Stand: July 2026
1.1 These General Terms and Conditions apply to all contracts between ada Learning GmbH, Graf-Adolf-Platz 15, 40213 Düsseldorf (hereinafter “ada”), and the respective client (hereinafter “Client”) concerning the use of services provided by ada (each a “Programme”). ada and the Client are hereinafter referred to individually as a “Party” and collectively as the “Parties”. The Client may be either a natural person who, as a consumer (Sec. 13 of the German Civil Code (BGB)) or a business operator (Sec. 14 of the German Civil Code (BGB)), makes use of the services themselves, or a natural person acting as a business operator (Sec. 14 of the German Civil Code (BGB)) or a legal entity, insofar as they purchase services intended for use by the Client’s employees.
1.2 The specific services, the remuneration, the term and other Programme-specific details are set out in the order (hereinafter “Order”), which refers to these General Terms and Conditions. In the event of any conflict between these General Terms and Conditions and the relevant Order, the provisions of the Order shall take precedence.
1.3 The conclusion of a contract constitutes an exchange of services exclusively; it does not establish any further connection of any kind between the parties, in particular under company law.
1.4 Any deviating, conflicting or supplementary general terms and conditions of the Client shall only form part of the contract if and to the extent that ada has expressly agreed to their validity in writing.
2.1 The nature and scope of the services to be provided by ada are set out in the relevant order. ada shall provide the services described therein properly and to the best of its knowledge and belief.
2.2 Insofar as the nature of the service so requires, ada shall take the Client’s stated objectives into account when providing the service; however, it shall not be subject to any instructions from the Client regarding the specific design of the service content and materials.
2.3 ada publishes editorial content at its own discretion. Insofar as ada’s services in a specific case provide for the subject matter of editorial content to be related to the services under the contract, the parties agree that, in order to safeguard journalistic and editorial independence, ada shall not exert any influence over its own editorial team. ada undertakes to carry out any communication mentioning the Client only in consultation with the Client and whilst upholding editorial independence.
3.1 The Client undertakes to provide ada with a reasonable level of support in the performance of the service, insofar as the nature of the service provided by ada requires such cooperation. The specific obligations to cooperate are set out in more detail in the relevant order or description of the service. The Client may therefore be obliged, in particular, to:
a) to select and nominate suitable participants within the time limits specified in the order;
b) to ensure the active participation of the participants in the Programme’s activities;
c) ensure that participants have unrestricted access to the technical tools used for the Programme (in particular video conferencing services and collaboration tools) via the devices provided by the Client;
d) to appoint a central point of contact for coordination with ada.
The obligations to cooperate set out in points (a) and (d) above shall not apply where the Client entering into the contract is also the sole participant (e.g. sole traders or consumers).
3.2 The Client acknowledges that failure to fulfil obligations to cooperate (e.g. late nomination of participants, non-attendance or lack of infrastructure) may impair the delivery and quality of the Programme, without this waiving the obligation to pay.
3.3 The Client shall, to the best of their knowledge, ensure that all rights to content submitted by them – namely photographs, graphics or editorial drafts – remain with the Client and that this content may be used for the purpose specified in the contract. This includes incorporation in third-party databases subject to a fee. ada is authorised to process, sub-license and transfer such content on a case-by-case basis and subject to the Client’s prior written consent (email is sufficient). The Client shall, following prior written notification (email is sufficient) from ada regarding the use of the content, draw ada’s attention to any third-party rights that could affect the granting of rights set out above.
3.4 ada is the owner of all rights to the title and the ‘ada’ trademark. For the duration of the relevant order, the Client is granted a non-exclusive right of use, unlimited in terms of territory and content, to use the title or the trademark in connection with the partnership.
4.1 The amount of remuneration is set out in the relevant order. Where the Client is a trader within the meaning of Sec. 14 of the German Civil Code (BGB), all prices quoted are net prices plus the applicable value added tax.
4.2 Unless otherwise specified in the order, all invoices are due immediately upon conclusion of the contract and must be paid in full within two weeks of receipt. ada is entitled to send invoices exclusively by email.
4.3 Restrictions or cancellations of individual items of content shall not result in a reduction of the agreed remuneration if the restriction or cancellation was initiated by the Client. Any costs saved shall be set off against the invoice.
5.1 The parties are aware that, within the framework of the cooperation and the collaborative work it encompasses, content that is eligible for protection and, where applicable, protected by law (e.g. copyright, Community design rights) may be created (the ‘results’). The parties are also aware that the participants contribute knowledge and know-how to joint projects, which they may have acquired in the course of their respective work for the Client or ada, and which is used for the development of the results. The parties warrant that, to the best of their knowledge, any such content contributed under this contract in the course of the project work is free from third-party rights (e.g. copyright, supplementary neighbouring rights, trade mark rights) and may be used for the purposes of this contract. In case of doubt, ada and the Client shall grant their employees permission to use content in respect of which ada or the Client holds rights.
5.2 Insofar as necessary for the performance of this contract, the parties mutually grant each other a royalty-free, worldwide, non-exclusive and non-sub-licensable right to use the other party’s trade marks to the extent and in the layout agreed between the parties in each case. Each party’s right to use the other party’s trade marks shall cease upon expiry of the relevant order.
5.3 Similarly, the parties mutually grant each other royalty-free, worldwide, non-exclusive and non-sub-licensable rights to all results arising in the course of the project work. The parties are entitled to use the results for their own internal business purposes as they see fit; this right extends to affiliated companies within the meaning of Sec. 15 et seq. of the German Stock Corporation Act (AktG). For the sake of clarity, the parties agree that exploitation by granting licences to third parties is not permitted. However, for ada, an internal business purpose exists in the use of such results for future similar cooperation agreements with third parties and for use in educational events.
5.4 Each party shall indemnify the other against all claims, including the costs of reasonable legal action, arising from an (alleged) infringement by third parties resulting from the use of content, provided that
a) the party against whom the claim is made informs the other party without delay of such a claim and
b) the party against whom the claim is made gives the other party the opportunity to settle the dispute with the party alleging the infringement.
The indemnity obligation shall not apply in the event of culpable conduct on the part of the party against whom the claim is made, including a breach of this contract.
5.5 Neither party is entitled to settle a dispute, acknowledge claims or make any other legally binding declarations that bind the other party, unless the other party has given its consent.
5.6 The provisions of this § 5 shall remain unaffected in the event of termination of the contract.
6.1 The parties shall be liable in cases of wilful misconduct or gross negligence, including that of their representatives and vicarious agents, in accordance with the statutory provisions. The same shall apply in the event of a culpable injury to life, limb or health, as well as in cases of mandatory liability under statutory provisions, in particular liability under the Product Liability Act and in cases of fraudulent misrepresentation.
6.2 For damage to property and financial loss caused by simple negligence on the part of a party, its representatives or vicarious agents, that party shall only be liable in the event of a breach of a material contractual obligation, but the amount of liability shall be limited to the damage foreseeable at the time the contract was concluded and typical of the contract. Material contractual obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting parties may regularly rely.
6.3 Any liability on the part of the contracting parties beyond the provisions set out above is excluded.
7.1 The parties shall treat all business transactions of the other party, as well as those of all parties involved in the projects, of which they become aware, as strictly confidential. In particular, the parties undertake to impose a duty of confidentiality on all employees and/or third parties who have access to such business matters, and to grant employees and/or third parties access to such matters only to the extent that this is strictly necessary (the ‘need-to-know’ principle). The duty of confidentiality also applies to the conclusion of the relevant order and its contents.
7.2 Information shall not be regarded as confidential if it
a) was already in the possession of the receiving party before it was received from the disclosing party,
b) is or becomes publicly known without this being due to a breach of this Agreement by the receiving party,
c) have been or may be obtained or developed by the receiving party independently without breaching this Agreement, or
d) which have been disclosed to a court or a public authority, in so far as there is a legal obligation to do so; in such a case, ada must be notified of the disclosure to the court or public authority without delay, unless such notification would itself constitute a breach of a legal obligation.
7.3 Subject to the provisions of clause 7.4, the parties assume that, with regard to the processing of personal data in the performance of this contract, they are, in principle, independent data controllers within the meaning of Article 4(7) of the GDPR. Each party shall ensure that all data processing operations in connection with the Programme comply with data protection regulations, and in particular that the necessary data protection information is provided to the data subjects. ada processes the personal data of the Client’s employees on the basis of the performance of the contract (Article 6(1)(b) of the GDPR). The Client shall, in particular, ensure that there is a legal basis under data protection law for the employees’ participation and that they are adequately informed regarding their participation in the relevant Programme.
7.4 Depending on the scope of the services as set out in the order, ada may process personal data of Clients or their employees on behalf of and in accordance with the instructions of the Client. To this extent, the Data Processing Agreement, which is attached to these General Terms and Conditions as Annex 1, shall be deemed an integral part of the contract.
7.5 Further Programme-specific provisions on data protection may be agreed in the order.
8.1 The term and any provisions regarding renewal are set out in the relevant order. The contract comes into force upon acceptance of the order by ada.
8.2 The right of either party to terminate the contract without notice for good cause remains unaffected. Good cause shall be deemed to exist, in particular, if a party culpably breaches material contractual obligations incumbent upon it and fails to remedy the breach within a reasonable period despite a written warning, whereby a period of four weeks shall generally be deemed reasonable. Such a warning shall not be required if it would be futile or unreasonable to expect the party entitled to terminate the contract to issue it.
8.3 Notice of termination must be given in writing.
9.1 Any amendments or additions to these General Terms and Conditions and to the relevant order must be made in writing. This also applies to any amendment to this clause. There are no verbal supplementary agreements.
9.2 Should individual provisions of these General Terms and Conditions or of the relevant order be wholly or partially invalid or unenforceable, or should they subsequently lose their validity or enforceability, this shall not affect the validity of the remainder of the contract. In such a case, the contracting parties undertake to replace the invalid or unenforceable provision with a valid or enforceable one that most closely approximates the purpose of the contract. Should the purpose of the contract not be achievable by means of a valid or enforceable provision, each party shall be entitled to terminate the contract with immediate effect on grounds of material breach. In this case, neither party shall be obliged to return any performance received from the other party. The same shall apply to any omissions in the contract.
9.3 Unless otherwise provided for in this contract, the contracting parties may not assign or transfer their rights and obligations under this contract without the consent of the other contracting party.
9.4 The law of the Federal Republic of Germany shall apply.
9.5 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties shall be Düsseldorf.
