Part A – General Terms and Conditions for all Customers
Part A applies equally to consumers and entrepreneurs. Part B additionally applies to consumers, Part C additionally applies to entrepreneurs.
§ 1 Scope, Contracting Parties, Customer Status
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Hello Digital GmbH, Lobeckstraße 30-35, 10969 Berlin, Germany (hereinafter "Provider"), and the customer concluded via the platform "HDNA Programme" (hereinafter "Platform").
(2) A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession (Section 13 of the German Civil Code, BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding the contract, acts in the exercise of their trade, business or profession (Section 14 BGB).
(3) During the ordering process, the customer states whether they conclude the contract as a consumer or as an entrepreneur. This statement must be truthful. Persons who are only just taking up a self-employed or commercial activity (start-up founders) act as entrepreneurs within the meaning of Section 14 BGB.
(4) Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless the Provider expressly agrees to their application in text form. This also applies if the Provider performs the service without reservation while being aware of such terms.
(5) The version of these GTC valid at the time the contract is concluded is decisive. The customer can access, save and print the GTC on the Platform at any time.
§ 2 Subject Matter of the Contract and Scope of Services
(1) Via the Platform, the Provider offers:
a) individual advisory (coaching) services on entrepreneurial, business and organisational questions of the customer, in the form of individual or group sessions held via video conference (hereinafter collectively "Coaching");
b) digital content and digital services, in particular working materials, templates, analyses, recordings and access to closed member areas (hereinafter "Digital Content").
(2) Coaching is predominantly delivered through bidirectional, synchronous real-time communication. During the sessions, the customer can put questions directly to the advisor at any time. Advice is provided on a needs basis according to the customer's specific question; a prescribed curriculum as well as monitoring or assessment of learning outcomes are not part of the contract.
(3) The specific content, scope, number and duration of the sessions as well as the form of delivery result exclusively from the respective service description on the Platform in the version valid at the time of the order. Statements in advertising materials, blog posts, webinars or social media content do not give rise to any entitlement to services.
(4) The Provider is entitled to have the services performed by professionally qualified employees or appointed third parties. There is no entitlement to performance by a specific person unless expressly agreed.
(5) The Provider is entitled to change the content of the services to a reasonable extent, provided that the change is reasonable for the customer, taking into account the Provider's interests, and does not jeopardise the purpose of the contract.
§ 3 Distinction from Regulated Activities, No Guarantee of Success
(1) The advisory services are services within the meaning of Sections 611 and 675 BGB. The Provider owes the professional and diligent performance of the agreed service, but not a specific result. An economic, entrepreneurial or personal success, in particular a specific turnover, profit, customer acquisition or market position, is neither owed nor guaranteed.
(2) The following are not part of the services:
(3) Where legal, tax or financial topics are touched upon in the course of the advice, these are general, non-binding remarks for the purpose of business classification. They do not replace advice from the respective qualified professionals. The customer is advised to obtain appropriate professional advice before implementation.
(4) All entrepreneurial decisions are made by the customer on their own responsibility. Responsibility for implementing recommendations and for assessing their suitability in the specific case lies with the customer.
§ 4 Registration and User Account
(1) Use of the services offered via the Platform requires the creation of a user account. There is no entitlement to registration.
(2) Only natural persons with full legal capacity who have reached the age of 18, as well as persons authorised to represent companies, may register.
(3) The customer must provide the requested data completely and truthfully and keep it up to date for the duration of the contract.
(4) The customer must keep their access data secret and protect it from access by third parties. The customer shall inform the Provider without undue delay if there are indications of misuse.
(5) The Provider may temporarily suspend the user account if there is a concrete suspicion of a significant breach of these GTC or of statutory provisions. The suspension is lifted as soon as the suspicion has been dispelled.
§ 5 Conclusion of the Contract
(1) The presentation of the services on the Platform does not constitute a binding offer, but a non-binding invitation to submit an offer.
(2) The customer submits a binding offer by completing the ordering process (check-out) and clicking the button labelled "Pay".
(3) Before submitting the order, the customer can view, change and correct their entries using the "Back / Edit" functions.
(4) The Provider confirms receipt of the order without undue delay by email. This confirmation of receipt does not constitute acceptance unless acceptance is declared therein at the same time.
(5) The contract is concluded as soon as the Provider expressly declares acceptance, activates access or confirms the booked package, and at the latest when performance of the service begins. If the Provider does not accept the offer within 5 working days, the customer is no longer bound; any payments already made will be refunded without undue delay.
(6) The Provider sends the customer the contract confirmation, including these GTC, on a durable medium by email; for consumers, this is done in accordance with Section 312f BGB, including the cancellation policy and the model cancellation form.
(7) The contract language is German. The contract text is stored by the Provider and made available to the customer for retrieval in the user account.
§ 6 Prices and Payment Terms
(1) The prices stated on the Platform at the time of the order apply. For consumers, prices are stated as final prices including statutory VAT (Section 1 of the German Price Indication Ordinance, PAngV). For entrepreneurs, § 21 additionally applies.
(2) The following payment methods are available: credit card, Apple Pay, Google Pay and invoice. The Provider reserves the right to exclude individual payment methods in individual cases.
(3) Unless otherwise agreed, the remuneration is due immediately and in full upon conclusion of the contract.
(4) In the event of late payment, the Provider is entitled, after a prior reminder setting a reasonable deadline, to suspend access to Digital Content until the outstanding amount has been settled.
(5) The customer may only set off claims that are undisputed or have been finally established by a court. The customer is only entitled to a right of retention insofar as it is based on the same contractual relationship.
(6) Invoices are provided electronically as PDF by email or for retrieval in the user account.
§ 7 Appointments, Rescheduling and Cancellation
(1) Appointments are agreed via the booking function of the Platform or in text form.
(2) The customer may cancel or reschedule an agreed appointment free of charge in text form up to 48 hours before the agreed start (Saturdays and Sundays are not counted when calculating this period).
(3) If the customer cancels later or does not attend, the Provider remains entitled to remuneration pursuant to Section 615 BGB; the Provider must allow for what it saves or otherwise acquires as a result of the service not being performed. The customer retains the right to prove that the Provider has suffered no loss or a substantially lower loss.
(4) If the Provider is unable to keep an appointment for good cause, it shall inform the customer without undue delay and offer at least 2 alternative appointments. If no agreement is reached, the customer may reclaim the pro-rata remuneration.
(5) The customer is responsible for the technical requirements on their side, in particular a stable internet connection and functioning hardware and software.
§ 8 Customer's Duties to Cooperate
(1) The customer shall provide the Provider with the information, figures and documents required for the advice in a timely, complete and accurate manner. The Provider is not obliged to verify the accuracy and completeness of the information provided unless there is a specific reason to do so.
(2) Delays or additional effort resulting from incomplete, late or inaccurate information from the customer are not borne by the Provider.
(3) Audio or video recordings of the Coaching sessions are expressly prohibited.
(4) The customer shall refrain from any actions that impair the functionality of the Platform, as well as from unlawful, offensive or discriminatory contributions in group formats or member areas.
§ 9 Rights of Use to Digital Content
(1) The Provider grants the customer a simple, non-transferable and non-sublicensable right to use the Digital Content provided. Consumers may use the content for their own private purposes; entrepreneurs may use it for their own internal business purposes. Unless otherwise agreed, the right of use is limited to the term of the contract.
(2) In particular, the following are not permitted:
(3) If the customer culpably and materially breaches paragraph 2, the Provider may suspend access after a prior warning and terminate the contract for cause. Claims for damages remain unaffected.
(4) All trademark, copyright and other intellectual property rights in the Platform and its content remain with the Provider or the respective rights holders.
§ 10 Confidentiality
(1) The Provider treats all business and personal information of the customer that becomes known in the course of the advice as confidential and does not disclose it to third parties without consent. This does not apply where there is a statutory duty of disclosure or where the information is publicly known.
(2) The customer is advised that the Provider, unlike lawyers, tax advisors or auditors, has no statutory right to refuse to testify and that its documents are not protected from seizure.
(3) In group formats, the customer undertakes to treat information about other participants as confidential.
(4) The duty of confidentiality continues for 3 years after the end of the contract. Statutory provisions on the protection of trade secrets (German Trade Secrets Act, GeschGehG) remain unaffected.
§ 11 Contract Term and Termination
(1) Contracts for individual advisory services or individual Digital Content end upon complete performance of the service.
(2) In the case of continuing obligations, the contract is extended indefinitely after expiry of the minimum term unless it is terminated with one month's notice to the end of the term. After the extension, the consumer may terminate at any time with one month's notice (Section 309 No. 9 BGB). Termination may be declared via the termination button pursuant to Section 312k BGB.
(3) The right of both parties to terminate for cause remains unaffected. For the Provider, good cause exists in particular in the event of material breaches of § 8 or § 9 and in the event of late payment of more than 30 days despite a reminder.
(4) Upon termination of the contract, the right of access to the Digital Content expires. The customer is advised to back up materials made available for download in good time.
§ 12 Availability of the Platform
(1) The Provider endeavours to ensure that its offering "HDNA Programme" (Platform) is available with as little interruption as possible, but does not owe uninterrupted availability.
(2) Maintenance work is scheduled during low-usage periods where possible and announced in advance where foreseeable.
(3) Excluded are periods during which the Platform is unavailable due to circumstances beyond the Provider's control, in particular force majeure and disruptions of third-party telecommunications networks.
§ 13 Data Protection
The Provider processes personal data in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details can be found in the privacy policy, available at hellodigital.com/legal/data-privacy.
Part B – Supplementary Provisions for Consumers
Part B applies exclusively to customers who conclude the contract as consumers within the meaning of Section 13 BGB. In the event of conflicts with Part A, Part B prevails.
§ 14 Scope of Part B
The following provisions apply additionally and with priority to consumer contracts. For entrepreneurs, Part C applies instead.
§ 15 Right of Cancellation for Consumers
(1) The consumer (i.e. a natural person who makes the contractual declaration for purposes that are predominantly outside their trade, business or profession) has a right of cancellation in accordance with the statutory provisions and in accordance with the cancellation policy in Annex 1.
(2) The consumer may cancel a contract concluded with Hello Digital GmbH within 14 days from the day the contract is concluded without giving any reason.
(3) To exercise the right of cancellation, the consumer must inform the Provider of their decision to cancel the contract by means of a clear statement (e.g. by letter or email). The consumer may also use the model cancellation form attached at the end of these terms and conditions.
(4) To meet the cancellation deadline, it is sufficient for the consumer to send the notice of exercising the right of cancellation before the cancellation period has expired.
(5) If the consumer cancels a contract, the Provider shall reimburse all payments received from the consumer without undue delay and at the latest within fourteen days from the day on which the notice of cancellation was received by the Provider. Where possible, the Provider uses the same means of payment for the reimbursement that the consumer used for the original transaction. The consumer will not incur any costs as a result of the reimbursement, even if the Provider should use a different means of payment.
§ 16 Rights in Case of Defects in Digital Products
(1) Sections 327 et seq. BGB apply to the provision of digital content and digital services to consumers.
(2) In the event of defects, the consumer is entitled to the statutory rights, in particular subsequent performance, termination of the contract, price reduction and damages in accordance with § 17.
(3) During the provision period, the Provider supplies the updates necessary to keep the digital product in conformity with the contract and informs the consumer thereof (Section 327f BGB).
(4) Changes to the digital product beyond what is necessary to maintain conformity with the contract are made only under the conditions of Section 327r BGB.
§ 17 Liability towards Consumers
(1) The Provider is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, under an assumed guarantee, and under the German Product Liability Act.
(2) In the event of a slightly negligent breach of a material contractual obligation, the Provider's liability is limited to the foreseeable damage typical for the contract at the time of conclusion. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose observance the consumer may regularly rely.
(3) Any further liability is excluded. The statutory limitation periods apply.
(4) The limitations of liability also apply in favour of the Provider's legal representatives, employees and vicarious agents.
§ 18 Consumer Dispute Resolution
The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board (Section 36 of the German Consumer Dispute Resolution Act, VSBG).
§ 19 Choice of Law and Jurisdiction
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. This choice of law applies only insofar as it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the state in which they have their habitual residence (Article 6 (2) Rome I Regulation).
(2) The statutory places of jurisdiction apply to actions against the consumer. No agreement on jurisdiction is made.
Part C – Supplementary Provisions for Entrepreneurs
Part C applies exclusively to customers who conclude the contract as entrepreneurs within the meaning of Section 14 BGB, as legal entities under public law or as special funds under public law. In the event of conflicts with Part A, Part C prevails.
§ 20 Scope of Part C, No Right of Cancellation
(1) The provisions of Part B do not apply to entrepreneurs.
(2) Entrepreneurs have no statutory right of cancellation. Sections 312 et seq. BGB on special forms of distribution and Sections 327 et seq. BGB on consumer contracts for digital products do not apply. Start-up founders and sole traders act as entrepreneurs. They therefore have no right of cancellation.
§ 21 Prices, Payment, Default
(1) For entrepreneurs, all prices are net prices plus the applicable statutory VAT. Invoices are due for payment without deduction within 14 days of receipt.
(2) In the event of late payment, the entrepreneur owes default interest of nine percentage points above the base rate as well as a flat fee of 40 euros (Section 288 (2) and (5) BGB). The right to claim further damages is reserved.
(3) For expenses that go beyond the agreed service and are caused by the customer, the Provider is entitled to demand separate remuneration at a customary hourly rate for comparable services, provided the customer was informed of the additional costs in advance.
§ 22 Non-Performance and Limitation
(1) The general provisions of the law of obligations apply to the provision of Digital Content to companies.
(2) Claims of the entrepreneur due to breaches of duty become time-barred twelve months after the statutory commencement of the limitation period. This does not apply to claims based on intent or gross negligence, injury to life, body or health, a guarantee, the German Product Liability Act, or in the cases of Section 438 (1) No. 2 and Section 634a (1) No. 2 BGB; in these cases, the statutory periods apply.
(3) The entrepreneur must give notice of apparent defects in the service in text form without undue delay, and at the latest within 2 weeks of performance.
§ 23 Liability towards Entrepreneurs
(1) The Provider is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, under an assumed guarantee, and under the German Product Liability Act.
(2) In the event of a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical for the contract at the time of conclusion, but not exceeding the amount of the net remuneration agreed for the affected order per claim.
(3) Liability for lost profits, unrealised savings, indirect damage and consequential damage is excluded in cases of slight negligence.
(4) The Provider is not liable for the customer's entrepreneurial decisions and their economic consequences, nor for the achievement of an economic success sought by the customer. Paragraphs 1 and 2 remain unaffected.
(5) The limitations of liability also apply in favour of the Provider's legal representatives, employees and vicarious agents.
§ 24 Term and Termination
(1) Continuing obligations with entrepreneurs are extended by three months at a time after expiry of the minimum term unless terminated in text form with three months' notice to the end of the respective term.
(2) The termination button pursuant to Section 312k BGB is not available to entrepreneurs; termination must be sent in text form to kuendigung@hellodigital.com or alternatively by post to Hello Digital GmbH, Lobeckstrasse 30-35, 10969 Berlin, Germany.
§ 25 Choice of Law, Jurisdiction, Place of Performance
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship is the Provider's registered office. The Provider is also entitled to bring an action at the customer's general place of jurisdiction (Section 38 of the German Code of Civil Procedure, ZPO).
(3) The place of performance for all services is the Provider's registered office.
(4) The customer may only assign claims arising from this contract to third parties with the Provider's prior consent in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.
Part D – Final Provisions
Part D applies to all customers.
§ 26 Amendments to these GTC
(1) The Provider may amend these GTC for contracts with ongoing performance insofar as this is necessary to adapt to a change in the legal situation or case law, to remedy disruptions of equivalence or to introduce new functions, and provided the customer is not unreasonably disadvantaged thereby.
(2) The Provider notifies the customer of the amended terms in text form at least six weeks before they take effect and separately points out the right to object, the deadline and the consequences of failing to object.
(3) If the customer does not object within six weeks of receipt of the notification, the amendments are deemed approved. If the customer objects, either party may terminate the contract with effect from the planned effective date.
§ 27 General Final Provisions
(1) Declarations within the scope of this contractual relationship must be made in text form unless a stricter form is prescribed by law.
(2) There are no side agreements. Amendments and supplements to this contract must be made in text form; this also applies to the waiver of this form requirement.
(3) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provisions.
Annex 1: Cancellation Policy (consumers only)
Right of cancellation
You have the right to cancel this contract within fourteen days without giving any reason.
The cancellation period is fourteen days from the day the contract is concluded.
To exercise your right of cancellation, you must inform us
Hello Digital GmbH
Lobeckstraße 30-35
10969 Berlin, Germany
Email: widerruf@hellodigital.com
of your decision to cancel this contract by means of a clear statement (e.g. a letter sent by post or an email). You may use the attached model cancellation form for this purpose, but this is not mandatory.
To meet the cancellation deadline, it is sufficient for you to send your notice of exercising the right of cancellation before the cancellation period has expired.
Consequences of cancellation
If you cancel this contract, we shall reimburse all payments we have received from you without undue delay and at the latest within fourteen days from the day on which we received the notice of your cancellation of this contract. For this reimbursement, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this reimbursement.
If you requested that the services begin during the cancellation period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you inform us of the exercise of the right of cancellation with respect to this contract, compared with the total scope of the services provided for in the contract.
Premature expiry of the right of cancellation
In the case of a contract for the provision of services, your right of cancellation expires prematurely if we have fully performed the service and only began performing the service after you gave your express consent and at the same time confirmed your knowledge that you lose your right of cancellation upon complete performance of the contract by us.
In the case of a contract for the supply of digital content not supplied on a tangible medium, your right of cancellation expires prematurely if you have expressly agreed that we begin performance of the contract before the cancellation period has expired, you have confirmed your knowledge that you lose your right of cancellation by giving your consent once performance of the contract begins, and we have provided you with a confirmation of the contract.
Annex 2: Model Cancellation Form
(If you wish to cancel the contract, please complete this form and return it to us.)
To
Hello Digital GmbH
Lobeckstraße 30-35
10969 Berlin, Germany
Phone: +49 30 40365875
Email: widerruf@hellodigital.com
I/We (*) hereby cancel the contract concluded by me/us (*) for the purchase of the following goods (*) / the provision of the following service (*)
_______________________________________________
Ordered on (*) / received on (*): _______________________
Name of consumer(s): _______________________
Address of consumer(s): _______________________
Signature of consumer(s) (only if this form is notified on paper)
Date: _______________________
(*) Delete as appropriate.