General Terms and Conditions (GTC)

General Terms and Conditions for Services of KEY VALUES GmbH & Co. KG (hereinafter referred to as KEY VALUES)

1. Type and scope of the service
   The contractor provides the service as agreed in the contract. The client is responsible for the project and its success. Proper data backup is the responsibility of the client. Services under a contract for work and services are not the subject of the contract and shall only become effective in the form of a deviating written agreement in the contract. The contractor shall provide the service in accordance with the state of the art at the time of conclusion of the contract and by personnel qualified to provide the agreed services.
2. Cooperation of the contracting parties
   If contact persons of the contractual partners are expressly named in the contract, they shall be the sole responsible contact persons. The Client shall communicate requests concerning the service to be provided exclusively to the responsible contact person named by the Contractor and shall not issue any instructions to the other persons employed by the Contractor. The persons employed by the contractor shall not enter into an employment relationship with the client, even if they provide services on the client’s premises. The contracting parties shall notify each other without delay of any claims asserted by third parties. Insofar as the client himself is responsible for the infringement of property rights, claims against the contractor are excluded.
3. Rights to the embodied service results
   The contractor grants the client the non-exclusive, permanent, irrevocable and non-transferable right to use the embodied service results provided under the contract, insofar as this results from the purpose and area of application of the contract. These rights include the agreed interim results, training documents and aids. The transfer of the rights of use shall take place at the earliest upon full payment of the remuneration. Deviations from these usage regulations require written agreement in the contract.
4. Cooperation of the Principal
   The Principal shall support the Contractor in the performance of the contractual services to a reasonable extent. In particular, he shall provide him with the necessary employees as well as the necessary information and documents in a complete and timely manner and, in the event of work on the premises of the Principal, he shall provide the necessary premises and the necessary technical equipment. Any further cooperation services require a separate agreement in the contract.
5. Remuneration
   Remuneration agreed in the contract on a time and material basis shall be the remuneration for the time spent on the contractual services, unless otherwise agreed. Waiting times of the contractor for which the client is responsible shall be remunerated as working times. The Contractor shall issue invoices immediately after the services have been rendered, unless otherwise agreed. Insofar as performance records are attached to the invoice, these shall be deemed to have been approved if and insofar as the Principal does not raise objections within 14 calendar days of receipt. Travel time, travel expenses and incidental expenses shall be remunerated in accordance with the contractual agreements.
   
6. Qualitative service failure
   If the service is not provided in accordance with the contract or is provided defectively and if the contractor is responsible for this, he shall be obliged to provide the service in accordance with the contract within a reasonable period of time without additional costs for the client. The prerequisite for this is a complaint by the client, which must be made immediately, at the latest within 2 weeks of becoming aware of it. If the contractual provision of the service is not successful in essential parts for reasons for which the contractor is responsible, even within a reasonable period of grace to be expressly set by the client, the client is entitled to terminate the contract. In this case, the contractor shall be entitled to remuneration for the services rendered on the basis of the contract until the termination takes effect. Remuneration shall only be forfeited for those services for which the Client proves within 4 weeks of the declaration of termination that they are and will not be usable for him. Further claims of the client due to qualitative deficiencies in performance are excluded. This exclusion shall not apply in the case of intent or gross negligence or in the case of injury to life, body or health.
7. Other liability
   The liability for qualitative deficiencies in performance is conclusively regulated in section 6. In all other respects the contractor shall be liable for damage for which he is responsible as follows: In the event of simple negligence, the contractor shall only be liable if a material contractual obligation has been breached by him or in the event of default or impossibility. In these cases the liability is limited to the typical, foreseeable damage and amounts for property damage up to 500,000 euros per damage event, but in total not more than 1.0 million euros per contract, for financial loss not more than 10% of the total remuneration of the contract. Liability for pecuniary loss is limited to a total of 500,000 euros per contract. Claims for loss of profit are excluded. In the event of loss of data, the Contractor shall only be liable for the expenditure required to restore the data if the Client has properly backed up the data. In the event of slight negligence on the part of the Contractor, this liability shall only apply if the Client has carried out a proper data backup immediately before the measure leading to the loss of data. Even in the case of gross negligence, liability shall be limited to the typical, foreseeable damage, unless the damage was caused by executive employees of the Contractor. In the event of liability for initial impossibility, delay and the assurance of properties, the contractor shall also only be liable for the typical, foreseeable damage. Liability is also limited in this respect. The limitations of liability shall not apply in the event of intent, injury to life, limb or health or insofar as the Product Liability Act applies.
8. Limitation
   Claims according to clauses 6 and 7 shall become statute-barred 2 years after knowledge, at the latest, however, 3 years after complete performance or premature termination of the contract.
9. Set-off
   The client may only offset claims that are undisputed or have been legally established.
10. Data protection, confidentiality and security
    The Principal shall ensure that the Contractor is informed of all relevant facts exceeding the statutory provisions, the knowledge of which is necessary for the Contractor for reasons of data protection and secrecy. Before handing over a data carrier to the contractor, the client shall ensure the deletion of contents worthy of protection, unless otherwise agreed. The contractor shall ensure that all persons entrusted by him with the processing or fulfilment of the contract observe the statutory provisions on data protection. The obligation to data secrecy required under data protection law shall be made at the latest before the first commencement of the activity and evidence thereof shall be provided to the Client upon request. The Client and the Contractor are obliged to treat all confidential information, business and trade secrets obtained within the framework of the contractual relationship as confidential, in particular not to disclose them to third parties.
11. Text form
    Unless otherwise stipulated, contractual notifications and declarations must be made at least in text form.
12. Applicable law
    The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Severability clause
    Should individual provisions of the contract be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall cooperate to replace invalid provisions by provisions which correspond as far as possible to the invalid provisions. The same shall apply mutatis mutandis in the event of a loophole in the contract.
14. Place of jurisdiction, place of performance
    The place of performance for all obligations resulting from the contract is Hamburg. The place of jurisdiction for all disputes arising from the contractual relationship shall be Hamburg, insofar as the prerequisites for an effective agreement on the place of jurisdiction (registered traders or legal entities under public law) exist. The Contractor shall also be entitled to bring an action at the principal place of business of the Client.

Status: September 2022

SUPPLEMENTARY TERMS AND CONDITIONS FOR KEY VALUES LEARNINGS

All services of our Learnings are subject to these supplementary GTCs of KEY VALUES. Amendments or collateral agreements require prior written confirmation to be valid and apply only to the respective individual business case. Conflicting terms and conditions of the customer are not recognised, even if they have not been expressly contradicted. Frameworks, learning contents and participation fees can be found in the respective learning offers.

1. Registration/confirmation of order
   If you are interested in a Learning offer, we will be pleased to send you an individual offer. By accepting the Learning offer, a binding contract is concluded. Registration constitutes express consent to electronic data processing in accordance with the Federal Data Protection Act (BDSG) for order processing. The customer also agrees that KEY VALUES may use data obtained from the business relationship with the customer for business purposes within KEY VALUES in accordance with the Data Protection Act.
2. Cancellations
   You may cancel your Learning dates agreed with KEY VALUES free of charge up to 14 days before the start date. If we receive your cancellation less than 14 calendar days before the start of the Learning, we will charge 50% of the agreed Learning fee. Three days before the start of the learning and later, the full learning fee will be charged. Of course, the client is entitled to nominate a substitute free of charge. When calculating the above deadlines, the day of the Learning start is not counted. Cancellations must always be made in writing by email or post. Verbal cancellations are invalid. KEY VALUES reserves the right to cancel the event due to insufficient demand or number of participants or for other important reasons beyond our control (e.g. sudden illness of the trainer, force majeure). We will notify you of a cancellation in writing by email at least one week before the start of the event. In the event of a cancellation by us, we will try to arrange another event date with you, provided you agree to this. Otherwise you will receive a refund of the fees you have paid. Claims over and above the learning fee are excluded. This does not apply in the case of intentional and grossly negligent breaches of duty by KEY VALUES or intentional and grossly negligent breaches of duty by a legal representative or vicarious agent of KEY VALUES.
3. Participation fees
   The prices and travel or accommodation costs stated in the offer shall apply. All costs are exclusive of statutory value added tax. Payment of the participation fees is due upon registration. The price includes the learning materials and (if it is a face-to-face event) catering such as drinks during breaks and lunch during the event, insofar as this is stated in the offer description. Not included are any travel expenses of the customer and expenses for accommodation and meals outside the learning times. Participation in the learning only for part of the time does not entitle the client to a reduction of the learning fee.
4. Certificate of attendance
   Each participant in a learning for which a fee is charged receives a certificate confirming participation and the contents of the learning.
5. Copyright
   We reserve all rights, including those of translation, reprinting and reproduction of the learning documents or parts thereof. No part of the learning documents may be reproduced in any form – not even in part – without our written permission, not even for the purpose of teaching, and in particular may not be processed, copied, distributed or used for public reproduction using electronic systems.
6. Warranty/Liability
   In our Learnings, lessons and exercises are designed in such a way that an attentive participant can achieve the Learning objectives. However, we are not liable for the success of the learning. KEY VALUES is not liable for damage caused by viruses on copied data media. This also applies to public domain software. To the extent permitted by law, KEY VALUES shall not be liable for damages. This and the above exclusion of liability shall not apply to damages resulting from injury to life, body or health caused by a negligent breach of duty by KEY VALUES or a wilful or grossly negligent breach of duty by a legal representative or vicarious agent of KEY VALUES. In any case, liability is limited to the value of the order. The trainers undertake to keep confidential all business-relevant processes that have become known to them through their cooperation with the clients. This also applies after the end of the learning.
7. Right of withdrawal for individuals
   If the contractual partner is an individual – not a company – please note the following instruction: You may revoke your contractual declaration in text form (e.g. letter or e-mail) within two weeks without stating reasons. The period begins at the earliest with receipt of this instruction. To comply with the revocation period, it is sufficient to send the revocation in good time. The revocation is to be sent to: KEY VALUES GmbH & Co. KG, Neuer Wall 50, 20354 Hamburg, Email: contact(at)key-values.com In the event of an effective revocation, the services received by both parties shall be returned. If the performance received cannot be returned to us in whole or in part or can only be returned in a deteriorated condition, compensation must be paid in this respect if applicable. This does not apply to the surrender of goods if the deterioration of the goods is exclusively due to their inspection – as would have been possible for you in a shop, for example. In addition, you can avoid the obligation to pay compensation by not using the goods as if they were your property and by refraining from doing anything that could impair their value. Items that can be sent by parcel post are to be returned at our expense and risk. Items that cannot be sent by parcel post will be collected from you. You must fulfil any obligations to refund payments within 3 days of sending your notice of cancellation. Your right of revocation expires prematurely if your contractual partner has started to perform the service with your express consent before the end of the revocation period.

Status September 2022