Scope of Application and Definition of Terms
The following general Terms and Conditions, in the version valid at the time of conclusion of a contract, apply to the business relationship between the company THEDIGITAL OÜ, Sepapaja 6, Tallinn 15551, Estonia, director: Mr. Nils Kattau, e-mail: nk (a) nilskattau (dot) com (hereinafter referred to as “we”, “us” and “our”) and those persons who accept the Services offered by THEDIGITAL OÜ (hereinafter referred to as “Customers”).
In addition to these terms and conditions, both individual and specific regulations with regard to the contractual relationship between us and the Customers can be agreed (e.g. in the form of individual agreements). The specific regulations take precedence over these terms and conditions in the event of a discrepancy.
Derogating terms and conditions of Customers are not accepted, unless we expressly agree to their validity. The unconditional performance of our Services does not represent explicit recognition of the Customer’s terms and conditions.
Within the meaning of these Terms and Conditions, a consumer is any natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession. An entrepreneur is a natural or legal person or a legally responsible partnership that when concluding legal transactions is exercising their commercial or independent professional activity.
“Content” means all Content and information, such as photographs, graphics, logos, videos, video streams, podcasts, texts, reviews, information concerning persons, places or hyperlinks.
The terms used in the context of these Terms and Conditions, such as “Customer”, are gender-neutral.
Restriction to Business Customers
Our Services are exclusively addressed to business Customers/entrepreneurs and not to consumers. Consumers are prohibited from using our Services.
By requesting or ordering our Services, Customers declare that they are a business Customers/entrepreneurs and not a consumer.
We reserve the right to check whether the Customer is not a consumer (e. g. checking the address data, the business registration or the VAT identification number) in the context of the Customer’s order as well as before its execution.
Eligibility
With conclusion of the contract, the Customer assures that he is of legal age or fully capable of entering into a contract.
If you use our Services on behalf of another natural or legal person, you declare that you have the right to accept these Terms on behalf of that person and that the person agrees to be responsible to us, if you or the other person violates these Terms.
Conclusion of the Contract
A contract shall be concluded, unless expressly agreed otherwise individually and insofar as the offer is submitted by a Customer, by confirmation in writing on our part or by performance of the Service in accordance with the order. Insofar as the offer is made by us, the contract is concluded by the Customer’s declaration of acceptance, taking into account these Terms and Conditions.
As far as advertising and other agencies (hereinafter uniformly referred to as “Agency”) place orders, the contract is concluded in case of doubt with the Agency, subject to other written agreements. If a third-party is to become a contractual partner, it must be named by name and as such by the Agency. We shall be entitled to demand proof of a mandate from the Agency.
The representation of our services on the webpages or in catalogues and brochures is not a legally binding offer, but an invitation to submit a contract request. Furthermore, the aforementioned performance representations do not constitute an assurance or warranty.
Service Description
We offer various Services that are communicated to Customers via the respective offer pages or individually. The Services include, in particular, consulting Services, participation in our events, conferences or individual coaching, workshops, webinars, membership Services, access to teaching materials and the sale of products (e. g. e-books).
The precise specifications of the respective contractual obligation, its scope, areas of application, basic conditions, functions, documentation as well as the time schedule and flowchart are derived from the order description on which the respective Service is based.
The Service description is not subject to any specifications; it can also take the form of an offer, an order description or a requirement and functional specification. The description of the Service must show a sufficient degree of detail customary for the respective Service. The Customer shall inform us immediately of any omissions in the details and shall support us to the best of our ability with the necessary further details.
If the description of the Service is insufficient or if its scope is doubtful in certain cases, the Services to be provided include the tasks customary in our branch of industry, which are necessary to fulfil the agreed purpose of the contract.
Subsequent changes to the contract require an explicit confirmation of the respective contractual partner in order to be effective.
Without the explicit and at least textually agreed guarantees on success, performance numbers or other aspects of our performance, we are obliged to provide a quality of Service that is customary in our branch of industry.
Deadlines shall only be deemed binding if we expressly agree to in written form.
We are not responsible for delays in performance due to force majeure or under circumstances within the Customer’s scope of responsibility (non-timely provision of Content etc.), and we are entitled to postpone the performance of the Services affected by the duration of the hindrance/delay plus a reasonable period of time.
Exclusion of Legal Examination or Consultation
Unless expressly agreed otherwise, our Services do not include any legal examination or legal advice (e. g. under trademark law, copyright law, data protection law or competition law) and fulfilment of the Customer’s statutory information obligations (e. g., data protection law). We are not responsible for consumer information, examination duties in connection with Contents, media regulations, etc.).
User Accounts and Responsibility
Customers may be required to register for a user account to access some or all of our Services. For example, Customers may need to be a registered user to participate in workshops, download learning materials or watch training videos.
When Customers register for a user account, Customers must provide accurate account information and update that information as it changes. Customers must also maintain the security of your account and notify us immediately if Customers discover or suspect that someone has accessed their account without Customer’s permission. If Customers allow others to use their Customers account credentials, Customers are responsible for the activities of such persons or companies who are associated with the Customer’s account.
Our Services may only be accessible through third-party platforms or Services (e. g. video platforms or training platforms) and Customers may be required to register on these platforms or Services. In this case, we are responsible for the provision of Services within the access and Content area managed by us, but not for the provision and operation of the platform itself.
Content and Structure of Service Materials
Content and structure of any training or supporting materials and courses, events, workshops, videos or streams (short “Service Materials”) are agreed between us and the Customer. This does not apply if our Services are already pre-designed in terms of Content (e. g. in the case of conferences or webinars offered by us).
We are entitled to make necessary changes in Service Materials, methodological and organizational changes or deviations before or during the course of the execution of our Services, as far as they increase or do not significantly change the benefit of the announced outcoming for the Customer.
Our Service Materials are created to the best of our knowledge and ability. However, liability and guarantee for the correctness, timeliness, completeness and quality of the Service Materials is excluded.
The technical prerequisites necessary for the Service Materials (e. g. computer equipment) are provided by the Customer unless otherwise agreed.
Rights to our Contents
Insofar as our Services (including their Contents) are protected by law (e. g. videos, e-books, streams) or are provided as part of an individually tailored consultation and are not publicly known (e. g. individual marketing and analysis concepts or business methods). The customers receive the non-exclusive rights of use, insofar as these are necessary for the fulfilment of our Services to the customer and their use by the Customer. Unless otherwise expressly agreed, a non-exclusive right of use is granted in each case. This means in particular that Customers may use these Services for their own purposes but may not sell them to third-parties or rent them out or create copies for third-parties.
The acquisition of the rights of use by the customer within the scope of a service provided by us, presupposes the complete payment of the remuneration for the service. Until then, the granting of use is revocable.
Remuneration
All prices quoted on our website are, unless otherwise stated, exclusive of any applicable VAT.
Within the scope of the ordering process and before its completion, Customers can choose from the available payment methods. Customers are informed of the methods of payment available to them before the beginning of the ordering process.
Where third-parties (e.g. PayPal) are tasked with payment processing, their general terms and conditions shall apply.
Invoicing is done electronically.
The membership fee is usually paid monthly in advance and individual coaching, workshop or similar sessions are paid for after booking. If the due date of the payment is determined according to the calendar, Customers are already in default should they exceed this date. In this case, Customers shall expect to be charged legally set interest (at least 9%) for late payment above the base interest rate. Default interest will be charged, even without a written warning, if the payment is not made at the agreed date. We reserve the right to raise a claim for a higher value of compensation for such delay.
Should Customers fall into arrears with their payments, we have the right to refuse to fulfil payments due to Customers and to block or at first to restrict access to the user account or to restrict the range of provided functions of our Services at our discretion until such default has been rectified. Our other legal and contractual rights with regard to payment delay shall remain unaffected.
The Customer shall only be entitled to offset claims, if his counterclaims are legally established or undisputed by us. The Customer may only withhold payments if all the relevant claims arise from the same contractual relationship.
Travel Expenses
The travel expenses include the journey to and from the agreed place of contractual performance (First class on the train, 0.30 Euro per km driven by car) and the hotel accommodation (minimum 4 stars incl. breakfast).
An overnight stay in a hotel is required if the arrival/departure is not possible on the same day or if the arrival/departure has to be made before 9 a. m. in the morning.
Travel and accommodation costs will be charged according to the reimbursement rules in these Terms and Conditions.
If travel expenses are not covered in advance by the Customer, we will book these after confirmation of the date of performance by the Customer or at the latest 7 days before the date of performance. In the event of cancellation, travel expenses incurred are to be reimbursed if they cannot be cancelled.
Termination
If no contract term has been agreed upon in the case of long-term/ongoing contracts (e.g. membership), this shall be three months and shall be extended for the same period subject to a period of notice of four weeks.
Either contracting party may terminate contracts based on these terms and conditions for good cause, if the other contracting party fails to comply with one or more of the agreements and after a request for correction, fails to remedy the situation within the specified, reasonable time limit, or otherwise within a reasonable period of time. Either contracting party may terminate the contract for good cause even without a previous request to remedy the situation, if the terminating party cannot be reasonably expected to continue the contract taking into account all the circumstances of the individual case and weighing up the interests of both parties.
In the event of our lawful termination without notice we will not be obliged to reimburse the membership fee applicable to the period until the end of the month in which the termination occurs.
Upon termination, the final deactivation of a user account may take up to 14 business days.
We are entitled to delete the Customer profile and the Content of the Customer with whom the agreement is terminated.
Rights of Use and Appropriate Conduct
The services may only be used via the ways, interfaces or access points provided by us and which are clearly intended. Any use beyond that, for example, the reading of data by a crawler, framing or other acquisitions of data records, is prohibited.
Customers may not use any mechanisms, software or other scripts in connection with use of our Services, which can interfere with the functioning of our Services.
Customers must comply with the individual privacy of other Customers and must not make confidential information and Content externally available, for example, by publishing it.
Customers shall protect their access credentials against access by unauthorized third parties and to update them with any changes.
Customers ensure that the statements made by them and any Content created or uploaded is permitted by law and is free from third-party rights.
Submission of Content, Granting of Usage Rights
Subject to other agreements, the granting of the following rights solely serves the operation of our Services and the fulfillment of our contractual obligations in compliance with privacy and data protection rights.
Customers give us, free-of-charge, a single, spatially and temporally unlimited right, to copy, reproduce or use their Content within the participation in our Services and for the purpose of our Services.
Responsibility for Content
We may provide third-party Content on the Services and provide links to third-party websites and Content (collectively referred to as “Third Party Content”) as a Service to those interested in such information. We do not control, endorse or assume any responsibility for the third-party Content and make no representations or warranties with respect to the third-party Content.
We are not responsible for the Content provided by the Customers and do not endorse the Content. The opinions therein represent the views of the respective Customers.
We are not obliged to have the Content of the Customer checked but reserve the right to delete or depublish it in whole or in part should there be concrete indications that the Content is contrary to regulatory requirements, official prohibitions, third-party rights, morality or violates these terms and conditions.
Insofar as we are involved in a lawsuit on account of illegal Content or other legal infringements for which the Customer is responsible, the Customer shall release us from liability upon first request and shall support us in defending against claims. The indemnification includes the necessary legal costs.
Events
The following provisions shall apply if we organize events, conferences, workshops and training courses, etc. (short “events”).
Registrations for events organized by us will be considered in the order in which they are received.
The registration constitutes a binding offer to participate in the event and is considered accepted upon payment. This applies in the case of payment of an invoice or payment via online payment systems, such as PayPal. With the payment, the Customer receives a binding entitlement to attendance at the agreed date and confirmation of registration.
In case of cancellation we reserve the right to reject substitute persons as participants. In particular, the suitability of the substitute person for training is taken into account.
Individually agreed Services (e. g. coaching or consulting Services) can be cancelled at any time, but we reserve the full right to payment, minus our saved costs, unless it would be possible and reasonable for us to conclude an adequate contract with third-parties, for which the customer bears the burden of proof. In the case of public events (e.g. conferences), the following rules apply unless otherwise agreed: (i) In the event of non-attendance Customers will be liable for the full cost. (ii) Up until 2 weeks prior to the event, 50% of the booking cost will apply. (iv) Within 4 days prior to the event, 100% of the booking cost will apply.
Postponement, Cancellation and Replacement of an Instructor or Speaker
If the agreed instructor or speaker is hindered, especially in the case of illness, an appropriate replacement can be provided.
In exceptional cases, events may be postponed or cancelled due to short-term absence of the instructor or speaker due to illness or force majeure or insufficient number of participants, even after confirmation of participation has been given.
If the number of participants is too low, the event will be cancelled at least one week before the start of the event without any fault on the part of us.
In the event of a cancellation or postponement of an event that is unreasonable for the Customer, we will reimburse any fees that have already been paid.
The Customer shall not be entitled to claim compensation for further costs incurred by the Customer (e. g. reimbursement of travel and accommodation costs as well as lost work). If the event is cancelled due to force majeure, e. g. if the instructor or speaker is prevented due to force majeure, we shall not be liable for any further costs incurred by the Customer as a result.
Warranty
The Content provided within the framework of Services and documents is created in good faith and knowledge. A liability and warranty for the correctness, topicality, completeness and quality of the Content is excluded, unless otherwise stated or guaranteed.
We are not liable for force majeure, especially war, civil war, strike, natural disasters and shipping restrictions that come into force after the conclusion of the contract or are not known at this time.
Customers are obliged to cooperate in the event of Service and performance disruptions within the scope of the statutory provisions, and to avoid possible damages or to keep them to a minimum.
In addition, statutory regulations shall apply.
Confidentiality, Self-Advertising and Competition Clause
The contracting parties undertake to treat all information they gain knowledge of during the fulfillment of this contract as confidential and to use it only for contractually agreed purposes.
The rights and obligations in accordance with this section concerning confidentiality shall remain unaffected by a termination of this contract.
We are entitled to refer to customers in order to advertise our services and to use the individual services provided to the customer for the purpose of self-promotion, provided that they are not based on an individual consultation and the use as a reference clearly violates any recognizable confidentiality requirements. Customers are required to explicitly point this out if they do not wish to be referenced.
Changes to these Terms and Conditions
Within the term of contracts for the performance of a ongoing/long-term contracts we reserve the right to change these Terms and Conditions at any time and with immediate effect, unless this is unreasonable for the Customers. A change is especially carried out when the following objective reasons are present: a) if the purpose of the change is to ensure that the Terms and Conditions are in compliance with applicable law and, in particular, if the current legal situation changes; b) if the purpose of the change is to ensure compliance with legal or regulatory judgments; c) if entirely new Services, elements of the Service offered by us, or our technical or organizational processes will require a new description in the Terms and Conditions and the existing contractual relationship with the Customers will not be affected; and d) if the change is simply advantageous for the Customers.
In such a case, we will send the amended Terms and Conditions to the email address provided to us by the Customer at least two weeks before such amended Terms and Conditions take effect. As part of the notification concerning changes to the Terms and Conditions, we shall inform the Customers of the consequences of objection. If the Customer does not object to the new Terms and Conditions within a period of two weeks after receiving the email, the amended Terms and Conditions are deemed accepted by the Customer.
Limitation of Liability
The following limitations and restrictions of liability apply to our liability for damages and do not affect the statutory requirements for claims:
We bear unlimited liability if damages were caused by intent or gross negligence.
Furthermore, we are liable (i) for the negligent breach of duties, the violation of which endangers the execution and fulfillment of the contract, as well as (ii) for the breach of duties, the fulfillment of which allows for the proper execution and fulfillment of the contract and the compliance on which they rely. In this case, however, we are only liable for damages that are foreseeable and typical of this type of contract. The typical damage is for Customers who are entrepreneurs generally limited to the fixed fee and otherwise limited to the amount of the Customer’s contractual fee for the period in which the breach of duty took place, unless the limitation would be unreasonable in individual cases from an equitable point of view. Typical damages do not exceed five times the agreed remuneration for Customers. We are not liable for violating duties other than those defined in the preceding paragraphs if the violation is due to simple negligence.
The aforementioned limitations do not apply (i) to injury to life, body or health, (ii) to a defect after granting of a guarantee for the quality of the contractual product, and (iii) to fraudulently concealed defects.
If our liability is excluded or limited, this also applies to the personal liability of our employees, representatives and agents.
Final provisions, Jurisdiction and Applicable Law
The written form also includes textual form, e.g. e-mails.
Any failure on our part to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
These Terms and Conditions, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these terms and conditions and be void.
The law of the Estonia shall apply. Place of jurisdiction and place of fulfilment is our office in Estonia. In the case of site-related Services (e. g. advice on site or at events), the place of fulfilment is the place of performance of the contractually owed Service.
If one of the above-mentioned provisions is partially or completely ineffective, this does not affect the effectiveness of the remaining provisions.
