General Terms and Conditions

1. Scope

1. These General Terms and Conditions ("Terms") apply to all contracts between DevNinjas GmbH ("we", "us") and our customers regarding:
   • public workshop seats,
   • corporate workshops,
   • consulting, audit and service work,
   • other project-related services in the areas of private cloud, Kubernetes, DevOps and platform engineering.
2. These Terms apply to business customers and consumers, unless a clause expressly states otherwise.
3. Service Contracts with ongoing support (e.g. 3/6/12 months) are offered exclusively to business customers unless expressly agreed otherwise.
4. Individual agreements in offers, order confirmations, statements of work, framework agreements or addenda take precedence over these Terms.

2. Contracting Party, Partner Bookings and Inclusion of These Terms

1. The contracting party is DevNinjas GmbH.
2. If mediation or booking handling is done via partners (e.g. training partners/resellers), the following applies:
   • If the end customer contracts directly with us, these Terms are incorporated into that customer contract.
   • If the partner contracts with us, these Terms apply only if explicitly agreed with that partner (e.g. framework agreement, addendum, offer, or booking confirmation with explicit consent).
3. Conflicting or supplementary terms of the customer or partner apply only if we have expressly agreed to them in text form.

3. Contract Formation

3.1 Public Workshop Bookings (e.g. via website/email)

1. The presentation of services and dates does not constitute a binding offer.
2. By submitting a booking (e.g. web form, email), the customer makes a binding offer.
3. The contract is formed only when we accept the offer by booking confirmation in text form (e.g. email).
4. We may reject offers in particular in cases of overbooking, capacity limits, schedule changes or other objective reasons.

3.2 Corporate Workshops, Consulting and Custom Services

1. Inquiries via forms, email or phone are non-binding.
2. A contract is formed through our order confirmation in text form or by mutual acceptance of an offer/statement of work.

4. Scope of Services and Service Delivery

1. The exact scope of services is defined by the offer, order confirmation, service description or statement of work.
2. Services may be delivered online, on-site, hybrid or asynchronously.
3. We may use qualified employees and suitable subcontractors/instructors to deliver services.
4. Workshop materials, documentation and other materials may be provided digitally.
5. Unless expressly agreed otherwise, we do not owe a specific economic success, KPI target or 24/7 availability.
6. For online formats, we determine the tools/platforms used unless otherwise agreed; the customer remains responsible for internal compliance approval.
7. Where we provide the DevNinjas Dojo, it is generally provided as a training/lab environment subject to section 11.

5. Prices, VAT and Payment

1. Agreed prices apply.
2. For business customers, prices are net plus applicable statutory VAT unless expressly stated otherwise.
3. If consumers book, legally required price disclosures are shown in the booking process/offer.
4. Unless agreed otherwise, invoices are due within 14 calendar days from invoice date without deduction.
5. We may additionally offer online payment methods (e.g. credit card, SEPA, payment providers such as Stripe/PayPal). Available payment methods and any different due dates are shown during checkout.
6. In case of payment default, statutory default rules apply.
7. Set-off/retention (business customers): The customer may set off only undisputed or legally established claims. A right of retention exists only for claims arising from the same contractual relationship.
8. Set-off/retention (consumers): Consumers may set off and exercise rights of retention to the extent permitted by law.

6. Travel and Incidental Costs

1. For on-site services, travel and incidental costs are charged additionally unless otherwise agreed.
2. Car travel: EUR 0.50 per kilometer driven (round trip).
3. Rail/flight/public transport, hotel and other incidental costs: billed at actual cost against proof unless a lump sum is agreed.
4. Travel time (business customers): If on-site services are agreed, travel time may be billed at 50% of the agreed hourly rate unless otherwise agreed.
5. Advance approval: If travel costs are not already included/approved in the offer, we obtain prior approval if foreseeable additional travel/incidental costs are likely to exceed EUR 800 net per trip and per consultant or exceed an agreed travel budget by more than 20% (where organizationally feasible).
6. In short-notice assignments and during trade fairs/events/high-load periods, increased actual costs are reimbursable; we will inform in advance where possible.

7. Customer Cooperation Duties

1. The customer provides all information, access, contacts and decisions required for service delivery in due time.
2. For online formats, the customer ensures suitable technical prerequisites for participants (e.g. stable internet connection, audio, where applicable software/VPN).
3. Delays or additional effort caused by missing or delayed cooperation are borne by the customer and may be charged separately based on effort.
4. The customer ensures it is authorized to provide data/logs/accounts and does not infringe third-party rights.

8. Public Workshops and Training

8.1 Minimum Participants and Delivery Guarantee

1. Public workshops are generally run with a minimum of 3 participants.
2. If the minimum participant number is not reached, we may cancel the workshop no later than 7 calendar days before start. Fees already paid for the affected workshop are refunded; further claims exist only according to the liability provisions.
3. Independently, we may run workshops with fewer participants at our discretion. This does not create any entitlement to run future dates.
4. A delivery guarantee exists only if the specific workshop date is expressly marked as "delivery guarantee" in the service description.

8.2 Certificate of Participation and Open Badge

1. After successful participation, we issue a certificate of participation (PDF).
2. In addition, depending on the booked service, we may provide a digital badge/proof of achievement (e.g. "Open Badge").
3. There is an entitlement to an Open Badge only if this is provided in the respective offer/checkout process and booking is made directly through us (not for pure partner/reseller bookings unless otherwise agreed).
4. If an external service is used to issue the badge, transmission of necessary data (e.g. name, email address, workshop title) may be required.

8.3 Practice Exercises and Quizzes

1. Practice exercises, sample solutions and quizzes generally serve to deepen understanding and self-assessment of participants.
2. Unless expressly agreed as an exam/certification, practice exercises and quizzes do not constitute a formal exam or certification.

8.4 Conduct, Recordings and Use of Content

1. Participants may not record, stream, photograph or otherwise reproduce workshops (in whole or in part) without our prior consent. This applies in particular to audio/video recordings and screen recording.
2. In case of significant disruption, misuse or violations of these rules, we may exclude participants after prior warning; in case of culpable behavior there is no right to refund.

8.5 Photos for PR/Marketing Purposes

1. Photo and video recordings by us for marketing/PR purposes (e.g. website or social media publication) are made only on the basis of a separate consent by the affected person.
2. Consent is voluntary and can be withdrawn at any time with effect for the future.

9. Rescheduling, Cancellation and No-Show

1. Rescheduling and cancellations must be made in text form. Receipt by us is decisive.
2. For public workshops and corporate workshops, we are entitled, but not obliged, to charge the following cancellation flat fees:
   • up to 30 calendar days before service start: 0%,
   • 29 to 15 calendar days before service start: 30%,
   • 14 to 7 calendar days before service start: 60%,
   • from 6 calendar days before service start: 100%.
3. In case of no-show (non-attendance without timely cancellation), 100% of the agreed remuneration may be charged.
4. A substitute participant may be named up to service start at no additional cost, provided they are professionally suitable.
5. In case of unforeseeable illness, the no-show rule may be waived if the absence is reported immediately and suitable proof is provided upon request.
6. Already incurred and non-cancellable third-party and travel costs may be charged additionally.
7. Consumers may prove that we incurred no damage or substantially lower damage.
8. Mandatory statutory consumer rights (in particular withdrawal rights where applicable) remain unaffected.

10. Schedule Changes and Cancellations by DevNinjas

1. We may postpone or cancel services for objective reasons, in particular:
   • illness or failure of instructors,
   • force majeure,
   • technical or organizational obstacles,
   • overbooking or unavailable capacity.
2. We will inform the customer without undue delay and, where possible, offer an alternative date or equivalent substitute service.
3. If no substitute service can be provided, fees already paid for the affected service are refunded.
4. Further claims are governed by the liability provisions in these Terms.

11. DevNinjas Dojo (Learning and Lab Environment) and Learning Platform Subscription

11.1 DevNinjas Dojo as Training/Lab Environment

1. If agreed or required to run a workshop, we provide participants with the DevNinjas Dojo as a browser-based lab environment.
2. The Dojo is exclusively for training/lab purposes in connection with the booked service. Productive use is excluded.
3. The customer/participant must not process unlawful content in the Dojo and, unless expressly agreed otherwise, must not upload special categories of personal data or confidential production data.
4. We may technically limit use (e.g. contingents/quotas, access windows), reset environments or block access in case of abusive use, insofar as required to ensure operations or enforce legal rights.
5. If the Dojo is based on third-party infrastructure or services, their availability and technical conditions may affect operations. A specific availability (e.g. 24/7) is owed only if expressly agreed.

11.2 DevNinjas Dojo Learning Platform Subscription (if offered)

1. If we offer a DevNinjas Dojo Subscription (digital learning platform), it is provided as a separately bookable service. Scope, prices, term, termination rules and any supplementary terms are set out in the relevant offer/checkout process.
2. If supplementary terms apply to the learning platform subscription, they take precedence over these Terms in case of conflict.
3. Note: Depending on the specific design (e.g. asynchronous learning content, assignments, accompanying Q&A/community formats), additional legal requirements may apply. Details are governed by the respectively valid special terms.

12. Service Contracts (Ongoing Support)

1. The specific scope (e.g. communication channels, ticket processing, 1:1 sessions, response windows, contingents) is defined in the respective service model/offer.
2. Unless expressly agreed otherwise, there is no entitlement to specific response times, availabilities or SLAs; in particular there is no 24/7 availability.
3. Fair use / reasonable use: If a model provides for use under "fair use", this requires usage proportionate to the agreed remuneration. In case of exceptionally high or abusive use, we are entitled, after prior alignment, to charge additional services separately or propose an adjustment of the service model.
4. Expiry / no carry-over: Unused contingents/service units expire at the end of the respective billing period unless expressly agreed otherwise. Carry-over to subsequent months is excluded.
5. Term and termination: a) The minimum term is agreed in the individual contract as 3, 6 or 12 months. b) After the minimum term, the contract automatically renews for periods of 3 months unless terminated in text form with 1 month's notice to the end of the respective term. c) The right to terminate for cause remains unaffected.

13. Consulting, Audit and Project Services (Additional Rules)

1. Changes/change requests: Changes to the agreed scope must be agreed in text form. If a change leads to additional effort, we are entitled to charge it based on the agreed hourly/daily rate or according to a change order.
2. Acceptance (especially business customers): If work-contract services or deliverables subject to acceptance are agreed (e.g. audit report, architecture concept, IaC deliverables), the following applies unless otherwise agreed: a) The customer reviews deliverables without undue delay, no later than 10 business days after handover, and reports any material defects in text form. b) If no defect notice is received within this period, deliverables are deemed accepted, provided the customer is a business customer.
3. Revision cycles: If included in the offer, up to 3 revision cycles are included for one deliverable/document subject to acceptance. Additional revisions or content extensions are charged based on effort.
4. Cooperation for system access: If implementation requires access to customer environments, the customer provides this in due time and ensures required internal approvals.

14. Rights of Use in Materials, Software and Deliverables

1. All rights in provided materials, training content, concepts, documentation and other deliverables remain with us unless expressly agreed otherwise.
2. Subject to full payment, the customer receives a simple, non-exclusive, non-transferable right of use for its own internal purposes to the extent required for contract performance.
3. Any transfer, publication, reproduction or commercial exploitation beyond the contractual purpose is not permitted without our prior consent.
4. Project code/deliverables: If we deliver code, scripts or infrastructure as code, the following applies: a) For pre-existing components, tools, frameworks, templates, libraries and know-how ("Background IP"), we grant only those rights required for contractual use. b) Exclusive transfer/assignment of rights occurs only if expressly agreed in the individual contract.
5. Open-source components: If deliverables contain open-source components, their license terms apply additionally.

15. References and Use of Customer Name/Logo

1. Reference naming (business customers): We may name business customers as references (name/company, where applicable industry and project category in general form, without confidential details) on our website and in presentations.
2. The customer may object to reference naming at any time in text form. In case of objection, we will refrain from future reference naming; already produced materials will be adjusted with the next update, at the latest within a reasonable period.
3. Confidentiality/NDA prevails: If specific confidentiality agreements exist or legitimate customer interests prevail, we refrain from reference naming accordingly.
4. Customer logos/trademarks: Use of customer logos/trademarks is permitted only where the customer provides them for use or expressly approves use in text form.

16. Data Protection and Confidentiality

1. Information on processing personal data is available in our privacy policy.
2. Both parties keep confidential information of the other party confidential and use it only for contract performance.
3. Where we process personal data on behalf of the customer, the parties conclude a data processing agreement (DPA) where required.

17. Consumer Right of Withdrawal (Only Where Applicable)

1. Consumers generally have a statutory right of withdrawal for distance contracts and contracts concluded outside business premises.
2. Whether and to what extent a withdrawal right exists in the individual case (e.g. due to statutory exceptions) is governed by applicable law.
3. Where a withdrawal right exists, the following withdrawal information applies.

Annex: Withdrawal Information (for Consumers)

Right of withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the date of conclusion of the contract.

To exercise your right of withdrawal, you must inform us (DevNinjas GmbH, Mont-Cenis-Strasse 399, 44627 Herne, Germany, Email: info@devninjas.io) by means of a clear statement (e.g. a letter sent by post or an email) of your decision to withdraw from this contract. You may use the model withdrawal form below, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient that you send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal
If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and at the latest within fourteen days from the day on which we receive notice of your withdrawal from this contract. For this reimbursement we will use the same means of payment that you used for the initial transaction, unless expressly agreed otherwise with you.

If you requested that services begin during the withdrawal period, you shall pay us an amount proportionate to what has been provided until you informed us of the exercise of the right of withdrawal with regard to this contract, compared to the full scope of services provided for in the contract.

18. Warranty and Liability

1. We are liable without limitation in cases of intent and gross negligence, and in case of injury to life, body or health.
2. In case of slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to foreseeable damage typical for this type of contract.
3. Liability under the German Product Liability Act remains unaffected.
4. Otherwise, liability is excluded to the extent permitted by law.
5. We are not liable for failures, delays or restrictions originating in the customer's sphere or from third-party services outside our control.
6. The customer is responsible for reasonable backups and security measures in its own sphere where required and reasonable to avoid damage.

19. Consumer Dispute Resolution

We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

20. Final Provisions

1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless mandatory consumer protection provisions state otherwise.
2. If the customer is a merchant, legal entity under public law or special fund under public law, place of jurisdiction is our registered office.
3. Should individual provisions of these Terms be invalid in whole or in part, the validity of the remaining provisions remains unaffected. Statutory provisions replace the invalid provision.