Terms and Conditions for Agencies
1. Preamble
1.1. The following “General Terms and Conditions for the Brokerage of Flight Services to Resellers of Swiss Group International SGI AG” shall form an integral part of any agency agreement concluded between the broker, Swiss Group International SGI AG (hereinafter referred to as the ‘Operator’), and the reseller (hereinafter referred to as the “Agency”), in addition to the other statutory provisions.
1.2. By signing the agency agreement, the Customer confirms the inclusion of these General Terms and Conditions and acknowledges the following provisions.
1.3. The agency agreement shall only be effective if the Agency is a legal entity within the meaning of Art. 52 ff of the Swiss Civil Code. The conclusion of a contract between the Operator and a natural person is excluded.
1.4. These General Terms and Conditions shall also apply to all future contractual relationships between the Operator and the Customer, even if their inclusion is not expressly agreed upon again.
1.5. Deviating agreements and, in particular, the Customer's general terms and conditions, contractual terms and conditions, or terms and conditions of execution shall not apply to the Operator unless their validity has been expressly agreed to in writing.
2. Definitions
2.1. The “intermediary” is Swiss Group International SGI AG, Chamerstrasse 12c, 6300 Zug, Switzerland (hereinafter referred to as the ‘operator’). It charters seat capacities, one or more aircraft from the operator of an airline (hereinafter referred to as the “carrier”) and is a party to the respective agency agreement. The seat capacities or aircraft chartered by the Operator are the subject of the respective contract, by means of which the Operator grants the Customer the right to market the capacities in question.
2.2. The “Agency” is the reseller of the flight services chartered by the Operator. It markets the flight services chartered by the Operator either individually to other resellers or end consumers, or as a responsible package tour operator in accordance with the provisions of the Federal Act on Package Tours (PauRG) to end consumers. In relation to the Carrier, it is a subcharterer, and in relation to the Operator, it is a charterer. It is a party to the respective agency agreement.
2.3. “Carrier” is the operator of an airline that carries out the flights specified in the respective charter agreement concluded between it and the operator and in the associated annex, known as “charter flights,” and provides the seating capacity of one or more aircraft from its fleet. It is not a party to the respective agency agreement, but is the performing service provider (vicarious agent) of the contractually owed service.
2.4. “Charter agreement” is any contractual agreement that forms the legal basis for one or more charter flights between the operator and the carrier.
2.5. “Agency agreement” is any contractual agreement that forms the legal basis for one or more charter flights between the operator and the agency.
2.6. “Force majeure” refers to external events that are beyond the control of the operator, the carrier, and/or the agency and which are neither foreseeable nor preventable by the parties within the scope of their respective operating conditions. These include, in particular, natural disasters, epidemics, acts of war (declared or undeclared), states of emergency, civil unrest, strikes in third-party companies, etc., insofar as these actually make it wholly or partially impossible to operate one or more charter flights.
2.7. “Travel warnings and safety notices issued by the Federal Foreign Office” (see section 7. d) are equivalent to events of “force majeure.”
2.8. “Operational reasons” are reasons that prevent the operator/carrier from performing the charter flight(s) in accordance with the contract. These include, for example:
3. Terms of payment
3.1. Unless otherwise agreed, the agreed ticket price is due no later than 21 calendar days before departure after invoicing. The date of value in the operator's account is decisive for the timeliness of the payment. Valid currencies are generally the euro and Swiss francs. The operator is entitled to specify one of the aforementioned currencies as the currency applicable to the contract. In this case, the agency bears the currency risk if it makes the payment in a currency other than the currency specified in the contract (e.g., Swiss francs instead of euros).
3.2. If the agency defaults on payment, the operator is entitled to charge default interest at a rate of 8 percentage points above the respective base rate. The operator expressly reserves the right to assert further claims for damages caused by default.
3.3. In the event of late or incomplete payments by the Agency, the Operator reserves the right to cancel the ticket at the Agency's expense or to withdraw from the contract at the Agency's expense and to refuse to transport the passengers. The cancellation and termination conditions listed below shall apply with regard to the amount of the costs.
3.4. Unless included in the ticket price, all taxes, fees, and other charges levied by governmental, municipal, or other authorities, as well as airport companies, in relation to the passenger of the agency or for the use of its services, shall be paid in addition to the ticket price.
4. Execution
4.1. Aircraft and crew
4.1.1. The carrier or operating airline is entitled, for safety reasons or technical considerations, to decide independently on the execution or omission of a flight, the execution or omission of a landing or similar, without the agency having any right of objection. Claims for compensation in this regard are governed by the statutory provisions, unless these are excluded or limited by individual contracts or these General Terms and Conditions.
4.1.2. The carrier or operating airline is entitled to refuse to carry passengers and baggage without this giving rise to a right of withdrawal for the agency if
passengers suffer from a contagious disease, pose a threat to flight safety, or are guilty of violating or attempting to violate aviation, border police, or customs regulations. baggage poses a safety risk and thus jeopardizes the execution of the flight.
4.1.3. The carriage of the Agency's passengers is subject to the provisions of the respective transport documents and the respective conditions of carriage of the carrier or operating airline. The Agency undertakes to agree on the inclusion and validity of the respective conditions of carriage of the carrier or operating airline in the contracts with its passengers/customers. It must ensure that each passenger/customer receives or can take note of the respective conditions of carriage of the carrier or operating airline.
4.2. Flight schedule
4.2.1. The times listed in the flight schedule and in the documents of carriage are approximate times. The operator does not guarantee that these times will be adhered to. The operator is entitled to deviate from the times listed if the circumstances are beyond the operator's control or if a deviation is necessary for reasons of aviation security.
4.2.2. If passengers are not at the airport on time or baggage is not ready for loading on time, there is no obligation to operate the flight late.
4.2.3. If, for reasons beyond the control of the operator/carrier or the agency—such as, in particular, cases of force majeure—a flight cannot be operated or can only be operated in part, the agency shall only be obliged to pay the proportionate ticket price for the distance actually traveled.
4.3. Catering Unless offered by the operator/carrier, the carrier is responsible for providing food and beverages during the flight. The costs for this shall be borne by the passenger.
4.4. Compliance with administrative formalities
4.4.1. The Agency's passengers must comply with all regulations of the countries from which they are flying, over which they are flying, or to which they are flying. The same applies to all relevant regulations and instructions of the operator/carrier. The operator is not liable for any consequences arising for the agency's passengers from failure to obtain the necessary documents or from failure to comply with the relevant regulations or instructions.
4.4.2. The Agency's passengers must present the entry and exit documents, health certificates, and other documents required by the respective countries. The Operator/Carrier has the right to refuse carriage to any passenger who does not comply with the relevant regulations or whose documents are incomplete. The operator shall not be liable to the agency for any losses incurred as a result of a passenger's failure to comply with these regulations.
4.4.3. If the Operator is required to pay or deposit penalties or fines because the passenger does not comply with the entry, exit, or transit conditions of the country concerned or the required documents are incomplete, the Agency is obliged to reimburse the Operator for the amounts paid or deposited.
4.4.4. Every passenger of the Agency shall, upon request, be present during the inspection of their checked or unchecked baggage. The Operator shall not be liable for any damage caused by failure to comply with this provision.
4.4.5. The Agency is obliged to provide the Operator/Carrier or its handling agent with the correct passenger details for the respective departure when booking, including all necessary information such as transit passengers, allocation of specific seats, assistance for passengers, etc.
5. Other obligations of the Agency
5.1. The agency is expressly prohibited from making any legal declarations on behalf of the operator/carrier, in particular from designating the operator/carrier as the contractual partner and/or tour operator of the passenger.
5.2. The Agency is aware that combining this flight service with other tourist services regularly results in the Agency becoming a tour operator within the meaning of the PauRG (German Package Travel Act) vis-à-vis its passengers and being liable to them in accordance with these provisions. It undertakes to independently inform itself about its obligations as a tour operator in accordance with the relevant provisions and to comply with them. In this respect, the agency indemnifies both the operator and the carrier against any disadvantages that may arise from non-compliance with these regulations.
5.3. The agency guarantees that the baggage to be transported does not contain any items that are likely to endanger persons or the aircraft or whose transport is prohibited by laws, regulations, or other provisions of a country to be touched on the flight. Furthermore, it guarantees that the baggage to be transported is suitable for air transport and has been packed appropriately.
6. Withdrawal/termination by the operator
Notwithstanding the withdrawal and termination provisions set out in the contract, the operator may terminate the agency contract without notice
a) terminate or withdraw from the contract if insolvency or composition proceedings are applied for or initiated against the agency's assets, but also if the agency is otherwise deprived of the power to dispose of its assets. Termination/withdrawal shall not take place if the insolvency application is withdrawn within a period of 3 weeks.
b) terminate or withdraw from the contract if, due to force majeure or flight safety or technical obstacles for which the operator/carrier is not responsible, or operational reasons for which the operator/carrier is not at fault, the performance of the contract is not or no longer possible.
c) terminate or withdraw from the contract if the Federal Foreign Office has issued current travel warnings and safety instructions for the agreed destination which give rise to fears for the safety of the aircraft and/or passengers.
d) terminate the contract if the agency breaches its obligations under the contract in a manner that is not insignificant. In such cases, the Agency may not demand compensation or withdrawal, cancellation, or similar fees from the Operator.
7. Withdrawal/termination by the Agency
7.1. If the Agency is permitted to withdraw from the Agency Agreement for other reasons for which the Operator is not responsible on the basis of an individual contractual agreement, the Agency must notify the Operator of this in writing and pay the cancellation fees from the agency agreement for any flight tickets that may already have been booked.
7.2. The agency must notify the operator of its withdrawal from the contract immediately in writing, stating the reasons.
8. Cancellation of tickets/flight segments
8.1. In the event of the cancellation of individual flight tickets by the agency, the cancellation fees specified in the agency contract shall apply.
8.2. The operator is entitled to cancel a flight if, due to force majeure or air traffic control or flight technical obstacles for which the operator/carrier is not responsible, or operational reasons for which the operator/carrier is not at fault, it is not possible or no longer possible to operate the flight. In this case, the agency cannot demand a cancellation fee or similar from the operator for this cancellation.
9. Liability
9.1. The operator's contractual liability for damages that are not physical injuries, in particular for pre-contractual, ancillary, and post-contractual breaches of duty, is limited to the contractually owed service, notwithstanding other legal provisions, regulations, and agreements, insofar as damage to the agency or its passengers is based on gross negligence or intent.
9.2. The operator shall not be liable for damages that are not physical injuries, in particular for pre-contractual, ancillary, and post-contractual breaches of duty, to the extent that they are based on simple negligence, notwithstanding any other statutory provisions, regulations, and agreements. This shall not apply in the event of a breach of essential contractual obligations.
9.3. Liability for damage to life, limb, and health is governed by the statutory provisions and is excluded to the extent permitted by law.
9.4. The operator shall not be liable in cases of force majeure or in cases where the breach of duty is due to flight-related, air traffic control-related, or operational reasons for which the operator/carrier is not responsible.
9.5. In particular, the operator shall not be liable for damage caused by delays in passenger and/or baggage transport or the approach to alternative airports for which the operator is not responsible.
9.6. The agency is obliged to keep any damage that may be feared or occur to a minimum. It must inform the operator of the possibility of particularly high damage.
9.7. The exclusion and limitation of the operator's liability also applies mutatis mutandis to its employees, representatives, and, in particular, its vicarious agents.
10. Assignment of claims for damages against third parties to the operator
In all cases in which the agency is not liable due to lack of fault, the agency undertakes to assign to the operator any claims for compensation against third parties (subcontractors, passengers, etc.) to which it is entitled in connection with the performance of the agency contract.
11. Other assignments by the Agency
The Agency is only entitled to assign its claims arising from the agency agreement in whole or in part to a third party with the written consent of the Operator.
12. Offsetting/right of retention
The Agency shall only be entitled to offset against the Operator undisputed or legally established claims arising from the specific contractual relationship concluded between it and the Operator. The same shall apply to the exercise of a right of retention.
13. Limitation period
Claims by the Agency arising from and in connection with the Agency Agreement shall expire after one year, with the exception of claims for bodily injury, death, or intent, which shall expire after three years. The limitation period shall commence on the agreed flight/transportation date.
14. Applicable law
14.1. For all disputes arising from and in connection with the agency contract, its amendments, supplements, and additional agreements, Swiss law, these General Terms and Conditions, and the respective conditions of carriage of the respective carrier or operating airline—insofar as these affect the customer—shall be deemed to have been agreed between the contracting parties. In particular, the following codifications shall apply:
14.2. The Agency is aware of the various legal and official restrictions and requirements relating to on-demand air transport and scheduled air transport.
14.3. In the event of disputes regarding the interpretation of these General Terms and Conditions, the version written in German shall prevail.
15. Place of jurisdiction
15.1. For disputes arising from and in connection with the agency agreement, its amendments, supplements, and additional agreements, the parties agree that the competent court in Zug (postal code 6300), Switzerland, shall have jurisdiction.
15.2. However, the operator shall be free to sue the agency at its general place of jurisdiction.
16. Written form requirement
16.1. Amendments and supplements to the agency agreement must be made in writing and must be expressly designated as such.
16.2. Verbal agreements have no legal effect.
16.3. The written form requirement is deemed to have been met if telecommunication is carried out using electronic media such as email.
16.4. Any waiver of the written form requirement must also be made in writing.
17. Severability clause
17.1. Should individual provisions of these General Terms and Conditions prove to be wholly or partially invalid or become invalid as a result of changes in legislation after conclusion of the contract, the remaining provisions and the validity of the contract as a whole shall remain unaffected.
17.2. The invalid provisions shall then be replaced by the statutory provision that comes as close as possible to the meaning and purpose of the invalid provisions.
17.3. If the contract as a whole proves to be incomplete, the provisions that correspond to the meaning and purpose of the contract and would have been agreed upon if they had been considered shall be deemed to have been agreed upon.
Swiss Group International SGI AG, Zug (Switzerland) - Status as of February 26, 2024
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