The following General Terms and Conditions (GTC) apply to the provision of services by SOMI Academy GmbH (hereinafter referred to as the "Contractor") to its customers (hereinafter referred to as the "Client"). Unless otherwise agreed in writing, these GTC shall apply exclusively.

1. Scope of Application, Conclusion of Contract, Contractual Components

1.1 The Contractor provides its services solely on the basis of these GTC. The Contractor does not recognize any terms and conditions of the Client that conflict with or deviate from the Contractor's GTC, unless the Contractor has expressly agreed to their validity in writing. The tacit provision of goods or services by the Contractor does not constitute acceptance of conflicting terms and conditions of the Client.

1.2 The entire contractual relationship consists of:

1. the specific agreements made (in particular agreements based on the Contractor's offers and the Client's orders, which come into effect upon the Contractor's order confirmation, or individual contracts based on a framework agreement).
2. the service specifications and other attachments,
3. a framework agreement (if any),
4. the statutory provisions.

1.3 All documents listed in Section 1.3 are hereinafter collectively referred to as the "Contract." In the event of any conflicts between the contractual documents, the order of precedence set forth above shall apply. Individual, written agreements made between the parties on a case-by-case basis shall take precedence over these General Terms and Conditions. In any case, the provisions of any Data Processing Agreement ("DPA") to be concluded shall take precedence over this Contract with respect to services.

2. Scope of Services, Remuneration, Terms of Payment, Third-Party Services

2.1 All services and prices shall be agreed upon separately between the parties.

2.2 The respective invoice amount is to be paid to the account specified in the invoice without any discount or other deductions no later than 30 days after receipt of the invoice ("payment term"). If the payment method is direct debit, the invoice amount will be debited from the specified bank account 30 days after the invoice date.

2.3 Objections to invoices must be raised in writing with the Contractor immediately upon receipt.

2.4 All prices are net prices and are exclusive of value-added tax at the statutory rate in effect at the time the service is provided.

2.5 If fewer than the agreed-upon services are requested by the Client, this does not entitle the Client to a price reduction.

2.6 The Contractor is entitled to engage qualified third parties, in particular affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), to perform its services.

3. General Obligations of the Client to Cooperate

3.1 The Client shall facilitate the Contractor's performance of services through appropriate cooperation. The Client must ensure that all documents necessary for the execution and review of the contract are provided to the Contractor in a timely, complete, and free-of-charge manner without specific request, and that the Contractor is informed of all processes and circumstances that may be relevant to the performance of the services. This also applies to documents, processes, and circumstances that become known only during the Contractor's work.

3.2 The Client shall designate qualified employees to coordinate the content and/or define special requirements (if necessary).

3.3 If the services are to be performed on the Client's premises, the Client shall provide suitable premises with the pre-determined equipment free of charge and in a timely manner.

3.4 If the Client breaches its duty to cooperate and, for this reason, the Contractor is unable to complete its services in whole or in part within the agreed timeframe, the Contractor shall be released from the affected performance obligations for the period until the duty to cooperate is fulfilled, provided that the act of cooperation is material to the Contractor. Furthermore, the Contractor is entitled to charge the Client for additional costs incurred as a result of the Client's breach of its obligations to cooperate.

4. Materials, Intellectual Property, Rights to Information

4.1 All of the Contractor's materials, such as, in particular, training materials, analyses, statements, and digital content (hereinafter "Materials"), are provided exclusively in electronic form, unless the parties have agreed otherwise.

4.2 All materials provided by the Contractor are protected by copyright. All intellectual property rights to the materials remain with the Contractor or the respective rights holder.

4.3 Unless otherwise agreed, the Client may use the Materials during the term of the contract and after its termination exclusively for the purposes covered by the contract and the specifically agreed scope of services. In particular, the Materials are made available to the Client's authorized employees for the purpose of continuing education and professional development.

4.4 Furthermore, without the Contractor's written consent, the materials may not be reproduced, processed using electronic systems, duplicated, edited, or distributed, nor may they be translated or made publicly available to third parties in altered or unaltered form, either in whole or in part, in any form - including for the purposes of internal training.

4.5 If materials belonging to the Client that are subject to copyright or other intellectual property rights are required for the provision of services, the Client grants the Contractor and the companies affiliated with the Contractor within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) a non-exclusive right to use the materials, provided this is necessary for the performance of the contract. This also includes use by the Contractor's subcontractors in connection with the performance of the contract.

4.6 To the extent that the Contractor provides software to the Client, the Contractor reserves the right, for justified reasons that must be demonstrated, to commission a third party bound by confidentiality to verify the number of licenses used during the Client's normal business hours, if necessary at the Client's business premises. To this end, the Client shall grant the third party access to the respective software following prior consultation. Each party shall bear the costs incurred by it as a result of such a verification. However, if it is determined that there has been a breach of contract, the Client shall bear all costs alone.

4.7 If the Client uses the provided software to an extent that exceeds the acquired usage rights qualitatively (with regard to the type of permitted use) or quantitatively (with regard to the number of acquired licenses), the Client shall immediately acquire the usage rights necessary for the permitted use as of the date of the excess. The Contractor reserves the right to assert further claims.

5. Virtual Services

5.1 For in-house services (services provided exclusively for the Client on its company premises, in external event venues, or virtually via video conferencing platforms) that are delivered online via a video conferencing platform provided by the Contractor, the Client is obligated to ensure that the technical requirements specified by the Contractor in each individual case are met (e.g., stable internet connection, up-to-date browser version, speakers or headset, and, if necessary, installation of video conferencing software). The Client is obligated to test the functionality of the technical requirements in advance. Technical problems occurring during the duration of the service must be reported to the Contractor immediately.

5.2 Any failure resulting from a lack of compliance with the technical requirements specified by the Contractor, including during the virtual event, does not release the Client from its contractual obligation to pay.

5.3 If internal company services are to be provided via a video conferencing platform or another online collaboration platform provided by the Client, the Contractor assumes no liability for the functionality or availability of the technical platforms provided. In this case, the Client must provide the Contractor with the access credentials in a timely manner prior to the commencement of service provision and, if necessary, communicate any additional requirements for access.

6. Provision and Use of a SaaS LMS

6.1 For services that require the provision and use of a SaaS LMS, the following provisions apply:

6.2 A non-exclusive, non-transferable, and non-sublicensable right of use, limited to the term of the contract, is granted for the contractually agreed-upon software and the associated user documentation. This right of use also applies to all companies affiliated with the Client within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) within the scope of the agreed-upon number of users. The provision of the software is limited to the use of the software as a service accessible via the Internet. This right of use also includes the use of software components customized to the customer's requirements. This also applies to updates and upgrades during the term of the contract.

6.3 Unless otherwise agreed between the parties, the right of use shall apply for a maximum of one year from the date the software is activated.

6.4 The Contractor also reserves the right to update, further develop, and adapt its course portfolio to current topics of interest for legal, technical, and editorial reasons. To this end, the Contractor is entitled to add, modify, or remove individual content from the course portfolio. In the event of a course being removed, the course content may continue to be made available for up to 12 months for courses in which participants have already registered. The Contractor will inform the Client at irregular intervals about the composition of the course portfolio. This information will be sent to the email address provided by the Client.

6.5 Unless otherwise agreed, the Contractor is not obligated to provide any configuration services.

6.6 The Client is obligated to provide the following cooperation services in full and in a timely manner:

1. in the event of an error message, the immediate provision of documents, logs, sample outputs, and other information relevant to troubleshooting;
2. not to transmit any data containing computer viruses or other malicious code;
3. not to use software, other techniques, or procedures that are likely to impair the operation, security, and availability of the service;
4. to ensure compliance with requirements such as up-to-date hardware, operating system, browser, and other technical requirements necessary for the proper use of and access to the software.

7. Third-Party Intellectual Property Rights

7.1 If the contractual use of the services infringes the rights of third parties, in particular third-party intellectual property rights, and if third parties assert claims against the client due to such infringements, the contractor is entitled, at its discretion and at its own expense, either:

1. obtain the right to use the services in their unaltered form, or
2. modify the service so that it no longer infringes upon the rights of third parties, while still providing at least the contractually agreed-upon features.

7.2 Furthermore, the Contractor shall indemnify the Client against any claims asserted by third parties within the scope of the limitations of liability under Section 8, provided that:

1. the Client immediately informs the Contractor in writing of the asserted claim,
2. the Client cooperates with the Contractor in a reasonable manner and, upon request, provides the Contractor and its representatives with all relevant information to the extent that this is necessary or appropriate in connection with the defense,
3. the Client enables the Contractor, at the Client's expense, to make all decisions regarding the defense against the claims.

7.3 If the third party's claim is based on:

1. changes to the service to which the Contractor has not consented under this Agreement or otherwise, or
2. the use of the service in a manner other than that agreed upon in accordance with the intended purpose of this contract, or
3. the use of the service in a hardware and software environment not approved by us, the Contractor shall have no obligation under Sections 7.1 and 7.2.

8. Liability

8.1 The Contractor shall be liable for all damages arising in connection with this Agreement, regardless of the factual or legal basis, only in accordance with the following provisions:

1. In cases of intent and gross negligence, claims under the German Product Liability Act, injury to life, limb, or health, and to the extent of a warranty assumed by the Contractor, the Contractor shall be liable without limitation in accordance with statutory provisions.
2. In the event of a breach of a material contractual obligation due to slight negligence (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and is entitled to rely, so-called cardinal obligations), the Contractor's liability is limited to compensation for foreseeable, typically occurring damage.
3. In the event of slight negligence, the Contractor shall be liable for the loss of data under the conditions and to the extent specified in Section 8.1.b only to the extent that the Client has backed up its data at daily intervals in a suitable form so that it can be restored with reasonable effort.

8.2 The Contractor shall not be liable beyond this. In particular, the Contractor shall not be liable for defects existing at the time of conclusion of the contract (Section 536a of the German Civil Code (BGB)), lost profits, or other consequential damages resulting from defects, unless the conditions of Sections 8.1.a and 8.1.b are met.

8.3 The foregoing limitations of liability also apply to the personal liability of the Contractor's employees, agents, and officers.

9. Force Majeure

9.1 If a party is wholly or partially prevented from fulfilling its performance obligations under this contract due to force majeure, or if it can no longer ensure the fulfillment of these obligations, that party shall be released from this obligation for the duration and to the extent that the force majeure prevents the provision of services.

9.2 In any case, force majeure shall be deemed to exist in the event of hostilities (regardless of whether war has been declared), civil unrest, explosions, fire, flood, earthquakes, epidemics, pandemics, and labor disputes that cause business operations to come to a complete or substantial standstill, as well as acts, omissions, or measures by a government, compliance with government orders, and disruptions to facilities or parts thereof used to fulfill the obligations of this contract.

9.3 In the event of force majeure, the parties shall notify each other immediately and provide detailed information, in particular regarding the scope and, to the extent reasonably possible, the expected duration of the force majeure.

10. Export Restrictions, Sanctions Laws

10.1 The Contractor's services are subject to the condition that their performance does not violate export restrictions or applicable sanctions laws. In such a case, the Contractor is not obligated to perform. The Contractor shall inform the Client in writing of the impediment to performance.

10.2 In particular, the Client may not access or use Virtual Services pursuant to Section 5 of the General Terms and Conditions, nor may the Client grant access to another user, if this would violate the provisions set forth in Section 10.1. Violations of such export restrictions or sanctions laws by the Client entitle the Contractor to withdraw from the contract; in the case of continuing obligations, this entitles the Contractor to terminate the contract extraordinarily without notice.

11. Data Protection

11.1 The parties undertake, in the provision of the contractual service as data controllers or data processors, to comply with the relevant data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG-neu). Liability in connection with the processing of personal data is governed by Art. 82 of the GDPR.

11.2 If the Contractor processes personal data as a data controller, the details are set forth in the privacy policies for the respective service.

11.3 If the processing of personal data is carried out as commissioned processing, the parties shall conclude a data processing agreement in accordance with the statutory provisions of Article 28 of the GDPR.

11.4 The parties shall ensure that all employees involved in the processing of personal data are bound in writing to data secrecy/confidentiality.

11.5 If the Client requests a recording of an event, this must be coordinated with the Contractor. The Client undertakes to obtain consent for the corresponding data processing from the persons present. The Contractor shall not be liable for any lack of consent.

12. Confidentiality

12.1 The parties are obligated to treat this agreement and the information made available to them by the other party under this agreement, as well as any knowledge they acquire in the course of this collaboration regarding matters of a technical, commercial, or organizational matters, to treat such information as confidential and not to exploit, use, or disclose it to third parties during the term of this agreement or after its termination without the prior written consent of the affected party.

12.2 Disclosure to third parties subject to a legal obligation of confidentiality does not require consent. Disclosure to affiliated companies pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG) and to subcontractors who require the information for their activities in performing the contractual services also does not require consent. The parties shall, however, ensure that all employees are bound by appropriate confidentiality obligations. Use of this information is limited solely to the performance of this contract. Each party shall notify the other party immediately upon becoming aware of any unauthorized disclosure or potential loss of confidential information.

12.3 The obligation under Section 12.1 does not apply to information that the other party can demonstrate:

1. the other party has lawfully received from third parties,
2. was already in the public domain at the time this Agreement was entered into or subsequently became public knowledge without any breach of this confidentiality obligation,
3. was already in the possession of the party receiving such information, or
4. had already been developed by the party receiving such information independently of the disclosure.

12.4 The mutual disclosure of information, regardless of whether intellectual property rights exist in respect thereof, does not grant any ownership, license, usage, or other rights.

12.5 The prohibition on disclosure shall not apply to the extent that the parties are required by law or by court or regulatory orders to disclose the information. In such a case, however, the party required to disclose the information shall be obligated to notify the other party in advance of the disclosure so that the other party has the opportunity to defend against such disclosure and to prevent or limit it. The party obligated to disclose shall use its best efforts vis-à-vis the governmental authorities ordering the disclosure to ensure that all confidential information to be disclosed is treated confidentially.

12.6 To the extent that access data is required for the use of the services, the Client is obligated to keep this information confidential. The Client shall immediately notify the Contractor if there are indications of misuse of the access data. The Client is generally liable for all activities carried out using its access data, unless it can prove that there has been no breach of its duty of care.

12.7 The confidentiality obligations of this contract shall survive the termination of this contract.

13. Term, Termination, Consequences of Termination

13.1 The term of the contract shall be agreed upon individually between the parties.

13.2 In all other respects, the right of both parties to terminate for cause remains unaffected. The Contractor is particularly entitled to terminate this contract extraordinarily without notice if:

1. the Client is more than two months in arrears with payment of an amount corresponding to at least the agreed fee for the use of the services for a period of two months;
2. a user account has been transferred or the access data for the service has been made available to third parties without our prior consent;
3. obligations under this contract have otherwise been breached and, despite the setting of a deadline with a warning of termination, the breach has not been remedied or measures have not been demonstrated that are suitable to prevent a recurrence of the breach in the future.

13.3 In the event of termination of the contract, regardless of the legal grounds, the parties are obligated to properly settle the contractual relationship. For this purpose, the client may commission additional support services for data migration. The terms and conditions of such additional support services shall be agreed upon between the parties and remunerated separately.

14. Cancellation, Changes to Services

14.1 Services may be canceled or rescheduled by the Client up to two weeks prior to commencement for a processing fee of €50.00 plus VAT (processing fee may apply). If services:

1. If canceled less than two weeks before the start date or rescheduled in consultation with the contractor, the contractor will charge 40% plus VAT,
2. If canceled later than one week before the start date or postponed in consultation with the contractor, the contractor will charge 60% plus VAT,
3. If canceled later than 3 days before the start date or rescheduled in consultation with the contractor, the contractor will charge 85% plus VAT of the agreed fee.

14.2 Transfer coaching can be canceled free of charge as long as no appointments have been scheduled with the trainer. If canceled after an appointment has been scheduled, we will charge the full participation fee plus VAT.

15. Changes to these Terms and Conditions

15.1 The Contractor is entitled to amend these Terms and Conditions even during the existing contractual relationship in accordance with the following procedure, provided that the amendment is reasonable for the Client, taking into account the Contractor's interests - i.e., without causing significant legal or economic disadvantages - and there is a valid reason for the amendment. Such a reason exists in particular if new technical developments or changes in legislative and judicial requirements necessitate an amendment to the Terms and Conditions.

15.2 The Contractor shall notify the Client of any amendments to the General Terms and Conditions at least 30 days prior to the planned effective date of the amendments. The Client may object to the amendments in writing within 30 days of receiving such notification. If no objection is raised and the Client continues to use the services after the objection period has expired, the amendments shall be deemed to have been effectively agreed upon for all services to be provided after the expiration of the period. In the notification, the Contractor shall draw attention to the aforementioned period as well as the legal consequences of its expiration in the event that the opportunity to object is not exercised.

16. Form, Severability Clause, Choice of Law, Jurisdiction

16.1 This contract or any of its provisions may only be amended or rescinded by written agreement. This also applies to the foregoing written form clause. The parties agree that the contract may also be signed digitally and that a general (simple) electronic signature (via DocuSign) is sufficient to satisfy the written form requirement.

16.2 Should any individual or multiple provisions of this contract be ineffective, invalid, or contain a loophole, the validity of the remaining provisions shall remain unaffected. The invalid or ineffective provisions shall be interpreted or replaced in such a way that they most closely correspond to the intended purpose of this contract. The same shall apply in the event of a loophole.

16.3 This contract is governed by the laws of the Federal Republic of Germany. The application of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.

16.4 If the Client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, Mainz is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. However, the Contractor is also entitled in all cases to bring an action at the place of performance of the obligation to perform pursuant to these General Terms and Conditions or a prior individual agreement, or at the Client's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.