1.1. These Terms and Conditions (“Ts&Cs”) govern the relationship between
natural persons and/or legal entities and/or partnerships with legal capacity (hereinafter referred to as the “Customer”) that book, receive and/or make use of services through saspo direct GmbH for themselves or for third parties (hereinafter referred to as the “End Customer”), and
saspo direct GmbH, An der Trift 65, 63303 Dreieich, Germany (hereinafter referred to as “saspo direct”).
1.2. They shall apply in particular to flights, transport services and/or other travel services from third parties (hereinafter referred to as the “Service Provider”) booked and/or otherwise received through saspo direct, unless otherwise expressly agreed in writing or in text form in the individual case.
1.3. They shall also apply to all services provided by saspo direct under the product names or distinguishing signs “Saspo Groups” and/or “HR Groups”. When using the product names or distinguishing signs “Saspo Groups” and/or “HR Groups”, saspo direct also acts solely as an intermediary for flight, transport or other travel services that are solely under the liability of and executed or provided by third-party companies (“Service Providers”).
2. Offers and services provided by saspo direct to entrepreneurs only (not to consumers)
saspo direct addresses its offers and provides its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). The offers and services provided by saspo direct are expressly not directed at consumers.
3. Agency agreement with saspo direct
3.1. saspo direct acts solely as an intermediary for flights, transport services and/or other travel services under the liability of and provided by third-party Service Providers. The services provided by saspo direct are limited to the intermission of third-party services.
3.2. saspo direct never provides flight, transport and/or other travel services itself or on its own behalf. The provision of such services also does not form part of saspo direct’s obligations. In particular, saspo direct does not act as an air carrier, transport service provider or tour operator, including within the meaning of Sections 651a et. seqq. BGB.
3.3. saspo direct always provides a separate service listed individually in the contractual documents (normally a flight) from the respective Service Provider (normally an airline). If several such services are listed in a non-binding offer, in a binding booking confirmation or on an invoice, saspo direct’s agency service shall refer separately to each individual service from each Service Provider listed. saspo direct does not provide an overall package service, but rather always provides only the individually and separately identified services from the respective Service Providers at the prices, charges, fees, taxes and any other cost items identified separately in the contractual documents.
4. Principal agreement between the Customer and the Service Provider
4.1. Separately from the agency agreement with saspo direct, when flights, transport services and/or other travel services are booked through saspo direct, a direct contractual relationship separate from the intermediary relationship is concluded between the Customer and the relevant Service Provider (e.g. airline, hotel, tour operator etc.), the content of which is not governed by these Terms and Conditions (Ts&Cs) of saspo direct, but by the contractual agreements made by the Customer and/or End Customer with the Service Provider and by the Service Provider’s Terms and Conditions (Ts&Cs) or General Conditions of Carriage (GCCs).
4.2. These agreements regarding the provision of flight and/or transport services or other travel services shall not be concluded with saspo direct, but rather shall always be concluded directly between the Customer and the relevant Service Provider. In such cases, the Terms and Conditions (Ts&Cs) or the General Conditions of Carriage (GCCs) of the relevant Service Provider shall apply.
4.3. In cases where flight, transport and other travel services (e.g. the operation of a flight) are provided, the relevant Service Provider shall be solely liable. Deficiencies, poor performance, damages in relation with ot resulting out of and/or in connection with the flight, transport or other travel service must be indicated and asserted by the Customer solely and directly to the relevant Service Provider.
5. Booking procedure
5.1. The Customer shall first address a specific request to saspo direct. saspo direct shall then present the Customer with a non-binding offer containing the individual flights, transport and/or other travel services from the respective individual Service Providers with the respective individual prices, charges, fees, taxes and any other costs. The non-binding offer shall also contain information on the identity of the Service Providers (e.g. by specifying IATA codes or flight numbers or through information such as “operating carrier”, “OP BY”), on their contractual provisions and Terms and Conditions (T&Cs) or General Conditions of Carriage (GCCs) and on the Terms and Conditions (T&Cs) of saspo direct. No contractual relationship shall yet exist as a result of this non-binding offer.
5.2. The Customer’s instruction (normally in writing or in text form by fax or email) to saspo direct to provide a Service Provider’s service specified in the non-binding offer shall constitute the conclusion of the agency agreement with saspo direct.
5.3. By virtue of this instruction, the Customer shall commission saspo direct with legally binding effect to attempt, unless otherwise instructed, immediately to arrange a contract between the Customer and one or more individual Service Providers relating to the flights, transport services or other individual travel services under the conditions indicated in the non-binding offer. In this respect, saspo direct shall only be obliged to make reasonable efforts and shall not be obliged to complete the arrangements successfully.
5.4. Provided that saspo direct is able to make arrangements corresponding to the instruction, on the basis of such arrangements, one or more individual agreements shall be concluded between the Customer and the relevant Service Provider for the individual flight, transport and/or other travel service(s) (“Successful Arrangement”). saspo direct shall notify the Customer of this in a binding booking confirmation in writing or in text form (by fax or email). Successful Arrangement shall be considered to have taken place as soon as any airline tickets or other travel or authorisation documents have been sent to the Customer. An agency fee shall be payable to saspo direct when Successful Arrangement has taken place, and shall not be reimbursed in the event of a subsequent booking change or cancellation of a flight, transport or other travel service (or part of such a service) and/or in the event of failure to make use of the flight, transport or other travel service (or part of such a service). The admissibility of and requirements for a booking change or cancellation are otherwise based on the contractual agreements in place between the Customer and the relevant Service Provider.
5.5. When sending the binding booking confirmation, saspo direct shall inform the Customer of further details of the Terms and Conditions of the relevant Service Provider insofar as saspo direct is aware of them. These may, for example, include deadlines to be met by the Customer for cooperation on the part of the Customer and/or End Customer, such as the provision of travellers’ full personal details, their passport information and any necessary advance payments, and/or periods during which a booking change or cancellation may still be made.
6. Invoicing; due date and payment; currency; joint and several liability
6.1. Invoicing and payment processing shall be carried out either by saspo direct on behalf of the Service Provider or by the Service Provider. If invoicing is carried out by saspo direct, the amount invoiced shall be payable immediately to saspo direct. Depending on the payment method selected, there may be fees and costs incurred upon payment; these will be indicated by saspo direct in the non-binding offer and in the booking confirmation. The same shall apply to any separate agency fees that may be due for the intermediary service provided by saspo direct.
6.2. saspo direct shall be entitled to issue partial invoices. This shall apply in particular if prices/charges, taxes, fees or other levies or costs are to be paid in instalments or as advance payments under the conditions set by the Service Provider.
6.3. Airline tickets and/or other travel documents shall only be issued once the payments owed by the Customer and the actions required (especially the provision of necessary information) according to the binding booking confirmation and the Terms and Conditions (Ts&Cs) or General Conditions of Carriage (GCCs) of the relevant Service Provider have been received in full by saspo direct and/or the relevant Service Provider within the specified time frames. saspo direct shall indicate these time frames in the non-binding offer and in the binding booking confirmation. This shall apply without prejudice to Section 651k (3) and (4) BGB. saspo direct reserves the right to cancel any flight, transport or other arranged travel services for which payment has not been made on time or in full and to charge the Customer for any costs and damages associated with such a cancellation.
6.4. Payments to be made to saspo direct can normally be made by bank transfer, HR e-Payment Account or credit card. The prevailing terms of payment shall always be those specified in the non-binding offer, the booking confirmation and the invoice. saspo direct may issue the invoice in euros (EUR) or US dollars (USD). The Customer shall be obliged to make the payment in the currency invoiced by saspo direct.
6.5. In the case of payment by bank transfer, the Customer shall bear the cost of the bank fees due for the transfer. The invoiced amount must be received in full and without the deduction of any bank fees into saspo direct’s account or, in the event of a corresponding payment instruction, into the Service Provider’s account. saspo direct reserves the right to charge the Customer for any chargeback fees in cases of credit card payments or for any bank chargebacks.
6.6. If the Customer deals with saspo direct on behalf of a third party or acts for the account of a third party, the Customer shall be jointly and severally liable alongside the End Customer and/or other third parties for all claims made by saspo direct arising from the agency agreement and/or all claims made by the relevant Service Provider arising from the principal agreement.
saspo direct reserves the right to cancel any flight, transport or other arranged travel services for which payment has not been made on time and/or in full and to charge the Customer for any costs and damages associated with such a cancellation.
7. Issue and provision of tickets and other documents, Customer’s obligation to verify
7.1. The ticket and any other documents relating to the service(s) shall only be issued and sent:
if and when the amount invoiced has been received in full into the specified account subject to the time frames and conditions set, and
if and when the actions to be carried out by the Customer (especially the provision of necessary information) according to the terms/conditions of the relevant Service Provider and/or the non-binding offer and/or the binding booking confirmation and/or the invoice have been performed in full and on time by the Customer, unless otherwise agreed with saspo direct in the individual case in writing or in text form by fax or email.
This shall apply without prejudice to Section 651k (3) and (4) BGB.
7.2. Unless otherwise agreed, when a flight is arranged, an electronic, paperless ticket (e-ticket) shall be issued and sent by email to the Customer or to a person designated by the Customer.
7.3. Immediately upon receiving any transport documents, invoices and other documents, the Customer shall be obliged to verify that those documents and the information and time frames specified therein are correct and complete, and to notify saspo direct immediately of any discrepancies and inaccuracies and/or any missing information in the documents sent.
8. Changes to prices and services, Customer’s obligation to confirm before making use of services 8.1. With regard to possible changes to the price, to components of the price or to the scope of the flight, transport or other travel services, saspo direct shall refer to the Terms and Conditions (T&Cs) or the General Conditions of Carriage (GCCs) of the Service Provider, and to the applicable legal provisions for scheduled flights. saspo direct reserves the right to pass on to the Customer a price increase as permitted by the contractual relationship between the Customer/End Customer and the relevant Service Provider.
8.2. If saspo direct becomes aware of any change to the service that the relevant Service Provider is required to provide, such as a change of flight time and/or a cancelled flight, saspo direct shall attempt to inform the Customer of the change by email. However, it shall be the Customer’s responsibility to confirm all flights or transport services and/or other travel services with the relevant Service Provider at least 72 hours before the planned use of the service. The Customer, for his/her part, shall also be responsible for imposing this obligation on his/her End Customers and for informing them immediately of any change to the service that the relevant Service Provider is required to provide, such as a change of flight time and/or a cancelled flight.
8.3. As a precaution, saspo direct notes that Service Providers usually expressly reserve the right to change the executing airline, the aircraft or the scheduling or to replace non-stop flights with flights with stopovers or connecting flights where necessary. In this respect, the Terms and Conditions (Ts&Cs) or the General Conditions of Carriage (GCCs) of the relevant Service Provider shall apply.
9. Booking changes and cancellation
9.1. In the event of a booking change or cancellation relating to a flight, transport or other travel service arranged by saspo direct, the corresponding terms of the relevant Service Provider shall apply. Any resulting booking change or cancellation fees charged by the Service Provider shall also be calculated on this basis. In order to avoid significant financial losses in the event of a booking change or cancellation, it is recommended that the Customer or his/her End Customers take out trip cancellation insurance.
9.2. In cases of booking changes or cancellations, saspo direct may charge a processing fee of EUR 25 plus VAT per airline ticket for a booking change or transfer and EUR 15 plus VAT per airline ticket for a cancellation in addition to any booking change or cancellation fees charged by the relevant Service Provider. The Customer shall be free to prove that the expense incurred by saspo direct in connection with a booking change or cancellation is lower or non-existent. If a cancellation and/or booking change is attributable to the incorrect provision of a service on the part of saspo direct, saspo direct shall not be entitled to charge a processing fee.
9.3. Booking change or cancellation requests to be made via saspo direct must be made in text form. This shall apply without prejudice to the prevailing terms of the relevant Service Provider with regard to booking changes and cancellations.
10. Entry requirements, visa, passport and customs requirements, special duties of information and notification
10.1. The Customer shall be responsible for ensuring that the requirements needed to perform the carriage are met by the Customer or his/her End Customers and that all statutory provisions, and in particular domestic and foreign entry and exit requirements, health regulations and passport, visa and customs requirements, are met. The same shall apply to the procurement of any necessary documents and to any necessary precautionary health measures. saspo direct notes that the applicable provisions may be changed by the authorities at any time. It is suggested that the Customer should obtain information from the competent agencies and institutions and contact the competent embassy or a competent consulate.
10.2. saspo direct shall only be subject to special duties of information and notification if special circumstances that are known to or identifiable by saspo direct make explicit notification necessary and the corresponding information is not already included in the descriptions of service provided to the Customer by the Service Providers. If a duty of information exists on such a basis, saspo direct shall assume, in the absence of specific information or knowledge, that the Customer and his/her End Customers are German nationals and that no special personal circumstances (e.g. dual nationality, statelessness) apply. Any duties of information on the part of saspo direct shall be limited to the provision of information from generally available sources of information, and in particular from up-to-date, industry-standard reference works, or the forwarding of information from foreign embassies, consulates or tourist offices. In the absence of an explicit agreement, saspo direct shall not be subject to any duty of investigation in this regard. saspo direct may meet a duty of notification to which it may be subject in an individual case by referring the Customer to the need for a special enquiry to be made by the Customer to the relevant information centres.
10.3. saspo direct recommends that the relevant Service Provider (usually the airline) be notified of any damaged or delayed baggage immediately on the spot by means of a written notice of loss. Airlines will often reject claims for compensation of damages if the loss is not indicated immediately in writing. In this respect, the Terms and Conditions (Ts&Cs) or the General Conditions of Carriage (GCCs) of the relevant Service Provider shall also apply.
11.1. saspo direct shall not be liable for the conclusion of contracts corresponding to the Customer’s desired booking with the Service Providers for which it acts as an agent.
11.2. saspo direct shall not be liable for the proper provision of the arranged flight, transport or other travel services by the Service Provider and/or for personal injury or material damage suffered by the Customer or by his/her End Customers in connection with the arranged flight, transport or other travel service.
11.3. The information, details and data presented by saspo direct in relation to the respective Service Providers, particularly with regard to prices, flight and travel schedules, booking classes or travel restrictions shall consist of information made available to saspo direct by the respective Service Providers. saspo direct shall not verify such information itself. saspo direct accepts no responsibility for the correctness and completeness of the information, details and data provided in relation to the respective Service Providers.
11.4. Nor does saspo direct otherwise accept responsibility for events and circumstances beyond its control; this applies in particular also to services provided by telecommunications operators and other service providers and to the correct functioning of technical equipment (e.g. hardware and software) outside saspo direct’s own network. saspo direct shall not be liable for damages resulting from and/or in connection with the transmission/sending of tickets or other documents, and in particular for damages arising from lost, mislaid and/or damaged tickets and/or other documents during transfer or sending. Tickets are transmitted/sent at the Customer’s sole risk. In particular, the Customer is aware of the risk of accidental loss and the risks of the internet as a means of transmission. Modes of transmission on the internet are not secure against unauthorised access by third parties. This means that third parties with a sufficient level of technical competence on the internet are able to access, read and edit data that does not belong to them. The Customer is aware of this risk and shall bear the associated risks. saspo direct accepts no liability for the consequences of any such third-party access.
11.5. If saspo direct’s liability under points 11.1.–11.4. above is limited or excluded, this shall also apply to the employees, legal representatives and agents of saspo direct. The above limitations and/or exclusions of liability shall not, however, apply to damages
(i) arising from loss of life, bodily injury or damage to health, or due to an intentional or grossly negligent breach of duty on the part of saspo direct or to an intentional or grossly negligent breach of duty on the part of an employee, legal representative or agent of saspo direct, or
(ii) due to an intentional or grossly negligent breach of duty on the part of saspo direct or to an intentional or grossly negligent breach of duty on the part of an employee, legal representative or agent of saspo direct, or
(iii) if they are due to a breach of essential contractual obligations (material obligations) on the part of saspo direct, its employees, legal representatives or agents, or
(iv) if they are the result of a breach of guarantees expressly undertaken by saspo direct, or
(v) on the basis of a strict liability that is provided for by law and cannot be waived through terms and conditions.
12. Limitation period
12.1. All claims that the Customer has with respect to saspo direct shall lapse within one year from the statutory start of the time of limitation.
12.2. If negotiations are in progress between the Customer and saspo direct with regard to a claim or the circumstances on which a claim is based, the limitation period shall be suspended until the Customer or saspo direct refuses to continue with the negotiations. The limitation period shall end no earlier than three months after the end of the suspension.
13. Data protection, credit check
13.1. The services provided by saspo direct shall be performed in compliance with the applicable provisions of data protection law. saspo direct undertakes to use the data obtained, processed and stored by each Customer solely for the purpose of executing contracts concluded with the participation of saspo direct and only to pass such data on to external third parties within the framework of the appropriate statutory provisions or regulations. If necessary for the execution of concluded contracts, the data that has been obtained shall be passed on to the relevant Service Providers.
13.2. saspo direct reserves the right to obtain credit reports from suitable credit agencies and, if necessary, to request additional data from the Customer for the purpose of conducting a credit check. For this purpose, the Customer’s data may be passed on to the following companies in particular, taking into account and observing the appropriate statutory regulations: Creditreform, Buergel, Dun&Bradstreet, EulerHermes, SCHUFA.
14. Declarations and/or information from or to saspo direct
14.1. The relevant time for the effectiveness of a declaration shall be the time of receipt in writing or in text form (e.g. by email or fax) by saspo direct.
14.2. The Customer shall be obliged to forward declarations and/or information from his/her End Customers to saspo direct and from saspo direct to the End Customers immediately and correctly. saspo direct accepts no liability for damages resulting from failure to forward such declarations/information or from a delayed or incorrect forwarding of such declarations/information internally from the Customer to his/her End Customers. In the event of an enforcement of claims arising from or in connection with a breach of these obligations, the Customer shall indemnify saspo direct from all claims from his/her End Customers and third parties.
15. Integration of and amendments to the Terms and Conditions
15.1. Reference is made in the non-binding offer, the binding booking confirmation and the invoice to the validity of these Terms and Conditions (Ts&Cs) as amended. Each of these references also contains a clearly visible link, which the Customer may use to view these Ts&Cs directly.
15.2. By virtue of the utilisation of services provided by saspo direct, the Terms and Conditions (Ts&Cs) as amended shall form part of, and the foundation for, the relevant contractual relationship, and shall be integrated into the legal relationship between saspo direct and the Customer unless otherwise expressly agreed with saspo direct in a given individual case.
16. Conflicting Terms and Conditions
Any Terms and Conditions (Ts&Cs) of the Customer and/or End Customer(s) shall not apply, even if saspo direct has not specifically objected to their validity in a given individual case. Even if saspo direct refers to a letter or other communication containing Terms and Conditions (Ts&Cs) set by the Customer and/or End Customer(s) or refers to such a letter or other communication, this shall not constitute an acknowledgement of their validity.
17. Applicable law, place of jurisdiction
17.1. The relationships between saspo direct and the Customer shall be subject exclusively to the law of the Federal Republic of Germany; the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
17.2. If the Customer is a merchant, a legal entity under public law or a public law special fund, or if the Customer has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between saspo direct and the Customer shall be Darmstadt, Hesse in the Federal Republic of Germany. This shall apply without prejudice to mandatory legal regulations relating to exclusive places of jurisdiction.
18. Severability clause
If any provision in these Terms and Conditions (Ts&Cs) is or becomes invalid, this shall not affect the validity of the rest of these Terms and Conditions (Ts&Cs). The invalid regulation shall be replaced by a regulation that comes as close as possible to the economic intention behind it. The Parties shall be obliged to collaborate on a corresponding clarification of the text of the agreement. The same applies to any gaps contained in these Terms and Conditions (Ts&Cs).