Terms Of Use

General Terms and Conditions for Distribution Partners of IQ+C Concept (state 2009-08-01)

Upon the signing of a distribution agreement with International Qualification plus Certification - Vienna (IQ+C), these General Terms and Conditions (Allgemeine Geschäftsbedingungen, AGB) become part of said agreement and remain valid for the entire period of business relations between IQ+C and the distribution partner.

I.    IQ+C AS LICENSER / INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHTS
IQ+C is the owner or holder of rights of use of the industrial property rights and copyrights associated with all subjects of the Agreement as well as the logotype “EBC*L” (IR 882 182) associated therewith.
IQ+C is also the holder of the trademark rights for “easy business” as well as EBC*L in all the Arabic Area.
Neither the conclusion of a distribution agreement nor the business activities associated with a distribution agreement may result in a transfer of industrial property rights or a concession of rights of use. All copyrights and other property rights for logos, books, CDs etc. remain with IQ+C.
If any industrial property rights, including those pertaining to the trademarks that are provided to the distribution partner for use, are cancelled, deleted or denied, this does not affect the effectiveness of the Agreement. In particular, trademarks may be altered in good faith, taking into consideration the interests of the distribution partner, i.e. trademarks may be added, altered or replaced. The distribution partner is not entitled to assert claims of any kind as a result of such alterations, including, but not limited to, claims for damages, claims for refusal of performance or warranty claims. However, IQ+C undertakes to provide suitable substitute solutions within a reasonable period of time if there is an economically justifiable need for the same.
If said substitute solutions prove to be unsuitable and the distribution partner cannot reasonably be expected to adhere to the agreement, the distribution partner may terminate the agreement by giving three months’ notice at month’s end.
 
II.    REPORTING, ACCOUNTING AND ANNUAL ACCOUNTS
According to the approved Web Application, the distribution partner has to report to IQ+C on both planned activities and activities carried out, as well as on the market situation in the contractual territory.
The distribution partner undertakes to allow the licenser or the licenser’s agent, accompanied by an auditor or chartered accountant, to inspect all documents that are necessary for ascertaining the adequacy and orderliness of the invoicing of the fees.

III.    EXTRAORDINARY REASONS FOR TERMINATING A DISTRIBUTION AGREEMENT
IQ+C is entitled to terminate the Agreement with immediate effect in the following cases in particular:
•    If the distribution partner discontinues business operations for more than three months;
•    If the distribution partner uses unapproved training materials, exam sheets or any other process documents or tools;.
•    If the distribution partner refuses to integrate and or use one or more of the quality insurance measures ordered by the Head office.
•    If any approvals that may be required to operate the business of the Licensee with regard to the activities as stipulated in the Agreement are denied, revoked or cancelled, if this has the effect that the licensed business may not be started up or continued temporarily or in perpetuity;
•    In case of continuous miscommunication and improper cooperation with the head office in Vienna and or with the regional rep office of the country which may reflect unacceptable image to our concept and reputation and may affect our efficiency and success in the country; 

•    In case of an essential change in the business relationship of the Licensee e.g. modification in the executive board or change in the ownership of more than 50% of the share in the company;
•    If bankruptcy or composition proceedings are opened on the assets of the distribution partner or a petition to open bankruptcy proceedings is denied for lack of assets or if the requirements for opening such proceedings or for the dismissal of such a petition are given;
•    If the distribution partner violates the no-competition clause;
•    If the distribution partner violates one or more points of the distribution agreement;
•    If the industrial property rights and copyrights of IQ+C or one or more of the associated brands and or logos are infringed by the partner; this includes any use of the industrial property rights and copyrights that is contrary to the agreement, as well as non-compliance with the agreed or assigned level of quality;
•    In the event of proven improper accounting (a discrepancy of more than 10 % in at least 2 cases or, in the event of proven improper accounting in more than 3 cases, independent of the extent of the discrepancy);
•    If the licensee is in default of payment by at least 14 days in three subsequent cases in spite of being reminded in writing;
•    If the licensee has violated the obligation of confidentiality.
The Partner (Licensee) may terminate the Agreement with immediate effect if the Licenser violates an essential contractual obligation to be fulfilled by the Licenser under this Agreement.
On termination of the Agreement, the distribution partner is to discontinue the use and the sale of the study materials of all the training programs as well as of IQ+C’s industrial property rights and copyrights without delay.

Further Consequences of Terminating the Agreement
On termination of the Agreement, the Partner (Licensee) is to
–    Discontinue any use of the IQ+C system without any delay. The Licensee may no longer use the name, the logo, the trademarks or other designations and marks of identification of the IQ+C. The Licensee is to return to the Licenser without delay all documents provided by the Licenser (for example, brochures, IQ+C envelopes, exam sheets, certificates etc.) and all copies made from these and may no longer use brochures, signs, posters etc. that the Licensee made itself and that refer to the objects of the licence. The Licensee is to remove all entries that refer to the IQ+C system, for example in classified directories or telephone books or in the Internet.
–    Keep invoicing and accounting records having to do with the IQ+C concept for a period of at least 5 years and give the Licenser access to them at the Licenser’s request.
–    Transfer all rights of use and national trademark rights and domain rights relating to the IQ+C concept to the Licenser if the Licensee owns such rights.

On termination of the Agreement no claim to reimbursement of payments made by the Licensee to the Licenser arises.

IV.    CONFIDENTIALITY
The distribution partner and its employees and agents undertake to maintain confidentiality with respect to the content of the Agreement and all other documents annexed to or enclosed with the Agreement. The same applies to all IQ+C’s other industrial and business secrets and transmitted know-how. In particular, all information pertaining to the system, the customers, IQ+C or other licences or distribution partners of IQ+C is subject to the obligation of confidentiality. This obligation also continues to apply after the termination of the business relationship arising from the agreement.
Contractual Penalty
In the following events of non-compliance with the requirements for ensuring quality and the reputation of the IQ+C and it’s training concepts and brands, the Licensee has to pay to the Licenser without prejudice to any further claims a contractual penalty in the amount of 5,000 euros in case of:
-    Proven systematic use of unapproved exam sheets, envelopes or documents that formed the basis for proper invoicing
-    Violations of confidential treatment or secrecy of exam and other concept documents,
-    Misuse of logos and trademarks connected with the IQ+C concept in the Internet, newspaper ads or any other medium.
The contractual penalty is not subject to the judge’s right of mitigation. In the event of damage exceeding this amount, the Licensee is to repay this damage.

V.    ASSIGNMENT, SALE OF THE ENTERPRISE
The distribution partner may not transfer the rights and obligations arising from the Agreement to third parties without IQ+C’s prior written approval. Similarly, no assignment of individual rights, leasing, pledge or any other disposition of any kind whatsoever with respect to the business or the company of the distribution partner is admissible without IQ+C’s authorization, unless otherwise explicitly agreed upon in the distribution Agreement

VI.    RESTRICTION ON LIABILITY, SETOFF
IQ+C’s liability for damages is restricted to typical, predictable damages resulting from intent or gross negligence. The same applies if IQ+C culpably infringes an "essential" contractual obligation. For the rest, liability for culpable infringement, with the exception of personal injury, is excluded.
The distribution partner may only offset its own claims against IQ+C’s claims if its counterclaims have been determined by declaratory judgment, are undisputed or have been recognized by IQ+C. The distribution partner is only entitled to a right of retention to the extent that said right is based on the same contractual relationship.

VII.    ADDITIONAL STIPULATIONS FOR THE ACCREDITED LOCATION OF THE PARTNER
1)    Accreditation Fees:
    1st location: 100% of the actual IQ+C Accreditation Fees
    2nd – 5th location: 50% of the actual Accreditation Fees each location
    6th – 10th location: 25% of the actual Accreditation Fees each location
    11th – 20th location: 15% of the actual Accreditation Fees each location

    Universities, Malls and Exhibitions
    Can only be accredited for existing partners
    Accreditation Fees each Unit: 50% of the actual Accreditation Fees
    Price & Process Strategies:
2)    IQ+C approved prices for training; exams; learning materials; merchandising items are binding for all partners; no changes or discounts are allowed
3)    Registration for training and exams and it’s issuing only as approved by IQ+C (either Training & Exam Log or through the planed web application)
4)    Registration and all sales activities must be documented through either forms or through web application; bill and confirmation must be handed out to client
5)    No changes, adaptation or reduction of the approved training and exam processes allowed
6)    No other means of one or more of the accredited IQ+C operation procedures are allowed
7)    Trainer contract to be approved by IQ+C; Trainers of the partner must be accredited by IQ+C in accordance with the announced requirements.

VIII.    ADDITIONAL STIPULATIONS FOR THE E-LEARNING PROGRAMME (CD-ROM, WBT)
IQ+C sends the CD-ROMs to the address of the particular partner passing on the forwarding and freight charges incurring.
IQ+C bears the risk of loss and damage of CD-ROMs until handover to the carrier.
IQ+C guarantees for six month from date of delivery of the object of the agreement that the software is able to function properly provided that the computer system fulfils all requirements needed and the installation was done correctly. The partner will check the functional capability of the object of the agreement after delivery and if a fault appears it will inform IQ+C immediately in writing. A notice of defects is only applicable if reproducible faults are concerned. If defects are to be resolved by IQ+C the partner will undertake all necessary steps in order that IQ+C is enabled to do this.

In the case of defects IQ+C has got the right of resolving them of its own choice, to replace the learning programme or to recompense the purchase price. Other claims in particular claim for damage, business interruption, loss of data and loss of profit are excluded. This exclusion does not apply to damage out of gross negligence or deliberately caused by IQ+C. In the case of damage to persons IQ+C is liable for slight negligence too. This also applies to claims out of indispensable legal regulations of product liability. At all events these claims are restricted to the amount the partner has actually paid, unless stringent regulations provide for something else.

IQ+C is not liable for broken CD-ROMs if this is caused by a deficient computer system of the CD user.
It is known that according to the state-of-the-art failures of the software and material appending to it cannot be excluded. That’s why IQ+C does not take any responsibility that the functions of the software are realizable in all combinations the partner or its clients have selected.
In spite of utter accurateness total completeness and correctness of the content cannot be guaranteed.

Any kind of support concerning the diagnostics and elimination of defects and faults caused by the partner or any corrections, changes and amendments ordered by the partner in writing will be done by IQ+C against allocation of separate remuneration. This also applies to defects arising because of changes of the programme, amendments and other changes done by the partner itself or third parties attributable to the partner or software components of the partner contaminated by a computer virus.   

IQ+C is liable vis-à-vis the clients of its partner for its products according to the terms of the licence agreement effective at the date of delivery. The partner will inform its clients about these terms.