Bridgly GmbH, Giselastraße 10, c/o LMU Innovation & Entrepreneurship Center, 80802 Munich (hereinafter "Bridgly"), operates a platform for digital training (Software-as-a-Service) on topics including, but not limited to, compliance, information security, data protection, AI literacy, occupational safety, leadership, and soft skills, as well as consulting and custom production services for companies, legal entities under public law, and special funds under public law.
These General Terms and Conditions apply exclusively to contracts with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), as well as legal entities under public law and special funds under public law (hereinafter "Customer"). Bridgly does not enter into contracts with consumers.
1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Bridgly and the customer regarding the provision of services in the areas of digital training, SaaS learning platforms, as well as consulting and custom production services.
1.2 Bridgly provides its services exclusively on the basis of these GTC. Conflicting terms or terms of the customer that deviate from these GTC are not recognized unless Bridgly has expressly agreed to their validity in text form. These GTC also apply if Bridgly provides services without reservation while being aware of conflicting terms of the customer.
1.3 The entire contractual relationship consists of the following documents in this order of precedence:
1.4 There is no statutory right of withdrawal for entrepreneurs.
2.1 Bridgly provides the following services in particular:
2.2 Training topics include, among others, compliance, information security, data protection, AI literacy, occupational safety, leadership and soft skills, as well as other subject areas agreed upon with the customer.
2.3 The specific scope of services is determined by the respective order, the service description, and the order confirmation. Bridgly owes the proper provision of the agreed service, not the achievement of a specific economic result or a specific training or learning outcome.
2.4 Bridgly is entitled to engage qualified subcontractors to provide its services. In any case, Bridgly remains the sole contractual partner of the customer and is liable for its subcontractors as it is for its own vicarious agents.
3.1 Offers from Bridgly are subject to change and non-binding unless they are expressly marked as binding.
3.2 The contract is concluded by signing an individual agreement, by order confirmation in text form, or by Bridgly actually commencing the provision of services following an order from the customer.
3.3 For the purposes of these GTC, text form also includes transmission by email.
4.1 All prices are net prices plus the statutory value-added tax at the applicable rate.
4.2 Unless otherwise agreed, invoices are issued after the conclusion of the contract or at the beginning of the respective billing period and are due for payment within 14 days of the invoice date without deduction.
4.3 If offered during the ordering process or in the proposal, the following payment methods may be used: bank transfer by invoice, credit card (Stripe), SEPA direct debit, and PayPal.
4.4 Price changes during an ongoing contract term are excluded. For renewals or follow-up agreements, Bridgly is entitled to adjust prices in line with general price trends; the customer will be notified of any such adjustment in text form at least three months before it takes effect.
4.5 In the event of payment default, statutory default interest and the flat-rate default fee pursuant to Section 288 (5) of the German Civil Code (BGB) shall apply. The right to claim further damages remains reserved.
4.6 Objections to invoices must be submitted in text form within 30 days of receipt of the invoice.
5.1 In the event of payment default, Bridgly is entitled, after an unsuccessful reminder with a reasonable grace period, to temporarily suspend the provision of contractual services or block access to the platform until the default has been fully rectified.
5.2 Further statutory rights, in particular regarding extraordinary termination in accordance with Section 14 of these GTC, remain unaffected.
6.1 The customer is only entitled to set off claims if the counterclaim is undisputed, has been legally established, or is reciprocal to Bridgly's claim.
6.2 The customer is only entitled to a right of retention if it is based on the same contractual relationship.
7.1 The customer shall cooperate to a reasonable extent in the provision of services. In particular, they shall provide Bridgly with all necessary information, contact persons, and technical requirements in a timely manner and free of charge.
7.2 In the context of SaaS services, this includes in particular the timely provision of complete participant data for license allocation, at a minimum the first and last name as well as a unique identifier (e.g., email address or employee ID) for each training participant.
7.3 The customer shall ensure that all employees involved who come into contact with Bridgly services or personal data contained therein are bound by confidentiality obligations.
7.4 If the provision of services is delayed due to a lack of cooperation from the customer, Bridgly's performance obligations shall be suspended for the duration of the delay. Bridgly is entitled to invoice any additional expenses incurred as a result at the currently applicable rates.
8.1 Both parties undertake to treat all information, business, and trade secrets of the other party obtained in connection with the contract as confidential, to use them only for the performance of the contract, and not to make them accessible to third parties.
8.2 This obligation does not apply to information that is demonstrably publicly known, was already lawfully known prior to disclosure, was obtained from third parties without an obligation of confidentiality, or was independently developed, nor does it apply to statutory or regulatory disclosure requirements.
8.3 The obligation of confidentiality shall continue for a period of five years after the termination of the contract. Intellectual property rights regarding trade secrets under the Trade Secret Act (GeschGehG) remain unaffected.
9.1 All content provided by Bridgly, in particular training materials, texts, graphics, videos, software, databases, and concepts, is protected by copyright or other legal provisions. All intellectual property rights remain with Bridgly or the respective rights holders.
9.2 Unless expressly agreed otherwise, the customer is granted a simple, non-exclusive, non-transferable, and non-sublicensable right to use the provided content internally for the duration of the agreed license and within the agreed user group.
9.3 Any reproduction, modification, translation, making available to the public, disclosure to third parties, or other exploitation of the content beyond the agreed purpose is only permitted with the prior written consent of Bridgly in text form.
9.4 If the customer provides Bridgly with materials protected by copyright or other intellectual property rights, they grant Bridgly and any subcontractors a simple right of use for the purpose of fulfilling the contract. The customer warrants that they are entitled to grant these rights and shall indemnify Bridgly against any third-party claims in this regard.
9.5 The customer's name and logo may only be included in Bridgly's reference lists, external communications, or for marketing purposes with the customer's separate, express consent in text form. This consent may be revoked at any time with future effect.
10.1 Bridgly shall be liable without limitation
10.2 In the case of simple negligence, Bridgly is only liable for the breach of essential contractual obligations (cardinal obligations). Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. In these cases, liability is limited to the contract-typical, foreseeable damage.
10.3 Bridgly's liability under § 10.2 is limited per contract year to the net fees paid by the customer in the twelve months prior to the occurrence of the damage under the affected contract. For individual orders without an annual term, liability is limited to the net fee paid for the specific service concerned.
10.4 Within the scope of liability under § 10.2 (simple negligence), liability for indirect damages, consequential damages, and loss of profit is excluded, unless these are contract-typical, foreseeable damages. Liability under § 10.1 remains unaffected by this.
10.5 Bridgly is only liable for the loss of data within the scope of liability under § 10.2 if the customer has performed regular data backups in a suitable and customary manner (at least daily) so that the data can be restored with reasonable effort. The customer is obligated to create their own backup copies of all data provided by them or processed by Bridgly at appropriate intervals.
10.6 Bridgly is responsible for the professional and diligent creation of training content in accordance with the law and the state of relevant regulations at the time of creation. Bridgly provides no guarantee regarding the pass rates of audits, official inspections, certifications, or other external assessments that occur through or following the use of the training content. Promotional statements such as "legally compliant," "audit-proof," or "up-to-date" describe the professional diligence of the creation and refer to the status at the time of creation or the most recent update; they do not constitute any further liability for success or a guarantee in the legal sense.
10.7 The above liability provisions also apply to the personal liability of Bridgly's employees, legal representatives, and vicarious agents.
11.1 Claims by the customer due to defects shall become time-barred within twelve (12) months from the provision of the service or acceptance. This reduction of the limitation period does not apply to claims for damages resulting from injury to life, body, or health, for claims due to intent or gross negligence, for claims arising from an expressly assumed guarantee, or for claims under the Product Liability Act; in these cases, the statutory limitation periods apply.
11.2 Otherwise, the statutory limitation periods remain unaffected.
12.1 In the event of force majeure, the affected obligations of both parties shall be suspended for the duration and to the extent of the impediment. Force majeure includes, in particular, natural disasters, war, civil unrest, pandemics, government actions, strikes, lockouts, long-term disruptions to telecommunications networks, serious cyberattacks, and other events that are beyond the control of the affected party and cannot be averted even with reasonable care.
12.2 The affected party shall notify the other party immediately of the occurrence, expected duration, and effects of the force majeure and shall take all reasonable measures to minimize the impact.
12.3 If a case of force majeure lasts longer than 90 days, both parties are entitled to terminate the contract in text form with immediate effect.
13.1 Both parties undertake to comply with the relevant data protection regulations, in particular the GDPR and the BDSG. To the extent that Bridgly processes personal data on behalf of the customer in the course of providing services, the parties shall enter into a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. In matters of data protection law, the DPA shall take precedence over these General Terms and Conditions.
13.2 Bridgly implements appropriate technical and organizational measures (TOM) in accordance with Art. 32 GDPR to ensure a level of protection appropriate to the risk. The current version of the TOM will be made available to the customer upon request.
13.3 Bridgly will inform the customer without undue delay of any security incidents affecting the customer's personal data or confidential information. Initial notification will generally occur within 24 hours of Bridgly becoming aware of the incident, and detailed information containing the data required under Art. 33 (3) GDPR will be provided within 72 hours, as far as reasonable. The minimum information and further procedures are set out in the respective DPA.
13.4 To the extent that the customer is required by its own regulatory obligations (e.g., NIS-2 Directive and its national implementation, DORA regulation, industry-specific supervisory requirements) to report incidents at Bridgly to authorities or supervisory bodies, Bridgly will support the customer to the necessary and reasonable extent. The costs incurred for this are to be reimbursed based on time and effort, unless otherwise agreed.
13.5 Bridgly uses subcontractors to provide the services. A current list of subcontractors used will be made available to the customer upon request and is regulated in the DPA. Significant changes to subcontractors who process personal data will be communicated to the customer in text form at least 30 days before they take effect; the customer's right to object is governed by the DPA.
14.1 To the extent that the customer is required by its own legal or regulatory obligations to verify compliance with security, data protection, or compliance requirements by its service providers, Bridgly will grant the customer access to the necessary information upon request, in particular to certificates, attestations, TOM documentation, penetration test reports (in excerpts), and comparable evidence.
14.2 On-site audits are only permitted by prior written agreement, with reasonable notice (at least 30 days), and during normal business hours. They must not unreasonably disrupt Bridgly's business operations. The customer bears the costs of the audit; Bridgly only bears the costs it incurs itself through reasonable support.
14.3 Instead of an on-site audit, Bridgly may provide current reports from independent auditors (e.g., ISO 27001, BSI C5, SOC 2, TISAX), provided these cover the requirements to be audited.
14.4 Bridgly regularly conducts appropriate security tests (in particular penetration tests) and makes their results available to the customer in summary form upon request, provided this is justifiable for security reasons.
14.5 Upon request, Bridgly will provide the customer with an exit plan describing the orderly termination of service provision and the transfer of data to another provider. Details regarding data export are governed by § 31.
15.1 The contract term and ordinary termination rights are agreed individually for each order. Unless otherwise agreed, the contract term for SaaS services is twelve (12) months from the date of provision. There is no automatic renewal.
15.2 Additional licenses (seats) can be purchased during the term. Billing is based on the current price per seat. There will be no pro-rata or retroactive billing, nor any refund for unused or over-booked seats.
15.3 The right of both parties to terminate the contract for good cause remains unaffected. Good cause exists in particular if
15.4 Terminations must be made in text form.
16.1 The provision of services is subject to the condition that there are no restrictions due to foreign trade regulations, in particular export, embargo, and sanction regulations of the Federal Republic of Germany, the European Union, the United States of America, or the United Nations.
16.2 If a party violates such provisions or if such a violation is imminent, the other party is entitled to withdraw from the contract or terminate it extraordinarily.
17.1 Bridgly uses AI-supported tools in part to create, prepare, and update training content and marketing materials. AI-generated content is editorially reviewed by Bridgly employees or commissioned subject matter experts prior to publication. Bridgly bears editorial responsibility within the meaning of Art. 50 (4) of the EU AI Act (Regulation (EU) 2024/1689).
17.2 To the extent that the customer provides Bridgly with data for processing using AI tools in the course of fulfilling the contract, the customer warrants that they are authorized to transmit such data and shall indemnify Bridgly against any third-party claims in this regard.
17.3 The customer shall use the provided training content exclusively for internal training and qualification purposes. Use of the content to train the customer's own or third-party AI models is not permitted without the express written consent of Bridgly.
If the customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), Section 377 of the HGB applies accordingly. Obvious defects must be reported in text form immediately upon receipt or provision of the service, and hidden defects immediately upon their discovery. Otherwise, the services shall be deemed approved.
19.1 Bridgly is entitled to amend these GTC for ongoing long-term contractual relationships with future effect, provided that the amendment is reasonable for the customer, taking into account the interests of both parties. An amendment is particularly reasonable in the event of changes due to new legal or regulatory requirements, supreme court rulings, technical developments, or to adapt to changed business processes.
19.2 Changes will be communicated to the customer in text form at least six weeks before they are scheduled to take effect. If the customer does not object to the changes in text form within six weeks of receiving the notification, the changes shall be deemed accepted. Bridgly will explicitly inform the customer of the significance of their silence and the deadline in the notification of changes.
19.3 If the customer objects within the specified period, the previous version of the GTC shall continue to apply until the next regular termination date. In this case, Bridgly may terminate the contract effective as of the next regular termination date.
20.1 Amendments and supplements to this contract, including these GTC, must be made in text form. Individual agreements made between the parties shall in any case take precedence over these GTC; for such agreements, any form in which they are actually concluded is sufficient for their validity.
20.2 The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
20.3 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich, provided the customer is a merchant, a legal entity under public law, or a special fund under public law. Bridgly is also entitled to sue the customer at their general place of jurisdiction.
20.4 The contract language is German. Should translations of these GTC be provided, the German version shall prevail in case of doubt.
20.5 Should any individual provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory regulation. The same applies to any loopholes.
This Part B applies in addition to Part A for
22.1 For customized standard training courses, Bridgly adapts content from its existing course portfolio according to the customer's specifications. The scope of the adjustments (e.g., branding, supplementary content, linguistic adjustments) is set out in the respective service description. All proprietary rights to the basic Bridgly components remain with Bridgly.
22.2 For individual productions, Bridgly creates training content entirely according to the customer's specifications. The specific scope of services, including intermediate milestones and acceptance criteria, is set out in the respective service description.
22.3 If acceptance is required, it shall be based on the agreed acceptance criteria. Insignificant defects do not prevent acceptance and are to be remedied within the scope of warranty rights.
22.4 The customer's obligations to cooperate include, in particular, the timely provision of content, specifications, approvals, and reviews. Delays for which the customer is responsible will postpone the delivery date accordingly.
23.1 Upon full payment of the agreed remuneration, the customer receives a simple, non-exclusive, non-transferable right to use training content produced or customized individually for them for internal use within the scope of the agreed license duration and for the agreed group of employees.
23.2 Passing these on to third parties outside the corporate group, publishing them, or reproducing them beyond the agreed purpose is not permitted. Further usage rights (e.g., exclusive usage rights, editing rights, or corporate licenses) require a separate agreement in text form and may be subject to an additional fee.
23.3 Insofar as Bridgly uses its own templates, modules, processes, software components, concepts, or methods ("Bridgly Components") for individual productions or the customization of standard training courses, all rights to these components remain with Bridgly. The customer receives only the right to use Bridgly Components to the extent required for the respective training.
24.1 If live online workshops, webinars, or comparable live formats are agreed upon, the following cancellation rates apply in the event of cancellation or rescheduling by the customer, unless otherwise agreed:
24.2 Unless a mutually agreed rescheduling is found, a postponement of the date is considered a cancellation within the meaning of § 24.1.
24.3 In the event of a live event cancellation for reasons attributable to Bridgly (e.g., illness of the trainer without a replacement), Bridgly will offer a replacement date if possible. If no agreement on a replacement date can be reached, fees already paid will be refunded. Further claims exist only in accordance with § 10.
This Part C applies in addition to Part A for the provision of the cloud-based learning platform at lernumgebung.bridgly.de as well as for the provision of standardized training content from the Bridgly course portfolio via this platform.
26.1 The SaaS service is provided via the internet. The point of delivery is the router output of the data center used by Bridgly's hosting provider. From this point onwards, data transmission is the responsibility of the public network and the customer's internet access.
26.2 The learning platform is currently provided via the external technical service provider LearnWorlds Ltd. Bridgly remains the sole contractual partner of the customer; this does not establish a contractual relationship between the customer and LearnWorlds.
26.3 Bridgly is entitled to change the technical service provider used, provided that the contractually agreed services are not significantly impaired as a result. Significant changes to data processing subcontractors will be communicated to the customer in text form at least 30 days before they take effect; the customer's right to object is governed by the DPA.
26.4 By default, data processing takes place within the European Economic Area. Any transfers to third countries are described in the Data Processing Agreement (DPA) and the privacy policy.
27.1 Bridgly guarantees 98% availability of the SaaS learning platform per calendar month. Availability is measured at the point of delivery (§ 26.1).
27.2 The following are specifically excluded from the availability calculation:
27.3 If availability falls below the level specified in § 27.1 during a calendar month for reasons attributable to Bridgly, the customer may reduce the pro-rata monthly fee for the affected SaaS service in proportion to the shortfall. This reduction is limited to 50% of the monthly fee for the affected SaaS service. Claims for damages remain subject to the provisions of § 10.
27.4 Bridgly offers support via email (support@bridgly.de) and, if individually agreed, by telephone. Standard service hours are Monday to Friday from 9:00 a.m. to 5:00 p.m. (excluding public holidays at Bridgly's registered office). An initial response to support requests will be provided within one business day.
28.1 The two most recent major versions of Google Chrome, Microsoft Edge, Mozilla Firefox, and Apple Safari are supported, as well as Apple iOS version 16 or higher with Safari on mobile devices, and Android version 10 or higher with the current Chrome version.
28.2 JavaScript and cookies must be enabled. For streaming content, a bandwidth of at least 5 Mbit/s is recommended, and at least 10 Mbit/s for HD content.
28.3 Corporate firewalls, pop-up or tracking blockers, or interference with data traffic by the Customer's security systems may impair the platform's functionality. Bridgly assumes no warranty for this.
28.4 Optionally, Single Sign-On (SSO) can be provided via Microsoft 365 or Google. When using customer-side authentication systems, Bridgly assumes no liability for their functionality.
29.1 Unless otherwise agreed, licenses are provided as named-user licenses: Each license is assigned to a specifically named natural person and is intended exclusively for their internal use on behalf of the Customer.
29.2 Licenses are limited in time to the agreed license duration, are non-transferable, and may not be sub-licensed. Account sharing, parallel logins with the same account, automated retrieval, systematic mass downloading, scraping, or similar practices are prohibited.
29.3 If there is a reasonable suspicion of over-usage or misuse, Bridgly is entitled to have a license audit conducted by a third party bound by confidentiality. Any identified over-usage must be licensed subsequently; further claims, particularly for damages, remain unaffected.
29.4 In the event of violations of Section 29.2, Bridgly is entitled to temporarily block the affected access after giving the Customer a prior opportunity to be heard, and to unblock it once the issue has been resolved.
30.1 Bridgly is entitled to adjust the course portfolio for legal, technical, or editorial reasons, in particular to supplement, update, or remove training content, provided this takes into account the state of relevant regulations and best practices.
30.2 Courses already booked and made available to registered users generally remain accessible until the end of the respective license term. If this is not possible for legal reasons (e.g., significant changes in the legal situation), Bridgly will provide the Customer with an equivalent replacement course.
30.3 Promotional statements regarding the "up-to-dateness" or "legal certainty" of the content refer to the status at the time of creation or the most recent update. No guarantee beyond this regarding the current legal situation is provided.
31.1 To the extent that the Customer provides their own content (e.g., supplementary materials, logos, text) as part of the platform usage, the Customer is solely responsible for its legality. In particular, the Customer warrants that this content does not infringe upon the rights of third parties (especially copyright, trademark, personality, and data protection rights) and does not violate applicable law.
31.2 In the event of a substantiated claim of legal infringement, Bridgly is entitled to temporarily block the affected content. The block will be lifted as soon as the legality has been proven.
31.3 The Customer shall indemnify Bridgly against all third-party claims asserted against Bridgly in connection with content provided by the Customer, including the necessary costs of legal defense. This is subject to the condition that Bridgly informs the Customer immediately of any such claims.
32.1 After the contract ends, the customer's exportable data (specifically participant lists, learning progress data, and certificate data) will be available for self-extraction in standard market formats for a period of 60 calendar days.
32.2 Upon request, Bridgly will support the customer in migrating to another provider. These support services will be charged based on time and effort at the applicable rates, unless otherwise agreed.
32.3 Upon request, Bridgly will provide the customer with an exit plan describing the orderly termination of service provision and the transfer of data to another provider (cf. Section 14.5).
32.4 After the retrieval period specified in Section 32.1 has expired, Bridgly will delete data not required for statutory retention obligations in accordance with its deletion policy. Otherwise, the respective data processing agreement applies.
This Part D applies in addition to Part A for contracts concerning the provision of digital content (specifically SCORM packages) for integration into a customer-operated learning infrastructure (e.g., the customer's LMS).
34.1 Upon full payment of the agreed remuneration, the customer receives a simple, non-exclusive, non-transferable, and non-sublicensable right to use the provided digital content to the agreed extent (specifically regarding the number of employees and license duration).
34.2 The right of use is limited to the internal training and professional development of the customer's employees. The customer has no rights to edit or further develop the content.
34.3 The customer is entitled to create a backup copy to the extent necessary to ensure contractual use. The backup copy must be marked "Backup Copy" and include Bridgly's copyright notice.
34.4 Unless otherwise agreed, installation and configuration services as well as ongoing content updates are not included in the scope of services and will be charged separately.
35.1 Bridgly warrants the agreed quality of the digital content and that the customer may use it to the agreed extent without infringing the rights of third parties.
35.2 The warranty for material defects does not apply to defects resulting from the use of digital content in a hardware or software environment that does not meet the contractually agreed requirements, or if the customer has altered or modified the content without authorization.
35.3 Defects must be reported in text form immediately upon receipt of the content. Section 18 of these General Terms and Conditions and Section 377 of the German Commercial Code (HGB) remain unaffected.
35.4 In the event of a material defect, Bridgly is entitled to subsequent performance, at its discretion, by either remedying the defect or delivering a defect-free version. If subsequent performance fails, the customer may withdraw from the contract or reduce the price in accordance with statutory provisions.
Bridgly GmbH
c/o LMU Innovation & Entrepreneurship Center
Giselastraße 10
80802 Munich
Germany
Registered in the Commercial Register.
Registration Court: Munich District Court · Registration Number: HRB 304248
Authorized Managing Directors: Niklas Josua Kohl, Luca Maximilian Blöcher
Phone: +49 894 1435983 · Email: team@bridgly.de · Website: www.bridgly.de
VAT Identification Number (Section 27a of the German Value Added Tax Act): DE455939950
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