Terms and conditions
General Terms and Conditions of Goalimpact GmbH
I. Subject matter and scope
- The following General Terms and Conditions apply to all services provided by Goalimpact GmbH.
- These General Terms and Conditions constitute an integral part of every contract concluded, unless agreements to the contrary are reached in individual instances. They shall also apply to future business relationships with the client even if their applicability is not expressly indicated.
- Deviating terms and conditions of the client and amendments and additions to these General Terms and Conditions shall only be valid insofar as acknowledged in writing by Goalimpact. The same shall apply even if the client's Terms of Trade and/or Delivery have not expressly been opposed.
II. Content of the order
- Goalimpact GmbH is obliged to render the services specified in further detail in the contract. It cannot be held responsible for the attainment of specific results, in particular the materialisation of any forecasts and predictions.
- If consultancy is provided in written form, the written explanations shall be binding. Oral comments by employees of Goalimpact GmbH outside the scope of the order in question shall always be made without commitment.
- If factual circumstances change following the completion of services and Goalimpact becomes aware of this, Goalimpact shall not be obliged to draw these changes and the resulting consequences to the client's attention.
III. Deadlines; warranty
- Unless expressly agreed in writing, delivery dates shall fundamentally be without commitment and represent merely an approximate period for performance. If performance agreed in writing by Goalimpact is delayed beyond the agreed period, ensuing rights may only be enforced following written notice of a deadline of at least one week and warning of rejection.
- If Goalimpact performs remunerated work in the context of the order, the client shall examine it immediately following handover/commissioning and provide written notice of apparent defects within 14 days, and of hidden defects immediately upon their discovery. In such instances, Goalimpact's warranty obligations shall be limited to rectification, price reduction or cancellation, as we deem fit. For commercial transactions, Goalimpact shall moreover be entitled to limit warranty to the assignment of its own warranty entitlements in respect of manufacturers, suppliers and developers. If rectification by Goalimpact fails, the client may demand cancellation or price reduction, as it deems fit. All further entitlements, in particular to compensation for direct or indirect consequential losses as a result of the defect, are excluded unless the loss is attributable to the absence of a warranted quality.
- Goalimpact is entitled to use the factual material received from the client as a complete and accurate basis. It shall be checked only for obvious inaccuracies.
- Goalimpact's services shall have no protective effect for the benefit of third parties. If claims for compensation should nevertheless be made against Goalimpact by third parties, Section VI shall apply.
- Goalimpact is obliged to treat in confidence all business secrets of the client of which it acquires knowledge as a result of the partnership.
IV. Copyright and rights of use, ownership
- All drafts, work, lists etc. prepared by Goalimpact constitute work protected by copyright pursuant to Section 2 of German Copyright Law (UrhG), even if they do not satisfy the requirements of Section 2 of German UrhG. All performance by Goalimpact may consequently not be used or processed for purposes other than that specified in the contract, without the permission of Goalimpact GmbH.
- In the event of the transfer of rights, the geographical, temporal and material scope of these rights shall be based exclusively on the contractual agreements or the contractual purpose; Section 31 Para. 5 of German UrhG shall apply accordingly. The rights shall only pass to the principal upon full payment of the total order.
- Ownership of the results of work by Goalimpact GmbH shall only pass to the principal upon full payment of the order.
V. Invoices; offsetting
- Prices agreed shall in each case be exclusive of statutory turnover tax. Invoices shall be payable in full, immediately upon receipt. After the elapsing of 14 days after the invoice date, interest shall be charged at 3% above the central-bank discount rate.
- The offsetting against counterclaims or the assertion of a right of retention shall only be permissible if the client's entitlements are not disputed or are legally declared.
VI. Liability and dispatch
- In the event of claims based on ordinary negligence, Goalimpact shall be liable only for an amount equivalent to the value of the order. A claim shall be deemed to mean the total entitlements of all claimants resulting from a uniform service. Goalimpact shall not be liable for unforeseeable, contractually atypical claims based on ordinary negligence. Insofar as the client wishes insurance for a higher amount by third-party risk insurer, it shall be the client's responsibility to indicate this. In this instance, the client shall meet the costs of the higher insured amount, insofar as such cover can be arranged.
- It shall not be the duty of Goalimpact to examine legal issues, in particular relating to transfer rights and competition.
- If Goalimpact receives any demands of forbearance or claims for damages from third parties on account of the presentation and/or content of the results of its work, the principal shall release Goalimpact from liability.
VII. Concluding provisions
- The place of performance for delivery and payment and the legal venue for all disputes between the parties to the contract shall be Hamburg, insofar as the contractor is a trader, a legal person under public law or a public special fund. The legal venue likewise applies for other than the aforementioned persons if the contractor does not maintain a general venue in Germany, transfers its domicile and/or place of business from abroad immediately after conclusion of the contract or its domicile and/or place of business or usual place of residence are not known at the time at which proceedings are instituted.
- The invalidity of individual provisions shall moreover not affect the validity of the contract. A null and void provision shall be substituted by a supplementary interpretation, and if possible a regulation, that is as close as possible to the null and void provision.
- Unless otherwise agreed, German law shall likewise apply to contractual relationships with foreign contractors.