imc Standard Content
Section 1 Scope
1) The terms defined hereinafter apply to all transactions involving the temporary transfer of digital learning content (e-learning courses) from the imc group company specified in the offer (hereinafter referred to as “Licensor”) to the client equally specified in the offer (hereinafter referred to as “Licensee”).
2) These Rental Terms shall apply exclusively. Deviating or conflicting terms of the Licensee shall not apply, unless expressly agreed with the Licensor in writing.
3) These Rental Terms for imc standard content shall only apply to business persons, entities under public law or special funds under public law as defined in Section 310(1) German Civil Code (BGB).
Section 2 Object of the Contract
1) The object of these Rental Terms is the temporary transfer of the e-learning courses listed in the relevant offer (the “courses”) for the duration of the term of contract, and the granting of the rights necessary for their contractual use in accordance with Section 3.
2) The Licensor shall transfer a copy of the courses to the Licensee in digital form. If the courses are protected with a licence key, the Licensee shall receive the licence key exclusively for the use of the courses as defined in detail in these Terms. Alternatively, the Licensor may grant the Licensee access to the courses on a learning platform provided by the Licensor.
3) The course quality owed is conclusively stated in the relevant offer or any documentation associated with the relevant course.
Section 3 Grant of rights
1) For the term of the rental relationship, the Licensee shall receive the temporary, non-exclusive, non-transferable and non-sublicensable right to use the licensed courses in its own company to train and develop its employees and other agents. To this end, the Licensee may integrate the licensed courses into a learning environment throughout the term of the rental relationship and make it available to the number of authorised employees and other agents specified in the offer or order via this medium for training and development purposes. Alternatively, the Licensor may grant the Licensee access to the courses on a learning platform provided by the Licensor. The learning environment used by the Licensee for the use of the courses shall be specified in the offer.
2) The Licensee is explicitly not permitted to edit or otherwise redesign the courses in full or in part or use them outside of the scope of application specified in the offer, unless necessary for their contractual use.
3) The Licensee shall be entitled to create a backup copy of any courses transferred to it. The Licensee must attach a “backup copy” note and a copyright notice of the manufacturer on the backup copy in a visible manner.
4) Moreover, the Licensee shall be entitled to reproduce, edit or decompile the courses if permitted by law and only if the Licensor fails to provide the information necessary for such actions on the request of the Licensee.
5) The Licensee shall not be entitled to reproduce the courses other than in accordance with Subsections 1 to 4.
6) The Licensee shall not be entitled to provide any copy of the courses provided to it or any backup copy of the courses created to a third party. In particular, it is not permitted to sell, lend or rent out, or otherwise sublicense or publicly reproduce the courses or make them publicly accessible. The Licensee shall not acquire any copyrights to the courses through the rental relationship.
7) If the Licensee violates any of the terms and conditions above, all rights of use granted within the scope of this Contract shall immediately become void and are automatically returned to the Licensor. In such event, the Licensee must discontinue all use of the software without delay, erase any copies of the courses installed on its systems, and erase or handover to the Licensor any backup copies created.
8) The Licensor shall not be held responsible for the suitability of the courses for the Licensee’s intended use, nor the achievement of the objectives pursued with the use of the courses. The Licensee alone shall be responsible for ensuring that the courses are suitable for its objectives.
Section 4 Compensation, due date and default
1) The compensation payable for the transfer of the courses is specified in the offer.
2) All prices are stated net, i.e. exclusive of any applicable VAT.
3) If any taxes, fees or duties are incurred in connection with the conclusion or performance of the rental relationship or any changes to the Contract, these shall be borne by the Licensee.
Section 5 Protection of the courses
1) The Licensee must employ suitable measures to protect the courses (or access to the courses) against access by unauthorised third parties and, in particular, store all copies of the courses in a secure location.
2) Upon request of the Licensor, the Licensee shall enable the Licensor to check whether the courses are used properly; in particular, whether the quality and quantity of their use by the Licensee is within the scope of the rights of use transferred to it for the term of the rental relationship. To this end, the Licensee shall provide information to the Licensor, grant the Licensor access to relevant documents and records, and allow the Licensor or a third party nominated by the Licensor acceptable to the Licensee to examine the learning environment used. The Licensor may conduct the audit on the Licensee’s premises during the latter’s regular business hours, and it may arrange for a third party bound to secrecy to conduct the audit. The Licensor will strive to minimise disruption to the Licensee’s business operations through its on-site activities. If the audit shows that the acquired number of licenses is exceeded by more than 5% (five percent) or other non-contractual use has occurred, the Licensee shall bear the costs of the audit; otherwise, it shall be borne by the Licensor
Section 6 Term of contract and termination
1) The term of the rental relationship and the notice periods for ordinary termination are stated in the offer.
2) Either party may also terminate the rental relationship for good cause in writing without observing any notice period. In particular, a good cause that would entitle the Licensor to terminate the Contract exists if the Licensee violates rights of use granted by the Licensor by using the courses beyond the scope permitted in these Terms and fails to remedy the violation by an appropriate deadline after receiving a warning from the Licensor.
3) Any notice of termination must be served in writing.
4) If the Contract is terminated, the Licensee must abandon the use of the courses, remove any copies of the courses installed on its computers and, at the Licensor’s discretion, return any backup copies created to the Licensor without delay or destroy these.
Section 7 Maintenance and updates
1) The Licensor warrants the maintenance of the agreed course quality throughout the term of the rental relationship, as well as the use of the courses not being compromised by any third-party rights. The Licensor shall remove any defects in quality and defects in title that arise in relation to the rental object within a reasonable timeframe.
2) The Licensee must notify the Licensor of any defects in the courses in text form without delay after discovery. Defects in quality shall be notified by describing the time and exact circumstances the defects occurred.
3) During the term of contract, the Licensor shall provide the Licensee with free course updates if required. The Licensor alone shall decide whether a course requires an update.
4) Services not covered by the maintenance obligation under Subsection 1 shall be provided by the Licensor based on an individual agreement and for a separate fee.
Section 8 Liability
1) The Licensor shall be liable without limitation:
- in the event of wilful intent or gross negligence,
- for injury to life and limb or health,
- pursuant to the provisions of the Product Liability Act (ProdHaftG), and
- within the scope of a guarantee granted by the Licensor.
2) If a duty material to the achievement of the contractual purpose (material contractual obligation) is breached through simple negligence, the Licensor’s liability shall be limited to the amount of damage foreseeable and typical for the type of transaction at hand.
3) The Licensor accepts no further liability.
4) The above limitation of liability shall also apply to the personal liability of the Licensor’s employees, vicarious agents, representatives and bodies.
Section 9 Confidentiality
1) “Confidential information” shall mean all information and documentation of the respective other party that is marked as confidential or must be deemed confidential based on the circumstances; in particular, information about business processes, business relationships and know-how.
2) The Parties agree to maintain secrecy about confidential information. This obligation shall survive a period of 5 years after the termination of the Agreement
3) This obligation shall exclude confidential information which
a) the recipient already verifiably knew at the conclusion of the Contract or learns from a third party thereafter without any breach of any confidentiality agreement, statutory provision or administrative order;
b) are publicly known at the conclusion of the Contract or are made public thereafter, unless caused by a breach of the Rental Terms;
c) must be disclosed due to statutory obligations or in response to a court or administrative order. To the extent permissible and possible, the recipient obliged to disclose the information shall notify the respective other Party in advance and give it the opportunity to appeal the disclosure.
4) The Parties shall disclose confidential information only to such employees and vicarious agents who must know this information for the performance of the rental relationship.
Section 10 Final provisions
1) The rental relationship between the Licensee and the Licensor is governed German substantive law under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
2) The exclusive place of jurisdiction shall be Saarbrücken.
3) If any provision of these Rental Terms is ineffective, the effectiveness of the remaining provisions shall remain unaffected.