Terms and Conditions
A. Agreement for Training Brokerage on the Marketplace
the iSQI Inc., 361 Newbury Street, Fifth Floor, Boston MA 02115, United States of America registered under DUNS No. 079921096 (USA), represented by its managing director Stephan Goericke (henceforth also: "iSQI", "Training or “Seminar Broker”or “Broker”)
the contractual partner (henceforth also: "Training and Seminar Provider" or "Provider").
§ 1. Preamble
The parties agree to the brokerage of training courses and seminars (definition see § 2) on the Marketplace.
The Marketplace is a platform within the iSQI Online Shop for selling training courses and seminars in the field of further education.
iSQI allows Training and Seminar Providers to sell services and products within the Marketplace.
iSQI acts solely as a broker between the Training and Seminar Provider and Buyers (customers who book the training on the iSQI Online Shop or contact the Training and Seminar Provider via the Contact Form to buy a training course or seminar, see § 2).
iSQI as a Training and Seminar Broker is therefore neither a seller nor a buyer of the products. The Training and Seminar Provider will enter into a direct contractual relationship with the Buyer of the training.
The Training and Seminar Provider is responsible for all content in the training, for the accuracy of details given in the Marketplace and for complaints from the Buyer and for all other matters arising from the contract between the Buyer and the Training and Seminar Provider.
iSQI, as the Training and Seminar Broker and the owner of the Marketplace, will receive payments from the Buyer (when the Buyer has booked via the Market Place, see § 2). The invoice is created by the Training and Seminar Provider. iSQI will forward the payments minus the agreed remuneration (§7) to the Training and Seminar Provider.
Where the Training and Seminar Provider receives the Buyers payment directly (when the Buyer has booked via the contact form, see § 2) then iSQI will invoice the Training and Seminar Provider for the remuneration. The invoice to the Buyer is created by the Training and Seminar Provider.
§ 2 Subject of the Training Brokerage Agreement
The subject of the Agreement is the advertising and sale of the Training and Seminar Provider’s training on the Marketplace by the Training Broker under the conditions listed below.
Training Course includes classroom based, on-line and e-learning courses and which include a subsequent certification exam. Where applicable, the Provider must ensure that training courses are accredited by the respective qualification body. (iSQI will not be responsible or liable for ensuring or ratifying valid accreditation).
Seminar includes classroom based, on-line and e-learning courses and other training related events that are non-accredited (only seminars that do not require accreditation from a board are permitted, the Provider is responsible for checking requirements), and without a subsequent examination.
This Agreement applies to all Training Courses and Seminars that the Provider offers to the Broker for brokerage purposes on the Marketplace. However, iSQI as the Broker, reserves the right not to offer training which, at its sole discretion, it deems not to be appropriate and to remove any training from the marketplace (§ 6).
There are two ways in which Buyers book Training Courses and Seminars. Buyers can book training courses and seminars directly on the Marketplace or Buyers can contact the Provider, without obligation, via a Contact Form provided by the Broker. In this case, Buyers book a Training Course or Seminar directly with the Provider. The Provider may provide its Training Courses and Seminars with a „Guarantee Button” and give the customer a guarantee that the training course or seminar will take place (§ 5).
§ 3 Role of the Training and Seminar Broker
The Broker operates the Marketplace through which it offers the Providers Training Courses and Seminars for purchase.
The Broker may advertise either the Marketplace or the Online Shop in its entirety.
The Broker is authorized by the Provider to receive payments from Buyers where a Training Course or Seminar is sold directly via the Marketplace and thereafter disburse funds to the Provider in accordance with the Agreement between the Provider and Broker.
For the avoidance of doubt, the Broker is neither a buyer, seller nor a distributor of the Providers goods or services and is not a party to the purchase contract between the Provider and Buyer. The Broker will neither mediate in disputes between Buyers and Training Providers, nor will it enforce or arrange for the fulfillment of a contract to buy.
The name of the Broker or the name of an affiliated company of the Training Broker can appear on the credit card statement of the Buyer.
The Provider sends an invoice to the respective buyer.
If training is booked via the Contact Form then the Training Provider will receive payment directly from the Buyer. The Provider independently sends an invoice to the respective buyer. The Broker will invoice the Provider for the remuneration.
A Buyer's obligation to pay for a service purchased via the Marketplace is fulfilled when the Buyer pays the Broker or the Training Provider (if the request came via a Contact Form) correctly and in full. However, the private Buyer (consumer within the meaning of the law) has a right of withdrawal.
The Broker is not acting as a trustee or fiduciary, neither for the Buyer, nor for the Provider. The Broker does not accept deposits and does not issue loans. The Broker is permitted to use the services of one or more third parties, affiliated companies, payment processors and / or financial institutions to provide the service and to process transactions. Costs incurred for payment transactions (payment by the Buyer, payment to the Provider) are generally covered by the remuneration (§ 7).
The Broker will transfer the payments received from the Buyer minus the agreed remuneration to the bank account specified by the Training Provider when they set up their profil in the Marketplace. The Broker does not guarantee payments by a Buyer.
The accounting from the Broker to the Provider is currently carried out monthly in accordance with § 8.
§ 4 Use of the Marketplace & Withdrawal and Cancellation of purchases by the Buyer
In order to be able to use the Marketplace, the Provider must register and provide complete and correct registration information to receive a seller account. For this purpose, the Provider will receive login credentials from the Broker.
The Provider is responsible for ensuring the confidentiality and security of the login credentials which should not be passed on to any third parties.
The Provider will add details of Training Course or Seminar into the Marketplace through their seller account.
The Provider is solely responsible for keeping the information on their Marketplace page up to date and accurate.
The Provider is obliged to provide the training product or service offered in the Marketplace in so far as is possible and it should not be unreasonably withheld, changed or delayed.
If a Buyer purchases Training Courses or Seminars, this is an effective conclusion of a contract between the Buyer and the Provider. However, the private buyer (consumer within the meaning of the law) has a statutory right of withdrawal vis-a-vis the Broker.
The Broker is not responsible for any cancellations. This is the responsibility of the Provider. The general terms and conditions of the Training Provider apply in this respect.
The Broker is not responsible for possible reverse transactions. This is the responsibility of the Provider. In the event of cancellation the refund is made by the Provider. In this case, the remuneration received by the Broker will be reimbursed.
In the event that the cancellation or withdrawal is made before payment to the Provider, then the Broker will refund the Buyer the purchase price, taking into account the terms and conditions of the Provider.
The Broker reserves the right to terminate the Agreement with a Provider who cancel or postpone an above-average number of training events.
The Provider will at all times comply with all applicable laws, rules and regulations that apply to the use of the Marketplace, including the general terms and conditions published on the online shop.
The Provider will not use the Marketplace as a payment service provider or payment service broker, resell the service to a third party or use it to process and transfer funds for a third party.
§ 5 Offering Guaranteed Dates
The Training and Seminar Provider may choose to offer Training Courses and Seminars in the Marketplace with a Guaranteed Date button. To offer Training Courses and Seminars with a Guaranteed Date button means that the Training and Seminar Provider will not change, cancel or defer the Training Course or Seminar date. The Training and Seminar Provider should try to offer Training Courses and Seminars with the Guaranteed Date button as much as possible in order to increase sales for the Training and Seminar Provider. The terms and conditions of the Training and Seminar Provider will apply.
§ 6 Rights of the Training and Seminar Broker to Remove Training
The Training and Seminar Broker reserves the right to remove training from the Marketplace. The Training and Seminar Broker sees itself as a broker of Trainings and Seminars in the area of further education. The Training and Seminar Broker will remove non-specialist trainings from the Marketplace when it feels that it does not fit to its general purpose. A Training or Seminar that is not accredited by an appropriate body may also be removed if an accreditation is a requirement. Training Courses or Seminars with inappropriate, racist, offensive or otherwise illegal content will be removed from the Marketplace immediately.
§ 7 Training and Seminar Broker Remuneration
The Training and Seminar Provider will remunerate the Training and Seminar Broker with 25% of the fee paid by the Buyer for training that has been brokered. A Training or Seminar is considered to be brokered if the Buyer has booked and paid for training offered in the Marketplace.
The same applies if the Buyer has contacted the Provider using the Broker's Contact Form and has then made a binding booking for a Training or Seminar.
For the duration of this Agreement, the Training and Seminar Provider will use only iSQI to deliver examinations associated with the brokered Training or Seminar (only the Training or Seminar that was offered by the Provider on the Marketplace) and where fulfillment by iSQI is possible within the territory of sale of the training.
It is expressly agreed that the order to iSQI can be withdrawn free of charge at the latest five working days before a respective examination (only regarding the exam, otherwise the withdrawal and revocation regulations from § 4 apply).
§ 8 Payment for Training or Seminar
The Training and Seminar Broker will fulfil the fiduciary collection of money for the Training Provider (for direct bookings via the Marketplace) via the offered payment interface.
In any case, invoicing to the buyer takes place via the Training and Seminar Provider.
The Training and Seminar Broker will forward the amount received from the Buyer minus the agreed remuneration owed to the Training and Seminar Provider as a credit. Due to the withdrawal period, the Training and Seminar Broker will forward the money to the Training and Seminar Provider no earlier than 14 days after receipt. By default, monthly billing is done by iSQI (currently through a total invoice at the end of the month or the beginning of the following month and depending on the knowledge of a contract via the Contact Form).
§ 9 Assignment
The Training and Seminar Provider may not assign or transfer any rights or obligations under this Agreement without prior consent. Subject to the foregoing provisions, this Agreement shall be binding on legal successors and permitted assignees.
§ 10 Duration of Agreement
§ 11 Termination
(1) Ordinary termination is possible at any time with a notice period of 4 weeks.
(2) This does not affect the right to extraordinary termination for good cause with immediate effect, including for severe breach of the essential obligations of this Agreement.
(3) A Training or Seminar already offered in the Marketplace should continue to be displayed there during the notice period and will be deleted thereafter. Training Courses or Seminars that have already been booked must be displayed in the Marketplace until they have been carried out.
§ 12 Electronic communication, Written Form
The Training and Seminar Broker will communicate electronically in various ways with the
Training and Seminar Provider e.g. via e-mail, text messages or also by the publication of electronic news or other communication within the Marketplace.
For contractual purposes, the Training and Seminar Provider and the Training and Seminar Broker agrees to receive electronic communications and agrees that any consent, notices and other communication it receives electronically shall be considered as being in writing unless otherwise required by law.
§ 13 Liability
(1) The Training and Seminar Broker is liable only in cases of intent and gross negligence. This restriction does not apply for losses on the basis of the breach of contractual obligations, which result from an injury to life, limb or health or claims under product liability laws.
(2) If the Training and Seminar Broker is deemed liable for minor negligence then the liability is limited to damages that will not exceed an amount that is typical and probable under this Agreement.
(3) Insofar as the liability of the Training and Seminar Broker is excluded or limited,
this also applies to the liability of legal representatives, employees and agents of the
Training and Seminar Broker.
(4) The Training and Seminar Broker is not liable for the functionality of data networks, Servers or data connections to the data center and the constant availability of its
Online shops or Marketplaces.
(5) The Training and Seminar Broker is not liable for the accessibility and functionality
the service provider commissioned for online services.
§ 14 Copyright and Trademark Law
(1) The copyright for published materials created by the Training and Seminar Broker remains solely with the Training and Seminar Broker. Reproduction or use of any graphics, sound documents, video sequences and texts in other electronic or printed publications is prohibited unless the Training and Seminar Broker has given express permission to do so.
(2) All trademarks used on the website (BrokerOnline Shop or Marketplace), including any third party trademarks, are subject, without restriction, to the provisions of the respective valid Trademark Laws and the ownership rights of the respective registered trademark owners. The mere mentioning of a name does not lead to the conclusion that trademarks are not protected by the rights of a third-party, e.g. ISTQB trademark.
§ 15 Independent Contractors, No Agency
This Agreement should not be interpreted as intending or establishing a joint venture, employment, trust or partnership between the Training and Seminar Broker and Training and Seminar Provider. Furthermore, none of the parties is an agent or representative of the other party by virtue of this Agreement. Neither party is authorized and will not attempt to establish or assume an express or implied obligation or liability on behalf of the other party.
B. Final Clauses
§1 Right to Change
§2 No Waiver
§3 Governing Law, Other
(1) Additional or contrary agreements, amendments and supplements to these
(2) Place of performance and jurisdiction is Potsdam (headquarter of iSQI).
(3) The law of the Federal Republic of Germany applies. The applicability of mandatory norms of the state in which the Buyer or Provider is habitually resident at the time of conclusion of the contract is not affected by this choice of governing law.
(5) The UN sales law is excluded.
(6) The general terms and conditions of iSQI apply.