For the usage and administration of the Virtualbadge.io software.
Last updated on the 9th June 2026.
Preamble
(A) FutureNext GmbH, headquartered in Mannheim (Mannheim Local Court HRB 736146 – hereinafter: the “Licensor”), is a company that develops and operates cloud-based software solutions for the creation, management, and provision of digital badges and certificates.
(B) The Software enables the Customer to create, manage, and make digital badges and certificates available to third parties for their own purposes.
(C) The Customer intends to use the Software in the course of its business activities, in particular for the creation and management of digital credentials for events, courses, certifications, or similar purposes.
Notwithstanding the foregoing, the parties agree as follows:
1. Subject Matter of the Agreement
1.1. The subject matter of this Agreement is the provision of a cloud-based software solution for the creation, management, and provision of digital badges and certificates under the Virtualbadge.io brand (hereinafter: “Software”) via the Internet.
1.2. The Licensor makes the Software available to the Customer for use for the duration of the respective individual order. The Software is not provided for permanent use.
1.3. Individual services, in particular customizations (e.g., branding), training, or consulting services, are not the subject of this Agreement and require a separate agreement.
1.4. The Licensor does not provide any certification, examination, or validation services. The Software serves exclusively as a technical tool for the creation and management of badges and/or certificates.
1.5. The contractual relationship exists exclusively between the Licensor and the Customer. No contractual relationship is established with third parties to whom the Customer provides digital badges or certificates; nor are they included within the scope of protection of this Agreement.
2. Scope
2.1. These Terms of Use apply to all agreements between the Licensor and the Customer regarding the use of the Software, unless otherwise expressly stipulated in the respective agreement.
2.2. Other agreements (e.g., framework agreements, individual orders, or order forms) shall take precedence over these Terms of Use only to the extent expressly provided.
2.3. The Customer’s terms and conditions shall not become part of the contract, even if they are referenced or sent in the respective offer or other documents. In the alternative, the validity of these terms and conditions is hereby expressly rejected.
3. Rights of Use
3.1. The Licensor grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Software for the agreed-upon duration or to the agreed-upon extent.
3.2. The Customer is entitled to use the Software to create, manage, and provide badges and certificates for third parties. Use is limited to the Customer’s own business purposes.
3.3. Use on behalf of third parties, in particular through resale, sublicensing, or as a platform for third parties, is prohibited.
3.4. The Customer is not entitled to reproduce, edit, reverse engineer, or otherwise modify the Software, unless such actions are expressly permitted by law.
4. Access and Account Regulations
4.1. Use of the Software requires the creation of a Customer account. The Customer is obligated to provide complete and accurate information during registration.
4.2. The Customer is responsible for keeping their login credentials confidential and must take appropriate measures to secure access. The Customer must immediately notify the Licensor of any unauthorized use.
4.3. All actions performed under the Customer account are attributed to the Customer.
5. Customer Obligations
5.1. The Customer is obligated to use the Software exclusively in accordance with applicable laws and the relevant contractual provisions.
5.2. In particular, the Customer is obligated to
5.2.1. protect the Software from unauthorized access,
5.2.2. ensure that their employees and other users comply with these Terms of Use,
5.2.3. not to process or distribute any illegal content via the Software,
5.2.4. to respect the rights of third parties.
5.2.5. not to use the Software to create or distribute content that is discriminatory, hateful, harassing, or that glorifies or incites physical violence, nor for any unlawful, youth-endangering, or rights-infringing purposes.
5.3. The Customer is solely responsible for all content that they process or provide via the Software.
6. Content and Badges
6.1. The Licensor assumes no responsibility for the accuracy, completeness, or legal admissibility of the badges or certificates created by the Customer. The Licensor is under no obligation to review the content.
6.2. The Customer is responsible for the proper use of login credentials, tokens, and other means of access for the created badges or certificates.
6.3. The Licensor makes no warranty regarding the recognition or acceptance of certificates or badges by third parties, unless otherwise agreed in the individual contract.
7. Availability and Operation
7.1. The Licensor makes the Software available within the scope of its technical and operational capabilities.
7.2. Uninterrupted availability at all times is not guaranteed.
7.3. The Licensor is entitled to perform maintenance work and to temporarily restrict or suspend the Software to the extent necessary.
7.4. The Licensor is entitled to further develop, adapt, or modify the Software at any time, provided that its essential functions are retained.
7.5. Use of the Software requires an internet-enabled device with a current, common web browser in its respective latest version (e.g. Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari) and a stable internet connection.
8. Remuneration, Terms of Payment, Invoicing
8.1. Remuneration is based on the respective individual order.
8.2. Unless otherwise specified in the individual order, the following applies:
8.2.1. Billing is done monthly in advance.
8.2.2. Invoices are issued in electronic form, specifically via email.
8.2.3. Invoices are due for payment without deduction within 7 calendar days of receipt.
8.2.4. The Customer shall be in default without further notice if payment is not made within 7 calendar days of receipt of the invoice.
8.2.5. In the event of the Customer’s default in payment, the Licensor is entitled to temporarily restrict services or block access to the Software, provided that the Customer has previously been requested to pay within a reasonable period.
8.2.6. Set-off is permitted only against undisputed or legally established claims.
9. Refunds
9.1. If the Licensor terminates a paid contract without good cause, the Licensor shall refund the Customer the pro-rata portion of the fees paid in advance for the current billing period that is attributable to the time after the termination takes effect.
9.2. In all other cases, there is no entitlement to any refund or reimbursement. This applies in particular where access to the Software is restricted or suspended for a reason attributable to the Customer, or where the contract is terminated for good cause.
9.3. Where the contract renews automatically for lack of timely cancellation (Section 16.4), fees paid in advance for the current or the renewed billing period are not refundable; this applies even if the Customer has not used, or only partially used, the Software during that period. The right to terminate for good cause and any mandatory statutory refund rights remain unaffected.
10. Subcontractors / Third-Party Providers
10.1. The Licensor is entitled to engage third parties (subcontractors) in whole or in part to perform its services.
10.2. The Licensor remains responsible to the Customer for the contractual performance of services even when subcontractors are used.
10.3. The Licensor will carefully select subcontractors and—to the extent required by law—contractually oblige them to comply with the essential obligations under this Agreement.
10.4. Subject to data protection regulations, the Customer’s consent is not required for the use of subcontractors.
10.5. To the extent that subcontractors are engaged in the context of order processing, this shall be done in accordance with data protection regulations.
10.6. The Licensor uses licenses from third-party providers to fulfill the contract. Information on this can be found at: https://admin.virtualbadge.io/pages/licenses.html.
11. Data Protection
11.1. The Licensor processes personal data only to the extent necessary for the performance of the contract or where a corresponding agreement or instruction exists.
11.2. To the extent that the Licensor processes personal data on behalf of the Customer, the parties shall enter into a separate agreement regarding data processing.
11.3. The Licensor is entitled to use data generated during the use of the Software in aggregated form for the purposes of statistical analysis as well as for the improvement and further development of the Software. In doing so, no data will be used that allows identification of the Customer or individual natural persons.
12. Liability
12.1. The Licensor is liable for damages resulting from injury to life, body, or health in accordance with statutory provisions.
12.2. The Licensor is further liable for other damages resulting from an intentional or grossly negligent breach of duty by the Licensor or a legal representative or vicarious agent of the Licensor.
12.3. The Licensor is not liable for negligence unless a material contractual obligation (cardinal obligation) is breached. In such cases, however, liability is limited to foreseeable damages typical for this type of contract.
12.4. The Licensor shall not be liable for damages that can be avoided if the Customer performs proper data backups.
12.5. If the Licensor uses third-party networks, facilities, and technologies for the provision of the service that are not owned or controlled by the Licensor, the Licensor shall be liable for any resulting damages only on a secondary basis. The Customer must first assert their claim for damages against the third party in court. Any claims the Licensor may have against the third party that are necessary to assert the Customer’s claim for damages against the third party shall be assigned by the Licensor to the Customer for this purpose. The Licensor is obligated to provide the Customer with all necessary information and documents. Only if and to the extent that the Customer is unable to obtain compensation for the damage from the third party may the Customer assert any claims for damages against the Licensor (provided that the conditions for the Licensor’s liability are otherwise met).
12.6. Liability under the Product Liability Act remains unaffected by this.
13. Legal Defects
13.1. The Licensor shall be liable for the infringement of third-party rights through its services only to the extent that the service is used in accordance with the contract. The Licensor shall be liable for infringements of third-party rights only within the European Union and the European Economic Area and at the place of contractual use of the service.
13.2. If a third party asserts against the Customer that a service provided by the Licensor infringes its rights, the Customer shall notify the Licensor immediately. The Licensor and, if applicable, its subcontractors are entitled, but not obligated, to defend against the asserted claims at their own expense.
13.3. If a service provided by the Licensor infringes the rights of third parties, the Licensor shall, at its sole discretion and at its own expense, (i) secure the right for the Customer to use the service, or (ii) modify the service so that it no longer infringes such rights, or (iii) terminate the service and refund the fees paid by the Customer for this purpose (less reasonable compensation for use) if the Licensor cannot remedy the situation with reasonable effort. In this case (iii), the Licensor is entitled to terminate all contracts related to the granting of rights to use the Software for cause.
14. Indemnification
14.1. The Customer shall indemnify the Licensor upon first request against all claims by third parties:
14.1.1. that are based on the fact that the content provided by the Customer (including data, product information, templates, logos, and trademarks) infringes the rights of third parties and
14.1.2. result from the Customer’s breach of these Terms of Use.
14.2. The indemnification also covers the reasonable costs of legal defense.
15. Statute of Limitations
15.1. The statutory statute of limitations applies to claims under Sections 12.1 and 12.2.
15.2. Otherwise, liability claims expire one year after the statutory limitation period begins.
16. Term and Termination
16.1. The term is determined by the respective individual order.
16.2. The right to terminate the agreement for cause remains unaffected.
16.3. Good cause shall be deemed to exist in particular if the Customer breaches material contractual obligations. In this case, the Licensor is further entitled to temporarily block access to the Software.
16.4. After expiry of the term agreed in the individual order, the contract renews automatically for successive periods of the same length, unless terminated in compliance with the notice period agreed in the individual order. In case of no individual orders, termination can be done at any time before the renewal day. Diverging provisions in individually signed contractual terms shall take precedence.
17. Consequences of Contract Termination
17.1. The Customer’s right of use ends upon termination of the contract.
17.2. The Licensor is entitled to restrict or suspend access to the Software as well as to created badges.
17.3. The Licensor is not obligated to ensure the continued availability or validity of badges after the contract ends.
17.4. The Customer may request the migration of the data they have submitted in a standard file format up to three months after the termination takes effect. The Licensor’s compensation is based on the hourly rates in effect at that time.
17.5. At the Customer’s request, the Licensor will assist the Customer in transferring the validation of the issued digital credentials to the Virtualbadge.io website or in implementing the validation independently. The Licensor’s compensation is based on the hourly rates in effect at that time.
18. Confidentiality / Reference
18.1. For the duration of this Agreement and for a period of three years following its termination, the parties are obligated to maintain confidentiality regarding trade and business secrets or information designated as confidential that becomes known in connection with the performance of the Agreement. The contents of meetings are considered confidential information.
18.2. The parties shall disclose confidential information to third parties only with the written consent of the other party. Exceptions include organs, employees, or subcontractors of a party (to the extent that they require the information to perform the services and are similarly bound to confidentiality) as well as service providers who are bound by professional confidentiality obligations (e.g., attorneys and tax advisors).
18.3. The parties shall use commercially reasonable efforts to ensure compliance with these confidentiality provisions by their employees, and in the case of subcontractors or representatives.
18.4. The confidentiality provisions shall not apply to information that (i) was already in the possession of a party prior to the negotiations leading to this agreement, (ii) is already in the public domain or becomes so subsequently without a party having breached this provision, or (iii) is disclosed in accordance with a statutory provision or a court order, provided that the other party has been reasonably notified of the statutory provision or the order.
18.5. The Licensor is entitled to use the Customer’s logo and name as a reference on its website and in its presentations.
19. Final Provisions
19.1. Any amendments, additions, or termination of these license terms require an electronic signature using an appropriate signature program (e.g., such as HubSpot, DocuSign, or similar). In any case, compliance with the written form requirement is sufficient.
19.2. Should individual provisions of this agreement be or become completely or partially invalid, void, or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid, void, or unenforceable provision, a valid and enforceable provision shall be deemed agreed upon whose effects most closely approximate the economic purpose of the original provision. The same applies to any gaps in the agreement.
19.3. The substantive law of the Federal Republic of Germany shall apply. The place of jurisdiction is the Licensor’s registered office.
Contact us
In order to resolve a complaint regarding the Software or to receive further information regarding use of the Software and further services offered by FutureNext, please contact us at:
FutureNext GmbH
Julius-Hatry-Straße 1
Mannheim, Baden-Württemberg 68163
Germany
support@virtualbadge.io
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