General Terms and Conditions
PDA Group GmbH (Version 2020/06)
1. Area of Application
These general terms and conditions apply to all our services and deliveries. Any deviations herefrom are only valid if we have acknowledged them in writing.
2.1. Our offers are subject to alteration.
2.2. The information contained in offers, brochures and the like are only decicive when explicitly confirmed by us in the order confirmation.
2.3. Any permits and approvals of or by public authorities or third parties that may be required for the execution of an order shall be procured by the contractor who shall inform us thereof and indemnify and hold us harmless from and against any loss, damage or claim sustained or raised in this respect. We are not obliged to start with our services before these permits were validly issued.
2.4. The reasonable costs for any concept, cost estimates, drafts and designs or templates prepared at the request of the contracting party have to be reimbursed upon our request even if the envisaged contract is not rewarded.
3. Conclusion of Contract – Termination
The contract is deemed concluded, if a written order confirmation has been issued or the agreed services have been carried out. Any changes or additions to the contract are only valid if confirmed in writing. This shall also apply to any waiver of this formal requirement. Declarations sent by fax or e-mail are also sufficient.
4.1. Offers become binding once confirmed by us in writing. Deliveries and services beyound its scope can be invoiced seperately.
4.2. The prices are based on the costs at the time of notification. We are entitled to adjust prices if the order deviates from an overall offer or if the costs have changed substantially by the time of service or delivery
4.3. We are entitled to invoice costs for delay not caused by us, mainly for clarification of technical or legal prerequisites for the service or delivery or because of extra hours, night or Sunday work requested by the customer.
5. Service / Delivery
5.1. The performance deadline needs to be included in the order confirmation. It begins with the latest of the following dates:
- Date of the order confirmation
- Date of clarification of all technical and legal prerequisites by buyer;
- Date on which we receive the partial payments or guarantee (letter of credit, bank guarantee etc.) required before carrying out works.
5.2. In the case of force majeure or an unserviceable service or work piece from us or one of our distributors which impedes or makes the performance impossible, we are entitled to extend the delivery period appropriately, without being in default.
6.1. To the extent that no special terms of payment were agreed, the whole invoice amount clear of any charges or deduction (e.g. bank fees, discounts, or other) is due for payment within 14 days of the date on the invoice. Payments for participation in events must be made within 14 days of the invoice date and at the latest 7 days before the start of the event. Offsetting of counterclaims that are not acknowledged in writing or juridically granted is excluded. In case of default business interest rates shall apply (§ 456 UGB, 9.2 percent above the base rate). Furthermore, the contractual partner shall reimburse all costs necessary for appropriate legal prosecution, such as reminder fees, collection costs, lawyer's fees, court costs, and similar.
6.2. The contractual partner is not entitled to withhold payments due to guarantee claims or other claims, whatever the kind.
6.3. If the contractual partner is in default with his payment or other service, in particular in accordance with section 2.3., we are entitled to postpone the fulfillment of our obligations until the payment or services have been provided or receive an appropriate extension of the performance deadline, without prejudice to the right of early termination.
6.4. Until complete settlement of all claims arising from our mutual transactions with the contractor, delivered goods remain our property. The contractor shall comply with the labeling requirements and other formalities to protect the reservation of ownership. In case of seizure or claims against the contractor, the contractual partner is required to draw attention to our ownership and inform us immediately.
6.5. Paid and not retreived services expire within 3 years after receipt of payment.
The legal regulations apply.
As far as not provided otherwise in these conditions, our liability is limited in all cases to those damages that are caused at the object of our performance. Any other compensation, in particular for consequential damage is excluded unless in case of gross negligeance or intent. It is explicitely stated that we do not operate as business consultant but generally coach and train employees at events so that we have no influence on the implementation of these general learning objectives in specific companies and therefore have no liability for the measures for the purpose of corporate advisory measures.
9. Consequences of delay and withdrawal
9.1. In the case of default from our side despite prolongation, the contracting partner may withdraw from the contract.
9.2. We are entitled to withdraw from the contract:
- if the contractual partner renders the delivery, start or continuation of a service impossible or causes further delay to the service despite being granted an additional period of time,
- if we have concerns relating to credit worthiness and the contractual partner refuses our request for advance payment or adequate security prior to delivery,
- if the extension of the performance period amounts to more than half of the performance period but at least six months because of the circumstances mentioned in point 5.2,
- if insolvency proceedings are opened over the assests of the contractual partner, a request for the opening of such proceedings is dismissed for lack of assets or the conditions for the opening of such proceedings exist,
- if the contractual partner violates significant contractual provisions,
- if the contractual partner is no longer able to fulfill this contract for any reason whatsoever; debt or default.
9.3. In the case of point 9.2. a partial withdrawal is allowed.
9.4. Aside from our claims for compensation we have, in the case of withdrawal, a right to remuneration for already provided goods or services as well as for the preparatory actions taken with regard to the agreement, even if the agreement has only been partially completed. Even in the case of not provided services, we are entitled to reimbursement of the costs incurred for their preparation.
10. Rights to work results
10.1. All rights such as the right to redesign, further processing, duplication, distribution, transmission, publication, storage, and all other uses of the work results created by us in fulfilling our contractual duties or in following the contractual partner’s instructions, belong exclusively to us. We are entitled to exercise all economic rights in the work results as far as the contractor has no authorization to use in the sense of point 10.3.
10.2. We are entitled to the same rights when it comes to work results that are based on our experience.
10.3. The contractual partner is allowed to use those rights only to the extent necessary to fulfill the contract and is not allowed to reproduce them or share them with third parties.
11.1. The contractual partner is to keep all our accessible information granted within our business relationship strictly confidential e.g. confidential information and trade secrets such as training and working methods, software development and deployment, project planning and implementation, content and results of contracts and negotiations, individually agreed prices and internal price lists, cost estimations and pricing policies, salaries, customer lists, internal information for customer acquisition as well as staff skills. This information shall not be made available by the contractual partner, either in whole or part, without our prior written consent and shall be used exclusively in the course of the business relationship to the extent necessary and not either for their own use or the use of others. The mentioned data and information will be made available exclusively to the contractual partner’s employees who are entrusted internally with the above-mentioned topic.
11.2. The client acknowledges that all rights to all information made available by us remain with us.
11.3. The content of discussions between the two parties is also subject to the foregoing confidentiality obligations.
11.4. The contractual partner shall be obliged to bind all employees and representatives in compliance with this agreement and assumes full liability for the fulfillment of the confidentiality.
11.5. The preceding obligation of confidentiality does not apply for data, information, content of discussions that have been proven:
- to be publicly known at the time of disclosure of the confidential information to the recipient or which then became publicly know without any violation of this duty of confidentiality, or
- to be communicated to the contractor by another party without the obligation of handling the same in confidential and lawful manner, or
- to be already known by the contractual partner before being disclosed by us, or
- to having been developed by the contractor independently of the information communicated by us.
The above-mentioned obligations shall not apply before courts and administrative authorities in the fulfillment of legal obligations.
11.6. The documentation and documented discussions, notes or other materials provided by us in any form whatsoever in the context of an ongoing business relationship have to be kept safe and inaccessible to unauthorized persons and must immediately be returned in full on our demand and/or demonstrably destroyed at our request.
11.7. In the case of infringement of the confidentiality statement the contracting partner is obliged to pay a penalty in the amount of 30,000.00€ to us per case in question. The judicial discretion is excluded. We reserve the right to claim damages exceeding this amount. The amount claimed is due within two weeks after demand.
11.8. Even third party rights of any nature whatsoever must be respected. Should claims be asserted in law for breach of third party rights by the contractual partner, he shall indemnify and hold us harmless. In case of litigation against us, we reserve the right of informing the contractor about the dispute. If the customer does not intervene as a joint party on our side, we are entitled to recognize the claim.
11.9. The contractual partner is committed to comply with relevant data protection regulations.
12. Place of Jurisdiction / Applicable Law
Place of performance is our company headquarters in Innsbruck. Responsible for all disputes rising from the contractual relationship is the court legally responsible for our headquarters in Innsbruck. The contractual relationship between the parties shall exclusively be governed by Austrian law, to the exclusion of the rules concerning transmission to the law of third countries.
13. Amendment of T&C
We reserve the right to modify these general terms and conditions at any time. These modifications apply to all future business transactions.
14. T&C of Customer / Collateral Agreements
Unless explicitely agreed otherwise in writing, we do not submit to the general terms and conditions of the contractual partner. In order to have any validity, verbal amendments must be in writing, this also applies to the waiver of the required form.
We are allowed to use of subcontractors to fulfill our services.
16. Non-disclosure lectures
The instructional and teaching material, as well as the contents of the courses and the question catalogs provided for the assessment of actual conditions, are property of PDA Group GmbH or a designated contractor of the PDA Group GmbH and are therefore subject to national and international regulations for the protection of intellectual property. Any transfer, adquisition, or reproduction, whether against payment or free of charge, in any form whatsoever, is therefore inadmissible and, in the event of contravention, the right to take legal action, such as the filing of a temporary injunction, the filing of an action for injunction and similar measures is expressly reserved. For example, it is not permitted to photomechanically, electronically, or in any other way record, reproduce or pass on to third parties micro learnings, e-books and whitepapers, workbooks, other documents, and similar materials.
17. Data Protection Declaration of Consent
The contractual partner agrees that his personal data, namely e-mail address, SAP S-User ID, first name, last name, phone number, company name and address as well as accounting contact data, that we receive in the course of registration for courses or as part of our business relationship, shall be internally processed and transmitted for the purpose of sending marketing information about the activities of PDA Group such as additional courses, for settlement with licensed courses to the licensor or events that we organize for third parties for the purposes of demonstrating participation to the customer. This consent may be revoked at any time.
The privacy statement which can be found on the PDAgroup webpage (https://www.pdagroup.net/en/imprint) also applies.
The contractors who participate in training events organized and/or carried out for or by SAP SE or any of its affiliates take note and agree that
17.1. their personal data, namely name, date of birth, address, contact data will be stored and transmitted to SAP SE or any of its affiliates in order to prove that they have attended the course.
17.2. the data material of these courses is used for methodological purposes, improvement of the content of teaching, statistical analysis and evaluation of the learning results of the participants.
17.3. the names of the contractor and his contact data from SAP SE, their subcontractors or training providers are used for the purpose of verification of course attendance or for the purpose of providing a participant list of SAP SE, their subcontractors, and content providers, after said training, whereby the relevant data protection regulations need to be respected.
17.4. PDAgroup does not affect the processing of data in SAP SE or other licensors and shall be indemnified and held harmless by the contractor in this regard. Inquiries and information about the processing of this data shall be directly directed at SAP SE or at the licensor of the training.
18. Protection of the Image
The contractual parties participating at trainings take note and agree that events are photographed and filmed and that these products may be used for advertising purposes for PDAgroup, SAP SE, their subcontractors, or training providers as well as for publication on the PDAgroup website.
19. Consumer Protection Regulations
Subsequent provisions do not apply to contracts with consumers (consumer business).
19.1. The written form requirements in paragraphs 1, 3, 4.1, 6.1, and 21.
19.2. The paragraphs 2.1, 2.2., 4.2, 4.3, 5.2, 6.1, third, fourth, and fifth sentence, 6.2, 9, 11, 12 second, and third sentence and paragraph14.
19.3. Paragraph 6.3 applies to consumer transaction with the provision that, if the requirements of § 6 Z 6 KSchG are given, the the consumer may withold its performance.
19.4. Paragraph 8 does not apply to personal injury and in consumer business for damage to parts taken on for further processing.
19.5. Instead of paragraph 9, the statutory regulations shall apply.
20. Consumer Right of Withdrawal
If the contractual party as a consumer under the consumer protection act hasn´t submitted his contract either in our rooms permanently used for business purposes or at one of our booths used at fairs and markets, he can resign from his contract proposal or from the contract until the conclusion of the contract, after conclusion within 14 days. The period commences as soon as a document has been handed over to the consumer which contains at least the name and the address of our company, the information necessary for identifying the contract, and a notice of the right of withdrawal, but no earlier than the conclusion of the contract.
The right of withdrawal does not apply for the consumer if the initiative of the business relation with us or our representative was taken by the consumer or if the conclusion of the contract was not preceeded by discussions between the parties or their representatives. The withdrawal must be in writing and must be sent to us (Post PDA Group GmbH, Rennweg 1, PO Box 199, 6020 Innsbruck, e-mail ). It is sufficient if the cancellation is sent within the deadline specified above.
A consumer can withdraw from a distance contract or from a contract declaration made in connection with a distance deal (e.g. via post, fax, internet or e-mail) within 7 workdays after signing the contract. Saturday shall not be considered to be a working day. The withdrawal must be sent to us and is on time if sent within that period.
Microlearnings are online short learning contents in video format, which are pre-recorded. The acquisition of access to a microlearning takes place in the form of a written registration via order form or e-mail. Once access has been acquired, only the buyer is allowed to access the microlearning and any disclosure of the access data to third parties is prohibited. The contents are exclusively intended for the personal use of the buyer.
21.2 E-Books and Whitepapers Download
E-books and whitepapers are online content in PDF or e-book format that can be purchased or acquired for free. The acquisition of these takes place in the form of a written registration via order form or e-mail. After purchasing access, only the buyer or, in the case of free download files, the acquirer is allowed to use them. Any transfer to third parties is strictly prohibited. The contents are intended exclusively for the personal use of the buyer/acquirer.
21.3 Open Seminars/Webinars
Open seminars/webinaries are those that are publicly advertised on our website or in advertisements. Registrations must be made in writing by order form or by e-mail. The booking will be confirmed in writing.
Cancellations that go beyond the right of withdrawal for consumers must be made in writing. For cancellations up to 10 working days before the start of the seminar/webinar, PDA Group GmbH will retain a processing fee of € 80.00. In case of no-show or cancellation less than 10 working days before the start of the seminar/webinar, PDA Group GmbH will charge the full participation fee. If a participant does not take advantage of the full service, there is no claim for reimbursement for the unused portion. The webinar/seminar participation can be transferred to third parties free of charge at any time.
The content and sequence of the seminar or webinar program as well as the deployment of the trainers can be slightly changed while maintaining the overall nature of the seminar/webinar. This entitles the participant neither to withdraw from the contract nor to reduce the invoice amount. Not included in the price are costs for overnight stay, travel to and from the seminar/webinar as well as meals, unless expressly agreed otherwise in the contract.
We reserve the right to cancel open seminars/webinars if the number of participants is too low (usually less than 8 participants) up to 10 working days prior to their start.
In case of cancellation of the seminar/webinar due to illness of the trainer, force majeure or other unforeseeable events, there is no claim to the execution of the seminar/webinar. In this case the seminar/webinar price will be refunded. In this case there is no claim for reimbursement of any travel and accommodation costs or loss of work.