General Terms and Conditions (GTC)

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English Translation

Notwithstanding any provision herein, this document has been prepared in the English language for convenience purposes only. While every effort has been made to provide accurate translations, in the event of any discrepancies, inconsistencies, differences or conflicts between the English text and the German text, the German version of the general terms and conditions shall prevail, govern, and control.

PART I: General Provisions

§1 Scope of Application

The following General Terms and Conditions regulate the contractual relationship between Scrum Academy GmbH and its customers. Depending on the subject of the contract, the additional provisions of Part II and Part III will apply.

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

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

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

§3 Place of Performance

Erfüllungsort für alle sich aus diesem Vertrag ergebenden Verbindlichkeiten der Scrum Academy GmbH ist, soweit im Einzelfall nicht etwas anderes vereinbart wurde, Köln.

§4 Use of Data for Information on Similar Product

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

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

§6 Applicable Law and Place of Jurisdiction

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.

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

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.

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

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

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.

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.

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 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

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.

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.

Participation Fee

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

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

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

In case of cancellation of the registration, the following conditions apply:

• Up to 4 weeks before the start of the training, cancellation is free of charge and no cancellation fees apply.
• 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.
• In case of cancellation within 2 weeks before the training, 100% of the non-discounted participation fees will be charged as cancellation fees.

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

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.

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

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.

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

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.

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

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.

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).

PART III: Agile Academy Learning Management System („Agile Academy 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 e-learning product Agile Academy Learning Management System (hereinafter referred to as „Agile Academy LMS” or „LMS”).

1. Registration and User Accounts

(1.1) The Agile Academy LMS is used via the web interface provided by Scrum Academy. To use Agile Academy 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 Academy 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 ‎2.2.1 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

(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 Agile Academy 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 Agile Academy 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 Agile Academy 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 Agile Academy LMS in the event of justified suspicion of misuse. Misuse exists in particular if

• login information is passed on without authorisation,
• Agile Academy LMS is manipulated in order to illegally access non-acquired functionalities and/or contents.

5. Updates and Changes to the Agile Academy LMS

(5.1) We are constantly striving to improve the Agile Academy 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 Academy 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:

(6.1.1) The payments are always due in advance.

(6.1.2) 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:

• the scraping of Agile Academy LMS or essential components of Agile Academy LMS;
• actions that could block, overload or impair the integrity and proper functioning of Agile Academy LMS, such as denial-of-service attacks or the uploading of malicious code;
• Blocking, overwriting, modifying or copying any Agile Academy LMS content 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 Agile Academy LMS;
• deception about identity or intentions of use when registering;
• 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 Agile Academy 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).

(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 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 Agile Academy 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

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").

2. Subject Matter of the Contract

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 GPT-4 using the specific knowledge base of Scrum Academy.

3. Scope of Use

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

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

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) 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 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 in paragraph 1 does not apply in the case of culpable injury to life, body, or health, or liability under the Product Liability Act.