In the following document, the contractual partner of TÜV Italia S.r.l. - Akademie Business Unit will be referred to as “Participant” and TÜV Italia S.r.l. - Akademie Business Unit will be referred to as “Akademie". The Participant and Akademie will be referred to together as the "Parties".
1.1 - These General Conditions apply to all events, such as training courses, seminars and workshops (hereinafter defined as “Courses") organised by Akademie.
1.2 - Akademie delivers mainly courses for companies, legal entities under public law or special funds under public law. Accordingly, these general terms and conditions ("General Conditions" below) were drawn up primarily for the aforementioned group of persons and will be applicable to all commercial relationships between Akademie and the Participants. Notwithstanding the foregoing, these General Conditions will also apply to commercial relationships between Akademie and users (Article 3 - letter a) of the Italian Consumer Code). However, in such cases the following special provisions will apply to these General Conditions:
1.3 - These General Conditions apply on an exclusive basis. Any General Conditions of the Participant that conflict with or modify these General Conditions, shall form part of this Contract only if Akademie consents to this. The aforementioned consent requirement will apply in all cases, including those in which Akademie is aware of the Participant's General Conditions and provides courses for the Participant without reservation.
1.4 - Any individual agreements concluded with the Participant (including secondary agreements and amendments) will take precedence over these General Conditions. The content of these agreements will be validated by a written contract or, as appropriate, by written confirmation from Akademie, subject to proof to the contrary.
2.1 - Akademie's offers are not binding and may be amended, unless it is specifically agreed in writing that the offer is binding. This shall also apply to the payments in question.
2.2 - The contractual purpose will be to provide the agreed services i.e. the training courses offered, and not the actual achievement of specific objectives.
2.3 - Participants in courses/events, either free or paid, must register through the website www.tuvsud.com/it-it/store/italia, first registering in the reserved area. Registration is free. Data provided upon registration will be used to draw up the invoice. Registered users can transmit and manage the registrations directly from their own reserved area. By transmitting his/her enrolment, the Participant confirms his/her participation in the event and commitment to pay the fee for the course/event selected.
2.4 - Akademie will be entitled to deploy subcontractors in order to implement the contract.
2.5 - It will be possible for a Participant to cancel his/her enrolment or order through his/her reserved area. The registration process can be renounced without the requirement to pay cancellation fees, on condition that the opt-out is notified within 14 calendar days prior to the course commencement date. After this date elapses, the Customer shall be liable to pay the entire enrolment fee. If the course is cancelled after these deadlines or if the Participant does not attend or ceases his/her attendance prior to the end of the course, the fees in question will be due in full. A replacement Participant can be designated by communicating the new name by e-mail to [email protected] by the course commencement date. The foregoing is without prejudice to the Client's entitlement to withdraw from the contract. Alternatively, the course fee will be maintained as a “bonus” for later enrolment in any course/event organised by Akademie.
3.1 - Except where an individual agreement has been signed or where there is another basis for determining the fees, the Akademie rates in force at the time of the service provision shall apply. The fees are due before the course/event commences, and after Akademie has received the email confirming the course. Payments may be made only by bank transfer or credit card. Akademie will issue a regular invoice for this service (the same data will be used as the data entered when registering on the website www.tuvsud.com/it-it/store/italia).
3.2 - Akademie course fees include course delivery, meals, coffee breaks and instruction materials, save as otherwise agreed in writing.
3.3 - The course cannot be subdivided among several Participants. Parts of a course cannot be booked at a reduced rate, unless this option is specifically agreed in the program.
4.1 - The courses are managed as anticipated in the published course program or, as relevant, as agreed individually with the Participant. Akademie reserves the right, however, to make changes provided that this does not significantly modify the course objectives in question, as face to face classroom or as virtual classroom.
4.2 - No entitlement exists to have a particular teacher for the course nor to have the course delivered in a particular place, if this issue arises. No entitlement to a refund or replacement exists if the Participant does not attend part of the course.
4.3 - Akademie reserves the right to cancel a course if there is good reason for doing so, and if the cause of such cancellation cannot be ascribed to Akademie. The reasons for cancelling a course may include (without limitation): the teacher's unexpected illness or the occurrence of an event of force majeure. In this event, amounts already paid will be refunded. The Participant will not be entitled to claim further compensation in respect of the said cancellation.
4.4 - A guarantee applies to the implementation of courses that are specified as “confirmed courses”. If a specific course is already full at the time of booking, no entitlement exists to participate in this course. Nevertheless, Akademie reserves the right to cancel a course if the teacher falls ill or in the event of force majeure. If a course is cancelled, Akademie shall endeavour to propose an alternative course commencement date to the Participant. The Participant may freely decide whether to accept the alternative date or to withdraw from the Contract.
4.5 - TÜV Italia reserves the right to postpone or cancel the scheduled course by informing Participants to this effect.
4.6 - If the Participant has not yet received a payment request for a course that has been postponed or cancelled, he/she will be informed of the next training session on the sector/topic pertaining to that course.
4.7 - If the Participant has already made payment, it will be fully refunded. The Participant will not receive any additional amount as reimbursement for any additional costs which he/she incurs in relation to a course that has been cancelled or postponed.
4.8 - The courses are confirmed, at TÜV Italia's discretion, when the minimum number of participants envisaged for that course has been reached; this number varies depending on the type of course in question, also at TUV Italia's absolute discretion. Confirmation is sent to Participants by e-mail, no later than 5 business days prior to the course commencement date.
4.9 - TÜV Italia undertakes to notify the confirmation/cancellation/change of location and/or date of a course/event within 5 business days prior to the course commencement date. All communications are sent to the email address which the user provides upon enrolment/registration.
5.1 - Akademie's legal responsibilities shall be regulated by applicable legal provisions, save as otherwise provided in these General Conditions, including the following clauses.
5.2 - Aside from the actual legal basis involved, the liability of Akademie in law shall be based on culpable misconduct or gross negligence. Where it is guilty of mere negligence, and where more favourable provisions apply (e.g. for due diligence in conducting one's business affairs), Akademie will be liable exclusively for (i) loss resulting from death, personal injury or damage to health, or for (ii) loss arising from a material breach of an essential contractual obligation (i.e. an obligation whose fulfillment is necessary in order for the contract to be properly implemented and for the contractual counterparty to be able to rely upon that obligation); however, Akademie's liability in the latter case is limited to loss that is generally foreseeable at the time of the contract signing.
5.3 - The limitation of liability pursuant to Article 5.2 will also apply to cases where an obligation is breached by or, as relevant, in favour of persons for whose acts/conduct Akademie is liable under law, or where Akademie's corporate bodies, experts or other employees are directly liable or liable in person. The limitation will not apply if Akademie or the aforementioned persons deceptively omit to notify an irregularity, or where a quality guarantee is specially agreed, or in relation to claims pursuant to the Italian law on manufacturers' liability (also provided for by Articles 114 et seq. of the Italian Consumer Code).
5.4 - The Participant shall immediately notify Akademie in writing of any claims for which Akademie is being held liable.br /> 5.5 - Any claims for compensation for loss to which the limitations pursuant to Article 5 hereof apply, are subject to applicable legal provisions.
6.1 - Copyright protection applies to any materials that are provided to Participants, including documentation, software and other media made available in order to deliver the course. The copying, transfer or use of all or part of the aforementioned material for other purposes is not permitted without Akademie's prior approval in writing.
6.2 - The use of the TÜV SÜD name/figurative mark combination on media other than the course certificate (e.g. on business cards) will be forbidden in the absence of Akademie's prior approval in writing.
6.3 - Akademie will treat as confidential any commercial and operational secrets disclosed to it while the courses are being administered and will not disclose or use such information outside the course, unless authorised.
6.4 - Akademie will process the personal data of Participants for its own purposes and in order to ensure that the Contract is properly implemented. Akademie avails of special systems for the automated processing of data and of other systems. During data processing operations, Akademie will ensure compliance with all data protection rules and regulations in force.
7.1 - The court of competent jurisdiction for any claims raised by the Parties will be the place where Akademie's registered office is located, save as envisaged by Article 66-bis of the Italian Consumer Code.
7.2 - The location of Akademie's registered office shall be the criterion applied to determine the place of implementation for all obligations arising under the Contract.
7.3 - The contract and any legal relationships arising therefrom shall be governed exclusively by Italian law, excluding the provisions of private international law and of the United Nations Convention on Contracts for the International Sale of Goods.
In the following document, the contractual partner of TÜV Italia S.r.l. will be referred to as the “Customer”, and TÜV Italia S.r.l., Business Unit Akademie will be referred to as “Akademie”. The Client and the Akademie will be referred to together as “Parties” or individually as “Party".
These General Conditions apply to the Customer’s use of the E-Learning platform (“E-Learning Solution”). These General Conditions may also be applied for the possible provision by Akademie of additional services associated with the E-Learning platform.
These General Conditions are divided into two sections:
SECTION 1: contains special provisions for the use of the platform in Software As A Service mode (SaaS) through the website of TÜV Italia S.r.l. (www.tuvsud.com/it-it/)
SECTION 2: contains general provisions.
The use of the E-Learning platform is regulated exclusively by these General Conditions. Any terms and conditions of the Customer that happen to conflict with these General Conditions (if present) shall not be applicable. Any amendments and/or supplements to these General Conditions shall be specifically approved and agreed in writing with TÜV Italia S.r.l. - BU Akademie.
1.1 - Akademie’s main contractual obligation within the context of the SaaS model is (i) to permit the Customer to access to the E-Learning platform in the version made available by Akademie and (ii) to guarantee access to content reserved by the Customer, as part of the E-learning platform (“SaaS Services”, below).
1.2 - Content made available as part of the SaaS Services is defined and specified in the contractual document (purchase order). Akademie will accept no liability in the event that the SaaS Services fail to meet the Customer's expectations.
1.3 - Akademie will be able to make any changes to the SaaS Services that prove necessary. More specifically, it may make updates or upgrades in order to improve and/or correct errors or problems encountered in the SaaS Services in conformity with the provisions of subsection 1.2 above.
1.4 - Akademie will be under an obligation to make the SaaS Services available and accessible online. The availability of the SaaS Services will be guaranteed on average for 97% of the time in any one year (365 days). The point of demarcation where the availability is measured will be the WAN output from the router of the data center used to provide the SaaS services. Maintenance times are deducted when making the availability calculation, in accordance with §1.7. Akademie will be obliged to monitor the SaaS services and the availability of the respective servers required in order to provide those services.
1.5 - The SaaS Services provision does not include provision of the Internet connection to Customers, but only the provision of the SaaS Services to be accessed online, within agreed availability parameters. The Customer's observance of system technical requirements will be a precondition for the use of the SaaS Services. The following are the technical requirements required in order to use the SaaS Services:
Internet Explorer 11+ / Firefox 38+ / Chrome 37+ / Safari 7+ / Microsoft Edge 40+
In addition, the Customer requires audio reproduction systems (headphones or loudspeakers) and a microphone in order to utilise the e-Learning content.
In case of updates Akademie is entitled to alter the system technical requirements in order to ensure cutting-edge technical standards, and to notify Release Notes to Customers. Akademie shall, in any case, guarantee functionality and/or support for browsers made available for free.
1.6 - Customers shall not use the SaaS Services in a way that could compromise the safety and/or performance of the SaaS infrastructure.
1.7 - Akademie will be entitled to carry out scheduled maintenance operations during the following maintenance periods: 1 hour every two months, outside Akademie’s core business periods. In addition, Akademie is entitled to carry out unscheduled maintenance operations up to 1 hour per month, provided that such operations are notified to the Customer with reasonable advance notice, explaining why such maintenance is required. The SaaS-Services will not be available during such maintenance periods.
1.8 - The contract is concluded by means of an order on Akademie’s online store. The Customer can add the desired content to his/her purchase cart. By going to the checkout facility and agreeing to a definitive, binding order, the Customer will be entitled to access the SaaS Services, once the invoice has been paid (which will be sent to the Customer).
2.1 - Akademie grants the Customer a non-exclusive and non-transferable right to use the SaaS Services, with reference exclusively to the period indicated in subsection 3, below. This includes the right to access the SaaS Services and to save copies of the E-learning content on the Customer's main storage device, which are automatically created during such access.
2.2 - The aforementioned right of use applies in respect of the number of authorised users agreed upon at the time of the order. An authorised user must be a natural person i.e. an individual. A change of individual assigned to a user account is permitted only with Akademie's prior approval. The Customer is not entitled to use the SaaS Services more extensively than specifically permitted by the provisions of these General Conditions and of the contractual documents (purchase order). More specifically, the Customer will not be entitled to (i) allow third parties to access the SaaS Services except as specifically permitted by these General Conditions, (ii) to make changes to the "SaaS Services", or (iii) to grant sub-licenses for the SaaS Services purchased.
2.3 - To the extent that the contractual documents include additional content, Akademie grants the Customer a non-exclusive right, limited to the term of this Agreement (in accordance with subsection 3) to download and print a hard copy of the content and create a backup copy, unless the contractual documents provide otherwise.br /> 2.4 - The Customer acknowledges that Akademie has the sole right, limited in time in accordance with subsection 3, to use the content referred to in subsection 5 and, in particular, to copy and adapt the content insofar as necessary, in order to provide the Customer with the SaaS Services.
3.1 - In the event of online sale to end-users for non-professional use, the Italian Consumer Code pursuant to Legislative Decree 206/2005 will be fully effective and applicable. The term "user" or "consumer" within the meaning of Article 3 of the Italian Consumer Code shown in: the natural person who acts for purposes unrelated to the entrepreneurial or professional activity conducted.
3.2 - Right of Withdrawal
In conformity with Article 52 of the Italian Consumer Code, the user is entitled to withdraw from the contract within 14 days without the requirement to give reasons. The user will be entitled to withdraw from the contract within fourteen days from the contract signing date. In order to exercise one’s right of withdrawal - in conformity with Article 54 of the Italian Consumer Code - a registered letter with proof of receipt or a certified e-mail should be sent to TÜV Italia Srl - Akademie, via Isonzo 61 – 40033 Bologna (BO) e-mail [email protected], certified e-mail address pec [email protected], Tel 051/2987411, expressing one's intention to withdraw by making a clear declaration to this effect, and providing the requisite references to the relevant order made. The user can use the form available in subsection 3.4 below, accompanied by instructions for exercising the right of withdrawal.
3.3 - Legal effects of the contract withdrawal
In conformity with Article 55 et seq. of the Italian Consumer Code, the User will be refunded all payments received including shipping costs (if any) no later than 14 days from the date on which the notice of withdrawal is received. This refund shall be made using the same payment method as that used for the original transaction, save as otherwise agreed.
3.4 - 3.4 Akademie provides a specimen withdrawal form below.
(If you wish to withdraw from the contract, please complete the following form and return it to the addresses indicated below):
(*) Delete the entry
3.5 - Akademie stresses that the user will forfeit his/her right of withdrawal in relation to the supply of digital content not delivered on physical media after the supplier has begun implementing the contract, and unless the user:
4.1 - The agreement for the use of the SaaS Services commences as from the Order date. The agreement will be automatically renewed for the same period unless it is cancelled, by transmitting a notice of termination within one month from the contract term expiry date.
4.2 - The contract may be terminated pursuant to Article 1456-bis of the Italian Civil Code in the following circumstances:
4.3 - Akademie is entitled to remove all Customer content from the Infrastructure of the SaaS Services within 90 calendar days after the contract termination. The Customer will be responsible for saving any content before then. Akademie shall release Customer content, if the Customer makes a written request to this effect.
5.1 - Customer Content means any content or data loaded on the IT infrastructure used to provide the SaaS Services (hereinafter “SaaS Infrastructure") originating from a Customer or any from user authorised by the Customer.
5.2 - The Customer is not authorised to upload content that:
5.3 - If so requested, the Customer shall remove any Customer Content that infringes the provisions of subsection 5.2, within a reasonable period of time determined by Akademie. Akademie is entitled to remove any content and data from the SaaS Infrastructure, if the Customer does not do so by the deadline as determined above.
5.4 - In this event, the Customer will fully indemnify Akademie against any loss that may result directly and/or indirectly from the Customer content, including legal and defense costs.
5.5 - Akademie assumes no liability for Customer content.
6.1 - The Customer's rights, without prejudice to the provisions of section No. 3, are regulated by applicable legal provisions.
6.2 - In addition, Akademie provides the Customer with support level 1 and 2 during business days (excluding Saturday) from 9:00 to 15:00.
6.3 - 6.3 Customers can contact the customer support service by email at [email protected]. If telephone contact is required, Akademie will organise such contact with the Customer.
7.1 - The Customer shall pay the contractual amount agreed in exchange for using the "SaaS Services". Details of payments due shall be indicated in the order.
7.2 - Unless otherwise agreed, the remuneration shall be commensurate with the month and shall expire at the beginning of each month.
8.1 - Akademie reserves the right to amend these general conditions of use in the future, and if it considers it necessary in order to improve the service, and/or for regulatory compliance reasons. Akademie will give the Customer at least six (6) weeks advance notice of such amendments, also sending a copy of the amended Conditions to the e-mail address provided at the time of registration, highlighting the changes made.
8.2 - If the Customer does not accept the amendments, he/she is entitled to challenge them within six (6) weeks of the date when he/she is informed thereof. If the Customer does not challenge the amended conditions and continues to use the SaaS Services, the new conditions of use shall be deemed to have been accepted and will be fully applicable.
9.1 - The Customer's contract partner and operator of the E-learning platform is TÜV Italia S.r.l., with registered office in Via Mauro Macchi 27 – 20124 – Milan.
9.2 - Customers may contact Akademie as follows:
10.1 - Akademie provides the Customer with content which the latter reserves as part of the E-Learning platform. Content reserved by the Customer will be indicated in the contract documentation (purchase order).
10.2 - If the content contains copyright-protected material, the Customer has the non-exclusive right to use it insofar as it is required for the contractual use of the content.
11.1 - All prices are net of statutory VAT. Payment conditions and methods are indicated in the offer, or on the website www.tuvsud.com/it-it/store/italia.
12.1 - Subject to the provisions below, Akademie will be liable for wilful misconduct and gross negligence in accordance with specifically agreed quality guarantees and in conformity with the provisions of Italian law on manufacturers’ liability, and for personal injury and detriment or harm to life and health.
12.2 - Save as otherwise provided by this agreement, including the provisions below, Akademie's liability is regulated by applicable legislative and regulatory provisions.
12.3 - Loss due to the negligent infringement of material obligations is limited to the amount of damages that it is possible to estimate. Material obligations are those whose execution is a precondition for enabling the due and proper execution of the contract and on compliance with which the Customer does and may ordinarily rely. Additional claims for damages by the Customer for any negligent infringement by Akademie of its duties and obligations are hereby excluded.
12.4 - To the extent that Akademie's liability is excluded or limited, the same applies to Akademie's employees, workers and representatives.
13.1 - If the parties have agreed that Akademie should provide any additional services (e.g. customisations, the creation of animations, videos, quizzes, webinars), the provisions of this chapter shall apply to these services. The supply of these additional services is quoted separately, and these additional services can be provided only if specifically agreed in the order.
13.2 - Neither party shall have any right or entitlement if these services are not specifically provided for.
13.3 - Akademie does not guarantee the efficacy of the services provided, unless this is specifically provided for in the contract.
13.4 - Furthermore, Akademie grants the Customer the non-exclusive right to use the results of the additional services, to reproduce them, to make them publicly accessible and to copy them, in conformity with the contract provisions.
13.5 - If Akademie should use personal data supplied by the Customer, particularly the personal data of the Customer's employees (e.g. during recordings of instructional videos), the Customer will be responsible for ensuring compliance with applicable regulatory provisions on data processing operations (EU Reg. 2016/679). The Customer shall indemnify Akademie against any claim deriving from the infringement of the aforementioned obligation.
13.6 - Akademie wishes to make known that the E-learning solution enables learning outcome questionnaires to be drawn up and administered, duly customised for its employees. The Customer will be responsible for ensuring that such administration is carried out lawfully, particularly in the context of employment contract and data privacy law.
13.7 - If the additional services should require the Customer to carry out specific activities, or if they require infrastructures to be provided to ensure that the services themselves can be properly rendered, the Customer shall be deemed the sole party responsible for such activities or service provision. Akademie will be released from the duty to provide the requested service and from any claim arising from any non-performance of these activities or non-provision by the Customer.
14.1 - The Customer is under an obligation to process any confidential information which he/she receives from Akademie in a confidential manner, and such confidential information may be used exclusively for the purposes envisaged in the event of an order. More particularly, the parties agree that any information concerning company connections, corporate planning and strategy and also any financial information shall be treated as especially confidential and should be communicated exclusively in accordance with instructions received. Confidential information cannot be re-produced without Akademie's consent, nor may it be communicated to third parties, directly or indirectly.
14.2 - The Customer is authorised to disclose personal information only to persons within its own organisation, in order to implement the purpose provided for in the event of an order ("need to know” basis).
14.3 - The Customer undertakes to protect the confidential information received from Akademie with the same level of care that he/she applies to his/her own corporate and commercial confidential information and, in any case, with the same level of care that one would expect from a prudent business person.
14.4 - The Customer is released from obligation to keep the information confidential if such confidential information is already in the public domain and/or if it enters the public domain at the time of its disclosure or after its communication but without the recipient breaching the duty of confidentiality if:
15.1 - Akademie is not responsible in case of impossibility, delay or defects in the service, if caused by force majeure or other events which could not be anticipated when the contract was entered into (e.g. malfunctions of all kinds, difficulties in obtaining materials or energy, transport delays, industrial action, legitimate strikes, non-presence of workforce, lack of energy or raw materials, difficulties in obtaining the necessary authorisations from the authorities, measures taken by the authorities, terrorist acts, natural events, revolution, civil war, etc.), for which Akademie cannot be held liable.
15.2 - If such events make it burdensome or impossible for Akademie to implement the services, and if the obstruction is not just temporary, Akademie will be entitled, at its sole discretion, to terminate the contract without prior notice or to withdraw from the contract.
15.3 - In the event of temporary problems, delivery and operating times should be extended or postponed based on the time of the obstruction, as well as a reasonable re-start period. If the Customer cannot reasonably expect to receive the goods or services due to the delay, the Customer will be entitled to terminate the agreement, by giving Akademie immediate notice in writing to this effect. Unreasonableness will be presumed where the obstruction is ongoing for a continuous period exceeding 90 days.
16.1 - The Court of Competent Jurisdiction in relation to any claim shall be governed by applicable provisions of law.
16.2 - The contract and any legal relationship deriving therefrom are governed exclusively by Italian law, excluding the conflict of laws regulated under private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
17.1 - Compensation is possible only in respect of undisputed claims, or in respect of such claims as have already been determined as valid in a legally binding manner.
17.2 - If all or any part of individual provisions of this agreement should become invalid or unenforceable, the remaining provisions shall remain valid and enforceable.
17.3 - The parties undertake to agree upon a new provision to replace the invalid or unenforceable provisions, in a manner that reflects in so far as possible the parties’ original contractual intent at the contract signing, to the extent legally permissible, as if they had considered that particular point at the time.
17.4 - Akademie will be free to implement some or all of the services also by deploying subcontractors.