1 Scope of application
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) apply between us, Ghostthinker GmbH, Hunoldsberg 5, 86150 Augsburg, Germany (“We”), and you as a customer (“You”) for services related to the use of our Interactive Video Suite (“IVS”). The General Terms and Conditions shall apply in the version valid at the time of the conclusion of the respective contract.
1.2 Our services are directed exclusively to entrepreneurs within the meaning of § 14, paragraph 1 of the German Civil Code (BGB) (this includes educational institutions such as universities). We do not conclude contracts with consumers (§ 13 BGB).
1.3 The content of the contract is always based on the offer and/or booking documents prepared / published by us and accepted by you (hereinafter jointly referred to as “offer”). In the event of contradictions between the offer and the GTC, the offer takes precedence.
1.4 We may change these GTC at any time with a notice period of six (6) weeks by notifying you in writing (e.g. by e-mail). You may object to such a change within four (4) weeks of receipt of the notification of change in text form, otherwise the change shall be deemed to have been approved by you. We will refer to the effect of approval in our notification of change.
2 Our services
2.1IVS is a service provided by us online which can be used for existing web-based learning systems (“LMS”) by means of a software extension (“plug-in”). With IVS, users of an LMS have the opportunity to expand the didactical possibilities of video teaching.
2.2 The plug-in for the use of IVS is usually available online via the download portals / online directories of the respective LMS providers. If the LMS is an open source solution, the plug-in is usually published under the same open source software license. In order for you to be able to use the functionalities of IVS without any restrictions, you acquire from us time-limited rights of use within the scope of the installation of the plug-in.
2.3 An essential part of the services provided within the scope of our business relationship is the use of the functionalities of IVS for a limited period of time during the term of the contract against payment of a fee (hereinafter “IVS use”). We also offer “support services” in connection with the installation and use of IVS on request.
2.4 With using the IVS use we support you with our services in your projects. The responsibility for the success and results of the IVS usage remains with you.
2.5 We may make changes to the IVS functionalities at any time, which are reasonable for you, in consideration of your interests.
3 IVS Use
3.1 We enable you to use the IVS by activating it. You can purchase the respective license online from us. The license has to meet the corresponding settings in the plug-in. We offer you the following usage/remuneration models for the usage of IVS:
3.1.1 User-based model: the IVS use is valid for your entire LMS instance; there is no limit to the number of courses that can be held within the instance. The scope of the IVS usage depends on the maximum number of active user accounts of the instance over the whole period. IVS usage is for one calendar year at a time.
3.1.2 Course-based model: The IVS usage is valid for a single course organized within the LMS instance. The extent of the IVS use also depends on the maximum number of participants in this course. IVS usage is either for one month or for one semester (6 months).
3.2 The IVS usage is always linked to your specific LMS instance.
3.3 The presentation of the usage/remuneration models on our website does not constitute a legally binding offer, but an invitation to place an order. Errors excepted. By completing your order process, you are submitting a legally binding offer to purchase the corresponding the IVS use. We accept this offer by activating the IVS use for your LMS instance.
3.4 We continuously and to the best of our knowledge and belief check the functionality of the IVS in interaction with the LMS products for which we offer the IVS. However, we shall not be responsible for errors and incompatibilities in IVS resulting from changes to the LMS products and the interfaces to plug-ins by the LMS providers.
3.5 In order to enable us to check your compliance with the agreed scope of use, we shall be entitled to arrange for the transmission of anonymized and therefore non-personal data (Information about LMS instance, number of course participants, number of active user accounts) on your use of the IVS to our systems at regular intervals.
4 Support services
4.1 On request, we will support you during the installation and set-up process of the IVS and in the selection of our usage/remuneration models that are suitable for you. We provide these support services by e-mail and/or remote maintenance tool (e.g. TeamViewer) during the following service hours: Monday to Friday (except public holidays in Hamburg or Bavaria) from 09:00 – 17:00 o’clock. We charge for this support according to actual effort at our currently valid prices.
4.2 We use carefully selected own employees or third parties as subcontractors with the agreed and required qualifications to provide the support services. We shall be entitled at any time to replace our own employees or third parties employed to perform the Support Services with employees with comparable qualifications and experience. If these employees have been communicated to you by name, we will inform you about the replacement.
5 Cooperation services
5.1 You acknowledge your obligations to cooperate as a prerequisite for the performance of services by us and thus as your contractual obligation.
5.2 The provision of licensed IVS functionalities is subject to certain conditions with regard to the hardware used by you. You will inform yourself about the essential functionalities of the IVS and its technical requirements and observe them. You shall bear the risk whether IVS meets your wishes and circumstances.
5.3 Technical requirements and specifications according to clause 5.2 may change from time to time, especially in connection with updates of the IVS and the underlying LMS product. We shall inform you in good time before a change in the requirements and specifications. You shall implement current requirements and specifications without delay.
5.4 You shall be responsible for creating and maintaining the prerequisites in your company to be able to use the IVS (e.g. with regard to the use of current browsers). Information on this can be found in our FAQ.
5.5 If you fail to fulfil a duty or obligation, or do so improperly or late, and if we are therefore unable to provide our services in accordance with the contract, we may charge you additionally for the additional work and expense incurred.
6 Rights of Use
6.1 We grant you and the users named by you, upon payment of the prices owed, the simple, non-sublicensable, non-transferable, non-transferable, revocable at any time, limited in content to the term of the contract in terms of time and in accordance with the respective usage/remuneration model and the following provisions, the right to access IVS by means of telecommunications and to use the functionalities associated with IVS in accordance with these terms and conditions. You do not receive any further rights, in particular to IVS, the software application on which IVS is based or the plug-in.
6.2 You are not entitled to use IVS beyond the use permitted in accordance with this agreement or to have it used by third parties or to make it available to third parties. In particular, you are not allowed to duplicate, sell or give IVS or parts thereof for a limited period of time, especially not to rent or lend IVS.
6.3 The right of use always refers only to the latest version of IVS provided; with updating, the rights of use of previously provided versions expire for the future.
7 Prices and payment
7.1 The prices for the licensing and support services are based on the information provided during the ordering process. We are entitled to adjust the prices at any time.
7.2 Unless expressly stated otherwise, the prices are stated as net prices and, where applicable, are exclusive of taxes (e.g. value added tax) at the statutory rate.
7.3 You may use the means of payment suggested at the time of ordering. You are not entitled to the provision of specific payment methods.
7.4 If your payments cannot be made properly or are cancelled (e.g. in the case of returned direct debits due to insufficient funds in your account or if you provide incorrect bank details), you shall reimburse us for any loss incurred.
7.5 We are entitled to invoice our services at the beginning of the contract; the payment period is 30 days. We issue invoices exclusively in electronic form without digital signature.
7.6 The assignment of claims against us is only effective with our written consent.
8.1 We shall be liable without limitation for damages caused by gross negligence or intent by us, our legal representatives or vicarious agents. We shall also be liable without limitation for damages arising from culpable injury to life, body or health.
8.2 We shall only be liable in cases of breach of material contractual obligations, the breach of which endangers the purpose of the contract and on the fulfilment of which the customer could rely to a particular extent (so-called cardinal obligations), even in cases of simple negligence. This liability is limited to compensation for damages that were typically foreseeable at the time of conclusion of the contract. In addition
8.2.1 the liability according to § 536a BGB and
8.2.2 in cases where we provide you with IVS free of charge for test purposes, our liability for cases of slight negligence is excluded.
8.3 In cases of slight negligence, our liability for loss of profit, lack of savings and damage to your image is excluded in any case.
8.4 The above limitations of liability shall also apply in favor of our legal representatives and employees and shall also apply in cases of pre-contractual or tortious liability.
8.5 Our liability for damages under the Product Liability Act remains unaffected.
9 Data protection
10 Term and termination
10.1 Unless otherwise stated in the offer, the commencement of the contract shall be the date of acceptance of your offer by us or, if we commence performance of the service before that date, the date of commencement of performance.
10.2 The right of extraordinary termination for good cause remains unaffected.
10.3 Notices of termination must be made in writing; text form is excluded. A transmission of the termination letter (as a scan) by e-mail is permissible.
11.1 German law shall apply to the legal relationships between us and to the respective terms and conditions of business. The application of the UN Convention on Contracts for the International Sale of Goods of 11.04.1988 is excluded.
11.2 You have no right of set-off or retention unless your claim is undisputed or has been legally established by a court of law.
11.3 Exclusive place of jurisdiction is Augsburg, Germany, or another legal venue of our choice.