GENERAL TERMS AND CONDITIONS (GTC) Digiteach-Academy GmbH
1. SCOPE OF THE GENERAL TERMS OF BUSINESS
1.1 Digiteach-Academy GmbH provides all goods and services and enters into agreements with customers („Contractual Partner“) exclusively on the basis of these General Terms and Conditions (hereinafter referred to as GTC) as amended from time to time. By registering with an application operated by Digiteach-Academy GmbH, the following GTC for the use of our services are accepted and become a binding part of the contract. Deviating, conflicting or supplementary GTC or comparable regulations of the contractual partner will only be applied if they are expressly accepted by Digiteach-Academy GmbH in writing prior to the conclusion of the contract.
1.2 The contractual partner has the possibility to call up, save and print the GTC at any time, even after conclusion of the contract, under the link „GTC“.
1.3 These GTC as amended from time to time shall also apply to all future business relations, even if no express reference is made to the terms and conditions.
1.4 All regulations and provisions in individual written agreements, which Digiteach-Academy GmbH concludes with the contractual partner, as well as special terms and conditions applicable to additional modules, take precedence over these GTC or substantiate them.
1.5 The contractual partner confirms to be an entrepreneur according to the Austrian Commercial Code (UGB) and that no founding business according to § 1 para. 3 KSchG exists.
For the purpose of these GTC and the agreement between Digiteach-Academy GmbH and its contractual partners, the following terms are used:
2.1 Application: an application provided by Digiteach-Academy GmbH, for example an application for conducting instruction and employee training.
2.2 Contractual Partner: is a legal entity or natural person operating a business as defined in the Austrian Commercial Code (UGB) or a legal entity under public law that intends to conclude or has concluded a contract with Digiteach-Academy GmbH.
2.3 Online Portal: the web service protected by personal access data, which provides the contractual partner with personalized content as well as various courses.
3. SERVICES OF DIGITEACH-ACADEMY GMBH / SERVICE DESCRIPTION
Digiteach-Academy GmbH offers the contractual partner a service package with its application Digiteach-Academy as well as the sub-application e-cleaner, which enables the contractual partner to make its instructions/training incl. testing available to third parties (esp. employees and control bodies) if required.
4. REGISTRATION, ACCESS DATA, ONLINE PORTAL
4.1 In the context of contract initiation, the contractual partner registers in advance with Digiteach-Academy GmbH via its website www.digiteach-academy.at or an application operated by Digiteach-Academy GmbH. The registration includes the master data of the Contractual Partner. This data is the basis for invoicing. Subsequent changes must be communicated to Digiteach-Academy GmbH without delay.
4.2 In order to log in to the protected online portal after registration, the contractual partner requires personal access data as security and identification features. The Contractual Partner shall create these data on the occasion of the registration.
4.3 The contracting party is obliged to carefully store its access data to the online portal and to keep them secret. The contract partner is liable for the consequences of unauthorized disclosure of his user name and/or password.
5. CONCLUSION OF CONTRACT, COMMENCEMENT OF CONTRACT
5.1 The offer of Digiteach-Academy GmbH is subject to misprints and other errors.
5.2 Digiteach-Academy GmbH is not obligated to verify the authority of the signatory (customer).
5.3 Digiteach-Academy GmbH is not obligated to accept the offer of the potential contract partner and can refuse without giving reasons.
6. ACTIVATION PERIOD FOR THE APPLICATION AT THE FIRST CONNECTION
Digiteach-Academy GmbH will activate the contract partner’s access to the application within three working days after receipt of the order and registration of the contract partner, if possible. General Terms and Conditions Digiteach-Academy GmbH
7. QUALITY OF SERVICE AND AVAILABILITY OF THE APPLICATION
7.1 Digiteach-Academy GmbH orients itself in the provision of its services to the respective state of the art. The regulations in case of service disruptions and susceptible resulting liability can be found in section „14 Liability“ of these GTC.
7.2 The application is usually accessible to the contract partner. Due to unforeseen and extraordinary circumstances (e.g. force majeure), technical defects and/or necessary and expedient technical measures (e.g. maintenance, work to improve the application or due to official requirements), temporary malfunctions and operational interruptions of the application may occur. Malfunctions and interruptions of the Application shall be remedied in accordance with these GTC.
7.3 Maintenance and installation work shall be announced in due time, as far as foreseeable, and shall preferably be carried out during periods of low system utilization.
8. REQUIREMENTS ON THE PART OF THE CONTRACTUAL PARTNER FOR THE USE OF THE APPLICATION
8.1 The requirements for the use of the application can be seen on the homepage. The creation of these minimum requirements is not subject of the contractual relationship, but is the sole responsibility of the contractual partner. Digiteach-Academy GmbH assumes no responsibility that the application is compatible with the hardware and software used by the contractual partner.
8.2 Necessary efforts and/or adaptations of the IT infrastructure of the contractual partner to be able to use the application are at the expense of the contractual partner.
9. INTELLECTUAL PROPERTY AND INDUSTRIAL PROPERTY RIGHTS
9.1 Digiteach-Academy GmbH reserves all rights, of whatever legal nature under current and future law (under Austrian, foreign and/or international law), in particular all ownership and intellectual property rights to the applications.
9.2 No granting of rights of any kind whatsoever shall be associated with the performance of services and the provision of the Application, unless otherwise contractually agreed.
10. CHANGES OF FUNCTIONS
The application is subject to further development and may therefore change visually, technically, in terms of content or in any other way. Digiteach-Academy GmbH can therefore extend, change or remove functions from time to time, without giving the contractual partner any rights in this regard. In addition, it may be necessary, for example, for security-related, technical, economic, legal or regulatory reasons, to temporarily or permanently disable individual functions.
11. CHARGES, BILLING, PAYMENTS
11.1 The amount of the fees to be paid by the contractual partner is based on the terms and conditions of Digiteach-Academy GmbH valid at the time of delivery or service provision, which can be viewed on the current homepage www.digiteach-academy.at or on the application’s homepage in the section „Courses“. All fees listed therein are net prices and do not include the statutory value added tax. Deviations may apply to contractual partners with registered offices outside of Austria.
11.2 Digiteach-Academy GmbH is entitled to increase the agreed prices in case of changes in the cost basis of the calculation, which are beyond the control of Digiteach-Academy GmbH, especially in case of changes in wage costs due to changes in collective bargaining agreements or internal agreements or in case of changes in other costs related to the provision of services, e.g. energy, external work, etc., or fees, taxes and duties to the extent of these changes.
11.3 Furthermore, the stability of value of Digiteach-Academy GmbH’s claims against the contractual partner is explicitly agreed upon. The consumer price index as defined by the Austrian Consumer Protection Act (Konsumentenschutzgesetz), which is published monthly by Statistik Austria, or an index replacing it, or any other comparable index, serves as a benchmark for the calculation of the stable value. The basis of calculation for the respective contract shall be the index figure published for the month in which the contract is concluded. The claims resulting from the value protection shall become statute-barred after three years. If the CPI is negative, no adjustment of the monthly prices shall be made; the same prices shall be charged as in the preceding period.
11.4 One-time fees (e.g. activation fee) as well as the fee for the first billing period shall be due immediately after invoicing prior to activation of access to the application. Thereafter, the fees shall be charged in advance at the beginning of each billing period.
11.5 The contractual partner will be informed about the amount of the fee and the billing method when the agreement is concluded or the order is placed.
11.6 Digiteach-Academy GmbH may change its fees at the beginning of each billing period, whereby the Contractual Partner will be informed about the change with one month’s notice via the e-mail address provided by the Contractual Partner. In the event of an increase in fees affecting the Contractual Partner, the Contractual Partner has the right to terminate the agreement extraordinarily in accordance with clause 18.6. of the General Terms and Conditions Digiteach-Academy GmbH. The contractual partner must give notice of termination in such a timely manner that it is demonstrably received by Digiteach-Academy GmbH within three weeks after the day of receipt of the information about the change. If no notice of termination is given or if the notice of termination is not given in due time, the change shall be deemed to have been approved by the Contractual Partner.
11.7 Digiteach-Academy GmbH is obligated to properly invoice for the services, whereby the Contractual Partner agrees that the invoice shall be issued electronically and sent in its electronic original to the e-mail address last provided by the Contractual Partner to Digiteach-Academy GmbH.
11.8 In case of delayed payment Digiteach-Academy GmbH is entitled to charge interest on arrears according to the Austrian Commercial Code (UGB) p.a. pro rata from the due date. Digiteach-Academy GmbH is entitled to demand a lump sum of 50 Euro from the contractual partner as compensation for any collection costs. Any costs exceeding this amount resulting from debt collection measures are to be reimbursed to the contracting party under application of § 1333 para. 2 ABGB (Austrian Civil Code). Any delay in payment entitles Digiteach-Academy GmbH to withdraw from the contract and in particular to block the contract partner’s access to the application. All resulting costs are to be reimbursed by the contractual partner.
11.9 The contractual partner is not entitled to offset his own claims against claims of Digiteach-Academy GmbH, unless these claims have been acknowledged in court or in writing.
12. PURCHASES IN THE STORE
The General Terms and Conditions apply to purchases of text modules in the Digiteach-Academy Shop. Digiteach-Academy GmbH explicitly points out that these are ready-to-use training templates which can be used for training and instruction of employees without any restrictions. Digiteach-Academy GmbH is not responsible for any contents linked or referred to from his pages – unless Digiteach-Academy GmbH has full knowledge of illegal contents and would be able to prevent the visitors of his site from viewing those pages. Digiteach-Academy GmbH hereby expressly declares that at the time of linking, the respective linked pages were free of illegal content. Digiteach-Academy GmbH has no influence on the current and future design, content or authorship of the linked pages. Therefore, Digiteach-Academy GmbH hereby expressly dissociates itself from all contents of all linked/connected and affiliate pages that were changed after the link was set. This statement applies to all links and references set within the own internet offer. For illegal, incorrect or incomplete contents and especially for damages resulting from the use or non-use of such information, only the provider of the linked site is liable, not the one who has linked to the respective publication. The display of the text modules is not a binding contract offer. As soon as the buyer clicks on the buy button, a binding order for the respective training course is placed on the basis of these General Terms and Conditions. The contract is concluded when the purchased courses are loaded in the application and made available for printing. As a rule, the courses are available immediately after the order and can be used by the purchaser. A return in case of displeasure is excluded. The buyer receives with the purchase the non-transferable right to use the courses to third parties. All orders are stored at Digiteach-Academy GmbH. The prices listed in the webshop at the time of the order are valid. The prices listed in the webshop are net prices. The billing of purchased courses will be done immediately.
13. OBJECTIONS AGAINST INVOICE
Any objections must be raised by the contractual partner in writing to Digiteach-Academy within two weeks of the invoice date. If the contractual partner does not raise any objections within this period, the invoiced claim is considered accepted.
14.1 All deliveries and services are provided by Digiteach-Academy GmbH with care and according to the current state of the art. General Terms and Conditions Digiteach-Academy GmbH
14.2 Digiteach-Academy GmbH does not assume any liability for errors, malfunctions or damages that are due to improper operation by the contractual partner. The contractual partner has to check the deliveries and services provided by Digiteach-Academy GmbH immediately for correctness, completeness and condition. Defects and damages discovered in the process are to be claimed in writing by registered mail within fourteen days of receipt of the delivery/service at the latest. The complaint must contain a precise description of the defect complained about. Otherwise, all warranty claims, claims for damages and other claims of the contractual partner derived from the defect shall be forfeited and expired. If no notice of defect is given in due time, the service in question shall be deemed accepted as free of defects after expiry of the above period.
14.3 Defects may be remedied at Digiteach-Academy GmbH’s discretion by improvement or replacement within a reasonable period of time. If the elimination of a defect is impossible or would cause a disproportionately high effort, it can be refused by Digiteach-Academy GmbH. In this case, the contractual partner can only demand a price reduction, unless Digiteach-Academy GmbH agrees to a cancellation. In case Digiteach-Academy GmbH remedies the defect, the warranty period will not be extended.
14.4 With regard to the provision of the application, Digiteach-Academy GmbH warrants that it corresponds to the associated program description upon activation. Digiteach-Academy GmbH does not guarantee that the application will function without malfunction or error. Furthermore, Digiteach-Academy GmbH’s warranty for the application is limited to reproducible defects.
14.5 § 924 ABGB is waived. The contractual partner has to prove the existence of defects.
14.6 The warranty period is six months, if permitted by law.
14.7 If the contractual partner remedies a defect himself within the warranty period, Digiteach-Academy GmbH shall only be liable for the resulting costs if Digiteach-Academy GmbH has expressly agreed to this improvement by the contractual partner in writing beforehand.
15.1 Digiteach-Academy GmbH operates the application with due care, reliability and availability. However, for technical reasons it is not always possible that the application is accessible without interruption. Temporary impairments due to malfunctions, maintenance or installation work and transmission or line problems do not justify any claims of the contractual partner against Digiteach-Academy GmbH.
15.2 Digiteach-Academy GmbH is not responsible for delays in service due to force majeure or events that significantly impede service, such as strikes, natural disasters, lockouts, official orders, failure of communication networks and gateways of other operators (especially internet providers and similar companies or organizations) – even if they occur at subcontractors of Digiteach-Academy GmbH.
15.3 Furthermore, Digiteach-Academy GmbH is not liable for errors, malfunctions and damages caused by improper operation of the contractual partner.
15.4 Digiteach-Academy GmbH is not liable for the content entered and transmitted or made available by the contractual partners or third parties via the application, especially not for their correctness and completeness. Damages due to the incorrect, incomplete or inaccurate entry of data in the context of the use of the application by the contractual partner are therefore the sole responsibility of the contractual partner. Any liability of Digiteach-Academy GmbH in this context is excluded. Digiteach-Academy GmbH is also not liable for the accuracy of the data transmitted by the contractual partner or third parties, or for the fact that the contractual partner or third parties act unlawfully by transmitting the information.
15.5 Digiteach-Academy GmbH makes a permanent data storage or data backup of the content. This data will be stored in accordance with the legal requirements for data storage in the database (currently 5 years).
15.6 As far as there are no special liability regulations in these GTC, Digiteach-Academy GmbH is only liable for damages due to gross negligence or intent. Digiteach-Academy GmbH is not liable for consequential damages and financial losses, savings not achieved, loss of interest, loss of profit, especially due to a positive breach of contract, as well as damages from third party claims. The existence of intent or gross negligence has to be proven by the contractual partner.
15.7 Claims for damages of the contractual partner against Digiteach-Academy GmbH are subject to a limitation period of one year from the date of knowledge of the damage and the damaging party.
16. REMEDY OF MALFUNCTIONS OF THE APPLICATION / RESPONSIBILITY AND DUTIES OF THE CONTRACTUAL PARTNER
16.1 The contractual partner is obligated to inform Digiteach-Academy GmbH about any malfunction or interruption of the application without culpable delay in order to enable Digiteach-Academy GmbH to remedy the problem. Digiteach-Academy GmbH is responsible for any reported malfunctions or interruptions of the application. Digiteach-Academy GmbH will remedy these as quickly as technically and economically possible without culpable delay. General Terms and Conditions Digiteach-Academy GmbH
16.2 If the contractual partner violates the obligation to notify Digiteach-Academy GmbH, Digiteach-Academy GmbH shall not be liable for damages and expenses resulting from the failure to notify (e.g. costs of an external company commissioned by the contractual partner).
16.3 The contractual partner has to support Digiteach-Academy GmbH in locating the malfunction within the scope of his possibilities. If it turns out that the disturbance or interruption was caused by the contractual partner, Digiteach-Academy GmbH is entitled to charge the resulting costs.
16.4 Digiteach-Academy GmbH operates the learning software according to the current technical state of the art, especially with regard to the absence of viruses. Each user is obligated to take appropriate security precautions to prevent the introduction of viruses and to use appropriate virus scanners or other technical protection measures for this purpose. The contractual partner is obligated to unconditionally secure his contract, his end devices as well as his access data to protect against unauthorized access. Digiteach-Academy GmbH is not responsible for any damages caused by viruses or unauthorized access by third parties. The contractual partner is obligated to immediately report to Digiteach-Academy GmbH any suspicion that his access data or other secret information may have become known to unauthorized third parties.
16.5 The contractual partner shall instruct his employees who use the application to protect the access data and to keep it safe.
16.6 The contractual partner is obligated to immediately inform Digiteach-Academy GmbH in writing of any changes in data that are relevant to the execution of the contract. Notified are in particular changes of: Name/company name, address, electronic billing address (which is the email address given as the billing address), email address, company registration number, and legal form of the Contractual Partner. If the contractual partner does not inform Digiteach-Academy GmbH about a change of his address or the e-mail address given as electronic billing address, legally significant notifications from Digiteach-Academy GmbH are considered to have been received by the contractual partner if they have been sent to the address last given by the contractual partner or if the contractual partner can retrieve them under normal circumstances.
17. DATA PROTECTION & CONSENT TO ADVERTISING
17.1 Digiteach-Academy GmbH treats all personal data confidentially in compliance with the applicable legal national and European regulations for Austria in the area of data protection and data security.
17.2 Customer Data: Customer data is personal data of the contractual partner, which the contractual partner or third parties provide to Digiteach-Academy prior to the conclusion of the contract or during the contractual relationship, such as name/company, address, e-mail address, telephone number, IP address, information about the type and content of the contractual relationship, bank details, etc. Customer data is collected and used by Digiteach-Academy GmbH for the purpose of contract or invoice processing within the scope of Digiteach-Academy GmbH’s legal authorization. Digiteach-Academy GmbH is authorized to store, process, and pass on customer data:
To third parties, as far as this is necessary for the fulfillment of legal or contractual obligations;
To third parties, as far as this is necessary for the provision of the function of the application;
To courts or authorities, insofar as this is necessary for the fulfillment of an official order;
17.3 By accepting the present General Terms and Conditions, the contractual partner agrees that its personal data, as well as the data of its employees, all uploaded documents and data relating to the application used will be stored and processed electronically. This is done for the purpose of preventing any loss of data. This also includes the processing and use for the purpose of providing services with additional benefits, for the creation of needs-based offers, the own market research, the (personalized) own and third-party advertising and improvements of the services of Digiteach-Academy GmbH. The contracting party may revoke this consent at any time by letter or e-mail to firstname.lastname@example.org – in whole or in part.
17.4 Contents of the respective concrete digital data exchange are stored. Furthermore, the transmission of this data between the companies involved in a digital data exchange process and Digiteach-Academy GmbH takes place using encrypted transmission protocols (HTTPS). This basically prevents the readability of the contents of the respective concrete digital data exchange process on the individual transmission routes.
17.5 Claims of the contractual partner against Digiteach-Academy GmbH due to misuse of data by third parties are excluded.
17.6 All data transmitted to Digiteach-Academy GmbH will not be passed on to third parties except for evaluation according to point 2.
17.7 The contractual partner gives his consent, which can be revoked at any time, to be informed about products and services and other company-related information by telephone or by sending e-mails from Digiteach-Academy GmbH. The contractual partner can revoke his consent to receive such e-mails or advertising calls at any time as follows: Returning the e-mail to the sender’s address with the note „Please no further advertising e-mails“ or „Please no further calls for the purpose of advertising“ or announcing by telephone that advertising calls are not desired.
18. TERMINATION OF THE CONTRACTUAL RELATIONSHIP AND BLOCKING OF THE APPLICATION
18.1 In the event of good cause, agreements concluded for a definite or indefinite period of time may be terminated by either party for good cause with respect to all or individual services without notice (extraordinary termination).
Important reasons for both contracting parties are for example
– Violation of a material provision of these GTC and/or the special terms and conditions or an agreement concluded in addition thereto;
– Opening or initiation of insolvency proceedings or rejection of such an application for lack of assets, insofar as this is permissible under insolvency law provisions;
– cessation of business operations;
– Digiteach-Academy GmbH is unable to fulfill its obligations under the Agreement and/or the GTC for factual or legal reasons.
Important reasons for Digiteach-Academy GmbH are for example:
– Non-compliance with payment obligations by the contractual partner, e.g. due to non-granting or revocation of direct debit authorization, missing account data or omitted notification of a possible change of bank data and default of payment (despite a reminder having been issued under threat of blocking and setting of a grace period of 30 days);
– Provision of false access data by the contractual partner or fraudulent access to the Service in any other way;
– Suspicion of improper use of the application, in particular use that endangers security or operation or is unlawful.
Important reasons for the contract partner are for example:
– Increase of fees according to point 11, if the contract partner is affected by this.
– Changes to these GTC pursuant to Section 19, provided that the contract partner is directly and adversely affected by the change.
18.2 Both ordinary and extraordinary termination shall require the written form.
19. CONSEQUENCES OF TERMINATION OF THE CONTRACT
19.1 Upon termination of the contractual relationship, regardless of the legal reason, Digiteach-Academy GmbH is entitled to stop providing the application to the contractual partner and to block access to it. The right to data export remains unaffected until the end of the contract.
19.2 Digiteach-Academy GmbH is entitled to final settlement of all fees for the agreed services that have already become due.
20. MODIFICATION OF THESE GENERAL TERMS AND CONDITIONS
20.1 Digiteach-Academy GmbH is entitled to change these General Terms and Conditions without giving reasons by publishing a modified version of these General Terms and Conditions at www.digiteach-academy.at.
20.2 Digiteach-Academy GmbH will notify the Contractual Partner of the fact of an amendment, stating the amended or new provisions and the date of entry into force, with one month’s notice, via the e-mail address provided by the Contractual Partner. The Contractual Partner shall have the right to terminate the respective agreement on the occasion of the amendment without observing a period of notice if the Contractual Partner is directly and adversely affected by the amendment. The contractual partner must give notice of termination in such a timely manner that it is demonstrably received by Digiteach-Academy GmbH within three weeks after the day of receipt of the information about the change. The agreement as well as the use of the application ends on the day before the change of the GTC comes into effect. If no notice of termination is given or if the notice of termination is not given in due time, the amendment shall be deemed to have been approved by the Contractual Partner.
21. USE OF THE APPLICATION
21.1 Passing on, sublicensing or imitation of the services of Digiteach-Academy GmbH or parts thereof, both during and after termination of the contractual relationship, is not permitted.
21.2 Digiteach-Academy GmbH reserves the right to establish general rules and restrictions regarding the use of Digiteach-Academy GmbH and to change them at its own discretion. The contractual partner will be informed of any changes in a timely manner.
Digiteach-Academy GmbH is entitled to all copyrights of the provided services. The contractual partner exclusively receives the right to use the application after payment of the agreed fee.
23. APPLICABLE LAW / PLACE OF JURISDICTION
23.1 For all disputes arising from the contractual relationship, the competent court at the registered office of Digiteach-Academy GmbH shall have exclusive jurisdiction.
23.2 It is expressly agreed that Austrian law shall apply with the exception of its conflict of law provisions.
23.3 Austrian law shall apply in particular even if the application and use is made from abroad and nothing else has been expressly agreed upon.
24. OTHER PROVISIONS
24.1 The contractual language shall be German. Contractual documents in a language other than German shall be non-binding working translations. There shall be no claim to correspondence in a language other than German.
24.2 Amendments or supplements to these General Terms and Conditions, any Special Terms and Conditions and any supplementary agreements concluded shall require the written form in order to be effective; this shall also apply to any waiver of this written form requirement. A mere oral waiver of the requirement of the written form shall not be effective. There are also no oral ancillary agreements to these GTC. The requirement of the written form shall also be deemed to have been complied with in the case of transmission by fax and e-mail and by publications at www.Digiteach-academy.at. This shall only not apply if, in addition to the written form, transmission by registered letter is provided for.
24.3 Should a provision or a subsequent amendment or supplement to these GTC or the agreements based thereon be or become ineffective, invalid or unenforceable in whole or in part, this shall not affect the effectiveness, validity or enforceability of all other provisions. In the event of the ineffectiveness, invalidity or unenforceability of a provision, the contracting parties shall be deemed to have agreed on a provision that comes as close as possible to this provision in terms of the economic result and is not ineffective, invalid or unenforceable. This shall also apply mutatis mutandis to any loopholes.
24.4 All rights and obligations arising from agreements concluded on the basis of these Terms and Conditions shall pass to any legal successors of the contracting parties.
24.5 Any fees and charges arising from agreements based on these GTC shall be borne by the contracting party, unless otherwise agreed in writing.
24.6 All legal relations between the contractual partner and Digiteach-Academy GmbH are exclusively subject to Austrian law, excluding the conflict of laws rules of Austrian international private law and the UN Convention on Contracts for the International Sale of Goods.
24.7 The place of performance for all services of Digiteach-Academy GmbH as well as the consideration of the Contractual Partner is the registered office of Digiteach-Academy.
Vienna, May 5, 2021