General Terms and Conditions
Last updated: October 2024
These General Terms and Conditions govern the contractual relationship between gyde GmbH ("Service Provider") and the customer ("Customer") for the provision of gyde Learning Journeys. These terms apply exclusively to business customers (entrepreneurs, legal entities, and special funds under public law).
1. Subject Matter and Conclusion of Contract
The contract covers the provision of advanced training seminars and virtual group coaching through gyde's microlearning software and video conferencing sessions. The specific scope of services — including the number of users, content focus, program length, and coaching sessions — is defined in a separate offer sheet. The contract is formed when the Customer accepts the offer sheet while accepting these General Terms and Conditions.
2. Virtual Coaching Sessions
The Service Provider hosts coaching sessions via Google Meet or comparable video conferencing software according to the agreed schedule. Coaches send calendar invitations to the email addresses provided by the Customer. The Customer must ensure that users are available and technically equipped to participate. Coaches may access user responses in the software to prepare sessions; users may object to this access, although this may reduce coaching effectiveness.
3. Rights of Use for gyde Software
The Service Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the software, limited in time to the duration of the agreement. The software is provided as Software-as-a-Service via cloud computing or smartphone applications (iOS/Android). Users may only use the software for internal training purposes, not for providing commercial services to third parties.
4. Registration and Account Management
The Service Provider enables registration for agreed user email addresses and names. Users then create accounts with secure passwords after accepting the usage policies. The Service Provider may block accounts showing unauthorized use or hacking attempts. If unauthorized access continues beyond 10 days after notification, the Service Provider may terminate the agreement immediately.
5. Data Protection
The Customer must be authorized to provide user personal data (names, email addresses) to the Service Provider. The Service Provider collects and processes user data exclusively for service provision and software development. Users must consent to data processing when registering; this consent is required for service provision. If users refuse or revoke consent, their accounts are blocked or deleted.
6. Confidentiality
Confidential information includes the gyde software, programs, tools, and data provided by the Service Provider. Both parties must keep exchanged information strictly confidential. Exceptions include information that is publicly known, disclosed with consent, or disclosed by court order. Only employees and coaches with a legitimate need-to-know may access confidential information.
7. Updates
The Service Provider supplies the software in its latest version and notifies the Customer of changes affecting service provision. The Service Provider continuously develops the software and provides updates, though the Customer has no entitlement to specific updates. The Service Provider is not obliged to adapt the software to new legislation without a separate agreement. Updates may require the Customer to update web browsers or smartphone operating systems.
8. Availability
The software is available Monday through Sunday, 00:00–24:00 CET. The Service Provider may conduct maintenance daily between 22:00 and 05:00 CET. The Service Provider warrants 95% availability of the gyde software over the course of a year, excluding maintenance periods. Availability is monitored on weekdays from 09:00 to 17:00 CET.
The Service Provider is not responsible for interruptions caused by scheduled maintenance, third-party networks, or power outages. Connection disruptions from user devices are not counted as defects.
9. Customer Obligations
The Customer must not store content that violates laws or third-party rights and must instruct users accordingly. The Customer controls user access and is responsible for ensuring compliance with the agreement. Access credentials must be protected from unauthorized disclosure, and suspected misuse must be reported immediately.
Since coaching sessions may include participants from other organizations, the Customer must ensure their users do not disclose confidential information. The Service Provider informs users of confidentiality obligations at the first session but assumes no liability for user disclosures.
10. Acceptable Use Policy
Customers and users are prohibited from using the services for unlawful purposes, to infringe intellectual property rights, to harass or discriminate, to submit false information, to upload malicious code, or to interfere with security features. Violation of this policy entitles the Service Provider to terminate the agreement for cause immediately.
11. Third-Party Rights and Indemnification
The Service Provider defends the Customer against third-party claims alleging that the service infringes patents, copyrights, trademarks, or trade secrets when used as authorized, and indemnifies the Customer against awarded damages and attorney fees.
The Customer defends the Service Provider against third-party claims resulting from the Customer's breach of these terms, particularly regarding customer obligations and acceptable use policies.
If an infringement occurs, the Service Provider may procure rights for continued use, modify the service to avoid infringement, or terminate the agreement with refunds for unused prepaid amounts.
12. Warranty
A defect exists only when the software lacks contractually agreed performance, is unsuitable for its presumed use, or infringes third-party rights. Minor deviations not impairing agreed performance are excluded. If deficiencies exist, the Service Provider remedies them within a reasonable time with at least two attempts. If supplementary performance fails, the Customer may assert statutory warranty rights. Defects must be reported immediately to info@gyde.io.
13. Terms of Payment
Compensation is specified in the offer sheet or separate contract. Payment is due in advance within 30 days from the invoice date unless otherwise agreed. All prices are net amounts in euros and exclude applicable taxes. For late payment, the Service Provider charges interest at 9 percentage points above the applicable base interest rate of the Deutsche Bundesbank. After unsuccessful collection efforts, the Service Provider may block access. If payment delays exceed one month or the Customer defaults on two consecutive payments, the Service Provider may terminate the agreement.
14. Liability
The Service Provider is liable for damages resulting from willful intent, gross negligence by legal representatives, and product liability claims according to statutory law. For breaches of cardinal obligations (obligations essential for proper agreement fulfillment), liability is limited to the foreseeable damage typical for the contract unless intent or gross negligence exists. The Service Provider is not liable for user decisions made during or after service provision.
15. Term and Termination
The agreement term is specified in the offer sheet or separate contract. Either party may terminate for cause when continuing the relationship cannot reasonably be expected. Material breach requires written notice specifying the breach, demanding remedy within a reasonable time, and stating termination intent.
16. Changes to These Terms
The Service Provider may amend these terms if necessary due to service changes or legal circumstances. The Customer is notified six weeks in advance. If the Customer does not object or terminate within six weeks, the amended terms replace the previous terms.
17. Miscellaneous
All agreement changes require written form. The agreement is governed by German law; the Vienna Convention does not apply. Exclusive jurisdiction is at the Service Provider's registered office in Stuttgart. If any provision becomes invalid, the remaining terms stay valid. The parties must cooperate to create valid provisions achieving similar commercial results.
gyde GmbH — Stuttgart, October 2024