TERMS AND CONDITIONS FOR THE COMPETENCE CLUB

 

RECITALS

These Terms and Conditions shall exclusively govern the access to and the use of The Competence Club provided by ROSEN to the Member. The Competence Club addresses its learning and educational platform only to enterprises and professionals to enhance their skills and knowledge in the pipeline or asset integrity business. The Competence Club is not intended for private, non-commercial or non-professional purposes and is expressly not available to consumers as defined under German law within the meaning of Section 13 (“Verbraucher”) of the German Civil Code (Bürgerliches Gesetzbuch). By using our Training Material or participating in The Competence Club or attending trainings, you agree to be bound with the following Terms and Conditions.

The Competence Club  has an emphasis on pipeline and asset integrity alongside internationally established standards and principles. Strict adherence to the principles and standards trained and conveyed by the 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 The Competence Club may not suffice 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 the Competence Club does not replace the need for sound engineering judgment and always is a case by case decision.  THE MEMBERS SHALL NOT SOLELY RELY ON THE TRAININGS OF THE COMPETENCE CLUB AND MAY NEED TO INVOLVE EXTERNAL EXPERTS IF NECESSARY.

1. DEFINITIONS

The following words and expressions when capitalized shall have the meanings hereby assigned to them, except where the context requires otherwise. All personal pronouns used herein, whether used in the masculine, feminine, or neuter gender, will include all other genders; the singular will include the plural, and vice versa. Titles and headings used herein are intended for convenience and easier reference only and shall not be considered in interpreting thereof.

“The Competence Club” shall mean a cloud-based learning and education platform focused on pipeline and asset integrity to improve a workforce competence and enhance industry safety.

“Credentials” shall mean a set of digital authentication data consisting of a username and password, which the Member selects when creating his account in order to be able to log in to the site cand use  the Training Material.

“Day” shall mean a calendar day.

“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.

“Member” shall mean any individual, enterprise or its employees, who has an active Subscription with The Competence Club.

“Membership” shall mean a time-based  agreement in which  the Member obtains the right to access and use including but not limited to specific Training Material for a defined period of time, subject to renewal or termination as agreed.

“Membership Term” shall mean the period of time on which the Member has an active customer relationship with ROSEN either for free or against remuneration beginning with the confirmed Order by ROSEN.

“Order” shall mean any request, registration, booking, or other form of purchase or commitment made by the Member to receive access to specific webinars, trainings, or related services offered by ROSEN, whether made via The Competence Club platform, or any other accepted method (if any). Each Order shall constitute a binding agreement between the Member and ROSEN, subject to these Terms and Conditions.

“Party/Parties” shall mean ROSEN and/or the Member individually and collectively.

“ROSEN” or “ROSEN Group” shall mean Rosen Swiss AG and all affiliated entities as the owner of the Training Material. 

“Training Material” shall mean all educational materials, courses, trainings, coaching, resources, and content made available through The Competence Club, including but not limited to video lectures, audio recordings, written materials, presentations, quizzes, assessments, interactive modules, downloadable resources, and any other instructional content.

“Trojan Horse” shall mean any software or code that appears legitimate but is designed to perform unauthorized actions, including enabling unauthorized access, modifying data, or causing harm to the system or network.

“User Interface” shall mean visual and interactive elements of a software application, website, or platform through which a user interacts with digital content or systems, including menus, buttons, icons, forms, and other navigational components.

“Virus” shall mean any piece of malicious code or software program designed to disrupt, damage, or gain unauthorized access to a computer system, software, or data.

 

2. GENERAL TERMS 

• By placing an Order with ROSEN, the Member thereby accepts these Terms and Conditions. Any conflicting additional, supplementary or deviating terms and conditions of the Member shall not be binding to ROSEN, unless ROSEN has expressly agreed to their applicability in writing or has expressly incorporated them into ROSEN’s offer to the Member.

ROSEN may change these Terms and Conditions from time to time. These Terms and Conditions can be accessed within the self-service section of The Competence Club.

 

3. PROVISIONS OF TRAINING MATERIAL / REMUNERATION / PAYMENTS 

• ROSEN endeavours to make the Training Material available on a continuous and disruption-free basis. However, uninterrupted availability cannot be guaranteed due to technical limitations. Accordingly, ROSEN makes no assurances regarding the continuous accessibility or availability of the Training Material. Access to the product or specific features may be restricted –whether in whole or in part, temporarily or permanently– at any time. Moreover, there is no entitlement to the continued provision of any content or functionality. ROSEN reserves the right to modify, update, or discontinue the Training Material or individual features at its sole discretion.
• Offered Training Material by ROSEN is non-binding and subject to change unless expressly designated as binding.
• A contract is concluded when ROSEN confirms Member´s Order electronically or by beginning to provide Training Material. These Terms and Conditions in their current version at the time of conclusion of contract shall apply.
• Training 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 the Member for those additional trainings depends on the actual price sheet which can be reviewed within The Competence Club. All payments for additional trainings are processed through independent third-party payment service providers. By proceeding with a purchase, you acknowledge and agree that the processing of your payment will be subject to the terms, conditions, and privacy policies of the applicable third-party provider. ROSEN is not responsible for any issues arising from or related to the Member’s use of such third-party services, including but not limited to payment processing errors, delays, or disputes.
• Withdrawal from a booked training session is permitted free of charge up to ten (10) Days prior to the scheduled training date. Cancellations made within ten (10) Days of the training date shall not release the Member from their original payment obligations. In the case of timely withdrawals the Member shall receive a refund via a voucher code.
• ROSEN reserves the right to cancel a scheduled training session due to an insufficient number of participants. In such cases, any existing training bookings by the Member shall no longer be binding. ROSEN will inform the Member in a timely manner and offer an alternative training date. Should the Member choose not to accept the alternative date, any fees already paid shall be refunded in full.
• All fees are net amounts and subject to applicable VAT. 
• Unless otherwise agreed, all fees shall be invoiced to the Member via e-mail and be payable within thirty (30) Days without deduction.

 

4. INTELLECTUAL PROPERTY PROVISIONS 

• The name “The Competence Club”, all Training Material and all related content, as well as all related trademarks are protected by international copyright, other intellectual property laws, international treaties and trademark laws. ROSEN reserves all Intellectual Property and all rights not expressly granted in these Terms and Conditions. No rights will be granted or implied by waiver or estoppel.  Rights to access or use the Training Material on a device do not give the Member any right to implement ROSEN patents or other ROSEN Intellectual Property in the device itself or in any other software, devices or tools.
• Depending on the Members individual booking ROSEN grants a simple (non-exclusive) right to use the Training Material solely in accordance with these Terms and Conditions. The Member shall not be authorised to make the Training Material or any part thereof available to unauthorised third parties, to make it publicly accessible, to modify it (especially not to remove, obscure, or suppress logos or brand names of ROSEN), or to use or exploit it in any manner other than as contractually agreed. The right of use shall expire—depending on the booking—either upon the expiry or full consumption of the Training Material, or upon the end of the Membership Term.
• The Member shall not be entitled to make copies of the service or training modules, in whole or in part, without prior written consent by ROSEN. Furthermore, the Member shall not attempt to decompile or reverse engineer, or otherwise extract any training content, graphics, charts, videos, or other information from The Competence Club for their own commercial business purposes or for any other reason, without the explicit written consent of ROSEN.
• The Member shall not use the name The Competence Club in connection with any 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 the Member’s access to The Competence Club.
• For all contributions of the Member, either written or verbally expressed, ROSEN shall be granted a non-exclusive, non-transferrable, and royalty-free right of use for its own business purposes.

 

5. MEMBER’S OBLIGATIONS

• The Member is solely responsible for ensuring that the specified technical minimum requirements (e.g., installed software capable of playing standard video formats, stable broadband internet connection) are met to use the Training Material.
• To sign up for the Competence Club and access the Training Material, the Member must register for an account by providing their full name, a valid email address, and creating a secure password of choice. By registering, the Member agrees to a) provide accurate information, b) maintain account security by maintaining the confidentiality of their password and for all activities that occur under their account, c) to notify ROSEN immediately of any unauthorized use or suspected breach of security; and d) not share with or transfer their account to any other individual.
• ROSEN reserves the right to suspend or terminate the Members account if any information provided is found to be inaccurate, misleading, or in violation of these Terms and Conditions.
• In the event of any suspected misuse by third parties, the Member shall promptly notify ROSEN with all available information to help prevent such misuse and to obtain new user credentials.  Upon being informed of such unauthorised access, ROSEN will immediately block the compromised credentials.
• The Member is solely responsible for all content – whether their own or third-party—,  that they upload to The Competence Club and guarantees, inter alia, no trademark or copyrights of third parties are infringed. The Member is strictly  prohibited from uploading any content to The Competence Club that violates applicable laws, in particular personality or copyright laws. This also applies to the comment section of The Competence Club. In the event the Member uploads infringing content that is unlawful, misleading, malicious, discriminatory, pornographic, sexist, threatening, offensive, defamatory, obscene, unethical, glorifying violence, harassing, unsuitable for minors, racist, immoral, inciting hatred, xenophobic, or otherwise repugnant or objectionable, ROSEN reserves the right to delete the content and to block the Member from any further use of The Competence Club.
• The Member shall ensure that all data he uploads to The Competence Club is free from Viruses, Trojan Horses or other malicious code that could impair or endanger the functionality of The Competence Club or ROSEN´s systems. ROSEN reserves the right to remove or delete any content — temporarily or permanently — without prior notice or explanation, if it is unlawful or violates these Terms and Conditions. The Member agrees to indemnify ROSEN against all legitimate claims asserted by third parties as a result of such violation and indemnify ROSEN for all losses arising out of any non-compliance in connection with this Section 5. ROSEN reserves the right to take appropriate measures to defend against third-party claims and to assert ROSENs own legitimate claims against the Member, including claims for damages and reimbursement of reasonable costs incurred by ROSEN in this regard, to the extent such costs are not reimbursed by third parties (e.g. legal protection insurance).

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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 The Competence Club, ROSEN collaborates with its external service provider . The collaboration between ROSEN and  the service provider 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 The Competence Club in its latest version: https://www.rosen-group.com/en/global/privacy-policy

 

7. LIMITATION OF LIABILITY 

The Competence Club is a platform which the Member may use at their own risk and responsibility. The Competence Club provides Training Material for educational purposes only and cannot replace a technical assessment on site. The Training Material does not constitute legal advice. ROSEN expressly disclaims any responsibility for the Member’s implementation of the content and emphasizes that the Member is solely responsible for conducting their own legal assessment. ROSEN therefore shall be liable under the terms of these Terms and Conditions only in accordance with the provisions set out under (a) to (d):

1. ROSEN shall only be liable for willful misconduct and gross negligence. Liability for simple negligence shall be limited to the value of each Order.
2. Notwithstanding the above, liability is excluded in cases of simple negligence for consequential damages. Consequential damages refer to damages that arise directly or indirectly and as a result of another damage, i.e. in particular loss of use, loss of profit, loss of sales or production, loss of business, financial loss, other consequential damages, etc.
3. Excluded from the limitation of liability in accordance with clauses (a) and (b) is:

• liability for damages resulting from injury to life, body or health which are based on a negligent breach of duty by ROSEN or an intentional or negligent breach of duty by a legal representative or vicarious agent of ROSEN;
• liability for damages arising from the negligent breach of cardinal obligations. Cardinal obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. In such cases, liability shall be limited to the foreseeable damage typical of the Contract.
• liability for damages resulting from the assumption of a guarantee, a procurement risk or from the breach of an expressly agreed fixed delivery date.
• liability for damages based on mandatory statutory liability, in particular under the applicable Product Liability Act.
• liability due to or in connection with the provided training contents. Implementation of the conveyed training content during work on assets shall not relief the Member from its obligation to conduct a case by case decision and does not replace the need for engineering judgement.
• the liability for any external links which may be posted within The Competence Club

        d. ROSEN within the meaning of this liability clause also includes the affiliated companies of the ROSEN Group, as well as their legal representatives and vicarious agent.

 

8. FORCE MAJEURE 

• Force Majeure Event: Force Majeure Events are those events whose effects make it impossible or unlawful for the affected party to perform its obligation in whole or in part, provided that the events or circumstances (i) are beyond the control of the party, (ii) are not attributable to the party, and (iii) could not be avoided, overcome or remedied in whole or in part by the party claiming force majeure using reasonable care.

The Parties shall be absolved and excused from its obligations under these Terms and Conditions and the respective Order to the full extent, if one Party’s performance is delayed or prevented by any condition or occurrence that is beyond its control including, without limitation, natural events, fires, explosions, nuclear reactions, epidemics, pandemics, quarantine (to the extent ordered by applicable public body), 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, Sanctions (Sanctions shall mean any individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time.

Neither Party shall be in default of its respective obligations under these Terms and Conditions and the respective Order which are hindered by Force Majeure; provided, however, that the payment of invoices due and owing hereunder shall in no event be delayed because of a Force Majeure Event affecting the Member. In the event of any such delay due to a Force Majeure Event, the date for performance or delivery shall be extended for a period equal to the time lost by reason of delay. In no event shall the Member have its right to seek any damages for delay of delivery if ROSEN is unable to perform due to a Force Majeure Event.

• Force Majeure Notification: In case of Force Majeure, the affected Party shall inform the other Party within seven (7) Days after any occurrence of such a case, unless this is publicly known via generally accessible sources of information. 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 future.
• Cancellation of Contract: If a default due to an event of Force Majeure continues for more than six (6) months, the Parties shall be entitled to cancel the Order partly or completely upon written notice to the other Party.

All indemnity claims based on partial or complete non-fulfilment of the affected Party obligations caused by an occurrence as aforementioned are excluded and invalid.
 

9. TERM AND TERMINATION

• These Terms and Conditions hall be effective for the duration of the Membership of the Member to The Competence Club.
• ROSEN shall have the right for extraordinary termination of Membership for good cause without stating reasons. Good cause shall include but not be limited to breach of the provisions of this by the Member or non-payment by the Member.

 

10. FINAL PROVISIONS

• Upon breach of the provisions of these Terms and Conditions ROSEN shall be entitled to block users access to The Competence Club.
• These Terms and Conditions  and all contracts concluded in accordance with these Terms and Conditions shall be governed and construed in accordance with German law with exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising under or in connection with these Terms and Conditions and contracts concluded thereunder shall be subject to the exclusive jurisdiction of German courts.
• These Terms and Conditions, together with any written agreements, Order or order confirmations between ROSEN and the Member, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, communications, or agreements, whether oral or written. No amendments, modifications or additions to these Terms and Conditions shall be valid unless made in writing and signed by both Parties. The requirement of written form may only be waived in writing. However, the Parties agree that electronic writing shall be sufficient.
• If any provision or part of a provision of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the legality, validity or enforceability of the remaining terms. .
• Any failure by ROSEN to enforce or require strict compliance with any of the terms, covenants or conditions required by the Terms and Conditions will not constitute a waiver of any of such Terms and Conditions or of ROSEN's right to seek such remedies as it may have for any breach or breaches of such terms, covenants and conditions. Stenographical and clerical errors are subject to correction. If either Party discovers a clerical error it shall promptly notify the other Party of the same.