digital publishing AG
General Terms and Conditions for Corporate Customers Date: 03/2013
1.1. These General Terms and Conditions (GTC) apply to all language training products offered by digital publishing under the “Speexx” brand and thus to all related services including the supply of goods.
1.2. The offer is aimed exclusively at companies within the meaning of § 14 BGB (German Civil Code), i.e. natural persons, legal entities, or partnerships with legal capacity, which, upon conclusion of a contract, act as part of their commercial or independent professional activity.
1.3. The business relationship between digital publishing and the corporate client is subject to the following General Terms and Conditions, which were in effect at the date of order.
1.4. digital publishing does not recognize any terms and conditions by the corporate customer which conflict or deviate from these General Terms and Conditions unless digital publishing has expressly agreed to them in writing. The execution of contracted services does not imply approval of conflicting conditions of the corporate customer.
2.1. Basis for the contract is the offer submitted by digital publishing.
2.2. The contract becomes binding once this offer has been accepted by the corporate customer in writing (written, by fax or email). digital publishing reserves the right to withdraw from the contract, if digital publishing, due to unforeseen impediments and despite all reasonable efforts to deliver, is unable to deliver.
3. Delivery of Goods
Unless otherwise agreed, the goods will be delivered to the delivery address specified by the corporate customer. Shipping is by parcel post or for larger deliveries by carrier. All goods are delivered free of shipping costs.
4. Intangible Services
digital publishing provides its intangible services in the location specified by the customer or by means of distance communication. The corporate customer is responsible for providing all the necessary conditions for the implementation of the services in this location so that digital publishing can fulfill its contract.
5. Requirements for use of the online courses
To use the online language course offer, participants must have a valid email address and a suitable internet connection.
6. Payment and due date, right of refusal
6.1. Unless otherwise expressly agreed, digital publishing will invoice the corporate customer for all of the contracted services at contract commencement.
6.2. The invoice amount is due within 30 days in full. Upon the expiration of the payment period, the customer is in default without need of a reminder.
6.3. If the corporate customer is completely or partially in arrears with an amount due for payment, digital publishing is entitled to set a deadline for payment. If after that deadline the corporate customer has still completely or partially defaulted on payment, digital publishing reserves the right to refuse to completely or partially provide the services contracted. In particular, digital publishing may block the participant’s access to the system until overdue payments have been made.
Corporate customers are entitled to statutory warranty rights. It is not considered insufficient fulfillment of the contractual services by digital publishing when technical conditions on the side of the client and / or the students are not present and cannot be created with reasonable effort by the support of digital publishing, or if the contractual services are made difficult or impossible due to events beyond the control of digital publishing, such as disruption of the internet connection.
8. Liability Limitations
digital publishing is liable for any damages incurred in connection with the performance of the training course, provided the damage was caused through gross negligence by digital publishing, or, in violation of key contractual obligations, through simple negligence. digital publishing is liable for consequential damages even in cases of gross negligence only if the damage was contractually typical and foreseeable. Third parties engaged by digital publishing are liable only if they acted intentionally.
9. Copyright and Ownership
9.1. Products or material developed for the client as part of a training course (training or detailed concepts, scripts, documentation, etc.) remain the property of digital publishing. The client acquires a non-exclusive, non-transferable right to use the products or material during the contract period and also to use them for the implementation of language teaching and to use, modify or make copies thereof. Excluded are all supplied standard course material (online solution and accompanying printed materials). The client is not entitled to use the material in a different form, in particular to publish or otherwise make use of the material, or of the edits and enhancements thereof, in order to develop or market competing products. 9.2. digital publishing guarantees that in the fulfillment of its contract only programs, data and documents are used o which digital publishing has sufficient rights. Thus digital publishing also ensures that the services are free of third party rights, and / or that no other copyrights rights are violated.
11. Reservation of Proprietary Rights
Until full payment has occurred, delivered goods remain the legal property of digital publishing.
12. Applicable Law and Final Provisions
12.1 German law applies with the exclusion of the rules of private international law and excluding the CISG.
12.2 Should individual provisions of the contract, including these Terms and Conditions, be or become invalid or should the contract contain a gap, the validity of the remaining provisions shall remain unaffected. In place of invalid or missing provisions, the relevant legal regulations become valid.
12.3 If the Corporate Customer is a businessperson, a legal entity under public law or a public fund, or has no general jurisdiction in Germany, the place of jurisdiction is Munich.
digital publishing AG
Tel. +49 (0)89-74 74 82-55