Terms and Conditions airsight Italy Srl

1. Scope of application 

1.1 These General Terms and Conditions ("GTC") apply to all business relationships between airsight Italy SRL ("Contractor") and our customers (“Client”). 

The GTC are an integral part of the order or the contract concluded with the client. The GTC shall also apply to all future orders placed by the Client with the Contractor following the first inclusion of these GTC, even if the validity of the GTC is not expressly referred to again in these subsequent orders.   

1.2 Section II of the GTC contains supplementary provisions for contracts for training courses.

1.3 Deviating, conflicting or supplementary GTC of the Client shall only be valid if they have been recognised in writing by the Contractor. This shall also apply if the Client refers to its GTC within the scope of the order and the Contractor has not expressly objected to them.

2. Scope of the order 

2.1 The subject matter and scope of an order that the Contractor performs for the Client are set out in the respective contract.

3. Obligation of the Client to co-operate 

3.1 The Client shall provide the Contractor with all information and data necessary for the fulfilment of the order in good time. The Contractor may rely on the accuracy of this information. 

3.2 If the Client fails to fulfil its obligations to cooperate, in particular to provide the necessary documents, information and data, in good time, any delays shall be at the expense of the Client.

4. Remuneration and terms of payment 

4.1 The contractually agreed price is binding. Separate remuneration shall be paid for any additional expenditure incurred by the Contractor due to the Client's requests for changes and additions.

4.2 Unless otherwise agreed, the invoice amount is due immediately and payable without deductions within 14 days of invoicing. 
Payment transaction costs, in particular for transfers from abroad, shall be borne by the Client.

4.3 The Client shall be in default after expiry of the aforementioned payment deadline. During the period of default, interest shall be charged on the remuneration at the applicable statutory default interest rate.
The Contractor reserves the right to claim further damages caused by default.

5. Rights of set-off and retention 

5.1 The Client shall only be entitled to rights of set-off and retention in the event that his counterclaim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.

6. Retention of title 

6.1 The Contractor shall retain title to deliveries until all claims arising from the contractual relationship existing at the time of delivery or arising later have been paid in full; in the case of payment by cheque or bill of exchange, until they have been honoured.

7. Rights of use, protection of intellectual property  

7.1 All documents provided by the Contractor in paper or electronic form (in particular offers, analyses, statements, expert opinions, etc.) are the intellectual property of the Contractor. The Client recognises the Contractor's exclusive rights to the documents, whether or not the documents are protected by copyright, trademark or competition law.  

7.2 The Contractor may use the documents provided during and after termination of the contractual relationship exclusively for its own business purposes that are covered by the contract and the specifically agreed scope of services. The Client shall not be entitled to modify analyses, statements, expert opinions, etc. of the Contractor.  

7.3 Insofar as expert opinions, test results, calculations and other documents or work results, including in electronic form and including drafts, are created in the course of the execution of the order, which are subject to copyright protection, the Contractor shall grant the Client a simple, non-transferable right of use to these, insofar as this is necessary for the purpose of the contract. No further rights shall be granted or transferred.

7.4 Rights of use shall only be transferred to the Contractor once all of the Client's financial obligations to the Contractor relating to the respective service have been settled.

8. Rights of third parties 

8.1 The Contractor shall provide the subject matter of the contract free of third-party rights which hinder or exclude the contractual use of the subject matter of the contract by the Client. Should third parties nevertheless assert an infringement of industrial property rights against the Client, the latter shall be obliged to inform the Contractor of this immediately in writing. The Client may not recognise any third-party claims without the prior written consent of the Contractor.

9. Confidentiality/data protection 

9.1 The Contractor shall treat as confidential any information about the Client's business and trade secrets of which it becomes aware in the course of its activities as long as and to the extent that such information has not lawfully become generally known or the Client has consented in writing to its disclosure. 

9.2 For its part, the Client undertakes to treat as confidential all information of which it becomes aware in connection with the offer and the performance of the contract. In particular, the disclosure or other utilisation of the contents of the offers prepared by the Contractor is not permitted. 

9.3 The Contractor shall take the organisational and technical measures required under the GDPR. These obligations are unlimited in time. The Contractor shall ensure that third parties commissioned by it or employees deployed by it are obligated to the same extent with regard to data protection.

10. Liability 

10.1 The Contractor shall be liable for damages on whatever legal grounds in the event of intent and gross negligence.

10.2 In other cases, the Contractor shall only be liable in the event of a breach of a contractual obligation, the fulfilment of which enables the proper execution of the contract in the first place and on the observance of which the Customer may regularly rely (so-called cardinal obligation), limited to compensation for the foreseeable and typical damage, but not exceeding the contractually agreed order amount.

10.3 In all other cases - regardless of the legal grounds - liability is excluded, subject to the following paragraph.

10.4 Liability for damages resulting from injury to life, limb or health and under the Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.

10.5 Insofar as liability is excluded or limited in accordance with sections 10.2. and 10.3, this shall also apply to the personal liability of employees, workers, representatives, organs and vicarious agents.

11. Force majeure 

11.1 Force majeure includes all unforeseeable events as well as events which - insofar as they could have been foreseen - are outside the sphere of influence of the parties. This includes in particular, but is not limited to, the following events:  

• Sovereign interventions such as embargoes, import and export bans, but also interventions by third parties, mobilisation, war or warlike conditions, riots, revolution, military or civilian coup, insurrection, blockades, official or government orders, strikes, lockouts, terrorism, acts of state,
• lack of transport capacity, epidemics, pandemics, and infectious diseases (insofar as such a situation has been declared by the WHO or a ministry or a risk level of at least "moderate" has been determined by the Robert Koch Institute),
• as well as natural events such as floods, storm surges, hurricanes and typhoons and other severe weather events on the scale of a catastrophe, earthquakes, lightning, avalanches and landslides, fire or drought disasters.

11.2 In the event of force majeure affecting the fulfilment of the contract, the Contractor shall be entitled to interrupt the provision of services depending on the scope and duration of the force majeure event and, in the event of delays of more than two (2) months, to withdraw from the contract in whole or in part without any claims for damages being asserted against the Contractor. The Contractor shall not be in default for the period of the justified extension of the service provision.

11.3 In the event of the occurrence of a force majeure event, the affected party is obliged to inform the other party immediately, but at the latest within 14 days of becoming aware of it, in writing or text form (by letter or e-mail) of the occurrence of the force majeure event and the consequences of its impairment of performance.

12. Limitation period 
 
12.1 Contractual and non-contractual claims for damages by the client are subject to a limitation period of twelve months. Excluded from this are claims for damages caused by gross negligence or wilful intent as well as claims for breach of material contractual obligations (so-called cardinal obligations), claims for injury to health, life and limb and claims under the Product Liability Act; in this respect, the statutory limitation periods shall apply.

13. Final provisions 

13.1 There are no verbal collateral agreements. Deviating or supplementary individual contractual provisions to these GTC or the order placed must be in writing to be effective and apply exclusively to the respective order. This also applies to the waiver of the written form clause.

13.2 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective or unenforceable provision shall be replaced by a provision whose effectiveness comes closest to the economic objective pursued by the contracting parties with the ineffective provision. The same shall apply in the event of a loophole.

13.3 The place of jurisdiction and place of fulfilment is the Contractor's registered office, unless a different place is prescribed by law. Italian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
For all disputes arising directly or indirectly from the contractual relationship, the Contractor's registered office shall be the exclusive and also international place of jurisdiction.

1. General 

These special provisions for training courses apply to the business relationship between the Contractor and the Client with regard to public training courses and in-house training courses in addition to the General Provisions (Section I).

2. Conclusion of contract and services  

a) Conclusion of contract and scope of services for public courses 

The offers published on the Contractor's website do not constitute a binding offer on the part of the Contractor.

Registration for the courses can be made via the contractor's website or in writing. Registrations are generally considered in the order in which they are received. 

The Client shall receive a written confirmation of registration from the Contractor with detailed information about the booked course. The contract is only concluded upon written confirmation of enrolment (including the confirmation by electronic means).

The content and implementation of the course shall be based on the service description as listed or published in the current event catalogue. 

The Contractor is entitled to replace the announced lecturer with an equally qualified lecturer (e.g. due to illness of the lecturer or other prevention for good cause). 

b) Conclusion of contract and scope of services for in-house courses 

The Contractor shall receive an offer for the in-house course upon request. The contract is concluded upon written acceptance of the offer by the Contractor. 

The scope of services for in-house courses is set out in the respective contract. 

The Contractor is entitled to replace the announced lecturer with an equally qualified lecturer (e.g. due to illness of the lecturer or other prevention for good cause).

3. Cancellation of courses by the contractor 

a) Cancellation of public courses 

The Contractor reserves the right to cancel courses due to insufficient numbers of participants up to three weeks before the start of the course.

The Contractor reserves the right to cancel the course due to the illness of lecturers or other disruptions to business operations for which he is not responsible.

Payments already made will be refunded immediately. Further claims by the client or third parties do not exist.

b) Cancellation of in-house courses 

The Contractor reserves the right to cancel the course due to the illness of lecturers or other disruptions to business operations for which he is not responsible.

After cancellation, a new date will be agreed between the contracting parties.  

Further claims of the client or claims of third parties do not exist.

4. Cancellation of courses by the client 

a) Cancellation of public courses  

The Client is entitled to cancel the contract free of charge up to four weeks before the start of the course at the latest.  

For cancellations up to two weeks before the start of the course, the Client must pay a cancellation fee of 30% of the agreed participation fee.  

If the cancellation is made within two weeks before the start of the course or if the booked participant does not appear, the Client must pay 100% of the agreed participation fee. 

Cancellation by the Client must be made in text form.  

If the participant is unable to attend the course himself/herself, it is possible to provide a substitute participant. 

b) Cancellation of in-house courses  

For cancellations up to four weeks before the start of the in-house training course, a cancellation fee of €2,000 will be charged.  

Should the Contractor incur costs for travel and hotel accommodation already booked due to the cancellation by the Client, the Client shall also be obliged to pay these costs.

For cancellations later than 4 weeks before the start of the in-house training course, 80% of the booked services are due for payment.

Cancellations of in-house courses by the client must be made in writing. 

Instead of a cancellation of the in-house course by the Client, it is possible to arrange an alternative date, so that cancellation fees may be waived.

5. Rights to training documents 

The training documents and other work materials, in whatever form, are protected by copyright and may not be reproduced or distributed without the written consent of the Contractor. 

Brunico, February 2024