Special terms for Training Courses, Webinars and Conferences
held by
OMICRON electronics GmbH
6833 Klaus, Austria
(hereinafter referred to as "OMICRON”)
January 2012
1. Validity
1.1. The following special conditions shall apply to all contracts, offers, and services provided by OMICRON in respect of training courses, webinars and conferences (hereinafter referred to in summary as “services”). In addition to these special provisions, OMICRON’s general sales conditions shall apply at all times;
1.2. The general terms of business of the Client or of third parties shall not apply, even where OMICRON does not separately contradict their validity in individual cases. Even where OMICRON makes reference to a written document that contains the terms of business of the Client or of a third party, this shall not constitute any agreement to the applicability of those terms of business.
1.3 These special provisions shall apply only in respect of businesses.
1.4 In all cases the Client shall be responsible for providing its information correctly, accurately and in full.
1.5 OMICRON distinguishes between the following types of services: Scheduled training courses are advertised on the website (web shop) and are held as open seminars for all interested parties. Customized training courses are held to order for individual clients and designed for an individually agreed scope and content. Additionally, webinars are conducted via an Internet platform. These webinars may be of two types, either recorded webinars or live webinars. Recorded webinars are available for download from our website. Live webinars are advertised in the same way as regular training courses and are held as open online seminars. Conferences are defined by OMICRON as events designed to facilitate a specific exchange of experience between specialists, for example user conferences, symposia and workshops in which not only OMICRON but also third parties may speak.
2. Offer and conclusion of contract
2.1. All offers by OMICRON are non-binding and subject to change, except where they are expressly indicated as binding or contain a specific term of acceptance.
2.2. Orders shall be placed in writing by post, fax, e-mail or via the web shop. OMICRON may confirm acceptance of the order within 14 days of its receipt, likewise in writing by post, fax or e-mail. An order shall not be considered to be granted validity until the time at which OMICRON confirms acceptance.
2.3 Irrespective of the location of the event or the employees who conduct it, the contractual partner shall be OMICRON. For certain services, however, a company affiliated to OMICRON electronics GmbH, Klaus, Austria, shall be involved in the transaction. This will be evident no later than at the confirmation of registration. In this case the Client shall have the right to withdraw from the contract within five days of receipt of the registration confirmation, otherwise the different contractual partner shall be deemed to be accepted.
2.4 The legal relationship between OMICRON and the Client shall be solely governed by the contract agreed in writing (hereinafter the Individual Agreement), including these general terms of business. The Individual Agreement shall reproduce in full all agreements between the contracting parties in respect of the object of the agreement.
2.5 No subsidiary agreements to this Agreement have been made. Additions and amendments to the Individual Agreement, including these general terms of business, shall require the written form in order to be effective. Transmission by telefax shall be sufficient to meet the requirement for the written form. The use of electronic telecommunications, in particular transmission by e-mail, shall not be deemed to observe the written form.
3. Offer and conclusion of contract
3.1. The descriptions of the services on the website are for information only. By registering, the Client makes a contractual offer. OMICRON shall notify the Client electronically if the contractual offer cannot be accepted. The Client shall undertake to pay the price stated in the invoice in full within the term set out in point 8.2. The Client accepts to receive notifications in respect of fulfilling the contract by e-mail.
3.2. To maintain the high level of training quality, the number of participants in all training courses is limited. Registrations shall be accepted in the order in which they are received.
3.3 Information concerning withdrawal, cancellation or alterations to agreements for regular training can be found in point 9.5.1
4. Customized training courses
4.1. For training courses that are carried out abroad, OMICRON is entitled, in the event that safety considerations (especially travel warnings) are present, at its discretion either to withdraw from the contract or to agree a new date for the event with the Client.
4.2. The Client shall support the services to be provided by OMICRON through appropriate acts of cooperation that arise particularly, but not exclusively, from the Individual Agreement.
4.3 Information concerning withdrawal, cancellation or alterations to agreements for customized training can be found in sections 9.5.2 and 9.6.
5. Webinars
5.1. Webinars are offered free of charge at the time at which they take place. Where this offer of webinars may demand too high a performance, however, OMICRON reserves the right to restrict or suspend this free service.
5.2. The Client receives login data to allow him access to a particular webinar. Under no circumstances may such login data be passed to another party. The login data is for the exclusive use of one participant on one computer, to allow him to view, download or participate in a webinar. Downloaded data and the login data may not be passed to third parties.
5.3 No legal entitlement exists in respect of a webinar being held.
5.4 The webinar service includes a function that allows audio, documents and other materials that may be shown or exchanged during the event to be recorded. By participating in a webinar, the Client automatically agrees to such a recording being made. Should the Client not wish to be involved in the recording, this issue should be resolved with OMICRON in good time in advance of the webinar, or else the Client should not participate in the webinar.
6. Customized training courses
6.1. Information concerning withdrawal, cancellation or alterations to agreements for conferences can be found in point 9.5.1
6.2. The Client agrees that (i) OMICRON is entitled to make photographic and/or film recordings of him during conferences and to make audio recordings and to use these individually or together for advertising and marketing purposes, public relations or other commercial or business purposes; (ii) OMICRON is entitled to use the above-mentioned photographs and recordings for the stated purposes in Austria and abroad; (iii) to indemnify and hold harmless OMICRON, a subsidiary company related to it or other affiliated company, their management, employees and customers, and commissioned advertising agencies, their management and employees from claims of any kind in relation to the use of these photographs and/or sound recordings.
7. Scope of services
7.1. OMICRON provides its services primarily, but not exclusively, according to the following standards:
7.2. The content, quality and scope of the services to be provided by OMICRON can be obtained from the Individual Agreement.
7.3 Prices charged for training or conferences do not include other costs such as those for overnight stays, parking etc., unless stated otherwise in the Individual Agreement.
7.4 OMICRON reserves the right to modify the content of any service program in order to adapt it to the state of the art, even without prior notice being given. This may lead to deviations arising from the Individual Agreement and from the course program.
7.5 Except where stated otherwise in the Individual Agreement, OMICRON uses exclusively its own systems for training purposes. Where the Individual Agreement stipulates the use of the Client’s systems for training purposes, it shall be the responsibility of the Client to implement suitable and adequate protection mechanisms to protect these systems against destruction or damage and from loss of data and similar mishaps. OMICRON accepts no obligation to check for such protection.
7.6 The Client is prohibited from extracting, copying, translating or reverse developing any software or documents or parts thereof made available to him for training or conference purposes. OMICRON likewise prohibits the Client from any utilization of this software, documentation or parts thereof that has not been expressly permitted in the Individual Agreement. The documentation also includes all the electronic knowledge products and learning systems given to the participants or made available via the Internet or by other means.
7.7 All rights to the documents, teaching materials and software used in each particular service are reserved by OMICRON.
8. Prices and payment
8.1. All prices are for the scope of services specified by OMICRON in the Individual Agreement. Additional or special services shall be invoiced separately by OMICRON. Prices are quoted as net amounts excluding the statutory sales tax (e.g. VAT) applicable on the day on which the service is delivered.
8.2. Invoice amounts must be paid by the Client by no later than 30 days from receipt to a bank account specified by OMICRON except where otherwise agreed in the Individual Agreement. The time of payment shall be the time of receipt of the funds by OMICRON.
8.3 Offsetting of payments by counterclaims of the Client or the withholding of payments owing to such claims shall only be permitted where the counterclaim is undisputed by OMICRON or has been established in law.
8.4 OMICRON is entitled to provide further services only against prior payment or collateral security if, following conclusion of the contract, circumstances become apparent that significantly reduce the creditworthiness of the Client and through which the payment of the open claims of OMICRON in respect of the contractual relationship with the Client (including other individual agreements covered by the same framework agreement) is jeopardized.
8.5 OMICRON is entitled to demand appropriate cost advances and/or to issue partial invoices for services already provided. Partial invoices need not be designated as such; the receipt of an invoice does not mean that OMICRON has thereby billed for the order in full
9. Withdrawal, cancellation and changes to orders
9.1. OMICRON is entitled to withdraw from the contract if the service has to be canceled owing to illness of the trainer, if the minimum number of participants is not reached, for technical reasons or for other reasons beyond OMICRON’s control or where a creditworthiness check conducted by OMICRON yields a negative result.
9.2. Before exercising the right to withdraw, OMICRON shall endeavor to provide another suitable employee to provide the service or to reschedule it for another date agreed with the Client.
9.3 OMICRON shall notify the Client of any such changes immediately.
9.4 In the event of withdrawal, funds paid in advance for services that are canceled shall be refunded. There shall be no further rights or claims of the Client as a result of the withdrawal.
9.5 Except where stated otherwise in the Individual Agreement, OMICRON uses exclusively its own systems for training purposes. Where the Individual Agreement stipulates the use of the Client’s systems for training purposes, it shall be the responsibility of the Client to implement suitable and adequate protection mechanisms to protect these systems against destruction or damage and from loss of data and similar mishaps. OMICRON accepts no obligation to check for such protection.
9.5.1 For scheduled training courses and conferences: Since places on regular training courses and conferences cannot be filled at short notice, we reserve the right to apply a charge of 50% of the total cost for cancellations received in writing between 28 and 14 days before the start of the event and of 100% for cancellations received later. The Client is however entitled to nominate a substitute participant at no cost. Should it be necessary, after registration has been confirmed, to reschedule a regular training or conference for reasons beyond OMICRON’s control, the participants shall be entitled to withdraw their registration at no cost within a period of three weeks of notification.
9.5.2 For customized training courses: Dates for customized training courses may be canceled by the Client free of charge up to 90 days before the start of the event. For cancellations up to 30 days before commencement of training we shall apply a charge of 25% of the invoice value and up to 15 days a charge of 50%. Cancellations made less than 15 days before commencement shall be subject to a charge of 100% of the invoice value. Where a Client does not make use of the entire service, there shall be no right to refund for the unused part.
9.6 Should the Client wish, after placing the order, to change the type or scope of the order, this shall be solely subject to the approval and agreement of OMICRON. The Client shall additionally be liable for the costs incurred thereby and to accept any rescheduling of dates that the change may necessitate.
10. Obligation to cooperate by the Client
10.1. The Client shall be responsible for data security and for blocking malicious software to the level of the current state of the art.
10.2. Where the Client does not comply with the stated cooperation obligations, or where he violates an obligation to cooperate that is not stated here but which is nevertheless assumed by the prevailing public understanding, OMICRON shall be entitled, at its discretion and in consideration of the interests of the Client,
10.2.1 to adhere to the contract by amending the services specified in the Individual Agreement,
10.2.2 to cancel the provision of services, or
10.2.3 to withdraw from the contract.
10.3. The Clients/participants shall undertake to observe the safety, regulatory and accident prevention regulations that apply at the place of the training or conference.
11. Dates and deadlines
11.1. The dates and deadlines set out in the Individual Agreement are binding for both contracting parties (except in the case of webinars).
11.2. If the failure to comply with a specified time of service is due to incidents that are beyond OMICRON’s control (including strikes or lockouts), the dates of service specified in the Individual Agreement shall be postponed by the duration of the problem, including a suitable run-in phase.
11.3. Failure to accept in good time a service duly offered by OMICRON shall affect the sole sphere of risk of the Client.
12. Liability for compensation due to fault
12.1. OMICRON shall pay damages or compensation for futile expenses, irrespective of the legal reason (e.g. for contractual obligations and obligations similar to those of contracts, defects in quality and defects in title, breach of obligations and unauthorized actions), solely to the following extent:
12.1.1 Liability in cases of intent or arising from guarantee is unlimited.
12.1.2 In the event of gross negligence, OMICRON shall be liable to the extent that was typical and foreseeable at the time of conclusion of the contract.
12.1.3 In the event of violation of essential contractual obligations through slight negligence, OMICRON shall be liable to the extent that was typical and foreseeable at the time of conclusion of the contract. Essential contractual obligations are those the fulfillment of which are necessary for the proper fulfillment of the contract and on whose observance the Client can regularly depend (e.g. the obligation to provide a defect-free service), and the violation of which jeopardizes the achievement of the objective of the contract.
12.1.4 OMICRON shall accept no liability for violation of non-essential contractual obligations by slight negligence. Reference is made to the definition contained in point 7.4 of the criterion of essential contractual obligation.
12.1.5 The objection of contributory negligence remains open to OMICRON. The Client must observe his obligations to cooperate particularly as stated in point 10.
12.1.6 Where services are provided at the Client’s facility, the Client shall verify in detail whether the liability limits established are sufficient to cover his risk, or else to examine the conclusion of a loss agreement policy.
12.1.7 OMICRON defines its performances as services. OMICRON shall therefore not be liable to the Client for a specific outcome or a specific achievement. Webinars shall be executed using software chosen by OMICRON (e.g. WebEx). OMICRON has no control over the availability and fault-free technical preconditions of this software. The Client acknowledges that 100% availability of the webinars and of the OMICRON website is not technically possible. OMICRON shall however endeavor to keep the website available as constantly as possible. In particular, maintenance, security and capacity issues and events that are beyond OMICRON’s control (e.g. faults on public communications networks, power failures etc.) may lead to short-term interruptions or to the temporary suspension of the services on the website.
12.1.8 Downloads are made at the user’s own risk. OMICRON shall accept no liability for damage caused without fault on our part through downloading, installing, storing or use of software or content from our website.
12.2. In cases of loss of life, bodily injury or harm to health, and of claims under the applicable Product Liability Law, the provisions in law shall apply without restriction.
12.3 The technical information supplied in our services is carefully compiled in accordance with the applicable regulations, recognized technical principles and our own experience. OMICRON shall however accept no liability for the correctness, completeness, timeliness or quality of the information provided or of information from third parties. Likewise we shall accept no liability for any direct or consequential damage that may result from its use. OMICRON shall not be liable to participants/Clients in the event of accidents or of loss or damage to their property. This exclusion of liability shall not apply except where it is required by law in cases of intent or of gross negligence.
13. Place of fulfillment
Except where stated otherwise in the Individual Agreement, the place of fulfillment of all obligations arising from the contractual relationship shall be the premises of OMICRON.
14. Data protection
14.1. The Client notes that OMICRON stores data from the contractual relationship for data processing purposes and reserves the right, where necessary for fulfillment of the contract, to pass this information to third parties (e.g. insurance companies) or to associated companies of the OMICRON Group. OMICRON reserves the right to use the insights gained from its services for research purposes and for the continuing development of its products. The Client hereby declares his consent to this.
15. Final provisions
15.1. The place of jurisdiction for any disputes that may arise from the Individual Agreement between OMICRON and the Client shall be, at OMICRON’s option, the premises of OMICRON or the premises of the Client. For complaints against OMICRON the sole place of jurisdiction shall be the premises of OMICRON. Mandatory legal regulations concerning sole places of jurisdiction shall remain unaffected by this provision.
15.2. The relationship between OMICRON and the Client shall be governed solely by the local law of OMICRON as the provider of the service, according to the registration confirmation of point 2.3.
15.3 Should individual provisions of the contract or of these general terms of business be or become wholly or partially ineffective, or should a loophole become evident, this shall not affect the validity of the remaining provisions. To replace the ineffective or unenforceable provisions or to fill the loophole the parties shall agree an appropriate regulation that, as far as is legally possible, approaches as closely as possible in commercial terms what the agreeing partners wanted or would have wanted in the spirit and purpose of the agreement, had they considered this point.
