General Business Terms and Conditions of RCS GmbH
These General Business Terms and Conditions („AGBs“) apply for all contracts, deliveries and other performances by RCS GmbH, (address), (hereinafter also referred to as „RCS“), in dealings with its Customers. All and any deviating business terms and conditions of the Customer are hereby rejected. RCS shall only recognize any such deviating terms and conditions if they have been expressly agreed in writing.
The “AGBs” consist of General Terms and Conditions (Section I.), Special Terms and Conditions for Business Consultancy (Section II.), Training and/or Seminar Arrangements (Section III.) and the Online Shop (Section IV.). The Customer is able to download and print the aforesaid “AGBs” under www.rcs-online.com/agb or to submit a written request by means of an e-mail to email@example.com.
I. General Terms and Conditions of Business
§ 1 General
(1) RCS’ offers are specifically not directed to consumers within the meaning of Section 13 of the German Civil Code (BGB). Upon the conclusion of a contract, the relevant Customer confirms that the services to be provided by RCS or the documents to be provided by RCS are being commissioned or acquired for his/its commercial or freelance activities.
(2) All ancillary agreements are to be confirmed in writing; individual agreements shall always have priority.
(3) Business relationships between RCS and its Customers are governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UN-Kaufrecht).
(4) The exclusive legal venue for all disputes in connection with the present contract is Königstein, Germany, if the Customer is a trader, a legal entity under public law, a public-law fund or has no legal venue in Germany. RCS shall also be entitled to bring legal action against the Customer at its general legal venue.
§ 2 Turnover Tax and Payment
(1) Unless otherwise stated, the agreed fees and/or prices are net prices plus value-added tax.
(2) Unless otherwise agreed, payment obligations of the Customer are due for settlement within 14 days after the invoice date. If a Customer is in arrears with his/its payment obligations, RCS shall be entitled to insist on damages and/or to withdraw from the Contract in accordance with the relevant legal regulations.
(3) RCS shall always provide the Customer with an invoice. Upon the acquisition of documents relating to the Online Shop, RCS shall also be entitled to transmit invoices by e-mail as a pdf-data file.
§ 3 Liability
(1) RCS shall be liable for property and legal defects in accordance with the relevant legal regulations.
(2) Damage compensation claims extending beyond liability for property and legal defects, may only be enforced by a Customer against RCS in the event of willful intent or gross negligence. The aforesaid liability exclusion shall not apply in the event of an impairment to life, body or health or in the event of a breach of major contractual obligations. The amount of RCS’ liability shall be limited to typically foreseeable damages when the contract was concluded.
(3) Liability under the German Product Liability Act and other compulsory legal regulations shall remain unaffected.
§ 4 Offsetting and Retention Right
The Customer shall only be entitled to exercise a retention right if the relevant counterclaims are recognized by RCS or recognized by declaratory judgment. The Customer shall only be entitled to exercise a retention right insofar as his/its counterclaim is based on the same legal relationship.
§ 5 Data Protection
(1) The Customer is aware and in agreement that personal data required for the execution of the relevant order may be stored by RCS on data carriers. The Customer expressly agrees with the collection, processing and use of his/its personal data. Personal data stored by RCS shall naturally be treated in confidence. The collection, processing and use of personal data relating to the Customer shall be effected in accordance with the Federal German Data Protection Act (BDSG) and the Telemedia Act (TMG).
(2) With the prior express consent of the Customer, personal information may also be used in order to acquire information on products, marketing measures and other services.
(3) The Customer shall be entitled to refuse to give its consent at any time as far as the future is concerned. In this case, RCS shall be obliged to immediately delete all and any personal data relating to the Customer. If there are any ongoing contractual relationships, these shall be deleted after they have expired.
II. Special Terms and Conditions relating to Management Consultancy Services
§ 6 Commissioning and Establishment of an Assignment Termination
(1) The assignment, approach, type of working results and compensation shall be specified by means of a written agreement to be concluded between RCS and the Customer. All and any amendments, supplements or extensions of the assignment specification, the relevant approach and the type of working results must be the subject matter of a written agreement.
(2) The services of RCS shall be performed when the necessary analyses and the resulting conclusions and recommendations have been processed and explained to the Customer. It is irrelevant whether and when the Customer implements the conclusions and/or recommendations.
§ 7 Duties and Obligations of the Customer
(1) The Customer undertakes to assist the work to be carried out by RCS. In particular, the Customer shall gratuitously comply with all prerequisites pertaining to its sphere of operational activities and which are necessary for carrying out the necessary work or services. If the reasonably requested prerequisites are withheld, the Customer shall compensate RCS for the documented unoccupied time involved separately.
(2) The Customer shall undertake not to recruit or commission employees or vicarious agents of RCS engaged in connection with the execution of consultancy services within a period of 24 months after the end of their respective collaboration.
§ 8 Duties and Obligations of RCS
RCS is obliged to treat all information concerning operational and business secrets of the Customer in confidence and shall arrange for a corresponding covenant statement to be signed by its employees and/or vicarious agents upon request. If one of the employees or vicarious agents fails to comply with the aforesaid obligation, RCS shall assign the recourse entitlements to the Customer which are lodged against the employee or vicarious agent.
§ 9 Protection of Working Results
All reports, plans, designs, summaries and calculations produced by RCS may only be used for the contractually agreed purposes. Each and every non-contractual utilization of the aforesaid performances, especially their publication, shall require the prior written consent of RCS. This shall also apply even if the work performed fails to comply with special legal rights and, in particular, with the relevant copyrights.
III. Special Terms and Conditions relating to Training and Seminars
§ 10 Reservation of Training and Seminar Functions
(1) If the Customer reserves his/its participation in training and seminar functions through the Web portal under www.RCS.com, a contract shall materialize when RCS issues a written confirmation of the Customer’s participation; with the aforesaid confirmation, the registration shall then be binding for both parties. The Customer shall receive the invoice together with his/its participation confirmation.
(2) In the case of other reservation procedures, e.g. by telephone, e-mail, letter or fax, RCS shall forward an offer to participate in the requested training or seminar function which the Customer is able to accept in a text form within 1 week. With the aforesaid confirmation by the Customer, the registration shall be binding for both parties and the relevant invoice shall then be forwarded to the Customer.
(3) On account of the limited number of participants – and in the interest of Customers – individual applications shall be processed and taken into account in the sequence of their receipt.
(4) The trainers engaged by RCS for executing training and seminar functions act exclusively on behalf of and in the name of RCS during the execution of the training and seminar functions. Within a period of 24 months after the end of the training and/or seminar functions, supplementary, follow-up and new assignments with the trainers shall be executed exclusively through RCS.
§ 11 Prices for Training and Seminar Functions, Cancellations and Rebookings
(1) The prices stated in the course programs or in the online-portal apply for participating in training and seminar functions, or individually agreed prices in the case of special company functions, for example.
(2) The participation charge is due within 5 days of receipt of the relevant invoice but in all cases before the commencement of the relevant function. If the participation charge has not been paid by the commencement of the function in question, participation shall unfortunately not be possible. An early reservation discount shall only be granted if both the reservation and payment are made by the specified dates.
(3) Prices include training services, training documents in German or English based on their availability and a midday meal (in the case of daily training sessions) and break beverages unless specified otherwise. The participants will also receive a written participation confirmation and, if the relevant examination is duly passed, a certification deed. Other costs incurred in connection with the training, e.g. accommodation and travelling expenses, shall be borne by the participants themselves. Any non-appearance, or just a temporary participation in a particular function, shall not entitle the participant to reduce the participation charge accordingly.
(4) If a participant does not participate in a training or seminar function and if the Customer is able to document this by means of a medical certificate, the Customer shall be entitled to a gratuitous transfer to a training session with the same course designation on the next available date. No later than 14 days before the commencement date of the function in question, participants shall also be able to submit a written cancellation of their participation in training or seminar functions as follows:
- the cancellation is cost-free if it is submitted 28 or more days before the commencement of the function in question; any participation charges already paid shall be reimbursed by RCS;
- if a cancellation is submitted between the 27th calendar day and the 15th calendar day before the commencement of the function in question, 50 % of the participation charge shall be due; any participation charges already paid shall be reimbursed by RCS;
- in the event of a later cancellation, the whole participation charge will be levied.
(5) A Customer may transfer a registration to another member of his company at any time.
(6) For a processing charge of € 100.00 plus VAT, a Customer shall also be entitled to transfer a registration to one other RCS function within the following six months. Any different participation prices shall be duly settled.
§ 12 Execution of Training and Seminar Functions, Non-Acceptance and Cancellation
(1) The function location is stated in the current training specification or in the confirmation letter or, in the case of company functions, in the offer or order confirmation. Any transfers of the training location are hereby reserved. The minimum number of participants is 4 unless otherwise agreed.
(2) RCS reserves the right to cancel confirmed functions for organizational or any other important reasons (e.g. in the event of an insufficient number of participants) up to two weeks before the scheduled commencement of the function in question. RCS shall, in this case, make every effort to offer alternative sessions. In the event of a rejection or cancellation of a function, e.g. attributable to force majeure, RCS shall immediately inform the participants and shall refund the participation charges already paid; no additional claims may be levied.
§ 13 Training Document Copyrights
All copyrights and other proprietary rights relating to training documents, including translations, reprints and duplications thereof, shall remain with RCS. Without the prior written consent of RCS, no user may reproduce, copy, distribute or publicly disseminate training documents in whole or in part and in any form whatsoever, nor for tuition purposes.
IV. Special Terms and Conditions relating to the Online-Shop
§ 14 Contract Conclusion and Execution
(1) In the Online shop, RCS offers various documents for downloading purposes under www.rcs-online.com. Detailed information on the available print layouts is to be found by Customers in the product specifications. Customers are able to collect and subsequently order their selected documents in a virtual basket of goods. Before an order is formally placed, the Customer receives a summary of the ordered goods and the relevant turnover tax and is able to verify and correct the order for its factual correctness, particularly as far as the relevant prices and quantities are concerned. RCS shall then send an order receipt confirmation to the Customer by e-mail.
(2) RCS has prepared the texts, graphs and photographs included in the documents to the best of its knowledge and belief. Taking due account of the relevant laws and legal regulations. The final examination and assessment of the contents for the scheduled use in each particular case is the responsibility of the Customer; this also particularly applies with regard to any possible change in the operational and legal situation when the aforesaid are used, together with any amendments or supplements made by the Customer.
(3) A license agreement shall materialize when RCS confirms the Customer’s order in writing or when RCS has made the data file available to the Customer for downloading purposes.
(4) The Customer is able to download the data files after the agreed price has been remitted to RCS.
§ 15 Price, Despatch Costs and Payment
(1) The prices specified in the online shop apply. No packaging or despatch costs are payable; additional downloading costs may, however, be incurred for transmitting the data files through the Internet.
(2) The Customer may select between a PayPal payment and a payment by bank transfer:
- in the event of a PayPal payment, the Customer will be automatically transferred to the PayPal page during the order processing stage and shall make his/its irrevocable payment there. After being transferred back to the shop page, he/it then completes his/its order and receives the download link with the automated order confirmation.
- if payment is made by bank transfer, the Customer receives the link for downloading the products after receipt of the e-mail remittance confirmation by RCS from the bank. Payment by bank transfer is due 1 week after conclusion of the relevant contract.
§ 16 Grant of Usufructuary Rights
(1) The documents offered by RCS in the online shop are subject to copyright law in accordance with the German Copyright Act (UrhG), with this applying both in the original and also in any amendment. The Copyright Act applies in respect of the relevant texts and pictures and also to the layout and design. RCS reserves the right to protect the data files against any inadmissible onward transmission by means of hidden programming codes.
(2) Upon receipt of the full settlement of the agreed price, RCS shall assign the non-transferable and non-exclusive right to use the data files received for business purposes including the relevant texts and pictures with the aforesaid being unlimited in terms of time and geographical scope. The Customer is simultaneously entitled to store the received data files on his/its computer and to process and print the aforesaid individually. The granted usufructuary right shall not allow the Customer to transmit the documents in an unamended or amended form to third parties, neither for a compensation nor gratuitously. The granted usufructuary right shall also not permit the Customer to use the documents in the Internet or any other media.
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