1.1 These certification and licensing terms apply
1.1.1 for the certification of successful Loop Academy participants and
1.1.2 for the use of The Loop Approach® trademark and certificate, which TheDive GmbH provides to them after successful certification,
between TheDive GmbH ("TheDive") and the participant of the Loop Academy and subsequent licensee ("participant" or "licensee").
1.2 The General Terms and Conditions (“GTC”) of the Loop Academy, in the version applicable at the time, also apply. The GTC do not apply for Inhouse trainings.
1.3 For reasons of readability, the masculine form is used when referring to persons, but the feminine and non-binary form is always implied.
2. Licensed Trademark
2.1 TheDive provides consultancy, training services and products under the name "The Loop Approach" in the European Union ("Licensed Territory").
2.2 The name "The Loop Approach" is registered as a word mark (UM 017959776) ("Licensed Trademark") for TheDive for the following services in the Licensed Territory.:
1. Subject of the Loop Academy
1.1 Within the Loop Academy, TheDive offers trainings and train-the-trainer courses that enable participants to learn the theory of The Loop Approach®, a transformational approach developed by TheDive, and to guide teams in practice using The Loop Approach®.
1.2. Subject of the Loop Academy are training services, in particular
1.2.1 Trainings to acquire the methodological knowledge underlying The Loop Approach® as well as trainings to impart practical knowledge for the application of The Loop Approach® transformation approach in teams,
1.2.2 Trainings regarding the accompaniment of teams in transformation processes.
1.3. The Loop Approach® is characterised by the following seven habits of effective organisations:
1.4 Only TheDive or persons or organisations authorised by TheDive are entitled to conduct the train-the-trainer trainings and to certify the participants. TheDive appoints Loop Academy trainers for this purpose.
2. Levels of Training
2.1 There are three consecutive levels of The Loop Approach® trainings: The Loop Approach® Fellow, The Loop Approach® Coach and The Loop Approach® Master. The content of the training levels The Loop Approach® Fellow and The Loop Approach® Coach is determined by the following paragraphs. The content of the further training level The Loop Approach® Master is determined by separate certification and licensing conditions.
2.2 TheDive provides the licensee with documents within the context of the trainings. The rights of use of the documents are governed by the conditions regulated therein.
2.3 Whether the respective level of training has been successfully completed and the certification is granted is the sole decision of TheDive.
2.4 The Loop Approach® Fellows and The Loop Approach® Coaches are allowed to offer and conduct trainings and team accompaniments with The Loop Approach® under their own name.
2.5 Certification is linked to the natural person that is the participant.
3. The Loop Approach® Fellow
3.1 The certification as a The Loop Approach® Fellow certifies profound theoretical knowledge of The Loop Approach® framework and its components.
3.2 In order to obtain certification as The Loop Approach® Fellow, successful participation in the following training modules is required:
A description of the services of the individual training modules is available on the website www.thedive.com/en/the-loop-approach/loop-academy/loop-ausbildung. 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 Loop Approach® Coach
4.1 The certification as a The Loop Approach® Coach certifies practical experience and reflection on at least two team accompaniments carried out with The Loop Approach®.
4.2 A team accompaniment in the sense of clause 4.1 means that a team was accompanied with three 2-day workshops and in doing so, impulses for the seven habits from The Loop Approach® according to clause 1.3 were incorporated, which the team incorporated for itself.
4.3 The certification as a The Loop Approach® Coach requires that the participant fulfils the following prerequisites and can prove this accordingly:
1.1 After successfully completing the training to become a The Loop Approach® Fellow or The Loop Approach® Coach and paying the participation fees in full, the participant will be presented with a certificate corresponding to the respective level of training. The certification consists of a certificate and a seal image corresponding to the level of training ("certificate"). With the handing over of the certificate, the participant is entitled to the rights resulting from the certification.
1.2 Upon issuance of the certificate, the participant receives the non-exclusive, compensation-free and non-transferable, non-sublicensable right to use the certificate for the duration of this contract within the scope of the provision and promotion of the following services in the Licensed Territory:
The realisation of transformation processes with The Loop Approach® in an own company;
the provision of consulting services and the accompaniment of teams in transformation processes with The Loop Approach® in other companies,
(„Consulting and training services“).
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 licensee'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 Clause 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® Master or the certification thereof is not permitted.
1.4 The right to use the certificate only refers to the respective level of training and, if applicable, the licensee's previous levels of training.
1.5 The right of use expires if TheDive is prohibited from using the certificate under regulatory or judicial law. In this case, the contract may be terminated extraordinarily by either party.
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 level of training in digital form 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 shall be communicated to the licensee in text form in due time. These changes to the licence specifications must be made without delay, but at the latest within the deadline set by TheDive. After expiry of the deadline, the licensee may only use the certificate in the 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 (thedive.com)“.
If the seal image is used on the licensee's homepage or other web presences, a link to thedive.com/en/the-loop-approach/loop-academy/loop-ausbildung of the seal image itself or via a link in the immediate proximity of the seal image is also required.
1.10 The licensee commits himself not to register or have registered the seal images as a trademark.
2. Validity of the Certification
2.1 The certification as The Loop Approach® Fellow shall remain permanently valid unless there is a premature termination of the contract due to one or more of the reasons mentioned in Clause III. 7.3.
2.2 In order to maintain the certification as a The Loop Approach® Coach, participation in a one-day meeting offered or initiated by TheDive to share experiences of working with The Loop Approach® ("exchange or intervision meeting") is required once per calendar year. If the participation does not take place, the certification loses its validity. In this case, the certificate may no longer be used publicly and no consulting and training services may be offered and advertised using the certificate. Re-certification is only possible if an exchange or intervision meeting has been attended in the following calendar year or two Loop Academy trainers have given their consent to re-certification in text form, irrespective of participation in an exchange or intervision meeting.
2.3 TheDive reserves the right to adjust the requirements for maintaining the validity of the certification for the future. TheDive will inform the participant of these adjustments in a timely manner.
3. Trademark Licence
3.1 Upon issuance of the certificate, the participant receives the non-exclusive, compensation-free and non-transferable, non-sublicensable right to provide and/or advertise the services listed under clause III. 1.2 in the Licensed Territory under the Licensed Trademark:
3.2 The use of the Licensed Trademark in connection with consulting and training services other than those listed in Clause III. 1.2 is not permitted. In particular, the use of the Licensed Trademark in connection with the training of third parties as 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 the use of the Licensed Trademark may also be permitted to third parties who are not participants of the Loop Academy and are not certified by TheDive.
3.4 The licensee is not entitled to issue sub-licences.
3.5 The licensee's right of use shall expire with immediate effect under the conditions specified in Section III. 7.3.
4. Quality Control
4.1 The licensee shall ensure a consistent quality of the consulting and training services provided under The Loop Approach®. The licensee shall also ensure that the Licensed Trademark or certificate does not give the impression of being the quality mark of an official inspection.
4.2 The licensee shall ensure that the essence of the contract mark is preserved. The essence of the contractual mark includes:
the seven habits of effective organisations according to point II. 1.3.,
the orientation of team development towards self-organisation
and the fact that the human being is always at the centre of the team development process.
4.3 The licensee is obliged to inform TheDive immediately if he/she becomes aware that third parties are misusing the certificate or the contract mark.
5. Licence Note
5.1 The licensee commits to use the Licensed Trademark in particular on offers, workshop materials, presentations and in advertising only in the form specified by TheDive and, if TheDive deems additions necessary, only with the additions specified by TheDive.
5.2 The licensee shall indicate that the Licensed Trademark is a registered trademark of TheDive, in particular through the following notice:
„The Loop Approach® is a trademark by TheDive GmbH (thedive.com)”.
5.3 Only the contract mark in its specifically registered form ("The Loop Approach") may be marked with the registration mark ®.
6. Rights of Third Parties
6.1 The licensee shall indemnify TheDive and exempt TheDive from all claims of third parties arising out of and in connection with the use of the certificate and the Licensed Trademark, unless the claims and liability are predominantly TheDive's responsibility. TheDive is predominantly responsible for damages that have causally arisen due to the exercise of the rights to issue instructions under this contract. In all other respects § 254 BGB shall apply.
6.2 TheDive does not warrant that the use of the Licensed Trademark does not infringe any third party rights. 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 the absence of defects, in particular the dependence on third party property rights.
6.3 TheDive ensures that the Licensed Trademark and certificate have not been mortgaged, that no exclusive rights of use or other rights in rem have been granted which prevent licensing under this agreement and that they are not the subject of any enforcement procedures.
7. Duration and Termination of the Contract
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 termination remains unaffected.
7.2 The licensing right to the Licensed Trademark shall end, without the need for termination, with the legally binding cancellation of the Licensed Trademark. The other terms and conditions of the contract shall remain unaffected by this.
7.3 TheDive may extraordinarily terminate the contract with immediate effect in particular if
7.3.1 the licensee violates its essential contractual obligations or any other essential provision of this agreement, unless this violation of the agreement is remedied within 5 days after written request by TheDive,
7.3.2 the licensee by using the Licensed Trademark or a certificate damages the reputation of TheDive or training services offered by TheDive,
7.3.3 the licensee uses the Licensed Trademark or certificate in a misleading, unauthorised manner in business,
7.3.4 the licensee makes misleading or untrue statements about TheDive in the course of business,
7.3.5 the licensee violates property rights of TheDive, in particular copyrights and trademark rights, intentionally or through gross negligence,
7.3.6 the licensee uses the Licensed Trademark and the certificate beyond the granted scope of the licence in accordance with Clause III. 1.2, or
7.3.7 the licensee does not indicate that TheDive is the owner of the Licensed Trademark, in particular if he/she pretends to be the owner of the Licensed Trademark himself/herself.
7.4 In addition to the extraordinary termination, TheDive reserves the right to assert other rights, in particular the assertion of claims for damages.
8. Processing After Contract Termination, Rights From Usage
8.1 Upon termination of this licence agreement, the licensee shall immediately cease using the Licensed Trademark and the certificate.
8.2 TheDive remains the sole owner of all rights to the Licensed Trademark and certificate even after termination of the contract. If any trademark or other rights arise for the licensee as a result of the use of the trademark or the certificate, the licensee shall transfer these to TheDive at the time they arise, insofar as this is legally possible. TheDive accepts this transfer.
9. Maintenance and Defence of the Licensed Trademark
TheDive commits itself to maintain the registration of the Licensed Trademark during the term 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 infringing acts are insignificant and the effort would be disproportionate. The assessment of whether an infringing act is insignificant is the sole responsibility of TheDive.
10. Attacks by Third Parties Against the licensee's Use of the Contractual Mark
10.1 If the licensee becomes aware that a third party is using a mark and/or registering a mark which is likely to be confused with or otherwise infringes the Licensed Trademark, the licensee shall immediately notify TheDive thereof. In the event that a claim for injunctive relief and/or damages is made against the licensee on the basis of the use of the Licensed Trademark by a third party, the licensee is obliged to inform TheDive thereof without undue delay, including the necessary details about the nature of the claim.
10.2 The licensee is not entitled to file a lawsuit in its own name for trademark infringement or to apply for preliminary injunctions. TheDive is primarily entitled, but not obliged, to take legal action against the use of a confusingly or otherwise infringing designation. In particular, it may make action dependent on the licensee contributing up to half of the costs of the action. The licensee's right to join an infringement action brought by the trade mark proprietor in order to assert its damages pursuant to Article 25 (4) UMV shall remain unaffected.
11. Non-Challenge Clause
The licensee commits himself neither to attack the Licensed Trademark himself nor to support third parties in attacking property rights. This shall also apply after termination of this contract.
1.1 The liability of TheDive is limited to intent and gross negligence on the part of TheDive or its legal representatives or agents.
1.2 Limitations of liability do not apply to the violation of essential contractual obligations (cardinal obligations). Cardinal obligations are defined as obligations the fulfilment of which is essential for the proper functioning of the contract and on the fulfilment of which 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 may typically be expected to occur within the scope of this contractual purpose.
1.3 Limitations of liability do not apply within the scope of guarantees given, for claims arising from the law on product liability or other mandatory statutory provisions and in the event of culpable injury to life, limb or health.
2.1 Should any provision of this contract be or become invalid, the validity of the remaining provisions shall not be affected thereby. The parties commit themselves to replace the ineffective provision by another, effective provision which comes as close as possible to the intended economic purpose. The same shall apply in the event of a contractual gap.
2.2 In the event of any inconsistency between this agreement and the General Licence Terms, this agreement shall have precedence.
2.3 All amendments and additions to this contract must be made in writing to be effective. This also applies to an amendment or cancellation of this written form clause.
2.4 German law applies to this contract. The exclusive place of jurisdiction is, as far as legally possible, the Berlin Regional Court.