General Terms and Conditions (GTC) of edudip GmbH
edudip offers the temporary use of the software application edudip-next via a telecommunications connection, as well as the possibility to store APPLICATION DATA subject to a fee. The software application can be integrated by the Customer in their own applications via the “edudip Webinar Interface (API)”.
With this contract, the contractual partners agree that edudip shall provide the Customer with the possibility of using the required software applications accessed via a telecommunications connection, as well as storage space for their application data, for the duration of the contract term.
§ 1 General scope of application
(2) Deviating, conflicting or supplementary general terms and conditions of business of the Customer, even if known to edudip, shall not become an integral part of the contract, unless their validity is expressly approved in writing by edudip. These T&Cs of edudip shall apply even if edudip performs the contractually agreed services without reservation in the knowledge that the Customer’s terms and conditions conflict with or deviate from these T&Cs.
(3) Customers as referred to in these T&Cs are exclusively enterprises.
(4) Enterprises as referred to in these terms and conditions of business are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who, upon conclusion of a legal transaction, act in the exercise of their commercial or independent professional activity.
(5) edudip is entitled to amend and/or supplement these T&Cs with a reasonable notice period. The Customer shall be notified of the change by email. If the Customer does not object to the T&Cs within 2 weeks of receipt of the email sent to the Customer, the new T&Cs shall become effective. If the Customer objects in due time, edudip is entitled to terminate the contract in due time.
§ 2 Object of the contract
(2) edudip offers various service packages subject to a fee. When booking a service package subject to a fee, the agreed scope of the rights granted to the application and the storage capacities are based on the service description in the selected service package. The parties are free to conclude agreements that go beyond the available subscriptions. Such agreements must be concluded in writing.
(3) edudip offers the Customer an “edudip Webinar Interface (API)” as part of the next-500 and next-1000 subscription. An Application Programming Interface (hereinafter: API) enables the Customer to integrate the webinar software into their website, their Content Management System or Learning Management System or any other application of the Customer. The API can only ever be used in conjunction with the APPLICATION. A current performance description of the API can be found at https://github.com/edudip/edudip-next-api
(4) The Customer has the option of having the webinar room adapted from the version next 500 (minimum duration of 12 months). If an adaptation is desired, the Customer must contact edudip via the email address firstname.lastname@example.org in this regard, to initiate the process. As a result, the Customer will receive a document describing what is required from the Customer. The lead time for the implementation of this adaptation can be up to 6 weeks.
§ 3 Permission to register
(2) Registration is only permitted if the Customer is of full age and has unlimited legal capacity. Minors are not permitted to register. In the case of a legal person, registration must be performed by a natural person with unlimited legal capacity and representation authority.
§ 4 Registration and booking
(2) Upon successful registration, a profile is created for the Customer, which they can access with the user name and password stored during registration. The Customer must keep the user name and password confidential and ensure that these are not made accessible to third parties. The Customer is obligated to notify edudip immediately of any suspicion of misuse, or suspected disclosure of these access data. The Customer shall be liable for any use and/or other activity carried out using their access data in accordance with the statutory provisions. edudip does not verify the identity of the profile owners and the information in the profiles. edudip therefore does not warrant that each profile owner is the person that the respective profile owner claims to be.
(3) After successful registration, edudip offers the Customer various services subject to a fee. These general terms and conditions shall also form the contractual basis of these fee-based services. Prior to the conclusion of a fee-based contractual relationship, the Customer shall be informed about the content of the respective fee-based service, the prices, the number of participants included and further offer contents. By clicking the “Buy Now” button, the Customer makes a binding declaration that they wish to conclude a contract for the fee-based services they have selected. edudip is entitled to refuse to accept the booking – for example, after checking the Customer’s creditworthiness.
(4) When booking a service package against payment, the Customer must truthfully state their value added tax identification number (VAT ID) in accordance with the provisions of the VAT Act, if applicable. In the event that the Customer does not have a VAT ID, they must send a business registration to edudip using the contact option provided. The Customer can fax this to edudip. In the event that the Customer sends the business registration by email, the business registration must be sent in a pdf/a file format. If the Customer neither provides a VAT ID nor sends a business registration in pfd/a file format, a contract for a service package against payment does not come into effect.
(5) edudip is entitled to delete the Customer’s online presence and to block the Customer in the event that the Customer has provided untrue, inaccurate or incomplete registration data that may lead to incorrect individualisation of the Customer. This shall also apply in the event that there is reasonable doubt as to the correctness of the VAT identification number provided by the Customer.
(6) Depending on the scope of the selected subscription, the Customer can add further moderators to the team administration, insofar as this is included in the subscription. For each moderator added, a further subscription identical to the subscription booked by the Customer must be added, i.e. if the Customer books a Next 100 subscription, they must book a Next 100 subscription for each moderator added and so on.
(7) The Customer can order an upgrade to the booked subscription at any time. Upon confirmation of the booking by edudip, the original subscription is upgraded. The Customer is not required to re-register. The Customer’s account remains valid. The Customer has no claim to the conclusion of an upgraded subscription. edudip may reject the Customer’s application to conclude an upgrade without citing reasons for doing so.
(8) The individual contractual agreements between the parties shall take precedence over the provisions of the T&Cs. In case of ambiguities or contradictions between the individual agreements, the following hierarchical order of precedence shall apply: 1. Individual contract, 2. Annexes to the individual contract, 3. T&Cs.
A specific provision takes precedence over a general provision.
If an individual contract is to deviate from the provisions of these T&Cs, this must be expressly agreed in the respective individual contract with regard to the respective deviation and the provision of the T&Cs from which deviation is to be made must be expressly stated. The same applies to deviating provisions in the annexes to an individual contract with regard to the provisions of the respective individual contract. As far as the individual contract does not contain any agreements on a subject matter, the respective provisions of the T&Cs shall always apply.
§ 5 Provision of APPLICATION and APPLICATION DATA and availability of the API
(2) The APPLICATION always corresponds to the tried and tested state of the art. If and to the extent that the provision of a new version or a change is accompanied by a change of functionalities of the APPLICATION, workflows of the Customer supported by the APPLICATION and/or restrictions in the usability of previously generated data, edudip shall notify the Customer of this in writing with a reasonable period of notice before such a change takes effect. If the Customer does not object to the change in writing within a period of two weeks from receipt of the notification of change, the change shall become an integral part of the contract. edudip shall draw the Customer’s attention to the aforementioned period and the legal consequences of its expiration in the event that the Customer does not exercise their right to object.
(3) edudip provides storage space on the SERVER for the APPLICATION DATA to the agreed extent, although not exceeding 1 GB.
(4) The APPLICATION and the APPLICATION DATA are regularly backed up on the SERVER, on a daily basis as a minimum. The status of the last 14 days is always retained, unless otherwise agreed in writing between the contractual partners. The Customer is responsible for compliance with the retention periods under commercial and tax law.
(5) The transfer point for the APPLICATION and the APPLICATION DATA is the router output of the edudip data centre.
(6) Agreements regarding system requirements on the part of the Customer are concluded in § 6. For changes to edudip’s technical system, the objection resolution in section 2 applies accordingly. edudip is not responsible for the quality of the required hardware and software on the Customer’s side or for the telecommunications connection between the Customer and edudip up to the transfer point.
(7) The availability of the API is subject to the availability of APPLICATION and APPLICATION DATA. If the availability of the APPLICATION ends, the availability of the API also ends.
(8) edudip reserves the right to extend the functionality of the API at any time, in particular if changes in the APPLICATION make it necessary to adapt the API. Furthermore, for reasons of data security and for compelling technical reasons and in order to eliminate errors, the functionality of the API may be changed, restricted or partially discontinued at any time. The Customer shall be notified of such changes to the API as soon as is possible and reasonable.
The partner will be informed about new versions of the API in good time. edudip may partially or completely discontinue the operation of old versions of the API if a newer version of the API is made available to the Customer instead. The Customer shall be informed in due time about the discontinuation of old versions.
§ 6 Access browser and technical requirements on the part of the Customer
- a standard broadband internet connection
- a state of the art internet browser
- with active participation: headphones, microphone and webcam/camera
- with passive participation: loudspeaker and headphones
The system requirements are part of the contract. The Customer must check in good time before conducting a webinar or participating in a webinar whether the connection to the virtual conference rooms can be established and, if necessary, promptly rectify any existing technical faults, the rectification of which is the Customer’s responsibility. If a technical connection cannot be established, edudip must be informed in good time
(2) edudip is not responsible to the Customer for the provision and/or functionality of the browser.
§ 7 Technical availability of the APPLICATION and access to the APPLICATION DATA, reaction and recovery times
(2) The uptime, accessibility and functionality of the systems, the time during which edudip performs regular maintenance or repairs (maintenance windows) and the degree of availability in percent are displayed on https://status.edudip.com.
§ 8 Rights of use and usage of the APPLICATION
(2) The APPLICATION and the API are not physically transferred to the Customer. The Customer may only use the APPLICATION and the API for their own commercial/advisory activities.
(3) The Customer uses the APPLICATION only for the number of subscribers specified in the concluded subscription. If the APPLICATION is used by more than the number of subscribers specified in the subscription, the Customer shall pay a flat-rate usage fee according to the price that would be payable by the Customer in an upgrade to the next higher subscription. Further claims of edudip in the event of additional subscriber numbers beyond the agreed scope remain unaffected.
(4) The Customer is not entitled to make changes to the APPLICATION.
(5) If edudip implements new versions, updates, upgrades or other new deliveries with respect to the APPLICATION or the API during the term, the above rights shall also apply to these.
(6) The Customer shall not be entitled to any rights that are not expressly granted to the Customer above. In particular, the Customer is not entitled to use the APPLICATION and/or the API beyond the agreed use or to permit its use by third parties or to make the APPLICATION and/or the API available to third parties. Exceptions apply with regards to usage and making the APPLICATION accessible, if the third parties are moderators added in accordance with the contract. In particular, it is not permissible to reproduce, sell or transfer the APPLICATION for a limited period of time, in particular not to lease or lend the APPLICATION. An exception applies to affiliated companies of the Customer per §§ 15 et seq. of the German Stock Corporation Act.
(7) Source codes are not subject of this agreement. No rights to these are transferred to the Customer. Insofar as source programs (source codes) are created on APPLICATION DATA created by means of the APPLICATION that are based on HTML code and are therefore to be qualified as computer programs, the transfer of these source codes and the machine-readable codes to third parties requires the prior consent of edudip.
(8) Unless additional prior written consent has been obtained from edudip, and insofar as the aforementioned provisions do not conflict with this, the Customer is not entitled in particular to
- resell the APPLICATION or the API,
- lease the APPLICATION or the API in any form,
- use the APPLICATION, the work results and the libraries as well as frameworks used in the work results or information obtained during decompilation themselves or to pass these on to third parties in any other way,
- change, maintain (in particular update) the APPLICATION and the libraries and frameworks used in the APPLICATION DATA, to change or remove serial numbers or other features serving to identify the program,
- separate the libraries and frameworks from the work results of the APPLICATION and in particular not to link these with third-party products,
- allow third parties to use the APPLICATION and the API free of charge (lend),
- make backup copies of the APPLICATION and the libraries and frameworks used in the APPLICATION DATA and/or pass them on to third parties,
- carry out other acts of reproduction that are not necessary for the intended use of the APPLICATION and the libraries and frameworks used in the APPLICATION DATA.
§ 9 Obligations of the Customer for secure use
(2) The Customer shall be liable for ensuring that the APPLICATION is not used for purposes that are racist, discriminatory, pornographic, endanger the protection of minors, politically extreme or otherwise illegal or in breach of official regulations or requirements, or that corresponding data, in particular APPLICATION DATA, is not created and/or stored on the SERVER. This obligation of the Customer shall also apply to contents posted by the participants in the Customer’s offers. In particular, Customers and participants are prohibited from the following actions:
- posting, distribution, offering and advertising of pornographic content, services and/or products that violate youth protection laws, data protection laws and/or other laws and/or are fraudulent;
- the use of content that may insult or defame edudip or third parties or damage the reputation of edudip;
- the use, provision and distribution of content, services and/or products that are protected by law or encumbered with third-party rights (e.g. copyrights) without being expressly authorised to do so.
(3) Furthermore, the Customer and the participants are prohibited from the following activities, regardless of any possible violation of the law, when posting their own content on the platform and communicating with other participants and/or moderators (e.g. by sending personal messages, participating in discussion forums or writing guest book entries):
- the spread of viruses, Trojans and other harmful files;
- the sending of junk or spam mail and chain letters;
- the dissemination of offensive, sexually explicit, obscene or defamatory content or communication, as well as content or communication that is likely to promote or support (explicitly or implicitly) racism, fanaticism, hatred, physical violence or illegal activities;
- harassing other customers, participants and/or moderators, e.g. through undertaking multiple personal contacts without or against the reaction of the person contacted, as well as encouraging or supporting such harassment;
- prompting other customers, participants and/or moderators to disclose passwords or personal data for commercial or illegal or unlawful purposes;
- the distribution and/or public reproduction of content available in the webinars, unless the Customer is expressly permitted to do so by the respective author.
(4) Customers and/or participants are also prohibited from any action that is likely to impair the smooth operation of the APPLICATION and the API, in particular from placing an excessive load on the systems of edudip.
(5) Should the Customer become aware of any illegal, abusive, contractually contrary or otherwise unauthorised use of the APPLICATION or the API, the Customer shall notify edudip of this. edudip shall then review the matter and take appropriate action if necessary.
(6) In the event of a suspicion of illegal or criminal acts, edudip is entitled and, if applicable, also obliged to review the activities of the Customer and/or the participants and, if necessary, to take appropriate legal action. This may also include referring the matter to the public prosecutor’s office.
(7) The Customer assures that they are the owner of all rights, in particular of all copyrights, rights of use and related rights to the content posted by them and/or the moderators added by the Customer. Insofar as the Customer is not the author of the posted content, they assure the ownership of the unrestricted right of use of this content. The Customer assures the ownership of unrestricted rights of use, that the submitted contents are free of rights of third parties and that no personal rights have been violated in the presentation of persons. The Customer affirms that they have acquired the rights of all holders of copyrights, related rights, property rights and rights of other entitled parties necessary for content publication, usage and making the content publicly accessible, in particular that depicted persons have given their express consent to the use and exploitation of the image within the framework of the application via the Customer’s profile.
(8) edudip does not check the completeness, accuracy and legality of the content posted by the Customer, moderators or participants added by the Customer, and therefore assumes no responsibility or guarantee for the completeness, accuracy, legality and timeliness of the content. This also applies with regard to the quality of the content and its suitability for a specific purpose, and also insofar as third-party content on linked external websites is concerned.
(9) If the Customer violates the provisions in sections 1 to 5 inclusive for reasons for which the Customer is responsible, edudip may, after serving the Customer with prior written notification, block the Customer’s access to the APPLICATION, the API and/or the APPLICATION DATA if the violation can be proven to have been remedied through this action.
(10) If the Customer unlawfully violates sections 2 to 3 inclusive, edudip is entitled to delete the affected data or APPLICATION DATA. In the event of an unlawful violation by participants and/or other moderators, the Customer shall, upon request, immediately provide edudip with all information required to assert claims against such persons, in particular their names and addresses.
(11) If the Customer is responsible for the breach of duty, edudip may claim damages.
(12) In the event that the Customer
- culpably breaches their obligation under section 2 and/or 3, or
- third parties assert claims against edudip due to possible infringements of law resulting from the registration and/or because the content posted by the Customer infringes copyrights, trademark rights, industrial property rights or other rights of the third party, the Customer shall be obliged to refrain from the infringement, to compensate edudip for damages incurred and to keep edudip free and clear of claims for damages and reimbursement of expenses of third parties caused by the infringement. The indemnification obligation also includes the obligation to fully indemnify edudip from legal defence costs (court and lawyers’ fees, etc.). Other claims of edudip, in particular for blocking of the content and extraordinary termination, remain unaffected.
(13) If and to the extent that a database, databases, a database work or database works are created on the edudip SERVER during the term of this contract, in particular through the compilation of APPLICATION DATA, by activities of the Customer permitted under this contract, all rights thereto shall be held by the Customer. The Customer remains the owner of the databases or database works even after the end of the contract.
(14) The Customer shall regularly back up the APPLICATION DATA stored on the SERVER by downloading it. This shall not affect the obligation of edudip to back up data in accordance with § 5 section 4.
(15) The Customer is obliged to comply with all obligations arising from the operation of an online offer against payment. This includes the duties of provider identification, revocation instruction, the provision of statutory information duties, as well as all other duties in connection with the commercial or business offer of goods or services through the conclusion of distance selling contracts, such as the requirements of the quotation of prices order.
§ 10 Liability of edudip for third party rights
(2) edudip shall not be liable for an infringement of the rights of third parties by the Customer if and to the extent that such infringement results from exceeding the rights of use granted under this contract. In this case, the Customer shall indemnify edudip upon first request against all claims of third parties.
§ 11 Remuneration
(2) Other services [expressly agreed as being subject to remuneration] shall be rendered by edudip on a time and material basis per the general prices of edudip applicable at the time of order placement.
(3) The parties shall agree on separate remuneration for additional expenses incurred in conjunction with the connection of the API or training services pursuant to § 14, which exceed the services owed by edudip per the booked service packages and optional standard individual services.
(4) Additional expenses to be paid separately shall include in particular all services provided by edudip that are based on subsequent changes and additions requested by the Customer.
(5) The value added tax is to be paid at the respective legally applicable VAT rate, currently 19 %.
(6) Unless the parties agree otherwise in individual cases, edudip is only entitled to invoice the Customer for travel expenses separately. Apart from that, there is no claim to separate reimbursement of expenses. edudip shall charge travel expenses in the amount of reasonable and proven travel and accommodation costs. If cars are used, settlement shall take place on the basis of the distance allowance under tax law. A claim for reimbursement of travel expenses shall only exist if the distance between the registered office of edudip and the destination is at least 50 km.
I. Membership fees
The fees are listed at https://www.edudip.com/de/preise and can be printed and downloaded there. All prices are net prices. There are no delivery and/or shipping costs.
The fees are due payable after conclusion of the contract. edudip shall make the invoices for the fees paid available for the Customer to download from an internal area.
If the trainer or consultant chooses the direct debit method, they must pay the costs incurred (currently EUR 5.00 net per failed direct debit) if the direct debit is unsuccessful. If a chargeback is made for credit card payments, the trainer or consultant must pay the costs incurred (currently EUR 40.00 net).
II. Participation fees
The fees for participation in the webinars (participation fees) are based on the contractual agreements between trainer and participant. Payment of the participation fee is due upon successful booking. If the participant chooses the direct debit method, the participant must pay the costs incurred (currently EUR 5.95 per failed debit) if the direct debit is unsuccessful. If payment is made by credit card, the participant will incur costs of EUR 47.60 per chargeback.
III. Cancellation fees
If a trainer or consultant cancels their paid event, the trainer or consultant will be charged a cancellation fee of EUR 2.50 net per booked participant. If a participant cancels a chargeable event, a cancellation fee of EUR 5.95 will be charged for this participant.
IV. Transaction fees
Transaction fees are charged for certain payment methods, which must be paid by the platform operator, trainer or consultant. The transaction fee amount incurred is specified in the administration of the platform. Here, the trainer or consultant can activate or deactivate the payment methods subject to a charge.
§ 12 Data security, data protection
edudip is obliged to make regular data backups to the extent required in accordance with § 5 section 4. In addition, edudip must meet the technical and organisational requirements in accordance with
Art.32 of the GDPR. In particular, edudip must protect the systems subject to its access against unauthorised admittance, storage, modification and other unauthorised access or attacks of any kind by employees or other third parties. For this purpose, edudip shall take the necessary measures in accordance with the state of the art and to the extent required, in particular to protect against viruses and other harmful programs or program routines, and also other measures to protect its equipment, in particular to protect against intrusion. If systems not subject to its access are used, edudip shall impose corresponding obligations on its contractual partners and regularly monitor compliance with these obligations.
The processing of personal data of beneficiaries takes place exclusively on the territory of a Member State of the European Union or in another state party to the Agreement on the European Economic Area (EEA). Data processing in other countries may only be carried out if the conditions of Art. 44 to 47 GDPR are fulfilled or an exception under Art. 49 GDPR exists
(2) edudip will collect and use Customer-related data only to the extent required for the execution of this contract. The Customer agrees to the collection and use of such data to this extent.
(3) The obligations under sections 1 to 3 shall continue to exist as long as APPLICATION DATA is within edudip’s sphere of influence, even after the end of the contract.
§ 13 Confidentiality
- was known to the Customer or generally accessible to the Customer before the date of receipt
- was known to the public or was generally accessible to the public before the date of receipt;
- dbecame known or generally accessible to the public after the date of receipt, without the recipient contractual partner being responsible for this.
(2) The Customer shall maintain secrecy with regards to all confidential information that has come to their knowledge in the course of this contractual relationship or shall use such information vis-à-vis third parties only with the prior written consent of edudip – regardless of the purpose.
(3) The obligations pursuant to section 2 shall continue to exist beyond the end of the contract for an indefinite period of time, namely for as long as an exceptional circumstance pursuant to section 1 is not proven.
§ 14 Liability, limits of liability
(2) In the event of minor negligence, edudip shall be liable without limitation in the event of injury to life, body or health.
(3) Otherwise, edudip shall only be liable to the extent that it has breached a material contractual obligation. Material contractual obligations are those obligations which are of particular importance for the achievement of the contractual purpose, as well as all those obligations which, in the event of a culpable breach, may lead to the achievement of the contractual purpose being jeopardised. In these cases, liability is limited to compensation for foreseeable, typically occurring damages. The liability without fault of edudip for damages (§ 536a German Civil Code) for defects existing at the time of conclusion of the contract is excluded; sections 1 and 2 of this alternative remain unaffected. If compensation for so-called pure financial losses comes into question, such compensation shall be limited to the net amount of the turnover with the Customer in the last 12 months.
(4) Liability under the Product Liability Act remains unaffected.
§ 15 Term, termination
(2) If the term of the contract according to the subscription concluded is one month, the contract can be terminated by either party in writing with a notice period of 7 days before the end of the term of the contract.
If the term of the contract according to the subscription concluded is at least 12 months, the contract can be terminated by either party in writing with a notice period of two months before the end of the respective term of the contract.
(3) The right to extraordinary termination with good reason remains unaffected.
(4) Good reason shall be deemed to include in particular, although not exclusively:
- A breach by the Customer of the duties to act under § 4 section 1,3; § 8 section 3, 6, 8; § 9 section 2, 3 and § 12 of the T&Cs.
- Termination without notice of the URL by edudip.
edudip may also terminate the contract on an extraordinary basis if the Customer is in default of payment of the prices or a not insignificant portion of the prices for two consecutive months or, in a period extending over more than two months, in default of payment of the remuneration in an amount equal to the remuneration for two months. In this case, edudip may in addition claim lump-sum compensation due immediately in a single sum payment amounting to one quarter of the basic monthly lump-sum remaining until the end of the regular term of the contract. The Customer reserves the right to prove that the damage incurred is less.
§ 16 Force majeure
- Events, whereby the contractual partner is not responsible, of fire/explosion/flooding,
- war, mutiny, blockade, embargo,
- industrial action lasting over 6 weeks and not culpably brought about by the contractual partner,
- technical problems of the internet that cannot be influenced by a contractual partner.
Each contractual partner must inform the other party in writing without delay of the occurrence of a case of force majeure.
§ 17 Offsetting, retention
§ 18 Final provisions
(2) Any invalidity of individual provisions of this contract shall not affect the validity of the remaining content of the contract.
(3) The exclusive place of jurisdiction shall be the regional court responsible for Aachen [registered office of edudip], unless another place of jurisdiction is prescribed by law.
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