General Terms and Conditions of Compliance Essentials GmbH

These General Terms and Conditions (“GTCs”) apply to use of the customer portal’s software (hereinafter referred to as “services”) and participation in online training seminars of Compliance Essentials GmbH, Lochhamer Str. 31 82152, München-Planegg, Germany (hereinafter referred to as “Compliance Essentials,” “we” or “us”).

Our contractual partners can only be entrepreneurs, businesspersons, self-employed persons or public institutions (hereinafter referred to as “contractual partner(s)”). No sales are transacted with consumers as defined by Section 13 of the German Civil Code (BGB). Statutory value-added tax shall be payable on top of all the stated prices.

1. Subject matter and conclusion of contracts
   1. The features and details of the content, scope and procedure for the offered services can be found in the relevant descriptions of the offerings on the website www.compliance-essentials.de (hereinafter referred to as the “customer portal”).
   2. Our services can be booked either on our website or in direct contact with an employee. Contractual partners book services on the website by choosing the service in question (such as web-based training) and the number of users and by entering the required information as shown in the input fields (such as details relating to their company and payment) and confirming the inputs at the end of the booking process. Contractual partners book the articles in their shopping cart bindingly by clicking on the “Buy Now” button. After the booking has been submitted, a confirmation containing details of the booking and the data for accessing or obtaining the contractual service are sent. A binding contract is formed when an offer confirmation is sent. If services are booked in direct contact with an employee, a contract is formed by means of an offer confirmation. Bookings covering a specific term of time (such as 24 months) run for the agreed term and are renewed automatically by the duration of that term, unless they are terminated by one of the parties to the contract in text form (which also includes e-mail) at least three months before their term ends, unless agreed otherwise under an individual contract.
   3. We reserve the right not to accept or only to partially accept a booking and do not need to give a reason for doing so. There is no right to book a specific service (unless explicitly agreed otherwise). We also reserve the right to make specific services unable to be obtained temporarily or permanently. There is no right to the availability of a service, unless explicitly specified otherwise.
   4. Bookings are handled in automated form. Contractual partners must ensure that the data they state as part of a booking (such as their e-mail address) is correct and that the general technical and organizational requirements for booking and performing the services are met (please also note our system requirements). If a failure to comply with these stipulations (for which the contractual partner is to blame) causes extra costs to be incurred for support (such as changing e-mail addresses, manual activation), the contractual partner shall be charged €160.00 an hour for that. The onus is on contractual partners to prove that they are not to blame. If the blame lies with Compliance Essentials, no costs are incurred by the contractual partner.
   5. There is no right of cancellation, unless agreed on an individual basis.
2. Terms of payment
   1. The prices specified in the description of the services on the customer portal or in the offers apply. If statutory value-added tax is not disclosed for a service, the price for it is a net price on which statutory value-added tax is additionally payable. Payment can be made using one of the methods offered. We reserve the right in an individual case to exclude specific payment methods. If payment by invoice is offered, we reserve the right to check the contractual partner’s creditworthiness on a case-by-case basis.
   2. Claims are due when the invoice is received and are payable without deduction within 14 days, unless they are remitted by means of a SEPA direct debit mandate. We reserve the right to enable the full scope of the services only once they have been paid for in full. We reserve the right to block access if there are disruptions to services. If a payment is rejected and the contractual partner is responsible for that, we are authorized to charge the resultant extra costs, expenses and other claims due to delay in payment.
   3. Mutual offsetting of claims is excluded, unless the counterclaim is undisputed or has been legally established with final and binding effect.
   4. Compliance Essentials reserves the right to adjust the agreed prices, fees, down payments, licenses and hourly rates once per year of the contract in order to reflect changes in market conditions or if there are changes to procurements costs or procurement prices. Such an adjustment will come into effect after the respective contractual term has been renewed, provided the contractual partner has been given notice of the adjustment in text form by the third business day of the last month of the current contractual term. If Compliance Essentials requests a price adjustment after the regular period of notice ends, the contractual partner shall have a special right of termination with a period of notice of three weeks to the end of the month.
3. License rights and rights of use
   1. Parts of our services (in particular the content of trainings) are subject to copyrights and industrial property rights. Compliance Essentials is solely entitled to the rights to them and we reserve rights to them which are not explicitly granted to the contractual partner.
   2. So that our contractual partners (and their employees and users) can take part in our training courses or can integrate or market them (depending on the individual booking), we grant them a simple right to use the services, which right is restricted to the booking in question, is not transferable and applies only to the users who have been specifically booked or to whom training materials are allowed to be disseminated. The services must be used solely in compliance with these GTCs and in accordance with their intended purpose. Any use of documents or parts of them above and beyond their intended purpose is not permitted unless we have given our written consent. In particular, it is not permissible to exploit the content of our services, use them commercially above and beyond their intended purpose (such as sale, lease or loan of them), to make corrections or adjustments to them or to otherwise change them.
   3. Contractual partners shall not make our services and their content available to unauthorized third parties, make them publicly accessible, modify them (in particular by removing, disfiguring or suppressing our brandings) or using or exploiting them in a manner other than that agreed, unless otherwise agreed with us. The right to use the services shall expire when the contractually agreed training or agreed contractual term ends.
   4. The following applies if content or documents of the contractual partner are uploaded to our customer portal: The contractual partner grants us a simple right to host, store and reproduce this content free of charge, which right is transferable solely in respect of integration of the booked content. Apart from that, the contractual partner retains the rights to the content. The contractual partner shall only integrate content that complies with the law and other statutory provisions. Content that violates third-party rights shall not be integrated (in particular content that infringes copyrights, trademark rights, privacy rights and industrial property rights of third parties or is unlawful, misleading, discriminatory, pornographic, sexist, threatening, offensive, libelous, defamatory or ethically objectionable, glorifies violence, is harassing, unsuitable for minors, racist or immoral, constitutes hate speech, or is xenophobic or otherwise reprehensible). 3.5. Content uploaded to the customer portal must be free of viruses, worms, Trojans or other malicious code. Compliance Essentials is authorized to delete or remove content that is unlawful or infringes our GTCs, temporarily or permanently, without prior notice and without giving a reason for doing so.
4. Warranty and liability
   1. Compliance Essentials does not pledge or warrant that contractual partners achieve the results they envisaged from using the services, unless contractually agreed in separate form. Compliance Essentials does not owe any concrete successes, results or other results envisaged by the contractual partner.
   2. Our services do not constitute individual legal advice or other forms of advice that might be of a legal nature. Compliance Essentials points out that the contractual partners themselves are responsible for implementing any content learned in the web-based training courses and for subjecting such content to their own legal assessment.
   3. Compliance Essentials shall not be liable for damage outside our sphere of responsibility or attributable to the fact that our services are not used as intended. Compliance Essentials shall only be liable for damage caused through intent or gross negligence or injury to life, body or health for which we are to blame. Compliance Essentials shall likewise be liable for culpably violating a cardinal contractual obligation whose proper fulfillment constitutes a vital condition for proper implementation of the contract, whose violation jeopardizes achievement of the contract’s purpose or on the fulfillment of which the contractual partner may regularly rely. In this event, our liability is limited to foreseeable damage typical of the contract. Any further liability on our part is excluded. Liability under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected by these GTCs.
5. Data protection
   1. Personal data of course participants is processed by Compliance Essentials as part of provision of the customer portal for web-based training courses. Consequently, a data processing agreement (Article 28 GDPR) is concluded between Compliance Essentials and the contractual partner when a contract is concluded. The contractual document can be stored in the course of the ordering process or called up later on the customer portal.
   2. Contractual partners are responsible for ensuring minimum technical requirements (such as an installed program to call commonly used video players or a suitable Internet connection) so that they and their employees can take part in web-based training courses on the customer portal.
6. Reference customer agreement
   1. Compliance Essentials is authorized to use the contractual partner’s name and logo for reference purposes, for example on its own website or in user presentations. This authorization can be revoked by the contractual partner at any time, unless otherwise agreed.
7. Final provisions, place of jurisdiction
   1. Compliance Essentials endeavors to provide the services permanently without disruption, where possible. However, that is not always technically possible. We therefore do not warrant that the services are provided without disruption and do not guarantee a specific availability of the web-based training courses. In particular, we may have to restrict access to the customer portal or to specific functions, in full or in part, temporarily or permanently. In addition, there is no right to permanent provision of individual functions; in particular, we can adapt, change or discontinue them at any time.
   2. Compliance Essentials can propose amending these GTCs to the contractual partner at any time. Amendments to these GTCs shall be offered to the contractual partner in text form (such as by e-mail) no later than 30 days before the proposed time they are due to take effect. If amendments are to the disadvantage of the contractual partner, the contractual partner has the right to object to them. The contractual partner shall be deemed to have consented to the amendments if the contractual partner does not inform Compliance Essentials in text form that it rejects them before the proposed time they are due to take effect. Compliance Essentials shall point out that the contractual partner has a right to object and that the new GTCs will become effective if no objection to them is raised.
   3. German law, to the exclusion of any conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). shall apply exclusively to our GTCs.
   4. Any disputes arising from these GTCs shall be settled solely before a competent court of law in Munich, Germany.