Terms and conditions
for services (consulting, training, online sessions and support) by zaac - Angelika Zerfaß
§ 1 Scope
These General Terms and Conditions shall apply exclusively to all contracts which a contracting party concludes with zaac - Angelika Zerfaß (hereinafter referred to as "zaac"), unless explicitly agreed otherwise. They shall take precedence over all General Terms and Conditions of the contracting party, even if this is explicitly ruled out in such contracting partys General Terms and Conditions. The contracting party recognizes this by signing the contract.
§ 2 Subject Matter of the Contract
Training services as defined in these provisions are all kinds of further training activities, including seminars, webinars, workshops and lectures. Documents drawn up by zaac in this context are aids, not the result of the contracted services. Insofar as a final consultation report has been agreed, this shall not be deemed to be an expert report, but shall be deemed to merely document the content of the consultation process flow and its results. Support services are all kinds of on-site, telephone and online support provided by zaac to support its customers. These services include support by telephone, email and online via desktop sharing for all products in respect of which we provide training, e.g. memoQ, SDL MultiTerm, SDL Trados Studio. Consultancy services shall be deemed to mean the provision of the necessary examinations, analyses and communication of the conclusions arising from the aforementioned to the customer.
§ 3 Conclusion and Performance of the Contract
Orders shall be binding only if the contracting party has accepted a written quotation previously sent by zaac. Offer and acceptance must be transmitted in writing (§ 126b Bürgerliches Gesetzbuch); a statement transmitted by email shall suffice. In the case of consultancy services, performance shall be deemed fulfilled when the necessary examinations, analyses and the resulting conclusions have been drawn up with the customer. Whether, when or how the conclusions or recommendations are implemented is immaterial. In the case of training services, performance shall be deemed fulfilled when the such training events have been carried out. Whether, when or how the knowledge and skills provided are implemented is immaterial. zaac shall be entitled to employ independent subcontractors and staff, notwithstanding its own direct obligations. Contractual arrangements, subsidiary agreements, supplementary provisions and alterations to the contract with zaac must be effected in writing (§ 126b Bürgerliches Gesetzbuch). The same applies in regard to all statements within the contractual relationship, in particular its termination and other unilateral legal acts. This shall also apply to any change concerning the formal requirement itself.
§ 4 Non Disclosure and Data Protection
For the duration of the contract period and following the delivery of the contracted services zaac shall observe strict professional discretion and not disclose any business or customer-related facts of which zaac gains knowledge in connection with the execution of the order. zaac shall also oblige its subcontractors and staff to observe strict professional discretion and non-disclosure. zaac may not pass on any of the above-mentioned facts to third parties without the clients prior written consent. The obligation to observe strict professional discretion and non-disclosure shall be deemed not to be infringed if such information is to be made public on foot of a final judicial or administrative ruling, or on foot of a law, orpublication is effected for the purpose of litigation by zaac, or -
§ 5 Obligation of the Customer to Cooperate
The customer is obliged to do his utmost to support zaac and if required to create the necessary preconditions in his operating surroundings to allow due execution of the order. In particular, the customer shall provide zaac with the documents and information necessary to perform the services and shall provide the required number of rooms, the technical equipment and staff free of charge. The customer shall also comply with the provisions of the Employees Representation Act (Betriebsverfassungsgesetz) and the Personnel Leasing Act (Arbeitnehmerüberlassungsgesetz). If necessary, the contracting partner shall procure the approval of third parties. On conclusion of the contract, the contracting partner shall name the person or persons whose technical and contractual declarations are binding for the contracting partner. In the event that such a person is replaced, zaac must be informed without delay and in writing. The necessary technical conditions for the participation in or retrieval of on-line training or support measures or the related information are noted on the home page of zaac (www.zaac.de). zaac shall not be responsible for how the respective technical requirements are met by of the customer. The customer shall receive access authorisation (password) for the duration of the online training course. He must treat this confidentially and protect it from abuse by third parties. zaac reserves the right to block the password if it gains knowledge of abuse (e.g. disclosure of the password to unauthorized third parties).
§ 6 Remuneration, Terms of Payment, Set-off
The remuneration for the services provided by zaac is calculated according to the time required for the activities (time-based fees) or is agreed in writing as a fixed price. Fees based on the degree of success, or payable in case if success only, are excluded. Remuneration is due immediately on performance of the service and is payable due net plus statutory value-added tax, unless explicitly agreed otherwise. Cancellations of training courses are possible free of charge up to 2 weeks before commencement of a training course. For cancellations received up to 1 week before the agreed date, zaac shall charge 30% of the price as cancellation costs, and thereafter the full price. Set-off against customer claims shall only be possible if such claims are undisputed or have been established as legally binding.
§ 7 Guarantee and Statute of Limitation
zaac shall accept liability - irrespective of the cause in law - for any damage caused with intent or by gross negligence. In the case of slight negligence we shall accept liability only for any loss arising from injury to life, body, or health, and for any loss arising from the breach of a material obligation under the contract (obligations whose fulfillment make the proper performance of the contract possible in the first place and on whose fulfillment the contracting party must be able to rely on regularly). Insofar as we are liable for damages on the merits of a claim this liability shall be limited to the extent of the possible damage which we anticipated, at the time of entering into the contract, as a possible consequence of a breach of the contract or should have anticipated when taking into account the circumstances known to us, or which we should have anticipated while due care was exercised. Also, indirect loss (in particular lost profit or operational disruptions during training sessions) and consequential loss attributable to defects in the goods or services delivered is only recoverable if such loss can typically be expected if the delivered goods or services are used for their intended purpose. The above exclusions of and restrictions on liability shall also apply for the benefit of our executive bodies, legal representatives, employees and other vicarious agents. The restrictions do not apply in respect of our liability on the grounds of intentional behaviour, for the guaranteed nature of the goods or services in question, for injury to life, body or health or under the provisions of the Product Liability Act. We do not assume any liability for the success of the training services in the meaning of §2 I. zaac owes the execution of the training programme in accordance with the training concept as agreed with the customer. Beyond this the customer shall not be entitled to a particular content of the training programme. In relation to the Webinars it should be noted that the uploaded documents might be subject to updating at any point in time. In the event that a Webinar does not take place due to a technical fault for which zaac is responsible, zaac shall be entitled to repeat the training session at a later date to be agreed between the contracting parties.In the case of software applications zaac shall only be liable for the result agreed in writing prior to order confirmation.
§ 8 Liability
Insofar as the results of zaac's work are protected by copyright, zaac shall remain the author and shall retain all rights. This applies in particular to concepts and material produced. The customer may use the results, finished products and documentation produced by zaac for his own purposes only and exclusively, and may not pass them on to third parties. The customer is not permitted to reproduce, record in data-processing media or to disseminate in any form, said materials, in full or in part, without zaacs prior written approval. The use of the services provided for companies associated with the customer requires a separate written agreement.
§ 9 Delay in Acceptance and Failure of the Customer to Cooperate
If the customer delays acceptance or if he fails to provide the cooperation incumbent on him despite a warning notice and setting of a deadline, zaac is entitled to terminate the contract without notice. Notwithstanding the assertion of this claim for termination, zaac shall be entitled to compensation for the damage or additional expenditure caused by the delay in performance or by the failure to cooperate. This also includes additional expenditure caused by work having to be repeated by zaac or being delayed as a result of incorrect, subsequently corrected, incomplete or delayed information received from the customer.
§ 10 Default in Payment by the Customer
The statutory provisions relating to default in payment shall apply. Reminders, invoices and other letters may also be transmitted electronically, in particular by email. During the default period, zaac is entitled to a contractual cease-and-desist order against the customer, notwithstanding any copyright claims. This shall apply to the use by the customer of the work results produced by zaac, until the contractually agreed remuneration has been paid in full. In addition, zaac may also suspend all other services, including those from other contracts with the customer, until the contractually agreed remuneration has been paid in full.
§ 11 Force Majeure
zaac shall not accept liability for delays or defects for which it is not responsible (force majeure). In this case, zaac is entitled to suspend the provision of services for a reasonable period of time. Strikes, lockouts as well as the death or longer illness of a person involved in the project are also considered to be force majeure.
§ 12 Termination of Contract
Contracts for services generally end with the conclusion of the agreed measure or with the presentation of the concept, and do not require a separate notice of termination. This does not affect the right to extraordinary termination of the contract. An extraordinary termination of contract must be effected in writing. If the contracting partner terminates the contract, he is obliged to pay any remuneration due up to the point in time at which the termination comes into force. This includes compensation for all working time according to the hourly, half-daily, daily or project rates specified in the order or, if such rates have not been specified, according to zaac's usual rates for services of the type in question, as well as for materials and other expenses. zaac shall be entitled at any time to assert claims for additional damage caused by the termination of the contract. These claims for damage also include all costs incurred by zaac for legal proceedings.
§ 13 Right of Retention
Until the full and final settlement of all claims, zaac has a right of retention of documents placed at its disposal; the exercise of this right is, however, deemed to be in breach of trust if retention would cause unnecessary damage to the customer, damage which cannot be justified if the interests of both parties are taken into account. After settlement of its claims arising from the contract, zaac must surrender all documents which the customer or a third party placed at the disposal of zaac for purposes of the execution of the order. This provision does not cover normal business correspondence or copied documents of which the customer has kept the originals.
§ 14 Choice of National Law, Place of Fulfillment, Place of Jurisdiction and Contract Language
All contracts concluded on the basis of these General Terms and Conditions shall be adjudicated on exclusively in accordance with German law. The place of fulfillment for zaac and the contracting partner shall be Bonn. The place of jurisdiction for all disputes between the contracting parties is Bonn. The contract language is German.
§ 15 Amendments to the General Terms and Conditions
zaac is entitled at all times to amend or supplement these General Terms and Conditions. zaac shall advise contracting parties of any amendments to the General Terms and Conditions. If the customer does not object to such amendments in writing within 4 weeks following receipt of the notification of amendment, same amendments shall be deemed to have been accepted.
§ 16 Severability clause
If an invalid provision should have been agreed between the parties to the contract, or if one of the contractual provisions should become invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to replace the invalid provision with a valid provision coming as close as possible, in legally permissible terms, to the economic purpose of the invalid provision.