1. General

1.1 These certification and licence conditions apply
1.1.1 for the certification of successful participants of the Loop Academy and
1.1.2 for the use of The Loop Approach® brand and the certificate that TheDive GmbH will provide to them after successful certification,
between TheDive GmbH (‘TheDive’) and the participant of the Loop Academy and subsequent licence holder (‘participant’ or ‘licence holder’).

1.2 The General Terms and Conditions of the Loop Academy as amended from time to time shall apply in addition.

1.3 For reasons of readability, the masculine form is used when referring to persons, but the feminine and non-binary form is always meant.

2. Contract trademark

2.1 TheDive offers consulting and training services and products under the name ‘The Loop Approach’ in the European Union (‘Contract Territory’).

2.2 The name ‘The Loop Approach’ is registered for TheDive for the following services as a word mark (UM 017959776) (‘contract mark’) for the contract territory:

• Class 35: ‘business management consultancy; business management consultancy; business organisation and management consultancy; business strategy consultancy; conducting business studies; development of business management concepts; development of business strategies [business consultancy]; in each case excluding business management, personnel management consultancy and recruitment services via digital networks; the foregoing services exclusively in the field of organisational consultancy and development’
• Class 41: ‘Coaching [training]; demonstration teaching in practical exercises; editing of texts, except advertising texts; publication of books; organisation and conducting of workshops [training]; the aforesaid services exclusively in the field of organisational consultancy and development’.

1. Subject of the Loop Academy

1.1 As part of the Loop Academy, TheDive offers training courses and train-the-trainer courses that enable participants to learn the theory of The Loop Approach®, a transformation approach developed by TheDive, to guide it in practice and to support teams with The Loop Approach®.

1.2. The Loop Academy provides training services, in particular
1.2.1 Training to acquire the methodological knowledge on which The Loop Approach® is based as well as training to impart practical knowledge for the application of The Loop Approach® transformation approach in teams,
1.2.2 Training in the support of teams during transformation processes.

1.3. The Loop Approach® is characterised by the following seven virtues of effective organisations:

• Clear alignment
• Well-utilised potential
• Distributed responsibilities
• Individual effectiveness
• Team effectiveness
• Adaptability
• Feedback and conflict competence.

1.4 Only TheDive or persons or organisations commissioned by TheDive are authorised to conduct training courses and certify participants. TheDive appoints Loop Academy trainers for this purpose.

2. Further training levels

2.1 The Loop Approach® distinguishes between three consecutive training levels: The Loop Approach® Fellow, The Loop Approach® Coach and The Loop Approach® Master. The content of The Loop Approach® Fellow and The Loop Approach® Coach training levels is determined by the following paragraphs. The content of The Loop Approach® Master training level is governed by separate certification and licence conditions.

2.2 TheDive provides the licence holder with documents as part of the training courses. The rights of use of the documents are governed by the conditions set out therein.

2.3 TheDive is solely responsible for deciding whether the respective training level has been successfully completed and whether certification is awarded.

2.4 The Loop Approach® Fellows and The Loop Approach® Coaches are authorised to offer and conduct training and team coaching using The Loop Approach® under their own name.
2.5 Certification is linked to the natural person of the participant.

3. The Loop Approach® Fellow

3.1 Certification as a The Loop Approach® Fellow certifies in-depth theoretical knowledge of The Loop Approach® framework and its components.

3.2 To obtain certification as a The Loop Approach® Fellow, successful participation in the following training modules is required:

• Attitude (2 training days)
• Individual Effectiveness (1 training day)
• Team Effectiveness & Structural Adaptation (2 training days)
• Feedback and conflict competence (2 training days)
• The Loop Approach® Transformation Architecture (3 to 3.5 training days)
• A description of the individual training modules can be found on the website www.loopapproach.com/academy. TheDive reserves the right to adapt and update these.

3.3 Certification without successful participation in all modules of a continuing education programme is possible if

• the participant has already acquired comparable expertise in one or more further training modules (e.g. by completing further training courses or participating in seminars),
• can prove this with attestations, certificates or in any other form,
• two Loop Academy trainers confirm the comparability of the expertise already acquired with the content of the corresponding further training module.
• The participation fee can be reduced if modules can be omitted. However, there is no entitlement to a reduction in the participation fee.
  4. The Loop Approach® Coach

4.1 Certification as a The Loop Approach® Coach certifies practical experience and reflection on at least two team coaching sessions conducted using The Loop Approach®.

4.2 Team coaching in the sense of section 4.1 means that a team was accompanied in workshops lasting 3 times 2 days and that impulses for the seven virtues from The Loop Approach® according to section 1.3 were introduced, which the team processed for itself.

4.3 Certification as a The Loop Approach® Coach requires that the participant fulfils the following requirements and can prove this accordingly:

• Certification as a The Loop Approach® Fellow,
• Completion and documentation of at least two team coaching sessions using The Loop Approach®,
• a successfully conducted reflection meeting between the participant and two Loop Academy trainers lasting around 2 hours, in which the two team coaching sessions with The Loop Approach® are discussed on the basis of the documentation prepared by the participant.

1. Certificate

1.1 After successful completion of The Loop Approach® Fellow or The Loop Approach® Coach training and full payment of the participation fees, the participant will be issued with a certificate corresponding to the respective training level. The certificate consists of a certificate and a seal corresponding to the level of training (‘certificate’). Upon receipt of the certificate, the participant is entitled to the rights arising from the certification.

1.2 Upon issuance of the certificate, the participant receives the non-exclusive, non-transferable, non-sublicensable right to use the certificate for the duration of this contract in the context of providing and advertising the following services in the contract territory:
The implementation of transformation processes with The Loop Approach® in your own company;

• the provision of consulting services and the support of teams in transformation processes with The Loop Approach® in other companies,
  („Beratungs- und Trainingsleistungen“).

• This also includes the right to refer to the certificate with regard to the provision of these services by the participant in communication media such as documents, brochures or advertising materials. The licence holder's right of use shall expire with immediate effect under the conditions specified in Section III. 7.3.

1.3 The use of the certificate in connection with services other than those listed in Section III. 1.2 is not permitted. In particular, the use of the certificates in connection with the training of third parties to become The Loop Approach® Fellows, The Loop Approach® Coaches or The Loop Approach® Masters or the certification thereof is not permitted.

1.4 The right to use the certificate relates only to the respective further training level and, if applicable, the previous further training levels of the licence holder.

1.5 The right of use shall expire if TheDive is prohibited from using the certificate by law or court order. In this case, the contract can be cancelled extraordinarily by both parties.

1.6 The licensee is not authorised to edit the certificate, in particular to make design changes to the seal image.

1.7 TheDive provides the participant with the seal image corresponding to the respective training level in digital form and in sufficient quality. The seal images are protected by copyright and have the following design:

The Loop Approach® Fellow Seal image:

The Loop Approach® Coach Seal image:

1.8 TheDive reserves the right to make updates, additions and changes to the certificate. Changes, additions and updates will be communicated to the licence holder in text form in good time. These changes to the licence specifications must be made immediately, but at the latest within the deadline set by TheDive. After expiry of the deadline, the Licensee may only use the certificate in its non-updated form or with non-updated additions with the written consent of TheDive.

1.9 The Loop Approach® Fellows and The Loop Approach® Coaches can use the certificate and the associated seal image to advertise their qualification.
When using the seal image, online or offline, the following reference to TheDive and The Loop Approach® is required in the immediate spatial context:

Certification of TheDive GmbH (loopapproach.com).

If the seal image is used on the homepage or other web presences of the licence holder, a link to loopapproach.com/academy of the seal image itself or via a link in the immediate vicinity of the seal image is also required.

1.10 The Licensee undertakes not to register or have registered the seal images as a trade mark

2. Validity of the certification

2.1 Certification as a The Loop Approach® Fellow remains permanently valid unless the contract is terminated prematurely for one or more of the reasons listed in Section III. 7.3.

2.2 In order to maintain certification as a The Loop Approach® Coach, participation in a one-day meeting offered or initiated by TheDive to exchange experiences of working with The Loop Approach® (‘exchange or intervision meeting’) is required once a calendar year. If the participant does not attend, the certification loses its validity. In this case, the certificate may no longer be used publicly and no counselling or training services may be offered or advertised using the certificate. Re-certification is only possible if an exchange or intervision meeting has been attended in the following calendar year or if two Loop Academy trainers have given their consent to re-certification in text form, irrespective of attendance at an exchange or intervision meeting.

2.3 TheDive reserves the right to adjust the requirements for maintaining the validity of the certification in the future. TheDive will inform the participant of these adjustments in good time.

3. Trademark Licence

3.1 By handing over the certificate for The Loop Approach® Fellow, TheDive grants the Licensee the non-exclusive, royalty-free and non-transferable right to provide and/or advertise the services listed in Section III. 1.2 in the contractual territory under the contractual brand for the duration of this contract:

3.2 The use of the contractual trademark in connection with consulting and training services other than those listed in Section III. 1.2 is not permitted. In particular, the use of the contractual trademark in connection with the training of third parties to become The Loop Approach® Fellows, The Loop Approach® Coaches or The Loop Approach® Masters or the certification thereof is not permitted.

3.3 The Licensee is aware that third parties who are not participants in the Loop Academy and are not certified by TheDive may also be authorised to use the contractual trademark.

3.4 The Licensee is not entitled to grant sub-licences.

3.5 The licencee's right of use shall expire with immediate effect under the conditions specified in Section III. 7.3.

4. Quality Assurance

4.1 The licence holder shall ensure the consistent quality of the consulting and training services provided under The Loop Approach®. He must also ensure that the contractual mark or certificate does not give the impression that it is the quality mark of an official inspection.

4.2 The licence holder shall ensure that the essence of the contractual trademark is preserved. The essence of the contractual trademark comprises

• the seven virtues of effective organisations in accordance with Section II. 1.3,
• the focus on team development towards self-organisation
• and the fact that people are always at the centre of the team development process.

4.3 The licence holder is obliged to inform TheDive immediately if he discovers that third parties are misusing the certificate or the contractual trademark.

5. Licence Note

5.1 The Licensee undertakes to use the contractual trademark, in particular on offers, workshop materials, presentations and in advertising, only in the form prescribed by TheDive and, if TheDive deems additions necessary, only with the additions prescribed by TheDive.

5.2 The Licensee shall point out that the contractual trademark is a registered trademark of TheDive, in particular by the following reference:
*‘The Loop Approach® is a trademark of TheDive GmbH (loopapproach.com)’.

5.3 Only the contract mark in its specifically registered form (‘The Loop Approach’) may be labelled with the registration mark®.

6. Third Party Rights

6.1 The Licensee shall indemnify TheDive and hold it harmless from all third-party claims arising from and in connection with the use of the certificate and the contractual trademark, provided that TheDive is not primarily responsible for the claims and liability. TheDive shall be predominantly responsible for damages that have arisen as a result of the exercise of the rights of instruction under this contract. Otherwise, § 254 BGB shall apply.

6.2 TheDive does not guarantee that the use of the contractual trademark does not infringe the rights of third parties. However, TheDive declares that it is not aware of any such rights, provided that the trademark is not used beyond the scope of the licence. No liability is assumed for freedom from defects, in particular dependence on third-party property rights.

6.3 TheDive warrants that the contractual trademark and the certificate have not been pledged, that no exclusive rights of use or other rights in rem have been granted that conflict with licensing within the meaning of this contract and that they are not the subject of enforcement proceedings.

7. Contract Term and Termination

7.1 This contract begins with the conclusion of the contract and has an unlimited duration, unless it is terminated prematurely in accordance with the following reasons. The licence rights are granted to the participant upon delivery of the certificate. The right of both parties to extraordinary cancellation remains unaffected.

7.2 The licence right to the contractual trademark ends, without the need for termination, with the legally binding cancellation of the contractual trademark. The other contractual conditions remain unaffected by this.

7.3 In particular, TheDive may extraordinarily terminate the contract with immediate effect if

7.3.1 the Licensee breaches its material contractual obligations or another material provision of this contract, unless this breach of contract is remedied within 5 days of a written request by TheDive,
7.3.2 the Licensee damages the reputation of TheDive or the training services offered by TheDive by using the contractual trademark or a certificate,
7.3.3 the Licensee uses the contractual trademark or certificate in a misleading, unauthorised manner in the course of business,
7.3.4 the Licensee makes misleading or untrue statements about TheDive in the course of business,
7.3.5 the Licensee intentionally or grossly negligently infringes TheDive's property rights, in particular copyrights and trademark rights,
7.3.6 the Licensee uses the licence marks and the certificate beyond the scope of the licence granted in accordance with Section III. 1.2, or
7.3.7 the Licensee fails to indicate that TheDive is the owner of the contractual trademark, in particular if it claims to be the owner of the contractual trademark itself.

7.4 In addition to extraordinary cancellation, TheDive reserves the right to assert other rights, in particular the assertion of claims for damages.

8. Processing after termination of the contract, rights of use

8.1 Upon termination of this licence agreement, the Licensee must immediately cease using the contractual trademark and the certificate.

8.2 TheDive shall remain the sole owner of all rights to the contractual trademark and the certificate even after termination of the contract. If the Licensee should acquire labelling or other rights due to the use of the trademark or the certificate, the Licensee shall transfer these to TheDive at the time of their creation, insofar as legally possible. TheDive accepts this transfer.

9. Maintenance and defence of the contractual trademark

9.1. TheDive undertakes to maintain the registration of the contractual trademark for the duration of this contract and to defend it against any attacks by third parties. This includes the conclusion of contracts with third parties such as demarcation agreements. This obligation does not apply if the acts of infringement are insignificant and the effort involved would be disproportionate. The judgement as to whether an infringing act is insignificant is the sole responsibility of TheDive.

10. Attacks by third parties against the licence holder's use of the contractual trademark

10.1 If the Licensee becomes aware that a third party is using a labelling and/or registering a trademark that is confusingly similar to the contractual trademark or otherwise infringes it, it must inform TheDive of this immediately. If a claim is made against the Licensee for injunctive relief and/or damages due to the use of the contractual trademark by a third party, the Licensee is obliged to inform TheDive of this immediately, providing the necessary details about the nature of the claim.

10.2 The Licensee is generally not entitled to bring an action in its own name for trade mark infringement or to apply for interim injunctions. TheDive is primarily authorised, but not obliged, to take legal action against the use of a confusingly or otherwise infringing name. In particular, it may make any action dependent on the licence holder contributing up to half of the costs of the action. The right of the licence holder to join an infringement action brought by the trademark owner in accordance with Article 25 (4) of the EUTMR in order to claim damages remains unaffected.

11. Non-aggression clause

11.1 The licence holder undertakes neither to attack the contractual trademark itself nor to support third parties in attacking property rights. This shall also apply after termination of this contract.

1. Liability

1.1 TheDive's liability is limited to intent and gross negligence on the part of TheDive or its legal representatives or vicarious agents.

1.2 Limitations of liability do not apply to the breach of essential contractual obligations (cardinal obligations). Cardinal obligations are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. In the event of a breach of a cardinal obligation, liability - insofar as the damage is only due to slight negligence - shall be limited to such damage as must typically be expected to occur within the scope of this contractual purpose.

1.3 Limitations of liability shall not apply within the scope of guarantees given, for claims arising from the Product Liability Act or other mandatory statutory provisions and in the event of culpable injury to life, limb or health.

2. Other

2.1 Should a provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with another valid provision that comes closest to the intended economic purpose. The same shall apply in the event of a gap in the contract.

2.2 In the event of contradictions between this contract and the General Licence Conditions, this contract shall take precedence.

2.3 All amendments and additions to this contract must be made in writing to be effective. This also applies to any amendment or cancellation of this written form clause.

2.4 This contract shall be governed by German law. The exclusive place of jurisdiction is, as far as legally possible, the District Court of Berlin.