General Terms and Conditions of auxalia GmbH

auxalia GmbH
Schellerdamm 16
21079 Hamburg
Germany

Phone: +49 40 97 07 87-0
Fax: +49 40 97 07 87-77
Email: info@auxalia.com

1 Scope

1.1 Subject Matter of the Contract. These General Terms and Conditions (hereinafter “GTC”) apply to all services, including future services, of auxalia GmbH, Schellerdamm 16, 21079 Hamburg, Germany (hereinafter “auxalia”) in connection with the provision of in-house developments and software programs of third-party software manufacturers (on-prem) as well as the provision of software programs of third-party software manufacturers for browser-based use via the internet, including support and IT services. IT services within the meaning of these GTC include, in particular, implementation, configuration, customizing, training and IT consulting.

1.2 Customer’s Terms and Conditions. Conflicting or additional terms and conditions of the customer shall only apply if auxalia expressly confirms them in writing.

2 Offers; Conclusion of Contract; Subcontractors

2.1 Conclusion of Contract. A contract is concluded upon acceptance of the offer submitted by auxalia to the customer, but no later than upon acceptance of the delivery or use of the services (“Individual Contract”).

2.2 Order of Precedence. If these GTC and an Individual Contract contain different provisions on the same subject matter, the provision of the Individual Contract shall take precedence.

2.3 Subcontractors. auxalia is entitled to have the contractually owed services performed by qualified subcontractors.

3 Provision of Software Programs (On-Prem)

3.1 Software License. If the subject matter of the contract is the provision of software programs, auxalia grants the customer a non-exclusive right to use the software as intended for the contractually specified term of the right of use.

3.2 Authorized Users (auxalia Software). If the subject matter of the contract is the provision of software programs distributed by auxalia as its own software programs (hereinafter “auxalia Software”), the following users are authorized to use it:

3.2.1 Named User. If the customer acquires a license limited to the number of named users (“Named User”), the customer is entitled to install the auxalia Software on the workstations of its named employees and of third parties insofar as they act for and on behalf of the customer, and the named users are entitled to use the auxalia Software on these workstations for the customer’s purposes. If the Named User license is subject to usage-based billing (e.g. Flex model), the customer shall not use the software beyond the usage volumes it has acquired (e.g. tokens).

3.2.2 Network License. If the customer acquires a network license, the customer is entitled to install the auxalia Software on hardware or IT infrastructure operated by it or on its behalf and to make it available to its employees and to third parties, insofar as they act for and on behalf of the customer, for use for the customer’s purposes, provided that the number of users using the auxalia Software at any one time does not exceed the contractually agreed maximum number of users (“Concurrent User”).

3.3 Authorized Users (Third-Party Software). If the subject matter of the contract is the provision of third-party software, the usage authorizations set out in the Individual Contract and in the terms of use of the third-party manufacturer’s terms and conditions incorporated into the Individual Contract shall apply.

3.4 Education Version. If the customer acquires an education version, it shall install the software only on its own computer or on a computer of the university at which it is enrolled and use the software solely for its own educational purposes within the scope of its studies. The customer shall not use the education version commercially.

3.5 Term. Unless otherwise specified in the Individual Contract, the term begins upon provision of the software. If auxalia owes the installation of the software, the software is deemed provided upon its installation. If the customer acquires a time-limited license, the term ends, unless otherwise specified in the Individual Contract, after one year, calculated from the beginning of the term. The term is automatically extended by periods of one year each unless terminated in writing by either party no later than 3 months before the end of the respective term. Termination must be in writing. Contractual termination rights granted to the parties and the right to terminate for good cause remain unaffected.

3.6 Transferability. The rights of use granted to the customer are not transferable. This does not apply to the transfer of rights of use to software programs for which auxalia has granted the customer a perpetual right of use in return for a one-time fee (software purchase). If, in the case of a software purchase, the customer transfers the right of use to the software, the customer’s right of use expires automatically upon the transfer. The prohibition on renting the software to third parties remains unaffected.

3.7 Condition Precedent. If the customer acquires a perpetual license, the rights are granted subject to the condition precedent of full payment of the purchase price in accordance with Section 8.2. Until full payment has been made, auxalia tolerates the use of the software in the manner described above. This toleration is revocable if the customer is in default of payment.

3.8 System Requirements. When installing and using the software, the customer shall observe and ensure the system requirements recommended or prescribed by auxalia or, in the case of third-party software, by the third-party provider.

3.9 License Key. The license key (license manager) required for installing the software serves to facilitate proof of the customer’s authorization. Its possession or use alone does not grant any right to use the software. Such a right arises only from an agreement with auxalia or from a statutory provision. The customer shall always use the current version of the software’s license manager.

3.10 Restrictions and Prohibitions of Use. The customer is not entitled to perform the following actions:

3.10.1 Modification, adaptation, translation, editing, arrangement or other transformation of the software, as well as reproduction of the results obtained thereby, unless these actions are necessary for the intended use of the software, including error correction by the person entitled to use the program, and auxalia has not offered and, if commissioned, carried out the removal of the obstacle to intended use within a reasonable period;

3.10.2 Disassembling, decompiling, reverse engineering or applying any other method to obtain the source code, unless these actions are necessary to achieve the interoperability of an independently created computer program with other programs and auxalia has not made the necessary information available within a reasonable period;

3.10.3 Reproduction of the software, with the following exceptions: installation and running in accordance with Sections 3.1 and 3.2 above, and the creation of one backup copy, which must be labeled as such;

3.10.4 Removal or alteration of trademarks, copyright notices or other proprietary notices of the software;

3.10.5 Lending, renting, leasing or any other temporary provision of the software to third parties;

3.10.6 Use of the software on behalf of a third party, e.g. as Software as a Service (SaaS) or as an Application Service Provider (ASP).

3.11 Maintenance. When acquiring a time-limited license for auxalia Software, the customer also obtains a claim to its maintenance during the term of the license. Maintenance comprises the delivery of new versions of the software covered by maintenance, including upgrades and updates as well as patches and bug fixes released by Quanos. Software delivered as part of maintenance is subject to the terms of use of the originally acquired software. Maintenance of software programs of third-party software manufacturers is subject to the maintenance terms of the respective software manufacturer.

3.12 Data Transfer (auxalia Software). For troubleshooting and to improve the auxalia Software, the logger integrated into the auxalia Software sends the following data to a server operated by auxalia or on its behalf: user IP, machine name, user name, and error message generated by the program. The data is used exclusively to improve support and the auxalia Software; disclosure to third parties is excluded.

3.13 Infringement. The customer shall inform auxalia without undue delay as soon as it becomes aware of an infringement of an industrial property right or copyright in the software or of the disclosure of user IDs or passwords to unauthorized users.

3.14 Audit Rights. auxalia has the right, in consultation with the customer, to carry out audits or have them carried out by auditors to be named in each individual case in order to verify the customer’s compliance with the terms of use. In particular, auxalia is entitled to satisfy itself of the customer’s compliance with these terms of use at the customer’s business premises by means of inspections, which are generally to be announced in good time.

3.15 Obligation of Users and Acquirers. The customer shall oblige the authorized users and, in the event of a transfer of the software in accordance with Section 3.6, the acquirer, to comply with the terms of use of these GTC, of the Individual Contract and, in the case of third-party software, of the third-party manufacturer’s terms and conditions incorporated into the Individual Contract. The declaration of commitment must be in text form and must be submitted to auxalia upon request.

3.16 Executable Version. The software owed is the software as an executable version in object code. The source code of the software is not owed.

4 Provision of Software as a Service

If the customer acquires software programs from third parties (“Third-Party Providers”) from auxalia for browser-based access via the internet, the following provisions of this Section 4 apply.

4.1 Provision of Services. Subject to the availability specified in Section 4.8 of these GTC, the Third-Party Provider makes the software programs described in the Individual Contract available to the customer on one or more central data processing systems (hereinafter, even if plural, referred to as “Server”) for access via an internet connection (hereinafter, including the storage space pursuant to Section 4.2 below, “Services”). The software is not handed over to the customer.

4.2 Provision of Storage Space. Subject to the availability specified in Section 4.8 of these GTC, the Third-Party Provider keeps storage space available on the Server during the term of the contract for the data uploaded to the Server by the customer and its employees with access authorization (hereinafter referred to as “Customer Data”).

4.3 Term. The customer’s entitlement to use the Services (hereinafter “Service Term”) begins in each case with the provision and making available of the software program on the Server. Unless otherwise specified in the Individual Contract, the Service Term ends after one year, calculated from the beginning of the Service Term (hereinafter “Initial Term”), and the Service Term is automatically extended by periods of one year each (hereinafter “Renewal Term(s)”) unless terminated in writing by the customer no later than 4 months or by auxalia no later than 2 months before the end of the respective term. Contractual termination rights granted to the parties and the right of each party to terminate for good cause remain unaffected.

4.4 Rights of Use for Third-Party Software. The subject matter and scope of the rights to use the software of Third-Party Providers (including any limitations on the number of users and the volume of use) are set out in the Individual Contract and in the respective terms of use of the Third-Party Provider, which auxalia makes available to the customer before conclusion of an Individual Contract (hereinafter “Third-Party Provider Agreement”). Upon conclusion of the Individual Contract, the Third-Party Provider Agreement applies between the respective provider of the third-party software and the customer. In addition, the customer undertakes towards auxalia to comply with the terms of the Third-Party Provider Agreement.

4.5 Handover. The Services are handed over at the technical transfer point of the data center in which the Server is located. The customer is responsible for the internet connection between the customer and the data center and for the hardware and software required for this (e.g. PC, network connection), as well as for the configuration of the customer’s IT environment necessary for access to the Services (e.g. firewall settings).

4.6 Customer Data.

4.6.1 Use of Customer Data. The customer grants auxalia and the Third-Party Provider the non-exclusive right to use the Customer Data to fulfill auxalia’s obligations under this contract, in particular to reproduce this Customer Data on the Server, itself or through a subcontractor, for the purpose of providing the Services and to make it accessible to authorized users.

4.6.2 Customer Data upon Termination of the Contract. The customer must submit its request for the return of Customer Data after the end of the Service Term to auxalia in writing at least 30 calendar days before the end of the term. auxalia reserves the right to invoice the customer for activities relating to the provision and transfer of Customer Data at its applicable list prices.

4.7 Further Development. The software is continuously being further developed. However, the basic functions are always retained. In addition, the Third-Party Providers are free, taking into account the interests of the customer, to extend the software with functions at any time or to remove functions that are no longer useful.

4.8 Availability. auxalia guarantees an availability of the Services of 98% per month in relation to the transfer point specified in Section 4.5 of these GTC. This availability is calculated as follows:

Availability (%) = (Total minutes in the calendar month − Excluded Downtime − Downtime) ÷ (Total minutes in the calendar month − Excluded Downtime) × 100

Excluded from availability is the total number of minutes in the month attributable to the following (“Excluded Downtime”): (i) announced maintenance work, (ii) suspension of the Services due to circumstances for which the customer is responsible, and (iii) periods of unavailability due to factors beyond auxalia’s control, e.g. due to unforeseeable events that cannot be prevented even by exercising reasonable care.

4.9 Obligations of the Customer

4.9.1 Data Protection. When using the Services, the customer shall comply with the applicable data protection laws and, in particular, obtain the necessary consent of the respective data subjects insofar as the customer collects, processes or uses personal data when using the Services and no other statutory legal basis applies.

4.9.2 Third-Party Rights. The customer shall ensure that it observes all third-party rights in the content it uses (e.g. when transferring third-party texts/data to the Server).

4.9.3 Virus Protection. Before sending Customer Data to the Server, the customer shall check it for viruses and use state-of-the-art virus protection programs.

4.9.4 No Misuse. The customer shall not misuse the Services or allow them to be misused; in particular, it shall not use on the Server, or refer to, any content that is unlawful or immoral and/or that incites hatred, instructs others to commit criminal offenses or glorifies or trivializes violence, is sexually offensive or pornographic, is likely to seriously endanger children or young people morally or impair their well-being, or may damage the reputation of auxalia or the Third-Party Provider.

4.9.5 Protection against Unauthorized Access. The customer shall take appropriate precautions to prevent unauthorized access to the Services, in particular to protect the Services against unauthorized use. The customer is obliged to keep user IDs and passwords secret and not to make them accessible to unauthorized third parties. The customer shall expressly ensure that authorized users comply with these conditions.

4.9.6 Duty to Inform in the Event of Infringement. The customer shall inform auxalia without undue delay as soon as it becomes aware of an infringement of an industrial property right or copyright in the software or the Service or of the disclosure of user IDs or passwords to unauthorized users.

4.10 Blocking of Access. auxalia is entitled to block, or have blocked, access to the Services temporarily or permanently if there are concrete indications that the customer is violating or has violated these GTC, the contract and/or applicable law, or if auxalia has another legitimate interest in blocking access. When deciding on a block, auxalia shall take appropriate account of the customer’s legitimate interests.

5 Support

If, in addition to the provision of or access to software programs, the customer also acquires support (individually or as an integral part of the software product), auxalia provides technical support during the contract terms in accordance with the Support Policy attached as Annex 1 to these GTC. Different support terms may apply to support for software programs of third-party software manufacturers.

6 Trial Versions

Trial versions may have limited functionality and are intended for demonstration or testing purposes only. Commercial use of trial versions is prohibited.

7 IT Services

7.1 Obligations of auxalia. If the customer acquires IT services from auxalia, auxalia provides the services specified in the Individual Contract. auxalia does not owe any further services. auxalia shall provide the agreed services in accordance with the established state of the art, the service description and using professional know-how. auxalia is entitled at any time to replace employees with other qualified employees or service providers. Unless expressly stipulated otherwise in the Individual Contract, auxalia is not obliged to achieve specific results.

7.2 Customer’s Duties to Cooperate. The customer shall provide the cooperation services agreed in the Individual Contract (e.g. provision of infrastructure, personnel, hardware, documents, organizational support). Unless otherwise stipulated in the Individual Contract, the customer’s personnel shall be available to respond to auxalia’s inquiries within one working day. auxalia may request the replacement of cooperating employees of the customer if the employee to be replaced is not qualified or willing to cooperate. The customer is itself responsible for the practical implementation of the services owed, even if the customer and auxalia jointly draw up a plan for the practical implementation of the services owed.

7.3 Deadlines. If specific deadlines are provided for in the Individual Contract for the performance of contractually owed services or certain parts thereof (milestones), these deadlines are merely estimated dates and are not binding unless expressly designated as binding.

7.4 Work Results. Work results owed by auxalia that are capable of acceptance shall be inspected and accepted by the customer in accordance with the contractually agreed criteria and tests. The customer shall inform auxalia in writing without undue delay of any defects discovered during the acceptance test, including a reasonably detailed specification of the nature and conditions of these defects (“Defect Report”). The work results shall be deemed accepted if auxalia does not receive a Defect Report within 4 weeks of delivery. auxalia and its licensors remain the owners of all rights to the work results. Unless otherwise agreed in the Individual Contract, the customer receives a worldwide, non-exclusive right to use the work results as intended. If work results are integrated into auxalia software programs, auxalia grants the customer the same rights to the work results as to the software programs otherwise.

8 Fees and Payment Terms

8.1 Remuneration Stipulated in the Individual Contract. The amount and type of remuneration are stipulated in the Individual Contract. Otherwise, the following provisions apply to remuneration.

8.2 One-Time Fee for Perpetual Licenses. The remuneration for the provision of perpetually granted software licenses in return for a one-time fee (software purchase) is due for payment upon conclusion of the contract and receipt of the invoice by the customer.

8.3 Recurring Fees. Unless otherwise stipulated in the Individual Contract, recurring fees for the provision of time-limited software licenses, Services, maintenance and support for the first contract year are due for payment in advance within 10 days of receipt of the invoice. The fee for Renewal Terms is due for payment in advance before the beginning of each contract year.

8.4 Price Adjustment. auxalia is entitled to adjust the amount of the fees listed in Section 8.3 appropriately once a year. When making an adjustment, auxalia takes into account cost changes that have occurred in the meantime in the areas of wages, salaries and the cost of acquiring IT services. An adjustment takes effect on the date specified by auxalia, but no earlier than one month after the customer has received notification of the adjustment. In the event of a fee increase of more than 5%, the customer is entitled to terminate the contract extraordinarily. Termination must be declared in writing without undue delay after receipt of the notification of the increase, with effect from the date on which the increase takes effect.

8.5 Remuneration for IT Services. The following conditions apply to the provision of IT services:

(a) If the remuneration is based on time spent, auxalia shall invoice the customer at the end of each month for the activities performed in that month on a time-and-material basis at the agreed hourly or daily rates. The effort stated in an auxalia offer is an estimate unless expressly agreed otherwise.
(b) If the parties agree on a flat-rate remuneration, auxalia is entitled to invoice the customer for installment payments in the amount of the value of the services rendered by auxalia and owed under the contract.

8.6 Costs (IT Services). Unless otherwise agreed, the customer bears auxalia’s material costs, travel costs and expenses incurred in the provision of IT services. Travel costs and expenses are charged at actual cost and at flat-rate expense allowances in accordance with the applicable statutory regulations. Travel time is charged as working time at the same hourly rate. If, in individual cases, billing is not based on hourly rates, a reasonable hourly rate taking into account qualifications applies for calculating travel time.

8.7 Net Prices. All prices are net prices plus the applicable statutory value-added tax.

8.8 Set-Off; Retention. Set-off or retention is only permitted on account of counterclaims of the customer that are undisputed or have been finally established by a court.

9 Warranty

9.1 Supplementary Performance. If, in an individual case, auxalia owes the provision of a perpetual software license (software purchase) or a result-oriented activity under a contract for work or a contract for work and materials, and auxalia has not provided the service free of material defects or defects of title, auxalia shall, upon the customer’s request for supplementary performance, be obliged at its own discretion to remedy the defect or provide a replacement (together “Supplementary Performance”). If Supplementary Performance fails, the customer may, at its discretion, withdraw from the contract or reduce the remuneration. A remedy of defects shall only be deemed to have failed if it is impossible, if it is refused or unreasonably delayed by auxalia, if there are justified doubts about the prospects of success after a second attempt at Supplementary Performance, or if a further attempt at Supplementary Performance is unreasonable for the customer for other reasons. The provision of a workaround as a temporary solution shall be taken into account in this assessment. The statutory cases in which setting a deadline is not required remain unaffected.

9.2 Limitation Period. Claims for defects under the law of sale, in particular claims for defects in the case of a software purchase, become time-barred 12 months after delivery; claims for defects under the law on contracts for work become time-barred 12 months after acceptance. This does not apply to claims for damages or to claims for defects in the event of fraudulent concealment of a defect.

9.3 Exclusion of No-Fault Liability for Damages. If auxalia owes the provision of a time-limited license and/or Services, auxalia’s no-fault liability for damages for defects already existing at the time the contract is concluded (Section 536a (1) of the German Civil Code (BGB)) is excluded.

9.4 De Minimis. There are no claims for defects in the case of insignificant deviations from the agreed quality that do not significantly impair the use of the service.

9.5 Damages. The customer is only entitled to claims for damages due to defects insofar as auxalia’s liability is not excluded or limited in accordance with Section 10 of these GTC.

10 Limitation of Liability

10.1 Intent and Gross Negligence. auxalia is liable without limitation for damages caused intentionally or through gross negligence.

10.2 Slight Negligence. In the event of a slightly negligent breach of a primary obligation or of an ancillary obligation whose breach jeopardizes the achievement of the purpose of the contract or whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer could rely (hereinafter “Material Ancillary Obligation”), auxalia’s liability is limited to the typical contractual damage foreseeable at the time the contract was concluded. auxalia is not liable for slightly negligent breaches of ancillary obligations that are not Material Ancillary Obligations. However, the above limitations and exclusions of liability do not affect auxalia’s liability under an assumed quality guarantee, for fraudulent intent, for damages arising from injury to life, body or health, or for product defects under the German Product Liability Act. This does not entail a change in the burden of proof to the detriment of the customer.

10.3 Beneficiaries. Insofar as liability is excluded or limited under this Section 10, this also applies to the personal liability of auxalia’s employees, staff, representatives and vicarious agents.

11 Confidentiality; Reference Customer; Data; Data Protection

11.1 Confidentiality. The parties undertake to maintain the strictest confidentiality regarding all confidential matters of the other party that come to their knowledge in the course of performing the contract, including know-how and trade and business secrets, and neither to disclose them nor to use them in any other way. This applies to any unauthorized third parties, unless the disclosure of information is necessary for the proper performance of the contract.

11.2 Reference. However, auxalia is entitled to use the customer’s name and logo on the auxalia website, in financial reports, press releases, brochures and customer lists to indicate that the customer is a customer of auxalia.

11.3 Compliance with Data Protection. Insofar as the customer commissions auxalia to collect, process and use personal data, or auxalia gains access to personal data used by the customer in the course of performing the contract, auxalia undertakes to process and use this data only in accordance with data protection provisions, in particular those of the General Data Protection Regulation (GDPR).

11.4 Data Processing on Behalf. All personal data transmitted by the customer to the Server or entered on the Server is processed on behalf of the customer. The terms and conditions for data processing on behalf (Art. 28 (3) GDPR), which can be viewed, downloaded and printed at www.auxalia.com/agb, apply between the parties.

12 Miscellaneous

12.1 Severability Clause. Should individual provisions of the contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the contract.

12.2 Assignment. auxalia is entitled to transfer the contract to a company affiliated with auxalia and to an acquirer of the part of the business relating to the subject matter of the contract. The customer hereby consents to such a transfer of the contract.

12.3 Right to Amend. During the term of the contract, auxalia may amend the GTC in order to (1) adapt the GTC to new legal requirements or changed supreme court case law, (2) eliminate doubts regarding interpretation, or (3) adapt the GTC to changed technological developments or market conditions. auxalia shall notify the customer of such amendments to these GTC in text form at least 4 weeks before they take effect. If the customer does not object to an amendment within 4 weeks of receipt of the notification, the amendments shall be deemed effectively agreed. When informing the customer of the amendments, auxalia shall separately point out the right to object and the consequences of remaining silent.

12.4 Place of Jurisdiction. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Hamburg. auxalia is also entitled to bring an action at the customer’s registered office or at any other competent court.

12.5 Applicable Law. German law applies, excluding its conflict-of-law rules that would lead to the application of another legal system. The application of the CISG (“UN Convention on Contracts for the International Sale of Goods”) is excluded.

Annex 1 – Support Policy

1. Subject Matter of Support

During the term of the license or the Service Term, auxalia provides support for resolving technical problems. Support requests can be submitted via the following addresses/numbers:

• auxalia Support Center by email to: support@auxalia.com
• Help Desk Ticket System (standard procedure for submitting error reports). Support requests are listed in the help desk ticket system. An evaluation of support activities and requests can be carried out at any time.
• Online remote maintenance via:
  • GoToAssist Helpdesk: The relevant details will be provided to the customer in the event of a support case.
  • By phone: +49 40 970 787-99, with a brief description of the support issue. A support employee will call the customer back after the error has been reported.

The customer shall cooperate in narrowing down errors. In particular, the customer shall provide auxalia with verifiable documentation on the nature and occurrence of the reported error and state how the error manifests itself, what its effects are and under what circumstances it occurs.

auxalia will process the support request within 24 hours of receipt and provide an initial status report. If the support request is received outside support hours, this period begins at the start of the next support hours following the request. Days outside support hours are not taken into account when calculating the period.

auxalia will make reasonable efforts to help solve a problem or eliminate an error in the software or Services. auxalia does not owe a successful solution to the problem or elimination of the error within the scope of support. The customer’s claims under warranty for defects remain unaffected.

2. Support Hours

auxalia provides support services on working days Monday to Thursday from 8:30 a.m. to 5:00 p.m. and Friday from 8:30 a.m. to 3:00 p.m. (CET/CEST). Excluded are nationwide public holidays in Germany as well as December 24 and the period between December 27 and December 31.

3. Service Level

Otherwise, auxalia provides the services agreed in the Individual Contract in accordance with the support level booked by the customer.

Annex 2 – eTraining

1. Access to eTraining Courses / User Accounts

Access to the eTraining courses is password-protected via the internet using the access data provided to the contracting party. Use is permitted exclusively for the users specified in the Individual Contract (personal use).

The contracting party is obliged to treat access data confidentially and to protect it from access by unauthorized third parties. Sharing access data is not permitted.

In the event of a violation or concrete indications of misuse, in particular within the meaning of Section 1.1, the provider is entitled to block access temporarily or permanently. Otherwise, the provisions of the GTC apply, in particular Sections 4.9.5 and 4.10.

1.1 Usage Monitoring / Access Data

To ensure the proper operation of the eTraining platform and to prevent and investigate misuse, the provider is entitled to collect and evaluate access data. This includes, in particular, the IP address, times of access, duration of use and the use of course content and functions.

This access data is processed exclusively in accordance with the applicable data protection provisions and serves in particular to verify compliance with the contractually agreed usage authorizations (in particular personal use) and to detect impermissible use, in particular the sharing of access data with third parties.

2. Technical Requirements

The contracting party is responsible for creating the technical requirements on its side for accessing the courses and completing the assignments, in particular with regard to the hardware and operating system software used, the internet connection including ensuring the connection speed, current browser software and the acceptance of cookies transmitted by the provider’s server, and bears all costs in connection with meeting these requirements. Upon request, the provider will inform the contracting party which browser is to be used.

3. Scope of Services / Restrictions of Use / Provider’s Right to Make Changes

The content accessible to the contracting party within a course is specified in the service description, which also sets out the agreed quality of the course. The provider is entitled to change or restrict the content of the courses, to replace content, and to modify modules appropriately with regard to their content, in particular to reduce or extend them appropriately.

Active participation (e.g. camera switched on, completion of assignments, examinations) is mandatory to receive a certificate of attendance or a certificate.

The provider is entitled to exclude participants from participation in the event of serious misconduct.

Statements and explanations about the courses in advertising materials, on the provider’s website and in the documentation are to be understood exclusively as a description of the content and quality and not as a guarantee or assurance of a characteristic.

No specific learning success or passing of examinations is owed.

4. Rights of Use / Duration of Use

For the duration of the agreed usage period, the contracting party receives a simple, non-transferable right to participate in the booked eTraining courses and to use the content provided for its own learning purposes.

Use is restricted to the respective authorized user. Access to the course content expires at the end of the agreed usage period.

Otherwise, the provisions on rights of use and restrictions of use in accordance with Section 3 of the GTC apply accordingly.

5. Copyright and Use of Content

All content of the eTraining courses (in particular videos, texts, documents, presentations and learning modules) is protected by copyright.

In particular, the contracting party is prohibited from recording, reproducing, distributing or making publicly available any content, in whole or in part, without the provider’s prior consent, from making it accessible to third parties or from using it commercially.

Mandatory statutory permissions remain unaffected.

6. Availability of the eTraining Platform

The eTraining courses are provided within the scope of technical and operational possibilities. Maintenance work, further developments and technical malfunctions may lead to temporary restrictions in availability. There is no entitlement to availability at all times.

Otherwise, the provisions on availability in accordance with Section 4.8 of the GTC apply.

7. Conditions of Participation / Cancellation

If fixed dates are scheduled for certain eTraining courses (e.g. live online trainings), the following conditions apply:

• Cancellation up to 14 days before the start of the course: free of charge
• Cancellation up to 7 days before the start of the course: 50% of the fee
• Thereafter or in the event of non-attendance: full fee

Accessing or playing one or more video contents or learning modules of an eTraining course also counts as participation, regardless of whether the course has been fully completed.

The service is deemed to have commenced upon the first access to course content. In this case, a refund of the fee is excluded.

Rebookings are possible subject to availability and by arrangement. Early termination of participation does not release the participant from the obligation to pay.

8. Right of Withdrawal

If the contracting party is a consumer within the meaning of Section 13 of the German Civil Code (BGB), it has a statutory right of withdrawal in accordance with Sections 312g and 355 BGB. This right of withdrawal expires prematurely in accordance with Section 356 (5) BGB if the provider has begun performance of the contract after the contracting party has expressly agreed that the provider may begin performance before the end of the withdrawal period and the contracting party has confirmed its knowledge that it loses its right of withdrawal by giving this consent.

9. Supplementary Application of the GTC

Otherwise, the General Terms and Conditions of auxalia GmbH apply. This applies in particular to provisions on liability, warranty, remuneration and data protection.