Terms and Conditions SIT Academy AG and SIT Learning AG
These General Terms and Conditions ("GTC") apply to the business transactions of SIT Academy AG, Heinrichstrasse 200, 8005 Zurich, Switzerland, and SIT Learning AG, Vordergasse 59, 8200 Schaffhausen, Switzerland, hereinafter referred to as Constructor Learning.
2. Duties of the customer
The customer himself is responsible for the content of the data and information collected. The customer is obliged to take all the necessary precautions for the provision of the service by the company immediately. The client must make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may include providing the Company with appropriate information and complete and accurate documentation. The Company assumes that the information and documents supplied are correct. The Company shall only be responsible for checking the correctness and propriety of information, documents and figures provided by the Customer if this has been agreed in writing in advance.
By accepting these GTC, the Customer also confirms that he/she has an unlimited capacity to act and is of age. By registering, the customer expressly declares that all information provided is true, up-to-date and in accordance with the rights of third parties, morality and the law.
If you register as a customer on behalf of a company or other entity, you represent and warrant that you have the necessary right and authority to bind such company or entity to these Terms and Conditions.
4. Rights to the website
All rights (including copyrights, trademark and patent rights and other intangible rights) to all information and content (including text, data, graphics, sounds and logos) on the website are, unless otherwise specified, solely owned by Constructor Learning or the respective rights holder. The use of this information and content is permitted only for purely private, non-commercial browsing purposes. Any other or further use requires the prior express written consent of Constructor Learning.
5. Payment of Fees
In consideration for the grant of the License (as further defined in Section VI) and the provision of the Services, the Customer shall pay Constructor Learning the amounts set forth on each service order form as shown to you on the Platform (the “Fees”) in accordance with the payment terms stated. Payments shall be made in advance by credit card or other payment options provided to you. All Fees are stated and payable in CHF or as otherwise shown on the Platform, and are exclusive of any taxes, customs or charges including VAT. Customer may not withhold or set off any Fees due to Constructor Learning hereunder. Constructor Learning may suspend the provision of the Services or any part thereof, if any Fees due to be paid by the Customer to Constructor Learning under these Terms and Conditions are overdue, and Constructor Learning has given the Customer at least five (5) days written notice.
6. Customer Data License
The Customer retains the owner of all data provided by the Customer (the “Customer Data”) to Constructor Learning for the purpose of the Service. The Customer grants Constructor Learning the right during the performance of these Terms and Conditions (the “Term”) to use (including but not limited to publish, copy, store and edit) the Customer Data in any way reasonable to provide the Service and to create statistics, reports and research for internal or marketing use. This right is worldwide, non-exclusive and sub-licensable and no compensation is owed by Constructor Learning.
7. License granted to Customer for using the Platform
Except for Customer Data, this Platform, the Service and the information and materials that it contains (including without limitation any analytics derived from use of the Service), are the property of Constructor Learning and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms and Conditions and the payment of any applicable fees, Constructor Learning grants you a non-transferable, non-exclusive, license to use the Platform and Service (the "License"). Nothing in the Terms and Condition gives you a right to use the Constructor Learning names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform. Any future release, update, or other addition to functionality of the Platform or Service shall be subject to these Terms and Condition.
If you provide Constructor Learning with any suggestions, comments or other feedback relating to any aspect of the Platform and/or Service ("Feedback"), nonos may use such Feedback in the Platform, Service or in any other Constructor Learning’s products or services (collectively, "Constructor Learning Offerings"). Accordingly, you agree that: (a) Constructor Learning is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to Constructor Learning, (c) Constructor Learning (including all of its successors and assigns and any successors and assigns of any of the Constructor Learning Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Constructor Learning Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Constructor Learning or anyone else in respect of the Feedback.
9. Social Media
To the extent Customer connects his social network advertiser account (for example Google, Facebook and Instagram,) (the "Advertiser Account") with his Constructor Learning account, Customer hereby grants Constructor Learning a non-exclusive, sub-licensable, worldwide, royalty-free license, during theterm (the “Term”), to use the Advertiser Account and the respective data solely as necessary to provide the Services to Customer and to allow Constructor Learning to perform its obligations to Customer under, and in line with, these Terms and Conditions. Constructor Learning will require the login credentials of the Customer Advertiser Account. Refusal of providing the login credentials can result in restriction or denial of the Services. In the event Customer does not maintain a Advertiser Account and asks Constructor Learning to open one on his behalf, Constructor Learning shall maintain the login credentials and provide a copy of the same to Customer.
10. Representations and Warranties
The Customer represents, warrants and covenants that the advertising content submitted through your account (i) will not violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights and ii) will not contain obscene, defamatory, illegal, unethical, or promote illegal behavior and iii) is free of any software virus or any other malicious computer code. Constructor Learning will not held responsible or will not be liable for any advertising content that is sumitted through the platform.
Customer represents, covenats and warrants that he will use the Service only in compliance with the Terms and Conditions and all applicable laws, regulations, codes good advertising practices and all requirements of third-party advertising networks including Facebook Ads, Google Ads and Instragram Ads, and that he has all the rights necessary to grant Constructor Learning the rights herein to any Customer Data that you submit.
Constructor Learning uses resonable efforts to ensure the availablility of the Service but shall not be liable for planned downtime or any cause that is beyond Constructor Learning control. Constructor Learning does not warrant that the Service will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from the use of the Service.
The Services are distributed on an „as is“ basis without warranties of any kind, express or implied, including but not limited to no warranties of merchantability, non-infringement, title, or fitness for a particular purpose. You hereby acknowledge that use of the Services is at your sole risk.
11. Limitation of Liability
Notwithstanding anything in this Agreement to the contrary, Constructor Learning, nor its directors, officers, shareholders, employees, agents or representatives shall have any liability under this Agreement (including in connection with any claims of any end users or any other third party), for damages including but not limited to any punitive or exemplary damages, or any special, consequential, incidental or indirect damages, including lost profits, lost data, lost revenues and loss of business opportunity, whether or not the other Party was aware or should have been aware of the possibility of these damages.
Customer shall defend, indemnify and hold harmless Constructor Learning and its officers, directors, shareholder, employees, affiliates and agents from and against all costs, damages, losses and expenses, including attorneys’ fees and other legal expenses, arising from any third-party claim that: the Customer Data, ad creatives, Customer’s Platform, Customer’s use of the Service, or other content violates any third party rights, including but not limited to infringement or violation of the Intellectual Property Rights or privacy rights of such third party; the Customer Data, ad creatives or other content are obscene, defamatory, illegal, unethical, or promote illegal behavior; or that Customer failed to obtain any necessary permit, license or consent in connection with these Terms and Conditions; or stems from Customer’s violation or alleged violation of any of its representations, warranties, and/or obligations under these Terms and Conditions; or arises out of software viruses or any other malicious computer code; or arises out of interference or disruption of the Platform or servers or networks connected to the Platform, disobedience of any requirement, procedure or regulation of networks connected to the Platform or testing of the vulnerability of any system.
Constructor Learning shall notify the Customer immediately after learning of any such claim. The Customer shall be entitled, by written notice to Constructor Learning, to assume sole control of the defense of any such claim including negotiations and any settlement or compromise thereof at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of Constructor Learning may be without Constructor Learning prior written consent; and (b) the Customer informs Constructor Learning of the status of such claim regularly.
These Terms and Conditions apply to all Customers when using our Platform and/or Services, as stipulated above.
Constructor Learning may without prior notice immediately terminate your ability to access the Platform, Service or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms and Conditions or any other agreement that you may have with Constructor Learning (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical, security or legal issues or problems, (e) participation by you, directly or indirectly, in fraudulent or illegal activities or (f) you become insolvent or are unable to meet your debts.
Consequence of termination of your access to the Platform or Service may result in removal of Customer Data. You acknowledge and agree that all terminations may be made by Constructor Learning in its sole discretion and that Constructor Learning shall not be liable to you or any third-party for any termination of your access or for the removal of any Customer Data.
If any provision of these Terms and Conditionsis found to be unenforceable or invalid, that provision shall not affect the validity or enforceability of any other provision. Such provision shall be modified to show the original intention of the parties.
These Terms and Conditions are not assignable, transferable or sublicensable by Customer without Constructor Learning’s prior written consent. Constructor Learning may transfer and assign any of its rights and obligations under these Terms and Conditions without consent for any reason.
These Terms and Conditions are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter hereof.
The failure of Constructor Learning to exercise or enforce any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
15. Applicable law / Place of jurisdiction
These Terms and Conditions shall be governed by the laws of Switzerland. The courts of Zurich shall have exclusive jurisdiction to adjudicate any dispute arising under these Terms and Conditions.
Version effective as of 15.01.2021