1. The subject matter, conclusion of the contract
- These general terms and conditions of business apply for all training and certification programs delivered by Spryker Systems GmbH.
- Only these general terms and conditions of business apply. Terms and conditions of business of those receiving training or taking a certification examination (subsequently referred to as participant) do not apply, even if not explicitly stated by Spryker Systems GmbH.
- The terms and conditions presented in this document also apply if Spryker Systems GmbH knowingly renders services due that are in conflict with the participant’s terms and conditions of business.
- Participants must register in advance to take part in Spryker Systems GmbH trainings or certification exams. Registration consists of filling out a form, either by hand or online, that is provided by Spryker Systems GmbH. Registration also includes selecting the training session the participant intends to attend or the respective certification exam. The current Spryker Systems GmbH Technical Training Course Catalog provides a list of training services and certification examinations offered by Spryker Systems GmbH.
- Spryker Systems GmbH will then submit a written quote of the selected services to the participant. The contract only takes effect once the participant has confirmed the quote in writing.
2. Conducting training
- Spryker Systems GmbH is responsible for conducting training or for contracting a third party to conduct training and is free to choose any consultant for such purposes. Spryker Systems GmbH is entitled to transfer the duties of the contract to a third party to perform and to change the contents of training sessions as long as the objective of the training is not compromised. Spryker Systems GmbH may cancel training, change the date or time of training or designate the training location with advance notice.
- Spryker Systems GmbH will make every effort to provide the participant with all important knowledge during training sessions, as per the training plan and the current training documents.
- Spryker Systems GmbH will conduct training on its own premises, on the participant’s premises, or at another mutually agreed upon location. Training is to be conducted during the dates specified by Spryker Systems GmbH in the quote and confirmed by the participant.
- If training takes place on Spryker Systems GmbH premises, participants are responsible for incidental expenses (travel, accommodation, additional meals, etc.).
- If training takes place on the participant’s premises, the participant will provide the infrastructure necessary for training especially desks and computers and is responsible for obtaining Internet connections if required. The participant will also pay the travel expenses of the trainer.
- Participants attending courses that are declared as certification courses will be eligible to take a certification exam.
- The price of one certification examination entitles one participant to take one certification exam, independent from the result of the respective test.
- Before the examination, the participant must identify himself or herself by showing a valid passport.
- The use of any aids besides the certification software is forbidden during the certification examination. If the participant uses any other software, data, documents or persons, the examination will be stopped, and the results of the examination will be not passed. The participant must pay the full certification fee, no refund.
- Within 48 hours after the end of the examination, Spryker Systems GmbH will inform the participant of the examination results.
- After passing the examination, the participant will receive the Spryker Systems GmbH Certification Kit (certificate, digital logos) by mail within three weeks.
- After a successful certification exam, the participant has the right to use the Spryker Systems GmbH Certified title and logos for a period of 18 months. This time can be prolonged only by successfully passing another certification examination.
4. Compensation and terms of payment
- Costs covered by the participant will be specified in writing in the contract and will include additional sales tax as required by law. If the parties do not specify the amount of compensation, the Spryker Systems GmbH price list in effect at the time of conclusion of the contract will apply.
- All fees are due upon receipt of an invoice and must be paid in full within 10 days. Sales tax as required by law will be included in all prices and indicated on the invoice.
- If the participant is in arrears, the statutory default interest shall apply. Payments by the participant shall only have been made when Spryker can dispose of the payment amount without reservation.
The participant is in default if he/she does not pay following receipt of a reminder sent by Spryker Systems GmbH once the due date has been reached. The legal regulation, which automatically takes effect 30 days after default on an invoice, remains valid.
5. Termination by Spryker Systems GmbH
- Spryker Systems GmbH is entitled to terminate this contract if excess or insufficient registration cannot guarantee proper or economically feasible training or certification. Spryker Systems GmbH is also entitled to terminate the contract due to instructor illness, technical reasons, or other reasons beyond Spryker Systems GmbH's control.
- Before exercising this right to termination, Spryker Systems GmbH will make every effort to reschedule training or certification examination, with the participant's consent. In case of rescheduling, the contract will remain in effect and will be amended with the consent of both parties. If the parties cannot agree on the amendment to the contract, the contract will be terminated, and any fees paid by the customer will be reimbursed.
6. Termination by the customer
- If the participant is unable to attend, the customer is entitled to designate another representative from his/her company to participate in the training or certification before the training begins. The customer will incur no additional costs.
- The participant is entitled to terminate the contract via written notice at any time.
- The participant must not pay any fees if Spryker Systems GmbH receives notice of termination on or before the 10th business day before the first day of training or certification date. The participant must pay 50% of the agreed costs if he/she terminates the contract between 9 and 5 business days before the first day of training or certification. The participant must pay 100% of the costs if he/she terminates the contract within 5 business days of the first day of training or before the certification examination.
- If the participant wishes to change the training date set in the contract without canceling the entire contract, Spryker Systems GmbH must receive written notice at least 5 business days before the first day of training. The participant will incur no additional costs, and the contract will be amended with the consent of both parties. If Spryker Systems GmbH receives such notice within 5 business days of the first day of training or the certification exam, the participant must pay Spryker Systems GmbH 50% of the agreed-upon costs as a processing fee.
- Rights to further claims are reserved by Spryker Systems GmbH. This especially concerns cancellation costs for travel already booked to the customer's premises or to any other agreed-upon location.
7. Right to training documents, software
- All training documents are intended for the exclusive personal use of the participant.
- The participant recognizes Spryker Systems GmbH’s copyright and therefore the exclusive distribution rights and right of use of training documents and course content.
- Spryker Systems GmbH gives the participant the single and non-transferable right to use training documents and course content for purposes stipulated in the contract.
- The participant is not allowed to reproduce the training documents, in particular, to process them in electronic systems, duplicate, or modify them in any way, or distribute them in any form to third parties. All embedded knowledge and teaching systems provided by Spryker Systems GmbH to the participant on data storage media or made available on electronic networks are considered training documents.
- The participant is obligated to keep confidential all business and company secrets made known to him/her during training. This obligation is not limited to the training period. The participant may not share these with a third party or use them for his/her own purposes without written permission from Spryker Systems GmbH.
- The participant may not conduct any internal or external training or certification exams on Spryker Systems GmbH products without written permission from Spryker Systems GmbH.
- Spryker Systems GmbH is only liable to the participant, regardless of legal grounds, for wilful misconduct or gross negligence on the part of Spryker Systems GmbH itself or its employees.
- Spryker Systems GmbH is only liable for slight negligence if provisions of the contract, which have particular importance for achieving the purpose of the contract and can, therefore, be considered to be fulfilled, are violated. In this case, liability for damages, consequential harm caused by a defect, not specified in the contract is excluded. Liability is limited to the amount specified in Spryker Systems GmbH’s liability insurance for one single case of damage.
- Contractual claims for damages by the participant against Spryker Systems GmbH are subject to a limitation period of six months from the date on which the right arose, notwithstanding shorter legal limitation periods.
- In the case data loss, Spryker Systems GmbH is only liable for the costs of necessary reconstruction from back-up copies.
- The participant must obtain prior written permission from Spryker Systems GmbH to transfer all rights stipulated in the contract. The law of the Federal Republic of Germany, excluding the UN sales law, applies for all claims arising from the contract.
- Changes and supplements to these terms and particularly warranties and agreements must be specified in writing to serve as point in controversy. Oral agreements are not valid. The conclusion of the Agreement, as well as changes by the parties can be made using the DocuSign program and thus meet the requirements pursuant to Sentence 1.
- Berlin, Germany, is the place of jurisdiction for all disputes arising from the contract, as long as the contract is awarded by a Vollkaufmann (merchant who has been entered in the Handelsregister / Commercial Registry as a merchant) on the basis of his/her commercial trade or by a public law entity.