General Terms and Conditions of Professionals Academy SPO GmbH
1. Scope
1.1 These General Terms and Conditions ("GTC") become part of the contracts for work and/or other services
("Services") that Professionals Academy SPO GmbH ("ProAc") provides to customers. If the customer has acknowledged the validity of these GTC, they shall also apply to future contracts with him. Unless otherwise agreed, the GTC shall apply in the version valid at the time of conclusion of the contract.
1.2 The customer's general terms and conditions shall only apply if ProAc explicitly agrees to them in writing. A mere
reference to a document of the customer that contains or refers to its general terms and conditions does not constitute such agreement. The customer's general terms and conditions shall also not apply in the event that ProAc provides the services in the knowledge of conflicting or deviating general terms and conditions of the customer.
2. Scope of services and customer obligations
2.1 The nature of the services is determined by the agreements between the parties. Changes and/or additions to the
nature of the services after conclusion of the contract must be agreed in writing (including text form).
2.2 Information provided by ProAc regarding the suitability and application of the services must be verified by the
customer for their respective individual purposes. The customer is also responsible for complying with the legal requirements applicable to them when implementing the results of the services.
2.3 The customer must provide the necessary cooperation in the form and within the time frame required to enable
ProAc to provide the services in accordance with the contract.
3. Remuneration
Unless expressly stated otherwise, the prices for the services do not include any applicable taxes and/or customs duties. The same applies to travel and accommodation costs, which ProAc will invoice to the customer if they were necessary for the provision of services.
4. Delayed payment
If the customer enters into default of payment, ProAc may charge default interest at a rate of nine percentage points above the base rate. The assertion of further damages and the exercise of further legal rights (e.g., right of retention, termination) remain unaffected.
5. Customer rights in the event of defects
5.1 Obvious defects in services that constitute performance-related work (“performance-related services”) must be
reported to ProAc immediately after the services have been completed, and hidden defects must be reported immediately after discovery.
5.2 If performance-related services are defective and the customer has notified ProAc of this in accordance with
Section 5.1, the customer shall be entitled to the statutory rights in respect of defects within the limits of Section 6 (Liability), provided that the customer was not aware of the defect when accepting the performance-related services. No claims for defects shall exist if defects are based on subsequent, improper changes to the services by the customer that have not been agreed with ProAc, or on faulty provisions or faulty information provided by the customer.
5.3 The limitation period for claims for defects by the customer is one year. For performance-based services, the period
begins upon acceptance of the performance-based services; for other services, it begins upon complete performance of the services.
5.4 Notwithstanding Section 5.3, the statutory limitation period shall apply (a) to claims for damages resulting from
injury to life, limb, or health, (b) in the case of liability for intent, (c) in the case of fraudulent concealment of a defect, (d) in the case of non-compliance with guarantees assumed by ProAc, and (e) for claims for damages based on intentional or grossly negligent breach of duty by ProAc or a legal representative or vicarious agent of ProAc.
6. Liability
6.1 ProAc is liable for damages incurred in accordance with the statutory provisions in the following cases:
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Damage resulting from injury to life, limb, or health caused by intentional, grossly negligent, or negligent breach of duty by (a) ProAc or (b) a legal representative or vicarious agent of ProAc;
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Other damages resulting from intentional or grossly negligent breach of duty by (a) ProAc or (b) a legal representative or vicarious agent of ProAc.
6.2 Unless a case under Section 6.1 applies, the following shall apply: ProAc's liability for simple negligence in breach of
a material contractual obligation shall be limited to compensation for damage typically foreseeable at the time of conclusion of the contract. Liability shall be excluded in the event of simple negligence in breach of non-material contractual obligations.
6.3 Insofar as liability is limited or excluded above, this also applies to ProAc's liability for its employees, representatives,
and vicarious agents.
7. Rights of use and third-party property rights
7.1 ProAc reserves copyright and other industrial property rights to graphics, evaluations, databases, and other
documents that ProAc provides to the customer within the scope of contract fulfillment. Upon payment of the contractually agreed remuneration, the customer shall receive a simple, non-transferable, and non-sublicensable right to use these documents for the purposes specified in the contract.
7.2 Unless otherwise specified, the customer grants ProAc a simple right of use to all contractual documents and
information belonging to the customer for the purposes specified in the contract.
8. Force majeure
8.1 If a case of force majeure prevents ProAc from fulfilling its contractual obligations, ProAc shall be released from its
contractual obligations for the duration of the disruption and to the extent of its effects. If the circumstances last longer than three months, each party shall be entitled to terminate the contract in writing, excluding text form.
8.2 Force majeure refers to circumstances beyond ProAc's reasonable control and which ProAc cannot reasonably
prevent (e.g., war, natural disasters, labor disputes, shortages of raw materials or energy, fire and explosion damage, mandatory official or legal regulations). Force majeure also applies if the force majeure occurs in ProAc's supply chain.
9. Offsetting
The customer may only offset claims by ProAc with undisputed or legally established counterclaims.
10. Confidentiality
10.1 With the exception of legal, judicial, or official disclosure obligations, both ProAc and the customer undertake to
keep all information and documents obtained from the other party within the scope of the contract (“confidential information”) confidential. Confidential information may only be used and disclosed for the purpose of executing the contract. The aforementioned confidentiality obligation shall remain in force for a period of 10 years after termination of the contract.
10.2 Information shall not be deemed confidential if, at the time of disclosure by the other party, it is already lawfully in
the possession of the receiving party, is public knowledge, or has been lawfully obtained from third parties. Information disclosed to persons who are subject to a statutory duty of confidentiality shall also be exempt from the aforementioned confidentiality obligation.
10.3 Each party agrees to take all necessary and appropriate measures to protect the confidential information obtained
from the other party against loss and unauthorized access. Each party shall immediately notify the other party in writing if a loss of or unauthorized access to confidential information has occurred.
10.4 Furthermore, ProAc may only use the information provided by the customer in aggregated and anonymized form for
the purpose of creating market analyses and improving and expanding ProAc's services. For clarification: The mere fact that the parties are cooperating with regard to certain services may be shared by each party with its affiliated companies for administrative purposes.
11. Data protection
11.1 If one party provides personal data to the other party within the scope of the execution of the contract without the
recipient of the personal data being a processor, the statutory provisions shall apply.
11.2 If personal data is processed on behalf of another party, the parties shall conclude a contract for order processing
in accordance with the statutory provisions.
12. Newsletter
Unless the customer has objected, ProAc may use their email address to send newsletters for similar services or industry and market news closely related to the services. The customer may object to this use of their contact address at any time by sending a notification to info@professionals-academy.de or by clicking on the unsubscribe link in the newsletter. The customer will not incur any costs other than the transmission costs at basic rates.
13. Other
13.1 The ineffectiveness or unenforceability of a provision or parts of a provision of the contract shall not affect the
continued existence or continuation of the contract.
13.2 The contract is governed by the laws of the Federal Republic of Germany, excluding (i) the United Nations
Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) and (ii) the conflict of law rules applicable in Germany.
13.3 The exclusive place of jurisdiction is Mannheim, Germany.