Firebrand Training GmbH
1. Preliminary remarks
Firebrand Training ( Firebrand ) is the leading provider of intensive training in the areas of IT, project and process management. Firebrand currently offers services in Germany, Austria, Switzerland, Great Britain, Ireland, the Netherlands, Belgium and Luxembourg. These general purchasing conditions apply in principle to all contractual relationships with service providers, freelancers and subcontractors ( contractual partners ) who work for Firebrand with regard to Firebrand's business activities. In addition to the relevant contractual relationships ( contract, contracts, individual contracts ), these general purchasing conditions ( conditions ) also apply. These conditions also apply to all activities carried out by service providers, freelancers and/or other subcontractors for all parent, subsidiary and sister companies of the Firebrand Group.
2. Individual contractual relationships
These terms and conditions also apply to all contractual relationships between Firebrand and the contractual partner. Firebrand makes reference to them in individual contracts.
Firebrand generally concludes contracts in writing. However, changes to the contract can also be made in text form if appropriate reference is made. Documentation that goes beyond the individual contract and these terms and conditions, in particular (but not limited to) general terms and conditions, offers, price lists and/or order confirmations from the contractual partner are not binding unless Firebrand has expressly agreed to this in writing.
These terms and conditions and any individual contracts and/or similar legal relationships between Firebrand and the contractual partner shall not be established, terminated or modified by commercial usage or tacit legal practice.
3. Importance of performance time in training
The contractual partner is commissioned by Firebrand on an individual basis to carry out/accompany courses for specifically offered training periods. Even if the contractual partner is generally free to choose how he provides his services, the corresponding courses have already been booked by Firebrand customers. Compliance with the agreed service times is essential for the purpose of the contract and a cardinal obligation to be guaranteed by the contractual partner.
If the contractual partner is unable to provide the services agreed with Firebrand on time, he must inform Firebrand in accordance with the contractually agreed provisions.
In the event of intent and/or gross negligence, the contractual partner shall indemnify Firebrand against all claims by third parties resulting from a breach of the obligation to provide timely notification. This includes in particular (but not exclusively) the requested reimbursement of course fees, accommodation and hotel costs of the affected course participants, all related cancellation costs of the course participants and/or of Firebrand, travel costs of the customers and any claims for damages asserted by them and any lost profits of Firebrand. In this respect, the contractual partner cannot rely on the rescheduling of a corresponding course at a later date as a mitigating factor.
4. Service content
The contracting party provides services for Firebrand in accordance with the agreements in the respective individual contract with the care of a conscientious businessman. When concluding the respective contract, the contracting party guarantees by means of an independent promise of debt that he has the necessary qualifications to carry out the corresponding individual order. This means in particular that the contracting party (or his trainer) has the necessary "vendor" trainer accreditations or certifications for the courses he conducts.
The contractual partner is free to choose the type and manner of the services to be provided; he only has to use the training material from Firebrand and must provide its services within the conceptual framework of the Firebrand intensive training method (in particular the specified “lesson plans”) at the agreed service times.
In the event of non-compliance with the delivery deadline, the contractual partner is generally not entitled to subsequent delivery of the service.
When providing the services owed under the individual contract, the contractual partner acts in the name of and for Firebrand in external representation. During the contractual relationship with Firebrand, the contractual partner may not directly or indirectly advertise and/or refer to further services of his own to customers.
He is fully liable for all third parties whom he uses in an authorized and/or unauthorized manner for the performance of individual contracts.
5. Changes to training materials
The contracting party is prohibited from making changes to Firebrand training materials without the prior written consent of Firebrand. However, changes in this sense do not constitute editorial updates or error corrections.
When providing the service, the contractual partner must ensure that any specifications of certification bodies are complied with and not modified.
6. Prices, Payment
Unless otherwise agreed between the parties in the individual contract, all agreed prices are always considered to be so-called fixed prices.
Prices agreed between the parties are net prices plus any sales tax. The customer will issue a proper invoice to Firebrand, which will contain in particular (but not exclusively) the following data: (company name, address, bank details and VAT ID of the service provider, if available registration number and registration court, invoice number, service period and VAT shown. The contractual partner is obliged to independently check the applicability of any special sales tax procedures ("reverse charge") and to issue his invoice accordingly.
All additional services, in particular those under these conditions, are included in the remuneration stated in the respective individual contract.
Unless otherwise agreed in the individual contract, payment shall be due within 14 days of receipt of the invoice in accordance with the provisions of these terms and conditions.
7. Warranties
The contractual partner guarantees that
a) he is legally authorised to provide the services owed under the contract, in particular his company is registered for tax and official purposes and he is not subject to any prohibition on practising his profession;
b) he has the necessary qualifications to properly perform the services ordered;
Furthermore, the further assurances and independent guarantee promises in these terms and conditions also apply as warranty declarations.
8. Property and intellectual property rights
All training documents, documentation, drawings, aids and materials, but in particular also training and teaching concepts, which are provided or made available to the contractual partner directly or indirectly by Firebrand Training GmbH for the purpose of fulfilling the contract and/or in relation to this, remain the exclusive property and intellectual property of Firebrand Training GmbH. All changes and/or additions made by the contractual partner in the context of fulfilling the contractually agreed services become the property and intellectual property of Firebrand at the time of production.
The parties agree that all rights to all results of activities within the scope of this agreement as well as all patent and utility model rights, design rights, copyrights, trademark rights, database rights, rights to know-how and any other industrial property rights (hereinafter "property rights") that exist in the results of activities, arise from their use and/or are embodied in them, including all conceivable legal positions on ideas, drafts and designs, shall be transferred to Firebrand in full and without restriction at the time of their creation. The contractual partner transfers all rights to the results of activities and all possible property rights for exclusive use and exploitation to Firebrand. Firebrand hereby accepts this transfer. The contractually agreed remuneration covers all related claims for remuneration.
Upon termination of the contractual relationship, the contractual partner is obliged to hand over all training documents, documentation, drawings, aids and materials, but in particular also training and teaching concepts, to Firebrand. Direct or indirect use for own purposes or for the benefit of third parties is also excluded and prohibited after the contract has been concluded.
The contractual partner hereby guarantees that he will not modify, pass on or use training documents, documentation, drawings, aids and materials, in particular training and teaching concepts from Firebrand, for his own purposes or for the benefit of third parties.
The contracting party is aware that Firebrand is a registered trademark. The use of the Firebrand brand name by the contracting party is permitted exclusively within the scope of the activities specified in the individual contract. Deviations from this require the written approval of Firebrand.
Without the written consent of Firebrand, the Contracting Party will not publicly refer to the name of Firebrand, either in press releases, advertising, sales brochures or in any other way.
9. Liability and General Indemnity
In the event of intent and/or gross negligence, the contractual partner will indemnify and hold Firebrand, as well as affiliated companies, vicarious agents and employees as well as all customers and training participants, in accordance with the statutory provisions - regardless of the legal basis - harmless from and against all actions, legal or administrative proceedings, claims, demands, damages, judgments, penalties, fees, liabilities, interest, attorneys' fees and other costs of any kind whatsoever caused in any way by actions, omissions, errors, breach of express or implied guarantees or warranties, defects, breach of a contractual obligation, non-compliance with laws, tortious acts or at least gross negligence on the part of the contractual partner and/or its subcontractors, employees or other vicarious agents.
The extent of liability is determined in accordance with the statutory provisions.
10. Data Protection
The contractual partner is aware that in order to carry out the services owed under the individual contract, he will have access to personal data of customers and/or employees of Firebrand. In this respect, he will independently comply with all legal provisions, in particular the data protection provisions of the GDPR. He fully indemnifies Firebrand against all claims by third parties that result from a violation of this requirement.
At the end of the contractual relationship, the contractual partner will delete or destroy all documentation and digital data records that contain personal data in a proper and lawful manner. The contractual partner guarantees this and again fully indemnifies Firebrand in the event of a violation.
11. Confidentiality
The contracting party will treat all information disclosed by Firebrand or on behalf of Firebrand as part of the contract as confidential. This also applies to information that the contracting party has created for Firebrand. All information exchanged serves to fulfill the respective contract and may only be used for this purpose.
In particular, during the term of any contractual relationships and for a period of 2 years after termination of the contractual relationships, the contractual partner is not permitted to work for Firebrand customers with regard to the provision of training and/or education services, directly or indirectly, or to use the corresponding customer data for advertising purposes in relation to software debt and training of any kind. Consulting services, however, are permitted with the consent of Firebrand in individual cases. The relevant customer base only includes customers that the contractual partner has trained/supported as part of their work. This includes in particular the employers of any training participants. Firebrand will provide the contractual partner with the relevant information upon request after termination of the respective contract. This post-contractual non-competition clause is settled with the individual contractual remuneration and also extends to subcontractor activities and/or dependent employment relationships for third parties (indirect non-competition clause).
12. General Final Provisions
The contractual partner is fundamentally free to choose additional clients. He only has to ensure that the obligations agreed in the individual contract are fulfilled in the form of these conditions.
The contracting party guarantees that he is carrying out the activities agreed in the individual contract independently, is not a bogus self-employed person and that his company is properly registered for tax and official purposes. The contracting party indemnifies Firebrand against all claims from third parties that could be made against Firebrand in the event that the above assurance is incorrect. This applies in particular to all claims, duties and taxes that could result from the above assurances not being fully accurate and the contracting party being classified as an employee by third parties.
The contractual partner may not use any subcontractors or sub-contractors and/or other vicarious agents to provide the contractually owed services without the prior written consent of Firebrand, unless Firebrand has given its written consent. Firebrand may refuse consent at its reasonable discretion.
The contractual partner may not assign any rights, claims and/or obligations arising from the respective individual contract to third parties without the written consent of Firebrand or commission third parties to carry out the contractually owed services. Firebrand may refuse consent at its reasonable discretion.
If Firebrand fails to assert claims and rights arising from the respective individual contract and/or from these terms and conditions or does so late, this shall not be deemed to be a waiver by Firebrand of the respective claim or right.
General terms and conditions of the contractual partner – regardless of their form – are generally not part of any contractual relationship, even if Firebrand does not expressly object to their use. Anything else only applies in the case of the express written consent of Firebrand.
Should individual provisions of these terms and conditions and/or the respective individual contract be or become invalid, illegal or unenforceable, this shall not affect the remaining provisions. In this case, the parties undertake to mutually choose an alternative provision that corresponds as closely as possible to the economically intended purpose in a legally permissible manner. The same applies in the event of a contractual gap.
The termination of individual contracts does not affect provisions of these terms and conditions that are expressly or implicitly designed and intended to survive the termination of the contract and the contractual relationship between the parties. These include in particular (but not exclusively) clauses (i) on the post-contractual non-competition clause, (ii) on confidentiality, (iii) on warranty and (iv) on data protection.
All contractual relationships and these terms and conditions are subject to German law, excluding international private law. The exclusive place of jurisdiction is Fulda.
Firebrand Training GmbH
AEB, Version 1.5 Stand April 2019