Learnship

Terms of Service

Learnship, Weinsbergstraße 190, D-50825 Cologne („Learnship“) is a leading, technology-driven, global provider of professional business skill trainings for companies and offers business skills training services either as online training or as onsite training (the “Services”). For the online training Learnship provides an online based platform and virtual classrooms (the “Learnship Platform”). The customer or the user of the customer selects from the offer of Learnship a course, which in turn is divided into several teaching units. Customer wishes to order Services for its employees from Learnship. These General Terms and Conditions (“GTC“) are the basis for the contractual relationship between Learnship and the Customer.

1.1 General Terms and Conditions

The GTC govern the material relationship of the Parties with regard to providing business training services and their remuneration. If any provision of a Statement of Work and these GTC are contradictory, the provision of the Statement of Work will prevail.

1.2 Statement of Work

The Parties agree upon any concrete order of Services based on these GTC in Statements of Work, which can be formed as statement of work or order (“Statement of Work”). In the case of a one-sided order by the Customer, the Statement of Work is concluded, when Learnship accepts this order. Learnship accepts in general orders only in writing, via telefax or via email to info@learnship.de.

If the Customer allows its employees to choose Services themselves, the Statement of Work will still be concluded between Learnship and the Customer. The Customer empowers in this case its employees (“User”) to conclude Statement of Works in Customer’s name.

1.3 Terms of Use

The use of the Services is subject to the then valid terms of use. They will apply for Users as well as for Customers. The Customer will ensure that its User accept the terms of use. Any infringement of a User is attributed to the Customer.

1.4 Data Protection Provisions

Learnship processes and uses personal data of the Users per Learnship’s data privacy statement.

1.5 General Terms and Conditions

General terms and conditions of the Customer do not apply. This also do not apply if they were not explicitly objected or referred to by Learnship.

2. Services of Learnship

2.1 Business training Service

Learnship provides business training services by thoroughly selected business trainers as individual or group course.

All statements with regard to business training services in advertising material, on the website of Learnship or in any documentation will only represent a description and in no event any guarantee or warranty in a legal meaning. This will only be the case if any statement is explicitly stated as “guarantee” or “warranty”.

2.1.1 Online training

The online training will take place synchronously via an audio connection and via a virtual classroom on the internet. The User is trained in a live training session. The audio connection in single trainings takes place ideally via a direct telephone line on a fixed or mobile line or via a telephone conference. The audio connection in group trainings takes place only via telephone conference. Further, Learnship provides access for all Users during their training course to an online training platform, where Learnship offers additional training material for post-processing and training progress. The customer bears the connection costs.

2.1.2 Onsite Training

Onsite Trainings are provided by experienced trainers. The Customer provides for the necessary professional training infrastructure on its premises.

2.1.3 Additional Services

Additional services (e.g. language holidays) may be provided in coordination with Learnship.

2.2 Change of the Service

2.2.1 Business training Services

Learnship is entitled to modify, limit, exchange or cease the content of the Services, in particular to reasonably reduce or extend the Services. If such amendment leads to a significant restriction of the Services, the Customer is entitled to terminate the contract without notice period. In this event the Customer is entitled to a pro rata refund of already paid remuneration.

2.2.2 Material

Learnship and its Licensors reserve their right to amend, cease, remove and avoid access to content or other materials, offered with regard to the Services without prior notice. In the event that an essential limitation of Customer rights according to the Statement of Work will occur, the Customer is entitled to terminate without notice period.

2.3 Time Availability

The Statement of Work provides for the term of the training course. Training sessions which have been accounted for but not made use of will expire by end of the training course, latest 24 month after the order.

3. Use of Business training services

3.1 User Authorization

Only such User for whom the Statement of Work has been concluded and access data have been generated, is authorized to use the Services.

3.2 Access

Access to the Service will be carried out in general with a secured password via data transmission. The User must apply the access data which has been notified to the Customer or the User by Learnship.

3.3 Technical Requirements

The minimum technical requirements are specified in a respective document which is made available to the Customer and which is subject to modification as a result of technology changes.

The Customer is responsible that the technical requirements for the access to the Services on User side will exist. This concerns in particular the applied hardware and the operating software of the User computer, the connection to the internet, the firewall settings (if any) and the actual browser software.

After respective information by Learnship, the Customer will apply necessary and reasonable modifications. If the requirements regarding software and hardware exceed customary system requirements and the Services cannot be used, the Customer is entitled to terminate with a notice period of two weeks to the end of the month.

3.4 Lawful Content

The Customer assures that Users provide only lawful content for interactive business training services.

3.5 Availability of the Platform

Access to the Learnship Platform will generally be granted 24 hours a day, seven days a week, with Learnship striving to ensure an availability of 99% per year minus maintenance times. The Customer has however no right of availability of the Platform or the content of the Platform. Any claim for indemnity or damage as a result of non-availability of the Learnship Platform is excluded. If the participation of a training session was not possible due to non-availability of the Platform, which Learnship is responsible for, the respective training session will be credited to Customer’s account.

3.6 Assignment to other Users

Any assignment of training sessions to another User is in general not permitted. An exception is applicable if the original User has not yet begun with the first training session or has passed only up to 10% of the respective course. In this case, any assignment will only be permitted one time.

4. Training Sessions

4.1 Booking

Training Sessions can be booked by the User via the telephone customer service of Learnship or, if applicable, via the Learnship Platform.

4.2 Cancellation

Any training session may be cancelled by the User within set timeframes without charge. The cancellation must be notified be made online via the User account or to the telephone customer service. Any other way of cancellation is excluded.

If a User does not cancel a booked training session within the aforesaid time frame or does not participate in a booked training session, the account of the booked training sessions will be charged with the missed training session. Missed training sessions will not be refunded.

4.3 Change of Telephone Number

The User may change the provided telephone number for an individual training online via the User account up to 15 minutes before the training session starts. Later changes of the telephone number cannot be considered. If a trainer cannot reach the User under the provided telephone number at the beginning of the booked training session, the training session is deemed a missed session.

4.4 Disturbances outside the Responsibility of Learnship

If a training session does not take place or if during a training session disturbances occur which significantly affect the training session and which (both) Learnship is responsible for, the Customer is entitled to a respective credit. If group courses are affected, Learnship will provide an alternative date for a training session, taking reasonably into account the interests of the course participants. The foregoing rights will not apply if the disturbance does not originate in Learnship’s responsibility or if the Customer has not immediately informed Learnship in text form (mail, e-mail, telefax) about the disturbance. In this event the respective training session is deemed provided.

4.5 Trainer Selection

Learnship will always use reasonable efforts to have the training sessions performed by the respective trainer preferred by the User. However, Learnship cannot always guarantee the availability of such trainer. If a preferred trainer may not be available at the booked time, Learnship will provide an alternative qualified trainer without prior consultation. If providing an alternative trainer was not possible due to reasons beyond Learnship’s control (e.g. force majeure), Learnship will cancel the training session and credit the respective training session to the Customer account. If a preferred trainer should not be available permanently, the Customer is entitled to terminate the Statement of Work. Learnship will at any time be entitled to permanently exchange a trainer during a course.

5. Term and Termination

5.1 Term

Statement of Works are concluded for an unlimited period. This means that after expiration of one course of the respective Users or use of all access authorizations to the training sessions, the contract will not automatically end and no automatic blocking or deletion of access data will take place.

5.2 Termination

5.2.1 Proper Termination

Each Party is entitled to terminate a Statement of Work in writing upon prior notice of three months.

5.2.2 Termination for Cause

Both Parties will have the right, without prejudice to other rights or remedies, to terminate for cause, in particular if Customer is in material breach against the GTC or a Statement of Work. This is the case, if the Customer repeatedly does not pay outstanding invoices or if a User gets unauthorized access to the Services or in the event of a material breach against the terms of use. Depending on the severity of the breach, Learnship is obliged to serve a notice to Customer prior to termination and to give Customer a reasonable time to cure the breach.

5.2.3 Consequences of Termination

Upon termination of the Statement of Work, Learnship is entitled to block the access to the Services and to delete existing data of the Customer and its Users from the platform.

6. Support by Learnship

6.1 Sustained Support

Learnship aims to provide sustained support to its Customer and Users and contacts its Customer and Users on a regular basis via telephone and e-mail. This provides a basis for personalized and individualized training plans and enables regular communication with regard to training process and progress of the User. As long as Learnship does not receive contrary information by the Customer or the User, Learnship assumes that Customer and all registered Users consent to such regular support.

6.2 Quality Control

Learnship sends out questionnaires for quality control on a sporadic basis via e-mail or web form to the Users. There is no obligation to participate in such questionnaires.

7. Remuneration and Payment Terms

7.1 Remuneration

For the Services provided by Learnship, Customer owes the remuneration provided for in the Statement of Work. The remuneration is paid in advance immediately upon respective payment invoice.

Until payment Learnship reserves its right not to activate the user account of the Customer and its registered Users.

All remuneration payments to Learnship are plus applicable tax, if any.

7.2 Late Payment

If the Customer is in delay of payment or if Customer provides wrong or incomplete access data, Learnship is entitled, in its sole discretion, to block the access to the Platform. This does not release Customer from its payment obligation. Further, in the event of late payment, Learnship is entitled to forward the data of the Customer to a collection agency to claim the outstanding amounts.

8. Intellectual Property Rights

8.1 Right of Use

Learnship grants to the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Learnship Platform and the training materials by the respective User for the training sessions, for wrap-up of the training sessions or for controlling the training progress (“Scope”).

Use rights exceeding this Scope or other rights, e.g. with regard to training methods or training materials, are not granted. Any use or publication of training methods or training materials requires prior written consent by Learnship. The Customer will not amend, lease, lend, sell or market the provided content or materials.

8.2 Content of Customer

Material provided by the Customer to Learnship will only be used within the context of the contract. All rights remain with the Customer and Customer may demand withdrawal or deletion of its material at any time.

9. Right of revocation of the consumer

9.1 Scope of Application

The following applies only to customers who are consumers.

9.2 Right of revocation

A consumer may revoke the contract declaration in text form (e.g. letter, fax, e-mail) within 14 days without giving reasons. The period begins from the date of conclusion of the contract. The timely dispatch of the revocation shall suffice to ensure the revocation period. The revocation must be sent to: Learnship Networks GmbH, Weinsbergstraße 190, D-50825 Cologne.

9.3 Consequences of the revocation

In the case of an effective revocation, the services received at both ends are to be returned and, if applicable, usage to be reimbursed. If the customer can not return the received performance in full or in part or only in a deteriorated state, the customer must provide the necessary proof of this. Obligations to reimburse payments must be fulfilled within 30 days. The deadline begins for the customer with the sending of the cancellation notice, for Learnship with their receipt.

10. Liability

Learnship will only be liable for damages which Learnship or its agents caused by willful or gross negligent misconduct. The liability for normal negligence is limited to breach of a material obligation of the contract. In this case the liability is limited to the typically foreseeable damage.

The foregoing limitation of liability will not apply to any cases of mandatory statutory liability (in particular according to the Product Liability Act), neither for liability arising of negligent injury of life, body or health.

Learnship will not be liable for the Customer or its Users revealing or providing any confidential information or company secrets within the training sessions. Learnship will always treat such company secrets or information confidential.

Learnship uses qualified trainer for providing its Services, however, does not take any liability for the quality of the single training, which is not accessible for an objective evaluation. Further, Learnship does not warrant any learning success.

Learnship will use reasonable diligence to provide the Services and take reasonable efforts to provide the training sessions with as few interruptions as possible. However, Learnship cannot guarantee that the Services always work without interruptions, delay or other disturbances. As the Services are transmitted via public internet connection and public telephone system, power breakdown or interruption of the internet connection may occur, which may lead to deficiencies of the Services or quality disturbance. Therefore, Learnship will not be liable for any non-availability of the Services as a result of any disturbance of the data transmission network or due to force majeure, in particular due to power breakdowns, which are not the responsibility of Learnship. Neither will Learnship be liable for any deficiency due to necessary maintenance work of the Learnship Platform.

11. Confidentiality

Each Party will keep any confidential or proprietary information received by the other Party (“Confidential Information”) confidential. After termination of contract each Party will return Confidential Information to the other Party or will destroy such Confidential Information and inform the other Party.

This confidentiality obligation will not apply to information which (i) is or becomes publicly available by other than a breach hereof (including, without limitation, any information filed with any governmental agency and available to the public); (ii) is demonstrably known to or in the possession of the respective Party at the time of disclosure; (iii) thereafter becomes known to or comes into possession of the respective Party from a third party that is reasonably believed not to be under any obligation of confidentiality and which is lawfully in the possession of such information; (iv) which is developed by a Party independently of any disclosures previously made by the other Party; (v) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, provided that prior to such disclosure the other Party is given reasonable advance notice of such order and an opportunity to object to such disclosure. One Party will immediately notify the other Party of any unauthorized disclosure of Confidential Information.

This confidentiality obligation will survive the term of the contract and will terminate three years after termination of the contract.

12. Miscellaneous

12.1 Applicable Law

All disputes and claims arising are governed exclusively by German law.

12.2 Place of Performance; Venue

Place of performance is Cologne, Germany.

If the Customer is a merchant/company, then each Party submits itself for the sole purpose of the contract and any controversy arising hereunder or in connection with this contractual relationship to the exclusive jurisdiction of the competent courts of Cologne. Learnship is entitled in its sole discretion to also claim at the general venue of the Customer.

12.3 Written Form Requirement

No amendment, supplement, or side-agreement of any provision of the contract is binding unless the same is set forth in a written document. The writing form requirement will also apply for the cancellation of the writing form requirement.

12.4 Change of the GTC

Learnship reserves the right to change the GTC with effect for the future. In this case, Learnship will notify all Customers of the change and its background by e-mail four weeks before the change takes effect. The changes are deemed to have been accepted if the Customer does not object within four weeks or continues to use the services provided by Learnship without objection. If the Customer rejects a change, Learnship has the right to terminate the contract.

12.5 Severability

If any provision is deemed to be invalid, illegal or unenforceable, then such provision is equitably reformed in accordance with the intent of the original provision to the extent necessary to make it valid, legal and enforceable. If it is not possible to equitably reform such invalid, illegal or unenforceable provision, then such provision is severed, and the remaining provisions given full force and effect. The same will apply for completion of any gap in the contract.


EXHIBIT 1: INDIVIDUAL CONTRACT

  1. Course Model
  1. Specification of Training Sessions; Term
  1. Number of booked Courses
  1. Remuneration / Pricing
  1. Other