General Terms and Conditions (GTC) for TrainingBee

§ 1 Provider and scope

(1) These GTC apply to all contracts for the use of the software “TrainingBee” between Christian Siegert, Spandauer Str. 129, 14612 Falkensee, Germany, email: info@trainingbee.de (hereinafter the “Provider”), and its customers.

(2) The offer is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are excluded. By placing an order, the customer confirms that they are acting in the exercise of their commercial or self-employed professional activity.

(3) Deviating or supplementary terms and conditions of the customer do not become part of the contract unless the Provider expressly agrees to them in text form.

(4) Individually negotiated agreements, e.g. framework agreements, take precedence over these GTC.

§ 2 Services of the Provider

(1) TrainingBee is a web-based software for training employees. In particular, the customer can create trainings with their own content, invite employees to trainings, carry out knowledge checks, obtain confirmations of participation by signature and issue certificates of participation. The current range of features results from the description on the Provider’s website. Every customer receives the full feature set.

(2) The Provider makes the software available as an online service. It is used over the internet with a common, up-to-date web browser. No installation is required. The delivery point of the service is the internet connection point of the data center used by the Provider. The internet connection of the customer and their employees is not part of the contract.

(3) The Provider strives for a high availability of the software. Where possible, the Provider announces maintenance work in advance and carries it out outside usual business hours.

(4) The Provider may further develop and change the software as long as the purpose of the contract — carrying out and documenting employee trainings — is preserved.

(5) Support is provided by email and is included in the price.

(6) Additional services, e.g. prepared training content or phishing trainings, require a separate agreement.

§ 3 Conclusion of the contract and trial phase

(1) With the registration, the customer can test TrainingBee free of charge. The trial phase is non-binding and does not automatically turn into a paid contract. Both parties can end the trial phase at any time without any formal requirements.

(2) The paid contract is concluded when the customer orders it via their customer account or in text form and the Provider confirms the order in text form, e.g. by an order confirmation or the first invoice.

(3) Data from the trial phase, in particular created employees and trainings, is carried over when the contract is concluded.

(4) If the customer does not conclude a paid contract after the end of the trial phase, the Provider may delete the account and the data stored in it. The Provider announces the deletion in text form with reasonable notice.

§ 4 Prices and billing year

(1) The price is €6 per billed employee (§ 5) and billing year, but at least €300 per billing year (base price). The first 50 billed employees are included in the base price. The price covers the full feature set and support. There are no pricing tiers.

(2) All prices are net prices and are subject to the applicable statutory value-added tax.

(3) The first billing year begins with the conclusion of the paid contract (§ 3 para. 2) and lasts twelve months. Each further billing year immediately follows the previous one. The statutory time in Germany is decisive for the beginning and end of a billing year.

§ 5 Billed employees

(1) An employee within the meaning of these GTC is any record created in the customer account of a natural person who is employed by the customer or works in the customer’s business, e.g. including temporary workers.

(2) An employee is active as long as they are not archived. Whether they sign in or take part in trainings is irrelevant for billing. Archived employees cannot take part in trainings. Their record and their training history are retained.

(3) For each billing year, those employees are billed who were active at any point in that billing year (“billed employees”). Each employee counts at most once per billing year, regardless of how long and how often they were active. A later archiving does not change the fact that the employee counts for the current billing year. Employees who were archived for the entire billing year are not billed for that billing year.

(4) The individual employee record is decisive for the count. If an employee is archived and activated again within the same billing year, they count only once. The deletion of a record does not change the fact that it counts for the current billing year if it was active in it. If a new record is created for the same person afterwards, it counts as a further employee. The Provider points out that when a record is deleted, the associated proofs of training are also lost.

(5) The customer can view the numbers relevant for billing at any time in the administration area of the software.

§ 6 Prepayment and retroactive charge

(1) At the beginning of each billing year, the customer pays the price under § 4 in advance, calculated from the number of employees active at that time (“prepaid employees”). For the first billing year, these are the employees active at the conclusion of the contract (§ 3 para. 3).

(2) After the end of each billing year, the Provider determines the number of billed employees of that billing year. For each billed employee exceeding the greater of the following two numbers, the Provider retroactively charges €6 (“retroactive charge”): the number of prepaid employees or the 50 employees included in the base price. As a result, for each billing year the customer pays in total exactly the price under § 4 para. 1 for the billed employees of that billing year.

(3) The retroactive charge is billed together with the prepayment for the following billing year in one invoice. If the contract ends, the customer receives a final invoice for any retroactive charge. The claim to the retroactive charge continues to exist after the end of the contract.

(4) All invoices state the numbers they are based on. The customer can verify them in the administration area of the software (§ 5 para. 5).

(5) The Provider informs the customer in text form about the current numbers and the expected invoice in good time before the end of the billing year, usually 30 days in advance. The customer can archive departed employees before the beginning of the next billing year and thereby lowers the next prepayment. The number of billed employees of the current billing year remains unaffected by this.

(6) There is no pro-rata billing. An employee who becomes active for the first time towards the end of the billing year counts like an employee who was active for the entire year. Prepaid fees are not refunded, in particular not when employees are archived during the billing year. If the customer justifiably terminates the contract for good cause, the Provider refunds prepaid fees pro rata for the period after the termination takes effect.

§ 7 Terms of payment

(1) Invoices are transmitted electronically, by email or by being made available in the customer account. The customer names an email address for receiving invoices and keeps it up to date.

(2) Invoices are payable without deduction within 14 days of receipt. Payment is made by bank transfer unless agreed otherwise.

(3) In the event of late payment, the statutory provisions apply.

(4) If the customer is in default with a not insignificant amount and does not pay despite a reminder with a reasonable grace period, the Provider may block access to the software until all due amounts are paid. The obligation to pay remains unaffected by the blocking. The right of both parties to extraordinary termination remains unaffected.

(5) The customer can only set off undisputed claims or claims established by final judgment. The customer is entitled to rights of retention only for counterclaims from the same contractual relationship.

§ 8 Price changes

(1) The Provider may change the prices under § 4 with effect from the beginning of the next billing year. The Provider announces price changes in text form at least six weeks before the end of the current billing year.

(2) For the current billing year, the prices agreed at its beginning remain unchanged, including for the retroactive charge of that billing year.

(3) The customer’s right to ordinary termination as of the end of the current billing year (§ 16 para. 2) remains unaffected.

§ 9 Fair use

(1) The number of trainings is not limited within the scope of proper use for the customer’s own training purposes.

(2) The customer has one administrator account available for every ten active employees or part thereof, but at least five accounts.

(3) In the event of serious or repeated violations of this § 9, the Provider may terminate the contract extraordinarily after an unsuccessful warning (§ 16 para. 4).

§ 10 Obligations of the customer

(1) The customer provides accurate information during registration and ordering and keeps it up to date, in particular name, address and billing email address.

(2) The customer treats access credentials confidentially, does not pass them on to unauthorized persons and informs the Provider without undue delay if they suspect misuse of their account.

(3) The customer ensures that they hold the required rights to all content they upload, e.g. slides, documents and videos, and that this content does not violate applicable law.

(4) The customer indemnifies the Provider against third-party claims asserted against the Provider because of content uploaded by the customer or because of an unlawful use of the software by the customer, including the reasonable costs of legal defense. This does not apply if the customer is not responsible for the infringement.

(5) The customer is responsible towards their employees for complying with the requirements of employment law and data protection law, in particular for informing the employees about the processing of their data in TrainingBee.

§ 11 Rights of use

(1) For the duration of the contract, the customer receives the non-exclusive, non-transferable and non-sublicensable right to use the software to train their employees (§ 5 para. 1).

(2) Use for third parties, in particular offering trainings for other companies, requires a separate agreement.

(3) The customer grants the Provider the simple rights of use to the content they upload that are required for operating the software, in particular for storage, reproduction, display to authorized users and data backup. All other rights remain with the customer.

§ 12 Data protection and commissioned data processing

(1) Insofar as the Provider processes personal data on behalf of the customer, in particular employee data and training results, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. It is part of the contract.

(2) The Provider’s privacy policy applies to the processing of personal data when visiting the Provider’s websites.

§ 13 Data backup and data export

(1) The Provider regularly creates backup copies of the customer data.

(2) The customer is responsible for saving, in good time before the end of the contract, any records they need to fulfill their own retention and documentation obligations, e.g. certificates of participation. On request, the Provider provides the customer with their data in a common electronic format when the contract ends.

(3) 90 days after the end of the contract, the Provider deletes the customer’s data unless statutory retention obligations prevent this.

§ 14 Warranty

(1) During the contract term, the Provider keeps the software in a condition suitable for use in accordance with the contract and remedies defects within a reasonable time.

(2) The customer reports defects without undue delay and describes them as precisely as they can.

(3) The Provider’s strict liability for defects that already existed at the conclusion of the contract (§ 536a para. 1 BGB) is excluded. § 15 remains unaffected.

§ 15 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, in the case of fraudulent intent and within the scope of a guarantee assumed by the Provider.

(2) In the case of simple negligence, the Provider is liable only for the breach of essential contractual obligations. Essential contractual obligations are obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In this case, the liability is limited to the damage that was foreseeable at the conclusion of the contract and is typical for the contract.

(3) For the loss of data, the Provider is liable in the case of simple negligence only up to the amount of the effort that would be required to restore the data with proper and regular data backups.

(4) In all other respects, the liability of the Provider is excluded.

§ 16 Term and termination

(1) The trial phase (§ 3 para. 1) can be ended at any time without any formal requirements.

(2) The paid contract runs for one billing year. It is extended by one further billing year in each case unless a party terminates it with a notice period of 14 days to the end of the current billing year.

(3) Terminations require text form. An email to info@trainingbee.de is sufficient.

(4) The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider exists in particular if the customer remains in default with a not insignificant amount despite a reminder or seriously violates § 9 or § 10 despite a warning.

(5) After the end of the contract, § 6 para. 3 (final invoice) and § 13 (data export and deletion) apply.

§ 17 Changes to these GTC

(1) The Provider may change these GTC with effect for the future insofar as the change is reasonable for the customer, taking the interests of both parties into account. Price changes are governed exclusively by § 8.

(2) The Provider announces changes in text form at least six weeks before they take effect and highlights the changes. If the customer does not object in text form by the time the changes take effect, the changed GTC are deemed accepted. The Provider points out this consequence in the announcement.

(3) If the customer objects, the contract continues under the previous terms. In this case, the Provider may terminate the contract ordinarily as of the end of the current billing year.

§ 18 Final provisions

(1) The contract language is German. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, or if they have no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the seat of the Provider. The Provider may also sue the customer at the customer’s general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.