General Terms and Conditions (GTC)

General Terms and Conditions (GTC) Status: October 2023

1. General | Scope of Application

1.1 These General Terms and Conditions ("GTC") in their version valid at the time of the respective conclusion of the contract become a constituent part of all contracts and individual call-offs (each a "Contract") between PitchGuru GmbH, Kurfürstendamm 14, 10719 Berlin, Germany ("PitchGuru") and its contractual partners ("Customers").
1.2 These GTC also apply to future contracts between PitchGuru and the Customer, without PitchGuru having to refer to them in each individual case.
1.3 These GTC apply exclusively. General terms and conditions of the Customer shall only become part of the contract if PitchGuru has expressly agreed to their validity in writing.
1.4 When the term 'in writing' is used in these GTC, the electronic exchange of copies of handwritten signed documents or simple e-mails is sufficient for this purpose, unless these GTC require a stricter form.
1.5 Legally relevant declarations by the Customer made to PitchGuru after the conclusion of the contract must at least be in text form within the meaning of § 126b BGB (simple e-mail sufficient) to be effective, unless expressly stated otherwise in these GTC.
1.6 Unless expressly agreed otherwise, PitchGuru's services under a contract are services within the meaning of §§ 611 et seq. BGB.
1.7 For reasons of practicality, these GTC refrain from the simultaneous use of female, male, and diverse language forms and use the generic masculine. All personal designations apply equally to all genders.

2. Conclusion of Contract

2.1 Offers from PitchGuru are subject to change and non-binding.
2.2 Orders from the Customer are considered a binding contract offer. Unless otherwise stated in the order, PitchGuru is entitled to accept a contract offer from the Customer within thirty (30) days after its receipt by PitchGuru.
2.3 A contract is only concluded if (a) the Customer receives an order confirmation sent by PitchGuru in writing or by e-mail and designated as such, or (b) PitchGuru provides the relevant services.

3. Services of PitchGuru

3.1 The Customer may commission PitchGuru on a project-by-project basis with the independent provision of certain services. These services may in particular include the professional design of presentation slides according to specific customer requirements.
3.2 Any deadlines, dates, or schedules contained in a contract, in correspondence of any kind, or in other exchanged documents are non-binding unless PitchGuru has recognized them as binding in writing.
3.3 Force majeure, pandemics, labor disputes, riots, official measures, and other unforeseeable, unavoidable, and serious events release PitchGuru from its performance obligations for the duration of the obstacle and to the extent of its effect. In this case, deadlines shall be postponed by a period corresponding to the duration of the obstacle to performance plus a reasonable lead time.

4. Cooperation of the Customer

4.1 For the fulfillment of the contractual services by PitchGuru, the timely cooperation of the Customer is of essential importance. The Customer shall in particular name suitable contact persons and provide all information and support necessary for the proper provision of services by PitchGuru free of charge, in a timely and comprehensive manner. The Customer shall in particular provide PitchGuru with all information required for the execution of a contract in a timely and complete manner.
4.2 The Customer shall provide the declarations required for the processing of a contract, in particular release declarations and approvals, to PitchGuru in writing (simple e-mail sufficient) in such good time that the workflow of PitchGuru and the provision of services are not delayed or impaired.

5. Platform

5.1 Insofar as PitchGuru provides the Customer with access to the PitchGuru platform, including associated websites, web spaces, services, and applications ("Platform"), for the purpose of providing services, the Customer shall receive a simple, non-transferable, non-sublicensable, worldwide right to use the Platform for the purpose of executing the respective contract.
5.2 PitchGuru shall make reasonable efforts to ensure that the Platform is available to the Customer via the Internet. Exceptions to this are (a) temporary unavailability of content due to planned or unplanned maintenance work by PitchGuru or by third parties and (b) unavailability of content for reasons beyond PitchGuru's control. Within reasonable limits, PitchGuru will also make efforts to announce scheduled interruptions in the availability of the relevant content in advance.
5.3 The Customer is aware and acknowledges that access to the Platform on the customer side, such as the Customer's Internet access, is not included in PitchGuru's performance obligations, and that PitchGuru is therefore not responsible for failures of the Internet connection or the Customer's technical devices and systems.

6. Special Provisions for Works and Services

6.1 If and to the extent that PitchGuru exceptionally provides work services, the provisions of this Section 6 shall apply supplementally.
6.2 PitchGuru is not obliged to implement any change requests for services by the Customer, but will endeavor to do so within the scope of its operational and personnel capabilities. Before implementing change requests, PitchGuru will provide the Customer with a calculation of the additional effort required for approval in each case. An agreement on the implementation of a change request, including the resulting consequences for the project progress and PitchGuru's remuneration, shall be recorded by the parties in writing. The respective change only becomes effective upon written recording.
6.3 The acceptance of work services from PitchGuru shall be carried out by the Customer in accordance with § 640 BGB to the agreed extent and at the agreed time. The Customer is obliged to fully check the quality of the services released by PitchGuru for acceptance at its own expense within five (5) working days after receipt of a corresponding release declaration.
6.4 Insofar as no defects or only insignificant defects are identified during an acceptance test, the Customer is obliged to immediately declare acceptance of the work service. If the Customer identifies a significant defect during an acceptance test, the Customer shall inform PitchGuru immediately and describe the defect as accurately as possible. Following an analysis carried out jointly by the Customer and PitchGuru, PitchGuru shall eliminate the defect in question within a reasonable period. A second acceptance test by the Customer will then take place.
6.5 If, contrary to the above provisions, no formal acceptance is carried out, the work services are deemed to have been accepted if the Customer does not accept the services within a period set by PitchGuru, although he is obliged to do so, or if the Customer uses the services operationally.
6.6 The Customer's right to self-remedy is excluded.

7. Remuneration | Reimbursement of Costs

7.1 For the provision of the agreed services, PitchGuru shall receive remuneration in accordance with the remuneration rates agreed in the respective contract.
7.2 PitchGuru may offer the Customer the purchase of credit that can be redeemed for certain services of PitchGuru (e.g., a contingent for a certain number of professionally designed presentation slides). Any remaining credit will neither be paid out in cash nor bear interest and will expire at the end of the validity period agreed in the respective contract.
7.3 Costs incurred by PitchGuru due to special requests of the Customer (e.g., extraordinary communication, shipping, or reproduction costs) are to be reimbursed by the Customer upon presentation of appropriate proof. The same applies to costs incurred by PitchGuru through the necessary acquisition of licenses or through payments to collecting societies. Usage-related settlements (e.g., social security contributions for artists) and customs costs shall be borne by the Customer.

8. Payment Terms

8.1 All amounts to be paid to PitchGuru under a contract are net amounts and are subject to the statutory value-added tax.
8.2 Unless otherwise agreed, invoice amounts must be paid by the Customer without deduction within fourteen (14) days after receipt of a proper invoice. Upon expiry of this period, the Customer shall be in default even without a reminder and shall owe default interest at the statutory rate. PitchGuru reserves the right to claim further damages for default.

9. Rights to Work Results

9.1 Upon full payment of the agreed remuneration and the costs to be reimbursed by the Customer, PitchGuru transfers all ownership and property rights to all creations, designs, developments, and other results created by PitchGuru for the Customer in fulfillment of a contract and accepted by the Customer ("Work Results") to the Customer, insofar as legally permissible.
9.2 Insofar as a transfer according to Section 9.1 is not possible for legal reasons, PitchGuru grants the Customer, upon full payment of the agreed remuneration and the costs to be reimbursed by the Customer, at the time of their creation, the exclusive, temporally, geographically, and content-wise unrestricted as well as transferable and sub-licensable right to use the Work Results in all known or currently unknown types of use.
9.3 Insofar as the rights to the Work Results or parts thereof are to pass to the Customer in a scope other than that described in Sections 9.1 and 9.2 (e.g., usage rights limited in time and/or content, simple, non-sublicensable and/or non-transferable usage rights, open source licenses), PitchGuru will indicate such a restriction. In this case, the Customer is only entitled to rights to such Work Results or parts thereof in the scope described by PitchGuru. The Customer alone is responsible for compliance with such restrictions.
9.4 In the event of an impairment of the contractual use of the Work Results due to a defect in title, PitchGuru will remedy the reason for the property right complaint within a reasonable period. This is done at PitchGuru's choice, by PitchGuru obtaining the right to continue using the Work Results in question or by modifying or replacing them to a reasonable extent.
9.5 PitchGuru is only liable for property right infringements if the Work Results have been used by the Customer in accordance with the contract. PitchGuru's liability does not apply if the Work Results are modified by the Customer or by third parties and third-party claims arise therefrom. Should claims be asserted against PitchGuru in this respect, the Customer shall indemnify PitchGuru against them.
9.6 If third parties assert claims against the Customer for an alleged infringement of their property rights through the use of PitchGuru's Work Results, the Customer is obliged to inform PitchGuru thereof in writing without delay. In this case, PitchGuru will, at its own choice and expense, satisfy or defend the claims of the third parties or end the dispute by settlement. The Customer grants PitchGuru the sole authority to decide on the defense of rights and settlement negotiations. The Customer will grant PitchGuru the necessary powers of attorney in individual cases and support PitchGuru in a reasonable manner in its defense.

10. Implementation of Customer Specifications | Rights of Third Parties

10.1 The Customer is solely responsible for ensuring that the customer specifications to be implemented by PitchGuru and their implementation by PitchGuru are legally permissible and, in particular, do not infringe any third-party rights. PitchGuru is particularly not liable for the admissibility under competition and trademark law and the trademark eligibility for registration of drafts and other work results.
10.2 The Customer warrants that all content provided to PitchGuru for the execution of a contract or uploaded or generated by the Customer or its users within the Platform, in particular texts, images, graphics, music and video sequences, computer programs, drawings, database content, information, and domains, (a) are free of third-party property rights, (b) do not contain viruses, worms, Trojans, or other harmful components, (c) do not contain infringing, defamatory, or otherwise unlawful components, and (d) that the Customer and PitchGuru are entitled to use the relevant content for the execution of a contract.

11. Confidentiality Obligation

11.1 PitchGuru and the Customer shall keep confidential such information that becomes known to them in the context of the cooperation, is only accessible to a limited circle of people and, according to the will of the respective other party, should not become known to the general public or is considered confidential ("Confidential Information"), in particular business and trade secrets, shall use it only for the purposes of the cooperation and, to protect their own rights, shall pass it on only to third parties bound by professional secrecy.
11.2 PitchGuru and the Customer will also impose such an obligation on their employees, insofar as they are involved in the execution of a contract.
11.3 The confidentiality obligation ends three (3) years after the termination of the last contract existing between PitchGuru and the Customer.
11.4 Confidential Information does not include information that (a) was already known to the other party at the time of disclosure by one party, (b) becomes public knowledge without a breach of the confidentiality obligation by a party, or (c) which one party obtains from third parties without these third parties having breached a confidentiality obligation existing towards the other party.
11.5 PitchGuru is entitled, for the purpose of self-promotion, to mention the name or the company name of the Customer and to use the Customer's logo, as well as to have it mentioned or used by third parties, e.g., in the context of the website or presentations.

12. Data Protection

12.1 PitchGuru and the Customer will comply with the respective applicable data protection regulations during the processing of a contract and ensure compliance by the persons they each employ.
12.2 Insofar as this is required in accordance with the respectively applicable data protection regulations, PitchGuru and the Customer will conclude an additional agreement for data processing.

13. Standard of Care | Liability

13.1 PitchGuru fulfills its contractual obligations with the care of a prudent businessman.
13.2 PitchGuru is liable, regardless of the legal ground, in cases of intent and gross negligence as well as for claims under the Product Liability Act.
13.3 In cases of simple negligence, PitchGuru is only liable (a) for damages resulting from injury to life, body, or health and (b) for damages resulting from the breach of an essential contractual obligation (i.e., an obligation whose fulfillment makes the proper execution of a contract possible in the first place and on whose compliance the Customer regularly relies and may rely). In the latter case, PitchGuru's liability is limited to compensation for the foreseeable, typically occurring damage.
13.4 PitchGuru is only liable for data loss up to an amount that covers the typical costs for restoration that would have been incurred if the Customer had carried out proper and regular data backups.
13.5 PitchGuru's fault-based liability—excluding intent—is limited to the amount of the remuneration to be paid by the Customer under the respective contract.
13.6 PitchGuru's strict liability (liability without fault) is excluded. Section 13.2 remains unaffected.
13.7 Otherwise, PitchGuru's liability is excluded.

14. Term and Termination of Contracts

14.1 The term of a contract is agreed by PitchGuru and the Customer in each individual case. Unless otherwise agreed, each contract is deemed to be concluded for an indefinite period.
14.2 Each contract can be terminated in accordance with the statutory provisions, unless otherwise agreed therein.
14.3 The right to extraordinary termination of a contract for good cause without notice remains unaffected.
14.4 If the Customer terminates or aborts a contract before full performance, he is obliged to reimburse PitchGuru for all costs incurred and arising up to that point as well as any resulting loss of remuneration. In addition, in this case, the Customer is obliged to indemnify PitchGuru against all liabilities towards third parties. Other statutory or contractual claims of PitchGuru remains unaffected.

15. Limitation Period

15.1 The limitation period for any applicable warranty claims of the Customer is one (1) year from their emergence. The limitation of claims of the Customer from tort based on a defect is governed by the statutory provisions.
15.2 Claims of the Customer other than warranty claims, in particular claims due to breach of ancillary duties, from pre-contractual liability or a tort, shall expire in two (2) years from the statutory start of the limitation period.
15.3 Claims of the Customer within the scope of application of Sections 13.2 or 13.3 shall expire according to the statutory provisions.

16. Prohibition of Offsetting | Restriction of the Right of Retention | Prohibition of Assignment

16.1 The Customer may only offset its own claims against claims of PitchGuru or assert a right of retention if the Customer's claims have been legally established or are undisputed or recognized by PitchGuru.
16.2 An assignment of claims of the Customer against PitchGuru requires PitchGuru's prior written consent. PitchGuru will only refuse this consent for a factual reason. § 354a HGB remains unaffected.

17. Final Provisions

17.1 There are no oral side agreements.
17.2 Should a provision of these GTC be or become void, invalid, unfeasible, or unenforceable in whole or in part, the validity and enforceability of the remaining provisions of these GTC shall not be affected thereby. PitchGuru and the Customer are obliged to agree, in place of the faulty provision, on one that comes closest to what the Customer and PitchGuru would have agreed upon according to the meaning and purpose of these GTC if they had recognized the faultiness of the provision.
17.3 The contractual relations between PitchGuru and the Customer, these GTC, as well as all rights arising from or in connection therewith, are subject exclusively to German law, excluding its conflict of laws rules that would lead to the application of the law of another state. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
17.4 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between PitchGuru and the Customer and these GTC is Berlin, Germany.

PitchGuru GmbH
District Court Charlottenburg (Berlin)
HRB 238160 B
Status: October 2023

PitchGuru GmbH
Managing Partners authorized to represent: Marius Schreiber and Jannik Müller
Kurfürstendamm 14
10719 Berlin
Germany

Phone: +49 (0) 30 99 21 13 219
E-mail: info@pitchguru.com

Responsible according to § 55 RStV:
Marius Schreiber and Jannik Müller
Kurfürstendamm 14
10719 Berlin
Germany

The European Commission has established a European Online Dispute Resolution Platform (ODR Platform) at http://ec.europa.eu/consumers/odr/. A consumer can use the ODR platform for the extrajudicial settlement of a dispute arising from online contracts with a company established in the EU.