General Terms and Conditions (GTC)

PART I: General Provisions

1. Scope of Application

(1.1) Parts I to V of these General Terms and Conditions govern the contractual relationship between Scrum Academy GmbH and its customers. Depending on the subject matter of the service, they are specified in more detail by Parts II to V. Agile Academy Campus is governed exclusively by Part VI; the contractual partner there is Agile Academy AG.

(1.2) The customers’ general terms and conditions of business do not apply, even if Scrum Academy GmbH does not explicitly object to them.

(1.3) Scrum Academy GmbH provides services exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB). If a consumer wishes to make use of the services of Scrum Academy GmbH they must contact Scrum Academy GmbH and expressly disclose that fact. Scrum Academy GmbH will then assess whether an offer suitable for consumers can be made.

2. Contractual Partner

(2.1) The contractual partner of the customer is

Scrum Academy GmbH
Oststraße 11-13
50996 Köln
Deutschland

General Managers: Dr. Severine Saleh, Sohrab Salimi
Registration court: Amtsgericht Köln
Registration number: HRB 77902
VAT ID: DE276206356

(2.2) For Agile Academy Campus, the contractual partner is Agile Academy AG, Zug (see Part VI Section 2).

3. Place of Performance

(3.1) Unless otherwise agreed in individual cases, the place of performance for all obligations of Scrum Academy GmbH arising from this contract is Cologne.

4. Use of Data for Information on Similar Products

(4.1) With reference to Section 7 Paragraph 3 of the German Act against Unfair Competition (“Gesetz gegen den unlauteren Wettbewerb”), Scrum Academy GmbH reserves the right to advertise similar goods or services of Scrum Academy GmbH by email. The customer may object to this use at any time without incurring any costs other than the transmission costs according to the basic tariffs. To unsubscribe it is sufficient to send an informal email to team@scrum-academy.com.

5. Data Protection and Data Security

(5.1) With regard to the further regulations concerning data protection and data security, reference is made to the separate data protection declaration.

5.2 Use of AI Systems

(5.2.1) Scrum Academy GmbH uses AI-assisted systems to support internal processes. In the context of processing inquiries and preparing quotes and invoices, an AI language model (Claude, provided by Anthropic PBC, USA) is used, which processes incoming inquiry data and creates structured drafts. All drafts created by the AI system are reviewed and approved by a Scrum Academy GmbH employee before being sent to the customer. No fully automated decision-making without human control takes place.

(5.2.2) Customers and interested parties who wish to object to the processing of their inquiry data by the AI system may do so at any time by sending an informal email to team@scrum-academy.com. In this case, the inquiry will be processed exclusively by employees without AI support.

(5.2.3) Further information on data protection in connection with the use of this AI system can be found in our privacy policy at www.agile-academy.com/en/privacy-policy.

6. Applicable Law and Place of Jurisdiction

(6.1) Any disputes arising directly or indirectly from the contractual relationship with the customer shall be referred to the courts of competent jurisdiction at the place of our registered office in Cologne, Germany. The foregoing sentence shall not apply to contractual partners with a different applicable place of jurisdiction in Germany if they are not merchants, legal persons under public law, or special assets (Sondervermögen) under public law.

(6.2) The contractual relationship with the customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and excluding the provisions of international private law.

7. Liability and Limitation

(7.1) Damage caused by slight negligence on the part of Scrum Academy GmbH will only be compensated insofar as it was caused by the breach of a material contractual obligation (cardinal obligation). Material contractual obligations are those which are necessary for the proper execution of the contract and on which the contractual Partner may regularly rely. Otherwise, liability for slight negligence is excluded. In cases of a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical for the contract. Unless otherwise agreed, this limit shall be EUR 20,000 for each contractual relationship. If the customer foresees the possibility of a higher damage it is the customer's responsibility to inform Scrum Academy GmbH thereof prior to the conclusion of the contract.

(7.2) All claims against Scrum Academy GmbH become time-barred after 12 months of arising and becoming due.

(7.3) The aforementioned limitations of liability and shortening of the limitation period do not apply in the case of intent or gross negligence or in the case of culpable injury to life, body, or health, or in the case of liability under the German Product Liability Act (“Produkthaftungsgesetz”).

8. Retention of Title, Copyright

(8.1) Scrum Academy GmbH reserves the unrestricted right of ownership for all materials delivered in physical form until complete fulfilment of all payment obligations by the customer.

(8.2) If Scrum Academy GmbH creates or provides copyrighted works (e.g. training documents, presentations, software code), the Customer - subject to the condition precedent of the complete fulfilment of all payment obligations by the customer - is always only granted a simple right of use for the customer's own purposes without the rights to duplication, distribution, processing or making available, insofar as nothing else is stipulated in the contract or something else clearly results from the purpose of the contract.

(8.3) The training documents handed out or sent in connection with the training - in whatever form - are subject to copyright protection and may only be reproduced, translated, reprinted, electronically processed, disseminated or published - even in excerpts - after obtaining the express written consent of Scrum Academy GmbH and the respective instructors.

PART II: Public Live Trainings of Scrum Academy GmbH

In addition to the General Terms and Conditions, the following terms and conditions govern the contractual relationship for participation in open formats of Scrum Academy GmbH.

1. Registration

(1.1) Registration must be made using the online registration forms or by e-mail. If the online registration forms are not used, it is absolutely necessary to state the name of the participant and the complete company address or invoice address with telephone number and e-mail address.

(1.2) The registration in each case represents an offer by the customer to conclude a contract for the respective training. The acceptance of the offer of a contract is only made by express confirmation by Scrum Academy GmbH. The registration therefore only becomes legally binding through our confirmation by e-mail. If the event is already fully booked, we will contact you without undue delay. Without this confirmation of registration, there is no entitlement to participation.

2. Participation Fee

(2.1) The participation fee is calculated per person and event date plus applicable statutory VAT. Unless otherwise stated, the participation fee includes attendance at the seminar and the announced training materials.

3. Terms of Payment

(3.1) The participation fee plus applicable VAT is due within 14 days upon receipt of the invoice. Payments are accepted by bank transfer or credit card. Participation in the event for only part of the event does not entitle the participant to a reduction of the applicable fee.

4. Cancellation and Cancellation of Events

4.1 Substitution

(4.1.1) You may assign your registration to a substitute participant at any time at no additional cost by sending a prior notification by email.

4.2 Cancellation and Rescheduling

(4.2.1) In case of cancellation of the registration, the following conditions apply:

• a) Up to 4 weeks before the start of the training, cancellation is free of charge and no cancellation fees apply.
• b) In the event of cancellation less than 4 but more than 2 weeks before the first day of training, 50% of the non-discounted participation fees will be charged as cancellation fees.
• c) In case of cancellation within 2 weeks before the training, 100% of the non-discounted participation fees will be charged as cancellation fees.
• d) For rescheduling an on-site event within two weeks before the training starts, a fee of €250 will be charged for room rental and catering.

(4.2.2) We may – at our sole discretion – decide to waive the cancellation fee in part or completely as a gesture of goodwill. This in no way constitutes a right for the participants to demand such a reduction or waiver.

4.3 Cancellation of Events

(4.3.1) We reserve the right to cancel events up to two weeks before the scheduled event date without cause. We also reserve the right to cancel the event no later than seven days before the scheduled event date in case the minimum number of participants is not reached or in case of important reasons for which we are not responsible (e.g. sudden illness of the speaker). In such cases, any participation fees paid upfront will be refunded.

(4.3.2) Further liability and compensation claims are excluded in any case of such a cancellation unless there is intent or gross negligence on our part. Please take this into account when booking accommodation and travel. It is the customer's responsibility to book their travel in such a way that it can be cancelled or changed at such short notice if necessary.

4.4 Cancellation of Events due to Force Majeure

(4.4.1) If holding an event becomes impossible or unreasonable due to circumstances of force majeure, Scrum Academy GmbH is released from the obligation to perform. Force majeure is defined as events that cannot be influenced by the market participants and that cannot be attributed to intent or negligence on the part of Scrum Academy GmbH. This includes amongst other things natural disasters, war, strike, riots, epidemics, pandemics, official orders or travel and transport restrictions.

(4.4.2) Scrum Academy GmbH will inform the customer immediately of the existence of a case of force majeure and take the necessary measures to minimise the impact. In cases of force majeure, payments already made for events that cannot be carried out will be refunded. Any further claims of the customer, in particular claims for damages, are excluded.

5. Reservation of Right to Make Changes

(5.1) We are entitled to make necessary changes to the content, methodology and organisation or to deviations (e.g. due to changes in the law) before or during the event as long as these do not significantly change the quality of the announced event.

(5.2) We are entitled to replace the scheduled speakers if necessary (e.g. illness, accident) with other persons equally qualified with regard to the announced topic.

6. Liability for Contents and Lost Objects

(6.1) The events are prepared by Scrum Academy GmbH and its speakers to the best of their knowledge. Liability and guarantees for the correctness, topicality, completeness and quality of the contents are excluded.

(6.2) Scrum Academy GmbH is not liable for loss of or damage to items brought to events unless the loss or damage to these items is caused by gross negligence or wilful misconduct on the part of Scrum Academy GmbH. There is generally no surveillance of the premises (e.g. cloakroom, practice rooms during breaks).

7. Included Campus Access

(7.1) If a training includes access to Agile Academy Campus, this access is provided by Scrum Academy GmbH. Its use is governed by Sections 4.5, 6, 10 and 11 of Part VI, which apply accordingly. The fee is covered by the participation fee.

PART III: Agile Community (Learning Management System, LMS)

In addition to the General Terms and Conditions, the following Terms and Conditions govern the contractual relationship with regard to the use of the Agile Community (LMS), available at lms.agile-academy.com, (hereinafter referred to as “Agile Community (LMS)” or “LMS”).

Part III applies to the use of the Agile Community (LMS) under Section 2.1 and to existing contracts under Sections 2.2 to 2.4. The models described in Sections 2.2 to 2.4 have no longer been offered for new contracts since July 2026. For contracts concluded before that date, these Sections continue to apply in their previous version until the end of the contract. Scrum Academy GmbH may terminate ongoing subscriptions with effect from the end of the respective term, subject to the agreed notice period.

Since July 2026, Agile Academy Campus has been offered by Agile Academy AG. It is governed exclusively by Part VI.

1. Registration and User Accounts

(1.1) The Agile Community (LMS) is used via the web interface provided by Scrum Academy. To use the Agile Community (LMS), an initial registration is required. Registration is free of charge for the customer. Access is granted on a per user basis.

(1.2) The customer can book one or more user accounts for their staff members (hereinafter “Agile Community User” or “User”). Each user receives a personalised user account from Scrum Academy that is linked to their person. User accounts are linked to a personal e-mail address. User accounts may only be used by the respective User. The login information must be treated as strictly confidential by each User and may not be passed on to third parties (including other staff members). The use of a User account by a person other than the authorized User is not permitted. If the use of a User account by multiple persons is discovered the customer will be charged an annual user fee for each actual user in accordance with the general price list. If the actual number of users cannot be reliably determined a fee for twice the number of booked users shall be applied as liquidated damages payable by the customer.

2. Courses and Contents

2.1 Free Content

(2.1.1) Scrum Academy provides free access to registered users for certain content at its own discretion. The content and scope of the content provided free of charge can be changed by Scrum Academy at any time at its own discretion. The customer is not entitled to a permanent availability of the contents provided free of charge.

2.2 Agile Academy Lifetime

(2.2.1) In the User account Users can book individual online courses for access via the platform for a one-off fee. The User will generally receive permanent access to such purchases. However, Scrum Academy may at any time after giving one month’s notice remove certain contents from the platform or discontinue the access to such content. In this case Scrum Academy will make the relevant content otherwise available for everyone or only for the User or provide the User with a possibility to store the contents independently.

2.3 Agile Academy Plus

(2.3.1) Agile Academy Plus provides Users with access to the Agile Academy online course portfolio. Access generally includes the entire portfolio of online courses. Customers can book one or more Agile Academy Plus memberships according to their own needs, which can then be assigned to individual Users.

(2.3.2) Memberships have a term of twelve months each. The contract term is automatically extended by additional twelve months if it is not terminated with one month's notice before the end of the respective contract term.

(2.3.3) Each membership can only be assigned to one User at a time. It then allows this User access to the content as described in Section 2.3.1 during the contract term. The assignment of a membership from one User to another User can only be changed after the expiry of a respective 12-month term.

(2.3.4) Scrum Academy reserves the right to revise and change the content of Agile Academy Plus from time to time. This includes in particular replacements with newer content on the same or comparable topics. In its editorial decision-making, Scrum Academy may also decide to delete individual courses entirely without replacement.

2.4 Agile Academy Campus (User Accounts on lms.agile-academy.com)

(2.4.1) Agile Academy Campus is an extension to Agile Academy Plus and offers memberships with volume discounts for companies and teams with a defined number of participants. In addition, depending on the agreement, further benefits such as onboarding, support and evaluations can be offered to Agile Academy Campus customers.

(2.4.2) In all other respects, the provisions regarding Agile Academy Plus apply accordingly.

3. Rights of Use and Confidentiality

(3.1) The customer is aware that the content which can be accessed via the Agile Community (LMS) (“Scrum Academy Content”) is protected by copyright. Users of the customer are to be made aware of the copyright protection as well as the obligations and restrictions of this contract and are to be obliged to comply with them.

(3.2) Users receive a simple, non-exclusive, non-transferable, time-limited right on each of the in accordance with number 2 provided contents to use Scrum Academy Content within the scope of the permitted use according to this Agreement. The right of use is limited to the use within the functionalities of the Agile Community (LMS) for the purpose intended by and in accordance with the contract. In particular, the use of crawlers or other technical means that do not constitute information retrieval by a human being are not permitted uses. A duplication of Scrum Academy Content outside the contractual use and/or outside the provided functional scope of the Agile Community (LMS) is not permitted.

4. Login Data

(4.1) After conclusion of the contract Scrum Academy transmits the necessary login information to the Customer.

(4.2) Scrum Academy is entitled to block access to the Agile Community (LMS) in the event of justified suspicion of misuse. Misuse exists in particular if

• a) login information is passed on without authorisation,
• b) the Agile Community (LMS) is manipulated in order to illegally access non-acquired functionalities and/or contents.

5. Updates and Changes to the Agile Community (LMS)

(5.1) We are constantly striving to improve the Agile Community (LMS) and adapt it to current developments. In the process, individual product features may be modified or replaced with new features, e.g. structurally or technically improved or visually changed. Revisions and new product versions can be deployed and activated directly in the Agile Community (LMS). However, the core functionalities shall always be maintained.

6. Payment

(6.1) The applicable fees are presented in the checkout page. Unless otherwise agreed, the following applies:

• a) The payments are always due in advance.
• b) In the case of recurring fees, these shall be paid annually in advance. If a payment method is deposited on conclusion of the agreement or added later, this payment method will also be charged for subsequent payments. The Customer must inform Scrum Academy of any changes with regard to their payment data without undue delay.

(6.2) All prices are plus applicable statutory VAT.

7. Duration and Termination

(7.1) Notwithstanding the provisions on memberships and the purchase of online courses, the contract for the provision of a user account shall have an indefinite term.

(7.2) The right to extraordinary termination for cause remains unaffected. Scrum Academy shall be entitled to termination for cause for breaches including, but not limited to:

• a) the scraping of the Agile Community (LMS) or essential components of the Agile Community (LMS);
• b) actions that could block, overload or impair the integrity and proper functioning of the Agile Community (LMS), such as denial-of-service attacks or the uploading of malicious code;
• c) Blocking, overwriting, modifying or copying any content of the Agile Community (LMS) except as necessary for the proper use of the services; copying by means of robot/crawler technologies is not necessary for the proper use of the Agile Community (LMS);
• d) deception about identity or intentions of use when registering;
• e) intentional or grossly negligent disclosure of login information to be kept secret or the unauthorised sharing of a customer-specific access or of Scrum Academy Content for unauthorised persons.

(7.3) The Customer may terminate for cause if the content offered by Scrum Academy is significantly changed or reduced.

(7.4) The termination notice must be sent in text form.

8. Liability and Availability of the Agile Community (LMS)

(8.1) Scrum Academy will make all efforts to keep the services available as constantly as possible. Scrum Academy generally offers continuous hosting 24 hours a day, seven days a week, whereby a minimum availability of 95% on an annual average is contractually agreed. When calculating this availability, downtimes due to force majeure shall be disregarded.

(8.2) In the event of a malfunction, it is the Customer's responsibility to inform Scrum Academy immediately of the nature and extent of the malfunction as well as the circumstances under which the malfunction occurs. It is the responsibility of the Customer to be available to Scrum Academy for further queries and clarification regarding the malfunction. Malfunction can be reported by e-mail around the clock or by telephone during the normal business hours of Scrum Academy (currently Mondays to Fridays excluding public holidays from 9:00 a.m. to 5:00 p.m. CET/CEST).

(8.3) In calculating the minimum availability, a malfunction is only taken into account from the time of the first substantiated notification to Scrum Academy. If the notification is made outside the regular business hours, the beginning of the regular business hours following the notification takes the place of the time of the notification.

(8.4) In calculating the minimum availability, downtime due scheduled maintenance work in the maintenance windows between 11:00 p.m. and 04:00 a.m. CET/CEST is not taken into account if the customer has been notified of the scheduled maintenance work at least five days in advance.

9. Miscellaneous

(9.1) Insofar as the Agile Community (LMS) offers the Customer or the Users the possibility of uploading content (for example photos, descriptive texts), the Customer undertakes (and will oblige their Users accordingly) not to store any content on the platform which violates applicable law or infringes the rights of third parties. The Customer will indemnify Scrum Academy from all claims arising out of a breach of this provision.

PART IV: Henrik AI

1. Introduction

(1.1) These Terms of Use regulate the access to and use of the Henrik AI chatbot (hereinafter referred to as “the Bot”) provided by Scrum Academy (hereinafter referred to as “we”, “us”, “our”).

(1.2) The standalone application Henrik AI is no longer offered for new contracts and will be discontinued on 31 December 2026. Part IV only applies to existing accounts until that date. For Henrik as part of Agile Academy Campus, Part VI Section 4.5 applies.

2. Subject Matter of the Contract

(2.1) Henrik AI is an artificial intelligence-based software solution that offers users interactive support through the processing of natural language. The interaction with the user is based on the technology of LLMs via the APIs of OpenAI and Anthropic using the specific knowledge base of Scrum Academy.

3. Scope of Use

(3.1) The Bot is designed to provide support exclusively in the area of agile processes and agile project management. Users can use the Bot for information gathering and decision support in this area. However, it is always necessary to consider that work results cannot be adopted without review or reflection. Even though Henrik AI is often able to provide good and usable information, this does not change its nature as a chatbot based on a Large Language Model. Like other chatbots, Henrik AI can also provide incorrect information or express itself inappropriately through “hallucinations”. Users must be aware of this risk when using it.

4. Limitations and Prohibited Use

(4.1) Users may not use Henrik AI for illegal purposes or generate content that could be considered defamatory, offensive, or harmful. Any manipulation of Henrik AI is prohibited. This includes, among other things, use where inappropriate or unlawful statements or legal declarations are to be elicited from Henrik AI. Furthermore, it is not permitted to use the service in a way that systematically outputs copyrighted content.

5. Intellectual Property

(5.1) Henrik AI and all related content, including texts, graphics, and software, are owned by Scrum Academy. Henrik AI answers questions with a special knowledge base that is copyright-protected and the exclusive rights of use belong to Scrum Academy. Outputs from Henrik AI are generated from these copyright-protected materials. Scrum Academy grants the user a simple, non-exclusive, non-transferable, and non-sublicensable right to use the outputs of Henrik AI exclusively within their own company.

6. Availability of Henrik AI

(6.1) Scrum Academy strives to keep Henrik AI as constantly available as possible. Scrum Academy offers generally continuous hosting 24 hours a day, seven days a week, with a contractually agreed minimum availability of 95% on an annual average. This excludes downtime due to force majeure.

(6.2) In the event of a failure, it is the customer's responsibility to immediately inform Scrum Academy about the nature and extent of the failure, as well as the circumstances under which it occurred. It is the customer's duty to be available for further inquiries and clarification regarding the malfunction. Failures can be reported around the clock by email or during Scrum Academy's normal business hours (currently Monday to Friday except on public holidays from 9:00 AM to 5:00 PM CET/CEST) by phone as well.

(6.3) In calculating the minimum availability, a failure is only considered from the time of the first substantiated report to Scrum Academy. If the report is made outside of normal business hours, the beginning of the following regular business hours takes the place of the time of the report.

(6.4) In calculating the minimum availability, scheduled maintenance work in the maintenance windows between 11:00 PM and 4:00 AM (CET/CEST) is not included if the maintenance work was announced at least five days in advance.

7. Liability

(7.1) Scrum Academy's liability for breaches of duty in connection with the use of Henrik AI is limited to intent and gross negligence by Scrum Academy as well as its vicarious agents and legal representatives. Liability beyond this is excluded.

(7.2) The limitation of liability under Section 7.1 does not apply in the case of culpable injury to life, body, or health, or liability under the Product Liability Act.

PART V: Support Agent

1. Introduction

(1.1) These Terms of Use govern access to and use of the AI-based Support Agent (hereinafter “the Agent”) provided by Scrum Academy GmbH (hereinafter “we”, “us”, “our”).

2. Subject Matter of Contract

(2.1) The Support Agent is an artificial intelligence-based software solution that provides users with automated assistance and support for questions regarding our products and services. If the Agent cannot resolve a request automatically, it can – at the user's request – establish contact with our support team.

3. Scope of Use

(3.1) The Agent serves exclusively to answer support requests, general information inquiries, and to prepare or process contractual relationships. The information it provides does not replace individual consultation, but is intended to facilitate communication between users and our support team. As with all AI-based chat systems, responses may be erroneous, incomplete, or contextually inaccurate. Users are obligated to independently verify provided information before basing decisions on it.

4. Limitations and Prohibited Use

(4.1) The Agent may not be used for unlawful, offensive, or defamatory content. Specifically prohibited are:

• a) deliberately inducing impermissible or legally binding declarations by the Agent,
• b) manipulation or circumvention of technical protective mechanisms,
• c) use for systematic retrieval or reproduction of copyrighted content.

5. Intellectual Property

(5.1) The Support Agent and all associated content, text, graphics, and software are the property of Scrum Academy. All content generated by the Agent is based on copyrighted knowledge and materials of Scrum Academy. Users are granted a simple, non-transferable, non-sublicensable right of use to the generated outputs exclusively for internal use.

6. Availability

(6.1) We strive for the most continuous availability possible of the Support Agent. Hosting with an average annual availability of 95% is targeted. Excluded are downtimes due to force majeure or necessary maintenance work.

(6.2) Disruptions can be reported by email or telephone during regular business hours.

(6.3) Maintenance work in the announced maintenance windows between 11:00 PM and 4:00 AM (CET/CEST) will not be considered in the availability calculation, provided they are announced at least five days in advance.

7. Liability

(7.1) Our liability in connection with the use of the Support Agent is limited to intent and gross negligence on the part of us, our legal representatives, and vicarious agents.

(7.2) The limitation of liability does not apply to culpable injury to life, body, or health, or to liability under the Product Liability Act.

PART VI: Agile Academy Campus

Contractual partner: Agile Academy AG, Zug (Switzerland)

1. Scope and Precedence

(1.1) This Part VI governs the contractual relationship between Agile Academy AG and its customers regarding the use of Agile Academy Campus (hereinafter “Campus”). It applies exhaustively. Parts I to V of these General Terms and Conditions do not apply to contracts concerning Campus.

(1.2) Individual agreements, in particular offers and framework agreements of Agile Academy AG, take precedence over this Part VI.

(1.3) The customer’s general terms and conditions do not apply, even if Agile Academy AG does not expressly object to them.

2. Contractual Partner

(2.1) The customer’s contractual partner for Campus is

Agile Academy AG
Baarerstrasse 125
6300 Zug
Switzerland

Email: team@agile-academy.com
Authorized representatives: Sohrab Salimi (President of the Board of Directors), Dr. Severine Saleh (Member of the Board of Directors), Philipp Akeret (Member of the Board of Directors), each with sole signatory power
Commercial register: Handelsregister des Kantons Zug
UID: CHE-487.628.125
VAT no. (MWST): CHE-487.628.125 MWST

(2.2) The website www.agile-academy.com is operated by Scrum Academy GmbH, Cologne. Campus itself is available at campus.agile-academy.com. Scrum Academy GmbH is not a contractual partner of contracts concerning Campus, even if ordering, registration, use or communication takes place via www.agile-academy.com or campus.agile-academy.com. Notwithstanding the foregoing, Scrum Academy GmbH may conclude an individual contract concerning Campus with customers. Such a contract is governed by the agreements made therein.

3. Customers

(3.1) Campus is offered exclusively to businesses (B2B), regardless of their size and the number of licences booked. Businesses within the meaning of this Part VI are legal entities, partnerships with legal capacity as well as sole proprietors and freelancers, in each case insofar as they conclude the contract in the exercise of their commercial or independent professional activity. Consumers are excluded from concluding a contract.

(3.2) By placing an order, the customer confirms that they are acting on behalf of a business and states its company name and, where available, its VAT identification number or business identification number (UID). Agile Academy AG is entitled to verify this information and to reject orders if the customer is not acting on behalf of a business.

4. Description of Services

(4.1) Campus is an AI-native learning platform. During its term, a Campus access includes:

• a) the use of Henrik, the AI Coach of Agile Academy,
• b) access to the Community,
• c) access to the online courses of the current Campus portfolio,
• d) access to the Playground with its current tools for trying out what has been learned.

(4.2) The exact scope of services is set out in the product description at the time of the order or in the individual offer. Additional services may be agreed for business customers, such as personal onboarding or support of learning groups through live coaching sessions.

(4.3) Campus is continuously developed further. In the process, courses may be revised, replaced with newer content on the same or comparable topics or removed from the portfolio, and functions may be changed technically, structurally or in terms of design. The character of Campus as a learning platform with a course portfolio and an AI Coach is preserved.

(4.4) Where Agile Academy AG provides content or demo access free of charge, there is no entitlement to its permanent availability.

(4.5) Henrik is an AI Coach. His responses are generated automatically, may be incorrect and do not replace professional advice. Users must not enter sensitive personal data of third parties or confidential information and must not deliberately manipulate Henrik. Agile Academy AG may set reasonable usage limits.

5. Conclusion of Contract

(5.1) The presentation of Campus on the website does not constitute a binding offer. By submitting the order in the Campus checkout via the “Subscribe with obligation to pay” button, the customer makes a binding offer. The contract is concluded upon the order confirmation by email or upon activation of the access, whichever occurs first.

(5.2) For orders based on an individual offer from Agile Academy AG, the contract is concluded when the customer accepts this offer in text form.

(5.3) Agile Academy AG stores the contract text. The customer receives the order data and this Part VI in text form together with the order confirmation.

6. Licences and User Accounts

(6.1) Campus is licensed per person. Each licence is assigned to exactly one natural person (hereinafter “User”) and is linked to an email address that is assigned exclusively to this User. Group or functional addresses to which several persons have access are not permitted.

(6.2) Business customers may assign licences to their employees. Login credentials must be kept confidential and must not be passed on to third parties, including colleagues. There is no entitlement to transfer an assigned licence to another User.

(6.3) If an access is used by more than one person, the customer owes the fee according to the price list applicable at the time for each additional person actually using it.

(6.4) The customer ensures that its Users comply with the provisions of Sections 4.5, 6, 10 and 11.

7. Campus Access as Part of Live Trainings

(7.1) If a User receives Campus access as part of a live training, Agile Academy AG provides this access for the duration stated in the training offer. This applies to live trainings by Agile Academy Ambassadors. Live trainings by Scrum Academy GmbH are governed by Part II Section 7. The fee for the access is covered by the price of the training. No separate fee is payable to Agile Academy AG.

(7.2) The use of this access is governed by this Part VI with the exception of Sections 8, 9.1 and 9.2. The access ends upon expiry of the included duration without the need for termination and is not renewed automatically.

(7.3) After expiry, the User retains access to the online course belonging to the training and to the Agile Academy Community, insofar as this is provided for in the training offer. Section 4.3 applies accordingly.

(7.4) The access can be converted into a paid Campus access in the Campus checkout.

8. Fees, Invoicing and Taxes

(8.1) The fee results from the ordering process or the individual offer. It is calculated per licence and term. Prices are stated in euros.

(8.2) Invoices are issued by Agile Academy AG. The fee is payable annually in advance: for online orders upon conclusion of the contract, for orders based on an offer within 14 days of receipt of the invoice.

(8.3) If the customer stores a payment method, it will also be charged for subsequent payments upon renewal. The customer shall inform Agile Academy AG without undue delay of any changes to its payment and billing details.

(8.4) All prices are exclusive of any applicable value added tax. The following applies:

• a) Customers domiciled in Switzerland or Liechtenstein will additionally be charged Swiss VAT at the applicable rate.
• b) Customers domiciled in Germany or another member state of the European Union receive an invoice without VAT. The tax liability passes to the customer (reverse charge procedure). The customer is obliged to provide a valid VAT identification number.
• c) Customers domiciled in other countries receive an invoice without Swiss VAT. Any taxes in the customer’s country of domicile shall be borne by the customer.

(8.5) If Agile Academy AG incurs taxes or other disadvantages because the customer has provided incorrect information about its status as a business, its domicile or its VAT identification number, the customer shall reimburse them.

(8.6) Agile Academy AG may adjust the prices for renewal periods. It will notify the customer of this in text form at least two months before the start of the renewal period. The customer may then terminate the contract with effect from the end of the current term.

(8.7) In the event of default in payment, Agile Academy AG is entitled, after an unsuccessful reminder, to block the access until the outstanding amount has been settled.

9. Term and Termination

(9.1) Each licence has a term of twelve months from activation.

(9.2) The term is extended by a further twelve months in each case unless the contract is terminated by either party with one month’s notice to the end of the respective term.

(9.3) Termination must be made in text form. An email to team@agile-academy.com is sufficient. If the customer account offers a termination function, this may also be used.

(9.4) Both parties may terminate the contract extraordinarily for good cause.

(9.5) Agile Academy AG may terminate in particular in the event of:

• a) automated or systematic extraction of Campus or of essential parts thereof,
• b) actions that may impair the integrity or functioning of Campus, such as denial-of-service attacks or the uploading of malicious code,
• c) deception regarding identity, status as a business or intended use when ordering,
• d) intentional or grossly negligent disclosure of login credentials to unauthorised persons.

(9.6) The customer may terminate in particular if the range of services of Campus is significantly restricted. In this case, Agile Academy AG will refund the fee paid in advance pro rata for the remaining term.

(9.7) Upon termination of the contract, access to Campus ends. Section 7.3 remains unaffected.

10. Rights of Use

(10.1) The content of Campus is protected by copyright. The rights belong to Agile Academy AG or its licensors.

(10.2) For the term, Users receive a simple, non-transferable and non-sublicensable right to use the content via the functions of Campus for their own learning purposes.

(10.3) In particular, it is not permitted to reproduce content outside the functions provided by Campus, to use crawlers or comparable technical means, or to use content for training, fine-tuning or evaluating AI systems.

(10.4) If Users upload content, for example in the Community, the customer ensures that it does not violate applicable law or the rights of third parties. Agile Academy AG is entitled to remove such content.

11. Login Credentials and Blocking

(11.1) After conclusion of the contract, the customer or the assigned Users receive the necessary login credentials.

(11.2) Agile Academy AG is entitled to temporarily block an access in the event of reasonable suspicion of misuse, in particular in the event of unauthorised disclosure of login credentials or manipulation intended to access functions or content that have not been purchased. It will inform the customer of the blocking without undue delay.

12. Availability

(12.1) Agile Academy AG generally provides Campus 24 hours a day, seven days a week. A minimum availability of 95% on an annual average is agreed. Outages due to force majeure are excluded.

(12.2) The customer shall report outages without undue delay to team@agile-academy.com, stating their nature, extent and circumstances. When calculating the minimum availability, an outage is taken into account from the first substantiated report. If the report is made outside business hours (Monday to Friday, 9 a.m. to 5 p.m. CET/CEST), the start of the following business hours applies.

(12.3) Scheduled maintenance between 11 p.m. and 4 a.m. (CET/CEST) is not taken into account if it has been announced at least five days in advance.

13. Liability

(13.1) Agile Academy AG is only liable for damage caused intentionally or through gross negligence and for damage resulting from injury to life, body or health. Liability for slight negligence is excluded, including for auxiliary persons.

(13.2) To the extent that liability nevertheless exists and may be limited by law, it is limited to the fees paid by the customer in the twelve months preceding the damaging event. Indirect damage, consequential damage, loss of profit and loss of data are excluded.

14. Data Protection and Information about Similar Services

(14.1) The processing of personal data is governed by the privacy policy.

(14.2) Insofar as personal data is processed on behalf of a business customer in connection with the use of Campus, the customer concludes a data processing agreement for this purpose with Scrum Academy GmbH as the operator of Campus.

(14.3) Agile Academy AG may inform the customer by email about its own similar services. The customer may object to this at any time informally by email to team@agile-academy.com.

15. Changes to these Terms

(15.1) Agile Academy AG may amend this Part VI with effect for existing contracts if this is necessary due to legal requirements or the further development of Campus. It will notify the customer of changes in text form at least six weeks before they take effect.

(15.2) If the customer does not object within this period, the changes are deemed accepted. Agile Academy AG will specifically point out this consequence in the notification. If the customer objects, either party may terminate the contract with effect from the date on which the change takes effect.

16. Applicable Law and Place of Jurisdiction

(16.1) Swiss law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding the conflict-of-law rules.

(16.2) The exclusive place of jurisdiction for all disputes arising from or in connection with contracts concerning Campus is Zug, Switzerland. Agile Academy AG is also entitled to sue the customer at its registered office.

17. Final Provisions

(17.1) Declarations under this contract require text form unless otherwise provided.

(17.2) Agile Academy AG may transfer the contract to an affiliated company by notice in text form. In this case, the customer may terminate the contract with effect from the date of the transfer.

(17.3) These terms are available in several languages. In the event of discrepancies, the German version prevails.

(17.4) Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.