General Terms and Conditions
of actimondo eG, In den Benden 13, 52459 Inden

General Provisions

1.1 The present General Terms and Conditions (GTC) of actimondo eG, In den Benden 13, 52459 Inden (hereinafter also referred to as “us” or “we”) apply to all of our business dealings with entrepreneurs within the meaning of the German Civil Code (BGB). Unless otherwise agreed, these GTC shall also apply to all future business transactions with our customers, even if not expressly agreed upon again. Should the customer’s terms conflict with or deviate from ours, such terms shall not be recognized unless we explicitly acknowledge them in writing. Our GTC shall also apply if we render services to the customer unconditionally in the knowledge of conflicting or deviating terms and conditions of the customer. Our GTC apply in particular to contracts for services (e.g. coaching, marketing, training, consulting, seminars both online and offline, operation of proprietary platforms, consulting videos, newsletters). Our services are directed exclusively at entrepreneurs within the meaning of § 14 BGB. By concluding the contract, you confirm that you qualify as an entrepreneur in this sense.

1.2 If we enter into individual agreements with the customer in a specific case (including side agreements, supplements, modifications), these shall take precedence over the present GTC. Individual agreements such as side arrangements, special assurances, and subsequent amendments to the contract must – unless proven otherwise – be made in writing or confirmed by us in writing.

1.3 Any legally relevant declarations and notifications by the customer relating to the contract with us (e.g. notification of defects, withdrawal from the contract) must be submitted in written or text form (e.g. letter or email). Statutory form requirements and the need for further proof—particularly in cases of doubt regarding the authority of the declaring party—remain unaffected. All references to the applicability of statutory provisions are for clarification purposes only in this context. Unless expressly modified or excluded in these GTC, statutory provisions shall apply even without such clarification.

2. Offers, Contracts, and Services

2.1 All of our offers are generally non-binding and without obligation, unless specific services have already been explicitly agreed upon in a particular offer. Our website and other informational materials (reports, whitepapers, brochures, advertisements, flyers, etc.) do not constitute offers within the meaning of German law; rather, they are invitations to submit an offer. This condition applies even if we have provided the customer with materials (e.g. drawings, reports, calculations, etc.) to which we fundamentally retain ownership and intellectual property rights.

2.2 The conclusion of a contract between us and the customer may take place either verbally (via video call, telephone, etc.) or in writing (contract offer). If the contract is concluded verbally, the customer is not entitled—unless otherwise agreed—to receive the contractual terms again in written form from us. Verbal agreements between us and the customer are established through mutually corresponding declarations of intent. In this context, the customer agrees that we may record the video call or telephone conversation for documentation and evidentiary purposes. The relevant statutory provisions shall apply. These also apply to contracts concluded using electronic communication means (including in the field of e-commerce).

2.3 We do not accept any liability for misunderstandings arising from non-written communication. Verbal or telephone declarations of intent generally require our written confirmation.

2.4 If a customer submits a contract offer to us (e.g. via a form on our website) and we receive it, we will promptly confirm receipt in writing by email. This confirmation of receipt only constitutes acceptance of the offer if we explicitly declare acceptance or confirm it by sending access credentials for the ordered service (e.g. login data). If acceptance is not declared simultaneously with the confirmation of receipt, we will either accept or reject the contract offer within three weeks of receiving it. The customer is bound by their offer for a period of three weeks, unless otherwise stated in the offer. A contract is only concluded upon receipt of our order confirmation (a written declaration of acceptance, e.g. in text form) or once we begin to provide the service.

2.5 The customer has a duty to cooperate in the provision of our services. Upon our first request, the customer shall promptly perform all necessary acts of cooperation. If the customer fails to fulfill these obligations in a timely and complete manner, this may result in our inability to provide the service, or to provide it in full. If a service proves to be non-performable after the order has been placed, we will inform the customer promptly. In such cases, we are entitled to withdraw from the contract within two weeks of the order confirmation and to refund any payments already received—without this giving rise to any further claims for compensation against us.

2.6 We provide services particularly in the areas of consulting and training as defined in § 611 BGB. We also offer seminars and specialized consulting services. The scope of services is determined by the order confirmation, the service description, or any other agreements made between us and the customer. Our services may be delivered in various formats, such as via video, multimedia, telephone, or in premises provided by us. The content of the service is otherwise defined in the respective service description of the contract. Unless expressly agreed otherwise in writing, we do not owe the production of a specific work result. In particular, the success of certain measures (e.g. marketing) can only be forecast based on our experience. The customer acknowledges that a specific success is not owed by us. If a separate remuneration is agreed upon for achieving a specific outcome, this shall be billed as a success-based payment. However, in principle, there is no entitlement to the achievement of a particular result.

2.7 With regard to the content of a service contract concluded with us, we reserve the right to determine the performance in accordance with § 315 BGB.

2.8 Our services, materials, and methods are (partially) based on third-party products (e.g. Google, LinkedIn, eloomi, Vimeo). With regard to these third-party products or services, we do not assume any liability for a specific performance outcome.

2.9 We will perform the agreed services with the required due care in accordance with the contractual provisions. We are entitled to engage third parties or service providers for this purpose. Force majeure, strikes, or circumstances beyond our control—whether on our part or caused by one of our service providers—shall extend the performance period by the duration of the disruption, plus a reasonable start-up period of at least one week. Alternatively, we may withdraw from the contract in whole or in part with respect to the portion of the service or delivery not yet fulfilled.

3. Term and Termination

3.1 The contract is concluded for the fixed term agreed upon in the respective main agreement. Any rights of the customer to terminate the contract early or at will during the contract term are excluded.

3.2 Unless otherwise agreed between us and the customer, the contract term shall automatically renew for a period equal to the initial term, unless one of the contracting parties terminates the contract no later than 4 weeks before the end of the initial or extended term (= notice period). To be effective, any termination must be made in writing.

3.3 The right to terminate the contract without notice for good cause—by either the customer or us—remains unaffected.

3.4 In the event of early termination by the customer for good cause, our entitlement to remuneration remains unaffected. The customer retains the right to prove that we have incurred no damage or significantly less damage.

4. Prices, Payment Terms, SEPA Direct Debit, and Invoicing

4.1 All of our price quotations are net prices and are stated exclusive of applicable statutory value-added tax (VAT).

4.2 We are entitled at any time to demand advance payment from our customers in accordance with § 321 BGB, i.e. to provide our services only against prepayment at our discretion.

4.3 Unless a separate payment term has been agreed between us and the customer, invoices are due for payment within 14 days without deduction. Any agreement regarding a cash discount (Skonto) must be made in writing. If a direct debit authorization is granted, we will generally debit the account at the time payment is due. A direct debit authorization, once granted, shall remain valid for future invoices arising from additional services until revoked.

4.4 We are entitled at any time to declare all outstanding invoices due without prior reminder, particularly if we become aware of any risk to our payment claim. We exclude the set-off of our claims against counterclaims of the customer that are not acknowledged by us or not legally established. The same applies to any right of retention based on such counterclaims, unless these arise from the same contractual relationship.

4.5 Invoice complaints must be reported to us without delay in accordance with § 121 BGB. After a period of 14 days from receipt of the invoice, complaints will no longer be accepted. If we have entered into an installment payment agreement with the customer, all installments must be paid on time. If the customer defaults on any installment payment, we are entitled to terminate the installment agreement and declare the entire outstanding amount due immediately.

4.6 In the event of default by customers who are not consumers, we charge the statutory interest rate (9 percentage points above the base rate). We reserve the right to claim further damages resulting from the delay.

4.7 Payment for the contractually agreed services may also be made in advance using the SEPA direct debit procedure. For this purpose, you are obligated and agree to submit a written and signed SEPA direct debit mandate to us immediately after the video call or telephone conversation—initially via email to: info@actimondo.com, and subsequently by post to: info@actimondo.com, In den Benden 13, 52459 Inden. The following template must be used for this purpose:

I hereby authorize actimondo eG, In den Benden 13, 52459 Inden, represented by the Executive Board Dr. John Kettler, and its authorized agents, to collect recurring due payments from the following business account:

IBAN:

to be collected by SEPA Core Direct Debit. At the same time, I instruct my financial institution to honor the direct debits drawn by actimondo eG, In den Benden 13, 52459 Inden from my account. I may request reimbursement of the debited amount within eight weeks, starting from the date of the debit. The terms and conditions agreed with my financial institution shall apply to payments made by SEPA Core Direct Debit.

First and Last Name of the Account Holder:

Street and House Number:

Postal Code and City:

Bank Name
(Name and BIC):

IBAN:

Place, Date:

Signature of the Managing Director / Authorized Representative:

5. Events, Platforms, Cancellations, and Rebookings

5.1 Customers participating in events organized by actimondo eG may, by way of exception to the above provisions, also be consumers or private individuals. Depending on the format, events are held in person, online only, or as hybrid events. The event program and related information provide details in this regard.

5.2 If the customer participates in events organized by actimondo eG, the prices stated for the event shall apply. In addition to the listed prices, individual pricing arrangements may also be made. The stated prices for events include the event services and available event materials, unless otherwise specified by us on an individual basis. Unless explicitly stated in the offer, catering is not included in the price.

5.3 The customer is obligated to pay the participation fee immediately upon booking the event with actimondo eG. The customer will be denied participation in the event if the corresponding fee has not been paid by the start of the respective event.

5.4 Any additional costs related to the event, such as accommodation and travel expenses, shall be borne by the customer. If the customer participates only partially in the event or fails to attend, they are not entitled to a reduction of the participation fee.

5.5 If illness or other reasons prevent the customer from attending a booked event, the customer is entitled to transfer their entitlement to the booked service to a third party. However, this is subject to the condition that the full participation fee has been paid.

5.6 If an event cannot be held in person at the event location due to force majeure, we will generally offer an online alternative on the same or a different date. The alternative event date will be communicated to the customer in advance by email. If the customer does not wish to participate in the alternative event, they must notify us immediately after receiving our notice.

5.7 In the event of payment default by customers who are not consumers within the meaning of § 13 BGB, we are entitled to charge a flat-rate default fee of €50.00 in accordance with § 286 (5) BGB.

5.8 If the customer declares their withdrawal from the event in writing and for good cause up to 6 weeks before the start of the event, a processing fee of 30% of the respective participation fee will be charged. For withdrawals made less than 6 weeks but up to 3 weeks before the event, 50% of the participation fee will be due. If the withdrawal is received by us less than 3 weeks before the start of the event, the full participation fee will be charged. However, the customer reserves the right to prove that we have suffered no damage or significantly less damage than the above-mentioned flat rates.

5.9 The event location will be communicated to the customer in advance and is stated in the current event description or in the confirmation of participation.

5.10 In the event that an already booked and confirmed event must be canceled due to an official prohibition or as a result of official restrictions or requirements (e.g. during pandemics or force majeure), actimondo eG is entitled to offer the customer a replacement event with at least 4 weeks' notice, to be held within 12 months after the date of the canceled event. Only if no such replacement offer is made by actimondo eG within this period shall the customer be entitled to withdraw from or cancel their participation. This does not affect the customer's right to withdraw or cancel for good cause. We recommend taking out cancellation insurance (e.g. with ERGO at www.erv.de).

5.11 We reserve the right to make reasonable unilateral adjustments to previously announced event times. Whenever possible, such adjustments will be communicated to the customer at least one week in advance. This does not result in a shortening of the contract duration.

5.12 Customers acting as sponsors at an event organized by actimondo eG agree to pay the sponsorship fee in accordance with the amounts and payment terms specified in the sponsorship agreement. Unless otherwise agreed and stated in the sponsorship contract, the sponsorship fee must be paid within 30 days of invoicing. All invoices issued to the sponsor by actimondo eG will include the applicable payment terms. For payments made by bank transfer: any bank charges incurred shall be borne by the sponsor.

5.13 If the customer cancels their sponsorship more than 3 months prior to the event, a cancellation fee of 50% of the sponsorship amount will be due. If a sponsor cancels within 3 months before the event, the sponsor agrees to pay 100% of the contractually agreed sponsorship amount as a cancellation fee. If a sponsor cancels with an outstanding balance, the sponsor remains liable for the full outstanding amount, plus reasonable legal fees incurred in the collection process. Cancellations must be submitted to actimondo eG in writing. The customer hereby acknowledges that the cancellation fee represents a reasonable estimate of the anticipated losses and costs incurred by actimondo eG as a result of the sponsor's cancellation, and does not constitute a penalty. For the avoidance of doubt, actimondo eG is under no obligation to mitigate its losses and/or costs under such circumstances, and the cancellation fee remains payable even if actimondo eG secures a replacement sponsor.

5.14 By appearing on our websites and online platforms (e.g. by booking a virtual booth) or by participating in in-person events, the customer confirms that their company agrees to our General Terms and Conditions. Registrations are processed and confirmed in the order in which they are received, using an address database. Booking a presence with actimondo eG can be completed in writing via the online registration form, by email, fax, or by recording a video call. The customer will first receive an email confirming that their registration form has been received. Shortly thereafter, the customer will receive written confirmation of the registration sent to the address provided in the registration, along with our invoice. 100% of the booking fee is due 30 days after receipt of the invoice. The due date for payment is stated on the invoice.

5.15 The decision regarding admission to the event presence and the approval of displayed materials (e.g. roll-up banners, documents, videos, etc.) is made by actimondo eG. There is no legal entitlement to admission. actimondo eG reserves the right to exclude or remove materials that are not approved or not eligible for approval from the exhibition. No claims may be made based on competitor exclusion. The customer is responsible for ensuring that all content is free of violence, incitement to criminal acts, or obscene material. actimondo eG assumes no liability for content provided by the customer. The duration of the customer’s presence at actimondo eG events or on platforms and websites provided by actimondo eG is specified on the invoice.

5.16 The customer may withdraw from their presence on actimondo eG websites and platforms at any time; however, in such cases, the presence will be taken offline. The customer has no legal entitlement to a refund of any fees incurred for the presence. Withdrawal from an existing contract for such presence must be made in writing (via email to info@actimondo.com); otherwise, it is not valid.

5.17 actimondo eG strives to provide optimal service to its customers. Should access to actimondo eG websites or platforms be unexpectedly unavailable for a period of 10 consecutive days, the customer will receive a pro-rata refund of the contractually agreed usage fee for the duration of the outage. For shorter periods of unavailability, these are considered maintenance periods and do not entitle the customer to any refund.

5.18 actimondo eG provides customers with access to a media library containing recorded content. The period of use is contractually agreed with the customer. Unless otherwise agreed, access to the media library is granted exclusively to the purchasing customer. Sharing access credentials with additional persons is not permitted. If actimondo eG becomes aware of unauthorized sharing, it is entitled to claim fees for unauthorized use and to block the access credentials. In such cases, the customer is not entitled to a refund.

6. Liability

6.1 Unless otherwise stated in these General Terms and Conditions of actimondo eG or in other applicable provisions, we shall be liable for breaches of contractual and non-contractual obligations solely in accordance with statutory regulations.

6.2 We are liable for damages (regardless of the legal basis) within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, and subject to a more lenient standard of liability under statutory provisions (e.g. duty of care in one's own affairs), we are only liable for damages resulting from injury to life, body, or health, and damages arising from the breach of a material contractual obligation (i.e. an obligation whose fulfillment is essential for the proper execution of the contract and on which the customer regularly relies and may rely); in such cases, however, our liability is limited to compensation for foreseeable damages typical of this type of contract.

6.3 The limitations of liability set out in Section 6.2 also apply in the event of breaches of duty by, or in favor of, persons whose fault we are legally responsible for (e.g. service providers). The customer may only withdraw from or terminate the contract if we are responsible for the breach of duty that does not relate to a defect in the service.

6.4 We are not liable for the implementation of the content conveyed in our seminars, consultations, and coaching sessions. The customer is solely responsible for applying this content. We do not guarantee that implementing the content delivered in our seminars, consultations, and coaching will lead to the desired success. In this context, we expressly point out the service-based nature of our offerings.

7. Intellectual Property Rights; Contractual Penalty; Conduct and Consideration

7.1 We reserve all rights of use under copyright law to the materials used and/or published by us (including photos, videos, audio recordings, texts, brochures, webinars). Any use of these materials—particularly reproduction, distribution, use for instructional purposes, translation, reprinting, or public presentation—without the express written consent of actimondo eG is prohibited. Requests for permission concerning copyright matters must be submitted to actimondo eG in writing, either by email or by post. If approved, we will provide the customer with written confirmation of the granted permission.

7.2 The customer's right to use the aforementioned materials is otherwise limited to use within the scope of the contractual purpose (e.g. access to the password-protected member area during the contract term—without permission to reproduce or distribute the content). No usage rights are granted with respect to our advertisements or texts published on our websites or within forums or groups.

7.3 If the customer reproduces, distributes, or otherwise uses our materials protected under Section 7.1 outside the scope of the agreed contract, a contractual penalty shall be incurred. This penalty will be determined by us at our reasonable discretion—taking into account the extent of the violation and the resulting damages—and will be subject to judicial review in case of dispute. This does not exclude our right to assert further claims for damages beyond the contractual penalty.

7.4 In addition to the contractual penalty, a violation as defined in Section 7.3 will generally be reported to the relevant law enforcement authorities for criminal investigation (criminal complaint). This applies in particular to the unauthorized use of our materials or methods by customers. Civil claims (in particular claims for damages) remain unaffected.

7.5 We reserve the right to temporarily or permanently exclude customers from participation in our communities and groups if our interests are more than insignificantly harmed or impaired by the customer (e.g. as a result of defamatory or business-damaging statements).

7.6 As part of their duty to cooperate, the customer is obligated to provide us only with image, video, or audio material that is free of third-party rights. The customer shall fully indemnify us against any claims by third parties arising from the infringement of intellectual property rights in this context.

7.7 The customer is not permitted to share the login credentials or user account provided by us—granting access to our platforms, programs, or training content—with third parties, unless we have expressly approved such sharing (e.g. for permanent employees of the customer). Unauthorized sharing of the customer account constitutes a criminal offense, which we will pursue under both civil and criminal law.

7.8 We are entitled to permanently monitor customer access to our IT systems through IP address verification. We hereby prohibit the use of technologies that obscure, alter, or anonymize the user's IP address and/or MAC address when accessing our IT systems, programs, or training content (e.g. Tor browser).

7.9 If the customer culpably violates the obligations set out in Sections 7.7 and 7.8, we are entitled, at our reasonable discretion, to temporarily or permanently suspend the customer's account access to our systems. The customer’s contractual obligations toward us remain unaffected in such cases.

7.10 We prohibit any customer actions that disrupt or impair the flow of our coaching, training, and program operations or negatively affect the experience of other customers. In the event of repeated culpable violations by the customer, we reserve the right—at our reasonable discretion—to temporarily or permanently suspend the customer's account and access to our content, programs, platforms, coaching, training, etc. The customer’s contractual obligations toward us remain unaffected in such cases.

8. Compliance with the Principles of actimondo eG

8.1 We expect our customers to adhere to the customary conduct of a responsible and honest businessperson in their dealings with us and with other customers. actimondo eG reserves the right to take civil legal action against any unlawful, improper, or baseless statements about actimondo eG and its services—whether made by customers, competitors, or any third parties—including, in particular, false factual claims and defamatory remarks. In addition, we reserve the right to file a criminal complaint without prior notice, if necessary.

8.2 We treat our employees and customers with respect—and we expect our customers to always treat other customers and our employees with the same level of respect.

8.3 We reject all inhumane and radical ideologies—particularly right-wing and left-wing extremism. Furthermore, we reject any worldview that is not compatible with the democratic constitutional order of the Federal Republic of Germany.

8.4 Customers who promote inhumane and radical ideologies as defined in Section 8.1 are prohibited from participating in our events. We expressly state that we do not tolerate any form of criminal behavior by customers.

8.5 We are entitled to exclude customers from the remainder of an event if they violate our moral principles, following a formal warning. If the customer has demonstrably committed or commits a criminal offense, we reserve the right to exclude them from actimondo eG events without prior warning. The customer’s contractual obligations toward us remain unaffected in such cases.

9. Contacting Customers of actimondo eG

9.1 We allow our customers, on a case-by-case basis, to contact other customers of actimondo eG—whom they have met during events, coaching sessions, consultations, or training seminars—for the purpose of initiating business or collaboration. However, systematic customer acquisition is prohibited. No customer of actimondo eG may be harassed by solicitation efforts that can be traced back to contacts made during actimondo eG events.

9.2 In the event of a culpable violation, actimondo eG is entitled—after issuing a single warning and in the case of recurrence—to exclude the customer, at its reasonable discretion, temporarily or permanently from participating in online and offline events, platforms, trainings, etc. of actimondo eG. The customer’s contractual obligations toward us remain unaffected in such cases.

10. Withdrawal (Right of Revocation)

actimondo eG enters into contracts exclusively with entrepreneurs as defined in § 14 of the German Civil Code (BGB). The customer does not have a right of withdrawal, even if the contract is concluded solely through the use of distance communication means.

11. Data Protection, Disclosure of Information, and Trade Secrets

11.1 actimondo eG stores and uses personal customer data (e.g. from application forms: name, address, telephone number, email address, personal interests, financial circumstances, hobbies, personality-related information) in accordance with applicable data protection laws. By submitting an offer to enter into a contract, the customer gives revocable consent to the storage and processing of their personal data transmitted to actimondo eG.

11.2 By submitting an offer to enter into a contract, the customer gives revocable consent to being contacted by employees of actimondo eG via means of distance communication (email, SMS, telephone, messenger services, etc.). This consent also includes the receipt of promotional content. When withdrawing consent, the customer must specify the extent to which the consent is being revoked (e.g. for promotional messages only).

11.3 Every individual affected by data processing has the right of access pursuant to Article 15 GDPR, the right to rectification under Article 16 GDPR, the right to erasure under Article 17 GDPR, the right to restriction of processing under Article 18 GDPR, the right to object under Article 21 GDPR, and the right to data portability under Article 20 GDPR. The rights of access and erasure are subject to the restrictions set out in §§ 34 and 35 of the German Federal Data Protection Act (BDSG). Additionally, there is a right to lodge a complaint with a data protection supervisory authority (Article 77 GDPR in conjunction with § 19 BDSG). Any consent to data processing or use that has been given may be withdrawn from us at any time. The customer also receives a separate privacy policy. The customer may contact the data protection officer of actimondo eG at any time via the following email address: compliance@actimondo.com erreichen.

11.4 During our video calls, events, trainings, and consultation sessions, other customers may disclose internal company information and business-related details. In this regard, absolute confidentiality must be maintained toward external parties and third parties. The dissemination of such information is strictly prohibited.

12. Final Provisions

12.1 If the customer is a merchant, the place of jurisdiction shall be our registered office. However, we also reserve the right to bring legal action against the customer at their place of residence.

12.2 The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

12.3 The contractual language is German.

12.4 Unless otherwise stated in the order confirmation, our registered office is 52459 Inden.

12.5 Should any provision of these General Terms and Conditions be or become wholly or partially invalid, unenforceable, or void, or should any provision that is in fact necessary be missing, the validity and enforceability of the remaining provisions shall not be affected. In place of the invalid, unenforceable, or missing provision, the parties shall agree on a legally permissible provision that most closely reflects what the parties intended or would have intended in accordance with the spirit and purpose of this agreement had they been aware of the invalidity or omission. It is the express will of the parties that this severability clause does not merely constitute a reversal of the burden of proof, but that § 139 BGB (partial invalidity) is entirely waived.

Version: January 2024