Terms of Service
General Terms and Conditions
of EnableChange GmbH
– as of 03.01.2019 –
All deliveries (purchase contracts) and services (work, service and training services) of EnableChange GmbH are made exclusively to the following General Terms and Conditions, unless a written individual agreement has been made. The terms and conditions also apply to all future business relationships with the customer, even if they have not been expressly agreed again. Differing general or special terms and conditions of customers of EnableChange GmbH are only effective if they have been confirmed in writing by EnableChange GmbH. The same applies to changes and additions to these general or special terms and conditions of the customer.
2. Conclusion of the contract
The offers of EnableChange GmbH are non-binding, unless otherwise agreed in writing. A contract is concluded only with the written order confirmation by EnableChange GmbH, but at the latest by delivery to the customer (purchase contract) or inclusion of the contractually agreed services (work, service and training services). Oral promises, side agreements and other information in brochures, price lists, advertisements, etc., regardless of whether they are made orally or via the Internet (e-mail), must always be confirmed in writing by EnableChange GmbH.
3. Resignation from the contract
The EnableChange GmbH is entitled to withdraw from the contract in case of impossibility, force majeure, strike, natural disasters, etc., breach of contract by the client, with false information provided by the client to the creditworthiness or objectively missing creditworthiness, or unpredictable reasonable expenses and obstacles that can not be overcome. If the withdrawal from the contract on the part of EnableChange GmbH for reasons for which the customer is responsible, or if the customer revokes the order, EnableChange GmbH may demand reimbursement of expenses. In the case of premature termination of a work contract, Â§ 649 BGB applies in particular.
4. Prices and terms of payment, default, offsetting
Unless otherwise agreed in writing, payments are due immediately without any deduction after receipt of invoice. The prices are exclusive of the applicable statutory value added tax. The prices resulting from the order confirmation of EnableChange GmbH are from the headquarters of EnableChange GmbH, from Hamburg. If no price is specified in the offer or in the order confirmation, the list prices of EnableChange GmbH valid for the conclusion of the contract apply. Other statutory charges in the country of delivery as well as packaging, transport costs, transport insurance and handling lump sums shall be charged to the customer in accordance with the respective order confirmation from EnableChange GmbH. If the payment deadlines are exceeded, EnableChange GmbH is entitled without further reminder to default interest of 8 percent per annum above the respective base interest rate of the ECB pursuant to Â§ 1 of the German Bank Account Transfer Act. EnableChange GmbH reserves the right to prove a higher damage caused by delay. The customer can only offset undisputed or legally binding claims against claims of EnableChange GmbH. The customer can only exercise a right of retention against counterclaims based on the same contractual relationship. For current business relationships, each individual order or individual service agreement is considered a separate contractual relationship.
5. Limitation of Liability
EnableChange GmbH shall be liable withoutÂ limitationÂ for intentional or grossly negligent damages as well as in cases in which, under the Product Liability Act, liability for personal injury or material damage to privately used goods is binding. In addition, EnableChange GmbH is liable without limitation for damages resulting from injury to life, limb or health. With regard to damages that were caused slightly negligently by EnableChange GmbH, the following applies: In the event of a breach of essential contractual obligations endangering the purpose of the contract, the liability of EnableChange GmbH shall be limited to such damage as EnableChange GmbH could reasonably foresee at the conclusion of the contract. Liability for financial loss, such as loss of production and loss of profit, is limited by the general principles of good faith, for example in cases of disproportion between the amount of compensation and the amount of damage. If the liability of EnableChange GmbH is excluded or limited, this also applies to the personal liability of employees, employees, employees, representatives and vicarious agents. Liability for the recovery of data is excluded, unless the EnableChange GmbH caused their destruction intentionally or grossly negligent and the customer has ensured that this data from data that is held in machine-readable form,Â can be reconstructed with reasonable effort. In any case, the obligation to pay compensation for damage to property caused by EnableChange GmbH is limited to the coverage of the operating and product liability insurance of EnableChange GmbH. EnableChange GmbH informs the customer of the corresponding coverage amount in individual cases.
In case of failure of a seminar due to illness of the lecturer – if EnableChange GmbH has not negligently or intentionally failed to provide for a replacement speaker – as well as EnableChange GmbH not responsible for failures or force majeure is not entitled to Execution of the seminar. In these cases, EnableChange GmbH can not be obligated to compensate for travel and accommodation costs as well as for lost time.
For events in rooms and on third party land, EnableChange GmbH shall not be liable to the participants for accidents or loss or damage to their property. The same applies to event execution in the premises of EnableChange GmbH, unless the damage was caused by EnableChange GmbH or its employees intentionally or through gross negligence. For competing tort claims, the provisions of this Section 10 apply accordingly.
EnableChange GmbH is entitled to have contractual obligations partially performed by third parties as vicarious agents.
7. Consulting services
EnableChange GmbH will provide consulting services within the framework of the written periods agreed by qualified employees. Insofar as the consulting services are provided to the customer, only EnableChange GmbH is authorized to give instructions to its employees. The selection of the employees providing the advice remains reserved for EnableChange GmbH. Likewise, EnableChange GmbH reserves the right to replace an employee at any time with another employee with the necessary qualifications.
7.1. obligations to cooperate
The customer supports EnableChange GmbH with the consulting services to be provided as agreed. At the same time, the customer creates all prerequisites in the sphere of his sphere of operation free of charge, which are necessary for the proper provision of the advice. In particular, the customer will …
â€¢ provide, as far as necessary, workspaces for the employees of EnableChange GmbH, including the work equipment required for the fulfillment of the contract, as required and to a sufficient extent,
â€¢ Name a contact person who will be available to the employees of EnableChange GmbH for information and questions during the agreed working hours. This contact person is also authorized to make declarations with effect for the customer, which are necessary as part of the continuation of the order as an interim decision,
â€¢ EnableChange GmbH provides all information and documents necessary for the fulfillment of the contract. If the customer omits or delays any cooperation due to him or on the basis of a separate agreement, EnableChange GmbH can nevertheless demand the agreed remuneration for the advice not provided as a result, without being obliged to provide further performance. If EnableChange GmbH decides to provide the consulting services nevertheless, this will only be done after appropriate adjustment of the schedule.
If the customer defaults on the acceptance of the consulting services or if he fails to cooperate with him, EnableChange GmbH is entitled to a termination without notice. On the other hand, this does not affect his obligation to pay the agreed remuneration. The claims for compensation for any additional expenses remain unaffected. If the consulting services can not be provided for reasons for which EnableChange GmbH is not responsible, the agreed consultation period will nevertheless be charged. The situation is different if the customer can prove that the respective consultant of EnableChange GmbH has been used elsewhere. This does not apply only if the client has an agreed consulting service in a timely manner, ie
If EnableChange GmbH falls into arrears with the conclusion of the agreed consulting services, the customer is entitled to terminate the relevant order after the fruitless expiry of a reasonable grace period set for EnableChange GmbH. In the event of default, EnableChange GmbH shall not assume any further liability, unless liability is mandatory in cases of intent or gross negligence.
7.3. Acceptance of works
Work done by EnableChange GmbH must be accepted in writing by EnableChange GmbH within ten working days after notification of readiness for acceptance. If the customer omits the written declaration of acceptance to EnableChange GmbH, the work performance is deemed to have been accepted in accordance with the contract. Likewise, a work performance is deemed contractually agreed if it is used productively by customers. The acceptance of the services defined in the specification of services by the client shall take place immediately after a corresponding notification by EnableChange GmbH, as a rule on the first working day after completion of the commissioning. Does the performance of EnableChange GmbH comply with the agreements according to the terms of reference,Â the client immediately declares acceptance in writing after successful acceptance inspection. If the client refuses the written declaration of acceptance to EnableChange GmbH, the work – including partial services – shall be deemed to have been accepted by the client as contractually agreed.
An employee of EnableChange GmbH is available for support during the acceptance test to an appropriate extent. Details of the acceptance inspection will be jointly agreed in writing within a reasonable period of time prior to acceptance. If partial acceptance is agreed upon, this must be carried out between the client and EnableChange GmbH after completion of the corresponding project phases. If the acceptance test is carried out together, the client keeps a log. The client will declare the acceptance in writing immediately after successful completion of the acceptance test. If the acceptance can not be made twice due to an error in a program or other services of EnableChange GmbH, the client may claim a compensation for the delay of 0,Â 5 percent per completed week, but a maximum of 5.0 percent of the remuneration of the defaulted part of the power demand. At the same time, the AG can withdraw from the contract after the expiry of a reasonable grace period set by EnableChange GmbH with a threat of refusal. Further claims are excluded. The acceptance by the customer means that the services owed by EnableChange GmbH are essentially contractual. The client will not refuse acceptance because of insignificant defects. Defects that do not prevent acceptance shall be included in the acceptance report to be signed by both parties during the acceptance process and shall be immediately remedied by EnableChange GmbH within the scope of the warranty obligation.
7.4. Rights to work results
Unless otherwise agreed in an individual case, EnableChange GmbH grants the customer a non-exclusive, non-transferable and non-limited right of use for internal use for work results that are created in the course of the consultation.
8. Training services
The following training conditions apply to all training services and other events with training content. The services of EnableChange GmbH are provided as part of standardized training in training centers (open training courses), online as e-learning, as customer-specific training (in-house training) in hotels, training centers or in the customer’s premises. These services are performed exclusively on the basis of these General Terms and Conditions. By registering for a training these general terms and conditions of EnableChange GmbH are recognized.
All offers published on the company website are aimed at both private and commercial customers.
8.2. Conclusion of the training contract
Registration must be made in writing or online via the homepage of EnableChange GmbH. The registration becomes binding for EnableChange GmbH with the granting of a written confirmation of registration.
8.3. training prices
The training price includes open training per person plus VAT. A temporary participation does not entitle to the reduction of the seminar price. EnableChange GmbH reserves the right to change the contents of training courses, training materials, the duration of training courses, the venue and the prices. In-house training courses are agreed individually with the customer and are generally subject to the provisions of these General Terms and Conditions insofar as no other provision is made in individual contracts. In addition to the valid VAT – and if agreed in advance – the travel times as well as the travel and / or flight and hotel costs of the trainers can be calculated in addition to the individual contractually agreed prices.
8.4. Terms of payment and participation
The training fees are invoiced when the order is placed and are due immediately. The timely settlement of the invoice before the start of training is a condition for participation in the training. If the payment is not made on time, the registered participant can be excluded from participating in the training. The customer is not entitled to any claims due to this exclusion.
8.5. E-learning training The
subject of the service is the purchase of electronic training material.
8.5.1. Access to the e-learning material
After booking the course, the customer will receive the access data for the e-learning portal with the order confirmation. Access to the e-learning course is valid for six months. The data provided for access to the e-learning courses (username and password) must be kept confidential and not shared with anyone other than the unaffiliated participant.
8.5.2. Rights and Use
License All rights to the e-learning courses (exploitation and protection rights) remain with EnableChange GmbH. EnableChange GmbH grants the user a non-exclusive, non-transferable and time-limited right of use for the duration of use.
8.6. Cancellation of an e-learning course
Cancellation of an e-learning course after receipt of the usage data is excluded.
8.7. Cancellation, rebooking or non-
attendanceÂ for open trainingÂ The written cancellation of participation in a training up to 14 days before the beginning of the training is free of charge. In case of later cancellation or rebooking of the training, 50% of the training fee will be charged. No costs are incurred if a replacement participant is registered. In case of non-attendance without cancellation the full training price is due.
If the cancellation of the condition precludes the gratuitous transfer of products / services such as literature, these will be charged to the customer subsequently.
8.8. Cancellation or rebooking by the customer for in-house training
The cancellation or rebooking of an in-house training up to four weeks before the beginning of the training is free of charge. In case of later cancellation or rebooking of the training, 50% of the training fee will be charged.
8.9. Cancellation of a training by EnableChange GmbH
EnableChange GmbH reserves the right to cancel the training for an important reason, especially in case of illness of the trainer or in case of events that render the provision of services for EnableChange GmbH technically or economically unreasonable. In case of cancellations by EnableChange GmbH, the customer receives a credit in the amount of the already paid training fees. Additional claims – in particular the reimbursement of costs from loss of work or travel expenses – do not exist to EnableChange GmbH.
All training materials and presentations are protected by copyright and are intended solely for the personal use of the trainees. All rights – including the duplication of seminar documents or parts thereof – are reserved by EnableChange GmbH. No part of the seminar materials may be reproduced in any form without the prior written consent of EnableChange GmbH or, in particular, processed, stored, reproduced, decompiled, reverse engineered, distributed or used for public reproduction using electronic systems. Any software provided during the course of the seminar may not be removed, or partially or completely copied.
11.8. Registered Trademarks
EnableChange GmbH does not guarantee that the products, methods and other names listed in the training program are free of third party rights.
Insofar as a program, device, system or service developed or delivered by EnableChange GmbH is subject to errors and is reported in writing by the customer, EnableChange GmbH will immediately rectify the fault free of charge (rectification). If troubleshooting is not possible or only possible with disproportionate effort, EnableChange GmbH will offer an equivalent alternative if economically justifiable. Should EnableChange GmbH neither be in a position to eliminate material errors nor to offer an equivalent alternative within two reasonable time limits set by the customer, the customer may demand the appropriate reduction of the remuneration (reduction) or the cancellation of the contract ( Change).
The warranty period begins on acceptance and ends one year thereafter. Warranty rights of the customer do not apply, as far as defects are based on services or components of third parties or the customer himself, which have not been provided or delivered by EnableChange GmbH Consulting. This includes in particular the case that the customer or an authorized third party to the contract performance of EnableChange GmbH makes or provides any change, supplement or other kind of performance.
10. Confidentiality and privacy
The contracting parties shall treat their business and trade secrets of the respective other contracting party that have become known or have been identified as such in the course of the business relationship or are clearly identifiable, even after termination of the business relationship. Each party shall not disclose to third parties or otherwise make available to third parties all information and documents of the other party which become available to it in connection with the performance of the contract. In addition, the contracting parties must also adequately safeguard the contractual services provided by them against non-contractual use. This also applies to work results. Each party must take the necessary precautions in its sphere of operation,
A processing of personal data according to the Federal Data Protection Act (BDSG) is carried out by the parties only in accordance with the relevant regulations.
The customer hereby expressly consents to the processing of the data that became known to EnableChange GmbH within the framework of the contractual relationship and necessary for the order processing. The customer agrees that EnableChange GmbH uses the data contained in the business relationship with it for business purposes in accordance with the Data Protection Act. Excluded from the confidentiality obligation is the fact that the EnableChange GmbH works for the customer. Insofar, EnableChange GmbH may point out the business relationship or specify the customer as a reference customer.
11. Industrial property rights and copyrights of third parties
EnableChange GmbH assumes no liability for contractual objects that infringe industrial property rights or copyrights of third parties, as far as they are not provided or delivered by EnableChange GmbH itself. The customer has to inform EnableChange GmbH immediately about claims that have been made against him for the reasons mentioned above.
The customer is only then entitled to assign his claims from a contract with EnableChange GmbH, if EnableChange GmbH has previously agreed in writing to the assignment. Additional agreements require the written form. Place of fulfillment is the respective venue. These terms and conditions supersede all previous ones. These terms and conditions remain valid even in case of any ineffectiveness of individual provisions in their remaining parts.
13. Jurisdiction and applicable law
If the customer of EnableChange GmbH is a registered trader, a legal entity under public law or a special fund under public law, the following provision applies with respect to the place of jurisdiction for all disputes arising from the corresponding contract: Jurisdiction is the seat of EnableChange GmbH. Applicable law is the law of the Federal Republic of Germany excluding the UN sales law.
As of: January 2019