General Business Terms and Conditions
§ 1 General
1. These General Terms and Conditions shall be valid for all contractual agreements concluded between OASY AG (“OASY”) and its customers. Other terms and conditions shall not become contractual content even if they have not been expressly objected to by OASY.
2. Offers made by OASY are considered to be non-binding and free of obligation. A contractual agreement shall only then be considered to have been concluded between OASY and the customer if OASY has confirmed the customer’s order in writing or filled the customer’s order.
§ 2 Training
1. OASY shall conduct the events according to the description in the course program or on the online web site. However, it reserves the right to make changes in speakers, venues and times as well as content-related deviations.
2. The registration for the seminar must be made in writing or via the OASY Internet site and is considered to be binding. Every registration shall be confirmed in writing by OASY. The registrations shall be considered in the order that they are received. If a customer registers several participants, then the customer shall be responsible for the contractual obligations of the participants as well as for his own obligations.
3. Every participant shall receive a participation certificate that has been personally issued to him in order to be allowed to attend the seminar.
4. The seminar documents provided are issued to specific persons and may, neither in whole nor in part, be reprinted, reproduced, translated or made available to third parties. This also includes the information made available on data carriers or on the Internet. The software provided in the seminars and for training purposes may neither in whole nor in part, be copied or otherwise made available.
5. If, while concluding the contractual agreement, the customer requests a hotel reservation for the participants, then OASY shall endeavor to reserve corresponding lodging in the name and on the account of the customer. In the event that a reservation should not be possible, then the customer shall be promptly notified of this. No claim to the reservation of hotel lodging shall exist.
6. For company seminars and individual training sessions, the customer must present software licenses.
7. The customer shall be responsible for ensuring that the seminar participants adhere to the security, safety and other rules and policies that are valid for the seminar venue. The customer shall be liable for any damage to the leased venue, its equipment and any leased technical equipment which has been caused by the seminar participants, the customer or the customer’s vicarious agents or auxiliary personnel.
8. The customer must issue a written complaint in a prompt manner, but nonetheless by no later than two weeks after contractual performance was supposed to have been rendered, about any training services that were not rendered, were not rendered contractually or were flawed. OASY shall be entitled to render contractual training services within an appropriate extension period if the training services were not rendered, were not rendered contractually or were flawed due to sets of circumstances for which OASY is responsible. The customer shall only then be entitled to withdraw from the contractual agreement if OASY once again fails to render contractual performance.
§ 3 Service
1. In the event that OASY renders installation services upon the customer’s premises, the customer shall ensure that the required network and electrical power connections are available.
2. The software required for the installation services shall be provided by the customer.
3. The smallest billable unit for working time shall be one-fourth of an hour.
§ 4 Procurement of trainers
1. OASY shall serve as the intermediary between the customer who is seeking competent instructors for special training requirements and the instructors. OASY shall negotiate exclusively with the customer about the service package.
2. The cooperation between OASY and the instructor shall be regulated by a framework contract. A special contractual agreement shall be concluded for each training measure which regulates the individual details of the training.
3. Out-of-pocket expenses and mileage shall be billed based upon the valid tax rates. All other costs (hotel, flight, etc.) shall be billed based upon actual expenses incurred.
§ 5 Hardware leasing
1. The customer may lease hardware or other equipment for his usage outside of OASY’s premises. The rental object, the rental timeframe and the rental fee shall be stipulated in the contractual agreement.
2. When the rental object is surrendered to the customer, the customer shall inspect the rental object with regards to its functionality. He shall be obliged to handle the rental object in a careful and protective manner. Any damage must be immediately reported to OASY. The customer may allow the rental object to be used only by his company’s employees. It is not permitted to make such rental objects available to third parties.
3. The customer may make structural changes, particularly alterations and fittings, to the rental object or install software only after having received OASY’s prior written approval to do so. Insofar as OASY has issued the approval, then the rental object and its configuration must be restored to its original condition when the rental period lapses. Any other agreements must be in writing.
4. OASY is granting usage to the rental object in the condition it is in when it is surrendered. Regardless of fault, OASY’s liability for initial material defects shall be excluded. Moreover, the customer may demand that OASY pay damage compensation owing to defects of the rental object only insofar as OASY has committed intentional wrongdoing or gross negligence against documentation.
5. If nothing to the contrary has been agreed in writing, the payment of the rental fee must be made before the rental object is provided. OASY may set the amount of a security deposit that must likewise be paid before the rental object is provided. The security deposit must be repaid as soon as OASY has had an appropriate timeframe to inspect the rental object that has been returned. The security deposit shall not be interest-bearing.
6. Liability shall be transferred to the customer when the rental object is surrendered to the customer or to the shipping company. If the customer requests it, insurance for the shipment can be taken out. The costs must be assumed by the customer. Until the rental object is returned to OASY’s employees, the customer shall be liable for any damage which has been caused through improper usage or transport. If the customer takes out insurance for the return transport, then he must likewise assume the costs for this. The customer shall be responsible for the prompt return of the rental object.
7. With new customers, OASY may request information about the respective company before surrendering the rental object to it.
§ 6 Course development
1. The following shall apply if OASY services require an acceptance testing (course documentation, test questions, etc.):
2. Acceptance is conditioned upon testing of the contents, this shall be conducted by no later than two weeks after OASY has delivered the services to the customer.
3. The customer shall confirm the acceptance upon successful testing. The acceptance testing is successful if the deliverable essentially complies with the contractual requirements.
4. Acceptance may only be refused on account of significant defects.
5. The deliverable shall be deemed accepted if the customer has used the service without reservation or has not issued a notice of defects that would have prevented acceptance by no later than 2 weeks after OASY has notified the readiness for acceptance.
§ 7 Prices, payment, reservation of ownership, offsetting
6. All prices are considered to be net prices and include no VAT. The respectively valid VAT shall be separately billed.
7. The prices are stated on the current price list. The valid prices for seminars are listed in the course program and on OASY’s Internet site.
8. The payments must be promptly made without any discounts after service has been rendered and the invoice has been received. The payments for training services must be made before the course begins. The payment is the requirement for participation in the event.
9. The payment shall be made according to the method of payment selected by the customer based upon OASY’s policies. In the event that the customer’s bank or payment/credit card institution fails to approve the cashless payment, OASY may refuse to conclude the contractual agreement or – insofar as the agreement has already been concluded – withdraw from the contractual agreement without being required to provide notice.
10. If the customer fails to make the payment within the payment timeframe, then he shall be considered to be in default by no later than this time even if no warning letter has been sent. OASY shall be entitled to charge payment default interest in the amount of 12% p.a. as well as any costs for warning letters and debt collection that have been incurred. The assertion of any more extensive claims for damages shall not be excluded by so doing.
11. The ownership to the goods OASY has supplied shall be transferred to the customer upon the payment in full of any outstanding amounts that the customer owes.
12. The customer shall not be entitled to withhold or offset against payments owed due to counter-claims or warranty claims.
§ 8 Warranty, liability
1. The warranty timeframe for goods shall be 6 months; defective goods must be returned to OASY at the customer’s risk and expense while stating in writing the defects that have been discovered. OASY shall have the choice of exchanging, improving or supplementing the defective product.
2. The customer’s claims shall be excluded if defects are attributable to the customer’s improper handling or improper installation of the goods.
3. In the event that training measures are undertaken on the customer’s premises, OASY shall not be liable for the compatibility of the course PCs with OASY’s training computers. OASY shall likewise not be liable if the technical requirements for the conducting of the training sessions have not been fulfilled by the customer or have only been fulfilled by the customer in a substandard manner.
4. In the event that Internet seminars are held or space with Internet access is leased, OASY shall not be liable for the continuous functionality of the Internet connection. OASY shall assume no liability whatsoever for damage which may be caused by viruses upon copied files. In principle, any data carriers brought in by participants may not be used upon OASY’s computers.
5. OASY shall be liable for any personal injury it has caused up to an amount of 1,500,000 € and shall provide damage compensation for any property damage which it, against documentation, has directly caused up to a maximum amount of 500,000 € per damage event in order to help cover the costs for the restoration of the objects. OASY shall in no way be liable for the loss of information or data, damages caused through operational disruptions, lost profits as well as other consequential damages.
6. Any more extensive warranty and damage compensation claims of the customer beyond those specified in these General Terms and Conditions are excluded insofar as mandatory liability is not stipulated as the result of intentional wrongdoing or gross negligence which must be documented by the customer.
§ 9 Rescission
1. OASY may withdraw from the contractual agreement due to reasons for which OASY is not responsible.
2. Rescission for training services:
• OASY may withdraw from the contractual agreement if the training services are not rendered owing to the failure to obtain the stipulated minimum number of participants for the respective course, due to the trainer’s illness, technical reasons or other reasons for which OASY is not responsible. Before exercising its right of rescission, OASY shall endeavor to move the training measure to another time or another venue or to find a replacement trainer insofar as this is possible and the customer agrees to this. Prompt notification shall be made of any changes. If a replacement time is not workable for the customer, then he shall have the right to cancel the registration. No more extensive claims shall exist.
• The customer may cancel up to the point in time that the training measure begins. Different cancellation timeframes shall be valid for the courses conducted by OASY or its partners:
(1) For courses conducted by OASY, the customer may cancel upon a free-of-charge basis if the written cancellation is received by OASY by no later than 14 calendar days before the event begins. However, if it is received later, then 50% of the course fee shall be charged. In the event that cancellations are received which are less than one calendar week’s time before the event begins, if the participants fail to attend or leave the event early, then the entire course fee shall be charged. The customer shall be entitled to provide replacement participants if OASY agrees to this. It is not possible to book a different course instead upon a free-of-charge basis.
For external events, in addition to the aforementioned cancellation fees where applicable, any expenditures already incurred for preparatory work for the course, modification of the infrastructure on-site or the instructor’s travel costs shall be billed to the customer if cancellations are received by OASY later than 14 calendar days before the course begins.
Any hotel cancellation costs that are incurred shall be billed to the customer if cancellation is not received or not received in a timely manner.
(2) For courses held by partners, cancellation may be made by the customer upon a free-of-charge basis if it is received in writing by OASY by no later than 28 calendar days before the event begins. In the event that cancellations are received later than 28 calendar days before the event begins, if participants fail to attend or leave early, the entire course fee shall be charged. The customer shall be entitled to provide replacement participants if OASY agrees to this. It is not possible to book a different course instead upon a free-of-charge basis.
Any possible hotel cancellation costs shall be billed to the customer if a cancellation is not received or not received in a timely manner.
§ 10 Data protection
1. In this regard, the customers and participants declare that they consent to the automated processing of their data as this is required for the contractual purpose, particularly for administrative and billing purposes and for the fulfillment of the contractual agreements with partners.
2. In principle, any other transmission of customer data shall be made only within the parameters of the processing of the payment method selected by the customer by the bank or the customer’s payment/credit card institution or for purposes of the implementation of the respective contractual agreement (for example, to OASY’s vicarious agents).
3. The customer issues his express approval that OASY may send him information about goods and services in writing or by e-mail or may contact him in any other manner (e.g. by telephone). Any such approval may be withdrawn at any time in writing or by e-mail.
§ 11 Export directives
1. The fulfillment of the contractual agreement shall be subject to the proviso that any required export permits are issued and that no other hindrances oppose such fulfillment due to German, European or any other export directives that must be followed. The customer shall be obliged to OASY to adhere to all applicable export directives.
§ 12 Miscellaneous provisions
1. In the event that individual provisions of these General Terms and Conditions or the contractual agreement should be or become invalid, then this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision shall be agreed which most closely corresponds to the commercial intent of the invalid provision.
2. The sole legal venue shall be Paderborn.
3. Any amendments, supplements and ancillary contractual agreements must be in writing.
As of 20th.10.2010
