Impressum
PM Exam Coach Inc. (PMExamCoch.com) is a company registered in the State of New York and owned and managed by:
Dan W. Ryan
PM Exam Coach, Inc.
West Sayville
New York, 11796
United States
Dan W. Ryan has the legal responsibility for this website.
Quick contact:
Terms & Conditions of Business
Per: 14 May 2024
1. Area of Applicability
1.1. These Terms and Conditions of Business apply to all business relations between PM Exam Coach Inc. (hereinafter PM Exam Coach) and its customers. Any Terms and Conditions of the customer will not become an integral part of the agreement, even if PM Exam Coach does not explicitly object to them.
1.2. Unless otherwise stated, these Terms and Conditions of Business become an element of any business contract entered into by PM Exam Coach.
1.3. The version of the Terms and Conditions of Business applicable upon conclusion of the contract shall be relevant.
1.3. Individual contractual agreements shall prevail over these Terms and Conditions of Business.
2. Conclusion of contract
2.1. A contract will be concluded only upon confirmation of agreement by PM Exam Coach. The placement of an order / purchase order by the customer is deemed as an offer to PM Exam Coach for the conclusion of an agreement.
2.2. Any pre-contractual communications made by PM Exam Coach, in particular offers, descriptions, or cost estimates are non-binding Invitations to treat.
2.3. Technical amendments due to technical progress or development are reserved to a reasonable extent. Websites, information sheets, leaflets, etc. are only of informative nature and do not become an integral part of the agreement.
2.4. PM Exam Coach is entitled to involve third parties for the performance of the agreement.
3. Services
3.1. PM Exam Coach renders services according to the relevant individual contractual agreements.
3.2. Unless otherwise agreed, PM Exam Coach provides software solutions in this respect (hereinafter referred to as “software”) and in-person services such as training, coaching, and consulting and grants the rights required for their contractual use in accordance with these Terms and Conditions of Business. The details of the relevant software and services are subject to the individual agreements, the descriptions of products and services, and the price list of the individual products and services.
3.3. To the extent to which this is reasonable for the customer, PM Exam Coach reserves the right to amend or expand their service as far as this is required in order to improve the service and/or allows for and/or this is possible and/or required due to technical progress.
3.4. If services are rendered free of charge, such services can be discontinued at any time without stating reasons unless these services are explicitly specified as integral part of the agreement subject to remuneration.
3.5. PM Exam Coach does not store data for more than the period necessary to do business with the customer.
3.6. Any support services beyond contractual or legal warranty will not be performed, unless an agreement about the nature and extent of the support and its costs has been fixed in writing.
3.6. Unless expressly agreed otherwise, delivery dates are no fixed deadlines and are not enforced by penalties or damage claims.
4. Cooperation by the customer
4.1. The customer has the obligation to provide PM Exam Coach with any assistance necessary for them to complete the agreed services, especially any information, documents and data, entirely and on time. PM Exam Coach does not default if the delay is caused by the customer´s breach of obligations to provide his assistance on time and in its entirety. As a result, potential delivery dates will be delayed within reasonable dimensions.
4.2. If a customer chooses to house their own hardware with PM Exam Coach for server housing, they will be solely responsible for the operation and maintenance of the hardware. The customer must confirm that they are the rightful owner of the housed hardware. If any third-party rights exist, such as leasing and financing agreements, the customer must notify PM Exam Coach in writing with relevant documentation at the time of agreement. In order to secure any and all claims, the customer grants PM Exam Coach a contractual lien on the housed hardware.
4.3. The customer shall not sublet or sublease the rented web space (web-hosting). This shall also apply if the service is rendered free of charge by PM Exam Coach.
4.4. While using our software or service, the customer is required to comply with all legal provisions and respect the rights of third parties. Any illegal use of the software and/or server is strictly prohibited. The customer will be held responsible for any claims made by third parties against PM Exam Coach, arising from the illegal use of the software and/or server.
4.5. The customer shall take reasonable precautions, such as backing up their data, in case of any unforeseen software failure or inability to establish connectivity with PM Exam Coach's servers. Such precautions will help minimize the risk of data loss and ensure business continuity.
4.6. The customer understands that despite safety precautions, absolute data security cannot be achieved for computers connected to the internet (including servers and clients).
5. Payments
5.1. All prices are excluding statutory value added tax where applicable.
5.2. Invoices issued by PM Exam Coach are to be paid in full upon receipt by the customer without any deductions. In case of a delay in payment, PM Exam Coach has the right, in addition to their legal rights, to seek compensation for any damages caused by the delay. The compensation fee for each reminder is $8. It is important to note that any payment periods or conditions mentioned in the invoice will take precedence. The rate charged will vary depending on the product or service ordered by the customer.
5.3. The rate applicable upon placing the order according to the service description and price list is relevant. One-time remunerations and regular monthly, quarterly or annual fees shall be paid in advance.
5.4. Offsetting with counterclaims is only allowed if the claims are established in law or undisputed by PM Exam Coach. Any warranty claims remain unaffected by this.
6. Terms and termination
6.1. The contractual agreement shall enter into force upon signature or engagement and remain in effect until the agreed term of the agreement expires. If no other agreement is reached, the agreement shall expire one year after the date of signature. Unless terminated in writing by either party at least three months prior to the expiration of the term, the contractual relationship shall automatically be extended by another year.
6.2. Both parties have the right to terminate the contractual relationship in writing on important grounds without any notice period. An important ground is specifically given if one of the parties has violated essential obligations under the agreement. For instance, if the software provided under this agreement is used beyond the rights of use granted, and this violation is not rectified within a reasonable period after the other party has issued a written request.
6.3. Furthermore, PM Exam Coach is entitled to block or delete illegal and inadmissible contents and contents, data and programs which may compromise the regular operation or the safety of the software or service or to prevent the operation of such contents, programs, and data.
7. Warranty
7.1. PM Exam Coach ensures that the contractually agreed quality of the software or service will be maintained during the term of the agreement and that the use of the software or service according to the agreement is not contrary to any third-party rights.
7.2. PM Exam Coach will remedy any defects of quality and title of the software in due time and in a way which takes the interests of all software users into account. The defect will not be remedied if the use of the software is only limited to an irrelevant extent.
7.3. PM Exam Coach offers the software or service, including service materials such as training handouts, as is and without warranty.
7.4. The customer shall inform PM Exam Coach in writing about any defects of the software or service immediately upon detection thereof.
7.5. In case of defects of quality, the customer shall indicate the time at which the defect arose and describe the particulars of the defect. The use of logfiles or screenshots is welcome.
8. Grant of rights
8.1. PM Exam Coach owns all rights to the software or service materials, including training materials such as handouts. Any copyright for materials let or provided to the customer shall remain exclusively with PM Exam Coach.
8.2. The type and scope of the rights of use are subject to the individual agreements. Unless otherwise agreed, the customer is given the non-exclusive, non-transferable, and non-sublicensable right of use of the software or service materials (including training materials) on the basis that it is temporally limited to the term of the relevant agreement.
8.3. The customer is not authorized to process, enhance, or modify the software or service materials in any way.
8.4. Any new versions, updates, patches, or other service materials released by PM Exam Coach will also be subject to these rules.
8.5. The customer is only granted the rights that have been explicitly mentioned above. It is forbidden for the customer to use the software or service materials beyond the agreed utilization or allow third parties to use them or gain access to them. Reproducing, selling, leasing, or temporarily using the software or service materials, or permitting others to use them, is also prohibited.
9. Limitations of liability
9.1. On an extra-contractual and contractual basis, PM Exam Coach is only liable for damages vis-à-vis the customer to the following extent:
– in full for cases of intention, gross negligence or the lack of a guaranteed quality or durability;
– in other cases only if an obligation is violated which is essential for the fulfilment of the contractual purpose (cardinal obligation) and in such cases, the liability for damages is limited to foreseeable and typical damages.
9.2. PM Exam Coach’s liability for personal injury and according to the Product Liability Act remains unaffected.
9.3. In the event of data loss, any compensation by PM Exam Coach will be limited to the costs incurred for data recovery, provided that regular backups are conducted.
10. Disclosure of trade and business secrets
10.1. The parties to this agreement have made a solemn commitment to regard any information that is disclosed or made available to them as confidential business secrets. They are obliged to keep such information confidential vis-à-vis third parties, to use it solely for the agreed purposes, and to refrain from exploiting it in any way, either directly or indirectly. This obligation extends to any commercial or industrial property rights that may arise from the information. Furthermore, the parties are not at liberty to disclose this information to third parties unless the disclosing party has given its prior written consent on a case-by-case basis.
10.2. As per this agreement, both parties are required to ensure that any information disclosed or made accessible to them is only shared with staff members who require it for the purposes of this agreement. These staff members must maintain confidentiality, to the same extent as their employment contract does not already bind them to do so.
10.3. The obligation to maintain confidentiality of disclosed information does not apply to information that was already in the possession of the recipient at the time of disclosure, or information that was lawfully disclosed by third parties without breaching any confidentiality obligations. Further, information that is already part of the public domain is also not subject to confidentiality. It is the responsibility of the disclosing party to establish evidence supporting the claim that such exceptions apply.
11. Data security, data protection
11.1. If personal data are concerned, the parties will comply with the relevant applicable data protection provisions.
11.2. If the customer collects, processes, or uses personal data, it is their responsibility to ensure that they are allowed to do so in accordance with applicable legal provisions, particularly data protection provisions. The customer is solely responsible for any third-party claims in the event of a violation. In cases where PM Exam Coach processes personal data on behalf of the customer, the customer must comply with the formal and actual requirements related to subcontracted data processing. PM Exam Coach will comply with the legal requirements regarding subcontracted data processing and follow the client’s instructions (e.g. compliance with deleting and blocking obligations). These instructions must be communicated in writing and within a reasonable time frame.
11.3. PM Exam Coach will only collect and use customer-specific data to the extent to which this is required for the execution of the present agreement.
11.4. PM Exam Coach can use third-party subcontractors to fulfill its contractual obligations. Any processing of personal data by these subcontractors will be carried out in compliance with legal requirements.
11.5. Paragraphs 1 to 4 shall continue to be in effect even after the termination of the agreement as long as PM Exam Coach possesses the personal data.
11.6. Upon the customer's request, PM Exam Coach shall provide them with comprehensive information about their personal data at any given time.
11.7. The customer has the right to object to the processing of their personal data. This may result in PM Exam Coach being unable to provide further services.
12. Illegal use
12.1. In the event that any form of abuse is discovered regarding minors, PM Exam Coach reserves the right to immediately discontinue the provision of its software or services.
12.2. Any utilization of the software or service for illegal or immoral purposes is strictly prohibited. In such instances, PM Exam Coach reserves the right to terminate the software and service agreement without prior notice.
13. Final provisions
13.1. The contractual relationship between the customer and PM Exam Coach is governed by the laws of the State of New York. Application of other law is excluded.
13.2. The place of performance for all obligations resulting from the contractual relationship with PM Exam Coach is New York.
13.3. New York is agreed as place of jurisdiction for any and all litigations arising out of or in connection with this agreement. However, PM Exam Coach can also litigate at the customer's place of general jurisdiction.
13.4. The provision in 13.1. to 13.3. shall also apply if the customer is not based in the State of New York.
13.5. Any changes or additions to this agreement must be in writing. This includes any modifications or cancellations to this provision.
13.6. If both parties confirm electronic documents in text form, they will comply with the written form requirement.
13.7. If any of the provisions mentioned above are wholly or partially invalid, it will not affect the remaining provisions' validity. Instead, the invalid provision will be substituted with a new regulation that aims to achieve the same economic and legal effect as the invalid provision.
