General terms and conditions
of efiport GmbH

Disclaimer:This translation into English is provided for convenience purposes only. The German wording is the only legally binding version.

1. Scope of application

These General Terms and Conditions (hereinafter referred to as “Terms and Conditions”) apply to the entire business relationship between efiport GmbH and its customers upon conclusion of a contract for the provision of all learning programs, digital knowledge databases, applications, information, explanations and other online services (hereinafter referred to as “Products”), which are made available for a limited period of time, whether free of charge or against payment, and which are used via campus.efiport.de by means of remote data transmission via the Internet or by providing physical data media/documents or as a link to download from a server or as an app. .

2. Forms of licensing and provision of materials

2.1 efiport GmbH offers its products either with a single user license, which is issued in the name of the respective user (“Named User License”), or with a company license.

2.2 In the case of a single user license only the person whose name is recorded as the user is entitled to use the respective product. In the case of a company license, the company concerned is entitled to make the respective product available to the agreed number of users, provided that the users are persons employed by the company and unless otherwise agreed for the respective product.

2.3 The granting of the rights of use as described in section 9 is limited in time. Details can be found in the respective product description.

2.4 In the case of a company license, efiport GmbH is entitled to verify the information provided by the customer regarding the number of users in the course of an audit. efiport GmbH is also entitled to employ third parties for the verification process. efiport GmbH shall announce its intention to conduct an audit in due time. The customer shall adequately support efiport GmbH in the performance of the audit and, in particular, shall grant efiport GmbH access to all relevant documents, systems and other information.

2.5 The respective product shall be delivered to the customer either on a data carrier or made available to the customer by means of remote data transmission via the Internet at the reasonable discretion of efiport GmbH. Should the provision be made by sending a data carrier, the customer is responsible for the installation. efiport GmbH is not responsible for the installation.

3. Access to the products via remote data transmission

3.1 The customer’s access to the products of efiport GmbH by means of remote data transmission is password protected via the Internet. The access data shall be sent to the email address provided by the customer. The email communication is not encrypted. The access data are provided on an individual basis. The customer is obliged to keep his access data and password secret and to protect them from misuse by third parties. The customer must inform efiport GmbH immediately in the event of loss of the access data and/or password or if misuse of these data is suspected (email address for reports is info@efiport.de).

3.2 Within the products made accessible by means of remote data transmission, the customer may have the possibility to access contents, databases etc. of third parties. For this purpose, the customer may be redirected to the server of these third party providers. In such an event, the third party provider(s) will be identified by name.

3.3 The transfer point for the provision of products made accessible by means of remote data transmission is the router output of the computer centre used by efiport GmbH (“transfer point”). The customer’s connection to the Internet, the maintenance of the network connection between the customer’s systems and the delivery point, as well as the procurement and provision of the required hardware or software required on the part of the customer are not within the scope of services of efiport GmbH, but rather must be provided by the customer. Further details in this regard may be found in the respective product description.

4. Unavailability

efiport GmbH makes every effort to provide permanent access to its online products, i.e. 24 hours a day, 365 days a year. However, a 100% availability is not guaranteed. Availability at any time is expressly not guaranteed. In particular, access may be temporarily restricted for technical reasons, such as necessary maintenance and repair work.

5. Conclusion of contract

5.1 The contract for the provision of a product is concluded when the customer, after registering on the website of efiport GmbH, selects a product and receives a confirmation of his product selection from efiport GmbH via email.

5.2 The scope of service of a product results from the respective product description as well as from these general terms and conditions.

6. Right to withdrawal

6.1 Consumers have a statutory right to withdrawal.

6.2 More detailed information on the right to withdrawal is contained in the withdrawal policy of efiport GmbH.

6.3 In cases in which the execution of the contract is agreed to before the end of the revocation period, the revocation period expires with the beginning of the execution of the contract.

7. Prices and terms of payment

7.1 Prices for single user licenses are shown on the website http://www.efiport.de. As far as no prices are stated on the website http://www.efiport.de, efiport GmbH will provide an individual offer upon request by the customer. In the case of a company licence, the remuneration depends on the number of users allowed to use the respective product within the agreed period.

7.2 Payment shall be made against invoice. Payment is due upon receipt of the invoice and payable in full within 30 days of the date of the invoice.

7.3 The invoiced prices are gross prices (net price plus the applicable statutory value added tax).

7.4 efiport GmbH may adjust the remuneration by giving two (2) months written notice to the end of a month. Increases per calendar year may not exceed the rates of the preceding calendar year by more than 10 % in total. In the event of an increase of the remuneration by more than 10 % in total, the customer is entitled to terminate the contract in its entirety at the end of the month, within a period of one month after receipt of the request for increase.

7.5 The customer shall only be entitled to offset claims which have been legally established or are undisputed in legal proceedings.

7.6 The customer is not entitled to withhold payments, unless the counterclaim of the customer originates from the same contractual relationship and is undisputed, acknowledged in writing or legally binding.

8. Duties of the customer

8.1 The customer is responsible for creating and maintaining the system requirements specified in the respective product description.

8.2 In particular, the customer shall ensure that a data connection exists between the transfer point and the workstation intended for use by the customer.

8.3 efiport GmbH is entitled to revoke access to a product made accessible by means of remote data transmission in the event that the customer violates or fails to perform an obligation as specified in these general terms and conditions. Prior to revocation, efiport GmbH shall inform the customer about the imminent revocation and shall give the customer the opportunity to prevent the revocation by permanently remedying the violation within a reasonable period of time as set by efiport GmbH, or by eliminating risk of recurrence by issuing an appropriate declaration of discontinuance to efiport GmbH, which is subject to penalty. Should access be revoked, access will only be restored if the concerned breach has been permanently eliminated or the risk of recurrence has been excluded by issuing an appropriate declaration of discontinuance to efiport GmbH, which is subject to penalty. Further claims of efiport GmbH remain unaffected.

9. Duration of contract and termination

9.1 The contract period of the respective license is based on the respective product description on http://www.efiport.de. The contract period begins from the time the access data is sent in the case of access via remote data transmission over the Internet or from the time the data medium is handed over in the case of a physical data medium. In both cases, the beginning of the contract period is independent of the use of the product.

9.2 Once the access period has expired, access to the respective product shall be deactivated without notification in the case that access was granted by means of remote data transmission via the Internet.

9.3 The right to terminate for good cause remains unaffected. For efiport GmbH, good cause exists in particular in the following cases:

a) if the customer is in arrears with the payment of the remuneration charged for the respective licence and does not pay within a period of six weeks despite a written notice and threat of a possible termination by efiport GmbH;

b) if the customer repeatedly or seriously violates the general terms and conditions and if the customer does not remedy this violation – as far as it can be remedied – within thirty (30) days after receipt of a corresponding written warning.

9.4 The termination must be submitted in writing.

9.5 Upon expiration of the period of use, the customer will delete or destroy all copies of the license material stored or created by the customer from the customer’s systems (including the destruction of non-electronic copies) and will confirm this in writing to efiport GmbH upon request.

10. Copyrights and rights of use

10.1 All copyrights, rights of use and other protective rights to the products and other protected materials made available to the customer (collectively “licence material”) remain with efiport GmbH or the respective producers of the licence material.

10.2 Upon conclusion of the contract the customer is granted the non-exclusive, non-transferable and non-sub-licensable right, limited to the duration of the contract, to use the licence material acquired by the customer for the customer’s own purposes according to the respective product description and these General Terms and Conditions. The Licensee’s rights of use shall only become effective after payment of the license fee.

10.3 The customer is expressly prohibited from removing any copyright notice, registration number or other features which serve for identification purposes from the licence material, from processing the licence material, from creating works derived from the licence material or from copying the licence material and using it in any other context for non-contractual use (e.g. in connection with seminars) or making it (publicly) accessible to others in any other way. §Section 69 d of the German Copyright Act remains unaffected.

10.4 The customer shall take reasonable precautions to prevent the use of the license material by unauthorized persons.

11. Liability for defects

11.1 efiport GmbH guarantees that the respective product handed over has the agreed quality at the time of handover and that the customer can use the product without infringing on the rights of third parties (clause 12 – violation of industrial property rights of third parties).

11.2 The agreed upon quality of a product results from the respective product description. A material defect of a product shall be deemed to exist if the product does not comply with the specifications in the product description and the suitability for use in accordance with the contract is thereby not only insignificantly impaired. A defect of title shall be deemed to exist if the customer could not be effectively granted the rights required for the contractual use.

11.3 Technical data, specifications and performance data in public statements, in particular in advertising material, are not statements of quality.

11.4 efiport GmbH would like to highlight that it is not currently possible to create computer software in such a way that it interacts flawlessly in all combinations with other software or hardware.

11.5 Any defects occurring shall be reported by the customer to efiport GmbH immediately by email to info@efiport.de and shall be documented in writing in a manner that is as comprehensible as possible for efiport GmbH.

11.6 Defects reported by the customer will be prioritised by efiport GmbH according to their urgency and severity and subsequently processed according to the respective prioritisation.

11.7 efiport GmbH will endeavour to resolve defects within a reasonable period of time. The method and manner of resolving the defects are at the reasonable discretion of efiport GmbH.

11.8 The removal of defects may also be effected in the form of instructions to the customer by telephone or in writing, as well as by providing a workaround.

11.9 The customer will support efiport GmbH in the analysis and processing of a defect in a reasonable way and will immediately grant access to the documents which show the detailed circumstances of the occurrence of the defect.

11.10 In the case of rent, the right to a reduction of rent according to §536 BGB as well as the right of self-removal according to § 536a para. 2 BGB are excluded.

11.11 Should it prove that a defect reported by the customer actually does not exist or is not due to a product provided by efiport GmbH, efiport GmbH is entitled to charge the customer for the expenses incurred through the analysis and other processing according to the current price list for services.

11.12 efiport GmbH is not obliged to maintain the product in a condition suitable for the use according to the contract. Nevertheless, efiport GmbH will periodically revise and update the respective product voluntarily at its own discretion. In spite of all care and diligence, however, a daily up-to-datedness cannot be guaranteed. The customer may inform efiport GmbH about any shortcomings at any time by email to info@efiport.de. efiport GmbH will immediately follow up on the notices. If necessary, the customer’s requests for changes or extensions will be taken into account in one of the next updates of the respective product.

11.13 Should legal or statutory provisions or other boundary conditions change or are newly introduced, which have an impact on the use of the product provided to the customer and may require an adjustment, efiport GmbH is not liable for such adjustment without a separate agreement between the customer and efiport GmbH.

11.14 efiport GmbH checks the quality of the contents provided by partners. The manufacturer is responsible for the contents, the topicality as well as the technical availability of the individual products. The customer can inform efiport GmbH about deficiencies at any time by email to info@efiport.de. efiport GmbH will immediately contact the respective providers in order to clarify possible deficiencies and to have them eliminated if necessary. Depending on the degree of severity, it is the responsibility of efiport GmbH to deactivate the online products.

12. Infringement on third-party property rights

12.1 If a third party asserts the infringement of industrial property rights by the product towards the customer, the customer shall immediately inform efiport GmbH in writing and leave the defence against these claims to efiport GmbH as far as possible or carry out the defence according to the instructions of efiport GmbH. The customer shall grant efiport GmbH all necessary authorizations for judicial or extrajudicial measures. The customer shall not acknowledge claims of third parties without the prior written consent of efiport GmbH or otherwise influence the defence of claims by efiport GmbH by actions not agreed upon with efiport GmbH.

12.2 The customer shall support efiport GmbH in the defence of the asserted claims to a reasonable extent. In particular, the customer shall provide all necessary information about the use of the respective product in writing, if possible, and shall provide the necessary documents for this purpose.

12.3 In the event that the rights of third parties are infringed upon, efiport GmbH shall be liable at its discretion, to either

a) provide the customer with the possibility of using the respective product or

b) modify or replace the infringing product without or only with effects that are reasonable for the customer, so that no more third-party property rights are infringed upon.

12.4 If the measures outlined in paragraph 3 require an unreasonable effort, efiport GmbH is entitled to terminate the contract for good cause. In this case, the customer’s right to assert claims for damages within the scope of the agreements made according to para. 13 remains unaffected.

12.5 Any necessary court and attorney’s fees incurred by the customer for legal defence shall be borne by efiport GmbH, provided that efiport GmbH is responsible for the asserted infringement of third parties’ industrial property rights and the customer has complied with its obligations according to para. 1 and para. 2.

12.6 The rights of the customer with regard to the infringement on industrial property rights of third parties are excluded in the event that the customer undertakes or causes to be undertaken modifications of the respective product which infringe industrial property rights without the consent of efiport GmbH, unless the customer proves that these modifications do not infringe any industrial property rights of third parties.

12.7 In all other respects, the provisions of the preceding paragraph 12 apply. 12.

12.8 Any further claims of the customer based on an infringement on third party industrial property rights are excluded. This exclusion shall not apply in the event of a guarantee, in the event of injury to life, body or health, or in the event of intent or gross negligence.

13. Liability

13.1 Notwithstanding the preceding regulations and the following limitations of liability, efiport GmbH is liable without limitation for damages to life, body and health, which are based on a negligent or intentional breach of duty of its legal representatives or its vicarious agents, as well as for all damages, which are based on intentional and grossly negligent breaches of contract as well as fraudulent intent, of its legal representatives or its vicarious agents.

13.2 efiport GmbH is not liable for slight negligence with regard to property damage and financial loss, unless it has violated a cardinal contractual obligation, the fulfilment of which makes the proper execution of the contract possible in the first place, and the violation of which endangers the achievement of the purpose of the contract and on the observance of which the customers regularly rely (hereinafter referred to as “cardinal obligation”). This liability for breach of such a cardinal obligation is in turn limited to the foreseeable damage typical for the contract. This shall also apply to lost profits and missed savings. efiport GmbH is not liable in the event of simple negligent breaches of secondary obligations not essential to the contract. The limitations of liability mentioned in 12.2 are also valid as far as the liability for legal representatives, executives and other assistants of Frankfurt School.

13.3 Any further liability of efiport GmbH is excluded regardless of the legal nature of the asserted claim. As far as liability is excluded, this also applies to the personal liability of the employees, workers, staff members, representatives and vicarious agents of efiport GmbH.

13.4 The parties assume that the typical, foreseeable damage will not exceed 25% in the respective individual case and per calendar year in total not more than 100% of the remuneration to be paid according to Section 5 in the respective calendar year.

13.5 Compensation for loss of data shall in any case only be paid if the Customer has fulfilled their obligations to properly operate their EDP system (e.g. documented data backup).

13.6 The strict liability of efiport GmbH for damages according to § 536a para. 1, 1st alt. BGB is excluded.

13.7 The liability of efiport GmbH under the Product Liability Act remains unaffected by the above provisions.

13.8 As far as the customer is not a consumer, claims become time-barred within 12 months. This does not apply to claims based on injury of life, body or health, fraudulent intent or a guaranteed quality.

14. Operational malfunction

efiport GmbH is not liable for damages caused by force majeure, riots, war and natural phenomena or other incidents for which it is not responsible (e.g. strike, lockout, traffic disruption, orders of higher authorities at home or abroad).

15. Payment of the statutory minimum wage in accordance with the Minimum Wage Act (MiLoG)

The Contractor guarantees that its employees are paid the statutory minimum wage. The Contractor declares that it is not excluded from the award of public contracts. In the event of a claim against the Client in this regard by third parties (§ 13 MiLoG, § 14 AEntG), the Contractor will indemnify the Client from all claims including legal defence costs upon first written request. Should the Contractor violate the regulations listed here, the Client is entitled to terminate the contractual relationship without notice. This shall also apply in the event that the Contractor violates the agreed obligations of proof.

16. Final provisions

16.1 There are no collateral agreements. Collateral agreements must be made in writing. Amendments, supplements and the cancellation of this contract must be made in writing to be effective. This also applies to the changes to the written form clause itself.

16.2 The business relationship between the customer and efiport GmbH is governed by German law.

16.3 If the customer is a merchant, a legal person under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship between the customer and efiport GmbH is exclusively the place of business of efiport GmbH.

17. Online dispute resolution

The European Commission provides a platform for the extrajudicial online settlement of disputes (the OS platform) at https://ec.europa.eu/consumers/odr . Please note that we do not participate in any dispute resolution proceedings before a consumer arbitration board.