The Language of the legal Document is German. The translation is merely a service and is not legally binding.
1. scope of application
These General Terms and Conditions (GTC) are an integral part of all contracts concluded between SYSMANO GmbH and its customers. The business purpose of SYSMANO GmbH is the innovation and optimization of technical products, processes and production facilities, as well as consulting and training in these areas, and quality management. The training is carried out within the framework of classroom courses or through the online offer of the SYSMANO ACADEMY®.
2. conclusion of the contract
A contract between the customer and SYSMANO GmbH can be concluded in different ways.
2.1 Conclusion of the contract in writing after SYSMANO GmbH has submitted an offer
The contract comes into effect with the written acceptance of SYSMANO GmbH’s offer by the customer. The acceptance can be made by mail to: SYSMANO GmbH, Sebastianusstraße 38, D-52146 Würselen, Germany or by e-mail to order@SYSMANO.com.
The customer will be informed about his rights and the general terms and conditions before the contract is concluded. By placing an order, the customer expressly accepts the AGB.
Any changes, additional agreements and assurances of a contract require a written confirmation with a legally binding signature of the parties to be effective.
Only the managing director is authorized to sign for SYSMANO GmbH.
2.2 SYSMANO ACADEMY® online offer
The SYSMANO ACADEMY® products presented online do not represent a legally binding offer, but a non-binding offer. By clicking on the button “Order subject to payment” the customer places a binding order for the goods contained in the shopping cart. The confirmation of the receipt of the order follows immediately after sending the order and does not represent an acceptance of the contract. The order is accepted when SYSMANO GmbH sends the order confirmation by e-mail to the e-mail address provided by the customer. This order confirmation is valid without signature. The contract text for the booked service can be viewed and downloaded by the customer in his learning environment or it is sent to the customer with the order confirmation.
3. Acknowledgement and inclusion of the Terms
As a rule, the GTC are sent to the customer together with the contract offer or the signed contract. The current version of the GTC can be viewed on the SYSMANO GmbH homepage (www.sysmano.com/agb). The version published at the time of the conclusion of the contract shall apply to the parties.
These GTCs apply exclusively. If different terms and conditions are formulated with the customer in the individual offer, these agreements shall take precedence over the GTC.
Any conditions of the customer that deviate from the GTC will only be accepted after SYSMANO GmbH has agreed to the new conditions in writing.
If SYSMANO GmbH or the customer stipulate provisions that deviate from certain points regulated in these GTC, the GTC remain part of the contract.
The GTCs apply to consumers and companies.
Contract language is German.
4. Subject of the contract
The subject of the contract is the provision of consulting services for the development of innovations and optimisations in connection with technical products, production processes and production facilities of the customer. If expressly requested by the customer, the subject matter of the contract also includes the training of employees in these areas and in quality management. The training can take place locally as a classroom event or via the online offers of SYSMANO ACADEMY®.
5. Right of withdrawal
SYSMANO GmbH reserves the right to withdraw from a concluded contract under special circumstances or to reject an offer. This can be done without giving reasons. Special circumstances are, for example, the existence of a conflict of conscience or the lack of the necessary relationship of trust required to provide the service.
Since the services of SYSMANO GmbH are based on the individual professional knowledge and expertise of its experts and trainers, SYSMANO GmbH reserves the right to withdraw from the contract in the event that one of its experts and trainers is prevented from providing the service and no replacement can be procured at reasonable expense. (e.g. sudden illness, death of the trainer).
SYSMANO GmbH further reserves the right to withdraw from a concluded contract in the event of non-payment of the participation fee, in the event of disruptive behaviour on the part of the participant during the course of the training (e.g. insulting course participants, racist remarks, intentional disruption of group work) as well as in the event of misuse of the user account by the participant (e.g. passing on personal user account data).
In the event of cancellation, SYSMANO GmbH’s claims for services already provided shall remain intact. SYSMANO GmbH reserves the right to assert any further damages.
SYSMANO GmbH is entitled to withdraw from the contract if, after the conclusion of the contract, the customer’s financial circumstances have deteriorated significantly, an application for insolvency proceedings has been filed or the customer is in default. The default can refer both to the non-payment of an invoice that has been issued as well as to the customer’s lack of additional work.
6. Cancellation conditions
Cancellations of contractually agreed services must be made in writing by the customer and confirmed in writing by the managing director of SYSMANO GmbH to be valid.
The following regulations apply to the cancellation of services:
The customer always incurs those costs that SYSMANO GmbH has already incurred in reliance on the execution of the contract. These include in particular hotel (cancellation) costs, flight tickets including their cancellation costs and internal preparation costs.
If the cancellation is made up to 30 calendar days before the agreed service date, the customer will not incur any further costs.
If the cancellation occurs between 29 days and 15 calendar days before the agreed date of performance, the customer is obliged to pay an additional 50% of the contractually agreed fee.
If the cancellation occurs 14 calendar days or less before the agreed service date, the customer is obliged to pay 100% of the contractually agreed fee.
For the cancellation of the contracts of the SYSMANO ACADEMY® online offers, the following applies in deviation:
Cancellations of contractually agreed services must be made in writing (by letter to SYSMANO GmbH, Sebastianusstraße 38, D-52146 Würselen, Germany or by email to order@sysmano.com) by the customer and must be confirmed in writing by SYSMANO GmbH.
Cancellations by the customer are possible free of charge up to 7 calendar days before the start of the training. In the event of a later cancellation, the full participation fee is due, but up to 24 hours before the start of the course, the course can be rebooked in accordance with paragraph 23.4. of these GTC.
7. Participation of the customer
SYSMANO GmbH relies on the customer’s cooperation in order to provide consulting and training services. Upon request, the customer undertakes to provide all documents and information required for the execution of the contract in a timely manner, i.e., unless otherwise agreed, at the latest 14 calendar days before the start of the performance date and in full.
The customer’s cooperation services are free of charge, unless otherwise agreed.
If the customer does not fulfil his obligations to cooperate or does not do so in due time within the set period, SYSMANO GmbH is entitled to terminate the contract. In this case, further claims shall remain unaffected.
The technical requirements necessary to use the online offers of SYSMANO ACADEMY® (e.g. a functional Internet connection to the servers of SYSMANO GmbH with sufficient performance and stability, computer/notebook, loudspeakers, headphones) must be provided by the customer. The customer undertakes to provide the information required for the implementation, if necessary free of charge and in a timely manner.
8. Time and place of service
The time and place of service are specified in the offer.
The time of service stated in the contract is not binding insofar as agreed times can only be adhered to if the customer fulfils his obligations (e.g. provision of any documents, cooperation of the customer). The time of performance may change in the event of subsequent requests for changes.
For SYSMANO ACADEMY®’s online offers, the time and place of service are based on the information provided in the online offer.
9. Components of the agreement
The offer countersigned by the contracting parties (i.e. SYSMANO GmbH and the customer) and the general terms and conditions of business are deemed to be integral parts of the agreement.
For the online offers of SYSMANO ACADEMY®, the order placed by the customer, the order confirmation and the general terms and conditions are considered to be integral parts of the agreement.
10. Prices
For all contracts with companies, the prices quoted are final prices. They include the statutory value added tax, which is shown separately on the invoice.
All final prices quoted by SYSMANO GmbH are exclusive of travel and accommodation costs, unless otherwise agreed.
For the online offers of the SYSMANO ACADEMY®, the prices shown there apply.
11. Terms of payment
Payment shall be made by bank transfer to the account shown on the invoice and is payable without deduction within the payment period agreed with the customer.
If no term of payment has been agreed, the invoice amount is due within 14 days of the invoice date without deduction.
The following deviating agreements apply to the SYSMANO ACADEMY® online offer:
SYSMANO GmbH commissions payment service providers (e.g. Stripe, PayPal) to process payments. For this purpose, the customer is redirected to the website of the payment service provider chosen by the customer during the ordering process. The customer makes the payment there, which is then forwarded to SYSMANO GmbH. SYSMANO GmbH or its agents will send a confirmation to the customer after receipt of payment.
12. Copyright
Training documents, trainer guidelines, measurement evaluations, presentations and printed material are protected by copyright and may only be used by the customer after full payment within the scope described in the order.
Unless illustrations are marked otherwise, SYSMANO GmbH holds the rights to them.
SYSMANO GmbH data and the associated documentation are intended for the personal use of the respective participant, who is granted non-transferable permission to use them. Neither the respective participant nor the customer may make both the data and the documentation available to third parties without the prior written consent of SYSMANO GmbH. Copies may only be made for archiving purposes, as a replacement or for troubleshooting. Insofar as originals bear a note referring to copyright protection, this note must also be attached to the copy.
Any use or exploitation of the training documents, trainer’s guides, measurement evaluations, presentations and printed material outside the limits of copyright law is not permitted without the consent of SYSMANO GmbH.
13 Force Majeure
In the event of force majeure, SYSMANO GmbH is entitled to suspend the performance of the contract without judicial intervention, without SYSMANO GmbH being obliged to pay any compensation.
By force majeure, SYSMANO GmbH understands any circumstance as a result of which the customer can no longer reasonably be expected to fulfil the contract. This includes in particular fire, official measures, floods, strikes, work stoppages, lockouts, adverse weather conditions, epidemics, if hardware, software or the Internet or other telecommunications connections are temporarily unavailable or insufficiently available and this is necessary for the execution of the contract, as well as any other situation over which SYSMANO GmbH cannot exercise decisive control, both in SYSMANO GmbH’s company and in the company of third parties.
14. Retention of title
Documents delivered to the customer, such as training documents, trainer’s guides, measurement evaluations, presentations, printed material, remain the property of SYSMANO GmbH until all claims have been paid in full.
15. Brand
SYSMANO®, SYSMANO ACADEMY®, Robustivation® and Organivation® are registered trademarks of SYSMANO GmbH at the German Patent and Trademark Office. Unauthorized use will be legally prosecuted.
16. Warranty
The warranty is based on the legal provisions of the Federal Republic of Germany.
17. Confidentiality
SYSMANO GmbH undertakes to maintain secrecy with regard to internal information of the customer that SYSMANO GmbH obtains in the course of processing the contract. This only applies to the extent that silence must be brought into line with the German Criminal Code.
18. Place of jurisdiction
Place of jurisdiction is Aachen (Germany).
19. Applicable law
The contracts concluded with the customer of SYSMANO GmbH are governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods as well as the conflict of laws rules of private international law are excluded.
20th EU arbitration platform for online dispute resolution OS
As companies offering online services, we are required by the European Commission to provide our e-mail address (order@sysmano.com) and a link to the EU Conciliation Platform for Online Dispute Resolution (OS) in accordance with Art. 14 para. 1 ODR-Regulation. Consumers have the possibility to use this platform for the settlement of disputes. The platform can be found at https://ec.europa.eu/consumers/odr .
We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board. Within the scope of our legal obligation, we would nevertheless like to provide you with the address of the responsible universal arbitration board: Centre for Arbitration e.V., Strasbourg Street 8 in 77694 Kehl am Rhein (www.verbraucher-schlichter.de).
20. EU Conciliation Platform for Online Dispute Resolution
As companies offering online services, we are required by the European Commission to provide our e-mail address (order@sysmano.com) and a link to the EU Conciliation Platform for Online Dispute Resolution (OS) in accordance with Art. 14 para. 1 ODR-Regulation. Consumers have the possibility to use this platform for the settlement of disputes. The platform can be found at https://ec.europa.eu/consumers/odr .
We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board. Within the scope of our legal obligation, we would nevertheless like to provide you with the address of the responsible universal arbitration board: Centre for Arbitration e.V., Strasbourg Street 8 in 77694 Kehl am Rhein (www.verbraucher-schlichter.de).
21. Data protection
SYSMANO GmbH’s privacy policy is available on the homepage at https://sysmano.com/datenschutz/ and is not separately regulated within the framework of the GTC. If you have any questions, please contact us at datenschutz@sysmano.com.
22. Limitation of liability
SYSMANO GmbH shall only be liable for the breach of contractual obligations if these are caused intentionally or by gross negligence.
The forms and documents used by SYSMANO GmbH are sample templates. The results / data calculated with these are for illustrative purposes only and do not represent a guaranteed property in the legal sense. SYSMANO GmbH accepts no liability for any damage arising from the use of the forms / documents. In particular, SYSMANO GmbH does not accept liability for personal injury, property damage or financial losses that are directly related to the use of the data as consequential damages.
As far as other services or consulting services are subject of the contract, the services are only provided within the scope of a service contract. Beyond this, SYSMANO GmbH is not liable for a specific success.
Claims for damages due to non-performance due to force majeure or in the event that one of its experts and trainers is prevented from performing the service for health reasons and no replacement can be procured with reasonable effort, are excluded.
SYSMANO GmbH is not liable for the loss or theft of items brought by the participants of the seminars. The seminars are prepared and conducted in accordance with the current state of the art. SYSMANO GmbH accepts no liability for the use of the knowledge acquired.
Insofar as SYSMANO GmbH is obliged to pay damages due to gross negligence on the part of its organs, the claim is limited to compensation for the damage that was foreseeable at the time the contract was concluded.
23 Special conditions for the use of the online offers of SYSMANO ACADEMY®.
23.1 User account
In order to use the SYSMANO ACADEMY® online offer, it is necessary to create a user account. For this user account it is necessary that the respective participant maintains a valid e-mail address that is only accessible to him/her. This serves to identify the participant and to identify his access rights in the SYSMANO ACADEMY®. The customer names the participant(s) to SYSMANO GmbH. Each participant receives a personal user account, which is used for all online offers of the SYSMANO ACADEMY® booked for him.
The e-mail address on which the user account is based can only be changed by the customer. This is only possible once every 6 months and is done by an email support@SYSMANO.com. Until the new e-mail address is approved, the old user account remains valid.
23.2 Blocking the user account
SYSMANO GmbH is entitled to block the user account of the participant without giving reasons if the services offered are not used for a period of 4 years. For the purposes of these GTC, use in the sense of these GTC is understood to be the one-time access and successful login to the user account. In case of imminent blocking, the user will be informed by e-mail to the e-mail address stored in the user account with a notice period of 1 month.
Every customer is entitled to have user accounts deleted at any time and without giving reasons. For this purpose, the customer shall contact the user account to be deleted by sending an e-mail to support@SYSMANO.com . After the deletion the customer will receive a confirmation. Participants can delete their user account themselves via the settings in the “User Account” section. Afterwards, access to the purchased services of the SYSMANO ACADEMY® is no longer possible.
Deletion of the user account does not release the customer from the payment obligation.
23.3 Obligations of the participant
The participant assumes responsibility for ensuring that the access data for the SYSMANO ACADEMY® is not made available to third parties and is personally liable for all damages and disadvantages that SYSMANO GmbH incurs as a result (e.g. fraudulent use of services by passing on user account data).
Furthermore, the participant is obliged to take appropriate measures to ensure that SYSMANO GmbH does not suffer any damage or disadvantages as a result of the misuse of the user account (e.g. installing malware).
23.4 Rebooking / cancellation of courses
In case of course rebooking by the customer, the already booked course will be cancelled. This cancellation can only be made up to 24 hours before the start of the course. After that time, a cancellation is excluded.
In the case of a cancellation within the deadline of 14 calendar days before the start of the course and a payment already made, the customer can choose between a voucher or a refund of the payment. The refund will only be made non-cash to the account from which the payment was made.
In the event of a cancellation within a period of less than 14 calendar days up to 24 hours before the start of the course, the customer will receive a voucher in the amount of the participation fee already paid, which can be redeemed for all SYSMANO ACADEMY® online offers.
If a course is not held by SYSMANO ACADEMY® on the originally announced date but on another date or if a course is cancelled completely, the customer can choose, if payment has already been made, between a voucher amounting to 110% of the original payment or a refund of the payment. The refund will only be made non-cash to the account from which the payment was made.
The vouchers can be used for the entire SYSMANO ACADEMY® offer within 36 months from the date of issue. A cash payment, even of remaining amounts, is not possible.
23.5 Rights of use
With the creation of a user account and full payment of the fees, the participant is entitled to view and use all contents of the SYSMANO ACADEMY® online offer chosen by him for his personal use. Downloading the videos included in the course as well as passing on the course materials to third parties is prohibited and will be prosecuted.
23.6 Disclaimer of liability
It may happen that the SYSMANO ACADEMY® and the associated services are temporarily unavailable due to maintenance work. Planned maintenance work will be announced in good time (7 days in advance) at the SYSMANO ACADEMY® by e-mail to all registered participants. In the event of unplanned, necessary maintenance work, this will be announced at short notice on the SYSMANO ACADEMY® website. SYSMANO GmbH does not accept any guarantee for damages or consequential damages caused by this.
Furthermore, SYSMANO GmbH has no influence on the websites linked in the SYSMANO ACADEMY® and is not liable for their content and correctness.
23.7 Right of withdrawal
If the customer is a consumer, he has the right to revoke the contract according to the following regulations. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor their independent professional activity.
A consumer has the right to revoke the concluded contract within fourteen days without giving reasons. The revocation period is fourteen days from the day on which the contract was concluded (see paragraph “2.Conclusion of the contract” of these GTC).
The right of withdrawal expires as soon as the contract has been completely fulfilled, i.e. the SYSMANO ACADEMY® course booked online has been completed as planned.
The declaration of cancellation is to be sent in writing to SYSMANO GmbH, Sebastianusstrasse 38, 52146 Würselen or as an e-mail to the e-mail address order@sysmano.com.
The customer can use the following sample for his revocation. However, this is not an obligation. It is sufficient if the customer clearly states that he is revoking the contract.
The revocation period is deemed to have been observed if the consumer sends his revocation declaration in due time before the expiry of the revocation period.
23.8 Consequences of the revocation
After successful cancellation, the consumer will be reimbursed the remaining amount within 14 days, minus the services already rendered within the cancellation period (e.g. course preparation by the trainer and materials) and costs incurred. The repayment period begins on the day on which SYSMANO GmbH receives the cancellation.
Repayment is made non-cash only to the account from which the payment was originally made. The consumer will not be charged any bank transfer costs for the repayment.
23.9 Sample revocation declaration
Below you will find the sample revocation form required by law.
This sample revocation form is also available here as a PDF document.
23.9 Sample revocation declaration
Below you will find the sample revocation form required by law.
This sample revocation form is also available here as a PDF document.
24. severability clause
Should one or more provisions of these GTC be invalid or be declared invalid, the remaining provisions shall not be affected.
Würselen the 19.04.2020
Dr. Wilhelm Claussen (Managing Director)
