Sports Analytics

General Terms and Conditions for the Making Available of Standard Software  - Business Customers -

1. General

1.1 sports_analytics provides all deliveries and services solely on the basis of these General Terms and Conditions. General terms and conditions of the customer are not applicable, even if sports_analytics has not expressly objected to them.
1.2 These Terms and Conditions are also applicable if sports_analytics carries out the service for the customer with knowledge of contradictory or deviating terms and conditions of the customer without reservation. In these cases, acceptance of the service by the customer is considered acceptance of these Terms and Conditions by it with hereby simultaneous and prior acceptance of waiver of the validity of its own General Terms and Conditions.  

2. Offers and Prices

2.1 Offers are always subject to change. A contract only comes into effect with written order confirmation by sports_analytics. If the service is performed by sports_analytics without the customer receiving an order confirmation beforehand, then the contract arises with the delivery or the beginning of execution of the delivery or service.
2.2 The service takes place pursuant to the prices and special conditions of the respective purchase agreement and, if applicable, service description. The prices named therein are binding.
2.3 Packaging, freight, postage, and other shipping expenses are not included.
2.4 Insofar as nothing else is agreed in individual cases, the prices are “net" not including the legally owed value-added tax, currently 19%.

3. Contract Purpose, Deliveries and Services, Use Rights

3.1 Contents/quality and scope of the deliveries and services owed by sports_analytics arise, insofar as nothing else is agreed in the individual case, from the respective purchase agreement and, if applicable, service description, or, if no such is at hand, from the order confirmation, respectively with the corresponding product description, and, if applicable from the user manual, in this order. The product description and user manual can be viewed at sports_analytics at any time.
3.2 The purchase agreement or service description is based on the technical and functional needs of the customer as reported by the customer, in particular the hardware and software systems and the use environment reported by the customer. The purchase agreement or service description reports the agreed service criteria in particular.
3.3 Any analysis, planning, and hereby connected consulting work performed by sports_analytics for the service description is done solely on the basis of a separate contract.
3.6 For software delivered by sports_analytics and handed over to the customer, sports_analytics grants the customer, insofar as nothing else is agreed, the simple, non-exclusive right to use it permanently for its own internal purposes in the scope of the contractually presumed purpose. For the rest, sports_analytics reserves all other rights. The customer can only transfer its right of use to third parties with complete relinquishment of its own rights.
3.7 sports_analytics is entitled to take reasonable technical measures for protection against non-contractual use. The contractual use of the services may not be hindered by this.
3.8 With regard to the software, sports_analytics can revoke the customer’s right to use if it materially infringes against the use limitations or other regulations for protection against unauthorised use. The revocation occurs by means of a written declaration of revocation; section 12.1 clause 3 applies in the corresponding manner. sports_analytics is to set a grace period for redress for the customer before the revocation. In the case of repeat infringements and under special circumstances that justify immediate revocation with consideration of the interests of both parties, sports_analytics can also announce revocation without setting a grace period. After the revocation has occurred, the customer is to confirm discontinuation of use within seven calendar days of receipt of the declaration of revocation in writing. 

4. Delivery Dates and Periods

4.1 Dates and periods are binding if they have been agreed in writing as binding in exceptional cases by sports_analytics and the client. The period of performance begins, insofar as nothing else is agreed, with the conclusion of the contract or sending of the order confirmation.
The agreement of a fixed period of performance is subject to the reservation that sports_analytics for its part receives the necessary deliveries and services from its respective subcontractors in a timely and contractual manner.
4.2 Reasonable partial deliveries are allowed and can be invoiced separately.
4.3 If non-adherence to a certain period of performance is the result of events for which sports_analytics is not responsible (including strikes or lock-outs), the periods of performance are moved for the duration of the disturbance including a reasonable start-up phase.
4.4 Should sports_analytics be in arrears with the performance of services in part or in whole, the reimbursement for damages and expenses of the client on account of the arrears is limited to 0.5% of the price for the part of the service that cannot be used on account of the arrears for every completed week. The liability arrears is limited to a total of 5% of the total price of the respective order. This does not apply insofar as the arrears are based on gross negligence or wilfulness on the part of sports_analytics.
4.5 In the event of a delay of service, the customer only has a right of withdrawal in the scope of the statutory provisions if sports_analytics is responsible for the delay. If the customer makes just claims for reimbursement of damages or expenses on account of a delay, it is entitled to demand 1% per full week of delay of the price of the port of the service that cannot be used on account of the delay limited a maximum of 10% of the total price of the respective order. Section 4.4 clause 3 applies in the corresponding manner.

5. Duties of the Customer/Acceptance Arrears

5.1 The customer shall name a contact partner to sports_analytics who can make binding decisions for the client during the execution of the contract. This person is to be available for the exchange of necessary information and assist in making the decisions necessary for execution of the contract. Necessary decisions of the customer are to be made by the contact partner without delay and then documented immediately in writing jointly by the parties. 
5.2 The customer is obligated to examine the deliveries for completeness, agreement with the delivery paperwork, and externally recognisable defects without delay and claim recognisable deviations and defects without delay.
Furthermore, the customer is to note shipping damages or incorrect amounts recognisable upon delivery on the shipping company's confirmation of receipt. Insofar as a complaint is not made within two weeks of receipt by the customer, the respective delivery is considered as contractual unless the deviation was not recognisable despite careful inspection. Damages not recognisable upon delivery are to be reported to sports_analytics by the customer within two weeks of discovery.
The regulation of section 377 of the German Commercial Code (HGB) remains unaffected.
5.3 The customer is obligated to support sports_analytics insofar as necessary and create all conditions necessary for orderly contract processing in its sphere of operations.
5.4 The customer shall instruct sports_analytics by the end of the year after complete handover of the respective deliveries and services without delay in writing (section 12.1 clause 3) about changes to the use environment. Furthermore, during this period the customer shall inform sports_analytics without delay of any disturbances and their foreseeable duration within its area of responsibility. If the amount of effort is increased for sports_analytics on account of the changes to the use and/or system environment prompted by the customer or disturbances arising from its area of responsibility, sports_analytics can also, without prejudice to other claims, demand remuneration for the additional services it provides unless in the case of a disturbance the customer is not responsible for the disturbance and its cause it outside of its area of responsibility. The calculation of the remuneration of additional effort is done based on the respectively applicable list prices at the time of the performance of the service as well as the hourly and daily rates, expenses rates, and accounting periods of sports_analytics.
5.5 Should the customer be in arrears of acceptance of the deliveries and services, sports_analytics is entitled to set a reasonable period for acceptance of the deliveries and services, and after fruitless expiry of the period demand a flat sum for damages in place of contract fulfilment that amounts to 20% of the value of the not accepted deliveries and services. The customer remains free to prove the no or smaller damages arose for sports_analytics. The compensation is then to be less or excluded based on the proof.  

6. Retention of Title

6.1 The delivered goods remain property of sports_analytics until complete payment of all claims from the business relationship, including ancillary claims, claims for damages, and the redemption of checks and bills of exchange. The retention of title also remains in effect if individual claims from sports_analytics are included in a current account and the balance is drawn and recognised.
6.2 If goods subject to retention of title are processed into a new chattel by the customer, the processing is performed for sports_analytics without duties hereby arising for it. The new items becomes property of sports_analytics. In the event of processing, mixing, or blending with goods not belonging to sports_analytics, then sports_analytics obtains co-ownership of the new item in the proportion of the invoice value of its goods subject to retention of title to the total value. The customer is only entitled to further sale or installation of the goods subject to retention of title on the condition that the claims pursuant to section 6.3 are also in fact transferred to sports_analytics. The powers of the customer to sell, process, or install the goods subject to retention of title in ordinary business transactions ends with the revocation by sports_analytics as a consequence of a sustained worsening of the financial condition of the customer, at the latest, though, when it ceases payment or with the application for or opening of insolvency proceedings against its assets.    
6.3 The customer hereby assigns the claims with all ancillary rights from the further sale of the goods subject to retention of title - including any current account balance claims - to sports_analytics, which accepts them. If the goods were processed, mixed, or blended and if sports_analytics obtained co-ownership thereto in the amount of their invoice value, sports_analytics is entitled to the purchase price claim in proportion to the value of its rights to the goods. If the customer has sold the claim in the scope of real factoring, the claim becomes due to sports_analytics immediately and the customer assigns its claim against the factor to sports_analytics and shall forward its sales revenue to sports_analytics without delay. sports_analytics already accepts this assignment now.
6.4 The customer is entitled to collect the assigned claims as long as it complies with its duties to pay. The authorisation to collect lapses upon revocation, at the latest, though, upon payment arrears or the customer or in the event of significant worsening of the financial situation of the customer. In this case sports_analytics is hereby authorised by the customer to instruct the end-customer of the assignment and collect the claim itself. 
The customer is obligated to hand over sports_analytics upon request an exact list of the claims to which the customer is entitled with the name and address of the end-customer, amount of the individual claims, invoice date etc. and give sports_analytics all information needed for making the assigned claims and allow examination of this information.  
6.5 Should the value of the collateral existing for sports_analytics exceed its total claims by more than 20%, then sports_analytics is obligated to release collateral according to its choice upon request of the customer of a third party impaired by the over-securing.
6.6 Pledging or assigning as collateral of the goods subject to retention of title or the assigned claims are not allowed. In the event of distraints, sports_analytics is to be informed immediately with naming of the attaching creditor.
6.7 Should sports_analytics take back the subject of delivery subject to retention of title, this only constitutes withdrawal from the contract if sports_analytics expressly declares this. sports_analytics can satisfy itself from the goods subject to retention of title that it took back by selling them itself.
6.8 The customer shall keep the goods subject to retention of title safe for sports_analytics at no charge. It is to insure them in the typical scope against the usual dangers, such as fire, theft, and water. The customer hereby assigns its claims to compensation that arise for it from damages of the above-named kind against insurance companies or other parties obligated to compensate to sports_analytics in the amount of the invoiced value of the goods. sports_analytics accepts this assignment.
6.9 All claims and rights from the retention of ownership to all special forms defined in these terms remain intact until complete release from contingent liabilities into which sports_analytics entered in the interest of the customer.

7. Payments, Setting-Off, and Retention

7.1 Insofar as nothing else is agreed in the individual case, payments are principally due within seven days of the invoice date without any deduction whatsoever.
7.2 Any term of payment granted to the customer presumes a sufficient available credit limit for each individual order. Should the respective order exceed the respective credit limit, sports_analytics is entitled to fulfil this and any additional orders solely against pre-payment or a security in the form of a bank guaranty from a credit institution or credit insurer registered in the European Union. The same applies if sports_analytics becomes aware of circumstances after order confirmation that justify doubts regarding the creditworthiness of the customer.
7.3 Should the customer fail to pay a claim at the date due in whole or in part, sports_analytics is entitled to revoke any made discount agreements and agreements regarding payment periods for all outstanding claims and make them due immediately. Furthermore, sports_analytics is entitled to perform additional services only against pre-payment or a security in the form of a bank guaranty from a credit institution or credit insurer registered in the European Union.
7.4 Payment is only considered to have been made once it has been credited to one of sports_analytics’ bank accounts.
7.5 sports_analytics is entitled to charge interest in the amount of 5% upon due date. In the event of arrears, sports_analytics is entitled to charge interest in the amount of 8 points above the base rate. The right of sports_analytics to claim higher damages remains unaffected.
7.6 The customer can only set-off or exercise a right of retention with undisputed or legally determined claims. The customer can only retain payments on account of defects in a reasonable proportion to the defect and this only if the defect is present without a doubt. § 8.2 applies in the corresponding manner. The exercise of a right of retention by the customer with a counterclaim not based on a contract concluded pursuant to these General Terms and Conditions is excluded. The rights of the customer from section 478 BGB remain unaffected.

8. Defects of Quality

8.1 sports_analytics warrants for the contractually owed characteristics of the deliveries and services pursuant to section 3.1.
8.2 There are no claims on account of defects of quality for immaterial deviations from the contractual characteristics. Likewise, claims on account of defects of quality are excluded insofar as the deviation from the contractual characteristic is on account of excessive or improper use or natural wear-and-tear. The same applies to those deviations that arise on account of special external influences that are not contractually foreseen; this includes the use of the deliveries and services in a system and use environment not authorised by sports_analytics.
8.3 The customer is to report any defects of quality in a traceable and detailed form with indication of the information needed for recognising and analysing the defect in writing. To be indicated in particular are the steps that led to the appearance of the disturbance, the manner in which it appears and the effects of the disturbance. Furthermore, unless something else is agreed, the corresponding forms and processes of sports_analytics are to be used. Section 12.1 clause 3 applies in the corresponding manner. Furthermore, the customer is to support sports_analytics for the rest insofar as necessary during rectification of disturbances.
8.4 Should the customer be entitled to claims for defects, it initially only has the right to subsequent improvement within a reasonable period. The subsequent improvement includes, according to the choice of sports_analytics, either rectification of defects or a new delivery. sports_analytics shall take the interests of the customer into account in a reasonable manner when making the choice.
The processing of a notice of defects by the customer by sports_analytics only suspends the limitation of claims insofar as the statutory conditions for this are present. A subsequent improvement can only have influence on the limitation of actions of the defect resulting in the subsequent improvement.
Insofar as a subsequent improvement succeeds, the ownership of the items exchanged in the scope of the subsequent improvement is transferred to sports_analytics at the time of the exchange.
8.5 Should the subsequent improvement fail or if it cannot be performed for other reasons, the customer can reduce the remuneration pursuant to the statutory conditions, withdraw from the contract, and/or in accordance with the sections 10.1 - 10.3 demand damages or compensation for expenditures. The customer is to exercise a right of choice to which it is entitled within a reasonable period; this is measured, as a rule, from two weeks of taking note of the opportunity to make the choice by the customer.
8.6 If the customer withdraws, sports_analytics will take the goods back and refund the customer the remuneration with deduction of the value of the opportunities for use granted to the customer. The opportunities for use are principally calculated on the basis of digressive depreciation over a use period of three years. The contract partner's right to prove that a longer or shorter period of use is to be used as the basis remains reserved.
8.7 The limitation of actions period for defects of quality amounts to one year after the statutory beginning of limitation of actions. The statutory periods remain unaffected insofar as the law stipulates longer periods in section 438 para. 1 no. 2 BGB (construction and items for construction) and in the case of a wilful or grossly negligent dereliction of duty on the part of sports_analytics, in particular its legal representatives or agents, in the event of fraudulent concealment of a defect, or in the event of injury to life, limb, or health or for section 12 para. 1 of the German Product Liability Act (Produkthaftungsgesetz).
8.8 Insofar as nothing else is agreed, customer is to bear the necessary additional expenditures for the subsequent improvement, in particular additional transport, delivery, labour, and material expenses that arise on account of the owed service is performed at a place besides the place of use named to sports_analytics upon conclusion of the contract. The regulation of section 439 of the German Commercial Code (HGB) remains unaffected.   
8.9 The regulations for the recourse of the customer pursuant to sections 478, 479 of the German Civil Code (BGB) remain unaffected.

9. Defects of Title

9.1 sports_analytics is liable to the customer for infringements of third party rights on account of the service only insofar as the service is used in a contractual manner by the customer, in particular the in the contractually stipulated use environment. The liability for the infringement of third party rights is also limited to the rights of third parties within the European Union and the European Economic Area as well as at the place of the contractual use of the service. Section 8.2 clause 1 applies in the corresponding manner.
9.2 If a third party makes a claim against the customer that a service of sports_analytics infringes its rights, the customer is obligated to inform sports_analytics without delay. sports_analytics is entitled but not obligated insofar as allowed to defend itself against the claims made at its own expense.
9.3 If the rights or third parties are infringed by a sports_analytics service, sports_analytics will, pursuant to its own choice and at its own expense:
-    obtain the right to use the service for the customer or design the service so that it does not infringe on rights, or
-    take back the service with reimbursement of the remuneration paid for it by the customer (with deduction of a reasonable compensation for use pursuant to section 8.6 clauses 2 and 3) if sports_analytics cannot achieve any other relief with reasonable effort.
In doing so, the interests of the customer will be taken into account in a reasonable manner.
9.4 Claims of the customer on account of defects of title become time-barred pursuant to section 8.7. Section 8.5 is also applicable to claims for damages and reimbursement of expenditures.

10. Liability

10.1 sports_analytics is liable for damages
-    for damages caused wilfully or grossly negligently by it and its legal representatives or agents,
-    pursuant to the German Product Liability Act, and
-    for damages arising from injury to life, limb, or health for which sports_analytics, its legal representatives, or agents are responsible.
10.2 sports_analytics is liable in the event of simple negligence insofar as it or its legal representatives or agents infringed on a material contractual duty (a cardinal duty), the fulfilment of which is necessary to enable orderly execution of the contract or the infringement of which endangers the fulfilment of the purpose of the contract and the fulfilment of which the customer can regularly expect (as, for example, in the case of the duty to defect-free performance). For the rest, liability in the case of simple negligence is excluded.
Insofar as sports_analytics is liable for simple negligence, the liability is limited in the case of physical and financial damages to those damages that are foreseeable and typical of the contract. The liability for other, removed consequential damages is excluded. The liability is limited to the contract value for the individual damage event.
10.3 Section 8.7 applies in the corresponding manner for the limitation of actions.
10.4 From a statement of guaranty, sports_analytics is only liable for damages if this is expressly assumed in the guaranty. In the event of simple negligence, this liability is limited pursuant to section 10.2.
10.5 In the event of the loss of data, sports_analytics is only liable for that effort necessary for the restoration of data in the event of orderly backup of data by the customer. In the event of simple negligence of sports_analytics, this liability only arises if the customer has performed an orderly backup directly before the measures that led to loss of data.
10.6 Sections 10.1- 10.3 apply in the corresponding manner for claims for reimbursement and other liability claims of the customer against sports_analytics.

11. Export

11.1 All deliveries and services are delivered by sports_analytics in adherence to the currently applicable dual-use regulations of the German Foreign Trade Act (AWG), German Foreign Trade Ordinance (AWV), EC law, and the US export provisions and are intended for use and whereabouts in the country of delivery agreed with the customer.
11.2 In the event of an international delivery or service, the customer is to bear the arising customs fees and other duties insofar as nothing else is agreed in an individual contract. 
11.3 Should the customer intend (re-)export, it is obligated to obtain the necessary permits, in particular those from the competent authority for foreign trade before it exports the products. It will inform itself independently about the respectively applicable provisions and ordinances and process the (re-)export autonomously. sports_analytics has no duty to provide information, advise, or help whatsoever with regard to this.
11.4 If the customer infringes applicable law in another country in the event of (re-)export or import into another country and if claims against sports_analytics are made in the country or export or import or a transit country for that reason on the basis of the statutory provisions applicable there, the customer obligates itself to release sports_analytics from all financial obligations that arise in this regard and, furthermore, is obligated to pay sports_analytics for the damages arising on account of the improper (re-)export or import.    

12. Various

12.1 Changes and supplements to all contracts concluded between the parties should only be agreed in writing. Oral agreements are only valid if they are confirmed within seven calendar days by sports_analytics in writing. A fax or e-mail satisfies the requirement for the written form.
12.2 sports_analytics and the customer are obligated to maintain secrecy about business and operational secrets and other information designated as confidential that becomes known in conjunction with their contractual relationship or the resulting contractual relations. The forwarding of such information to persons who are not participating in the conclusion, execution, or processing of the contractual relationship may only occur with the written authorisation of the contract partner. Insofar as nothing else is agreed, this obligation ends five years after the respective information has been revealed, but not before the ending of the contractual relationship existing between sports_analytics and the customer.
The contract partners will also subject their employees and any deployed third parties to these obligations.
12.3 sports_analytics and the customer are aware that unencrypted electronic communication (e.g. by email) is subject to security risks. Thus, in the event of this kind of communication, neither sports_analytics nor the customer shall make claims that are based on the lack of encryption unless encryption had been agreed ahead of time.
12.4 All contractual relationships of the parties are subject solely to the laws of the Federal Republic of Germany. The application of the Vienna Convention on Contracts for the International Sale of Goods (CSIG) is excluded. 

13. Place of performance and Legal Venue

13.1 Place of performance for all obligations from the contractual relationships of the parties is the domicile of sports_analytics.
13.2 Legal venue for all legal disputes from the contract relationships of the parties as well as for disputes with regard to the origination and validity of these contractual relationships is the domicile of sports_analytics for business persons, legal entities of public law, or special assets under public law. sports_analytics is entitled, though, to file suit against the customer at its domicile.

General Terms and Conditions for the Adaptation, Installation, and Start Up of Standard Software - Business Customers -

1. General

1.1 sports_analytics provides all services solely upon the basis of these General Terms and Conditions. General terms and conditions of the customer are not applicable, even if sports_analytics has not expressly objected to them.
1.2 These Terms and Conditions are also applicable if sports_analytics carries out the service for the customer with knowledge of contradictory or deviating terms and conditions of the customer without reservation. In these cases, acceptance of the service by the customer is considered acceptance of these Terms and Conditions by it with hereby simultaneous and prior acceptance of waiver of the validity of its own General Terms and Conditions.

2. Offers and Prices

2.1 Offers are always subject to change. A contract only comes into effect with written order confirmation by sports_analytics. If the service is performed by sports_analytics without the customer receiving an order confirmation beforehand, then the contract arises with the beginning of performance of the service.
2.2 The service takes place pursuant to the prices and special conditions of the respective individualisation contract and, if applicable, service description. The prices named therein are binding.
2.3 Insofar as nothing else is agreed in individual cases, the prices are “net" not including the legally owed value-added tax, currently 19%.

3. Contract Purpose, Services and Use Rights

3.1 Contents/characteristics and scope of the services owed by sports_analytics arises, insofar as nothing else is agreed in the individual case, from the respective individualisation contract and, if applicable, services description.
3.2 sports_analytics is only responsible for success insofar as:
3.2.1 the criteria authoritative for this were defined in a concrete and conclusive manner with regard to scope and effect in the individualisation contract or the services description and are subject of the contract (agreed service criteria);
3.2.2 the customer has fulfilled its duties to assist in a timely and orderly manner.
This does not apply insofar as non-timely or non-orderly assistance (section 3.2.2) does not have any effect on the performance of the service.
3.3 The individualisation contract or services description is based on the technical and functional requirements of the customer as it reported. The services description indicates, in particular, the agreed services criteria (section 3.2.1), the hardware and software environment, and any agreed criteria for determining the ability to be accepted. Changes to the services description occur solely pursuant to section 6.
3.4 Any analysis, planning, and consulting work performed by sports_analytics for the service description is done solely on the basis of a separate contract.
3.5 For the results of services provided by sports_analytics and handed over to the customer, sports_analytics grants the customer, insofar as nothing else is agreed, the simple, non-exclusive right to use it permanently for its own internal purposes in the scope of the contractually presumed purpose. For the rest, sports_analytics reserves all other rights. The customer can only transfer its right of use to the services provided by sports_analytics to third parties with complete relinquishment of its own rights.
3.6 Insofar as software products that were created by third parties were integrated into the adaptation services, such as program libraries, parts of software tools, and others, sports_analytics also grants the customer a simple, non-exclusive right to use these software products itself for its own internal purposes in the scope of the contractually determined purpose. For the rest, section 3.5 clause 3 applies. 
3.7 sports_analytics is entitled to take reasonable technical measures for protection against non-contractual use. The contractual use of the services may not be hindered by this.
3.8 With regard to the software, sports_analytics can revoke the customer’s right to use if it materially infringes against the use limitations or other regulations for protection against unauthorised use. The revocation occurs by means of a written declaration of revocation; section 12.1 clause 3 applies in the corresponding manner. sports_analytics is to set a grace period for redress for the customer before the revocation. In the case of repeat infringements and under special circumstances that justify immediate revocation with consideration of the interests of both parties, sports_analytics can also announce revocation without setting a grace period. After the revocation has occurred, the customer is to confirm discontinuation of use within seven calendar days of receipt of the declaration of revocation in writing to sports_analytics.

4. Dates and Periods

4.1 Dates and periods are binding if they have been agreed in writing as binding in exceptional cases by sports_analytics and the client. The period of performance begins, insofar as nothing else is agreed, with the conclusion of the contract or the sending of the order confirmation, but not before the receipt of the documents to be provided by the customer that are necessary for order processing (section 5.2).
The agreement of a fixed period of performance is subject to the reservation that sports_analytics for its part receives the necessary deliveries and services from its respective subcontractors in a timely and contractual manner.
4.2 If non-adherence to a certain period of performance is the result of events for which sports_analytics is not responsible (including strikes or lock-outs), the periods of performance are moved for the duration of the disturbance including a reasonable start-up phase.
4.3 Should sports_analytics be in arrears with the performance of services in part or in whole, the reimbursement for damages and expenses of the client on account of the arrears is limited to 0.5% of the price for the part of the service that cannot be used on account of the arrears for every completed week. The liability arrears is limited to a total of 5% of the total price of the respective order. This does not apply insofar as the arrears are based on gross negligence or wilfulness on the part of sports_analytics.
4.4 In the event of a delay of service, the customer only has a right of withdrawal in the scope of the statutory provisions if sports_analytics is responsible for the delay.
If the customer makes just claims for reimbursement of damages or expenses on account of a delay, it is entitled to demand 1% per full week of delay of the price of the port of the service that cannot be used on account of the delay limited a maximum of 10% of the total price of the respective order. Section 4.3 clause 3 applies in the corresponding manner.

5. Duties of the Customer

5.1 The customer shall name a knowledgeable contact partner to sports_analytics who can make binding decisions for the client during the execution of the contract. This person is to be available for the exchange of necessary information and assist in making the decisions necessary for execution of the contract. Necessary decisions of the customer are to be made by the contact partner without delay and then documented immediately in writing jointly by the parties. 
5.2 The customer shall take care that sports_analytics has the documents, information, and data needed for performance of the service in a complete, correct, timely, and free manner insofar as they are not owed by sports_analytics. Insofar as it does not recognise or does not have to recognise the contrary, sports_analytics may assume that these documents, information, and data are complete and correct.
5.3 The customer is obligated to support sports_analytics insofar as necessary and create all the conditions necessary for orderly execution of the order in its sphere of operations, in particular to grant remote access to the system and make existing analytical material available. Furthermore, the customer shall provide sports_analytics with sufficient workspaces and work implements if desired. 
5.4 The customer will report changes to the use environment and the system environment to sports_analytics in writing without delay (section 12.1 clause 3). Furthermore, during this period the customer shall inform sports_analytics without delay of any disturbances and their foreseeable duration within its area of responsibility. If the amount of effort is increased for sports_analytics on account of the changes to the use and/or system environment prompted by the customer or disturbances arising from its area of responsibility, sports_analytics can also, without prejudice to other claims, demand remuneration for the additional services it provides unless in the case of a disturbance the customer is not responsible for the disturbance and its cause is outside of its area of responsibility. The calculation of the remuneration of additional effort is done based on the respectively applicable list prices at the time of the performance of the service as well as the hourly and daily rates, expenses rates, and accounting periods of sports_analytics. 

6. Process with Regard to Changes to Services

6.1 Both contract partners can suggest changes to the subject of the services or the manner of service provision. The following process is agreed:
6.2 sports_analytics will receive a change suggested by the customer, view it, and inform the customer if a comprehensive review of this suggested change is necessary or not.
6.3 Insofar as a comprehensive review of the suggested change is necessary, sports_analytics will inform the customer within a reasonable period about the foreseeable necessary period of time and the remuneration to be paid for this. The customer will confirm or reject the order for review within a reasonable period.
6.4 If a comprehensive review of the suggested change is necessary, sports_analytics will inform the customer within a reasonable period about the foreseeable necessary period of time and the remuneration to be paid. The customer will confirm or reject the order for review within a reasonable period.
6.5 Insofar as a comprehensive review is not necessary or the ordered review has been concluded, sports_analytics will either:
-    announce to the customer that the suggested change cannot be executed in the scope of the services agreed for sports_analytics or
-    make the customer a written offer to carry out the changes (change offer). The change offer includes, in particular, the change to the subject of the service with regard to the individualisation contract or the services description and their effects on the services period, the planned deadlines, and the remuneration to be paid, as well as the authoritative criteria for establishing the ability to accept.
6.6 The customer shall either reject the change offer within the period for acceptance named to it or declare the acceptance in writing or another agreed form. Until acceptance of the change offer, work will be continued on the basis of the prior contractual agreements.
6.7 sports_analytics and the customer can agree that the performance of services / parts of services concerned in a suggested change can be suspended until the ending of the review, or - insofar as a change offer is made - until the end of the binding period. sports_analytics can demand reasonable remuneration for the period of the suspension if it has referred to this when the suspension is agreed. The service periods are prolonged by the number of days for which the work in conjunction with the suggested change or its review was suspended.
6.8 Insofar as nothing else is agreed between the parties, the change procedure will be documented upon request of sports_analytics in writing or in text form on a sports_analytics form.
6.9 Sections 6.2 - 6.8 apply to changes suggested by sports_analytics in the corresponding manner.
6.10 Suggested changes are to be sent to the project director of the contract partner.

7. Acceptance

7.1 sports_analytics can request in writing from the customer after it has made the service available that acceptance be declared within a period of 14 calendar days (review period). The customer is then to declare acceptance by the end of the period insofar as it is not entitled to refuse acceptance on account of a defect. The period begins with the receipt of the written demand to accept by the customer. During the acceptance period, the customer can, if applicable using the criteria for determination of the ability to accept (section 3.3) agreed with sports_analytics, convince itself that the provided service is in contractual condition.
7.2 The customer shall announce any defects that arise during the review period without delay, at the latest seven calendar days of obtaining knowledge of them; section 9.3 applies in the corresponding manner. The commercial duty to provide notice of defects (section 377 of the German Commercial Code [HGB]) is additionally applicable.  
7.3 Insofar as nothing else is agreed between the parties, a complained-about defect will be assigned to one of the following categories:
-    Category 1: The service has a defect that makes it unusable or makes use possible only with severe limitations.
-    Category 2: The service has a defect that limits usability without it being a category 1 defect.
-    Category 3: The service has a defect that limits usability in an insignificant manner.
7.4 In the event of defects in category 1, the customer can refuse to declare acceptance. The same applies if multiple category 2 defects result in the effects of category 1.
sports_analytics will rectify category 1 defects announced in an orderly manner in a reasonable period of time such that no category 1 effects are at hand any longer. Insofar as the review cannot be properly continued on account of such a defects, it effects, or its rectification, the review period is prolonged in a reasonable manner for the concerned services.
7.5 Partial acceptances that have already been declared remain unaffected by later reviews for other services. The same applies to review that have already been performed except insofar as they are affected by a defect or its rectification.
7.6 If there are no effects of category 1 defects, the service is considered to be capable of being accepted. Then the customer shall declare acceptance without delay.
7.7 The work performance is considered accepted - even without express declaration and requirement for acceptance by sports_analytics:
-    if the customer uses the work performance for purposes other than test purposes and does not make notice of defects that hinder acceptance, or
-    with payment, unless the customer has justly denied acceptance, or
-    if the customer has not made any notice of defects that hinder acceptance within the review period pursuant to section 7.1, or
-    if the customer has not made notice of any defects that hinder acceptance within a reasonable period set by sports_analytics and sports_analytics made note of this consequence upon setting this period, or
-    if the tests can be executed without defects that hinder acceptance can be carried out with application of the agreed criteria for determining the ability to accept.
7.8 Insofar as nothing else is agreed in individual cases, the delimitable partial services are also accepted individually pursuant to these regulations.

8. Payments, Setting-Off, and Retention

8.1 Insofar as nothing else is agreed in the individual case, payments are principally due within 7 days of the invoice date without any deduction whatsoever with reserve of acceptance pursuant to section 7.
8.2 Any term of payment granted to the customer presumes a sufficient available credit limit for each individual order. Should the respective order exceed the respective credit limit, sports_analytics is entitled to finish this and any additional orders solely against pre-payment or a security in the form of a bank guaranty from a credit institution or credit insurer registered in the European Union. The same applies if sports_analytics becomes aware of circumstances after order confirmation that justify doubts regarding the creditworthiness of the customer.
8.3 Should the customer fail to pay a claim at the date due in whole or in part, sports_analytics is entitled to revoke any made discount agreements and agreements regarding payment periods for all outstanding claims and make them due immediately. Furthermore, sports_analytics is entitled to perform additional services only against pre-payment or a security in the form of a bank guaranty from a credit institution or credit insurer registered in the European Union.
8.4 Payment is only considered to have been made once it has been credited to one of sports_analytics’ bank accounts.
8.5 sports_analytics is entitled to charge interest in the amount of 5% upon due date. In the event of arrears, sports_analytics is entitled to charge interest in the amount of 8 points above the base rate. The right of sports_analytics to claim higher damages remains unaffected.
8.6 The customer can only set-off or exercise a right of retention with undisputed or legally determined claims. The customer can only retain payments on account of defects in a reasonable proportion to the defect and this only if the defect is present without a doubt. § 9.2 applies in the corresponding manner. The exercise of a right of retention by the customer with a counterclaim not based on a contract concluded pursuant to these General Terms and Conditions is excluded. 

9. Defects of Quality

9.1 sports_analytics warrants that the services correspond to the agreements pursuant to section 3.1 when used in a contractual manner.
9.2 There are no claims on account of defects of quality for immaterial deviations from the contractual characteristics. Likewise, claims on account of defects of quality are excluded insofar as the deviation from the contractual characteristics arises on account of special external influences that are not contractually stipulated; the same applies insofar as the customer uses the services of sports_analytics in a system and use environment not agreed in the services description unless the customer proves that the defect also would have arisen in the scope of use in the agreed environment.
9.3 The customer is to report any defects of quality in a traceable and detailed form with indication of the information needed for recognising and analysing the defect in writing without delay, at the latest seven calendar days after becoming aware of them. To be indicated in particular are the steps that led to the appearance of the disturbance, the manner in which it appears and the effects of the disturbance. Furthermore, unless something else is agreed, the corresponding forms and processes of sports_analytics are to be used; section 12.1 clause 3 applies in the corresponding manner. The commercial duty to provide notice of defects (section 377 of the German Commercial Code [HGB]) is additionally applicable. Furthermore, the customer is also to support sports_analytics for the rest insofar as necessary during rectification of disturbances.
9.4 Should the customer be entitled to claims for defects, it initially only has the right to subsequent improvement within a reasonable period. The subsequent improvement includes, according to the choice of sports_analytics, either rectification of defects or new production. sports_analytics shall take the interests of the customer into account in a reasonable manner when making the choice.
The processing of a notice of defects by the customer by sports_analytics only suspends the limitation of claims insofar as the statutory conditions for this are present. A subsequent improvement can only have influence on the limitation of actions of the defect resulting in the subsequent improvement.
9.5 Should the subsequent improvement fail or if it cannot be performed for other reasons, the customer can reduce the remuneration pursuant to the statutory conditions, withdraw from the contract, and/or in accordance with the sections 11.1 - 11.3 demand damages or compensation for expenditures. The customer is only entitled to take its own measures if the defect has not been rectified despite expiry of a reasonable grace period set by the customer for subsequent improvement and the cause is in the sphere of sports_analytics. The customer is to exercise a right of choice to which it is entitled within a reasonable period; this is measured, as a rule, from two weeks of taking note of the opportunity to make the choice by the customer.
9.6 The limitation of actions period for defects of quality amounts to one year after the statutory beginning of limitation of actions. The statutory periods remain unaffected insofar as the law stipulates longer periods in section 438 para. 1 no. 2 BGB (construction and items for construction) and in the case of a wilful or grossly negligent dereliction of duty on the part of sports_analytics, in particular its legal representatives or agents, in the event of fraudulent concealment of a defect, or in the event of injury to life, limb, or health.

10. Defects of Title

10.1 sports_analytics is liable to the customer for infringements of third party rights on account of the service only insofar as the service is used in a contractual manner by the customer, in particular the in the contractually stipulated use environment. The liability for the infringement of third party rights is also limited to the rights of third parties within the European Union and the European Economic Area as well as at the place of the contractual use of the service. Section 9.2 clause 1 applies in the corresponding manner.
10.2 If a third party makes a claim against the customer that a service of sports_analytics infringes its rights, the customer is obligated to inform sports_analytics without delay. sports_analytics is entitled but not obligated insofar as allowed to defend itself against the claims made at its own expense.
10.3 If the rights or third parties are infringed by a sports_analytics service, sports_analytics will, pursuant to its own choice and at its own expense:
-    obtain the right to use the service for the customer or design the service so that it does not infringe on rights, or
-    take back the service with reimbursement of the remuneration paid for it by the customer (with deduction of a reasonable compensation for use) if sports_analytics cannot achieve any other relief with reasonable effort.
In doing so, the interests of the customer will be taken into account in a reasonable manner.
10.4 Claims of the customer on account of defects of title become time-barred pursuant to section 9.6. Section 9.5 is also applicable to claims for damages and reimbursement of expenditures.

11. Liability

11 sports_analytics is liable for damages
-    for damages caused wilfully or grossly negligently by it and its legal representatives or agents,
-    pursuant to the German Product Liability Act, and
-    for damages arising from injury to life, limb, or health for which sports_analytics, its legal representatives, or agents are responsible.
11.2 sports_analytics is liable in the event of simple negligence insofar as it or its legal representatives or agents infringed on a material contractual duty (a cardinal duty), the fulfilment of which is necessary to enable orderly execution of the contract or the infringement of which endangers the fulfilment of the purpose of the contract and the fulfilment of which the customer can regularly expect (as, for example, in the case of the duty to defect-free performance). For the rest, liability in the case of simple negligence is excluded.
Insofar as sports_analytics is liable for simple negligence, the liability is limited in the case of physical and financial damages to those damages that are foreseeable and typical of the contract. The liability for other, removed consequential damages is excluded. The liability is limited to the contract value for the individual damage event.
11.3 Section 9.6 applies in the corresponding manner for the limitation of actions.
11.4 From a statement of guaranty, sports_analytics is only liable for damages if this is expressly assumed in the guaranty. In the event of simple negligence, this liability is limited pursuant to section 11.2.
11.5 In the event of the loss of data, sports_analytics is only liable for that effort necessary for the restoration of data in the event of orderly backup of data by the customer. In the event of simple negligence of sports_analytics, this liability only arises if the customer has performed an orderly backup directly before the measures that led to loss of data.
11.6 Sections 11.1-11.3 apply in the corresponding manner for claims for reimbursement and other liability claims of the customer against sports_analytics.

12. Various

12.1 Changes and supplements to all contracts concluded between the parties should only be agreed in writing. Oral agreements are only valid if they are confirmed within seven calendar days by sports_analytics in writing. A fax or e-mail satisfies the requirement for the written form.
12.2 sports_analytics and the customer are obligated to maintain secrecy about business and operational secrets and other information designated as confidential that becomes known in conjunction with their contractual relationship or the resulting contractual relations. The forwarding of such information to persons who are not participating in the conclusion, execution, or processing of the contractual relationship may only occur with the written authorisation of the contract partner. Insofar as nothing else is agreed, this obligation ends five years after the respective information has been revealed, but not before the ending of the contractual relationship existing between sports_analytics and the customer.
The contract partners will also subject their employees and any deployed third parties to these obligations.
12.3 Insofar as sports_analytics can access personal data saved on the customer’s systems, it is solely active as a commissioned data processor (section 11 para. 5 of the German Data Protection Act [BDSG]) and will only process and use this data for execution of the contract. sports_analytics will observe the legal requirements for commissioned data processing and the instructions of the customer (for example, regarding adherence to duties to delete or lock) for the handling of this data. The customer shall bear any disadvantageous consequences of such instructions for the execution of the contract. Details for the handling of personal data will be agreed by the contract partners insofar as necessary pursuant to section 11 para. 2 BDSG or other legal standards in writing before sports_analytics is able to access. The contract partners will also subject their employees and any deployed third parties to these obligations.
12.4 sports_analytics and the customer are aware that unencrypted electronic communication (e.g. by email) is subject to security risks. Thus, in the event of this kind of communication, neither sports_analytics nor the customer shall make claims that are based on the lack of encryption unless encryption had been agreed ahead of time.
12.5 All contractual relationships of the parties are subject solely to the laws of the Federal Republic of Germany.

13. Place of performance and Legal Venue

13.1 Place of performance for all obligations from the contractual relationships of the parties is the domicile of sports_analytics.
13.2 Legal venue for all legal disputes from the contract relationships of the parties as well as for disputes with regard to the origination and validity of these contractual relationships is the domicile of sports_analytics for business persons, legal entities of public law, or special assets under public law. sports_analytics is entitled, though, to file suit against the customer at its domicile.