General terms and conditions

^{Effective from 11 July 2022}

1. ZGS Bildungs-GmbH, Ludwig-Erhard-Str. 2, 45891 Gelsenkirchen (hereinafter IQ) is a provider of group and individual tuition courses (as contractually agreed) in the field of adult education (mainly language courses) both at its tuition centres (classroom tuition) and online. The language courses are taught by instructors who follow the Common European Framework of Reference for Languages (CEFR). Insofar as no distinction is made in the following between classroom and online instruction, the following provisions shall apply both to offers and services from IQ.

2. Registration is for an indefinite period of time but based on an agreed minimum contract period (see front page of registration document). IQ may employ freelance and suitably qualified external staff to provide the lessons. Only the registered customer is entitled to attend the lessons. Requests to allow a third party to attend must be approved by IQ.

3. Tuition fees are due by the 3rd working day of each calendar month and must be paid in advance. If the contract states that a registration fee is to be paid, it is due for payment at the beginning of the course. Similarly, if the contract begins in the current month, the tuition fees for the first (partial) month are due for payment at the beginning of the course. If payment by direct debit is agreed, the direct debit will be collected on the contractually agreed dates. In the event of additional contracts or other arrangements, the customer will be notified of any changes to the amount of the direct debit at least five days before collection is due (pre-notification). IQ reserves the right to increase the monthly tuition fee once a year by up to EUR 10.00, but no earlier than after three months. The tuition fee is currently exempt from VAT. In the event of a future change in the regulations on VAT exemption, IQ will be entitled to add the cost of VAT when the change comes into effect.

4. The customer shall be deemed to be in default at the latest upon receipt of a reminder issued after expiry of the payment period. If the customer fails to pay any amount due under the contract and is therefore in default, IQ is entitled to refuse to provide the contractually agreed services, i.e. to refuse to allow the participant to make use of the company's service offering. Overdue payment reminders attract a reminder fee of 5 euros, which is due immediately.

5. Course dates and times are set by IQ. Rescheduling for operational reasons is permissible. There is no entitlement to a specific time or date. If, as a gesture of goodwill, IQ agrees to a temporary suspension of the contract during the minimum contract period, the contract will be extended by a period equivalent to the duration of the suspension.

6. Regular attendance in class is an important factor in determining learning success. To ensure continued progress, IQ will make every effort to provide replacement lessons in cases of authorised absence (doctor's certificate or other justifiable cases such as traineeships or similar). There is, however, no entitlement to replacement lessons. If the student fails to attend classes without providing an excuse, IQ will be deemed to have performed its obligations. After the end of the contract period, all claims in this regard shall expire. No refunds can be given for missed or cancelled lessons.

7. Either party may terminate the contractual relationship by giving one month's notice effective from the end of a calendar month, taking due account of the agreed minimum contract term. This does not apply to lump sum contracts, i.e. contracts for a fixed total number of hours. The right of either party to terminate this agreement without notice for good cause remains unaffected. Notification of termination must be in writing. In the event of a temporary impediment to performance, an extraordinary termination of the contract is excluded. If IQ is responsible for the temporary impediment to performance, however, the statutory rights of termination shall remain in effect.

8. IQ reserves the right to withdraw from the contract if an insufficient number of participants have registered for a course. Said withdrawal is normally made five days before the beginning of the course concerned. IQ may also withdraw from the contract in the event of force majeure or if an instructor is temporarily unavailable due to illness. In such cases, IQ will immediately inform the participant that the course has been cancelled. Course fees already paid to IQ by the contractual partner will be refunded in full. All further claims by the contractual partner/participant are excluded, except in cases of gross negligence or wilful misconduct by employees or subcontractors of IQ.

9. IQ is entitled to provide a substitute for any instructor(s), provided that they are similarly qualified. There is no entitlement to be taught by a specific instructor.

10. In order to guarantee a high standard of tuition for all participants, IQ reserves the right, following a warning on the day of the incident, to exclude any participant who behaves inappropriately during a lesson without affecting the payment obligation of the excluded party. This is necessary to ensure that lessons can proceed smoothly and without disruption. IQ is entitled to terminate the contract for good cause with immediate effect after two unsuccessful warnings.

11. IQ shall be liable towards customers and registered persons in all cases of contractual and non-contractual liability for wilful misconduct and gross negligence in accordance with the applicable law. In other cases – unless otherwise mentioned below – IQ is only liable in the event of a breach of a "cardinal obligation" (that is, an obligation of critical importance that enables the fulfilment of the contract and which the customer may rely on), and this liability is limited to compensation for reasonable foreseeable damages. In all other cases, liability is excluded subject to the following provision. Where IQ's liability is excluded or limited, this also applies to the personal liability of our employees, workers, co-workers, representatives and subcontractors. IQ's liability for damages resulting from injury to life, body or health, or for claims under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected by the above exclusions and limitations of liability.

12. Worksheets issued by IQ are protected by copyright and may not be copied or used commercially – even in part – without the consent of IQ and the instructor concerned. The user expressly acknowledges and accepts this.

13. Any alterations to these General Terms and Conditions shall be submitted to the customer in writing no later than two months before the proposed date of their entry into force. The customer shall be deemed to have given their consent if they do not raise any objection before the proposed date of entry into force of the alterations. IQ shall specifically inform the customer in its proposal that such consent will be assumed in the absence of any objection.

14. Alternative dispute resolution: IQ is not obliged nor prepared to participate in a dispute resolution procedure with a consumer arbitration board.

15. The contractual partner assures IQ that all data required for registration is truthful and complete and that they will inform IQ without delay of any changes to their personal data (address, telephone, email etc.). Information about changes to data should be sent by fax to +49 (0)209 3606-275, by email to [email protected] or by post to ZGS Bildungs-GmbH, Ludwig-Erhard-Str. 2, 45891 Gelsenkirchen. IQ shall not be liable if the contractual partner fails to inform IQ about changes to their data and this results in IQ being unable to properly provide services to the participant, particularly if this was caused by an inability to contact the participant to notify them of changes. Without prejudice to other legal provisions, if incorrect information was provided during registration, in the event of misuse (e.g. multiple registrations) or if there are reasonable indications that the contracting partner/participant has committed illegal acts, IQ is entitled to refuse to provide services to the participant in whole or in part and to block the respective contracting partner's/participant's access to its services. IQ may mark the customer's record with a note to this effect in order to exclude the contracting partner/participant from using its services in the future, and in particular from registering again.

16. This agreement shall be governed by the law of the Federal Republic of Germany exclusively, to the exclusion of private international law.

17. If any provision of these registration conditions becomes null and void or ineffective in whole or in part, it shall not affect the remaining provisions of this agreement. Any null and void or ineffective provision shall be replaced by a valid and enforceable provision that shall be as close as possible in content and purpose to the null and void or ineffective provision. The same applies to any loophole.

Special provisions for in-person tuition

18. If exceptional circumstances (such as legal or official instructions or recommendations, natural disasters, damage to classrooms or any other circumstances for which IQ is not responsible) prevent in-person tuition from being delivered on the premises of an IQ tuition centre, IQ is entitled to change the delivery method from classroom to online. If the ability to deliver classroom instruction is restricted, IQ is entitled to change classroom tuition in such a way that each participant is allocated the same amount of time that they would otherwise receive during regular classroom lessons (for example, 90-minute classroom lessons in a group of four could be modified to 45-minute lessons in a group of two). The right to alter or adapt classroom lessons shall not apply if the alteration or adaptation is unreasonable for the contractual partner.

19. In the case of term contracts (contracts with a minimum contract period), IQ grants the contractual partner a special right of termination with a period of notice of 1 month effective from the end of a calendar month. IQ grants the contractual partner a further special right of termination upon proof of a change of residence, if there is no IQ tuition centre in reasonable proximity to the new place of residence, or if the participant becomes unemployed after completing registration. The agreement may be terminated at one month's notice effective from the end of a calendar month.

20. When exercising the special right of termination described in paragraph 19, the contractual partner is obliged to pay retrospectively from the beginning to the end of the contract the difference between the tuition fee paid and the higher tuition fee that would have applied had the current, shorter period originally been agreed. If IQ does not publish a separate tuition fee for the applicable tuition period, the tuition fee for the next shorter period shall apply.

21. Lessons are held during all holidays, except during Christmas week (24 to 31 December) and on the public holidays of the respective federal state. The agreed tuition fee is payable for all the above periods.

22. DuoCoaching (face-to-face tuition with 2 specific participants) can be arranged only if the two participants (hereinafter referred to as "course partners") sign an identical contract on the same day. If one course partner cancels, they will leave the Duo-Coaching programme on the contractually agreed cancellation date. The other course partner will continue and pay the rate for one-to-one tuition unless they also cancel within 14 days of IQ informing them of the change. If one of the course partners terminates the contract on the basis of the special right of termination described in paragraph 8, and the other course partner then also decides to terminate, both course partners are jointly and severally obliged to pay retrospectively from the beginning to the end of the contract the difference between the tuition fee actually paid and the higher participation fee that would have applied if the current, shorter term had originally been agreed. If IQ does not publish a separate tuition fee for the applicable tuition period, the tuition fee for the next shorter term shall apply.

23. If a participant resident abroad needs a language course to apply for a visa, the course fees for the first two months of the contract must be paid before the contract begins. The original contract document will be issued to the participant only after payment has been received. If the participant fails to start their language course within one month of the contractually agreed start date, the contract will expire without the need for special cancellation. IQ will reimburse the participant for the course fees paid, less a processing fee of EUR 150.

Special provisions for online tuition

24. Online tuition is available all year round – even on weekends. However, there are no lessons between 24 and 31 December and on statutory holidays (in the federal state of the instructor as well as that of the participant) and Rosenmontag (the day before Shrove Tuesday).

25. Regular attendance in class is an important factor in determining learning success. The customer is responsible for logging on punctually at the agreed time. In case of technical problems, the participant should always contact a member of the support team. The contact details are in the information material.

26. IQ grants the contractual partner the following rights when booking intensive online tuition. Up to 14 days before the start of the booked course, the partner may rebook in order to switch to a new course that has not yet started. If no alternative course is offered up to 14 days before the start of the booked course or within three months calculated from the start date of the originally booked course, the tuition fee will be refunded to the contractual partner. Within the 14-day period prior to the start of the booked course, rebooking is only possible upon presentation of a doctor's certificate. Rebooking is not possible once the course has started.

27. IQ advises customers that they must meet certain technical requirements to gain maximum benefit from their course. The customer requires an internet-capable computer or device, a stable internet connection (at least DSL6000 or 6Mbps), a headset and various readily available (third-party) software. To allow the participant to interact fully with the instructor, a webcam, which is generally built into most of today's devices, is also recommended.

28. It is the customer's responsibility to ensure that the technical requirements are met and that the necessary (third-party) software is used. The use of third-party software creates a contractual relationship between the customer and the provider of the third-party software. The software provider does not act on behalf of IQ nor does IQ use the provider of the software to fulfil its contractual obligations to the customer. No claims may be made against IQ if the customer fails to fulfil his obligation to meet the technical requirements.

29. IQ expressly reserves the right to develop, change and supplement its online tuition services. If further technical requirements need to be complied with and/or if certain additional (third-party) software is required for this purpose, the customer will be notified in good time.

30. IQ states clearly that the use of the internet and the transmission of data via the internet can create security vulnerabilities. A 100% secure system is not possible. It is therefore the customer's responsibility to take the necessary precautions to protect against the risk of access to their system by third parties. This includes using the recommended browser security settings, making regular data backups, implementing a firewall solution and installing and regularly updating antivirus software.