General Delivery and Service Conditions BRZ
1. SUBJECT AND SCOPE OF APPLICATION
1.1
These General Delivery and Service Conditions (the "BRZ Terms and Conditions") apply to all contracts for deliveries and services (collectively "Services") of BRZ Deutschland GmbH, Rollnerstraße 180, 90425 Nuremberg ("BRZ") towards the natural or legal person who commissions BRZ to provide services (the "Customer"). BRZ and the Customer are hereinafter referred to individually as "Party" and collectively as "Parties."
1.2
In addition to the BRZ Terms and Conditions, specific conditions for the services commissioned by the customer apply, referred to as "Special Terms and Conditions." The BRZ Terms and Conditions and the applicable Special Terms and Conditions are collectively referred to as "BRZ Terms and Conditions."
1.3
The customer's general terms and conditions do not apply unless BRZ has expressly agreed to their validity in writing. The BRZ Terms and Conditions also apply if BRZ performs commissioned services unconditionally in knowledge of conflicting general terms and conditions of the customer.
1.4
The service offer from BRZ is exclusively directed at entrepreneurs, i.e., natural or legal persons and legally capable partnerships, who act in the exercise of their commercial or independent professional activity when concluding the contract (§ 14 para. 1 BGB). The BRZ Terms and Conditions do not apply to consumers within the meaning of § 13 BGB. BRZ reserves the right to request proof of the customer's entrepreneurial status.
2. OFFER AND CONCLUSION OF CONTRACT
2.1
The customer can request BRZ to offer certain services. An offer from BRZ is only binding if the scope and number as well as the prices of the offered services are included in the contract form. Upon receipt of the contract form signed by the customer without changes at BRZ, a contract between the parties is concluded for the services specified therein, consisting of the contract form, the respective description of services from BRZ ("Service Description"), and the BRZ terms and conditions (hereinafter the "Contract").
2.2
In the event of a conflict between the BRZ General Terms and Conditions and Special Business Conditions, the provisions of the Special Business Conditions take precedence. In the event of a conflict between the BRZ Terms and Conditions and the contract form, the contract form takes precedence.
3. GENERAL OBLIGATIONS OF THE PARTIES
3.1
BRZ is obliged to provide the ordered services in accordance with the provisions of the contract.
3.2
The customer is obliged to fulfill the obligations imposed on them by the contract, in particular to pay the agreed remuneration (Section 5.1) to BRZ.
4. TERM AND TERMINATION
4.1
The contract comes into effect on the date specified in the contract form (hereinafter the "effective date"). The contract remains valid indefinitely until it is terminated (hereinafter the "term").
4.2
The minimum contract term is 24 months.
4.3
Each party is entitled to terminate the entire contract or parts thereof with a notice period of 3 months at the end of the minimum contract term or at the end of each subsequent calendar year.
4.4
The right to terminate the contract for good cause remains unaffected. BRZ is particularly entitled to terminate the contract in whole or in part for good cause if
a) the customer has not made their payments in full and on time for two (2) consecutive months or three (3) times in six (6) months, or
b) the customer is unable to meet their obligations when due or is deemed insolvent under applicable law, or
c) the customer abuses the services and does not remedy the effects of the abuse immediately after receiving a written notice of the abuse from BRZ, or
d) a right to terminate the contract for good cause arises from another provision of the contract.
4.5
Any termination requires written form to be effective.
4.6
Unless otherwise provided in the contract, the customer is obliged to cease the use of the services upon termination of the contract and to return items owned by BRZ immediately at their own expense. The same applies accordingly to a partial termination of the contract.
5. PAYMENT TERMS
5.1
The customer is obliged to pay the prices valid for the services ordered according to the price list plus the legally applicable value-added tax (VAT) to BRZ (the "remuneration"). The prices stated are net prices and are always in EURO.
5.2
BRZ's claim for payment of the fee for ongoing services arises in advance for twelve (12) calendar months or, in the case of a mid-year contract start, until the end of the calendar year.
5.3
To the extent that the fee is calculated based on the actual usage volume per month (e.g., the number of sessions/users, storage, or data transfer volume), the claim for payment of the fee arises on the fifth (5th) day of the following month.
5.4
The fee is due on the day the invoice is issued to the customer.
5.5
The invoiced remuneration is to be paid in full and without deduction to BRZ no later than fourteen (14) days after the due date. The customer undertakes vis-à-vis BRZ to enable BRZ to collect the respective due amount from the customer's bank account via the SEPA direct debit procedure. In particular, the customer will provide BRZ with a valid SEPA direct debit mandate upon request and maintain it for the duration of the term. This authorizes BRZ to collect the remuneration from the specified bank account by direct debit. The advance notification (pre-notification) of the collection of the due remuneration is made by the communication addressed to the customer about the amount of the remuneration, mandate reference number, creditor identification number, and the due date of the payments. The deadline for the advance notification is shortened to 5 working days before the debit for the first collection and 2 working days before the debit for subsequent collections. The debit for subsequent collections takes place on the due date according to this clause 5.5. If the due date falls on a public holiday or weekend, the direct debit will be made on the next banking business day. AU400 – 03/2018 – Copyright protected – Passing on to third parties is prohibited – Violations will be prosecuted criminally
5.6
The customer may only offset undisputed or legally established claims against claims of BRZ and may only exercise a right of retention based on such claims.
5.7
BRZ reserves the right to adjust prices once in each calendar year for the future, but in no calendar year by more than 5% of the price applicable up to that point. BRZ will inform the customers in writing or by email about the price adjustment at least four (4) weeks in advance. The price adjustment will take effect on the date specified in the notification. In the event of a price adjustment, the customer has the right to terminate the contract for the services affected by the adjustment with a notice period of two (2) weeks to the date of the price adjustment specified in the notification. If the customer does not exercise this right of termination, the price adjustment is deemed accepted by the customer.
6. OBLIGATIONS OF THE CUSTOMER
6.1
The customer is obliged to provide BRZ with all data and information necessary for the proper provision of the service in a timely manner and at their own expense.
6.2
Furthermore, the customer is obliged to provide all support requested by BRZ in the form of personnel, tools, information, and/or infrastructure at their own expense. If the requested support is not provided in a timely manner, this may lead to disruptions or delays in the provision of services by BRZ. If additional costs arise as a result of such delays, BRZ is entitled to claim reimbursement from the customer, unless the customer was not responsible for the delay.
6.3
Unless explicitly provided otherwise in the service description, the customer is responsible for providing and maintaining tools such as hardware, software, and internet connection if this is necessary for the complete and proper use of the commissioned services.
6.4
The customer is solely responsible for the security of their systems and for protecting them against malware and attacks.
6.5
The customer is obliged to designate a contact person for the execution of the contract as well as a deputy (each referred to as "contact person"). The contact information of the contact persons should include name, phone number, and email address.
6.6
The customer is obliged to inform BRZ immediately in writing about changes to their company name, company address, contact persons, and any other changes that are relevant to the execution of the contract.
7. DATA PROTECTION UNDER EU GDPR
7.1
The client (customer) bears and assumes full responsibility for all personal data as the data controller within the meaning of Art. 2 (d) of the EU Data Protection Directive 95/46/EC. To the extent that personal data is stored and/or processed under this agreement, BRZ acts as the data processor within the meaning of Art. 2 (e) of the EU Data Protection Directive 95/46/EC and follows the instructions of the client. BRZ and the client implement all technical and organizational measures necessary to comply with the provisions of applicable data protection laws to protect personal data against misuse.
7.2
As far as personal data is processed by BRZ on behalf of the customer in the course of service provision, this is done in accordance with the data processing agreement, which is attached to this contract as an annex and thus becomes part of the contract.
8. LIABILITY
8.1
BRZ is fully liable in cases of intent and gross negligence, according to the provisions of the Product Liability Act, for injuries to life, body, or health, as well as within the framework of guarantees assumed in writing by BRZ.
8.2
Notwithstanding the above clause 8.1, BRZ is liable in cases of slight negligence.
only in the event of a breach of essential contractual obligations, meaning those obligations whose fulfillment enables the proper execution of the contract and on which the customer can regularly rely. In this case, BRZ's liability is limited to the foreseeable and typical damage according to the nature of the relevant business.
8.3
Beyond clauses 8.1 and 8.2, BRZ's liability for slight negligence is excluded.
8.4
The customer's claims for damages based on the above clause 8.1 expire in accordance with the statutory provisions. The statutory limitation period for other claims for damages by the customer is one (1) year. It begins at the end of the calendar year in which the claims arose and in which the customer became aware of the circumstances justifying the claim and of the person liable for damages, or in which the customer, due to their own gross negligence, did not become aware of them, but no later than five (5) calendar years after the claim arose and no later than ten (10) calendar years after the commission of the act, breach of duty, or other event that gave rise to the claim for damages.
8.5
In the event of data loss, BRZ is only liable for the effort required to restore the data if proper data backup has been performed by the customer. In cases of slight negligence by BRZ, this liability only applies if the customer has carried out proper data backup in accordance with the due diligence appropriate to the type of data before the measure leading to data loss. The persons deployed by BRZ to provide support services may assume that all data they come into contact with during service provision is backed up in a recoverable manner, unless the customer has previously explicitly informed them in writing on a case-by-case basis that this is not the case.
8.6
The aforementioned limitations of liability also apply to expenses in the sense of § 284 BGB.
8.7
Clause 8 also applies to damages and expenses (§ 284 BGB) caused by a subcontractor and/or an agent of BRZ, as well as to the personal liability of BRZ's employees, representatives, and executives.
9. CONFIDENTIALITY
9.1
The parties are obliged to keep all confidential information they become aware of in connection with the contract secret and not to disclose this information to third parties – regardless of the purpose – unless the other party has given prior written consent. Confidential information includes all information explicitly designated or marked as confidential by the party providing it, as well as all information that, due to the circumstances under which it is provided, would be classified as confidential by a prudent businessman. Confidential information also includes the software, its structure, design and code, the documentation and source materials as well as the know-how, techniques and concepts of the software that are part of BRZ's services.
9.2
The obligations under the preceding clause 9.1 do not apply to information that
a) were already known or freely available before the other party received them;
b) were publicly accessible or freely available before the date of receipt; or
c) were publicly accessible or freely available after the date of receipt, without the party receiving the information being responsible for it.
9.3
The obligations in the preceding clause 9.1 remain in effect indefinitely even after the expiration or termination of the contract, as long as no exception has been proven in accordance with clause 9.2.
10. CHANGE OF TERMS AND CONDITIONS
10.1
BRZ is entitled to change and/or supplement the BRZ terms and conditions in whole or in part in order to adapt them to technical or economic changes. If BRZ intends to do so, BRZ is obliged to inform the customer about the intended changes and/or supplements by providing him with the revised version of the applicable BRZ terms and conditions. The changes and/or supplements will only become part of the contract and replace the version of the BRZ terms and conditions agreed upon by the parties if the customer agrees to the revised BRZ terms and conditions.
10.2
The changes and/or additions are deemed accepted by the customer if the customer does not raise objections to them in text form within one (1) month after receipt of the revised BRZ terms and conditions. BRZ will inform the customer of this consequence when BRZ provides the revised version to the customer.
10.3
If the customer raises objections to the revised BRZ terms and conditions as described above, the contract shall remain unchanged under the BRZ terms and conditions valid between the parties to date. In this case, however, BRZ is entitled to terminate the contract in writing with a notice period of fourteen (14) days to the end of the calendar month following the receipt of the objections.
11. APPLICABLE LAW AND JURISDICTION
11.1
The contract and all claims and rights arising therefrom and related thereto are subject to the law of the Federal Republic of Germany, excluding conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods is excluded.
11.2
The exclusive place of jurisdiction for all disputes between the parties in connection with this contract is Nuremberg, Germany.
12. MISCELLANEOUS
12.1
The contract constitutes the entire contractual framework between the parties. There are no oral side agreements.
12.2
Changes and additions to the contract require written form to be effective. This also applies to changes to this written form requirement.
12.3
The customer is not entitled to assign or transfer the rights and obligations arising from this contract, unless the parties mutually agree in writing otherwise.
12.4
BRZ is entitled to have services performed in whole or in part by third parties ("subcontractors"). All subcontractors engaged will be obligated to comply with applicable data protection regulations. If BRZ uses a subcontractor for data processing on behalf of the customer, this will be done in accordance with Article 28 EU GDPR.
12.5
Should any provision of the contract be invalid, the validity of the remaining provisions shall remain unaffected.
12.6
Written form in the sense of the contract requires the postal transmission of a signed declaration in original to the other party. AU 407 - Status: 07-2020 - Copyright protected - Disclosure to third parties is prohibited - Violations will be prosecuted - Nuremberg Construction Group.
Special Terms and Conditions BRZ Academy
1. SCOPE OF APPLICATION
1.1
These special business conditions of the BRZ Academy apply to the
Agreement on training services between BRZ and the customer (in
Hereinafter also referred to as course participants).
1.2
The General Delivery and Service Conditions apply additionally to the BRZ Academy
Service conditions (the "BRZ Terms and Conditions"), including the definitions BRZAGB.
2. SCOPE OF SERVICES
2.1
The subject of the contract is the organization and execution of
Training. The content of the courses is derived from the respective course offerings,
listed in the BRZ online shop.
2.2
BRZ is entitled to engage third parties for services to be provided or
to be consulted.
3. REGISTRATIONS
3.1
The registration for a training can be submitted by the course participant in writing by post,
Fax 0911/3607-395, by email to akademie.de@brz.eu or by
Send order form to BRZ at https://shop-akademie.brz.eu/.
Telephone registrations cannot be accepted.
3.2
Registrations are considered in the order they are received. In case of
In case of overbooking of training dates, we will notify the course participants
receipt of registration.
3.3
A confirmation of registration will be sent to the course participant after
Processing.
3.4
Should the course participant not receive any notification within a week
If BRZ has not received any notification, we ask the course participant to contact BRZ
to get in touch.
4. CANCELLATIONS/REFUNDS
4.1
Cancellations must be made in writing by post, fax 0911/3607-395 or by email
to be sent to akademie.de@brz.eu at BRZ. Cancellations by phone can
cannot be accepted.
4.2
If the cancellation is received before the start of training up to the 14th calendar day, for e-learning
up to the 2nd calendar day before the start of training, the cancellation
Cancellation free of charge.
4.3
Cancellations from the 13th to the 8th calendar day, for e-learning from the last day before the start of training, will be charged 50% of the training fees.
4.4
Cancellations from the 7th calendar day before the start of training and no-shows
charged at the full fees.
4.5
for organizational reasons or due to official
Orders and measures (e.g. for health protection) will be
If the training date does not take place, the training fee can
further claims cannot be made.
4.6
The customer is allowed to provide a substitute participant. In this
Cancellation fees will be waived.
4.7
In the case of cancellations of time-bound training sessions for which a voucher code is applicable, the voucher code remains valid if the cancellation is received in writing by BRZ by the 14th calendar day, and for e-learning by the 2nd calendar day before the start of the training. For cancellations of time-bound training sessions from the 7th calendar day, and for e-learning from the last day before the start of the training, the voucher code loses its validity.
5. REMUNERATION
5.1
The remuneration is based on the currently valid price in the online shop plus the applicable value-added tax. The fee includes for full-day
snacks and refreshments during breaks for half-day events,
snacks during events. Travel and hotel costs as well as
Customer parking fees are not included in the price and will not be
taken over by BRZ.
6. CUSTOMER OBLIGATION/PAYMENT/DEFAULT
6.1
The training orders and training times are binding. Violations
may lead to exclusion from the training. There is no entitlement to
Refund of fees does not arise from this.
6.2
The remuneration is due after the training service has been provided with the receipt of the
invoice is due and must be transferred to BRZ's account within
to be paid within fourteen days. If training services are provided as part of a
purchase, license, and maintenance contract, invoicing takes place
within the contract. The customer receives a
voucher code is valid for one year. In the event of payment default
the statutory regulations apply. If the customer falls into default of payment according to §284 BGB, he must compensate for the corresponding default damage. The
BRZ reserves the right to assert a further claim for damages. A
The customer is only entitled to a right of set-off to the extent that his counterclaim
legally established, undisputed or acknowledged.
6.3
legally established, undisputed or acknowledged is.
Voucher codes are limited to the issued training series and cannot be exchanged or canceled.
7.1
7. MINIMUM NUMBER OF PARTICIPANTS/RESERVATION OF CHANGES
BRZ is entitled to withdraw from the contract if the minimum number of participants is not reached in public training
if the minimum number of participants is not reached, the speaker is unexpectedly
is unable to work due to illness on the training date and a substitute speaker is not
can be organized more or an unforeseen obstacle to performance
is present, provided that this is not overcome by reasonable efforts
7.2
In the case of paragraph 7.1, BRZ will inform the customer immediately, at the latest seven working days before the start of training, about the unavailability of the training if the minimum number of participants is not reached.
7.3 BRZ is entitled to adapt and update the training content and structure to the current state of development.
8. LIABILITY/WARRANTY
8.1
In case of course cancellation or rescheduling, BRZ is not liable for any
travel and accommodation costs as well as those arising from work loss
incurred expenses. For indirect damages, especially lost
profit or claims of third parties are not liable. This does not apply in cases of intent or gross negligence by BRZ.
8.2
compensation claims against BRZ, the legal representatives and
Agents are only liable in cases of intent or gross
negligence acknowledged.
8.3
Liability is limited in cases of gross negligence and in the absence of
quality for which BRZ has assumed a guarantee, to the
foreseeable damage caused by the breached duty or the guarantee
should be prevented.
8.4
These liability limitations do not apply to liability for personal injury.
For damages resulting from injury to life, body, or health
BRZ is fully liable in case of fault. The objection of
contributory negligence remains open.
8.5
For all claims against BRZ for damages or reimbursement of futile
Expenses apply in contractual and non-contractual liability, except in
In cases of intent or personal injury, a limitation period of
one year after knowledge of the basis for the claim. The limitation period occurs
at the latest 2 years after the claim arises.
8.6
For items brought in by the participant during training
no liability is assumed.
8.7
Classes and exercises are designed so that an attentive
Participants can achieve the set training goal. For the occurrence of
BRZ is not liable for training success.
9. INTELLECTUAL PROPERTY
9.1
All rights to the provided training materials and programs are
copyright protected. All rights, including translations,
Reproductions, distribution, and reprinting of training materials and
Training programs, even in excerpts, are reserved for BRZ. Without
No reproductions may be made without the written permission of BRZ.
This expressly also refers to the training provided
software provided.
10. DATA PROTECTION ACCORDING TO EU-GDPR/CONFIDENTIALITY OBLIGATION
10.1
BRZ informs the customer that the data provided in the context of the conclusion of the contract
collected data in accordance with the European General Data Protection Regulation
(EU-GDPR) by BRZ to fulfill the obligations arising from the contract
will be collected, processed, and used. This particularly applies to the
personal data of the customer, i.e. his contact information,
including names, telephone and fax numbers, as well as email addresses.
The customer expressly agrees that BRZ
may be collected, stored, and used.
10.2
The customer further agrees that the aforementioned data
e.g. can be used by BRZ for advertising, email information, newsletters and/or market research. Personal customer and billing data can be processed and used within the scope of the existing business relationship and passed on to cooperation partners, subcontractors, sales partners as well as authorized representatives of BRZ and its affiliated companies for the purposes of joint business activities, customer support, customer information; and customer consulting. The customer hereby expressly agrees to this.
10.3
The customer has the right to withdraw the consent he has given regarding the
Use and processing of his personal data with effect for the
to revoke at any time in writing.
10.4
The customer will treat all information confidentially that is made available to him in the context of the execution of this contractual relationship.