Our Terms and Conditions

This translation is provided for information purposes only. In the event of any discrepancies, the German source text shall prevail in order to prevent any translation errors from being interpreted to the detriment of the consumer.

1. Introduction

These Terms and conditions for Customers (the "Customer Terms") describe your rights and obligations when using our learning offerings. This means they apply to the Leadership Journey, individual digital trainings, coaching, the community, and also to our learning platform (the app and the admin area). Collectively, we refer to all our services as "Services." Please read them carefully. If you are a customer (as defined below), these Customer Terms apply to your access to and use of our Services.

We are glad you are here!

First Things First

These Customer Terms are part of a binding contract. These Customer Terms (or, if applicable, your written agreement with us) as well as all accepted offers together constitute a binding "Contract" between the customer and us. "We," "our," and "us" refer to Intao GmbH, the owner of the Intao brand.

Your Agreement on Behalf of the "Customer"

If you use our Services after being informed of a change to these Customer Terms, you confirm your understanding of the then-current Contract and agree to the Contract on behalf of the customer. Please ensure before proceeding that you have the necessary authority to enter into the Contract on behalf of the customer.

2. Customer Choices and Instructions

2.1. Who is the "Customer"?

The "Customer" is you if you have directly purchased a learning product from us, Intao GmbH, such as a subscription to the Leadership Journey. You are a "Customer" if you have purchased access to our software to invite others to your content. The "Customer" can also be the organization you represent by agreeing to the Contract and for which you order learning products for its employees.

2.2. What This Means for the Customer and for Us

Persons authorized by the Customer to access the Services ("authorized users") can attend workshops, view content, and actively engage with it. Only the Customer can give us instructions on how to handle it. For example, a Customer can grant or revoke access rights to the Services. These choices and instructions can result in the access, use, disclosure, modification, or deletion of some or all customer data. The Customer will:

• Inform authorized users about all policies and practices of the Customer relevant to the use of the Services and about any settings that may affect the processing of customer data, and
• Ensure that the transfer and processing of customer data under the Contract is lawful.

2.3. Subscription Agreements

A subscription allows an authorized user to access our Services. A subscription is required for each authorized user. Subscriptions are concluded through an individual order.

If the subscription includes the use of our software, the invitation is made through the invitation form in the admin area. Each authorized user must agree to the Terms of Use and Privacy Policy to activate their subscription. Subscriptions become effective when provided to the Customer and remain valid until the Customer revokes the authorized user’s access.

Sometimes we enter into other types of ordering agreements. However, these must be recorded and agreed upon in an order form. The price and duration of subscriptions are governed by the current order.

The notice period for termination is 30 days, after which the subscription will be extended for the agreed term.

2.4. Purchase Decisions

We may share information about our future product plans because transparency is important to us. However, our public statements regarding these product plans should only be understood as a declaration of intent. Under no circumstances should you rely on them when making a purchase. If a customer decides to purchase our Services, this decision should be based on the features or characteristics we currently provide, not on the potential availability of future features or characteristics.

2.5. Feedback is Welcome

The more suggestions our customers make, the better our Services will become. If a customer sends us feedback or suggestions about the Services, we may use them. Therefore, the customer grants us (for themselves and all their authorized users and other employees) an unlimited, irrevocable, perpetual, sublicensable, transferable, and royalty-free license to use this feedback or suggestions for any purpose, without any obligations or compensation claims from the customer, an authorized user, or any other employee. If we choose not to implement the suggestion, please don’t take it personally. We still appreciate it.

2.6. Data Privacy

Our Privacy Policy explains how we collect and use data regarding the usage and performance of our products. It is part of the Contract.

2.7. Working with Partners

We collaborate with partners to fulfill orders. By entering into this Contract, our customers agree not to engage in direct business relationships with our partners (e.g., hiring a trainer or coach directly). Existing business relationships are an exception. We are happy to facilitate services. Let's discuss it!

3. Customers and Authorized Users

3.1. Use of the Services

The Customer must comply with the Contract and ensure that their authorized users also comply with the Contract and the Terms of Use. We may review conduct for compliance purposes but are not obligated to do so. We are not responsible for the content of customer data or how the Customer or their authorized users use the Services to store or process customer data. The Services are not intended for and must not be used by individuals under 16 years of age. The Customer must ensure that all authorized users are over 16 years old. The Customer is solely responsible for providing internet access for themselves and their authorized users to access and use the Services.

3.2. Our Rights to Delete

If we believe there is a breach of the Contract that can be remedied by the Customer removing certain customer data, we will usually ask the Customer to take action directly rather than intervening ourselves. However, we may intervene and take measures we deem appropriate if the Customer does not take appropriate action or if we believe there is a serious risk of harm to us, the Services, authorized users, or third parties.

4. Provisions for our Services

4.1. Digital Training as Part of a Subscription

As part of a subscription (e.g., the Leadership Journey), registration for our digital training sessions is binding. Cancellation is possible free of charge up to 24 hours before the start of the training. Within the Leadership Journey, the training is then considered attended and will be deducted from the subscription's included quota.

We reserve the right to cancel the event due to low demand or participant numbers or for other important reasons beyond our control (e.g., sudden illness of the trainer, force majeure). There is no entitlement to a replacement date; however, any other training from the calendar can be booked instead.

4.2. Coaching as Part of a Subscription

When an individual coaching package is booked as part of a subscription (e.g., the Leadership Journey), we facilitate the direct connection with the selected partner coach. The coach and the user arrange the appointments and the communication method directly with each other. The appointment scheduling is binding. Each appointment can be canceled or rescheduled by the user only once, up to 24 hours in advance. If a user cannot attend a booked and confirmed appointment thereafter, the coaching session is forfeited. No other user may take the booked coaching appointment in place of the registered user.

Starting from the booking of a coaching package, the user can schedule the individual coaching sessions over a period of 12 months, depending on the coach's availability, at any time through the suggested appointment options.

We reserve the right to reschedule already agreed coaching appointments before the planned date for important reasons beyond our control (e.g., sudden illness of the coach, force majeure) or to replace the designated coaches with other equally qualified persons regarding the announced topic.

If a company books coaching quotas (e.g., for the Leadership Journey), they can only be accessed by employees who have a valid subscription. Exceptions can be made but must be coordinated with us in advance. Coaching quotas are valid as long as the company has active Intao subscribers, but no longer than 36 months.

4.3. Access to our Platform as Part of a Subscription

The subscription includes access to our software. Access remains available as long as the subscription is active. The accessible content is regulated by the scope of the subscription.

4.4. Individual Digital Training Sessions

When we conduct individual digital training sessions as in-house events at the customer's location, the cancellation deadlines are governed by the order.

5. Payment Obligations

5.1. Payment Terms

Customers purchasing our services will find all applicable fees in their written order or on their invoice. These fees are generally payable in advance unless otherwise agreed. Payment obligations are non-cancelable and, unless expressly stated in the contract, fees paid are non-refundable.

For payment by invoice, full payment must be received within 14 days of the invoice date. The fees are exclusive of taxes, levies, duties, or similar governmental charges of any kind. Our invoices list the fees and the applicable VAT due on our side. The customer is responsible for paying all taxes associated with their purchases.

5.2. Downgrade for Non-Payment

If fees owed by the customer (except for amounts reasonably and in good faith disputed) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, suspend all fee-based services until such amounts are fully paid. This applies provided we have informed the customer ten (10) or more days in advance about the outstanding and overdue payment. Notwithstanding the second paragraph of the section "Provision of Services" below, the customer acknowledges and agrees that a suspension of our services may result in a potential loss of access to customer data.

6. Our Obligations

6.1. Provision of Services

Not only does the customer have obligations, but so do we. We will:

a) Provide the customer and their authorized users with the services as described in the contract.

b) Not use or process customer data without prior written instructions from the customer, with the understanding that "prior written instructions" include the use of the services by authorized users and any related or other processing necessary to fulfill the contract.

We assure you that, subject to the "Downgrade for Non-Payment" clause, the services will not materially reduce in functionality during a subscription term. In the event of a breach of any warranty described in this section, the customer’s exclusive remedies are those described in the sections "Termination for Cause" and "Effects of Termination."

6.2. Service Availability

For all service plans, we will make commercially reasonable efforts to provide the services 24 hours a day, 7 days a week, excluding planned downtime. We anticipate that planned downtimes will be rare. If we believe such downtime might exceed sixty (60) consecutive minutes, we will endeavor to inform the customer in advance.

6.3. Protection of Customer Data

The protection of customer data is a high priority for us, which is why we implement administrative, physical, and technical safeguards. These security measures include actions to prevent unauthorized access, use, alteration, deletion, and disclosure of customer data by our internal and external personnel. The customer (not us) is solely responsible for the appropriate security, protection, and backup of customer data when it is in the possession or under the control of the customer or their agents or representatives.

6.4. The Extended Team

We may rely on our direct employees as well as external personnel in exercising our rights and fulfilling our obligations under the contract. We are responsible for ensuring that this extended team adheres to our obligations under the contract.

7. Ownership and Proprietary Rights

7.1 What Belongs to You, Belongs to You

In the relationship between us on one side and the customer and the authorized users on the other, the customer owns all customer data. This also applies to the content uploaded or created by the customer in the admin area. Subject to the terms of the contract, the customer (on behalf of themselves and all their authorized users) grants us and the extended team a worldwide, non-exclusive, and limited license to access, process, reproduce, distribute, perform, export, and display customer data and customer-created content. This is only to the extent reasonably necessary to:

a) Provide, maintain, and update the services;

b) Prevent or address service, security, support, or technical issues;

c) As required by law;

d) As expressly permitted in writing by the customer.

The customer represents and warrants that they have secured all rights in the customer data that are necessary for the granting of this license.

7.2. And What Belongs to Us, Belongs to Us

We are and remain the owners of our services, including all associated intellectual property rights. We may provide software components as part of the services through app stores or other channels. We grant the customer a non-sublicensable, non-transferable, non-exclusive, and limited license for them and their authorized users to use these components. This is only to the extent necessary for using the services and in accordance with the contract and terms of use. All rights not expressly granted by this license are reserved.

8. Duration and Termination

8.1 Contract Duration

A paid subscription has a duration that either expires or can be terminated. The contract remains valid until all subscriptions entered into under the contract have expired or been terminated, or until the contract itself ends. Termination of the contract results in the termination of all subscriptions and orders.

8.2. Automatic Renewal

Unless otherwise specified in an order form, all subscriptions will automatically renew for additional periods of one (1) year or the previous term, whichever is shorter. Additionally, the unit prices during an automatic renewal period will remain unchanged (corresponding to the immediately preceding term). Either party may notify the other party at least thirty (30) days before the expiration of a subscription term to prevent the automatic renewal of the subscriptions.

8.3. Termination for Cause

We or the customer may terminate the contract by notifying the other party if the other party has committed a material breach of the contract and this breach is not cured within thirty (30) days of the notice of the breach from the non-breaching party. We are entitled to terminate the contract immediately upon notice to the customer if we have sufficient reason to believe that the services are being used by the customer or their authorized users in violation of applicable law.

8.4. Effects of Termination

In the event of termination for cause by the customer, we will refund all prepaid fees for the remainder of the term of all subscriptions following the termination date. In the event of termination for cause by us, the customer will pay any outstanding fees for the remainder of the term of those subscriptions following the effective date of termination. In no case does termination relieve the customer of the obligation to pay fees due for the period before the effective date of termination.

8.5. Transfer and Deletion of Data

We store customer data. After the termination or expiration of subscriptions, we are not obligated to retain or provide customer data and may—unless legally prohibited—delete any customer data existing in our systems or otherwise in our possession or control.

9. Representations; Disclaimer of Warranties

The customer represents and warrants that they have legally entered into the contract and are legally authorized to do so. Furthermore, the customer represents and warrants that they are responsible for the behavior of their authorized users and their compliance with the terms of this contract and the terms of use.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS" (WITHOUT WARRANTY) AND AS AVAILABLE, WITHOUT ANY WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

10. Disclaimer of Liability

EXCEPT IN CONNECTION WITH THE INDEMNIFICATION OBLIGATIONS ARISING OUT OF THIS CONTRACT OR THE TERMS OF USE FOR A PARTY (WHETHER ARISING FROM CONTRACTUAL DUTIES, TORT, OR OTHER LEGAL THEORY), THE TOTAL LIABILITY OF THE CUSTOMER OR THE EXTENDED INTAO TEAM SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE LAST INCIDENT GIVING RISE TO LIABILITY. THE CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE SECTION "PAYMENT TERMS" ARE NOT LIMITED BY THE ABOVE.

IN NO EVENT SHALL THE CUSTOMER OR ANY MEMBER OF THE EXTENDED INTAO TEAM BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR LOST PROFITS OR REVENUES, OR FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, WHETHER ARISING FROM CONTRACTUAL DUTIES, TORT, OR ANY OTHER LIABILITY THEORY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE DISCLAIMER OF LIABILITY APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.

The customer is responsible for all login credentials, including usernames and passwords, for both administrator accounts and authorized user accounts. We are not liable for any damages, losses, or liability to the customer, authorized users, or any other person if these credentials are not kept confidential by the customer or their authorized users, or if these credentials are correctly provided by an unauthorized third party who logs into and accesses the services.

The limitations set forth in this section "Disclaimer of Liability" apply to all legal theories, whether contractual, tortious, or otherwise, to the extent permitted by law. The provisions of this section "Disclaimer of Liability" allocate the risks under this contract between the parties, and the parties have relied on these limitations in deciding whether to enter into the contract at the given pricing for the services.

11. Customer Indemnification by Us

We will defend the customer against any claims, lawsuits, proceedings, and demands from third parties that are based on the assertion that the contractual use of the services infringes or misuses third-party intellectual property rights (a "Claim Against the Customer"). We will indemnify the customer for all reasonable attorney’s fees, damages, and other costs related to a Claim Against the Customer or arising therefrom, and for amounts paid by the customer in connection with a settlement that we endorse in relation to a Claim Against the Customer. This is provided that we will not be liable if a Claim Against the Customer arises from:

a) Customer data and content created or uploaded by the customer, or

b) Any modification, combination, or development of the services not made by us, including the use of an application programming interface (API).

The customer agrees to promptly notify us in writing of any claims against them and to grant us the right to assume sole defense and control of the matter, as well as to cooperate with all reasonable requests to support our defense and resolution of such matters. This section outlines our sole liability concerning any Claims Against the Customer and the exclusive remedy of the customer against us and the extended Intao team in this regard.

12. Our Indemnification by the Customer

The customer will defend us and the members of the extended Intao team against any claims, lawsuits, proceedings, and demands from third parties arising out of or related to the customer's breach of the contract or the terms of use by the customer or any of their authorized users (a "Claim Against Us"), and will indemnify the indemnified parties for all reasonable attorney’s fees, damages, and other costs incurred by an indemnified party in connection with or as a result of a Claim Against Us, as well as amounts paid by an indemnified party in connection with a settlement to which the customer agrees in relation to a Claim Against Us.

We commit to promptly notify the customer in writing of any claims against us and to grant them the right to assume sole defense and control of the matter, as well as to cooperate with all reasonable requests for support in the customer's defense and resolution of such matters. This section outlines the customer’s sole liability concerning any Claims Against Us and the exclusive remedy of the indemnified parties against the customer in this regard.

13. Limitation of Indemnification

Notwithstanding the provisions in the two preceding sections, an indemnified party is always free to choose their own attorney, provided they bear the costs of such attorney.

Furthermore, an indemnifying party may not settle a claim without the express written consent of the indemnified parties (which consent shall not be unreasonably withheld) if: (i) the third party making the claim is a government agency, (ii) the settlement purportedly includes concessions from the indemnified parties, (iii) the settlement does not include a complete release of liability for the indemnified parties, or (iv) the settlement includes terms other than a complete release of liability for the indemnified parties and monetary payments.

14. Confidentiality

14.1. Confidential Information

Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the contract, which should be considered confidential based on the nature of the information and the circumstances of disclosure, including all order forms, as well as non-public business, product, technology, and marketing information. Confidential Information of the customer includes customer data. When something is labeled as "confidential," it serves as a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the foregoing, Confidential Information does not include information that:

a) Is or becomes publicly available without breaching any obligation owed to the Disclosing Party;

b) Was known to the Receiving Party before disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party;

c) Is received from a third party without breaching any obligation owed to the Disclosing Party; or

d) Is independently developed by the Receiving Party.

14.2. Protection and Use of Confidential Information

The Receiving Party will:

a) Take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information and restrict access to those employees, affiliates, and contractors who need to know such information in connection with the contract; and

b) Not use or disclose the Confidential Information of the Disclosing Party for purposes outside the scope of this contract.

None of the above conditions shall prevent the parties from sharing Confidential Information with financial and legal advisors, provided that such advisors are bound by confidentiality obligations that are at least as restrictive as those in the contract.

14.3. Compelled Access or Disclosure

The Receiving Party may access or disclose the Confidential Information of the Disclosing Party if required by law, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permissible) and provides reasonable assistance at the expense of the Disclosing Party if the Disclosing Party wishes to contest the access or disclosure.

If the Receiving Party is legally required to access or disclose the Confidential Information of the Disclosing Party, the Disclosing Party will reimburse the Receiving Party for reasonable costs incurred in compiling and providing access to such Confidential Information, as well as reasonable costs for any assistance related to an injunction or confidential treatment sought by the Disclosing Party for the generated Confidential Information.

15. Continuance

The sections titled "Feedback is Welcome," "Our Deletion Rights," "Use of Services," "Payment Terms," "The Expanded Team," "What’s Yours is Yours," "What’s Ours is Ours," "Effects of Termination," "Transfer and Deletion of Data," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Indemnification by Us," "Indemnification by the Customer," "Limitation of Indemnification," "Confidentiality," and "Continuance," as well as all provisions under the general heading "General Provisions," shall survive the termination or expiration of the contract.

16. General Provisions

16.1. Advertising

The customer grants us the right to use the customer's company name and logo, in accordance with the standard trademark usage guidelines provided to us from time to time, as a reference for marketing and/or promotional purposes on our website and in other public and private communications with our existing or potential customers. We do not wish to list customers who prefer not to be listed. Therefore, the customer may inform us via email at [email protected] if they do not wish to be used as a reference.

16.2. Force Majeure

Neither we nor the customer shall be liable for the non-performance or delayed performance of respective obligations due to events that are beyond the reasonable control of a party. This may include denial-of-service attacks, failures of third-party hosting providers or utilities, strikes, shortages, riots, fires, force majeure, war, terrorism, and governmental actions.

16.3. Relationship Between the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The contract does not establish a partnership, franchise, agency, trust, or employment relationship between the two parties. There are no third-party beneficiaries under the contract.

16.4. Emails

Unless otherwise specified herein, communications under this contract shall be made via email. Communications to Intao should be sent to [email protected]. A communication sent by email shall be deemed properly delivered on the day following the sending of the email.

16. General Provisions

16.5. Amendments

As our business evolves, we may make changes to these customer terms and other components of the contract (excluding order forms). If we make a material change to the contract, we will notify the customer via email to the email address associated with the customer’s account before the change becomes effective. The customer can view the current version of the customer terms at any time by visiting this page and the current versions of other referenced pages. The materially revised contract will take effect on the date specified in our notification, and any other changes will be effective upon the publication of the change. By accessing or using the services after the effective date, the customer (or an authorized user) agrees to the revised terms.

16.6. Waiver

If a party fails to exercise or delays in exercising a right under the contract, it does not constitute a waiver of that right. Waivers of rights under the contract are only valid if made in writing and signed by an authorized representative of the party purportedly waiving the right.

16.7. Severability

The contract will be enforced to the fullest extent permitted by law. If a provision of this contract is found to be unlawful by a competent court, that provision will be modified and interpreted by the court to achieve the greatest lawful effect of the original provision. The validity of the remaining provisions of the contract will not be affected.

16.8. Assignment

Except as it pertains to the expanded Intao team, neither party may assign or transfer its rights or obligations under this contract without the prior written consent of the other party (which consent may not be unreasonably withheld). Notwithstanding the above, either party may transfer the contract in its entirety (including all order forms) without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets. The customer will keep their billing and contact information up to date by notifying Intao of any changes. Any purported assignment in violation of this section is void. The sole remedy for a party against an alleged assignment by the other party in violation of this section is, at the non-assigning party's option, the termination of the contract by written notice to the assigning party. In the event of such termination by the customer, we will refund the customer all prepaid fees for the remainder of the term of all subscriptions following the termination date. Subject to the foregoing, the contract is binding upon and will inure to the benefit of the parties, their respective successors, and permitted assigns.

16.9. Governing Law and Jurisdiction

The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods. The court of competent jurisdiction for all disputes arising out of or in connection with this agreement, including data protection-related disputes, is the Local Court of Munich. Statutory provisions regarding exclusive jurisdictions remain unaffected.

16.10. Entire Agreement

The contract, including these customer terms, the privacy policy, and any order forms referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous written or oral agreements, proposals, or representations relating to the subject matter of the contract. Without limiting the foregoing, the contract replaces the terms of any online agreement electronically accepted by the customer or authorized users. In the event of a conflict or inconsistency between the provisions of these customer terms and other documents or pages referenced in these customer terms, the following order of precedence applies:

a) The terms of the order forms (if applicable),

b) The customer terms, and

c) Any other documents or pages referenced in the terms. Notwithstanding any provisions in a customer order, registration process, web portal, or other customer order documentation (excluding order forms), no terms contained therein will be incorporated into or form part of the contract. All such terms are null and void.

17. Currency and Modification of Terms

These terms and conditions are current and effective as of July 2024. Due to ongoing developments on our website and offerings, or changes in legal or regulatory requirements, it may be necessary to amend these terms. The most current version of the terms and conditions can be accessed and printed at any time from our website at www.intao.io.