General Terms and Conditions of TOUGH Training GmbH for the digital TOUGH Training platform for safety-related topics

IIn the following, the contractual partner of TOUGH Training GmbH is referred to as the “Customer,” and TOUGH Training GmbH is referred to as the “Training Provider.” The Customer and the Training Provider are collectively referred to as the “Parties” or individually as a “Party.”

1. Scope of These Terms and Conditions

  1. These General Terms and Conditions apply to all contracts that the Training Provider enters into with its Customers, who are business owners or legal entities under public law, and that pertain to the licensing and use of the Digital Training Platform on which the Customer can conduct the Digital Training Applications booked by them for the purpose of education and training on safety-related topics (hereinafter: Digital Training Applications). The Training Provider offers various training modules for the respective training and learning areas, the specific content of which is set forth in the relevant service description available in the Training Provider’s web shop and on its website. The Customer’s right to use the digital training applications shall be granted for a limited term under a Software-as-a-Service (SaaS) model.

    The specific Digital Training Applications booked by the Customer are specified in the order documents, in particular in the respective web shop booking or in the individual offer, including its attachments. In the event of any conflict between the respective offer and these General Terms and Conditions, the provisions of the offer, including its attachments, shall prevail. The licensing and use of the Digital Training Applications are governed exclusively by the following Terms and Conditions. Any conflicting terms and conditions of the Customer are hereby expressly rejected. Any deviating contract requires the express written confirmation of the Training Provider.

2. Proof of the Customer’s Status as a Business Entity

The Digital Training Platform is intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and legal entities under public law. We may therefore require you, prior to the conclusion of the Contract, to provide sufficient proof of your status as an entrepreneur for example by providing your VAT ID number or other appropriate documentation. You must provide all information required for such verification completely and accurately.

3. Conclusion of the Contract / Online Booking Process and Customized Offer

  1. The licensing and/or subscription of the Digital Training Applications in the respective scope may be effected either through the web shop or on the basis of an individual offer.

  2. The display of the Digital Training Applications in the web shop and/or on the Training Provider’s website constitutes a non-binding invitation to the Customer to submit a binding offer to for the subscription to the Digital Training Applications presented there (in the respective scope).

  3. The booking process and conclusion of the Contract via the web shop is as follows:

    1. The Customer first selects the Digital Training Applications it wishes to license, specifying the desired content and number of licenses, and provides the required information. Prior to submitting a binding order, the Customer may place licenses for the selected Digital Training Applications (including the selected content and quantity) in the shopping cart on a non-binding basis.
    2. The Customer can view the contents of the shopping cart at any time and, at its discretion, may remove licenses for the selected Digital Training Applications from the shopping cart or reduce or increase the type and/or number of Digital Training Applications to be licensed. The order process may be discontinued at any time by closing the browser window.
    3. If the Customer decides to license the selected Digital Training Applications in its shopping cart (including the selected content and number of licenses), it may proceed by clicking the “Checkout” button and choosing either to continue the ordering process as a registered customer using its existing user account for the Digital Training Platform or to create a new user account.
    4. The Customer may then select a payment method on the “Payment” page on a non-binding basis.
    5. If the Customer wishes to proceed with the licensing of the Digital Training Applications in the shopping cart, it shall have the opportunity to review the information provided on the “Review Order Details” page and, where necessary, correct any input errors. By clicking the “Place Order with Obligation to Pay” button, the Customer submits a binding order for the Digital Training Applications contained in the shopping cart. Prior to submitting the order, the Customer must accept these General Terms and Conditions. The General Terms and Conditions shall be made available to the Customer in a manner that allows them to be stored and accessed at any time in a durable and legible format.
    6. By clicking the “Place Order with Obligation to Pay” button, the Customer submits a binding offer to enter into a contract for the Digital Training Applications selected.
    7. Upon receipt of the Customer’s binding offer, the Training Provider shall send the Customer an automated order confirmation by email. Such acknowledgement of receipt shall not constitute acceptance of the Customer’s offer and merely confirms that the Customer’s order has been received.
    8. The contract shall not be concluded until the Customer receives the registration confirmation (except in the case of payment by credit card or SEPA direct debit; see Section 3 (3) IX. for details). If the Training Provider does not accept the Customer’s order within five (5) days, the Customer’s order shall lapse without further effect.
    9. If the Customer chooses payment by credit card or SEPA direct debit, the contract shall be concluded upon the Training Provider’s request for payment.

  4. Conclusion of a Contract Based on an Individual Offer

    Where a contract is concluded based on an individual offer, the contract shall be formed upon signature by both Parties. The individual offer, including its attachments, constitutes the ordering document and, outside the web shop ordering process, forms the basis of the Customer’s order.

4. Services Provided by the Training Provider

  1. The Training Provider’s primary contractual obligation is to grant the Customer access via the Internet to the Digital Training Platform and the Digital Training Applications booked by the Customer for the agreed term. The Digital Training Platform shall be provided in the generally available version, as updated from time to time. The scope of the booked Digital Training Applications is set out in the applicable order document, including its attachments, and the service description referenced therein. The technical means of access, in particular the Customer’s authentication and authorization, are described in the relevant service description or the applicable order document.
  2. The point of delivery for the Training Provider’s services shall be the router interface connecting the data center used by the Training Provider to the Internet. The Customer shall be responsible for the Internet connection to the provision and maintenance of the network connection to the data center, and for procuring and providing network access components required on the Customer’s side. These services do not form part of the Training Provider’s scope of services.
  3. To the extent that the Training Provider provides training materials to the Customer outside the digital training environment, this is specified in the applicable service description.
  4. The training materials relating to the Digital Training Applications may neither be copied or digitized in their original form nor disclosed or made available to any third party.
  5. The Training Provider shall be entitled, at its sole discretion, to further develop, update, and modify the Digital Training Platform, provided that such development, updates or modifications do not materially impair the core services agreed under the contract.
  6. The training courses neither replace the company-specific risk assessment nor do they fully reflect its specific content, internal guidelines, or company-, workplace-, and job-related specifics.
    The Customer shall review the scope of training specified in the applicable order document, including its attachments, and/or in the relevant service description against the actual operational conditions, activities and risk assessment, and shall ensure that any necessary additions are made.
    To the extent that practical instruction, orientation, exercises or on-site application are required in addition to the digital or theoretical training, such activities shall not form part of the Training Provider’s services, unless expressly agreed otherwise.
    The Customer shall be responsible for conducting such practical or company-specific supplementary measures itself, including providing opportunities for questions and answers, effectiveness checks, and appropriate documentation, or for ensuring that they are carried out by the respective employer.
    The digital or theoretical training alone fulfills the respective employer’s statutory training and instruction obligations only to the extent that, based on the risk assessment and the specific circumstances of the individual case, no company-, workplace-, or activity-related supplementary measures or practical training elements are required.

5. Grant of Rights of Use, Licensing Model

  1. The Training Provider grants the Customer a non-exclusive, non-transferable right to use the Digital Training Applications provided by the Training Provider via the Internet within the contractually agreed scope. Unless otherwise agreed, such right shall be limited to a period of six (6) months from payment of the applicable fees. This includes the right to access the Digital Training Applications via the Internet.
  2. The right of use is limited to the Customer’s own internal business purposes and may be exercised exclusively by the authorized users named in the order documents (see Section 5 (3)). Any use for the benefit of third parties, or in connection with outsourcing, service provider or other service arrangements for third parties, is prohibited. The disclosure of access data, as well as the reproduction, distribution, public disclosure, decompilation, or any other form of exploitation of the Digital Training Applications, is prohibited.
  3. The license is limited to the number of authorized users set out in the applicable order documents. Each authorized user must be an individually identified natural person. The re-assignment of a user license from one natural person to another requires the Training Provider’s prior written consent.

  4. The Customer shall not, and shall not permit any third party to:

    (a) copy, translate, disassemble, decompile, reverse engineer or otherwise modify any part of the Digital Training Applications;

    (b) upload, transmit or otherwise make available any content, data or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, invasive of another person's privacy or personal rights, hateful, discriminatory or otherwise objectionable;

    (c) infringe or misappropriate any intellectual property rights or other proprietary rights of any natural or legal person;

    (d) interfere with, disrupt or otherwise compromise the operation of the Digital Training Applications;

    (e) circumvent or attempt to circumvent any user authentication mechanisms or security features of the Digital Training Applications or any related host, network or account;

    (f) use the Digital Training Applications in violation of any applicable law; or

    (g) authorize any person other than an Authorized User, as defined in the applicable Contract, to use any user IDs, access credentials, passwords, procedures or security keys issued to, or selected by, the Customer for access to the Digital Training Applications..

  5. The Training Provider may temporarily suspend the Customer’s access to the Digital Training Applications if there are specific indications of a breach of contract or unlawful use. The Training Provider shall notify the Customer without undue delay of the intended suspension and the reasons for it, and shall give the Customer the opportunity to respond. If, taking into account all circumstances of the individual case and weighing the legitimate interests of both parties, prior notification and an opportunity to respond cannot reasonably be provided before the suspension takes effect, the Training Provider shall inform the Customer at the time of, or immediately following, the suspension and give the Customer the opportunity to respond.
  6. All rights to the Digital Training Applications, in particular copyrights, remain with the Training Provider. All rights not expressly granted are reserved by the Training Provider.
  7. If the Training Provider has reasonable grounds to believe that the Customer is not complying with these Terms of Use or the license terms agreed between the Parties, the Customer shall, upon request by the Training Provider and subject to reasonable prior notice, permit the Training Provider to verify the proper use of the licensed Digital Training Applications, including whether the Customer is using the Digital Training Applications within the scope of the licenses purchased, both in terms of quality and quantity.
    For this purpose, the Customer shall, subject to applicable data protection and confidentiality obligations, provide the Training Provider with the necessary information, make relevant records and documentation available for inspection, and permit the Training Provider, or an independent auditing firm designated by the Training Provider and reasonably acceptable to the Customer, to audit the Customer’s hardware and software used in connection with the Digital Training Applications.
    The Training Provider may, subject to compliance with data protection and confidentiality obligations, conduct the audit on the Licensee’s premises during its regular business hours or have it conducted by third parties bound by confidentiality obligations. The Training Provider shall ensure that its on-site activities interfere with the Customer’s business operations as little as reasonably possible.
    If the audit reveals that the number of licenses used exceeds the number of licenses purchased by more than 5% (five percent) or that there has been any other non-contractual use, the Customer shall bear the costs of the audit. In all other cases, such costs shall be borne by the Training Provider. All other rights and remedies are expressly reserved.

6. Availability, Technical Support, Subject-Matter Exclusion and Security of the Digital Training Applications

  1. The Training Provider shall ensure an availability of the Digital Training Applications of 98.5% , calculated over a six (6)-month term, unless otherwise agreed in the contract. When calculating the actual availability achieved, the following shall be excluded: duly announced maintenance windows, periods during which the Training Provider was permitted to temporarily suspend service, force majeure events (e.g., strikes, civil unrest, natural disasters, epidemics), and disruptions caused by circumstances beyond the Training Provider’s control, including, in particular, disruptions occurring in third-party networks or systems. Scheduled maintenance windows shall generally be conducted outside normal business hours and shall be announced in writing at least 48 hours in advance. This shall not apply to urgent security-related measures, which shall be announced as early as reasonably possible. Availability shall be measured at the handover point, being the output interface of the Training Provider’s data center.
  2. The Training Provider shall provide free technical support in connection with technical issues arising from the use of the Digital Training Applications. Support services shall be available on business days, Monday through Friday, between 9:00 and 17:00 (CET). Public holidays in the Free State of Bavaria, as well as 24 December and 31 December of each year, shall be excluded. The response time to email inquiries may vary depending on workload. The Training Provider shall use reasonable efforts to respond within a reasonable period of time. Requests received outside of support hours shall be deemed to have been received on the next business day.
  3. The support services do not include any subject-matter, educational, or training-related assistance and do not provide the Customer with the opportunity to submit or obtain answers to subject-matter questions. Technical support is limited exclusively to technical issues relating to the use and operation of the Digital Training Applications.
  4. The Parties shall implement and observe security technologies that conform to generally accepted technical standards (such as encryption and password protection) in connection with the Digital Training Applications and any related services, and in connection with the use of the Digital Training Applications and such related services.

7. Technical System Requirements on the Customer’s Side

Use of the Training Provider’s digital training applications is subject to the Customer’s compliance with the applicable technical system requirements. The technical system requirements for the use of the Digital Training Applications are set out in the relevant service description or the applicable order document.

8. Tests / Issuance of a Certificate or Confirmation of Participation

  1. If the service description for the respective Digital Training Applications provides for a test, the Customer may, after completing the respective Digital Training Applications, participate in such test to demonstrate and assess the knowledge acquired.
  2. The test consists of a digital multiple-choice examination based on a question pool. More detailed information regarding the test—in particular, its content, language, passing score, and the option to retake it in the event of failure—is contained in the service description for the respective Digital Training Application.
  3. Upon successfully passing the test, the Customer shall receive a digital certificate in the language specified in the relevant order document, including its attachments, or in the applicable service description. The contents of the certificate are specifically set out in detail in the service description for the respective Digital Training Application.
  4. In cases where no certificate is issued to the participant, the participant shall receive confirmation of participation. Further details are set out in the service description applicable to the respective Digital Training Application.

9. Right of Termination

  1. Either Party may terminate the contract for cause [‘aus wichtigem Grund’] in accordance with the applicable statutory provisions. Without limitation, the Training Provider shall have the right to terminate the contract for cause where
    1. the Customer is in breach of these contractual provisions in a manner that causes damage to the Training Provider or is reasonably likely to impair the security or functionality of the Digital Training Applications to a more than negligible extent, and fails to remedy or cease such breach despite having been requested to do so by the Training Provider;
    2. immediate termination is necessary for the Training Provider to comply with applicable law or any binding requirement of a governmental authority;
    3. the Training Provider can no longer provide the subscribed Digital Training Applications to the Customer for regulator reasons without materially modifying the respective Digital Training Applications
    4. a circumstance described in Section 543(2) No. 3 of the German Civil Code(BGB) exists

10. Training Provider’s Right to Modify the Digital Training Platform and the Digital Training Applications

  1. The Training Provider shall be entitled to modify the contractually agreed services, or parts thereof (i.e. Digital Training Platform and Digital Training Applications), at any time beyond the updates required to maintain the contractual conformity of such services, provided that the contractually agreed services are made available or accessible to the Customer over a specific period of time and there is a legitimate reason for such modification. This shall apply both to changes that benefit the Customer and to changes that are to the Customer’s disadvantage
  2. A legitimate reason within the meaning of this provision shall exist in particular where the modification is necessary to: (a) adapt the contractually agreed services to a new technical environment or to an increased number of users, (b) comply with new legal or regulatory requirements, (c) remedy security vulnerabilities, (d) implement necessary adjustments resulting from changes made by third-party providers, (e) ensure compatibility with standard hardware or software, or (f) respond to material changes in market conditions or user requirements, or where the modification is otherwise required for important operational reasons.
  3. If the modification has only a minor adverse effect on the use of the contractually agreed services, the Customer shall be informed thereof in written form no later than the date on which the modification takes effect. In all other cases, i.e. where the modification has more than a minor adverse effect on the use of the contractually agreed services, the Customer shall be informed of the modification in written form within a reasonable period prior to its implementation. The notice shall include details regarding the nature and timing of the modification, as well as the Customer’s resulting right to terminate the contract.
  4. In the event that a modification has more than a minor adverse effect the Customer shall be entitled to terminate the contract free of charge within 30 days of receipt of the notice pursuant to paragraph (3) or of the modification taking effect, whichever occurs later. The right of termination shall not apply if the Training Provider enables the Customer to retain the contractually agreed services without the modification and at no additional cost, and the conformity of the services with the contract is maintained
  5. If the Customer exercises its right to termination pursuant to paragraph (4), it shall notify the Training Provider of its decision to terminate the contract. In such case, the Training Provider shall reimburse the Customer, within 14 days of receipt of such notice and without additional charge, all payments made under the contract, using the same payment method as used by the Customer for the original transaction, unless expressly agreed otherwise and provided that no additional costs are incurred by the Customer as a result. The reimbursement shall be made only on a pro rata basis for the period during which the contractually agreed services were not in conformity with the contract and for any advance payments relating to the remaining term of the contract. In return, the Training Provider shall be entitled to prevent any further use of the services. At the same time, the Customer shall cease using the contractually agreed services and shall not make them available to any third party.

11. Liability of the Training Provider

The Training Provider's liability for damages, regardless of the legal grounds on which such liability is based, shall be limited in amount in accordance with the following provisions:

  1. The Training Provider shall have unlimited liability for any damages caused by the willful negligence or gross negligence of the Training Provider, its vicarious agents or legal representatives.
  2. The Training Provider’s liability for damages resulting from injury to life, limb, or health, shall be unlimited in amount, regardless of the degree of fault.
  3. The Training Provider shall also have unlimited liability for damages attributable to serious organizational failure on the part of the Training Provider, as well as for damages arising from the absence of a guaranteed characteristic of the services.
  4. In the event of a breach by the Training Provider of such contractual obligations whose fulfillment is essential for the proper performance of the Contract, whose breach would jeopardize the achievement of the purpose of the Contract, and on whose performance the Customer may regularly rely (cardinal obligations), the Training Provider’s liability shall, unless any of the cases specified in Sections 11(1) through 11(3) applies, be limited in amount to the foreseeable damage typical for this type of Contract.
  5. Any further liability on the part of the Training Provider shall be excluded.
  6. Liability under the provisions of the Product Liability Act [Produkthaftungsgesetz] shall remain unaffected.
  7. In the event of data loss, the Training Provider’s liability under the foregoing provisions, the Training Provider’s liability for data loss shall be limited to the amount that would have been incurred had the Customer performed proper and regular data backups.
  8. The Training Provider’s liability pursuant to Section 536a(1), first alternative, of the German Civil Code (BGB) is excluded.
  9. For the avoidance of doubt, under the foregoing provisions the Training Provider shall, in particular, not be liable in the following circumstances:
    • the participant does not achieve the desired individual learning outcome, unless such failure is attributable to defective learning content.
    • loss or damage arises as a result of misconduct by the participant in connection with the content taught, in particular where such misconduct relates to topics, specific issues or use cases that were not the subject of the training, unless the misconduct is caused by defective learning content.
    In the event of defective learning content, the foregoing provisions and limitations of liability shall apply to the extent relevant.

12. Fees, Due Date, Payment Terms, and Late Payment

  1. Unless otherwise agreed between the Parties, the fees for the services to be provided by the Training Provider shall be those specified in the respective order document, the price displayed in the web shop for web-shop bookings, or, in the case of an individual offer, the offer and its attachments. All agreed prices are exclusive of statutory value added tax (VAT).
  2. Unless otherwise agreed in an individual offer, the fees for the services to be provided by the Training Provider shall be payable in advance. The due date for such advance payment shall depend on the payment method selected (see Section 12 (3)).
  3. The Training Provider offers the following payment methods for fees payable through its web shop via Stripe (www.stripe.com), an independent PCI-compliant payment service provider: credit card and payment by invoice. If a contract is concluded based on an individual offer, the payment terms set out in such offer shall apply.
  4. Unless otherwise agreed between the Parties, invoices shall be due for payment within fourteen (14) days of the invoice date (payment method: payment by invoice).
  5. All payments by the Customer to the Training Provider shall be made free and clear of any deductions or withholdings, including, without limitation, any withholding taxes. If any withholding taxes or similar taxes are imposed on payments to the Training Provider, such taxes shall be borne exclusively by the Customer. Upon request, the Customer shall provide the Training Provider with the original certificates issued by the competent tax authority, or such other evidence as the Training Provider may reasonably require, demonstrating that the withholding tax has been duly remitted.
  6. If the Customer should default on payment, the Training Provider shall be entitled, from the commencement date of such default, to charge interest at a rate of eight (8) percentage points above the applicable statutory base interest rate t and to charge a fixed reminder fee of EUR 2.50 for each reminder notice. The Customer shall be entitled to prove that the Training Provider incurred lower reminder costs or no reminder costs at all. The right to claim further damages shall remain unaffected.
  7. For as long as the Customer is in payment default, the Training Provider may suspend the Customer’s user account(s). Before suspending any user account due to payment default, the Training Provider shall notify the Customer of the intended suspension and the reasons for it, and shall provide the Customer with an opportunity to respond within three (3) business days.

13. Data Protection, Non-Disclosure, Confidentiality and Reference Customer Disclosure

  1. The Parties shall comply with all applicable data protection laws and regulations.
  2. Where and to the extent that the Training Provider processes personal data on behalf of the Customer in connection with the provision of the services, the Parties shall enter into an appropriate data processing contract prior to the commencement of such processing.
  3. The Parties undertake to keep confidential all confidential information (including trade secrets) of which they become aware in connection with this Contract and its performance, and not to disclose, transmit, or otherwise make such information available to any third party or use it for any purpose other than the performance of this Contract. Confidential information includes any information designated as confidential or which, by its nature or the circumstances of its disclosure, is to be regarded as confidential, irrespective of whether it is disclosed in written, electronic, tangible, or oral form.
  4. The confidentiality obligations set out above shall not apply to the extent that a Party is required to disclose confidential information by law or pursuant to a final and binding decision of a governmental authority or court. Furthermore, the Parties shall be released from their confidentiality obligations to the extent that the confidential information:

    1. was publicly known at the time of disclosure;
    2. becomes publicly through no breach of this Contract by the receiving party;
    3. was verifiably in the lawful possession of the receiving party prior to its disclosure;
    4. is lawfully obtained from a third party at or after the time of disclosure, provided that such third party is entitled by the disclosing party to disclose such information;
    5. is disclosed or made available with the consent of the other Party.

14. Force Majeure

If, as a result of an exceptional and unforeseeable event beyond its reasonable control, the consequences of which could not have been avoided even by exercising due care (Force Majeure), the Training Provider is unable to perform its obligations towards the other Party, in whole or in part, or is unable to perform them in a timely manner, the affected obligations of the Training Provider shall be suspended for the duration of such event and its consequences. Correspondingly, any reciprocal obligations of the other Party shall be suspended for the same period. To that extent, the other Party shall have no claims against the Training Provider, including, without limitation, any claim for damages. The Training Provider shall, however, promptly notify the other Party in writing of the event, the obligations affected by the suspension, and the expected duration of such suspension. The same shall apply if, while exercising due care, the Training Provider becomes aware that the previously communicated expected duration of the suspension has changed significantly. If the event continues for more than six (6) months following the initial notification to the other Party, either Party shall be entitled to terminate the Contract

15. Miscellaneous

  1. If the Customer is a merchant [Kaufmann], a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with contracts entered into between the Customer and the Training Provider shall be the Training Provider’s registered office.
  2. This Contract and all legal relationships arising out of or in connection with it shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the Conflict-of-Laws provisions of private international law (IPR) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  3. Set-off shall be permitted only in respect of claims that are undisputed have been finally adjudicated by a court of competent jurisdiction.
  4. Should any provision of this Contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The same shall apply in the event that the Contract contains a gap. In place of the invalid or unenforceable provision, or in order to fill such gap, the Parties shall agree on a new provision which, to the extent legally permissible, most closely reflects the economic and commercial intent of the Parties had they considered the matter when entering into this Contract.

Terms and Conditions as of 10/2026