Terms and Conditions.

1.1The following terms and conditions apply to all contracts concluded between Tribune Group GmbH, Am Sandwerder 12, 14109 Berlin, Germany (hereinafter referred to as "Provider") and you (hereinafter referred to as "Customer") for the following services offered by the Provider via means of distance communication (hereinafter jointly referred to as "Contracting Parties"). Deviating general terms and conditions of the Customer shall not be recognized unless the Provider expressly agrees to their validity.

1.2The offers are aimed exclusively at natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the legal transaction (entrepreneurs within the meaning of Section 14 BGB). The conclusion of a contract with consumers is excluded.

1.3Dental LMS® is a registered trademark of Tribune Group GmbH. All services provided under the Dental LMS® name are operated by Tribune Group GmbH, including through its affiliate Dental Tribune International GmbH, Holbeinstraße 29, 04229 Leipzig, Germany.

1.4Collateral agreements, amendments and supplements must be made in writing. This also applies to a waiver of this written form requirement.

2.1The prices listed in the respective offers are net prices, subject to statutory VAT and any applicable costs. All fees are due within 30 days of invoicing unless otherwise agreed in the individual contract.

2.2The payment methods available to the Customer are shown under a correspondingly labelled button in the order process on the website or in the respective offer and/or order confirmation sent.

2.3In the event of default in payment, the Provider is entitled to suspend access to the Dental LMS® platform after prior written notice, without prejudice to any other rights or remedies.

3.1The Provider shall be liable to the Customer in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

3.2In other cases, the Provider shall only be liable in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely (so-called cardinal obligation) and limited to compensation for the foreseeable and typical damage. In all other cases, liability of the Provider is excluded, subject to the provision in 3.3.

3.3The liability of the Provider for damages resulting from injury to life, limb or health, under the Product Liability Act, in the event of fraudulent misrepresentation and in the event of a guarantee given remains unaffected by the above limitations and exclusions of liability.

3.4The Provider accepts no liability for the accuracy, completeness, or regulatory compliance of content submitted or uploaded by the Customer. Responsibility for content accuracy and compliance with applicable accreditation requirements (e.g., AGD PACE, ADA CERP, GDC) rests exclusively with the Customer.

4.1The following languages are available to the Customer for the conclusion of the contract: English.

4.2The Provider stores the text of the contract concluded with the Customer. In addition, the Customer receives the contractual provisions with the details of the concluded contract, including these General Terms and Conditions, by e-mail.

Amendments to these Terms and Conditions shall be notified to the Customer in detail in text form by e-mail before they come into effect and, unless a later date is expressly specified, shall come into force one month after this notification. The changes shall be deemed to have been approved by the Customer unless the Customer objects to the changes to the terms and conditions in writing or in text form by e-mail within one month of receipt of the notification of change. The Provider shall inform the Customer of the right of objection and the associated legal consequences in the notification of change.

6.1The law of the Federal Republic of Germany shall apply to all contracts between the Provider and the Customer, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular of the country in which the Customer has their habitual residence, remain unaffected.

6.2If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the Provider. The same applies if the Customer is an entrepreneur within the meaning of § 14 BGB. However, the Provider is also entitled in all cases to bring an action at the place of fulfillment of the performance obligation or at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

6.3Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavor to replace the invalid provision with a valid provision that comes as close as possible to the economic meaning of the invalid provision.

The object of the contract is the granting of the use of the Dental LMS® eLearning platform in the Customer's company via the Internet and the provision of storage space on the Provider's servers for a fee and for a limited period of time for the duration of the contract. Depending on the package agreed, the contract may also encompass content production services, webinar production and support, CE/CME credit administration, white-label configuration, and promotional services, as specified in the individual order confirmation.

2.1The Provider shall grant the Customer the use of the latest version of the Dental LMS® platform for the agreed number of authorised users via the Internet by means of access through a browser.

2.2The Provider guarantees the functionality and availability of the Dental LMS® platform for the duration of the contractual relationship and will maintain it in a condition suitable for use in accordance with the contract.

2.3The Provider is not obliged to provide user documentation.

2.4The Provider may, without being obliged to do so, update or further develop the Dental LMS® platform at any time and, in particular, adapt it due to changes in the legal situation, technical developments or to improve IT security. The Dental LMS® platform shall take appropriate account of the legitimate interests of the Customer and inform the Customer in good time of any necessary updates. In the event of a significant impairment of the Customer's legitimate interests, the Customer has a special right of termination.

2.5The Provider is not responsible for customisation to the Customer's individual needs or IT environment, unless this has been agreed separately between the parties.

2.6The Provider shall regularly maintain the software and inform the Customer of any associated restrictions in good time. Maintenance shall be carried out regularly outside the Customer's normal business hours, unless maintenance must be carried out at a different time for compelling reasons.

2.7The Provider shall take state-of-the-art measures to protect the data. However, the Provider shall have no duty of safekeeping or care with regard to the data beyond such measures. The Customer is responsible for ensuring that the data is adequately backed up.

2.8The Customer remains the owner of the data stored on the Provider's servers and can request their return at any time in a common, machine-readable format.

3.1The software underlying the Dental LMS® platform shall not be physically transferred to the Customer.

3.2The Customer shall receive simple, i.e. non-sublicensable and non-transferable rights, limited in time to the duration of the contract, to use the Dental LMS® platform by means of access via a browser in accordance with the contractual provisions for the latest version of the platform for the contractually agreed number of users.

3.3The Customer may only use the Dental LMS® platform within the scope of its own business activities by its own personnel. Where the Customer uses the platform as an Extended Enterprise solution (e.g., for the training of customers, partners, distributor networks, or Dental Service Organisations / DSOs), the specific scope of authorised users and any additional fees shall be set out in the individual order confirmation. Any further use of the platform by the Customer not covered by the contract is not permitted.

4.1Where CE/CME credit administration is included in the agreed service package, the Provider shall provide the technical infrastructure for the administration of continuing education credits. Tribune Group GmbH is an ADA CERP Recognized Provider and a Nationally Approved PACE Program Provider (AGD, Provider ID# 355051) and holds AADH approval. The applicable accreditation frameworks shall be specified in the individual order confirmation.

4.2The Customer is solely responsible for maintaining any required accreditation status with the relevant bodies and for ensuring that all content submitted via the platform meets the applicable accreditation requirements. The Provider's role is limited to technical administration.

4.3If changes to accreditation requirements necessitate modifications to the platform's credit management functions, such programming work shall be commissioned by the Customer separately and invoiced in accordance with the Provider's applicable rates at the time of commissioning.

4.4The Provider does not guarantee recognition of CE/CME credits in any particular country or jurisdiction. Geographic scope and credit recognition are the Customer's responsibility to verify with the respective accrediting body.

5.1Where content production services are included in the agreed service package (e.g., eLearning modules, video production, articles, webinar support, speaker training, translation and localisation), these shall be specified in detail in the individual order confirmation.

5.2The Customer shall provide all necessary source materials, speaker information and approvals within the timelines agreed with the Provider. Delays caused by the Customer may result in adjusted delivery timelines, for which the Provider shall not be held liable.

5.3All content produced by the Provider on behalf of the Customer shall be reviewed and approved by the Customer before publication. After written approval, the Customer bears sole responsibility for the accuracy and regulatory compliance of the published content.

6.1Where a white-label configuration is agreed, the Provider shall deliver the Dental LMS® platform in a design and branding specified by the Customer ("Customer-branded Platform"). The Customer is responsible for providing all brand assets (logos, colour codes, fonts) in the required formats and within the timelines specified by the Provider.

6.2The Customer warrants that all brand assets provided to the Provider for white-label configuration are owned by the Customer or that the Customer holds the necessary rights to use them and to authorise their use. The Customer shall indemnify the Provider against all claims arising from infringement of third-party intellectual property rights in connection with the brand assets.

6.3The Customer shall not use the Dental LMS® name, trademark or logo in any external communications without the prior written consent of the Provider, except as expressly agreed in the order confirmation.

6.4The Provider may reference the Customer as a user of Dental LMS® services in its own marketing materials, unless the Customer objects to such reference in writing within 30 days of conclusion of the contract.

7.1The Contracting Parties shall comply with the applicable data protection regulations, in particular the EU General Data Protection Regulation (GDPR). Insofar as the Provider processes personal data on behalf of the Customer, the Parties shall conclude a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR, which shall form an integral part of the contractual relationship.

7.2The Customer retains full ownership of all content submitted or uploaded to the Dental LMS® platform ("Customer Content"). The Customer grants the Provider a limited, non-exclusive, royalty-free licence to host, process and display Customer Content solely for the purpose of delivering the contracted services.

7.3All intellectual property rights in the Dental LMS® platform, its underlying technology, and any content developed by the Provider independently of Customer instructions remain exclusively with the Provider.

7.4Where the Customer submits webinar recordings or other content for publication or promotion via Tribune Group- or DTI-operated channels (e.g., DT Study Club), the Customer explicitly authorises the Provider to publish and promote such content across all operated platforms and gated communities for the purpose of maximising the Customer's reach and visibility. This licence is limited to promotional use and does not include commercial exploitation by the Provider beyond this purpose.

7.5Following the conclusion of the contractual relationship, the Provider shall make available an export of all Customer data and Customer Content for a period of 30 days. After this period, the Provider shall permanently delete the Customer's data, subject to any statutory retention obligations.

The Provider shall provide a direct contact person and dedicated Customer success advisor for inquiries regarding platform functions, content workflows and technical issues. Support services are available Monday to Friday (excluding public holidays applicable at the Provider's branch in Leipzig, Germany) between 09:00 and 18:00 CET/CEST.

9.1The Provider guarantees an overall availability of the Dental LMS® platform of at least 99.5% per calendar month at the transfer point. The transfer point is the router output of the Provider's data centre. Planned maintenance windows and force majeure events are excluded from the availability calculation.

9.2Availability is defined as the Customer's ability to use all main functions of the Dental LMS® platform. Maintenance times as well as times of malfunction with adherence to the rectification time are considered times of availability. Times of insignificant disruptions shall not be taken into account when calculating availability. The Provider's measuring instruments in the data centre are decisive for the proof of availability.

9.3The Customer must report faults immediately to the contact person specified in the order confirmation. Fault reporting and rectification is guaranteed Monday to Friday (excluding public holidays as specified in clause 8) between 09:00 and 18:00 (service hours).

9.4The Provider shall rectify serious faults (the use of the Dental LMS® platform as a whole or a main function is not possible), even outside service hours, at the latest within 2 hours of receipt of the notification of the fault – provided the notification is made within service hours (rectification time). If it is foreseeable that it will not be possible to rectify the fault within this period, the Provider shall inform the Customer immediately and notify the Customer that the period is likely to be exceeded.

9.5Other significant faults (main or secondary functions of the Dental LMS® platform are disrupted but the platform can be used; or other not merely insignificant faults) will be rectified within 12 hours at the latest within the service hours (rectification time).

9.6The elimination of insignificant faults is at the discretion of the Provider.

10.1The Customer must protect and store the access data transmitted to them against access by third parties in accordance with the state of the art. The Customer shall ensure that the data is only used to the extent contractually agreed. The Provider must be informed immediately of any unauthorised access.

10.2The Customer is obliged not to store any data on the storage space provided whose use violates applicable law, official orders, third-party rights or agreements with third parties.

10.3The Customer shall check the data for viruses or other harmful components before storing or using it on the Dental LMS® platform and shall use state-of-the-art measures (e.g. virus protection programmes) for this purpose.

10.4The Customer shall be responsible for making appropriate data backups on a regular basis.

10.5The Customer shall appoint a designated platform administrator responsible for managing user accounts, access rights and compliance with these Terms and Conditions within the Customer's organisation.

11.1The term of the contract and any rights to ordinary termination, including applicable notice periods, shall be as specified in the applicable Purchase Order (“PO”).

11.2If the customer cancels a confirmed order (in whole or in part) after receiving the provider’s order confirmation but before the start of the corresponding booking period (i.e., the agreed start date of the relevant service, platform access, or project as specified in the order confirmation), the customer must pay a cancellation fee equal to 50% of the agreed total order value for the canceled services. If the customer cancels a confirmed order (in whole or in part) after the start of the corresponding booking period, the customer must pay a cancellation fee equal to 100% of the agreed total order value for the canceled services.

11.3Either Party may terminate the contract for cause without notice if the other Party materially breaches the contract and fails to remedy such breach within 14 days of receiving written notice specifying the breach.

11.4Upon termination of the contract for any reason, the Customer's access to the platform shall be deactivated on the last day of the contract term. The Customer's right to request an export of data as specified in clause 7.5 remains unaffected.

12.1With regard to the granting of the use of the Dental LMS® platform and the provision of storage space, the warranty provisions of tenancy law (§§ 535 ff. BGB) apply.

12.2The Customer must notify the Provider immediately of any defects, providing a description sufficient to allow the Provider to reproduce the fault.

12.3The warranty for only insignificant reductions in the suitability of the service is excluded. Strict liability pursuant to Section 536a (1) BGB for defects that already existed when the contract was concluded is excluded.

12.4The warranty does not cover defects caused by misuse, unauthorised modifications, or use of the platform outside the contractually agreed scope by the Customer.