GENERAL TERMS AND CONDITONS

of actimondo eG, In den Benden 13, 52459 Inden (Germany)

1. General Information

1.1 These General Terms and Conditions (GTC) of actimondo eG, In den Benden 13, 52459 Inden (hereinafter also referred to as “us” or “we”) shall apply to all our transactions with entrepreneurs within the meaning of the German Civil Code (BGB). Unless otherwise agreed, these GTC shall also apply to all future transactions with our customers, even if they are not expressly agreed again. If the customer’s terms and conditions conflict with or deviate from these GTC, they shall not be recognized unless we expressly acknowledge them in writing. Our GTC shall also apply if we perform the service to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer. Our GTC apply in particular to contracts for services (e.g. coaching, marketing, training, consulting, online and offline seminars, operation of our own platforms, consulting videos, newsletters). Our services are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). By concluding a contract, you confirm that you are an entrepreneur in this sense.

1.2 If we make individual agreements with the customer in individual cases (including collateral agreements, supplements, amendments), these shall take precedence over these GTC. Individual agreements such as collateral agreements, special assurances and subsequent amendments to the contract must be made in writing or confirmed by us in writing, subject to proof to the contrary.

1.3 All legally relevant declarations and notifications by the customer relating to the contract with us (e.g. notification of defects, withdrawal from the contract) must be made in writing, i.e. in written or text form (e.g. letter or e-mail). This does not affect statutory formal requirements and further evidence, particularly in the event of doubt as to the legitimacy of the declarant. All comments regarding the validity of statutory provisions are for clarification purposes only in this context. Insofar as they are not directly amended or expressly excluded in these GTC, the statutory provisions shall apply even without such clarification.

2. Offers, contracts and services

2.1 All our offers are subject to change and non-binding, unless specific services have already been agreed in a specific offer. Our website and other information materials (reports, white papers, leaflets, advertisements, brochures, etc.) are not offers within the meaning of German law; they are an invitation to make an offer. This condition applies even if we have provided the customer with materials (e.g. drawings, reports, calculations, etc.) to which we reserve ownership rights and copyrights.

2.2 The contract between us and the customer can be concluded by telephone (video chat, telephone, etc.) or in writing (contract offer). If the contract is concluded by telephone, the customer is not entitled to receive the contents of the contract from us again in writing, unless otherwise agreed. Contracts concluded by telephone between us and the customer shall be concluded by means of concurring declarations of intent. The customer agrees that we may record the video call or telephone call with him for evidence and documentation purposes. The statutory provisions apply in this respect. These are applicable to contracts concluded using electronic means of communication (e.g. in the area of e-commerce).

2.3 We accept no liability for errors of understanding in the case of non-written communication. Declarations of intent made verbally or by telephone require our written confirmation.

2.4 If a customer sends us a contract offer (e.g. via a form on our website) and we receive it, we will promptly confirm it in writing by e-mail. This confirmation of receipt shall only constitute acceptance of the offer if we confirm acceptance expressly or by sending the access data for the ordered service (login data). If acceptance by us does not take place at the same time as the confirmation of receipt, we shall declare acceptance or rejection of the contractual offer within three weeks of receipt of the contractual offer. The customer is bound to his offer for three weeks, unless otherwise stated in the offer. A contract is only concluded upon receipt of our order confirmation (written declaration of acceptance, e.g. in text form) or upon commencement of the service by us.

2.5 The customer has an obligation to cooperate in our services. He shall provide the necessary cooperation immediately upon our first request. If the customer does not fulfill its obligation to cooperate on time and in full, this may result in us not being able to fulfill the service or not being able to fulfill it in full. In the case of services that cannot be provided after the order has been placed, we shall inform the customer of this promptly. In this case, we shall be entitled to withdraw from the contract within two weeks of order confirmation and to reimburse any consideration already paid, without this giving rise to any further claims for compensation against us.

2.6 We provide services in particular in the area of consulting and training within the meaning of § 611 BGB. We also offer seminars and special consulting services. The scope of services is based on the order confirmation and the service description or other agreements made between us and the customer. The services are provided in various ways, e.g. by video, multimedia, by telephone or in premises provided by us. The content of the service is otherwise set out in the respective service description of the contract. Unless expressly agreed otherwise in writing, we do not owe the provision of a work in this respect either. In particular, we can only predict the success of certain measures (e.g. marketing) based on our experience. The customer is aware that we do not owe any success in this respect. If a separate remuneration has been agreed for the achievement of a specific success of a measure, this shall be settled with the customer as a performance-related payment. In principle, however, there is no entitlement to the achievement of a specific success.

2.7 With regard to the contents of a service contract entered into with us, we have a right to determine performance in accordance with Section 315 BGB.

2.8. Our services, materials and methods are (partly) based on third-party products (e.g. Google, LinkedIN, eloomi, Vimeo). We assume no liability for the success of these third-party products or services.

2.9. We shall perform the agreed services in accordance with the contractual provisions with the necessary care. We are entitled to use the assistance of third parties / service providers for this purpose. Force majeure, strikes, incapacity through no fault of our own or caused by one of our service providers shall extend the performance period by the duration of the hindrance, plus a reasonable start-up period of at least 1 week. Alternatively, we may withdraw from the contract in whole or in part due to the part of the delivery or service that has not yet been fulfilled.

3. Term and Termination

3.1 The contract is concluded for the term agreed in the respective main contract. Early or free termination rights of the customer within the contract term are excluded.

3.2. Unless otherwise agreed between us and the customer, the contract term shall be extended by the duration of the initial term unless one of the contracting parties has terminated the contract at least 4 weeks before the end of the initial term or the extended term (= notice period). Terminations must be made in writing to be effective.

3.3 The right to terminate the contract without notice for good cause, both by the customer and by us, remains unaffected.

3.4 In the event of premature termination by the customer for good cause, our claim to remuneration shall remain unaffected. The customer reserves the right to prove that we have incurred no or significantly less damage.

4. Prices, Terms of Payment, SEPA Direct Debit and Invoice

4.1 All prices quoted by us are always net prices and do not include the statutory value added tax.

4.2 We are entitled at any time to demand advance payment from our customers in accordance with § 321 BGB, i.e. at our discretion only against advance payment.

4.3 Unless a separate payment term has been agreed between us and the customer, invoices are due within 14 days without deduction. Should a discount be agreed, this shall require a written declaration. If a direct debit authorization is granted, we will generally debit the account on the due date. Once a direct debit authorization has been issued, it shall also apply to invoices for further services until revoked.

4.4 We are entitled to declare all outstanding invoices due at any time without reminder, in particular if we become aware of a risk to our payment claim. We exclude the offsetting of our claims against unrecognized or not legally established claims of the customer. This also applies to a right of retention due to such counterclaims, insofar as these claims are not based on the same contractual relationship.

4.5 Invoice complaints must be notified to us immediately in accordance with § 121 BGB. Complaints will no longer be accepted after a period of 14 days from receipt of the invoice. In the event that we have concluded an installment payment agreement with the customer, all installments must be paid by the customer on time. If the customer is in arrears with the payment of an installment, we are entitled to terminate the installment payment agreement and to demand payment of the entire outstanding amount.

4.6 We charge the statutory interest rate (9 percentage points above the prime rate) as default interest to customers who are not consumers. We reserve the right to prove higher damages caused by default.

4.7 Payment for the contractually agreed services can also be made in advance using the SEPA direct debit procedure. For this purpose, you are obliged and declare your consent to send us a written SEPA direct debit mandate signed by you immediately after the video call or telephone call to: info@actimondo.com (in advance) and actimondo eG, In den Benden 13, 52459 Inden, Germany (by post afterwards). You must use the following template for this purpose:

I authorize actimondo eG, In den Benden 13, 52459 Inden (Germany), represented by the Executive Board Dr. John Kettler, and its vicarious agents to make recurring payments due from the following business account

IBAN:

by means of SEPA core direct debit. At the same time, I instruct my bank to redeem the direct debits drawn on my account by actimondo eG, In den Benden 13, 52459 Inden. I can demand reimbursement of the debited amount within eight weeks of the debit date. The conditions agreed with my bank for payments by direct debit under the SEPA Core Direct Debit Scheme apply.

First and last name of the account holder:

Street and number:

Postal code and city:

Credit institution
(Name und BIC):

IBAN:

Place, date

Signature of the managing director/authorized representative

5. Events, Platforms, Cancelations and Rebookings

5.1 Customers participating in actimondo eG events may also be consumers/private individuals, notwithstanding the above provision. Depending on the format, the events are held in person, online only or as a hybrid event. The event program and information provide details on this.

5.2 If the customer takes part in actimondo eG events, the prices stated shall apply. In addition to the prices stated, prices can also be agreed individually. The prices quoted for events include the event services and the documents for the event, subject to availability, unless otherwise specified individually by us. Unless expressly stated in the offer, catering is not included in the price.

5.3 The customer shall owe the participation fees immediately after booking the event with actimondo eG. The customer shall be denied participation in the event if the corresponding participation fee has not been paid by the start of the respective event.

5.4 Additional costs in connection with the event, such as accommodation and travel expenses, shall be borne by the customer. If the customer only attends the event for part of the time or does not show up, he/she is not entitled to a reduction in the participation fee.

5.5 If illness or other reasons prevent the customer from attending a booked event, the customer is entitled to transfer the booked service entitlement to a third person. However, we assume that the full participation fee has been paid.

5.6 If an event cannot take place as an in-person event at the event location due to force majeure, we will generally offer an online event on the same or alternative event date. The alternative event date will be communicated to the customer in advance by e-mail. If the customer does not wish to participate in this event, they must inform us immediately after we have informed them.

5.7 For customers who are not consumers within the meaning of § 13 BGB (German Civil Code), we have the right to charge a lump sum of EUR 50.00 in the event of late payment (§ 286 (5) BGB).

5.8 If the customer declares his withdrawal from the event in writing up to 6 weeks before the start of the event for good cause, processing costs of 30% of the respective participation fee shall be incurred. In the case of a period of less than 6 weeks and up to 3 weeks before the start of the event, 50% of the participation fee shall be due. In the event of a declaration of withdrawal that is demonstrably received by us less than 3 weeks before the start of the event, the full participation fee will be charged. However, the customer reserves the right to prove that we have suffered no loss or a significantly lower loss than the aforementioned flat rates.

5.9 The location of the event will be communicated to the customer in advance and is specified in the current event description or in the confirmation of participation.

5.10 In the event of an official ban on events already booked and confirmed by the customer or official restrictions or requirements (e.g. during pandemics, force majeure), actimondo eG is entitled to offer the customer a replacement event with a lead time of 4 weeks within 12 months of the date of the canceled event. Only if no alternative offer is made by actimondo eG within this period shall the customer be entitled to withdraw from or cancel participation. This does not apply to withdrawal or termination for good cause. We recommend taking out cancellation insurance (e.g. with ERGO at www.erv.de).

5.11 We reserve the right to unilaterally adjust event times announced in advance within reasonable limits. If possible, the customer will be informed of the adjustment at least 1 week in advance. This does not imply a shortening of the contract period.

5.12 Customers acting as sponsors at an actimondo eG event undertake to pay the sponsorship in accordance with the amounts and terms of payment specified in the sponsorship agreement. Unless otherwise agreed and stipulated in the sponsorship contract, the sponsorship must be paid within 30 days of invoicing. All invoices issued to the sponsor by actimondo eG specify the payment terms. Payments by bank transfer: All bank charges incurred for bank transfers are to be borne by the sponsor.

5.13 If the customer cancels the sponsorship 3 months before the event, a cancellation fee of 50% of the sponsorship amount is due. If a sponsor cancels within 3 months prior to the event, the sponsor agrees to pay 100% of the contracted sponsorship as a cancellation fee. If a sponsor cancels with an outstanding balance, the sponsor remains responsible for the entire balance due, plus reasonable legal fees for collection. Cancellations must be received in writing by actimondo eG. The Customer hereby acknowledges that the cancellation fee is a reasonable estimate of the anticipated losses and costs that actimonodo eG will incur as a result of the Sponsor’s cancellation and that it does not constitute a penalty. For the avoidance of doubt, actimondo eG shall not be obliged to mitigate its losses and/or costs in such circumstances and the Cancellation Fee shall remain payable even if actimondo eG finds a new Sponsor.

5.14 By being present on our websites and online platforms (e.g. by booking a virtual stand) or at face-to-face events, the customer declares that their company agrees to our General Terms and Conditions. Registrations are processed and confirmed in the order in which they are received with the help of an address file. The booking of presence at actimondo eG can be made in writing via the online registration form, by e-mail, by fax or by recording a video call. The customer first receives confirmation by e-mail that the registration form has been received. A short time later, the customer will receive a written confirmation of registration to the address given in the registration form, together with our invoice. 100% of the booking fee is due 30 days after receipt of the invoice. The due date for payment is stated on the invoice.

5.15 The decision on admission to the presence and the approval of the exhibited materials (roll-ups, documents, videos, etc.) is made by actimondo eG. There is no legal entitlement to admission. actimondo eG is entitled to exclude or remove from the exhibition any exhibited materials that have not been approved or are not eligible for approval. A competing exclusion cannot be asserted. The customer must ensure that the content is free of violence, incitement to crime or lewd content. actimondo eG accepts no liability for the content provided by the customer. The time period for the presence at events organized by actimondo eG and on websites or platforms provided is specified on the invoice.

5.16 The customer may withdraw from the presence on websites and platforms of actimondo eG at any time, but in this case the presence will be taken offline. The customer has no legal claim to a refund of any fees incurred for the presence. Withdrawal from an existing contract for the presence must be made in writing (by e-mail to info@actimondo.com), otherwise it is invalid.

5.17 actimondo eG would like to provide its customers with the best possible service. Should there nevertheless be no access to actimondo eG websites or platforms for a period of 10 consecutive days, the customer will be reimbursed the contractually agreed usage fee on a pro rata basis for the period in which the websites or platforms are not available. Shorter periods during which websites or platforms are unavailable are maintenance periods that do not result in any reimbursement of costs.

5.18 actimondo eG offers customers access to a media library with recorded content. The period of use is contractually regulated with the customer. Unless otherwise agreed, use of the online access for the media library is only permitted for the purchasing customer. Multiple use of the access data by other persons is not permitted. Should actimondo eG become aware that several persons are sharing unlawfully, actimondo eG shall be permitted to demand fees for the unauthorized use and to block the access data, whereby the customer shall not be entitled to any repayment.

6. Liability

6.1 Unless otherwise stated in these General Terms and Conditions of actimondo eG and other provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations exclusively in accordance with the statutory provisions.

6.2 We shall be liable for damages (irrespective of the legal grounds) within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), for damages resulting from injury to life, limb or health and for damages resulting from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.

6.3 The limitations of liability resulting from Section 6.2 shall also apply in the event of breaches of duty by or in favor of persons whose fault we are responsible for in accordance with statutory provisions (e.g. service providers). The customer may only withdraw from or terminate the contract if we are responsible for the breach of duty, which does not consist of a defect in the service.

6.4 We are not liable for the implementation of the content conveyed by us in seminars, consultations and coaching sessions. At this point, the customer is responsible for the implementation of this content. We cannot guarantee that the implementation of the content conveyed in our seminars, consultations and coaching sessions will lead to the desired success. In this context, we expressly point out the service character of our services.

7. Property Rights; Contractual Penalty; Conduct and Consideration

7.1 We reserve the right to retain all exploitation rights arising from copyright to the materials used and/or published by us (photos, videos, audio recordings, texts, brochures, webinars). Any use (in particular reproduction, distribution, use for the purposes of teaching, translation, reprinting and public reproduction) without the express written consent of actimondo eG is prohibited. Any requests for permission with regard to copyright must be sent to actimondo eG in writing by e-mail or by post. We will send the corresponding permission to the customer in writing if we give our consent.

7.2 The customer’s right to use the aforementioned materials is otherwise limited to use within the scope of the purpose of the contract (e.g. possibility of using the password-protected member area during the term of the contract – without authorization to reproduce or distribute). We hereby do not grant any rights of use with regard to our advertisements/texts that are published on our websites or within forums/groups.

7.3 If the customer reproduces, distributes or otherwise uses our materials protected under clause 7.1 outside the agreed contract, a reasonable contractual penalty – taking into account the extent of the infringement and the resulting damage – to be determined by us and, in the event of a dispute, to be reviewed by the competent court, shall be forfeited. We hereby do not exclude the possibility that we may claim further damages.

7.4 In addition to the forfeiture of the contractual penalty, a violation pursuant to no. 7.3 will generally be brought to the attention of the competent investigating authority for the purpose of criminal investigation (criminal complaint). This applies in particular in the event of unauthorized use of our materials or methods by customers. Claims under civil law (in particular claims for damages) remain unaffected.

7.5 We reserve the right to temporarily or permanently exclude customers from participating in our communities and groups if (e.g. as a result of statements that are detrimental to our business) our interests are more than insignificantly violated or impaired by the customer.

7.6 As part of its duty to cooperate, the customer is obliged to provide us exclusively with image/video/sound material that is free from third-party rights. In this respect, the customer shall fully indemnify us against any third-party claims due to the infringement of intellectual property rights.

7.7 The customer is not entitled to pass on the login data or user account provided by us for our platforms, program and training content to third parties, unless we have expressly agreed to such disclosure (e.g. for permanent employees of the customer). Unauthorized sharing of the customer account is a criminal offense, which we will prosecute under civil and criminal law.

7.8 We are entitled to permanently monitor customer access to our IT systems by means of IP matching. We hereby prohibit the use of technologies that disguise, otherwise falsify or anonymize the IP address and/or MAC address of the user when accessing our IT systems and program and training content (e.g. Tor browser).

7.9 If the customer culpably violates the obligations under 7.7 and 7.8, we are entitled to temporarily or permanently block the customer account to our systems at our reasonable discretion. In this case, the customer’s contractual obligations towards us shall remain unaffected.

7.10. We prohibit our customers from any actions that lead to a disruption or impairment of our coaching, training and program processes or the customer experience of other customers. We reserve the right to temporarily or permanently block the customer’s account and access to our content, programs, platforms, coaching, training, etc. at our reasonable discretion in the event of repeated culpable infringement by the customer. In this case, the customer’s contractual obligations towards us shall remain unaffected.

8. Compliance with the Principles of actimondo eG

8.1 We expect our customers to ensure that they behave towards us and other customers in accordance with the customary conduct of an honest businessman. actimondo eG reserves the right to prosecute under civil law any unlawful or inappropriate or unfounded statements about actimondo eG and its services, whether by customers, competitors or any third parties, in particular untrue factual claims and abusive criticism, and, if necessary, to bring criminal charges without prior notice.

8.2 We treat our employees and customers with respect.We also expect our customers to treat other customers and our employees with respect at all times.

8.3 We reject inhuman and radical world views (especially right-wing extremism and left-wing extremism).Furthermore, we reject any ideology that is not compatible with the democratic basic order of the Federal Republic of Germany.

8.4 We prohibit customers who promote inhuman and radical world views as defined in section 8.1 from participating in our events. We expressly point out that we do not tolerate criminal acts of any form by customers.

8.5 We are entitled to exclude customers who violate our moral principles from events for the remainder of the event following a single warning.If the customer has demonstrably committed or is committing criminal acts, we reserve the right to exclude the customer concerned from actimondo eG events without prior warning. In this case, the customer’s contractual obligations towards us shall remain unaffected.

9. Contacting Customers of actimondo eG

9.1 In individual cases, we allow our customers to contact customers of actimondo eG who have been introduced to actimondo eG in the context of events, coaching sessions, advisory meetings, training seminars for their own orders and to initiate business. However, systematic customer acquisition is prohibited. No actimondo eG customer may be harassed by acquisition attempts that are demonstrably based on contacts made during actimondo eG events.

9.2 In the event of culpable non-compliance, actimondo eG shall be entitled, after issuing a single warning in the event of a repeat offense, to temporarily or permanently exclude the customer from participation in online and offline events, platforms, trainings, etc. of actimondo eG at its reasonable discretion. In this case, the customer’s contractual obligations towards us shall remain unaffected.

10. Withdrawal

actimondo eG concludes contracts exclusively with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). The customer has no right of withdrawal, even if the contract is concluded exclusively using means of distance communication.

11. Data Protection, Disclosure of Information and Trade Secrets

11.1 actimondo eG stores and uses personal customer data (e.g. application form: Name, address, telephone number, e-mail address, personal interests, financial circumstances, hobbies, character issues) in accordance with the applicable data protection laws. By submitting an offer to conclude a contract, the customer gives his revocable consent to the storage and processing of his personal data transmitted to actimondo eG.

11.2 By submitting an offer to conclude a contract, the customer revocably consents to being contacted by actimondo eG employees by means of remote communication (email, SMS; telephone; messenger services, etc.). The consent also includes the transmission of advertising. The customer must specify in his revocation to what extent the consent is revoked (e.g. only for advertising).

11.3 Every person affected by data processing has the right of access under Article 15 GDPR, the right to rectification under Article 16 GDPR, the right to erasure under Article 17 GDPR, the right to restriction of processing under Article 18 GDPR, the right to object under Article 21 GDPR and the right to data portability under Article 20 GDPR. The restrictions under Sections 34 and 35 BDSG apply to the right to information and the right to erasure. In addition, there is a right of appeal to a data protection supervisory authority (Article 77 GDPR in conjunction with Section 19 BDSG). A declared consent to data processing or use can be revoked at any time. The customer will also receive a separate privacy policy. The customer can contact the data protection officer of actimondo eG at any time via the e-mail address compliance@actimondo.com.

11.4 During our video calls, events and training/consulting sessions, other customers may disclose internal company information and business details. In this respect, complete confidentiality must always be maintained towards external parties and third parties. Dissemination of this information is prohibited.

12. Final Provisions

12.1 If the customer is a merchant, our place of business shall be the place of jurisdiction. However, we are also entitled to sue the customer at the court of his place of residence.

12.2 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.3 The contractual language is English or German.

12.4 Unless otherwise stated in the order confirmation, our place of business is 52459 Inden, Germany.

12.5 Should any provision of these GTC be or become invalid, ineffective or unenforceable in whole or in part, or should a necessary provision not be contained therein, the validity and enforceability of all other provisions of these GTC shall not be affected thereby. In place of the invalid, ineffective or unenforceable provision or to fill the loophole, the parties shall agree a legally permissible provision that corresponds as closely as possible to what the parties intended or would have agreed in accordance with the meaning and purpose of this agreement if they had recognized the ineffectiveness or loophole. It is the express intention of the parties that this severability clause does not merely result in a reversal of the burden of proof, but that Section 139 BGB is waived in its entirety.

Status: February 2024

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