Terms and Conditions

0. Note on this document (delete before publication)

[EDITORIAL NOTE — DELETE THIS ENTIRE SECTION BEFORE PUBLICATION.]

[General terms are not required by law. They only become relevant once contracts are actually concluded with customers. A pure pre-launch marketing site that merely lets visitors request a demo will normally not need terms at all — in that case this page can simply be deleted. Independently of this, the imprint duty under § 5 DDG (Digital Services Act implementation; the TMG was replaced in May 2024) and the information duties under Art. 13, 14 GDPR continue to apply.]

[The substance depends materially on whether contracts are concluded with consumers (B2C) or exclusively with businesses (B2B). This affects above all the sections on liability, right of withdrawal, term/termination and jurisdiction. Decide the target group first, then delete the sections that do not apply.]

1. Scope and contracting parties

(1) These general terms and conditions (AGB) apply to all contracts between [company name, legal form], [street and number], [postcode, city] (the "Provider") and the customer regarding the provision and use of the software-as-a-service application "dribbl" and related services.

(2) A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession (§ 13 German Civil Code, BGB). A business (Unternehmer) is a natural or legal person or a partnership with legal capacity acting in the exercise of its trade, business or profession (§ 14 BGB).

(3) [Define the target group: if the offering is to be directed exclusively at businesses, this must be stated expressly here AND enforced technically in the ordering or sign-up flow (e.g. mandatory company field, confirmation of business use). Under German case law a clause alone is not sufficient. Without an effective restriction, consumer protection rules apply mandatorily. Note: many basketball clubs are registered associations (e. V.) — whether an e. V. acts as a business in a given case must be assessed separately.]

(4) Deviating or supplementary terms of the customer do not become part of the contract unless the Provider expressly consents to them in text form.

2. Conclusion of contract

(1) The presentation of services on the website does not constitute a binding offer but an invitation to submit an offer.

(2) [Describe the actual contract formation process and include only that one — e.g. (a) online order by the customer, accepted by activation or an order confirmation in text form, (b) an individual quote by the Provider accepted by the customer, or (c) sign-up for a free trial account. Automated acknowledgements of receipt are not declarations of acceptance; clarify this if applicable.]

(3) [Only for paid online orders by consumers: the order process must comply with § 312j (2) and (3) BGB. The button must be labelled solely "zahlungspflichtig bestellen" (order with obligation to pay) or a correspondingly unambiguous wording, and the key information must be displayed prominently immediately before the order is placed. Otherwise no valid contract comes into existence.]

(4) [State whether the contract text is stored and whether the customer can retrieve it. The contract language is [German / German and English].]

3. Services provided

(1) The Provider makes the application available to the customer over the internet for the duration of the contract (software as a service). The software is not transferred permanently, and there is no claim to the source code.

(2) The customer receives a simple, non-exclusive, non-transferable right to use the application as intended, limited to the contract term and the agreed group of users.

(3) [Describe the scope of services specifically, or refer to a service description annex: features, user numbers, storage limits, support hours. Caution: committed availability levels (SLA) are legally binding — include only what can actually be met. Maintenance windows and outages outside the Provider's control should be addressed separately.]

(4) [For consumer contracts concerning digital products, §§ 327 et seq. BGB apply, including a statutory duty to provide updates. The exact scope and the applicable individual provision must be verified by a lawyer; contractual exclusion is possible only under narrow statutory conditions.]

(5) [If player data is processed — likely for a basketball analytics application, possibly including health data or data of minors: allocate responsibilities and address the lawfulness of the customer's data collection here or in the data processing agreement. Specialist review required.]

4. Prices and payment terms

(1) The prices agreed at the time of conclusion of the contract apply, as set out in [price list / quote / order form — insert reference].

(2) [VAT: towards consumers, total prices including VAT must be stated under the German Price Indication Ordinance. Towards businesses, net prices may be stated, with the addition "plus statutory VAT". Whether and at what rate VAT applies (e.g. small business rule under § 19 German VAT Act, reverse charge for EU cross-border customers) must be clarified with a tax adviser and reflected correctly here.]

(3) [Insert the billing model: billing period (monthly/annual), due date, advance payment, accepted payment methods, payment service provider. Name only methods actually offered.]

(4) In the event of late payment, the statutory provisions apply (§§ 286, 288 BGB). [The Provider may suspend access after prior notice and a reasonable grace period — the admissibility and periods must be reviewed by a lawyer, particularly towards consumers.]

(5) [Price adjustment clauses are subject to strict scrutiny under German terms-and-conditions law and are only of limited validity towards consumers. Include only after legal review — otherwise delete this paragraph.]

5. Term and termination

(1) [Insert term and notice periods, e.g. minimum term, automatic renewal, notice period. Caution: for consumer contracts, § 309 no. 9 BGB limits the permissible term and renewal; the exact structure must be reviewed by a lawyer.]

(2) The right of either party to terminate for cause remains unaffected (§ 314 BGB).

(3) Notice of termination must be given in text form.

(4) [For paid continuing obligations with consumers that can be concluded via a website, a termination button must be provided under § 312k BGB ("Verträge hier kündigen"), including a confirmation page and electronic confirmation of receipt. If it is missing, the consumer may terminate at any time without notice. This duty must be implemented technically, not merely mentioned in the terms.]

(5) [Add a provision on data return and deletion after the contract ends: export option, retention period, subsequent deletion. Align with the data processing agreement.]

6. Right of withdrawal (consumer contracts only)

[This section is required only for contracts with consumers. If the offering is effectively restricted to businesses, delete it entirely.]

(1) Consumers generally have a right of withdrawal for distance contracts under § 312g (1) BGB; the period is fourteen days (§ 355 BGB).

(2) [Insert here the statutory model withdrawal instruction and the model withdrawal form pursuant to Annexes 1 and 2 to Art. 246a EGBGB — in the official wording, unchanged, with your own contact details filled in. Do not paraphrase: deviations regularly forfeit the statutory safe harbour and extend the withdrawal period.]

(3) [Early expiry of the right of withdrawal: for services, expiry is governed by § 356 (5) BGB; for digital content not supplied on a tangible medium, by § 356 (6) BGB. Both require the consumer's express consent, their acknowledgement of losing the right of withdrawal, and a confirmation by the Provider. Whether a SaaS application qualifies as a digital service or as digital content must be clarified by a lawyer in the individual case — that classification determines the applicable provision and the required consent dialogue, which must be implemented technically.]

(4) [For free trial accounts without any payment obligation, whether and to what extent a right of withdrawal exists must be assessed separately.]

7. Liability

(1) The Provider is liable without limitation for intent and gross negligence and for damage arising from injury to life, body or health.

(2) In the case of slightly negligent breach of a material contractual obligation — one whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the other party may regularly rely — liability is limited to the foreseeable damage typical for this type of contract at the time of conclusion. Otherwise liability for slight negligence is excluded.

(3) Liability under the German Product Liability Act and under expressly assumed guarantees remains unaffected.

(4) [B2C/B2B — material difference: towards consumers, the prohibitions in § 309 no. 7 (a) and (b) BGB are mandatory; excluding liability for personal injury or for gross fault is invalid and puts the whole clause at risk. Towards businesses, §§ 308 and 309 BGB do not apply directly under § 310 (1) sentence 1 BGB; however, under § 310 (1) sentence 2 BGB they carry indicative weight within the fairness review under § 307 BGB. Monetary liability caps (e.g. to the annual fee) are therefore only worth considering in B2B and only after legal review.]

(5) [Data loss: consider adding that the customer is responsible for regular backups of its data. A blanket exclusion of liability for data loss is regularly invalid in standard terms.]

8. Data protection and processing on behalf of the customer

(1) Details of the processing of personal data by the Provider are set out in the privacy policy at [link to privacy policy].

(2) Insofar as the Provider processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. [Add a reference to the DPA as an annex or describe how it is concluded. In a club-facing application the customer is regularly the controller within the meaning of Art. 4 no. 7 GDPR — this must be assessed case by case and must not be asserted unverified.]

(3) [If sub-processors are used or transfers to third countries take place, these must be disclosed in the DPA and safeguarded under Art. 44 et seq. GDPR. Do not include any statement about hosting providers, subcontractors or server locations that has not been verified beforehand.]

9. Amendments to these terms

[Amendment clauses in standard terms are subject to strict fairness review under § 307 BGB and are only of limited validity towards consumers. Deemed consent through mere silence is regularly invalid. Recommendation: announce changes to the customer in text form with a reasonable notice period and grant a special right of termination. Have the exact wording reviewed by a lawyer — otherwise delete this section and only make changes with the customer's express consent.]

10. Governing law, jurisdiction and dispute resolution

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Towards consumers, this choice of law applies only insofar as it does not deprive the consumer of the protection of mandatory provisions of the state of their habitual residence (Art. 6 (2) Rome I Regulation).

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is [registered seat of the Provider — insert city] (§ 38 (1) German Code of Civil Procedure, ZPO). Towards consumers, the statutory places of jurisdiction apply; a jurisdiction agreement is not permissible in that case.

(3) Consumer dispute resolution: [Add the declaration required by § 36 VSBG. Standard wording where there is no willingness to participate: "The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board." Where participation is mandatory or intended, state the name, address and website of the competent consumer arbitration board — do not name a body that has not been verified. Businesses employing ten or fewer people as at 31 December of the preceding year are exempt from the information duty under § 36 (1) no. 1 VSBG.]

(4) No reference to the EU Online Dispute Resolution (ODR) platform: the platform was shut down on 20 July 2025, and the underlying Regulation (EU) No 524/2013 was repealed by Regulation (EU) 2024/3228. Do not link to or mention the platform; remove any outdated boilerplate.

(5) [Monitor legal developments: the amendment to the ADR Directive that entered into force on 19 January 2026 must be transposed into national law by 20 March 2028 and expressly covers digital services. The information duties under the VSBG may change as a result — check currency before publication and periodically thereafter.]

11. Final provisions and language versions

(1) Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions shall apply in place of the invalid provision.

(2) Only the German version of these terms is authoritative and legally binding. The English version is provided for information only; in the event of discrepancies, the German version prevails.

(3) Version: [insert date of last amendment].