General Terms and Conditions of Goalimpact GmbH
The General Terms and Conditions ("T&Cs") govern the contractual relationship between Goalimpact GmbH ("Goalimpact") and its customers ("Customers"), unless otherwise agreed by individual agreement. Goalimpact exclusively concludes contracts with entrepreneurs in the sense of § 310 Sec. 1 BGB and not with consumers. With your order, you declare that you are acting as an entrepreneur.
By clicking on the button "order" or "pay now", the Customer makes an offer to Goalimpact to conclude a contract. As part of the registration and login process, Goalimpact sends the Customer e-mails. These e-mails are not an acceptance by Goalimpact and do not constitute the conclusion of a contract. The “Contract” is only concluded through explicit acceptance by Goalimpact. The acceptance is usually sent to the Customer shortly after placing his order to the e-mail address provided by the Customer. Acceptance by Goalimpact is deemed to have been declared at the latest when the contractual product is made available to the Costumer.
3.1Goalimpact offers its customers a diverse range of products for the use of the Goalimpact Prediction. This includes in particular the provision of players' goal and coach impact values, if necessary in packages or as part of a flat rate ("Goalimpact Basic" or "Coachimpact Basic"),
The specific subject matter of the Contract in each case depends on the scope of the data package or the corresponding service ordered by the Customer. Services are only subject matter of the Contract if and insofar they are explicitly selected by the parties as subject matter of the Contract within the scope of the order.
3.2 Goalimpact grants the Customer a non-exclusive, non-transferable license for the duration of this Contract to use the data ordered by the Customer in the form of a Prediction which is made available to the Customer as a graph ("Contract Product"). During the term of the Contract, the Customer has access to the Contract Product calculated and made available on a daily basis via a hyperlink provided by Goalimpact.
"Non-exclusive" means that Goalimpact may license the Contract Product and the associated data to any third parties without any restriction and, in addition, may also use it for its own purposes.
3.3 The Contract Product and all rights to the data associated with the it, in particular those pursuant to § 87a et seq. of the German Copyright Act (UrhG), shall remain with Goalimpact in any case.
3.4 New versions of the Contract Product, which improve or extend the Contract Product or the user interface may be made available to the Customer free of charge from time to time ("Update"), shall automatically be included in the scope of this Contract. In addition, Goalimpact may provide updates and/or customizations free of charge to correct errors or to adapt legal changes. The parties agree that Goalimpact is free to decide on the number, the time and the specific content of such Updates. Special adaptations and additional requests of the Customer as well as technical changes and adaptations are not subject matter of the Contract between the parties, but require a separate agreement between the parties.
3.5 Goalimpact allows the Customer to use the Contract Product exclusively for its own purposes and only in connection with the analysis and evaluation of the performance of football players or coaches and the creation of Predictions about their potential, their future performance development and their "suitability" for different clubs.
3.6 Without Goalimpact's prior written consent, the Customer is prohibited from granting sub-licenses, whether subject to charge or free of charge, from allowing others to use the Contract Product or the Licensed Data in any other way, from granting third parties access to the Contract Product or the Licensed Data, from using the Contract Product in any other way or from monetizing the Contract Product.
3.7 The Customer is only entitled to download the Contract Product or parts thereof if such a download is offered (e.g. by providing a download option for the PDF report) and this has been expressly contractually agreed between the parties. The use of automated systems or software, whether by third parties or otherwise, to extract data from the Contract Product or the Licensed Data ("screen scraping") is prohibited.
3.8 Goalimpact is entitled to commission third parties in whole or in part with the performance of its contractual obligations and with the exercise of its contractual rights under this Contract.
4.1 In consideration of the granted rights, the Customer shall pay Goalimpact the corresponding prices that are valid and accessible at the time of the conclusion of the Contract, plus statutory VAT if applicable. The current price list is available at [www.goalimpact.com/pricing].
4.2 From the second year of the Contract the prices shall be reduced to xx % of the price payable by the Customer for the first contract year.
4.3 All prices are net prices and are payable without any deduction plus the statutory value added tax, if applicable. Invoices are issued by Goalimpact exclusively in digital form (unless otherwise required by law).
4.4 If and to the extent that the Customer is required to withhold from payments to Goalimpact a certain amount of taxes, duties or the like (the "Withholding Tax") under applicable law, the amount payable by the Customer to Goalimpact shall be increased by the amount of the Withholding Tax. As a result, in each case Goalimpact will receive from the Customer an amount equal to the amount the Customer would have been required to pay if the Withholding Tax had not been imposed.
4.5 If the Customer is in default of payment, Goalimpact is entitled to immediately block the Customer's access to the Contract Product if no payment has been made even after the expiry of a reasonable deadline set for the Customer after the due date. In this case, the Customer remains obliged to pay the agreed fee plus any interest on arrears. Any damage incurred by the Customer as a result of the blocking for this reason cannot be claimed against Goalimpact. Otherwise, in the event of default, the statutory provisions of §§ 286, 288 BGB or other relevant statutory provisions shall apply.
5.1 The Customer is obliged to sufficiently secure the user data provided by Goalimpact (e.g. for access to the Contract Product) and to ensure that all persons to whom the Customer has communicated this user data comply with the provisions of this Contract and is liable to Goalimpact for the use of the Contract Product by these persons.
5.2 Goalimpact is not liable for disruptions and damages caused by insufficient security of the Customer's IT infrastructure or by loss of passwords or lack of password security or similar security gaps in the Customer's area of responsibility.
5.3 The Customer is obliged to inform Goalimpact immediately in writing of suspected or alleged violations and/or breaches of the Contract and to provide comprehensible information in this regard.
5.4 The Customer may not use and access the Contract Product through automated processes that may cause a number of requests exceeding normal user behaviour.
6.1 Insofar as Goalimpact is a processor for personal data that the Customer transfers to Goalimpact in the context of the use of the Contract Product (e.g. when searching for individual players or coaches in the Contract Product), the parties will also conclude a corresponding order processing agreement upon conclusion of the Contract.
6.2 During the term of this Contract, the Customer grants Goalimpact the non-exclusive right to (use, temporarily store, modify, process, translate and transfer) non-personal data and information that the Customer provides to Goalimpact as part of the use of the Contract Product for the purpose of using the Contract Product for the Customer and improving the Contract Product.
7.1 The Contract shall be concluded in accordance with the provisions of clause 2 of these General Terms and Conditions.
7.2 The term of the Contract begins with the completion of the booking process and ends on the following 30th September.
7.3 The Contract shall be renewed for a further contract year (then from 1 October to the following 30 September) unless one party terminates the Contract via the user account. From the second contract year onwards, the reduced prices set out in clause 4 shall apply .
7.4 The right to extraordinary termination remains unaffected for both parties. Good cause for extraordinary termination exists for both parties in particular if the other party culpably breaches an obligation arising from this Contract (e.g. default of payment by the Customer) to a considerable extent and does not remedy this breach within a reasonable period of time set by the terminating party; or the other party is insolvent, insolvency proceedings are applied for or opened against the assets of the respective other party.
7.5 Upon termination of the Contract, for whatever reason, all rights granted to the Customer automatically expire and/or revert to Goalimpact. The Customer must then immediately refrain from further use of the Contract Product.
7.6 In case Goalimpact loses the right to use, exploit, distribute or host data of a third party (esp. Licensed Data), Goalimpact has the right to terminate this Contract with immediate effect without any claims arising for the Customer.
8.1 Goalimpact shall only be liable in accordance with the following provisions.
8.2 Goalimpact is liable without limitation for damages caused intentionally or by gross negligence, for damages resulting from injury to life, body or health, under the Product Liability Act, in the event of product liability or if a guarantee has been expressly assumed in this Contract.
8.3 In the event of an additional, slightly negligent breach of an obligation that is essential for achieving the purpose of the Contract (cardinal obligation), the liability of Goalimpact is limited to the amount of the agreed consideration for the corresponding contractual year in accordance with section 4 of this Contract.
8.4 The above limitation of liability also applies to the personal liability of Goalimpact's employees, representatives and bodies.
8.5 Goalimpact's liability is limited, to the extent permitted by law, to the sum of the fees paid in the contractual year in which the liability giving rise to the claim arose.
8.6 Goalimpact assumes no guarantee or liability for specific performance results and/or the utilization of the Contract Product. The analysis of the contents of the Contract Product is generally the responsibility of the Customer. The risk of the economic usability and usability of the Contract Product is borne exclusively by the Customer.
8.7 Furthermore, Goalimpact does not guarantee the correctness of the data. In this respect, it is the responsibility of the Customer to check the accuracy of the data, especially if the data should be of particular importance to the Customer.
9.1 Without prejudice to any other rights of Goalimpact, the Customer shall pay to Goalimpact for each case of culpable infringement of the provisions of the following clauses of this Contract a Contractual Penalty to be determined by Goalimpact in its reasonable discretion in each individual case up to the amount of EUR 10.000 ,- ("Contractual Penalty"):
-Clause 1.4,
-Clause 3.4,
-Clause 5.4,
-Clause 7.4
9.2 The amount of the Contractual Penalty determined by Goalimpact in accordance with clause 9.1 is subject to judicial review.
9.3 The parties clarify that the Contractual Penalty is to be paid per infringement and in addition to any claims for damages. The principles of continuation are excluded.
10.1 The parties agree to maintain confidentiality with respect to Confidential Information. Such Confidential Information for the purposes of this Contract shall be all economic, technical and other data, communications, documents and the like, including textual, tabular, graphic, photographic, drawing, electronic, oral or other communications, computer software and hardware, know-how and all other information disclosed between the parties, to the extent that it may be of economic interest to third parties and is not already public knowledge, irrespective of whether it has already been disclosed in the course of the preliminary discussions or will be disclosed in the future ("Confidential Information").
10.2 "Third parties" within the meaning of this Contract are competitors of the parties, public authorities and other third parties that are not identical with one of the parties. For the purposes of this Contract, "third parties" shall not include employees, tax advisors, auditors, lawyers and comparable external consultants of one of the parties, insofar as they are professionally obliged to maintain confidentiality or are obliged to maintain strict confidentiality on the basis of a full confidentiality agreement with one of the parties.
10.3 The parties undertake not to disclose or make public any Confidential Information of the other party to third parties, unless the other party expressly agrees thereto in writing or there is a legal obligation to disclose such information to third parties. A disclosure in the aforementioned sense shall be deemed to have occurred if Confidential Information becomes accessible to third parties and one of the parties is responsible for this. A disclosure shall not be deemed to have occurred if Confidential Information becomes public or known to third parties after the signing of this Contract and one of the parties is not responsible for this.
10.4 All Confidential Information of the other party may be used exclusively for the purposes of this Contract. Documents and data carriers containing Confidential Information that are handed over in the future may not be destroyed but shall be returned to the other party as soon as they are no longer required for the purposes of this Contract. Duplicates of documents or copies of software containing Confidential Information of the other party may only be made for the party's own purposes and must be destroyed immediately as soon as they are no longer required for this Contract. All own documentation and other records containing Confidential Information of the other party shall also be destroyed as soon as and to the extent they are no longer required for the joint project.
10.5 If one of the parties discloses Confidential Information to non-third parties, it undertakes to ensure that the recipient of the Confidential Information is in turn bound by this confidentiality agreement. If one of the parties is obliged to disclose Confidential Information of the other party to third parties, it shall notify the other party in writing without undue delay after it has itself become aware of this obligation.
11.1 Goalimpact is entitled to name the Customer as a reference and partner on its websites, social networks and other digital and physical media. In this context, the Customer allows Goalimpact to use the company name, the company address, the company logo/brand, the internet address as well as the form of economic cooperation of the Customer. The Customer declares to be the owner of these rights and in this respect releases Goalimpact from any liability. The Customer may revoke this permission in writing at any time and without stating reasons.
11.2 In addition, after signing this Contract, the Client agrees to authorise a "Win Note" (usually in the form of a short press release) which allows Goalimpact to publish in media of Goalimpact's choice the Client's name and optionally a quote from the Client describing the main reasons why the Client has chosen to work with Goalimpact.
The parties shall be entitled to transfer their rights and obligations under this Contract to an affiliated company without the consent of the other party. The transferring party shall immediately inform the other party in writing of the transfer that has taken place. Affiliated companies within the meaning of this paragraph are those companies which are directly or indirectly affiliated with the transferring party as a group company within the meaning of § 15 AktG or via at least 40 % of the capital shares or votes.
13.1 This Contract, including its annexes, contains all agreements of the parties on the subject matter of the Contract. Amendments and supplements to this Contract must be made in writing; this also applies to a waiver of the written form requirement.
13.2 The Customer's general terms and conditions shall not apply.
13.3 This Contract shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention).
13.4 The place of performance is the registered office of Goalimpact. The exclusive place of jurisdiction is Hamburg.
13.5 Should individual provisions of this Contract be invalid, this shall not affect the validity of the remaining provisions. The parties shall endeavour to replace the ineffective provision with one that comes closest to the subject matter in legal and economic terms.