General Terms & Conditions
1. SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS
For all business relations between Unreal Estates UG (hereinafter referred to as "SkillCampVR") and the customer, these General Terms and Conditions (hereinafter referred to as "GTC") as well as the service descriptions and price lists valid at the time of conclusion of the contract for the rental of equipment (hereinafter referred to as "rental objects" or "hardware") and the use of software ("SkillCampVR standard applications") shall apply exclusively.
The customer's general terms and conditionsare hereby expressly rejected.
2. CONTRACT TERM
Unless otherwise agreed, the contract is initially concluded for a period of one year. It shall be extended by six months in each case if it is not terminated in text form by one of the parties at least two months before the end of the basic rental period or an extension period.
3. PRICES AND TERMS OF PAYMENT
The prices for the services to be provided are based on the offer underlying these GTC and/or the currently valid price list of SkillCampVR; in particular, set-up work, training courses, workshops and upgrades to new versions shall be remunerated separately in accordance with the current price list of SkillCampVR valid at the time the service is provided; individual agreements on remuneration shall take precedence over the price list.
All prices are due and payable within 14 days of invoicing and are exclusive of the applicable statutory value added tax, costs for packaging, transport, travel costs, expenses and insurance; unforeseeable changes in customs duties, import and export fees and currency parities entitle SkillCampVR to adjust prices accordingly.
SkillCampVR will send the customer the invoice monthly by e-mail, which the customer must save separately in order to keep it ready for the tax office. If the customer wishes the invoice to be sent by post, a processing fee of EUR 8.00 plus the applicable statutory VAT will be charged for each invoice.
The customer authorizes SkillCampVR to collect amounts due in accordance with the enclosed SEPA direct debit mandate. SkillCampVR shall inform the customer of the upcoming direct debit at least five calendar days before the due date by sending an advance notice. In the case of recurring direct debits with the same amounts, a single advance notice is sufficient. In the case of other payment methods, an additional processing fee of EUR 10.00 plus the applicable statutory VAT will be charged for each payment.
The customer undertakes to bear all costs, including bank charges, incurred as a result of withheld payments or in the event of insufficient funds in the account.
4. CREATION OF NEW TRAINING SCENARIOS BY SKILLCAMPVR, RIGHTS OF USE OF SKILLCAMPVR
If required, SkillCampVR will develop additional new training scenarios in consultation with the customer at SkillCampVR's expense. The final decision as to whether certain training scenarios are developed is always made by SkillCampVR.
SkillCampVR and the customer can cooperate with each other in the development of new training scenarios. As part of this cooperation, the customer may transmit certain materials to SkillCampVR in textual, visual or other form. The customer agrees that SkillCampVR may use the content of the transmitted materials for the creation of new training scenarios. The customer assures that no rights of third parties are infringed by the transmission and release for use.
The customer agrees that SkillCampVR may use the training scenarios developed and financed by SkillCampVR within the scope of this cooperation for its own purposes - including commercial purposes - without restriction.
5. CONCLUSION OF CONTRACT, RESERVATION OF SELF-DELIVERY
The presentation of hardware and SkillCampVR standard applications, e.g. on the SkillCampVR website, in sales brochures, advertising, etc. or in the context of the test provision of individual hardware or parts of hardware is non-binding for advertising purposes and merely represents an invitation to the customer to submit an offer.
Insofar as SkillCampVR gives the customer the opportunity to place an order via an online store of SkillCampVR, the customer submits a binding offer to conclude a contract for the goods placed in the "shopping cart" by clicking on the "Buy now" button. The customer then initially receives a non-binding confirmation of receipt of their order ("confirmation of receipt"). The acceptance of an offer made by the customer is at the discretion of SkillCampVR. In order to enable SkillCampVR to check whether the customer's offer should be accepted, the customer shall be bound by his offer for ten (10) days.
A binding declaration of acceptance by SkillCampVR after checking the order can be made in particular by an order confirmation, dispatch confirmation or dispatch of the order.
Agreed delivery dates are non-binding and are subject to our timely, complete and correct self-delivery. Both contractual partners are entitled to withdraw from the contract in the event of complete or partial non-availability of the goods if SkillCampVR is not at fault with regard to this non-availability. SkillCampVR is obliged to inform the customer immediately of the non-availability and, in the event of a withdrawal based on non-availability, to return any consideration already received from the customer without delay.
Vereinbarte Liefertermine sind unverbindlich und stehen unter dem Vorbehalt unserer rechtzeitigen, vollständigen und richtigen Selbstbelieferung. Beide Vertragspartner sind im Falle der vollständigen oder teilweisen Nichtverfügbarkeit der Ware zum Rücktritt vom Vertrag berechtigt, wenn SkillCampVR in Bezug auf diese Nichtverfügbarkeit kein Verschulden trifft. SkillCampVR ist verpflichtet, den Kunden unverzüglich über die Nichtverfügbarkeit zu informieren und im Falle eines auf die Nichtverfügbarkeit gestützten Rücktritts eine etwaig bereits vom Kunden erhaltene Gegenleistung unverzüglich zurückzugewähren.
The contracting parties are aware that the subject matter of the contract may be subject to export and import restrictions. In particular in the form of licensing requirements or restrictions on use abroad. The customer shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The fulfillment of the contract by SkillCampVR is subject to the proviso that there are no obstacles to fulfillment due to national and international regulations of export and import law and no other legal regulations.
As long as SkillCampVR is waiting for the customer's cooperation or information or is hindered in its performance by strikes or lockouts in third-party companies or in the customer's company (in the latter case, however, only if the industrial action is lawful), official intervention, legal prohibitions or other circumstances beyond its control ("force majeure"), delivery and performance periods shall be deemed extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance ("downtime") and there shall be no breach of duty for the duration of the downtime. SkillCampVR shall inform the customer of such hindrances and their expected duration without delay. If the force majeure lasts continuously for more than 3 months, both parties shall be released from their performance obligations.
6. CONDUCT AND DURATION OF THE TRAINING SESSION
A training session lasts 20 minutes.
7. RETURN OF THE RENTED PROPERTY AT THE END OF THE CONTRACT
In the event of termination of the contract, including premature termination, the customer(s) shall return the rental objects to SkillCampVR at its above-mentioned registered office in a functional and contractually compliant condition at the customer(s)' expense and risk. Data entered by the customer(s) must be irretrievably deleted. In the event of late return, SkillCampVR is entitled, but not obliged, to have the rental objects collected at the customer's expense.
If SkillCampVR terminates for a reason for which the customer(s) is responsible, the customer(s) shall be in default with SkillCampVR's claim for damages if he/she does not make payment within 14 days after receiving the notice of termination and the claim for damages.
If the contractual relationship is terminated prematurely by an extraordinary termination without there being an important reason in the conduct or person of SkillCampVR, SkillCampVR is entitled to demand 50 percent of the total remuneration to be paid by the end of the next achievable ordinary notice period as lump-sum compensation. The customer shall be entitled to prove that no damage or significantly less damage has been incurred.
8. USE OF THE RENTAL OBJECTS, REQUIRED CONNECTIONS AND CONNECTIONS BETWEEN SKILLCAMPVR AND THE RENTAL OBJECT
The customer(s) must provide the connections and connections required for operation at the installation site. The customer(s) shall observe the recommendations of the supplier and the manufacturer as well as official regulations concerning the operation of the rental property and shall bear any fees and other charges associated with the use or possession of the rental property.
A high-performance Internet connection between SkillCampVR and the rental property is required to operate the rental property. As part of this connection, SkillCampVR also receives, stores and processes personal data. The customer(s) agrees to this. Further details can be found in our information sheet on data protection in accordance with Art. 13 GDPR, which was handed out to the customer.
9. REPAIRS TO THE RENTED PROPERTY
Repairs will be carried out as required. The obligation of SkillCampVR to carry out the repairs of the rental objects is to be fulfilled at the specified registered office of Unreal Estates UG. For this purpose, the customer sends the rental object by post to the postal address of Unreal Estates UG. Insofar as these are provided to maintain the functionality of the rental object, travel, labor, spare parts and postage costs are included in the rent. Services not included will be charged to the customer. Customer Service is entitled to invoice the customer directly. Additional travel costs and working hours incurred by the technician due to the customer's fault shall be borne by the customer.
10. TRANSFER OF RISK OF LOSS
The risk shall pass to the customer as soon as the goods or devices have been delivered to the customer. If shipment is delayed at the customer's request, the risk shall pass to the customer upon notification of readiness for shipment.
11. INSURANCE, PROOF, INSURANCE BENEFIT
The customer undertakes to take out general property insurance at his own expense with an approved insurer of his choice. The existence of such insurance cover must be proven to SkillCampVR.
Thecustomer hereby assigns the claims arising from the insurance contract againstany party responsible for the damage to SkillCampVR. At the request ofSkillCampVR, the customer(s) shall be obliged to assert these claims on behalfof SkillCampVR at customers own expense and to demand payment to SkillCampVR.Any deductible provided for in the insurance contract shall be borne by thecustomer(s). Compensation payments are to be used for the restoration orreplacement or for the compensation of the damage.
12. RIGHTS AND OBLIGATIONS IN THE EVENT OF DEFECTS IN THE RENTED PROPERTY
In the event of a defect, SkillCampVR shall be entitled to choose the respective type of supplementary performance (repair or replacement). SkillCampVR is entitled, at its own discretion, (a) to repair the hardware with new parts or parts that correspond to new parts in terms of performance and functionality or (b) to replace the hardware with a model consisting of new and/or previously used parts that are as good as new in terms of performance and functionality. The customer(s) shall only be entitled to refuse payment of the rental fee in whole or in part or to assert other rights due to a defect in a rental object if SkillCampVR, despite setting a reasonable deadline, has neither remedied the defect nor offered the immediate delivery of an equivalent replacement rental object that is reasonable for the customer(s) or if it has not immediately made the offered replacement rental object available after the customer(s) has given its consent. The same shall apply in the event of defects in the materials or accessories supplied and, mutatis mutandis, in the event of defects in a work performance.
SkillCampVRis entitled to keep the third-party software installed on the subject matter ofthe contract up to date in accordance with the specifications of the respectivelicensor within the scope of rectification or subsequent delivery, insofar asthis is reasonable for the customer and does not involve additional costs.
13. TRAFFIC SAFETY OBLIGATION, LIABILITY, WARRANTY
Insofar as the subject matter of the contract - in conjunction with SkillCampVR standard applications from SkillCampVR and third-party software installed by the customer or as part of the initial installation by SkillCampVR - is capable of making automated decisions and/or acting without further intervention, the customer shall ensure that human supervision is always provided. The customer is responsible for the duty of care in this respect.
At the time the contract was concluded, the customer was informed in electronic form (information sheet) about possible dangers and risks (e.g. the possibility of causing damage to property or personal injury through bouncing damage or similar) in connection with the use of the rental property. Accordingly, the customer must take suitable measures to protect against damage to property and personal injury with regard to the specific dangers and risks posed by automated software.
In all cases of contractual and non-contractual liability, SkillCampVR shall pay damages exclusively in accordance with the following limits:
- in the event of intent in the full amount, as well as in the absence of a quality for which SkillCampVR has assumed a guarantee;
- in the event of gross negligence, only in the amount of the foreseeable damage that was to be prevented by the breached obligation;
- in other cases: only for breach of a material contractual obligation if this jeopardizes the purpose of the contract, but always only in the amount of the foreseeable damage. Liability is limited to EUR 20,000.00 per claim and to a maximum total of EUR 50,000.00 under this contract;
- in addition, insofar as SkillCampVR is insured against the damage incurred, within the scope of the insurance cover and subject to the condition precedent of the insurance payment.
The limitations of liability under clause 1 do not apply to liability for personal injury and liability under the Product Liability Act.
SkillCampVR reserves the right to object to and raise the defense of contributory negligence.
In the event of data loss or data destruction, SkillCampVR shall only be liable if SkillCampVR caused the destruction intentionally, through gross negligence or due to a breach of a material contractual obligation and the customer has at the same time ensured that the destroyed data can be reconstructed with reasonable effort from data material that is kept available in machine-readable form.
Insofar as liability on the part of SkillCampVR is excluded, this shall also apply to claims against its bodies, employees or vicarious agents.
The statutory warranty rules shall apply. The limitation period shall be reduced to one year. This reduction shall not apply in the event of intent or gross negligence on the part of SkillCampVR, fraudulent concealment of the defect or personal injury.
Any guarantees granted by SkillCampVR for certain hardware or manufacturer guarantees granted by the manufacturers of certain hardware shall apply in addition to the claims for defects. Details of the scope of such guarantees can be found in the respective guarantee conditions.
The customer is responsible for regular data backups in his own interest. In the event of a warranty claim, it may be necessary to replace or temporarily delete (reformat) the data storage of the contractual object, which may lead to a loss of data. The customer is therefore obliged, especially in the event of a warranty claim, to carry out a data backup before SkillCampVR carries out the repair or subsequent delivery.
14. ADJUSTMENT OF PURCHASE PRICE
If the costs incurred by SkillCampVR for maintenance, repair and/or delivery of consumables (material or wages) demonstrably change by more than 3%, both parties may demand a corresponding adjustment of the prices. The adjustment shall take effect at the beginning of the next billing period, but not before the expiry of six months after conclusion of the contract and not earlier than four weeks after receipt of the written request for adjustment.
15. NOTE ON THIRD-PARTY SOFTWARE
If the customer wishes to operate specific software on the contractual hardware, it must acquire this software or the relevant rights of use separately.
(Pre-installed) software or digital content from the manufacturer of the contractual hardware or a third party (hereinafter referred to as "third-party software") is not the subject matter of the rental agreement.
However, if expressly regulated in the order form, the service descriptions or price lists, SkillCampVR shall carry out the initial installation and configuration of the third-party software required for the use of the hardware (in particular the operating software). With regard to the third-party software, only the license or terms of use of the respective manufacturer or third party (hereinafter referred to as "Licensor") shall apply.
A transfer of rights of use or the assumption of other obligations (reinstallation, care and maintenance, etc.) by SkillCampVR shall not take place unless otherwise agreed. The licensor is solely responsible for any errors and other defects in connection with the third-party software. The license or terms of use for the third-party software to be installed are provided to the customer prior to the conclusion of the contract. By ordering the contractual hardware or concluding a contract with SkillCampVR for the rental of the hardware, the customer accepts these license or terms of use of the licensor and instructs SkillCampVR to accept the license or terms of use vis-à-vis the licensor(s) on his behalf.
16. ACTIVATION OF SKILLCAMPVR STANDARD APPLICATIONS
As a rule, SkillCampVR standard applications consist of software components that are programmed for specific hardware and software environments (hereinafter referred to as "SkillCampVR software"), in conjunction with access to a SkillCampVR online portal, via which configurations and the transfer, management and editing of content can be carried out (hereinafter referred to as "SkillCampVR online portal"). Details of the respective SkillCampVR standard applications, in particular the hardware and software environment required in each case and the scope of functions are regulated in the service descriptions.
Other services, such as the installation and configuration of software or the instruction and training of the customer or its employees, are not part of the contract, but can be agreed separately between the contracting parties.at SkillCampVR's discretion, the SkillCampVR software required for the use of SkillCampVR standard applications shall be made available to the customer either on a suitable data carrier or for download via the Internet. SkillCampVR shall provide the customer with the necessary access data. If further components are required, such as a hardware dongle, SkillCampVR shall provide these to the customer for the duration of the contract term.
If activation is required, the customer must use the function provided for this purpose with an existing Internet connection (hereinafter referred to as "activation"). To check whether the activation is still valid, a request is sent to SkillCampVR at regular intervals when an Internet connection is established (hereinafter referred to as "license verification").
Access data (such as password/password) may not be passed on to third parties who are not employees of the customer. They must be kept protected from access by third parties. Access data should also be changed for security reasons when the system is first used and at regular intervals thereafter. If there is reason to suspect that unauthorized persons have gained knowledge of the access data, the customer must change the access data immediately. The customer shall be liable for all consequences of third-party use if the customer is responsible for the misuse of access data.
17. SCOPE OF USE OF THE SOFTWARE
Upon payment of the usage fee owed, the customer is entitled to use SkillCampVR standard applications to the extent specified in these GTC and in the respective service descriptions.
Unless otherwise agreed in the order form, in the service descriptions and in the price lists, SkillCampVR grants the customer the non-exclusive, non-transferable and non-sublicensable, locally unrestricted right to use SkillCampVR software during the term of the contract to the extent specified in these GTC upon full payment of the usage fee owed. The contractual use of SkillCampVR software includes the installation as well as the loading, display and running of SkillCampVR software on the required hardware, the scope of use as specified in the service description.
The customer is not authorized to transfer SkillCampVR standard applications to third parties. In particular, the customer is not permitted to sell, lend, rent or otherwise sublicense, publicly reproduce or make available, modify or edit SkillCampVR standard applications. The decompilation of the software provided is not permitted, unless this is permitted by law.
If SkillCampVR provides the customer with additions (e.g. updates, additions to the user manual) or a new edition of the subject matter of the contract (e.g. upgrade), which replaces the previously provided software ("old software"), these are subject to the provisions of this agreement.
If SkillCampVR provides a new version of the software, the customer's authorizations under this agreement with regard to the old software shall expire as soon as the customer uses the new software productively, even without an express request for return by SkillCampVR. The customer is liable for ensuring that the software is not used for racist, discriminatory, pornographic, youth protection endangering, politically extreme or otherwise unlawful purposes or purposes that violate official regulations or requirements or that corresponding data, in particular data, is created and/or stored on the server. The customer will make a corresponding agreement with his employees and prohibit them from any misuse or infringement of third party rights.
If the customer violates any of the above provisions, the rights of use granted to the customer shall automatically expire immediately. In this case, the customer must immediately and completely discontinue the use of SkillCampVR standard applications and delete the SkillCampVR software installed on his systems. In such cases, SkillCampVR is entitled to block the customer's access up to the deletion of illegal content and data. In addition, SkillCampVR has the right to extraordinary termination without notice in the event of repeated violation of this provision.
18. AVAILABILITY OF THE SOFTWARE
SkillCampVR owes the customer an annual average availability of the software and data at the transfer point of 95%. Excluded from this are downtimes due to maintenance and software updates as well as times when the central server cannot be reached via the Internet due to technical or other problems beyond SkillCampVR's control (force majeure, fault of third parties, etc.).
The parties understand availability to mean the technical usability of the software and data at the transfer point for use by the customer.
The transfer point for software and the data stored there is the router output of the SkillCampVR data center.
SkillCampVR is not responsible for the quality of the required hardware and software on the customer's side or for the telecommunications connection between the customer and SkillCampVR up to the transfer point.SkillCampVR is entitled to use subcontractors in the fulfillment of the contract.
SkillCampVR is entitled to immediately block the SkillCampVR online portal if there is reasonable suspicion that data stored there by the customer contains malware, is illegal and/or infringes the rights of third parties. Reasonable suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform SkillCampVR of this. SkillCampVR is obliged to inform the customer immediately of the blocking and the reason for the blocking. The block must be lifted as soon as the suspicion is invalidated.
19. SOFTWARE DEFECTS AND THEIR ELIMINATION, MAINTENANCE, UPDATES AND UPGRADES
SkillCampVR shall remedy any defects within a reasonable period of time. For this purpose, the customer shall be provided with (a) updates, patches, etc. serving to rectify the error or (b) a new software version, at SkillCampVR's discretion. The customer is obliged to install the files provided. The obligation to remedy defects and maintenance does not include the adaptation of SkillCampVR standard applications to changed operating conditions or technical and functional developments, such as changes in the IT environment, in particular changes/replacement of the hardware or software environment including the operating system, adaptation to the functional scope of competing products or the establishment of compatibility, e.g. with new data formats (hereinafter collectively referred to as "technical developments"). The customer has no claim to the provision of updates that serve to extend the functionality ("upgrades") and/or to adaptation to technical developments.
SkillCampVR is entitled, even without the existence of a defect, to adapt SkillCampVR standard applications to the respective state of the art and to technical developments or to change them in order to maintain the security and functionality of SkillCampVR standard applications, also with regard to changing operating systems and other third-party software for which the SkillCampVR standard applications were developed, vis-à-vis the customer and other users (hereinafter referred to as "further developments").
If a further development causes a not insignificant impairment of the functional scope of SkillCampVR standard applications described in the respective service description, or if additional and/or changed, in particular technical requirements arise due to a further development or technical developments, SkillCampVR shall announce this to the customer at an appropriate time interval of generally three (3) months before the intended further development, unless a shorter time interval is required due to the nature of the intended further development. In the announcement, SkillCampVR shall inform the customer of his right of objection and the conditions of SkillCampVR's right of termination.
The customer is obliged to inform SkillCampVR immediately after receipt of the announcement of a further development whether he agrees or objects to the further development against the background of the circumstances communicated to him in the announcement. if the customer does not agree to the further development at the latest one (1) month before the adjustment date, SkillCampVR has the right to terminate the contractual relationship with effect from the adjustment date.
20. COOPERATION, INFORMATION AND OTHER OBLIGATIONS OF THE CUSTOMER WITH REGARD TO THE USE OF HARDWARE AND SOFTWARE
After activation, the customer must ensure that a functioning Internet connection is available at intervals of no more than (60) sixty days in order to enable license verification.SkillCampVR standard applications may only be used in accordance with the contract and only within the framework of the applicable law and the service description. No legal infringements may be committed through the use of SkillCampVR standard applications and/or by means of SkillCampVR standard applications. The customer must ensure that the use of SkillCampVR standard applications does not result in damage to SkillCampVR or third parties. The customer is solely liable for any infringements committed by him. The customer is obliged to notify SkillCampVR of defects in writing immediately after their discovery. In the case of material defects, this shall at least include a description of the time of occurrence of the defects and the detailed circumstances of their occurrence. The customer shall also notify SkillCampVR immediately of any claims and demands asserted by third parties and, insofar as this is reasonable and bearable for the customer, the customer shall be obliged to cooperate in the search for and rectification of defects. In particular, the customer is obliged to support SkillCampVR in the reproduction of a malfunction, taking into account SkillCampVR's instructions for problem analysis, and to forward to SkillCampVR all information available to him/her that is necessary for the elimination of the malfunction.
The customer is obliged to install the updates, patches or similar or software versions provided by SkillCampVR for troubleshooting without delay, but at the latest within seven (7) working days. The customer is obliged to take regular backup measures (data backup etc.). With regard to the deletion of data by SkillCampVR after termination of the contract, the customer must also ensure that his data is backed up to the required extent in good time before the termination date. If the contract ends due to termination without notice by SkillCampVR, SkillCampVR shall enable the customer to carry out a data backup within 10 working days. After expiry of this period, SkillCampVR is entitled to delete all customer data from all SkillCampVR systems.
The customer must take suitable precautions to protect SkillCampVR standard applications from unauthorized access by third parties. The customer shall keep original data carriers in a safe place. He shall inform his employees that making copies beyond the contractual scope is not permitted. The customer must keep access data provided by SkillCampVR secret and not make it accessible to third parties.
Markings on the software, the data carriers or the accompanying material may not be removed, changed or made unrecognizable. This applies in particular to copyright notices, trademarks, serial numbers or similar.
The customer undertakes not to store any content within the SkillCampVR standard applications whose provision, publication or use violates applicable law or which is likely to damage the information technology systems of SkillCampVR or a third party (viruses, malware, etc.).
Insofar as the content stored by the customer within the framework of SkillCampVR standard applications is legally protected, the customer shall grant SkillCampVR all necessary rights of use so that SkillCampVR can fulfill its obligations under these GTC, in particular to make the content accessible to the customer via the Internet when the customer queries it, in particular to reproduce and transmit it for this purpose.
If the customer violates these obligations and the obligations arising from the service descriptions, the customer is obliged to compensate for the resulting damage.
21. COMPENSATION FOR DAMAGES IN THE EVENT OF USE BY UNAUTHORIZED THIRD PARTIES
In the event that SkillCampVR services are used by unauthorized third parties using the customer's access data, the customer shall be liable for any resulting damages and fees incurred.
22. TRANSFER OF RIGHTS AND OBLIGATIONS/ REFINANCING
The customer(s) may only transfer or pledge rights and/or obligations arising from this contract with the prior written consent of SkillCampVR. This also applies to subletting. Refusal of consent does not entitle the customer(s) to terminate the contract.
If the refinancing of this rental agreement requires the transfer of obligations arising from this agreement or the entire agreement to a financial institution, the customer(s) is/are obliged to agree to a transfer, provided that this does not entail legal or economic disadvantages for him/her. As a precautionary measure, it is agreed to secure the financial institution in the event of SkillCampVR's insolvency: If the financing institution is entitled to utilize the rental objects by renting them out, the customer(s) shall be obliged to re-conclude or continue this rental agreement with the financing institution or a third party designated by it. The customer(s) may not be placed in a worse legal or economic position than they would be in without the insolvency event.
23. AGREEMENTS WITH THIRD PARTIES
Amendments and additions to this contract can only be agreed directly between the contracting parties. Agreements that the customer concludes with the supplier or another third party shall not become the subject of this contract and shall not establish any rights and obligations on the part of SkillCampVR.
24. SECRECY, CONFIDENTIAL INFORMATION, DATA PROTECTION
The contracting parties undertake to treat all knowledge of confidential information and trade secrets of the other contracting party obtained in the course of the initiation and execution of the contract as confidential for an unlimited period of time and to use it only for the purpose of executing this contract.
Confidential information within the meaning of this contract is all information (whether written, electronic, verbal, digitally embodied or in any other form) that is disclosed to the contractual partner. Confidential information includes in particular
- Descriptions of the training scenarios, dialogs in the training scenarios, tutorial texts in the scenes, list of training scenarios;
- Business secrets, products, manufacturing processes, know-how, inventions, business relationships, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data);
- Any documents and information that are subject to technical and organizational confidentiality measures and are marked as confidential or are to be regarded as confidential according to the nature of the information or the circumstances of the transmission;
If Confidential Information does not meet the requirements of a trade secret within the meaning of the German Trade Secrets Act, this information shall nevertheless be subject to the confidentiality obligations under this Agreement.
The customer does not acquire any ownership or - with the exception of the purpose of the contract - any other rights of use to the Confidential Information (in particular to the software, know-how, patents applied for or granted on it, copyrights or other property rights) of Unreal Estates UG on the basis of this contract or otherwise due to implied behaviour.
The customer must refrain from commercially exploiting or imitating the Confidential Information itself in any way outside the purpose of the contract (in particular by means of so-called "reverse engineering") or having it exploited or imitated by third parties and in particular from applying for industrial property rights - in particular trademarks, designs, patents or utility models - on the Confidential Information.
The customer shall only make the software accessible to employees and other third parties insofar as this is necessary to exercise the rights of use granted to him. He shall instruct all persons to whom he grants access to the software about the customer's rights to the software and the obligation to maintain confidentiality and shall oblige these persons to maintain confidentiality and use the information only to the extent specified in Clause 1, unless the persons concerned are obliged to maintain confidentiality for other legal reasons at least to the extent specified above.
The above obligations shall not apply to Confidential Information and trade secrets which
- were already obvious or known to the other contracting party at the time of their transmission by the contracting party,
- have become apparent after their transmission by the contracting party through no fault of the other contracting party,
- have been made accessible to the other contracting party by a third party after their transmission by the contracting party in a non-illegal manner and without restriction with regard to confidentiality or utilization,
- which have been developed independently by a contracting party without using the trade secrets of the contracting party,
- which must be published by law, official order or court decision - provided that the publishing party informs the contracting party of this without delay and supports it in the defense against such orders or decisions or after their transmission by the contracting party have been made accessible to the other contracting party by a third party in a non-unlawful manner and without restriction with regard to confidentiality or exploitation,
- insofar as the contractual partner is permitted to use or disclose the trade secrets on the basis of mandatory statutory provisions or on the basis of this contract.
This obligation to maintain confidentiality shall continue to apply even if the contract is terminated, unless the development is now in the public domain, for which the party obliged to maintain confidentiality shall bear the burden of proof.
SkillCampVRshall comply with the rules of data protection, in particular if it is grantedaccess to the customer's business or hardware and software. It shall ensurethat its employees and vicarious agents also comply with these provisions, inparticular by obliging them to maintain data secrecy before commencing theirwork. SkillCampVR does not intend to process or use personal data on behalf ofthe customer. Rather, a transfer of personal data only occurs in exceptionalcases as a secondary consequence of the contractual services of the customer.SkillCampVR handles personal data in accordance with the provisions of dataprotection law.
Should it nevertheless be necessary, thecontracting parties will conclude a contract for order processing in accordancewith Art. 28 para. 3 of the EU General Data Protection Regulation.
25. OTHER, APPLICABLE LAW, PLACE OF JURISDICTION, SEVERABILITY CLAUSE
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"), provided that 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 SkillCampVR shall be Munich.
Alldeclarations of the parties must be made in writing to be effective, unlessotherwise stipulated in these provisions.
SkillCampVR is entitled to amend the GTC unilaterally, in particular in the event of a change in the legal situation, supreme court rulings or market conditions, provided that the amendment does not place the customer in a worse position. To this end, SkillCampVR shall provide the customer with the new GTC in text form and grant the customer a period of four weeks to take note of them, during which the customer may object to the GTC. If the customer does not object within this four-week period, the customer shall be deemed to have accepted the new GTC. SkillCampVR shall inform the customer of the legal consequences at the time of sending the new GTC by setting a deadline.
Thepossible invalidity, ineffectiveness, contestability or unenforceability ofindividual provisions of the contract shall not affect the effectiveness orenforceability of the rest of the contract. Rather, such provisions shall bereplaced by provisions that best reflect the meaning and purpose of thecontract and the intention of the parties. If the intention of the parties inthis respect cannot be ascertained, the statutory provisions shall apply, ifavailable. This rule of interpretation shall also apply to ambiguous orcontradictory provisions and any gaps in the contract.
