TERMS OF SERVICE
1. Terms and Conditions
The following General Terms and Conditions (“GTC”) apply to all contracts for online access to the eduBITES Learning Experience Platform. The eduBITES GmbH Leipziger Str. 126, 10117 Berlin (“eduBITES”) and its contractual partners (“Customer”), who are not consumers within the meaning of Section 13 of the German Civil Code “BGB,” or other relevant statutory provisions. Contracts do not include any provisions that deviate from the Customer’s GTC unless eduBITES explicitly in writing agrees to do so.
Terms of Acceptance
By using our services, you are agreeing to be bound by these Terms of service, our Privacy Policy, and all other applicable terms and policies. If you do not agree with these Terms and policies, do not use or access the Services.
These GTC are subject to the following definitions:
“Digital Learning Content” all training programs that have been released, accessible, or will be released by eduBITES in the future on its Learning Experience Platform.
“Content Transformation Pipeline” refer to the process of transforming existing content into engaging, scalable, multi-modal, multi-lingual, bite-sized, digital learning experiences.
“Vis Major” refers to the platform operated by eduBITES under the URL www.edubites.com, including all functions and Digital Learning Content.
“Learning Experience Platform” refers to the platform operated by eduBITES under the URL www.edubites.com, including all functions and Digital Learning Content.
“User License” refers to the maximum number of Learners of the Customer authorized to use eduBITES’s Services as agreed under the contract, regardless of whether the Learners have already registered for and/or are using the Services.
“Learner” means a user of eduBITES’s Services who has registered as a user by name through the Learning Experience Platform.
“Party/Parties” means eduBITES, Content owners and/or the Customer.
“Confidential Information” signifies all information and documents provided to one Party by the other Party that are not publicly available or the substance of which clearly shows that they are meant to be kept confidential. This includes contractual documents, regardless of how they are represented or reproduced. Technical, business, and other information, such as that pertaining to technologies, R&D, products, Services, prices of products and Services, clients, employees, subcontractors, marketing strategies, and financial matters, are all examples of information that falls under the category of Confidential Information.
2. Subject and Settlement
eduBITES offers Corporate Learning-as-a-Service (“CLaaS offering”), consisting of a Learning Experience Platform, Digital Learning Content and a Content Transformation Pipeline for the purpose of enabling training of the Customer’s employees via the internet and makes it available to its Customers.
The subject of the contract is online access to the eduBITES Learning Experience Platform in its current version, with the implemented functionalities, as well as the use of the Digital Learning Content and Content Transformation Pipeline provided by eduBITES on the Learning Experience Platform by the Customers for the duration of the contract.
The Services include the provision of the necessary storage space for the contractual use of the functions of the Learning Experience Platform as well as the storage of the data generated from the use of the Learning Experience Platform by the Customer and/or its Learners on a server of eduBITES during the term of the contract. The specific offer presented by eduBITES to the Customer determines the scope and functionalities of the Services, the agreed-upon compensation structure, and the number of Learners. Additional Learners must be enrolled by the Customer under a separate agreement between the Parties.
The Learner model under which the Services are run means that only employees of the Customer who have registered as Learners by name via the Learning Experience Platform may access the Services.
The offer must be signed by both Parties in order to be accepted, unless otherwise specified in the offer.
3. Services Offered
The Customer shall have full access to all features of the Learning Experience Platform for the duration of the Agreement. This includes access to selected course program that is specified in a separate contract and currently available on the Learning Experience Platform one the one hand, and Content Transformation Pipelines that enable the customer to transform existing or new content into engaging, scalable digital learning experiences on the other hand. eduBITES grants access to the Learning Experience Platform to the Learners named by the Customer to the extent of the agreed maximum number of users.
Additional eduBITES services are not covered by the contract. Regarding the Digital Learning Content of particular learning modules, there is no way to communicate with specific speakers outside of live events.
The transmission point for eduBITES’s Services to the Customer is the router output of eduBITES’s server or the external data center service provider commissioned by eduBITES. In all other respects, the Customer is solely responsible for any risks associated with using third-party computer systems and internet connections. In all other respects, the Customer is solely responsible for any risks associated with using third-party computer systems and internet connections.
eduBITES is entitled to alter to amend these GTC, the Services, and the range of available features without substantially altering the agreed-upon Services. eduBITES will notify the Customer of any changes to these GTC four (4) weeks before they come into effect in writing or by e-mail to the contact address provided. In doing so, eduBITES will inform the Customer of the changes as well as the deadline for objection and inform the Customer of the consequences of objection. The objection can be made by email to the address provided. If the Customer does not object to the change in writing or by email within a period of four (4) weeks from receipt of the change notification, the change will become part of the contract. If the Customer objects, the Parties shall agree on a solution by mutual consent. In case of non-agreement eduBITES is entitled to terminate the contract.
4. Availability
eduBITES shall make the Services available to the Customer for use 24 hours and 365 days per calendar year. eduBITES warrants an availability of the Services in the amount of 99% per calendar year (“SLA”).
eduBITES shall be entitled to interrupt the Services for five (5) hours per month for maintenance if work needs to be performed on its server and/or other service content that cannot be performed without interrupting the Services. eduBITES will schedule the maintenance windows, if possible, outside of normal working hours. The times of the maintenance windows are not considered times of unavailability within the meaning of section 4 (par.1) of these GTC.
eduBITES will inform the Customer (/Learners) as far as possible in advance about maintenance work, line interruptions and their expected duration as well as about any disruptions via email.
eduBITES is not responsible for internet or network-related downtimes and in particular for downtimes during which the Services cannot be accessed via the internet due to technical or other problems beyond eduBITES’s control, such as vis major, fault of third parties, etc.
5. Right of the Customer, Conditions of Use
The respective accounts of the Learners are not transferable, not even to other employees of the Customer.
Technically, registration of the appropriate Learners is a requirement for using the Services. The learner must use his email address and a password that he has chosen to log in for this purpose. The Learner must next fill up the profile with at least their full name and the activity they are engaged in. All other profile information is optional. The corresponding license is regarded as given with the Learner’s invitation. Only once the Learner has been deactivated may the Customer reassign the appropriate license.
The section 6 (par.5) of these GTC describes the technical access requirements and suggestions required to use the Services. More information about these needs and recommendations can be found in our FAQs.
The Customer can ask eduBITES to create customer-specific content at an additional cost which is made available on the eduBITES platform for the Customer’s Learners.
Avatar Customization: The custom-built avatar of the Customer belongs exclusively to the Customer; eduBITES will not use the Customer’s avatar for any other purposes than those specified in the written agreement. In order to personalize Customer content or run, produce and store custom avatars for the duration of the contract, eduBITES might use third-party platforms. Before an avatar is recorded, the Customer will need to agree to the third-party’s terms of service. For these reasons, the Customer grants eduBITES non-exclusive rights to store the Customer’s avatar on our Learning Experience platform and on the third-party’s platform. After the contract expires, or upon the Customer’s request, the Customer’s avatar will be deleted from the Learning Experience Platform and on the third-party platform.
For the duration of the contract, eduBITES allows the Customer the non-exclusive, non-sublicensable, and non-transferable right to use the Services in accordance with the terms of the agreement and/or to authorize its Learners to use the Services in connection with the User Licenses. The right to use is only permitted for instructing Learners.
The Services continue to be owned entirely by eduBITES. The Digital Learning Content and all other content from eduBITES may not be copied by the Customer onto personal computers or any other storage devices not owned by eduBITES.
The Customer is not permitted to sell, rent, or lend the Digital Learning Content or any other eduBITES content to third parties or to make it available to them in any other way.
The Digital Learning Content and other eduBITES content may not be translated, modified, edited, decompiled, reverse engineered, or disassembled by the Customer. Legally binding rights under the German Federal Copyright Act (Urhebergesetz) remain unaffected.
6. Consumers’ Accountability
The Customer shall create the necessary Customer-side requirements for use, in particular the system requirements, infrastructure as well as for the telecommunication connection between the Customer and eduBITES up to the handover point itself.
The Customer is obliged to check and provide any customer-specific content they would like uploaded and published on the eduBITES Learning Experience Platform.
The Customer is responsible for taking the necessary steps to stop unauthorized users from using the Services. To the degree necessary, the Customer shall instruct its staff to follow copyright law for this reason. If the customer suspects that credentials may have been discovered by unauthorized parties, they must notify eduBITES right away.
Additionally, the Customer is in charge of monitoring its employees, particularly the Learners. They are required to make sure they abide by the contract’s applicable to them contract.
The Customer shall ensure the Learners only select secure passwords for access in order to guarantee adequate access protection to the accounts.
When participating in a live online seminar or using the eduBITES Learning Experience platform, each participant is obliged to meet the following minimum requirements and to test them before the live online seminar: – any device with speakers, – a current browser (e.g. Google Chrome, Mozilla Firefox and Microsoft Edge), which supports HTML5 (Web-RTC), – Internet connection (recommended bandwidth: at least 10 Mbit/s). The failure of the technical requirements for which the participant is responsible does not release him from the contractual obligation to pay. If a participant does not report any technical issues during a lecture or live online seminar, participation is assumed to have taken place because we are unable to detect such reports.
It is the obligation of the Customers to make the Name Users aware that all live sessions will be recorded and published on the eduBITES platform for all the client’s employees and that anyone who does not wish to be filmed can switch off their cameras and microphones or choose not to participate.
The Customer may not circumvent or disable security measures set up by eduBITES and may not modify eduBITES’s Digital Learning Content.
The Customer may not use the Services for illegal purposes.
(10) If the Customer becomes aware of disruptions, they must notify eduBITES immediately of any disruptions to the Services and – insofar as it is possible – support eduBITES to a reasonable extent in determining the disruption and its causes as well as its elimination.
It is the duty of the Customer to encourage Learners to complete transfer tasks and ensure that Learners are aware that all responses, solutions, and suggestions submitted as transfer tasks on our Learning Experience Platform will be forwarded to the Customer’s HR representatives if not specifically defined otherwise. eduBITES will only share this information with the Customer; it will not be shared with anyone else internally or externally.
7. Cancellation
Unless otherwise agreed in the offer, the contract shall enter into force on the next 1st day of the month after signature by both Parties and shall have a contractual term of the six-months.
Unless one of the Parties terminates it with four (4) weeks’ notice before to the conclusion of the contract, each six-month contract will automatically be renewed by one (1) year.
The option to end the agreement for a significant reason is unaffected. In particular, if the Customer breaches the contractual terms governing the use of the Learning Experience Platform and the Services, or fails to make required payments despite being reminded and given a grace period, eduBITES may terminate the agreement without prior notice. Any case of termination without notice requires that the other Party be informed in writing and asked to resolve the alleged issue within a reasonable amount of time.
The Customer shall not have the right to utilize the Services following the termination of the Agreement, including the Learning Experience Platform or any of its components.
8. Customer Referencing
The Customer agrees that eduBITES may cite them as a reference customer in press releases, other marketing materials, and on their website. The client may submit a written protest to the naming (email is sufficient).
The customer’s company logo may also be used to indicate the signal. With regard to the name and trademark rights necessary for this purpose, the Customer hereby grants eduBITES a simple, terminologically and spatially unrestricted, non-transferable right of use.
9. Payment
For the provision of the Services, the Customer shall pay a service fee in the amount agreed in the contract.
The service fee is independent of usage and is also due if fewer than the agreed maximum number of Learners register according to purchased User licenses and/or Learners do not use the Service and or less content is being transformed and augmented.
The setup fee shall be payable upon signing of the contract within 14 days after receipt of the respective invoice from eduBITES by the Customer to the business account of eduBITES specified in the invoice. All amounts are subject to the applicable value added tax.
The initial content transformation fee shall be payable 50% upon signing of the contract and the other 50% upon completion of the initial content transformation within 14 days after receipt of the respective invoice from eduBITES by the Customer to the business account of eduBITES specified in the invoice. All amounts are subject to the applicable value added tax.
The monthly license fee as well as usage of services and ongoing content transformation shall be paid before the first of the month for the upcoming month.
10. Accountability for Defects
In accordance with the terms of these GTC, eduBITES guarantees that the Learning Experience Platform and the Services are operationally and functionally ready.
If there are clear terms that the learning content given by the Customer is unlawful and/or violates the rights of third parties, eduBITES is authorized to immediately restrict the content published by the Customer or, in unique circumstances, access to the Learning Experience Platform. A plausible suspicion of illegality and/or a violation of rights exists, especially if eduBITES receives information to that effect from courts, authorities, and/or other third parties. Without delay, eduBITES must inform the Customer of the block and the cause of the block. As soon as the suspicion is proven to be false, the block must be removed.
In accordance with par. 8 of this section, eduBITES’s liability for damages, regardless of the legal basis, including those caused by impossibility, delay, defective or incorrect delivery, breach of contract, violation of obligations during contractual negotiations, and tort, shall be restricted in each instance where fault is relevant.
eduBITES shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless this involves a breach of material contractual obligations. Material contractual obligations are the obligation to provide the Services in a timely manner, their freedom from defects that impair their functionality or usability more than insignificantly, as well as any consulting, protection and custody obligations that are intended to enable the Customer to use the Services in accordance with the contract or are intended to protect the life and limb of the Customer’s personnel or to protect the Customer’s property from significant damage.
Just as eduBITES is liable on the merits for damages under Section 10 (par.3), this obligation is restricted to losses that eduBITES knew or reasonably should have known would result from a breach of contract at the time the contract was signed. Also only compensable are indirect damages and consequential damages resulting from flaws in the Services, provided that such damages are generally anticipated while using the Services as intended.
The aforementioned exclusions and limitations of liability also apply to the executive bodies, attorneys, employees, and other vicarious agents of eduBITES to the same extent.
If there is a case of vis major, eduBITES is not responsible. This is especially true if the availability commitment in section 10 (par.1) of these GTC is broken.
11. Confidentiality
All Confidential Information that one Party discloses to the other Party according to the contract or that one Party receives from the other Party must remain confidential and shall only be used by the Parties to perform the Services.
The Parties must take precautions to prevent unauthorized access to Confidential Information and must treat it with at least the same level of care as they would treat their own equally private information.
Information that does not require confidentiality:
• Prior to being received by the receiving Party from the other Party in accordance with the contract
• The receiving Party has created independently, without using the other party’s confidential information
• The receiving Party acquired the information from a third party who is not subject to limitations on its use or disclosure
• Is made public without the receiving Party’s negligence or involvement
• Which a Party has declared in writing to the receiving Party is exempt from confidentiality.
12. Data Processing
The Parties must abide by all applicable data protection laws. Insofar as the Customer demands particular processing from eduBITES, the Customer is responsible for ensuring that the personal data it is processing is likewise approved.
In accordance with the separate data processing agreement, eduBITES will serve as a processor for the Customer when providing its services.
13. Responsibilities for Errors
Except for the UN Convention on Contracts for the International Sale of Goods, the contract and any agreements made under it are governed by the laws of the Federal Republic of Germany. The registered office of eduBITES is the exclusive location of jurisdiction.
The contract does not include any oral agreements. The contract may only be modified or supplemented by written agreement. Any waiver of the demand for writing form must follow the same rules.
The validity of the remaining elements of the contract will not be impacted by the validity or enforcement of any particular provisions of the contract. A provision that comes as near as practicable to the economic goal of the invalid or unenforceable clause shall be used in its place. The same rules will apply if the Parties later decide that the agreement is defective in some way.
July 2022