1. scope of application
All deliveries (sales contracts) and services (work, services and training services) of applebone shall be performed exclusively in accordance with the following General Terms and Conditions, unless an individual agreement has been made in writing. The terms and conditions shall also apply to all future business relationships with the customer, even if they have not been expressly agreed upon again in each case. General or special terms and conditions of applebone customers to the contrary shall only be effective if they have been confirmed in writing by applebone. The same applies to changes and amendments to these general or special terms and conditions of the customer.
2. conclusion of the contract
The offers of applebone are subject to change and non-binding, unless otherwise agreed in writing. A contract shall only come into effect upon written confirmation of the order by applebone, at the latest, however, upon delivery to the customer (purchase agreement) or commencement of the contractually agreed services (work, services and training services). Oral promises, subsidiary agreements as well as statements to the contrary in brochures, price lists, advertisements, etc., regardless of whether these were made orally or via the Internet (e-mail), always require written confirmation by applebone to be binding.
3. withdrawal from the contract
applebone is entitled to withdraw from the agreement in the event of impossibility for which applebone is not responsible, force majeure, strike, natural disasters, etc., conduct of the ordering party that is in breach of the agreement, in the event of false statements by the ordering party regarding creditworthiness or objectively lacking creditworthiness, in the event of unforeseeable or necessary and unreasonable expenses, as well as in the event of obstacles that cannot be overcome. If applebone withdraws from the agreement for reasons for which the customer is responsible, or if the customer revokes the placed order, applebone may demand reimbursement of expenses; in the event of premature termination of a contract for work and services, § 649 BGB shall apply in particular.
4. prices and terms of payment, default of payment, offsetting
Unless otherwise agreed in writing, payments are due immediately without any deduction after receipt of the invoice. The prices are exclusive of the statutory value added tax applicable at the time. The prices resulting from applebone’s order confirmation are ex applebone headquarters in Unterföhring near Munich. If no price is specified in the offer or order confirmation, the applebone list prices valid at the time of conclusion of the contract shall apply. Other statutory levies in the country of delivery, as well as packaging, transport costs, transport insurance and handling flat rate shall be charged to the customer in accordance with the respective applebone order confirmation. If payment deadlines are exceeded, applebone shall be entitled, without further reminder, to claim default interest in the amount of 8% per year above the respective base interest rate of the ECB in accordance with § 1 Discount Rate Transition Act. applebone reserves the right to provide evidence of higher default damages. The customer may only offset claims that are undisputed or legally established against applebone’s claims. The customer may only exercise a right of retention against counterclaims that are based on the same contractual relationship. In ongoing business relations, each individual order or each individual service agreement shall be deemed a separate contractual relationship.
5. limitation of liability
applebone shall be liable without limitation for damages caused intentionally or by gross negligence, as well as in cases in which liability is mandatory under the Product Liability Act for personal injury or property damage to privately used objects: applebone shall also be liable without limitation for damages from injury to life, body or health. With regard to damages caused by applebone through slight negligence, the following shall apply: In the event of a violation of essential contractual obligations that endangers the purpose of the agreement, applebone’s liability shall be limited to such damages whose occurrence applebone could reasonably foresee at the time of conclusion of the agreement. Liability for financial losses, e.g. loss of production and loss of profit, is limited by the general principles of good faith, for example in cases of disproportionality between the amount of remuneration and the amount of damage. If applebone’s liability is excluded or limited, this shall also apply to the personal liability of employees, workers, staff members, representatives and vicarious agents. Liability for the replacement of data is excluded unless applebone has caused their destruction intentionally or through gross negligence and the customer has ensured that these data can be reconstructed with reasonable effort from data material that is provided in machine-readable form. In any case, the obligation to pay compensation for material damage for which applebone is responsible is limited to the sum insured by applebone’s business and product liability insurance. applebone shall inform the customer of the corresponding sum insured on request in individual cases.
In the event of cancellation of a seminar due to illness of the lecturer, insofar as applebone has not negligently or intentionally omitted to provide a replacement lecturer, as well as cancellations for which applebone is not responsible or force majeure, there is no claim to the implementation of the seminar. applebone cannot be obligated in these cases to reimburse travel and accommodation costs as well as loss of working hours.
In the case of events in rooms and on the property of third parties, applebone shall not be liable to the participants in the event of accidents and loss of or damage to their property. The same shall apply accordingly in the event of events being held on the premises of applebone, unless the damage was caused by applebone or its employees intentionally or through gross negligence. For competing tortious claims, the provisions of this item 10 shall apply accordingly.
applebone is also entitled to have contractual obligations partially performed by third parties as vicarious agents.
7. consulting services
applebone shall provide consulting services by qualified employees within the framework of the periods agreed in writing. Insofar as the consulting services are rendered at the customer’s premises, applebone alone shall be authorized to issue instructions to its employees. applebone reserves the right to select the employees who provide the consulting services. Likewise, applebone reserves the right to replace an employee with another employee with the necessary qualifications at any time.
7.1 Obligations to cooperate
The customer shall support applebone in the consulting services to be provided as agreed. In doing so, the customer shall create free of charge all prerequisites in the area of his operating sphere that are necessary for the proper provision of the consulting services. In particular, the customer:
– insofar as necessary, provide work rooms for applebone employees, including the work equipment required for the fulfilment of the agreement, as required and to a sufficient extent,
– appoint a contact person who shall be available to applebone employees for information and questions etc. during the agreed working hours; this contact person shall also be authorized to make declarations with effect for the customer that are necessary as an interim decision within the framework of the continuation of the order,
– provide applebone with all information and documents necessary for the fulfillment of the contract. If the customer omits or delays a cooperation that is incumbent upon him/her hereafter or on the basis of a separate agreement, applebone may nevertheless demand the agreed remuneration for the consulting services that are not provided as a result, without being obligated to subsequent performance. If applebone decides to provide the consulting services nevertheless, this shall only take place after appropriate adjustment of the schedule.
If the customer is in default with the acceptance of the consulting services or if the customer fails to comply with an obligation to cooperate that is incumbent upon him, applebone is entitled to terminate the agreement without notice. On the other hand, this shall not affect his obligation to pay the agreed remuneration. Furthermore, the claims for reimbursement of any additional expenses shall remain unaffected. If the consulting services cannot be provided for reasons for which applebone is not responsible, the agreed consulting period shall nevertheless be charged. Something else shall apply if the customer can prove that the respective adviser of applebone has been employed elsewhere. This shall only not apply if the customer cancels an agreed consulting service in writing in due time, i.e. no later than 2 weeks before the agreed date.
If applebone is in default with the completion of the agreed consulting services, the customer shall be entitled to cancel the respective order after the fruitless expiry of a reasonable grace period set by applebone. applebone shall not assume any further liability in the event of default, unless liability is mandatory in cases of intent or gross negligence.
7.3 Acceptance of work services
The customer must accept work services of applebone in writing within 10 working days after notification of readiness for acceptance by applebone. If the customer omits the written declaration of acceptance vis-à-vis applebone, the work performance shall be deemed accepted as contractually agreed. Likewise, a work performance shall be deemed to be accepted in accordance with the agreement if it is used productively by customers. Acceptance of the services defined in the service description by the customer (AG) shall take place immediately after a corresponding notification by applebone, as a rule on the first working day after completion of commissioning. If applebone’s service corresponds to the agreements in accordance with the service description, the customer shall declare acceptance in writing immediately after successful acceptance testing. If the customer refuses the written declaration of acceptance to applebone, the work shall also be deemed to be accepted as contractually compliant with the commissioning by the customer, including partial services.
An employee of applebone shall be available for support during the acceptance test to an appropriate extent. Details of the acceptance inspection shall be jointly determined in writing within a reasonable period of time prior to acceptance. If partial acceptances are agreed upon, these are to be carried out between the customer and applebone after completion of corresponding project phases. If the acceptance inspection is carried out jointly, the customer shall keep a record. The customer shall declare acceptance in writing immediately after successful completion of the acceptance test. If acceptance cannot take place twice due to an error in a program or in other services of applebone, the customer may demand compensation for the period of the delay of 0.5% per completed week, but in total no more than 5% of the remuneration of the part of the service that is in default. At the same time, the AG may withdraw from the contract after expiry of a reasonable grace period set by applebone with threat of rejection. Further claims are excluded. Acceptance by the AG shall mean the provision of the services owed by applebone as essentially in compliance with the contract. The AG shall not refuse acceptance due to insignificant defects. Defects that do not prevent acceptance are to be recorded during the acceptance process on the acceptance protocol to be signed by both parties and shall be eliminated immediately by applebone within the scope of the warranty obligation.
7.4 Rights to work results
Unless otherwise agreed in individual cases, applebone shall grant the customer a non-exclusive, non-transferable and unlimited right of use for internal use of work results that are created within the scope of the consultation.
8. training services
The following training conditions apply to all training services and other events with training content. The services of applebone shall be provided within the framework of standardized training courses in training centers (open training courses), online as e-learning, as customer-specific training (in-house training) in hotels, training centers or at the customer’s premises. These services are performed exclusively on the basis of the General Terms and Conditions. By registering for a training course, these terms and conditions are accepted.
8.1 Scope of application
All offers published on the company’s website are directed exclusively at commercial customers.
8.2 Conclusion of the training contract
The application must be submitted to the Education Center in writing or online via the applebone homepage. The registration becomes binding for applebone when a written confirmation of registration is issued.
8.3 Training Prices
The training course price for open training courses is per person plus the valid value added tax. Temporary participation shall not entitle the participant to a reduction of the seminar price. applebone reserves the right to change the contents of training courses, training documents, the duration of training courses, the venue and the prices. In-house training courses shall be agreed with the customer in an individual contract and shall generally be subject to the provisions of these General Terms and Conditions of Business, unless otherwise agreed in an individual contract. In addition to the prices agreed upon in each individual contract, the travel times, travel and hotel costs of the trainers will be charged in addition to the valid value added tax. Participation only temporarily or incomplete occupancy of a part of the seminar does not entitle the participant to a reduction of the agreed price.
8.4 Payment and participation conditions
The training fees will be invoiced when the order is placed and are due immediately. Punctual payment of the invoice before the start of the training course is a condition for participation in the training course. If payment is not made in due time, the registered participant may be excluded from participation in the training. The customer is not entitled to any claims due to this exclusion.
8.5 E-Learning Training
The object of the service is the purchase of electronic training documents.
8.5.1 Access to e-learning material
After booking the course, the customer receives the access data for the e-learning portal with the order confirmation. The access to the E-Learning course is valid for six months. The data provided for access to the E-Learning courses (user name and password) are confidential and may not be passed on to any other persons than the activated participant.
8.5.2 Rights and licence for use
All rights to the e-learning courses (rights of exploitation and property rights) shall remain with applebone. applebone shall grant the user a non-exclusive, non-transferable and time-limited right of use for the duration of use.
8.6 Cancellation of an e-learning course
Cancellation of an e-learning course is excluded after receipt of the usage data.
8.7 Cancellation, rebooking or non-participation in open training courses
The written cancellation of participation in a training course up to 14 days before the training course begins is free of charge. In case of a later cancellation or rebooking of the training course, 50% of the training course price is due. No costs are incurred if a replacement participant is registered. In case of non-participation without cancellation the full training course price is due. If the prerequisite for the free provision of products/services such as literature is no longer applicable due to the cancellation, the customer will be invoiced for these subsequently.
8.8 Cancellation or rebooking by the customer for in-house training
Cancellation or rebooking of an in-house training up to 4 weeks before the training course begins is free of charge. In case of a later cancellation or rebooking of the training course, 50% of the training course price is due.
8.9 Cancellation of a training course by applebone
applebone reserves the right to cancel the performance of a training course for good cause, in particular in the event of illness of the trainer or the occurrence of events that make the performance of the service technically or economically unreasonable for applebone. In the event of cancellation of appointments by applebone, the customer shall receive a credit in the amount of the training fees already paid. No further claims, in particular the reimbursement of costs from loss of working hours or travel expenses, shall exist against applebone.
All training documents and presentations are protected by copyright and are intended exclusively for the personal use of the training participants. All rights, including those of reproduction of the seminar documents or parts thereof, are reserved by applebone. No part of the seminar documents may be reproduced in any form without the prior written consent of applebone or, in particular, processed, stored, duplicated, decompiled, reverse engineered, distributed or used for public reproduction using electronic systems. Software made available during the seminar may not be removed, nor may it be copied in part or in whole.
8.11 Registered trademarks
applebone assumes no guarantee that the products, methods and other names listed in the training program are free of third-party rights.
Insofar as a program, device, system or service developed or delivered by applebone is afflicted with errors and the customer notifies applebone of this in writing, applebone shall immediately remedy errors free of charge (rectification). If elimination of the error is not possible or only possible with disproportionate expense, applebone shall offer an equivalent alternative, insofar as economically justifiable. If applebone is neither able to eliminate significant errors nor offer an equivalent alternative within two reasonable grace periods set by the customer in writing, the customer may demand a reasonable reduction of the remuneration (abatement) or declare the cancellation of the contract (rescission).
The warranty period begins from acceptance and ends one year thereafter. Warranty rights of the customer shall lapse insofar as defects are based on services or components of third parties or of the customer himself that were not performed or delivered by applebone. This includes in particular the case that the customer or a third party authorised by him/her makes or provides a change, supplement or other type of service to the contractual service of applebone.
10. secrecy and data protection
The parties to the contract shall treat as strictly confidential any business and trade secrets of the other party to the contract which become known to them in the course of the business relationship or which are marked as such or which are obviously recognizable, even after termination of the business relationship. Each of the two parties is obliged not to pass on to third parties or otherwise make available to third parties any information and documents of the other party which become accessible to it in connection with the performance of the contract. In addition, the parties to the contract must also adequately secure the services they have provided under the contract against non-contractual use. This also applies to work results. Each party shall take the necessary precautions in its sphere of operation to ensure compliance with these obligations.
Any processing of personal data in accordance with the Federal Data Protection Act (BDSG) shall only be carried out by the parties in compliance with the relevant regulations.
The customer hereby gives his express consent to the processing of data that has become known to applebone within the framework of the contractual relationships and is necessary for order processing. The customer agrees that applebone may use the data contained from the business relationship with him/her for business purposes in accordance with the Data Protection Act. The fact that applebone is active for the customer shall be excluded from the obligation of secrecy. In this respect, applebone may refer to the business relationship or name the customer as a reference customer.
11. industrial property rights and copyrights of third parties
applebone assumes no liability for contractual objects that violate industrial property rights or copyrights of third parties, insofar as these are not provided or delivered by applebone itself. The customer must inform applebone immediately of claims that have been made against him/her for the above-mentioned reasons.
The customer is only entitled to assign his claims from an agreement with applebone if applebone has previously agreed to the assignment in writing. Subsidiary agreements must be made in writing. The place of performance shall be the respective event location. These General Terms and Conditions shall replace all previous ones. These terms and conditions of business shall remain valid in their remaining parts even in the event of any ineffectiveness of individual provisions.
13 Jurisdiction and applicable law
Insofar as the customer of applebone is a registered trader, a legal entity under public law or a special fund under public law, the following provision shall apply with regard to the place of jurisdiction for all disputes arising from the corresponding contract: The place of jurisdiction is the registered office of applebone. Applicable law is the law of the Federal Republic of Germany, excluding the UN Sales Convention.