General Terms and Conditions for the Online Shop together with Cancellation Policy for Consumer

A. General part

I. Scope and general

1. profilingvalues GmbH, Forsthausstraße 2, 82031 Grünwald (“profilingvalues” or “we”/”us“) offers customers of the website profilingvalues.com (“customer” or “you“) the purchase and delivery of digital content (access codes) not on physical media and licenses for various re-port formats, merchandise, as well as the booking of courses, consultations and workshops (together “products“) (“online store“).
2. The online store is aimed at companies as defined by § 14 BGB (German Civil Code) and consumers as defined by § 13 BGB.
3. These General Terms and Conditions for the Online Shop (“Shop Terms and Conditions“) govern the contractual relationship between the Customer and us (together “parties“).
4. Any deviating or conflicting terms and conditions of the customer shall not be recognized by us unless we have agreed to them.
5. For information on the collection and processing of personal data in connection with the online store, please refer to the profilingvalues privacy policy.
6. The current store terms and conditions are available to the customer at any time during the ordering process and can be saved and printed out by the customer there. We do not store this contract text after conclusion of the contract.
7. Part A of these store terms and conditions applies to the purchase of all products from the online store. Parts B – E apply in addition to Part A for the purchase of the products specifi-cally described therein.

II. Services, Order, Conclusion of Contract

1. The presentation of the products in the online store does not constitute a legally binding of-fer, but an invitation to order (invitatio ad offerendum).
2. The scope of profilingvalues’ services is determined by the product description on the order page or in the shopping cart.
3. As part of the ordering process, the customer can first place the desired products in the shopping cart. There, the customer can change the desired number of items at any time or completely remove selected products. If the customer has deposited products there, clicking on the “Next” buttons will first take him to a page where he can enter his data and – if neces-sary – then select the shipping and payment method. The customer can check his details. The customer can correct input errors (e.g. regarding payment method, data or the desired quantity) by making changes in the respective field. If he wants to cancel the ordering pro-cess completely, the customer can also simply close the browser window.
4. By clicking the “buy now” button in the last step of the ordering process, the customer sub-mits a binding offer to conclude a contract. Immediately after sending the order, the custom-er receives an order confirmation. With this order confirmation, at the latest with the down-load or receipt of the products, the contract is concluded.

III. Delivery

We deliver the products in accordance with the agreements made with the customer and to the delivery address specified by the customer. Any shipping costs incurred for deliveries of goods are listed in each case with the product description and are shown separately by us on the invoice.

IV. Defect rights

1. The statutory provisions on rights in respect of defects shall apply.
2. With regard to services under a sales contract, the following shall additionally apply insofar as the customer is an entrepreneur: A prerequisite for any warranty rights is that the customer properly fulfills all inspection and complaint obligations owed under § 377 HGB (German Commercial Code).
3. Insofar as the customer is an entrepreneur, the limitation period for claims for defects for de-livered goods – except in the case of claims for damages – is twelve months from receipt of the goods.
4. Liability for damages is governed by Part A.VI of the Shop Terms and Conditions.

V. Terms of payment

1. Upon conclusion of the contract, the customer undertakes to pay the price agreed upon at the time of conclusion of the contract, unless otherwise stated. The prices are stated as final prices including statutory VAT and – in the case of physical goods – plus any delivery and shipping costs.
2. Unless otherwise stated, the price is due immediately upon receipt of the invoice.
3. Payment of the price is made by means of the payment method selected by the customer in the ordering process. The different payment methods are displayed in the ordering process. As a rule, payment can be made by credit card, by direct debit, Paypal or by invoice.
4. The customer agrees that invoices will only be sent electronically.

VI. Right of withdrawal for consumers

VII. Disclaimer and limitation of liability

1. We are liable within the scope of these shop terms and conditions conclusively as follows:
   
   1. We shall be liable without limitation for intent and gross negligence as well as for damag-es resulting from injury to life, body or health.
   2. In cases of slight negligence, we shall be liable for breach of a material contractual obli-gation. An essential contractual obligation within the meaning of this clause is an obliga-tion the fulfillment of which makes the execution of the contract possible in the first place and on the fulfillment of which the contractual partner may therefore regularly rely.
   3. The liability according to clause IV.1.b. is limited to the typical and foreseeable damage at the time of the conclusion of the contract.
2. The limitations of liability shall apply accordingly in favor of our employees, agents and vi-carious agents.
3. The limitations of liability resulting from paragraphs 1 and 2 shall not apply insofar as we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. The same shall apply insofar as we and you have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.”

VIII. Data protection, confidentiality

1. The Parties shall process personal data within the framework of the performance of the Con-tract in accordance with the applicable data protection laws.
2. The parties undertake to maintain strictest secrecy about all confidential processes, in par-ticular business and trade secrets of the other party, which come to their knowledge in the course of the preparation, execution and fulfillment of the contract, and to neither pass them on nor exploit them in any other way. This shall apply in particular to the algorithm of test procedures to which the customer can gain access by means of code.
3. The parties shall protect confidential information from unauthorized access and shall treat it with the same care that they apply to their own equally confidential information, but at least with the care of a prudent businessman.
4. Confidential Information shall not be disclosed by the Receiving Party to any third party with-out the prior written consent of the other Party, unless
   
   1. this is required due to mandatory applicable legal framework or judicial or regulatory order and the receiving party has promptly informed the other party in writing of the respective obligation and has given the other party sufficient opportunity to take ex-trajudicial or judicial measures against the surrender; or
   2. Employees and subcontractors must know it to carry out the contractual relationship and have been directly obligated in writing to maintain confidentiality in accordance with the rules of this section prior to transfer; or
   3. the information and documents are in the public domain without this being due to a breach of contract by the other party or because the receiving party has received them from third parties authorized to disclose them to the general public.

IX. Dispute Resolution
The EU Commission has created an Internet platform for online dispute resolution (“ODR plat-form”). The platform serves as a contact point for the out-of-court settlement of disputes concern-ing contractual obligations arising from online purchase and / or service contracts. More infor-mation is available at the following link: http://ec.europa.eu/consumers/odr. We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.

Other

1. The contract language is German or English.
2. If individual clauses are or become invalid in whole or in part, any invalid provisions shall be reinterpreted, supplemented or replaced in such a way that the economic purpose pursued by the invalid provision is achieved. The same applies in the event that there are regulatory gaps in these store terms and conditions.
3. The contractual relationship between the parties shall be governed by German law with the exception of its conflict of law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer within the meaning of § 13 of the German Civil Code (BGB) and is not domiciled in the Federal Republic of Ger-many, the contractual relationship shall be governed by the law of the Federal Republic of Germany, excluding the CISG, unless mandatory provisions of the law of the country in which the consumer has his habitual residence provide otherwise.
4. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and the provider is the registered office of the provider.

B. Special regulations regarding the purchase of access codes for the use of tools and other products

I. Services of profilingvalues

1. We offer the customer access codes in the online store that can be purchased for the use of various products, including the use of aptitude diagnostic tools (hereinafter “Tool“).
2. The data located on the access codes entitle the holder of the access code to activate the use of the relevant products and tools via the Internet by entering this code. After entering the Access Code, the Customer shall receive a URL or a link (“Activation Key“) on which the access to the respective Tool is located. The Customer may pass on the Activation Key to third parties, e.g. employees, applicants, etc. (hereinafter “Test Persons“).
3. We do not become contractual partners of the test subjects.
4. We are entitled to unilaterally modify and improve the tools and to add or discontinue func-tionalities depending on the planned use, provided there is a valid reason for doing so and the agreed functionalities continue to exist in principle, so that the customer’s ability to use the tools is not significantly impaired. This shall not result in any further costs for the cus-tomer and the customer shall be informed in advance.

II. Duties and obligations of the customer regarding the access codes and the use of the tools

1. The Customer shall use the respective tool to which it obtains access by means of the pur-chased code only for the contractually intended purpose (use to activate the respective tool for itself or test persons) and in the usual manner.
2. The customer is responsible for creating the necessary IT or other requirements for entering the access code or the activation key and accessing the corresponding tools, or for ensuring that the test persons do so. For this purpose, an Internet-capable end device (e.g. PC, lap-top, or smartphone) with a current version of an Internet browser (e.g. Chrome, Firefox, or Safari) and an Internet/data connection are required.
3. The customer is responsible for all transactions made under the access code or activation key acquired by him. The customer is obliged to store the code carefully, in particular not to make it accessible to third parties, unless this is expressly permitted. The customer obli-gates each test person who receives an activation key from him to store it carefully, in par-ticular not to make it accessible to third parties, unless this is expressly permitted. As soon as the customer has indications that access codes or activation keys have been obtained il-legally by a third party or could be misused, the customer is obliged to inform us of this im-mediately for the purpose of minimizing damage.
4. The customer acknowledges that he is responsible to us for any fault of the test persons to the same extent as he is responsible for his own fault.
5. The customer itself is responsible for compliance with all legal and, in particular, data pro-tection regulations vis-à-vis the test person and will both obtain the necessary consents and conclude any necessary contractual data protection agreements insofar as the customer col-lects, processes or uses personal data within the scope of passing on the activation key for the tool and no permissible circumstance intervenes.
6. The customer shall indemnify us against all claims by third parties based on the unlawful use of access codes or activation keys by the customer or test persons or by third parties who have obtained access codes and / or activation keys in violation of the provisions of this con-tract or which arise in particular from data protection, copyright or other legal disputes asso-ciated with the use of access codes and / or activation keys and the posting of data and con-tent / information in the tools. The indemnification obligation also includes the obligation to fully indemnify us from legal defense costs (e.g. court and attorney fees).
7. The customer is obligated to notify us immediately of any recognizable malfunctions in the use of the tool.

III. Rights of use of the customer

1. For the period of validity of the respective access code acquired, we grant the customer the worldwide, royalty-free, non-exclusive right, sublicensable only to its own test persons and transferable only to its own test persons, to use the tools and its contents as well as other products for which it has received an access code and, in particular, to make them available to the test persons for use. The customer is expressly prohibited from copying, reproducing, making publicly available, transmitting, publishing and / or otherwise making the contents of the tools and in particular the algorithm of the tools available to third parties other than the test persons.
2. The customer is not allowed to duplicate, copy, edit or translate, reverse engineer or make any other alterations to the purchased access codes or activation keys.
3. Subject to the rights granted under these Shop T&Cs, we reserve all rights and title in and to the Access Codes and the Tools and their contents, and the intellectual property and know-how related thereto. Customer acknowledges that it does not own or acquire any rights other than those expressly granted under these Shop TOS.

IV. Availability of the tools

1. We strive to make the tools available to the customer around the clock. As with all services provided via the Internet, we cannot guarantee that the tools will be available at all times. We make every effort to ensure that the tools are available 98% of the time on an annual aver-age. Excluded from this are maintenance work mentioned in this section as well as times when the tools are not available due to technical or other problems beyond our control (e.g. outages caused by the customer, in the event of force majeure or the fault of third parties). Insofar as the security of network operation or the maintenance of network integrity is at risk, access to the tools may be temporarily restricted in whole or in part. We reserve the right to temporarily shut down the services for maintenance and organizational purposes, whereby we will announce such maintenance work 24 hours in advance in the Tool. This no-tice period is not required if maintenance work is necessary at short notice for urgent rea-sons or as part of updates, modifications or the like, which may result in short-term interrup-tions.
2. The regulations from part A. IV. remain unaffected.

V. Data protection and data security

1. The parties shall process personal data within the scope of the performance of the contract in accordance with the applicable data protection laws. The customer is obliged to provide the test persons with all necessary information under data protection law. We draw the Cus-tomer’s attention to the fact that the latter, if and to the extent it uses the Tools for its own purposes, is a controller within the meaning of Article 4 No. 7 of Regulation (EU) 2016/679 (the General Data Protection Regulation – “DSGVO”). Tools have been developed along the lines of the GDPR and local EU data protection laws, and at certain points also contain sug-gestions for fulfilling transparency obligations or obtaining consent. The designs and sug-gestions are general suggestions and not legal advice. The customer is responsible for en-suring that the use of the tools by the test persons complies with all legal requirements and applicable data protection and data security law.
2. In the course of making the tools available, we will also have access to personal data of the test persons, e.g. in connection with the execution of test procedures and the download of report formats. This processing is carried out exclusively as order processing and only on the instructions of the customer.
3. We will have access to personal data of the customer in the context of providing the tools, e.g. in connection with the processing of answers in the context of the test procedure. We process these as our own data controller within the meaning of Article 4 No. 7 of Regulation (EU) 2016/679 (the “General Data Protection Regulation” – “GDPR”)

C. Special regulations for the acquisition of licenses for report formats

I. Services provided by profilingvalues in relation to licenses for reports

1. We offer licenses for different report formats (e.g. Sales Report, Team Overview, Balance Report, Leadership Excellence Report, Team Role Tool) (hereinafter “License“) to the Cus-tomer in the Online Shop.
2. The report formats are available for download for a period starting from the purchase of the respective license, but for a maximum of 5 (five) years. The customer receives the right to use the purchased content for an unlimited period of time and to make it available to his test subjects, unless otherwise agreed.
3. We are entitled to unilaterally change and improve the reports as well as to add or remove content depending on the planned use, as long as the agreed content basically continues to exist in the process, so that the customer’s ability to use the reports is not significantly im-paired.
4. We expressly point out that the report formats are not a medical, psycho- or physiotherapeu-tic consultation and / or diagnosis.

II. Rights of use of the customer

1. We grant the customer, for the period of validity of the respective license acquired, the worldwide, royalty-free, non-exclusive right, sublicensable only to test persons and transfer-able only to test persons, to use the reports as intended and, in particular, to make them available to the test persons for use.
2. Subject to the rights granted under these Shop T&Cs, we reserve all rights and title to the Report Formats and the intellectual property and know-how related thereto. Customer acknowledges that it does not own or acquire any rights other than those expressly granted under these Shop T&Cs.

III. Duties and obligations of the customer

1. The customer is responsible for meeting the necessary IT or other requirements for down-loading the report formats. For this purpose, an Internet-capable end device (e.g. PC, laptop, or smartphone) with a current version of an Internet browser (e.g. Chrome, Firefox, or Safari) and an Internet/data connection are required.
2. The customer is obligated to store the respective report formats carefully, in particular not to make them accessible to third parties, unless this is expressly permitted. As soon as the customer has indications that report formats have been obtained illegally by a third party or could be misused, the customer is obliged to inform us immediately in order to minimize damage.

D. Special regulations regarding the acquisition of (physical) goods

Retention of title

1. The goods remain our property until full payment.
2. If the customer is an entrepreneur, he is entitled to resell the goods subject to retention of ti-tle in the ordinary course of business. However, the customer may not pledge the goods subject to retention of title or assign them by way of security. In this case, however, the cus-tomer already now assigns to us all claims from such a resale in the amount of the invoice value of our claim, irrespective of whether such resale takes place before or after any pro-cessing of the goods delivered under retention of title. We accept this assignment. Notwith-standing our authority to collect the claim ourselves, the customer shall remain authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim ourselves as long as and insofar as the customer meets his payment obligations, no application for the opening of insolvency or similar proceedings against his assets has been filed and there is no cessation of payments. Insofar as the above-mentioned securities ex-ceed the claims to be secured by more than 10 %, we shall be obliged to release the securi-ties at our discretion at the customer’s request.

E. Special regulations regarding the booking of courses / consultations / workshops

I. Duties and obligations of the customer

1. The customer is responsible for providing the necessary IT or other requirements for partici-pation in the course / workshop or consultation. For this purpose, an Internet-capable end device (e.g. PC, laptop, or smartphone) with a current version of an Internet browser (e.g. Chrome, Firefox, or Safari) and an Internet/data connection are required.
2. The customer is obligated to store course documents carefully, in particular not to make them accessible to third parties, unless this is expressly permitted. As soon as the customer has indications that course documents have been obtained illegally by a third party or could be misused, the customer is obligated to inform us of this immediately for the purpose of damage mitigation.

II. Postponement / cancellation by the customer when booking courses, cancellation by profilingvalues if the minimum number of participants is not reached

1. The statutory cancellation and withdrawal provisions apply.
2. There is no entitlement to a postponement of an appointment. If a postponement is desired by the customer, we will check this on a case-by-case basis. Please contact us in writing (e-mail is sufficient).
3. We reserve the right to cancel booked courses / workshops in cases where a minimum number of participants was communicated by us but not reached. In these cases, we will re-fund the customer any fee already paid. In such cases, we do not assume any compensation for expenses or damages incurred by the customer in connection with the cancellation or re-newed use of the service (e.g. transfer costs, accommodation, escorts, vacation, etc.).

III. Provision of the service / delay / failure / partial services

1. If we are not responsible for a delay in the execution of a course / workshop or consultation (“Performance”) that has already begun, such as traffic disruptions, strikes, force majeure or other weighty reasons, and if the delay is not foreseeable for us, the performance time shall be extended accordingly. The parties agree that a case of force majeure also includes any effects of the Covid-19 pandemic, such as a quarantine or disease event. If we are una-ble to perform even after a reasonable extension, both the customer and we are entitled to withdraw from the contract.
2. If the start of the service is postponed for reasons beyond our control, such as traffic disrup-tions, strikes, force majeure or other weighty reasons, and if the postponement is not fore-seeable for us, we may, at our discretion, offer the customer a new date or a rebooking on another course, or terminate the contract. The parties agree that a case of force majeure al-so includes any effects of the Covid-19 pandemic, such as a quarantine or illness. In the event of termination, the customer will be refunded any payments made. In such cases, we do not assume any compensation for expenses or damages incurred in connection with the cancellation or renewed use of the service (e.g. transfer costs, accommodation, escorts, va-cation, etc.).
3. The same shall apply insofar as the delay or non-performance occurs with one of our com-missioned service providers or assistants.
4. We are entitled to partial performance, provided that this is reasonable for the customer.

IV. Copyright and other rights

1. The documents (scripts, graphical representations, videos, etc.) issued in the context of courses / workshops or made available for retrieval via the Internet are protected by copy-right.
2. We grant the customer the worldwide, royalty-free, non-exclusive, non-sublicensable and non-transferable right to use the documents for the period of validity of the respective course / workshop purchased. The customer is expressly prohibited from copying (except for his own training purposes), reproducing, making publicly available, transmitting, publishing and / or otherwise making the documents available to other third parties.
3. Subject to the rights granted under these Shop Terms and Conditions, we reserve all rights and title to the Documents and the related intellectual property and know-how.

Status: June 2022