RECITALS

These and Conditions exclusively govern the access to and use of the Competence Club provided by ROSEN to LICENSEE. By using or participating in the Competence Club or attending trainings, you agree to be bound with the following Terms and Conditions of use.

Competence Club is a cloud-based Web Service which offers Trainings and Webinars with an emphasis on Pipeline and Asset Integrity alongside internationally established standards and principles. Strict adherence to the principles and standards trained and conveyed by Competence Club during daily work is highly recommended but does not guarantee error or incident-free working. ROSEN points out, that trainings and qualifications conveyed with Competence Club may not meet internationally accepted and established Standards and Methodologies of Pipeline and Integrity Business. Therefore work on Assets like Tanks and Pipelines in accordance with the principles and manners trained by Competence Club does not replace the need for SOUND engineering judgment and always is a case by case decision. LICENSEE shall not SOLELY rely on the TRAININGS OF COMPETENCE CLUB AND MAY NEED TO INVOLVE EXTERNAL EXPERTS IF NECESSARY.

1. DEFINITIONS

“Credentials” shall mean any Token or password handed over to the Licensee for login to and use of the Licensed Material

“Intellectual Property”(IP) or Intellectual Property Rights shall mean any and all intellectual property of whatever nature and in whatever form (including, but not limited to, invention, patents, trademarks, registered designs, rights in domain names, pending applications for any of the foregoing, trade and business names, brand names, unregistered trademarks, unregistered designs and rights in designs, copyright and rights in the nature of copyright, database rights, moral rights, performers rights, rights in know-how, trade secrets and confidential information and all other similar or equivalent industrial, intellectual or commercial rights or property) subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future, and all reversions, renewals and extensions of any of the foregoing, and all rights under licenses, consents, orders, statutes or otherwise in relation to any of the foregoing

“Licensed Material” shall mean the platform software Competence Club which is subject to these Terms and Conditions of use

“Licensee” shall mean any natural person, Enterprise or it’s employees, who has an active subscription with the Competence Club.

“ROSEN” shall mean the Licensor of the licensed material and any entity of the ROSEN group.

“Subscription Period” shall mean the Period of time on which LICENSEE has an active customer relationship with ROSEN either for free or against remuneration beginning with the Order Date of LICENSEE. 

2. GENERAL TERMS 

• These provisions exclusively contain the entirety of the applicable Terms and Conditions of Use. No LICENSEE document shall amend, replace or supplement these Terms and Conditions.
• ROSEN may change of these Terms and Conditions from time to time. These Terms and Conditions can be accessed within the Self Service of Competence Club.

3. PROVISIONS OF THE SERVICE / LICENSING MODEL / PAYMENTS 

• Licensed Material in its basic version will be provided free of charge and without a minimum Subscription period.
• ROSEN provides additional trainings to be booked within the User Interface and to be remunerated separately. The remuneration payable by LICENSEE for those additional trainings depends on the actual price sheet which can be reviewed within the Competence Club.
• Payment of additional trainings can be made via Credit Card.
• Withdrawal from a booked Training is possible without charge up to 10 days before the training takes place. Withdrawal from a training within ten (10) days of the applicable training will not relieve LICENSEE from any payment obligations. For timely withdrawals LICENSEE shall receive a refund via a voucher code.
• ROSEN shall be entitled to cancel a scheduled training due to lack of participants. In such event, LICENSEEs that have booked the training shall remain valid and ROSEN will timely inform LICENSEE about an alternative date of training.
• All fees are strictly net with addition of VAT, as applicable.
• Unless otherwise agreed, all fees shall be invoiced to LICENSEE via E-Mail.

4. INTELLECTUAL PROPERTY PROVISIONS 

• The name Competence Club, all related content, as well as all related trademarks are protected by international copyright and trademark laws.
• LICENSEE shall not be entitled to make copies of the service or training modules in whole or in part without prior consent by ROSEN. LICENSEE shall not try to decompile or reverse engineer the Competence Club or to retrieve any training content, graphics, charts, videos or any other information out of the Competence Club for own business interests or for whatever reasons
  without the explicit written consent of ROSEN.
• LICENSEE shall not use the name COMPETENCE CLUB for similar services.
• Failure to comply with the aforementioned provisions may be prosecuted. Upon breach of the provisions of this section, ROSEN shall be entitled to terminate LICENSEEs access to the Competence Club.
• For all contributions of LICENSEE, either written or verbally expressed, ROSEN shall receive a non-exclusive, non-transferrable right of use for its own business purposes.

5. LICENSEES OBLIGATION FOR SAFE USE 

• All user credentials are individualized and may only be used by the authorized user stated in the purchase order (Named User License) The User Credentials are non-transferable. A simultaneous use of the User credentials by more than one person is strictly forbidden and deemed as a breach of contract. ROSEN in such a case is entitled to block user’s access to the Licensed Material.
• After sign up LICENSEE will receive an initial password. LICENSEE is required to reset the initial password after the first login.
• LICENSEE shall keep its login and password credentials secret and to protect them against unauthorized access by third parties.
• Where necessary, indication of information has to be made truthful in order to serve the best training experience to LICENSEE.
• In the event of any suspicion of misuse by third parties, LICENSEE shall promptly notify ROSEN with all available information to prevent such misuse for the future and to receive new user credentials. As soon as ROSEN is informed about such unauthorized access, ROSEN will block the misused access credentials immediately and will provide LICENSEE a new user credential accordingly.
• LICENSEE is solely responsible for all of its own or foreign content, its uploads onto the Competence Club and guarantees that, inter alia, no trademark or copyrights of third parties are infringed. User is prohibited from uploading any infringing content onto the Competence Club platform that may violate any provision of law, especially right of personality or copyright laws. This also applies to the comment function of Competence Club. If LICENSEE posts infringing content, ROSEN reserves the right to delete the content and to block user from any further use of Competence Club.
• LICENSEE shall ensure that all data he uploads onto Competence Club (Licensed Material) are free of Viruses or Trojan Horses. LICENSEE agrees to indemnify ROSEN for all losses arising out of any Non-Compliance in connection with this section 5.

6. DATA PROTECTION

ROSEN is committed to the protection of personal data in accordance with the provisions of the EU General Data Protection Regulation 2016/679 and ensures to protect personal data accordingly. For provision of Competence Club, ROSEN collaborates with its external service provider Tovuti. The collaboration between ROSEN and Tovuti and all related transfers of personal data have been safeguarded by the applicable Order Data Processing Addendums based on EU standard contractual clauses. For details to the processing of personal data, please see the Privacy Statement of Competence Club in its latest version:
https://www.rosen-group.com/global/company/misc/privacy-policy.html#competence-club

7. LIMITATION OF LIABILITY 

• Competence Club is a platform software which LICENSEE can use on it’s own responsibility. Competence Club serves training functionalities only and cannot replace a technical individual case examination on site. ROSEN therefore shall be liable for losses under the terms of these Terms and Conditions only in accordance with the provisions set out under (a) to (e):

1. ROSEN shall be liable for losses caused in willfulness conduct or with gross negligence by ROSEN, it’s legal representatives or senior executives and for losses caused intentionally by other assistants in performance, in respect of gross negligence of other assistants in performance, ROSEN’s liability shall be as set forth by the provisions of simple negligence in (e) below.
2. ROSEN shall be liable for death, personal injury, or damage to health caused by intent or negligence of ROSEN, its legal representatives or assistants in performance.
3. ROSEN shall be liable for losses of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for ROSEN at the time the warranty came into force.
4. ROSEN shall be liable for losses caused by the breach of its cardinal obligations by ROSEN, its legal representatives or assistants in performance. Cardinal obligations are those which form the essence of the Agreement and are essential for the performance of this contract.
5. ROSEN shall be liable for any data loss only in such cases, if such a data loss would have been unavoidable even if user had implemented appropriate backup measures.

• Any other liability to the maximum permitted by applicable law is hereby excluded to the merits. ROSEN in particular disclaims all liability due to or in connection with the provided training contents. Implementation of the conveyed training content during work on assets does not relief LICENSEE from its obligation to conduct a case by case decision and does not replace the need for engineering judgement.
• Insofar any external links are posted within the Competence Club, ROSEN disclaims any liability in connection with such links.

8. FORCE MAJEURE 

The Parties will be absolved and excused from their respective obligations under these Terms and Conditions to the fullest extent allowed by law, if one Party’s performance is delayed or prevented by any condition or occurrence that is beyond its control including, without limitation, acts of God, fires, explosions, nuclear reactions, pandemics, epidemics, earthquakes, acts of public or foreign enemies, civil disturbances, war and hostilities (whether war is declared or not), invasions, blockades, insurrections, rebellion, revolution, riots, acts of terrorism, strikes, commotion, disorder, lockouts or other industrial disturbances, embargoes, IT-related crisis (e.g. worldwide virus, ransomware), restraints or prohibitions or orders or regulations by any court, board, department, commission, agency or government of any state or country, any arrests or restraints.

In case of Force Majeure, the affected Party shall inform the other Party within seven (7) days OF THE FORCE MAJEURE EVENT FIRST OCCURING. If the affected Party fails to send a Force Majeure Notification to the other Party, it loses the right to refer to these Force Majeure circumstances in THE future. If a default due to an event of Force Majeure continues for more than six (6) months, EITHER Party shall be entitled to cancel these TERMS AND CONDITIONS partly or completely upon written notice to the other Party. All indemnity claims based on partial or complete non-fulfillment of the affected Party obligations caused by an occurrence as aforementioned are excluded and invalid.

9. SUBSCRIPTION TERM

• This Terms and Conditions of Use shall be effective for the duration of the Subscription of LICENSEE to Competence Club.
• Subscription can be terminated for the freemium version at any time and for the paid version once there are no paid trainings outstanding.
• ROSEN shall have the right for extraordinary termination of Subscription for good cause without stating reasons. Good cause shall include but not be limited to breach of the provisions of this by LICENSEE or non Payment by LICENSEEs.

10. FINAL PROVISIONS

• Upon breach of the provisions of these Terms and Conditions ROSEN shall be entitled to block users access to Competence Club.
• These Terms and Conditions of Use shall be governed and construed in accordance with German law with exclusion of the UN Sales convention (United Nations convention on contracts for the internationale sale of goods.Any dispute arising under or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of German courts.
• Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining terms. The Parties shall in such an event be obliged to cooperate in the creation of terms, which achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Terms & Conditions of use.