1.1. These terms and conditions (the "GTC") are attached to and incorporated by reference to each individual order submitted by the Client identified thereon and accepted by CCmath BV (each an "Order"). An order has no force or effect until it has been accepted by CCmath. CCmath may accept or decline any Order at its sole discretion. The Order(s) together with these General Terms and Conditions form the agreement between CCmath and the Client (the "Agreement"), provided that in the event of a conflict between an Individual Order and the Terms and Conditions, the terms of the Terms and Conditions apply.
GTC apply to each subsequent individual order. Any changes or extensions of
the order must be made in writing and expressly accepted by CCmath. The
obligations of CCmath are the obligations explicitly set in the
Agreement and the provision of online services is not considered accepted by CCmath of
additional or amended terms.
Unless otherwise defined, the following terms have the following meanings:
2.1. "Availability" means the technical usability of the learning platform in terms of interconnection, as further specified in Section 5.
2.2. "Documentation" means the user or technical manuals, or instructions provided by CCmath to the Client, whether in electronic, online or physical form, that describe the functionality of the Online Services.
2.3. "Malfunction" is an objective, negative deviation in the functioning of the Online Services from the functioning described in the Documentation.
2.4. “ Learning platform” is the platform on which the Online Services are provided directly or indirectly by CCmath.
2.5. “Online Services” means the provision of web-based training, including the relevant offline components through the web page www.wfmacademy.ccmath.com and/or other internet pages of CCmath.
users" means users who are not marked as "deactivated".
3 Online services
3.1. CCmath will provide Online Services as specified in the Order submitted by the Client and accepted by CCmath. On designated servers of CCmath, for use of the Client, of its online purposes, using recommended browser software or identified as suitable by CCmath.
3.2. CCmath grants
the Client a license to use the online services and documentation for the Term
and subject of the terms and conditions of the Agreement.
4 Hardware, system software and infrastructure
4.1. CCmath will provide the necessary hardware, including system software and technical data processing infrastructure for the provision of online services and the technical operation of the learning platform. Clients’ use of the Online Services is based solely on web access, and Client has no direct access to the hardware, software, or processing data infrastructure that makes up the learning platform.
4.2. External access to the learning platform at the interconnection point (eg, the hardware and software equipment of the Client's workstations and provision of corresponding Internet access) is the responsibility of the Client. The interconnection point for online services and application data is the point where the learning platform is connected to the public internet. CCmath is not responsible for remote access to the learning platform at the interconnection point.
4.3. CCmath will provide storage space for the data generated by the Client and required for the use of the Learning Platform, within its technical data processing infrastructure.
(a) At or after Client's transaction data is more than 32 months old, such data may be deleted by CCmath.
(b) CCmath will regularly backup the
database and file system.
5.1. For the online services specified by an individual order, CCmath guarantees a minimum availability of 98%.
(a) Availability always refers to a full calendar year and is calculated as follows:
VF = availability in %
VZ = defined availability time in minutes (total time)
AZ = total downtimes within the defined availability time
NV = Total planned or excluded unavailability
· This includes:
o All downtimes of less than 15 minutes.
o Planned maintenance, provided CCmath has informed the Client of this at least 8 hours in advance via the Learning Platform.
o Unavailability due to force majeure (defined in Article 17) or other circumstances beyond CCmath 's control.
(b) The Availability Target of the Agreement is deemed to have been reached if CCmath has reached the defined threshold within the measured period. The measurement period always takes a full calendar year. If the Initial Term starts during the current calendar year, the Availability for the period that has already elapsed is set at 100%.
5.2. CCmath can adjust the Availability Target by giving a written statement to the Client, with a notice period of 30 days. In this case, article 11.3 of the agreement applies.
5.3. If CCmath is responsible for not achieving the availability agreed here, then the Client may deduct the subscription fees that would be due for the year in question, 0.075 % as a flat rate for each 0.15% reduction in availability. This deduction entitles Client to have any remedy with respect to its CCmath's Availability covenant, absent CCmath’s intent or gross negligence.
order to submit the claim, the Client must send CCmath a detailed
schedule of the downtime, including date, time and duration, within 60 days
after the expiry of the measured period.
6 Rights of use
6.1. Client is entitled to the non-exclusive, non-sublicensable right to use the Online Services and user documentation for the duration of the respective Agreement for its own business purposes. In particular, the Client is not allowed to change the Learning Platform outside the provided configuration options.
6.2. The right of use is neither transferable nor may the Learning Platform be used, in whole or in part, by or for third parties. The hiring, renting out or any other transfer of the rights of use, whether or not against payment, temporarily or permanently, to third parties or to have the learning platform used by third parties, is expressly prohibited.
Agreement does not grant the Client, any proprietary or perpetual rights of use
that extend beyond the term of the Agreement and the purpose of the respective
functionalities of the Online Service. All rights to the Online Services
and the underlying software applications, in original, copied or modified form,
remain with CCmath.
7 New versions of the online services
7.1. CCmath may continue to develop the learning platform and online services and may introduce new versions at its discretion.
7.2. In the absence of a later executed order, the Client is not entitled to introduce new versions unless their use is absolutely mandatory due to changes in the law.
7.3. CCmath has
the right to terminate one or more functionalities of the Online Services with
a notice period of four months. In this case, section 11.3 of these GTC
8.1. CCmath offers support services that serve to advise and support the Client.
must inform CCmath of any errors. Notices can be made
through the communication channels indicated on the learning platform and
during office hours. If the Learning Platform is not
available for this report, then Client may inform CCmath via other
9 Material errors of the Online services
9.1. The Client must inform CCmath about any errors that occur in the Online Services pursuant to Section 8.2.
9.2. Client error messages should, where possible and reasonable, demonstrate reproducibility, indicating the program function and the text of any error message, and a description of the effects of the error.
9.3. The Client will grant CCmath the necessary access to its data to analyze and resolve the Errors. If the Client's data is necessary to analyze and resolve the Errors not available on the Learning Platform, the Client will make this data available separately. The Client will assist CCmath free of charge by a sufficient number of qualified operating personnel and any other assistance necessary to analyze and resolve the Faults.
9.4. CCmath provides sufficient resources to resolve the error so that every effort is made to resolve an error within a period appropriate to its severity. CCmath can provide a solution or a solution to such reported errors.
9.5. CCmath 's
sole obligation, and Client's sole remedy, in relation to an Error is to use
commercially reasonable professional endeavors, in accordance with industry
best practices, to correct such Error and, if the Availability is affected by
this, the provisions of Section 5 apply.
10 Responsibilities of the Client
10.1. The Client obtains all approvals from third parties or authorities regarding the use of the Online Services by the Client, other than the technical operation of the Learning Platform.
10.2. The Client is solely responsible for its data protection, data security and the protection of CCmath 's know-how, its intellectual property rights and copyrights towards employees and third parties. Without limiting the foregoing, Client will ensure that its software, data and hardware is delivered virus-free to the Learning Platform and Client has full authority to obtain, use and process personal data.
10.3. Client is responsible for providing adequate internet access and for meeting other requirements of its systems. The corresponding specifications and system requirements are set out in the documentation. CCmath can adjust the specifications after 60 days in advance delivered to the Client via the Learning Platform . In this case, section 11.3 of these GTC applies.
10.4. The Client may not use the Online Services and Learning Platform for illicit or illegal actions or illegal or unlawful to them with content processing. The Client will interrupt all actions that could endanger the Online Services itself, the use of the Online Services by third parties and/or the integrity of the data on the Learning Platform.
Client is responsible for all activities that take place in the context of its
user accounts and is liable for all employees and third parties who have access
to the Learning Platform with or without the Client's knowledge.
11 Term of the Agreement and termination
11.1. The term of the Agreement commences and lasts for the duration specified in the respective individual order (the “Initial Term”), provided it is not terminated within 30 days before the stated end of the term. The Agreement will not be terminated but will be extended for equal consecutive terms (each "renewal term" and collectively "term") until such notice is given or otherwise terminated as set forth below.
11.2. Where these GTCs grant CCmath the right to change the future service content or terms of these GTCs or Online Services by unilateral announcement, if the Client does not agree to the change, the Client has the right to terminate the relevant Agreement within one month, in accordance with the above rules. In case of termination, the general terms and conditions remain in force until the agreement expires.
11.3. Either party may terminate following a material breach of contract by the other party that has not been healed within 14 days of its notification, or where the other party files for bankruptcy or similar insolvency proceedings that are not rejected or withdrawn within 30 days. days. days of that.
termination, Client will pay all amounts due on the effective termination date
and the provisions that by their nature should survive termination will
12 Relationship with other agreements
12.1. Extra work performances and/or services are only provided on the basis of an executed independent consultancy and service agreement. A separate agreement is required for every Client-specific adaptation of an online service.
will observe the statutory data protection clauses. As part of providing
the services due under the Agreement, will CCmath include
personal Client data acquisition, processing and use by contracted data subject
to instructions; the rights and obligations of the parties in this
regard are contained in the separately contracted processor agreement.
13 Reimbursement, additional costs, expiry dates
13.1. CCmath offers both free and paid online services on the learning platform. Paying services are clearly identified as such. The level of the service charge and the service charge period are stated in the respective individual order.
13.2. The service fees are payable according to the respective individual order, effective immediately when invoiced by CCmath .
The Client will be in default 30 days after the expiry date without further notice from CCmath. CCmath reserves the right, in its sole discretion and with notice, the right of the Client to use or access the Online Services and the Learning Platform on to suspend, if and as long as a payment CCmath by Client due is overdue. Such right is in addition to, and not in lieu of, all other rights and remedies that CCmath has legally or fairly, including the right to terminate this Agreement due to monetary default.
13.3. CCmath may adjust the level of service fees after the Initial Term by no more than 7,5% per annum by giving three months' written notice before the end of the service fee period.
13.4. All prices are exclusive of taxes which are the responsibility of the Client. Any specified tax must accompany every payment made by the Client.
13.5. Payments must be made to the account stated on the invoice, such that bank charges are charged to the Client and payment is available to CCmath no later than at the end of the payment term.
case of default are subject to any further compensation, service fees of 25,00
euros plus interest of 1,5 percent per month will be charged on all
14 Intellectual property
14.1. CCmath declares that, to the best of its knowledge, the Online Services are free from third party intellectual property rights, which exclude or limit their use under the Agreement by the Client.
14.2. If an infringement of intellectual property rights is claimed under section 14.1 after the agreement has been signed and if the contractual use of the online services is damaged or prohibited, CCmath is obliged, at its option, to adapt or replace the online services in such that they are no longer subject to intellectual property rights, but nevertheless comply with the contractual provisions or to obtain the right to use the Online Services without restriction and at no additional cost, in accordance with the Agreement.
is obliged to notify CCmath directly if claims are made against
him for infringement of intellectual property rights and, in the dispute with
third parties, in accordance with CCmath act. CCmath is in
particular entitled and, if legally permissible, obliged to conduct legal
disputes arising from these claims at its own
expense. CCmath indemnifies the Client against all costs and claims
that have been submitted to the Client by claims of third parties for
infringement of intellectual property rights. CCmath's obligations with
respect to an infringement claim and Client's sole remedy is as set forth in
this Section 14.
15 Liability and compensation
15.1. Except as expressly set put herein, CCmath indicates all representations, express or implied, including the warranties of merchantability and fitness for a particular purpose.
15.2. Notwithstanding the contrary, neither party is liable to the other for any indirect, consequential or special damages, including loss of profit, unless caused by wilful misconduct by such party.
15.3. CCmath 's
liability for any claim, expense, loss or damage below is limited to
available coverage of the company's liability insurance proceeds, up to an
amount of 100.000 euros or fees paid by the Client in the past six
months, whichever is lower.
for damages will lapse, unless they are based on intent, within one year of
knowing the circumstances that led to the claim.
17 Force majeure
17.1. Cases of force majeure (including circumstances and events that cannot be prevented by careful management) suspend the parties' contractual obligations for the duration of the problems and the extent of their consequences. If the resulting restrictions exceed the period of one week, both parties to the Agreement have the right to terminate the Agreement with regard to the relevant Online Service without observing any further notice period. There are no rights to further claims.
the force majeure are also understood to mean the effect of an
industrial dispute at CCmath or a third party, for
which CCmath is not responsible, so far as they have an impact on the
performance of CCmath.
18.1. Both parties are required to keep the information, about secret know-how or internal business affairs of the other party to the agreement, obtained before or after the conclusion of the agreement, strictly confidential. This particularly applies to all information that is not publicly available about CCmath’ online services, as well as client data processed as part of the online services.
18.2. Both parties commit their employees in writing (including part-time employees, interns, etc.) and, if applicable, any subcontractors engaged during the performance of the agreement to secrecy to the extent indicated and provide the corresponding commitments to the other party upon request. The duty of confidentiality remains in full even after termination of the Agreement.
18.3. CCmath has
the right to disclose the implementation of this agreement as part of
its press and public relations work.
19.1. To the extent that these GTCs do not provide unilateral change or modification rights to CCmath, changes and additions must be in writing for them to be valid, and this written form must also be waived in writing. Changes or additions, as part of the change or adaptation rights provided for in the Agreement, may also be communicated electronically through the Learning Platform and become effective as soon as Client's attention is drawn to the change or addition to the following access to the Learning Platform and had the opportunity to take note of this and print out the change/addition.
19.2. If individual provisions of the Agreement, including these GTC, are invalid, this will not affect the other provisions. In that case, the parties are obliged to replace any invalid clause with a valid clause that approaches the commercial purpose of the invalid.
19.3. Dutch law applies to the agreement. The rules of the "UN Convention on the International Sale of Goods" (CISG) and references to foreign legal systems do not apply. CCmath and Client agree that the provisions of the Uniform Computer Information Transaction Act (UCITA) or any version, adopted by any jurisdiction in any form, do not apply to transactions between the parties. If applicable, the parties agree to waive and opt out any alleged application of UCITA during its term.
19.4. The exclusive jurisdiction and place of performance for all obligations under this Agreement, the courts in the Netherlands. In an action to enforce a person's rights, the overriding party's fees and expenses are borne by the non-overriding party.