Termini e condizioni generali

of Veränderungsintelligenz® GmbH, Obere Rheinstr. 17a, D-78479 Reichenau
(hereinafter referred to as "operator")
pertaining to the use of the online portal iovi
(hereinafter referred to as "portal").

1. General Information and Scope of Application

1.1. The following Terms of Use apply between the operator and the respective users of the portal. Both enterprises as well as natural persons may be considered users of the portal, for example

• as providers of consultancy services in the areas of human resources consulting, business consulting or human resources/organizational development (hereinafter referred to as "consultants")
• as recipients of such consultancy services (hereinafter referred to as "customer"), or, for example 
• as external business partners of the customer.

If and to the extent a user has concluded separate agreements with the operator concerning these consultancy services which also relate to the use of this portal, these agreements shall take precedence over these Terms of Use in case of discrepancy.

1.2 In every case, the version of the Terms of Use effective at the time of the conclusion of the contract shall apply. The operator reserves the right to amend, in particular update, these Terms of Use at any time, even within the existing contractual relationships, in accordance with Section 13 of these Terms of Use.

1.3 Additional Definitions

• Participants within the sense of these Terms of Use are the employees of the customer or external business partners of the customer who use the portal as feedback providers or feedback recipients.
• A moderator within the sense of these Terms of Use is an employee of the customer who, if required, is able to carry out administrative tasks in the portal at the customer's for current survey processes and has only limited user rights.

1.4 These Terms of Use apply exclusively; any terms of the customer that are contrary to or deviate from these Terms of Use are not recognized by the operator unless the operator has expressly agreed to their validity. These Terms of Use apply even in the case where the operator performs the services to the customer without any reservation in the knowledge of terms of the customer that are contrary to or deviate from these Terms of Use.

1.5. These Terms of Use apply fully to all applications and software tools of the operator or his licensors that are respectively and currently accessible via the portal, in particular to 360° check, 360° Change Profile®, Change Ability Profile®.

2. Description of Services

2.1. The portal enables the customer, in cooperation with the consultant, to carry out a 360°/270°/180° feedback (hereinafter referred to as "feedback") or an employee survey.  The operator shall collect and process data exclusively on behalf of a consultant, who in turn shall collect and process these data exclusively within the context of the feedback or employee survey process initiated by the customer.

2.2. In consultation with the consultant, the customers determine the details of the feedback, particularly

• in the case of the feedback, the underlying competence model in which the individual behavior are described with respect to which the feedback is provided, and the assignment of a selection of feedback providers to respective feedback recipients,
• in the context of the employee survey, the underlying question model, the selection of the persons participating in the survey and their association with organizational units at whose level the results are to be evaluated,
• which persons receive which results of the feedback/the survey.

2.3. The operator shall prepare the execution of the feedback on the portal. For this purpose, he shall also make corresponding logins consisting of user name and password available to the participants and customers. The logins shall only be assigned to the respective participants by the consultant. With these password-protected accesses to the portal, the participants, subsequent to a successful login process, have direct access via the main page to the contents respectively activated for them.

2.4. The data shall be evaluated exclusively and in an automated manner by the operator, by means of a computer-based data processing system (application). The collected data are combined into an individual report with further data of other feedback providers for the respective feedback recipient or the respectively defined organizational unit and prepared and made available to the consultant. Upon request, a group report may also be prepared which is comprised of a summary of the individual reports.

3. Feedback Process and Anonymity

In order to prepare the feedback, the answers by the participants are stored by the operator without any connection to the respective person, according to feedback provider groups and in an anonymized form, and are joined with the answers of other feedback providers by means of the automated data processing system. Any conclusion as to the answers by the respective feedback providers is excluded as a matter of principle. Where the feedback is concerned, the answers by the feedback-providing executive employee constitute an exception to this. They can be traced back because the executive employee is the only person to be classified as belonging to the feedback provider group "Executive Employees". This also applies to the person of the feedback recipient within the context of a feedback in the case of storing the answers relating to self-image assessment.

4. Data Protection

4.1. The operator undertakes to collect, save and use personal data of the individual participants exclusively subject to the agreement made between the operator, the consultant and/or the client on the processing of personal data commissioned by the client.

4.2. However, the operator is entitled to permanently store and include in his research, exclusively in an anonymized form, without any possibility for drawing any conclusions as to the identity or the voting behavior of individual participants and/or without any conclusions as to the identity of the customer, the results of all feedbacks and employee surveys conducted in the portal. The operator shall warrant that it is not possible to draw any conclusions as to an individual participant or the customer during the research work or the presentation thereof.

4.3. All data transmitted to the operator will be collected, saved and processed according to the applicable legal data protection regulations, in particular for the performance and handling of contracts.

4.4. Personal data collected by the operator in the course of the registration as well as the provision of the services will be treated confidentially and only collected, processed and used as permitted by the applicable legal data protection regulations (in particular those of the GDPR [General Data Protection Regulation] and the BDSG [Federal Data Protection Act]) or as the participant gives his/her consent. Personal data is any data containing information on personal and material circumstances of an identified or identifiable participant.

4.5. For further details on data protection go to the operator’s data protection statements at this side: https://www.iovi.de/datenschutz,28.html.

4.6. The operator is entitled to use anonymized user information for the preparation of statistics and for quality assurance.

4.7. The operator attaches great importance to data security and compliance with data protection provisions. Within the context of the accessible processes and applications, various technical-administrative and organizational options are being used to ensure compliance with data protection provisions. Upon request, the operator shall provide detailed information in this respect to consultants, customers and participants at any time. Users will also find an overview of these measures under the menu item "data protection" in this portal.

5. Feedback

5.1. Participation in a feedback takes place on a voluntary basis.

5.2. The operator conducts a feedback only if a representative result can be expected based on the number of participants. At the same time, an anonymity threshold, which excludes the possibility of conclusions being drawn as to individual feedback providers of a feedback provider group or feedback providers of an employee survey, must be crossed. The anonymity threshold does not apply in the case of feedback-providing executive employees within the context of a feedback.

5.3. It is possible for the participant to take part in the feedback in a single step or also in several steps. If the participant interrupts his session, the progress of his feedback will be stored temporarily. It is possible for the participant to continue the feedback at a later time.

5.4. The participant is able to amend questions already answered prior to the final submission of his feedback.

5.5. The participant may use the text fields provided in the feedback for stating his reasons for the feedback in more detail, if necessary. However, the operator advises that, irrespective of the anonymity threshold, it may be possible to draw conclusions as to the individual feedback provider when this information is provided.

5.6. A revision of the answers of the participant is no longer possible once the feedback is released. In addition, the answers are no longer visible via the login of the participant after the release of the feedback. With the release, the process of the automated data processing begins, which takes place without any reference to the person of the participant. As long as the data are personal, the user may declare the revocation thereof to the consultant or the operator with effect for the future and demand they be deleted or destroyed.

6. Obligations of the Customer, the Participants and Moderators

6.1. The customer is obligated to inform the feedback providers and feedback recipients about their participation in the feedback in advance. The customer is obligated to comply with additional statutory requirements with regard to the use of this portal, in particular also those of foreign legal systems. If a consultation with of the consent of the works council is required prior to a feedback being conducted, the customer is obligated and solely responsible for such a process being carried out.

6.2. For reasons related to data protection and in order to ensure a proper feedback process, the customer has no claim against the operator or the consultant for the disclosure of the individual feedback behavior of the individual participants.

6.3. The participant is obligated to keep the login secret. For this purpose, the operator recommends that the participant change in his profile the password allocated to him immediately after the first login process. The participant is not entitled to forward the user name and password to any third party. If the participant becomes aware of any misuse of his login, he shall notify the consultant and the operator of this immediately.

6.4. At no time shall the moderator be able to view or access the respective feedback of individual participants unless otherwise provided for in Section 3 of these Terms of Use.

7. Uploading of Contents

7.1. In the case where a consultant uses the application as a licensee, he may, in addition to the competence models offered by the operator, also prepare his own competence models and upload them to the portal independently or in cooperation with the customer. In this case, the consultant is obligated to upload to the portal only materially correct and legally admissible contents. In this case, the consultant shall warrant that the contents uploaded by him do not infringe or violate any legal provisions, in particular labor law regulations, or any third party rights, in particular third party intellectual property rights from trademark law, laws governing the rights to names, patent law, work title law or copyright law, or business and trade secrets or other property rights, or public policy or morality or personal rights.

7.2. Participants are obligated to upload only materially correct and legally admissible contents if using the text fields. In this case, the participant shall warrant that the contents uploaded by him do not infringe or violate any legal provisions, in particular labor law regulations, or any third party rights, in particular third party intellectual property rights from trademark law, laws governing the rights to names, patent law, work title law or copyright law, or business and trade secrets or other property rights, or public policy or morality or personal rights.

8. Accessibility of the Portal

8.1. According to the current state of the art, data communication via the internet cannot be guaranteed to be free from error and/or available at any time. Therefore, the operator does not provide any warranties for technical defects for which the operator bears no responsibility, in particular for the permanent and uninterrupted availability of the databases and their contents or for the full and error-free presentation of contents uploaded to the databases by third parties.

8.2. The operator assumes no liability for the uninterrupted availability of the system or for system-related failures, interruptions and malfunctions of the technical systems and the services in the portal for which the operator bears no responsibility according to section 9 of these Terms of Use. The operator assumes no liability, in particular, for any disturbances of the quality of access to the portal due to force majeure or due to events for which the operator bears no responsibility. This includes, in particular, strikes, lockouts, lawful industrial actions within the company and official orders. Further, this also includes the complete or partial failure of the communications and network structures and gateways of other providers and operators required for the purpose of performing the services. The operator is entitled to postpone the services which he is obligated to perform for the duration of the hindering event plus a reasonable lead time. The operator assumes no liability for any immaterial interruptions of the services unless he acts with intent or gross negligence.

8.3. For the services offered, the operator guarantees an accessibility of the portal of a monthly average 98% or of a yearly average of 99% unless the operator acts with intent or gross negligence. This excludes times in which the server is not accessible due to technical or other problems that are beyond the control of the operator.

9. Limitations of Liability

9.1. The contents uploaded to the databases of the portal by the consultants in their capacity as licensees are, with regard to the operator, third-party contents within the meaning of Sec. 7 Para. 2 German Telemedia Act (TMG). The legal responsibility lies with the consultant in his capacity as the licensee who has uploaded the contents to the database. The operator gives no warranty with respect to the accuracy, completeness and admissibility of the contents uploaded by the consultants in their capacity as licensees. The operator is not liable for any illegal, incorrect or incomplete contents or for damages caused by the use of any third-party content. In the event the operator becomes aware of any illegal, incorrect or incomplete contents, he shall block these contents and may delete them insofar as this is technically possible for him and can reasonably be expected of him.

9.2. The operator is liable only for his own contents in the portal. References and links to third-party websites do not infer that the operator adopts the contents that are accessible through the reference or link as his own. The contents do not establish any basis for a responsibility of the operator for the data and information provided therein. The operator has no control over the contents that are accessible through the link. The operator is not liable for any illegal, incorrect or incomplete contents or for damages caused by the use of the content the contents that are accessible through the link. In the event the operator becomes aware of any illegal contents on external websites, the operator shall suspend the reference to said contents insofar as this is technically possible for him and can reasonably be expected of him.

9.3. With the exception of cases of the violation of essential contractual obligations, the operator is liable to any third party only if and to the extent the operator, his legal representatives, executive employees or other agents have acted with intent or gross negligence. In case of violation of essential contractual obligations, the operator is liable for any culpable conduct of his legal representatives, executive employees or other agents. Essential contractual legal positions are those that the contract must grant to the third party according to the content and purpose of the contract. The operator further is liable for the violation of obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the third party may rely. The amount of the liability is limited to the damages that are typically foreseeable at the time of conclusion of the contract.

9.4. The above-mentioned limitations of liability do not relate to any claims of the third party arising from warranties and/or product liability. Further, the limitations of liability do not apply in case of intent, gross negligence, malice, violation of obligations essential to the contract and any harm to body and health or loss of life of the third party ascribable to the operator.

10. Indemnity

The operator is under no obligation to examine any contents uploaded by third parties (within the sense of this paragraph, this primarily includes consultants in their capacity as licensees of the application) for possible violations of law. The third party shall indemnify the operator against all claims for which he is responsible that owners of rights or infringed parties assert against the operator for the infringement of their rights or for violations of law based on the contents uploaded by the third party. In this respect, the third party shall also bear the costs for the legal defense of the operator inclusive of all court and attorney's fees in the amount of the statutory fees, provided the third party is responsible for the violations of law. The third party shall grant to the operator an appropriate advance payment for this purpose.

11. Rights

11.1. The operator is the owner of the rights to the database and the contents of the portal prepared by the operator. All copyrights, trademarks rights or other intellectual property rights to the database, the contents, the data and other elements are protected in favor of the operator or third parties (e.g. consultants in their capacity as licensees). Any copyrights of the third parties to the contents uploaded by them shall remain unaffected thereby.

11.2. Within the context of these Terms of Use, third parties (e.g. consultants in the capacity as licensees) have the right to make individual data sets visible on the screen and, if required, make necessary printouts for conducting the commissioned feedback, using exclusively the application provided by the operator within the portal.

11.3. Third parties (especially consultants in the capacity as licensees) are not permitted to use, either in their entirety or in part, the data obtained by using the portal for the purpose of creating a database of their own or for commercial data utilization or for the provision of information or for other commercial use. Linking, integrating or otherwise connecting the database or individual elements therefrom to other databases or meta-databases is not permitted.

11.4. If third parties upload contents to the data base, they grant to the operator a non-exclusive right to use these contents for the duration of the contract with due regard to the declaration of consent of the participants in the data base, in particular to store, copy, provide, transmit and make publicly accessible the contents. Insofar as any contents violate these Terms of Use, the operator reserves the right to revise or delete the data.

12. Provision of Information and Deletion of Data

12.1. The sole responsible contact for the execution of the feedback or of the employee survey is the respective consultant. The entire order-related data processing is exempt from the obligations to provide information because the consultant is solely responsible for these data.

12.2. Upon request and only in consultation with the consultant, the participant shall be provided with information on the stored data, insofar as they relate to him, at any time, fully and free of charge. The operator is prohibited from providing information on his own behalf.

12.3. The participant in a feedback may at any time revoke the consent granted by him to the consultant with effect for the future and demand the deletion or destruction of his data, as long as they are personal. The participant may also contact the operator for this purpose. The operator shall then duly forward the revocation of the consent to the respective consultant and delete or destroy the data of the participant. Requests shall be made in writing or by e-mail. The e-mail address of the operator is: info@iovi.de. Alternatively, the requests may also be directed to the e-mail address of the respective consultant. If the deletion of the data is in conflict with statutory or contractual retention obligations, the data shall be blocked.

13. Amendment of the General Terms of Use

13.1. The operator reserves the right to amend these Terms of Use at any time, observing an appropriate notice period of at least two weeks. Notice is given by the publication of the amended General Terms of Use, stating the time of their entry into force, on the internet in the portal.

13.2. If no objection is submitted by the third party within two weeks subsequent to the publication, the amended Terms of Use are considered to be approved. The notice of the amendment makes separate reference to the significance of the two-week period.

14. Final Provisions

14.1. The laws of the Federal Republic of Germany apply.

14.2. If the customer or consultant is a merchant, legal entity under public law, or a special fund (Sondervermögen) under public law, then the competent court at the seat of business of the operator is agreed upon as the place of jurisdiction for all disputes arising from this contract. However, the operator is entitled to bring an action against the customer or consultant also at the court of his place of residence or seat of business. The competence due to an exclusive place of jurisdiction remains unaffected thereby.

14.3. Any invalidity of individual provisions shall have no effect upon the validity of the other provisions.

May 22, 2018