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GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions (GTC) governing the use of simpleclub's services shall apply to the business relationship between simpleclub GmbH (hereinafter 'simpleclub') and the customer (hereinafter 'Customer').
Updated on: 04 September 2026
1. Definitions
1.1. "App" The simpleclub mobile app, which provides Learning Content.
1.2. "Customer Content": Content uploaded or otherwise made available on the Platform by the customer or its users (e.g. documents, media, data, text, graphics), including any embedded metadata.
1.3. "Learning Content" The Learning Content comprises various learning modules and materials for apprenticeship programmes and other educational initiatives, which are made available via the simpleclub Platform.
1.4. "User" means the person authorised by the customer to use simpleclub. Users include, for example, the customer's employees.
1.5. "Platform" The Platform comprises both the website and the app.
1.6. "simpleclub Services" means the services provided by simpleclub in accordance with clause 3 of these Terms and Conditions.
1.7. "Agreement" The agreement comprises the offer, the General Terms and Conditions and the Data Processing Agreement.
1.8. "AI functions": Functions provided by simpleclub which are (also) based on artificial intelligence/machine learning techniques, e.g. content processing, summaries, comprehension level assessments and similar features.
1.9. "AI output": all output generated by AI functions
1.10. "Upload feature": A function of the Platform that enables the customer to upload and save their own content. This content is analysed and processed using AI functions so that it can be made available as structured Learning Content for the customer's users within the Platform.
1.11. "Offer" The offer signed by the customer and simpleclub to enter into a contract for the simpleclub services
1.12. "Usage limits": Reasonable usage limits (e.g. enquiries per month or storage quotas) set by simpleclub for each customer or user.
1.13. "Contract term" The term / service period specified in the offer for the provision of the simpleclub services.
1.14. "Website" The simpleclub website on which Learning Content is made available.
2. General Information
2.1. These Terms and Conditions apply exclusively. Any terms and conditions that differ from or conflict with these will not be recognised by simpleclub, unless simpleclub has expressly agreed to them.
2.2. Individual agreements and the Data Processing Agreement (DPA) take precedence over the General Terms and Conditions.
2.3. The simpleclub services are aimed exclusively at business customers (within the meaning of Section 14(1) of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding the transaction, are acting in the course of their commercial or self-employed professional activities), as well as legal persons governed by public law and special funds under public law; in all cases, however, only end users are targeted. The customer confirms this by signing the offer.
2.4. References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions.
2.5. It is hereby clarified that the agreement is not intended to establish any direct contractual relationship between simpleclub and the users, nor does it confer upon them any independent rights of claim against simpleclub. Insofar as the agreement contains relevant provisions (e.g. support in accordance with clause 7 of these Terms and Conditions), these constitute merely a quasi-contract for the benefit of third parties.
3. simpleclub Services
3.1. simpleclub provides the customer with Learning Content. The customer is entitled to make the Learning Content available to other users. The customer must comply with the restrictions on the group or number of users set out in the offer.
3.2. The Learning Content is made available to the customer and their users for online access via the Platform to support their learning. Provided that simpleclub offers the relevant functionality, the customer and their users can download the Learning Content. The app can be used to create personalised learning plans, assess levels of understanding and access other supportive features. In addition to the Learning Content, simpleclub may also provide the customer with further content.
3.3. simpleclub may adapt and amend the Learning Content and Platform at its own discretion (e.g. by changing the layout, content or length of videos, or adding or removing features), provided that the amended Learning Content or changes to the Platform comply with the contractual requirements. simpleclub is only obliged to adapt content to changes occurring after the conclusion of the contract if these are based on a significant change in the factual or legal situation which renders the existing content obsolete. The parties may agree on any further adaptations, whether free of charge or subject to a fee.
3.4. Notifications and provision of information material: simpleclub is entitled to send information to the customer's users via email and/or in-app messages in connection with the use of the service as set out in the contract and to ensure learning success. These include, in particular, onboarding guidance, security- and functionality-related notifications, neutral product/feature information (e.g. roadmap, new/improved features), as well as invitations to training sessions/webinars and further information material in the context of learning support and training in the use of the Platform, its functions and its proper operation. Notifications that are not safety- or operationally-related may be unsubscribed from by the customer or individual users at any time in writing, via a corresponding link in the emails or, where available, via in-app settings. Notifications required by law and safety information cannot be unsubscribed from.
3.5. simpleclub provides its services with the utmost care and to the best of its knowledge and belief. simpleclub accepts no responsibility for the customer or its users achieving a specific (learning) outcome, or for the customer or its users reaching a specific goal. This depends not least on the personal commitment and determination of the customer or its users, over which simpleclub has no influence.
3.6. The customer may provide customer content via the upload feature. For the purposes of fulfilling the contract, the customer grants simpleclub a worldwide, non-exclusive and sub-licensable right, limited in duration to the term of the contract (plus a 30-day wind-down period), to reproduce, edit and process this content using AI functions, and to make it available to authorised users on the Platform. simpleclub is entitled to use customer content (excluding personal data) in anonymised form for quality assurance purposes. The customer may object to this use at any time in writing with future effect. Where there are concrete indications of legal infringements, simpleclub may temporarily block or remove customer content.
3.7. simpleclub may set or adjust reasonable usage limits for customer content and AI functions (e.g. in the event of misuse or to ensure system stability). The customer will be notified of any changes 14 days in advance. If an adjustment results in a significant restriction of usage options, the parties shall reduce the remuneration for the affected AI functions accordingly. If no agreement is reached on the price adjustment, the customer is entitled to terminate the AI functions (or the relevant part of the contract) with 14 days' notice from the date of the change; in this case, any fees paid in advance for this part will be refunded on a pro rata basis. In the event of misuse (e.g. automation, circumvention of restrictions, unlawful content), simpleclub may, at its reasonable discretion, throttle or block access. Measures taken due to overuse or misuse shall not be regarded as service outages.
3.8. Features labelled as 'Beta', 'Preview' or similar ('Beta features') are preliminary versions which simpleclub may make available to the customer free of charge and outside the scope of the services to which the customer is entitled. simpleclub is entitled at any time to amend or discontinue Beta features, or to offer them only in return for a separate fee. There is no entitlement to their continued provision or their transfer to the production service.
3.9. Where onboarding services have been agreed between the customer and simpleclub, simpleclub shall provide the customer with the onboarding services specified for this purpose from the start of the contract. The onboarding process is intended to facilitate the initial set-up and introduction to the use of the Platform and, unless otherwise specified in the offer, comprises in particular: (i) the creation of a customer-specific learning environment, (ii) the initial set-up of user accounts based on the information provided by the customer and the agreed rights and roles framework, (iii) coordination of the customer's learning and usage objectives, and (iv) the creation or coordination of an initial usage strategy tailored to the customer. Onboarding shall be provided in full at the start of the contract; it is generally focused on the first month of the contract and shall be deemed to have been completed by the end of the first month of the contract.
3.10. Where onboarding services have been agreed between the customer and simpleclub, simpleclub shall provide the customer with the onboarding services intended for this purpose from the start of the contract. The onboarding process serves to carry out the initial set-up and provide an introduction to the use of the platform and, unless otherwise specified in the quotation, comprises in particular: (i) the creation of a customer-specific learning environment, (ii) the initial set-up of user accounts based on the information provided by the customer and the agreed rights and roles framework, (iii) a discussion of the customer's learning and usage objectives, and (iv) the creation or finalisation of an initial usage strategy tailored to the customer. The onboarding will be fully provided at the start of the contract, is generally focused on the first month of the contract and is deemed to have been completed by the end of the first month of the contract.
4. Rights of Use
4.1. simpleclub grants the customer a worldwide, non-exclusive, non-transferable right, limited to the term of the agreement, to use the Platform and the content provided on it (including results generated by AI functions) to the agreed extent.
4.2. The customer must not use the Platform and the Learning Content for any purposes other than those specified in the agreement. In particular, the customer is not authorised to share downloaded Learning Content. The customer must inform its users of the prohibition on sharing such content.
4.3. The customer is not permitted to (i) use the Platform to process data other than their own data and that of users, as retrieved via the Platform; (ii) transfer, assign and/or sub-license rights to the Platform and/or the Learning Content to third parties; (iii) to modify the Platform and the Learning Content, or parts thereof, or to develop derivative works from them; (iv) to decompile, translate, disassemble, imitate or attempt to obtain the source code of the app (unless permitted by law); (v) to make unauthorised copies of the Platform, the Learning Content or parts thereof; (vi) to make the Platform publicly accessible or otherwise available to third parties (for example, by passing on access details to persons other than users); (vii) to store content on the Platform that infringes the rights of third parties or breaches statutory provisions, and/or (viii) to remove, obscure or alter references to simpleclub and its authorship, as well as any logos and trade marks.
4.4. The customer must protect the Platform and any usage and access rights granted to them from unauthorised access by third parties. The customer is obliged to inform simpleclub immediately if there is any suspicion that third parties have gained knowledge of their login details, and must change their passwords without delay.
4.5. The Customer warrants that, with regard to the Customer Content, it holds all rights necessary for the aforementioned use and that such use in accordance with these Terms and Conditions does not infringe any third-party rights (in particular copyright, neighbouring rights, trade mark rights, design rights, rights of personality or trade secrets).
4.6. The customer shall ensure that its users comply with the obligations set out in this clause and shall be liable for their actions as if they were its own.
5. Customer's Duties to Cooperate
5.1. The customer must provide simpleclub, free of charge, with all the information required to perform the service owed, ensuring that it is complete and accurate, provided that, according to the terms of the offer, obtaining such information does not fall within simpleclub's scope of obligations.
6. Availability
6.1. simpleclub provides an average annual Platform availability (= technical usability at the handover point) of 99.5 per cent ('availability time'). The handover point is the router output at the data centre used by simpleclub. The following outages are not included in the availability time: those caused by
a) announced maintenance work;
b) unforeseeable, urgent maintenance work, e.g. to rectify security vulnerabilities;
c) Interruptions to service which simpleclub may deem necessary for security reasons (e.g. a denial-of-service attack);
d) force majeure or other events beyond simpleclub's control which prevent simpleclub, in whole or in part, from fulfilling its obligations and which have occurred through no fault of simpleclub, in particular strikes, lawful lockouts, exceptional weather conditions, power cuts, transport disruptions, fire damage, epidemics and pandemics, changes in the law and official orders, as well as operational disruptions or other supply difficulties ('force majeure');
e) Third parties who are not subcontractors of simpleclub;
f) the customer or the software or hardware used by the customer, or the telecommunications connection between the customer and simpleclub up to the handover point. This also applies to software the use of which simpleclub has arranged and/or facilitated via interfaces.
6.2. The availability (as a percentage) is calculated using the following formula:
((Maximum availability – downtime) / (Maximum availability) × 100
6.3. simpleclub shall notify the customer in writing at least one week before the start of any announced maintenance work. In urgent cases, for example to rectify security vulnerabilities, simpleclub may shorten the notice period or, if no other option is available, commence maintenance work without prior notice. If prior notice is not possible, the customer must be informed immediately once the work has commenced.
6.4. simpleclub is not responsible for the hardware, software or technical infrastructure used by the customer and users. Insofar as such circumstances affect the functionality of the services provided by simpleclub, this shall not affect the contractual compliance of the services provided. The current system requirements are set out at http://business.simpleclub.com/Systemanforderungen . simpleclub reserves the right to update the minimum requirements in line with the state of the art, particularly where this is necessary for security reasons (e.g. where support for a version of an operating system is being phased out), and will notify the customer of this in writing.
6.5. No service levels or availability commitments apply to beta features. Any downtime, limitations or errors relating to beta features shall not be deemed to constitute an outage for the purposes of the availability provisions of this Agreement.
7. Support
7.1. simpleclub provides support via chat and email (support-b2b@simpleclub.com) for technical queries regarding the Platform and the availability of Learning Content. simpleclub usually responds to support enquiries within three working days and, in urgent cases or in the event of particularly serious faults, within one working day. This support does not cover queries regarding the content of the learning materials.
7.2. Customers may notify simpleclub of any errors or discrepancies in the Learning Content provided. Such reports must be submitted exclusively via the 'Report an error' function. This function is available directly alongside each piece of Learning Content within the app. simpleclub carefully reviews incoming reports and makes corrections where necessary. No individual feedback is provided to the customer regarding the outcome of the review or the next steps. simpleclub is under no obligation to make changes to the content if, following a thorough review, the content is deemed to be correct or reasonable.
7.3. The customer must immediately notify simpleclub in writing of any functional failures, malfunctions or disruptions to the Platform, unless simpleclub has given prior notice of such issues.
7.4. simpleclub endeavours to resolve faults within 72 hours of being notified by the customer. If it becomes apparent that the fault cannot be resolved within this timeframe, simpleclub will inform the customer immediately and notify them of the expected delay.
7.5. The time limits set out above for simpleclub to rectify faults shall be extended by the duration of the relevant impediment if simpleclub is unable to rectify the fault for a reason falling within the customer's sphere of risk or for a reason for which simpleclub is not otherwise responsible.
8. Payment Terms
8.1. Payment is due in accordance with the dates specified in the offer (e.g. upon signing or at the start of a renewal period). Invoices are issued by email in PDF format.
8.2. Any objections to invoices must be raised in writing within one month of receipt; otherwise, the invoice shall be deemed to have been approved, provided that the customer is not responsible for the delay. simpleclub will specifically draw the customer's attention to this consequence when issuing the invoice.
8.3. The customer shall be in default no later than 30 days after the due date and receipt of the invoice. In the event of late payment, simpleclub is entitled to suspend access to the services, following prior notice (two-week notice period), until payment has been made in full. The commercial interest from due date (§ 353 HGB) remains unaffected.
9. Right of Termination
9.1. The agreement may be terminated in writing, subject to three months' notice, at the end of the term or at the end of each renewal period, as specified in the offer.
9.2. If the customer objects to a change to these Terms and Conditions or the Data Processing Agreement announced by simpleclub, simpleclub is entitled to terminate the contract with immediate effect on the date of the announced change.
9.3. The right to terminate the contract for cause remains unaffected.
10. Warranty
10.1. The statutory warranty provisions apply, subject to the following exceptions:
a) that simpleclub is not liable, irrespective of fault, for defects that already existed at the time the contract was concluded (Section 536a(1) of the German Civil Code (BGB)) and
b) the customer's right to remedy defects in the Platform or the Learning Content themselves is excluded (Section 536a(2) of the German Civil Code (BGB)).
10.2. The customer is obliged to notify simpleclub in writing of any defects discovered without delay. The customer should describe the defect to simpleclub in such a way as to enable simpleclub to reproduce it. simpleclub shall not be liable for any loss incurred by the customer as a result of a delay in reporting a defect.
10.3. The customer is not entitled to claim a reduction by deducting the amount of the reduction from the current remuneration on their own initiative. Claims under the law of unjust enrichment remain unaffected.
10.4. Termination pursuant to Section 543(2), first sentence, point 1 of the German Civil Code (BGB) on the grounds of failure to grant or withdrawal of the contractual right of use is only permissible if the customer has given simpleclub sufficient opportunity to remedy the defect and such remedy has failed. Remedying the defect shall only be deemed to have failed if it is impossible, if simpleclub refuses to remedy it or delays doing so unreasonably, if two attempts to remedy the defect have failed, or if, for other reasons, the situation has become unreasonable for the customer.
11. Liability
11.1. simpleclub shall not be liable, unless otherwise provided for in these Terms and Conditions.
11.2. The exclusion of liability does not apply to a breach of a fundamental contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies and is entitled to rely (cardinal obligation) – in which case, however, liability is limited to the damage that could reasonably have been expected at the time the contract was concluded (damage typical of the contract). Within the scope of this liability for slight negligence, the obligation to pay compensation per contract year is limited to the amount of the net remuneration agreed for that year.
11.3. Furthermore, the disclaimer of liability shall not apply (i) in cases of fraudulent intent, wilful deceit, wilful misconduct or gross negligence; (ii) in the context of a guarantee expressly undertaken by simpleclub; (iii) to damages resulting from injury to life, limb or health;
11.4. Where simpleclub's liability is excluded or limited, this shall also apply to the liability of its legal representatives, employees and vicarious agents.
11.5. Any liability arising under the Product Liability Act remains unaffected.
11.6. The customer shall indemnify simpleclub against all claims by third parties arising from the provision of customer content in breach of law or contractual obligations, or from any misuse of the Platform by the customer or its users. This also includes the costs of a reasonable legal defence. The customer shall assist simpleclub in defending against such claims. simpleclub shall inform the customer without delay of any claims made and, insofar as legally possible, give the customer the opportunity to contest the third-party claim.
12. Force Majeure
12.1. Neither party shall be liable for any loss or damage arising from force majeure. In the event of force majeure, the affected party shall be excused from performing its obligations for the period during which it is prevented from doing so by the force majeure, and the right to receive the consideration in return shall lapse. The affected party shall notify the other party of the occurrence and cessation of the force majeure and shall use its best endeavours to minimise the impact thereof.
13. Limitation Period
13.1. All claims arising from the agreement against simpleclub and/or its legal representatives, employees and vicarious agents – in particular claims for defects, claims for damages or claims for reimbursement of expenses – shall become time-barred after one year, irrespective of whether they are contractual or statutory claims. The commencement of the limitation period shall be governed by the statutory provisions. The statutory limitation period applies in cases where simpleclub is fully liable in accordance with clause 11. The customer's right to have defects remedied remains unaffected for the duration of this contract.
14. Confidentiality
14.1. Each party shall maintain the confidentiality of all confidential information disclosed to it by the other party and shall subject such information to confidentiality measures. Confidential information means any information which one party (the "disclosing party") discloses to the other party (the 'receiving party') in the course of (pre-)contractual cooperation, or of which the receiving party has otherwise become aware, and which is either marked as confidential or, in the case of oral communication, confirmed as confidential in writing within two weeks.
14.2. The parties are entitled to disclose confidential information to employees and subcontractors, provided that such persons are subject to confidentiality obligations that are substantially equivalent to those set out in this Agreement. The disclosure of confidential information to third parties is not permitted without the prior consent of the other party. Consent must be given in writing.
14.3. Information shall not be regarded as confidential information within the meaning of clause 14(1) if the receiving party can prove that
a) the information is publicly known;
b) the disclosing party has waived its right to protection in writing;
c) it has obtained the information by means other than through cooperation with the disclosing party, without being subject to any duty of confidentiality;
d) it has developed the information independently of the disclosing party's confidential information;
e) it has obtained the information by observing, examining, reverse-engineering or testing a product or object that has been made publicly available.
14.4. In the event of disclosure pursuant to an order by a public authority or a court, or as a result of a statutory obligation, the other party shall be notified prior to such disclosure, to the extent and as soon as permitted. The parties shall assist one another in preventing such disclosure, to the extent legally possible.
14.5. simpleclub is entitled to name the customer as a reference customer.
14.6. Any further obligations under data protection law remain unaffected.
14.7. This confidentiality obligation shall apply for the duration of the contract and for a further three years. Any statutory or contractual obligations to delete or return data at an earlier date, or to keep data confidential permanently, remain unaffected.
15. Data Protection
15.1. The parties shall comply with data protection regulations.
15.2. With regard to their own personal data or that of their users, the customer remains the data controller within the meaning of data protection law and must therefore always verify whether the processing of data in the context of the contractual services provided through the use of the Platform is covered by the relevant legal grounds for processing. The customer is solely responsible for obtaining the necessary declarations of consent from data subjects (e.g. employees, customers, the customer's contractual partners, users) as required under data protection law, and for their personal data in connection with the use of the Platform.
15.3. For the purposes of performing the contract, the customer grants simpleclub the right to reproduce the personal data to be processed by simpleclub on the customer's behalf, insofar as this is necessary to provide the service owed under these General Terms and Conditions. In order to rectify faults, simpleclub is entitled, but not obliged, to make changes to the structure or format of the data.
15.4. If simpleclub acts as a data processor for the customer within the meaning of Article 28(3) of the GDPR, specific provisions relating to the Data Processing Agreement shall apply in addition to these General Terms and Conditions; these can be viewed via the following link: https://business.simpleclub.com/legal-avv.
16. Amendment to the Terms and Conditions
16.1. simpleclub may amend these Terms and Conditions during the term of the contract if and to the extent that there is a compelling reason to do so. Such a compelling reason may exist, in particular, (i) if the relevant legislation or case law of the highest courts is amended, or (ii) if simpleclub introduces additional services or service elements that require an amendment to the Terms and Conditions, provided that such an amendment is not to the detriment of the customer.
16.2. simpleclub shall offer the customer any changes in writing no later than 4 weeks before the proposed date on which they are due to take effect. The customer's consent shall be deemed to have been given if they do not object to the changes before the proposed date on which they are due to take effect. simpleclub shall specifically draw the customer's attention to this implication of consent in its offer of amendment.
16.3. If the customer objects to the new Terms and Conditions, the previous version of the Terms and Conditions shall continue to apply.
17. Final Provisions
17.1. The customer is not entitled to transfer the agreement or any rights arising therefrom to third parties without simpleclub's written consent. The customer is prohibited from assigning or pledging any claims arising from the agreement to third parties, unless the customer has a legitimate interest in doing so.
17.2. The customer may only set off claims that are undisputed or have been established by a final and binding judgement. The same applies to the customer's assertion of a right of retention.
17.3. Any proposal to amend these Terms and Conditions, as well as any unilateral declarations of intent by either party, must be made in writing. This also applies to any proposal to amend this clause.
17.4. Should any provision of this agreement be or become invalid, this shall not affect the validity of the remainder of the agreement. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose of the invalid provision. This shall also apply in the event of a gap in the contract.
17.5. German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
17.6. If the customer is a trader within the meaning of the German Commercial Code, a legal entity or a special fund under public law, the place of jurisdiction shall be Munich.