Terms and Conditions

B2B Terms and Conditions of Happy Guides s.r.o. for Travel Services Agreement

These Terms and Conditions govern the relationships between the Provider and the Recipient under an agreement to provide a travel service package custom-made for the Recipient, unless agreed otherwise.

1. Definitions
   1. Provider: Happy Guides s.r.o., Lidická 303/35, Smíchov, 150 00 Prague 5, Czech Republic, Id. No.: 05894344, a company registered in the Commercial Register kept by the Municipal Court in Prague, File No. C 271381, e-mail: info@happy-guides.com, tel.: +420 777 049 009
   2. Recipient: entrepreneur who is authorised to sell the Service Package to end customers and is responsible to the end customers for all the services that form part of the Service Package
   3. Service Package: a travel service package custom-made by the Provider for the Recipient based on the latter’s requirements.
   4. Agreement: agreement between the Provider and the Recipient on arrangement of the Service Package

2. Subject of the Agreement
   1. The Agreement stipulates the Provider’s obligation to arrange for the Recipient a Service Package, which the Recipient intends to sell to end customers.
   2. The Recipient agrees to pay the agreed price to the Provider for the arrangement of the Service Package.

3. Execution of the Agreement
   1. The service packages specified on the Provider’s website do not constitute an offer to enter into an agreement and are only indicative.
   2. Based on the Recipient’s request for conclusion of the Agreement, the Provider will prepare an offer of a Service Package comprising a detailed description of the Service Package and its price, and send the offer to the Recipient’s e-mail address. As a rule, the offer is further specified through mutual e-mail communication between the Recipient and the Provider into its final form.
   3. The Agreement is concluded after unambiguous approval of the Provider’s offer by the Recipient in electronic communication.

4. Persons for whom the Service Package is arranged
   1. The Recipient is obliged to specify the number of persons for whom the Service Package is de facto arranged to the Provider by e-mail 30 days before the commencement of the provision of the Service Package.
   2. The Recipient is obliged to provide the Provider with a list of names of the persons who will utilise the Service Package and also provide the Provider with all information necessary for arranging visas and other services included in the Service Package.

5. Price of the Service Package and changes therein
   1. The price of the Service Package includes all the Provider’s costs and expenses associated with the arrangement of the Service Package.
   2. The price of the Service Package specified on the Provider’s website is only indicative. The final price is set out only in the offer which is sent to the Recipient by e-mail after clarification of all the contents and terms of the Service Package.
   3. The Provider may increase the total price in case of an unexpected increase in the prices of the services provided by subcontractors or due to exchange rate fluctuations. The exchange rate announced by the Czech National Bank as of the date of execution of the Agreement and the exchange rate as of the due date of payment for the individual travel services included in the Service Package for the Provider are decisive for the calculation of the exchange rate fluctuations of the price.
   4. After conclusion of the Agreement, the Recipient will receive an advance invoice by e-mail. Unless agreed otherwise, the advance payment equals 100% of the price of the Service Package and is payable 30 days before the commencement of provision of the Service Package. If a Service Package is ordered less than 30 days before its commencement, the invoice is payable within 3 days of its issue unless agreed otherwise. The Provider will issue the relevant bill (tax receipt) to the Recipient not later than 7 days after the provision of the last agreed travel service included in the Service Package.
   5. The Recipient is obliged to transfer the price to the Provider’s bank account. The payment is deemed effected once the amount is credited to the Provider’s bank account.

6. Changes in the number of persons
   1. After the date specified in Art. 4.1, the Recipient may change the number of persons only with the Provider’s consent. The Recipient acknowledges that unless agreed otherwise, a change in the number of persons will result in a changed price.
   2. Unless agreed otherwise and if the Recipient changes the number of persons later than specified in Art. 4.1, the Recipient agrees to pay to the Provider a cancellation fee for each person to whom a service was originally supposed to be provided by the Provider in the amount of 100% of the price of the Service Package per person.

7. Provider’s liability
   1. The Provider is liable for any damage caused to the Recipient by breach of its obligations under the Agreement.
   2. Furthermore, the Provider is liable to the Recipient for any defects of the provided Service Package. The Recipient has to report any defect to the Provider without delay after the Recipient could have discovered it while exerting sufficient care. If the Recipient fails to report a defect in due time, the Recipient loses its rights arising from the defective performance.
   3. The Recipient has the right to have a defect removed. If a defect cannot be removed, the Recipient is entitled to a discount on the price of the Service Package.
   4. The Recipient may withdraw from the Agreement on the grounds of defects of the delivered Service Package only if the defect is material and cannot be removed and if the provision of a discount pursuant to Art. 7.3 is insufficient. A defect is deemed to be immaterial unless the opposite is proven.
   5. The Recipient is obliged to provide the necessary co-operation to the Provider in resolving rights following from a defective performance. The Provider agrees to provide for a remedy not later than within 30 days of the date when the defect is reported or of the date when the last service included in the Service Package is provided if the defect was reported during the provision of the Service Package and was not resolved on site.
   6. The Provider is not in a contractual relationship with persons to whom the Service Package is sold by the Recipient as a package tour. The Provider is responsible for the provision of the Service Package to the Recipient under the Agreement and not under the package tour agreement concluded between the Recipient and the end customer.

8. Contractual penalty
   1. If the Recipient is in delay with payment of the price, the Recipient is obliged to pay a contractual penalty to the Provider at the rate of 0.01% for each day of delay.
   2. This shall in no way prejudice the Provider’s right to compensation for damage.

9. Final provisions
   1. Any and all arrangements made between the Parties with regard to specification of the Recipient’s requirements for the Service Package approved by both Parties in e-mail or other electronic communication form an integral part of the Agreement. Any arrangements contained in electronic communication shall prevail over the Provider’s General Terms and Conditions.
   2. The Recipient and the Provider declare that they enter into the Agreement as entrepreneurs within the meaning of Section 420 of Act No. 89/2012 Coll., the Civil Code, as amended, and that their relationship is a business relationship.
   3. The legal relationships established by the Agreement are governed by the laws of the Czech Republic. Any rights and obligations not provided for in this Agreement shall be governed, in particular, by Act No. 89/2012 Coll., the Civil Code, as amended.
   4. If a dispute cannot be resolved amicably pursuant to the preceding provision, any of the Parties may file an application for resolution of the dispute with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic, which, based on agreement of the Parties, has jurisdiction to resolve any disputes under the Agreement, and which shall finally resolve any and all disputes arising out of or in connection with the Agreement based on its Rules by three arbitrators.

These Terms and Conditions are valid and effective for agreements concluded from 1 January 2020.