General Terms and Conditions
Part A – General Provisions
Section 1: Contract Partners and Scope
(1) These General Terms and Conditions (GTC), Parts A and B, shall apply to the Customers (users and companies) of all supplies and services offered by Strategy Compass GmbH (Provider). All supplies and services are offered exclusively by incorporating these GTC and the respective License Conditions. The License Conditions shall have priority over the GTC.
(2) Any deviating or contradicting conditions, particularly in any Customer general terms and conditions, shall not be or become part of the contract, even if they are not expressly contradicted. Deviating conditions shall only apply if they have been agreed in writing. The written form requirement may only be waived through a written agreement. The GTC shall also apply to future business relations, even if they are not expressly stipulated separately again.
(3) Customers will be notified of modifications to these GTC in writing or by email. If the Customer does not object to such modification within a period of four weeks following the receipt of the relevant notification, the modification shall be deemed accepted. In the event of a modification to these GTC, the Customer will be advised specifically of their right of cancellation and the legal consequences of remaining silent.
Section 2: Registration
(1) The Customer is given the opportunity to register, e.g. for the use of free downloads. To do so, the Customer shall complete the registration form available on the Provider’s website and send it to the Provider.
(3) The Customer themselves shall be responsible for updating their personal information in the event of any changes. All modifications and deletions may be performed online in the registered area or by notifying the Provider.
Section 3: Order Process and Conclusion of Contract
(1) Orders are placed by telephone, letter or e-mail. A valid contract shall be deemed concluded upon the Provider confirming the order in writing, or the start of the joint project implementation. In the case of telephone orders, the Provider can make the conclusion of the contract dependent on a written confirmation by the Customer.
(2) License periods shall commence upon conclusion of contract, unless a different time is contractually established.
(3) For some products, orders may also be placed via the Provider’s online shop or license portal. This shall require the prior or simultaneous registration by the Customer or the setting up of a user account by the Provider. Once registered, the Customer may log in for future orders by using their email address and password.
(4) Presentations of products in the online shop shall not constitute a legally binding offer. For orders placed via the online shop, the Customer shall enter their data (initial registration) or login details. By clicking the order button, the Customer places a binding order. If this offer is accepted, the Provider will send an order confirmation by email. This email confirmation denotes conclusion of the contract.
Section 4: Prices and Terms of Payment
(1) Unless expressly stated otherwise (e.g. as "net"), the prices stated on the products shall be the final prices. Shipping costs do not apply to purchases via download.
(2) In the case of offers directed exclusively at companies, the stated prices shall be net prices. The Customer may be subject to additional taxes on the net price.
(3) The invoiced amount is payable 14 days after invoicing. Invoices shall be sent to the Customer by email or post.
Section 5: Rights of Use
(1) The rights of use granted for the Provider’s Software products (fixed-term licensing) shall be governed by the relevant license agreement and special provisions in Part B of these GTC.
(2) If finished templates, slide packages, graphics, content modules, presentations or documents are purchased, the Customer shall be granted an indefinite license exclusively for their own purposes. Extended rights of use, such as multiple or transferable rights of use, shall require a separate written agreement with the Provider.
(3) The Customer shall be granted an unlimited right of use for templates, slide packages, graphics, content modules, presentations or documents created individually for the Customer.
(4) Training documents (training hand-outs) created by the Provider are intended for the participants of the relevant training course only. They may not be disclosed to third parties. Webinars for the training of the Provider's software products are not affected by this.
Section 6: Consumers' Right of Cancellation
The following right of cancellation shall apply to Customers who are defined as consumers under Section 13 of the German Civil Code (BGB). A consumer shall be deemed any natural person who enters into a legal transaction for a purpose that cannot be attributed to his or her commercial or freelance professional activity.
- Cancellation Rights Instruction -
Right of cancellation
You may revoke your contractual acceptance in writing (e.g. letter, email) within 14 days, without stating reasons, or, if the item is provided to you prior to the expiry of this period, by returning the item. The period shall commence upon receiving these instructions in writing, but not until the item has been received by the recipient (and, in case of recurring supplies of similar goods, not before the first partial delivery is received), or, in the case of services, not until the contract has been concluded, and in general not until our duties to inform according to Article 246 Section 2 in conjunction with Section 1 Paragraphs 1 and 2 of the Introductory Act to the German Civil Code (EGBGB), as well as our duties according to section 312g Paragraph 1 Sentence 1 BGB in conjunction with Article 246 Section 3 EGBGB, have been fulfilled. To comply with the cancellation period, timely sending of the cancellation notice or the item shall be deemed sufficient. The cancellation notice shall be sent to:
Strategy Compass GmbH
Consequences of cancellation
In the event of a valid cancellation, the mutually received goods and services shall be returned, and benefits derived therefrom (e.g. interest), if any, surrendered. If you are unable to return the rendered service or benefits (e.g. benefits of use) to us at all, or only in part or in a deteriorated condition, you must reimburse us accordingly. This may render you obliged to meet the contractual payment obligations for the period up to the date of cancellation. You are only obliged to reimburse us for any benefits or deterioration in the item insofar as such benefits or deterioration are attributable to handling the item beyond the purpose of testing its properties and operation "Testing properties and operation" means testing and trialing the relevant item inasmuch as this is possible and common in a retail shop, for instance. Goods consignable by parcel shipment shall be returned at our cost and risk. Goods not consignable by parcel shipment will be collected from you. Obligations to refund payments must be met within a period of 30 days. This period shall commence for you upon sending your cancellation notice or returning the relevant item, and for us upon receipt thereof.
In the case of service rendering, your right of cancellation shall cease to apply if the contract has been completely fulfilled by both parties at your express wish before you have exercised your right of cancellation.
- End of Cancellation Rights Information -
Exclusion of the Right of Cancellation
The right of cancellation shall not apply to contracts governing the delivery of goods which have been manufactured to Customer specifications, which are clearly tailored to personal needs, which are not suitable for return due to their nature, which are quickly perishable, or whose expiry date has elapsed, or to contracts governing the supplying of audio and video recordings or software, insofar as the delivered data carriers have been unsealed by you, or to contracts governing the delivery of newspapers, journals and magazines (unless you have provided contractual acceptance by telephone regarding the delivery of newspapers, journals and magazines).
(1) Technical data, specifications and performance parameters expressed in public statements, in particular in advertising materials, shall not be deemed information on quality. The functionality of the software, first of all, conforms to the product description and additional agreements made thereto. For the rest, the software must be suitable for the purpose intended under this contract, and must otherwise exhibit a quality as is common for software programs of a similar type.
(2) The Provider shall provide the software in a condition suitable for the contractually agreed purpose. Unless otherwise agreed, the Provider shall not be obliged to adjust the software to modified conditions of use or technical and functional developments (e.g. modifications to the basic software or the IT environment, in particular modifications to the hardware or operating system). The same shall apply to any adjustment to the range of functions of competitive products, or compatibility with new data formats.
(3) The warranty period shall be 1 year starting from provision of the item, and, in the case of downloads, from the time the download is made available.
(4) For the rest, the warranty shall be subject to the legal regulations.
Section 8: Liability
(1) The Provider shall be held liable for willful conduct and gross negligence. In the case of slight negligence, the Provider shall be only held liable for violations of material contractual obligations, whose fulfillment is deemed essential for the proper contract execution, and which the Customer may generally expect to be fulfilled, as well as for death, physical injury or harm to health.
(2) In the case of slight negligence, liability shall be limited to the sum of the typical, foreseeable damage.
(3) The Provider shall not be held liable for any loss of data and/or programs, insofar as the damage is caused by the Customer’s failure to perform data backups and thus ensure that lost data can be restored at reasonable expense.
Section 9: Data Protection
Section 10: Final Provisions
(1) Any modification or amendment to the contractual agreements must be made in writing. This shall also apply to any waiver of said written form requirement.
(2) Federal German law shall apply, under exclusion of the UN Sales Convention. This shall not affect mandatory regulations stipulated by the country in which the Customer maintains their primary place of residence.
(3) The place of fulfillment shall be Düsseldorf. If the Customer is a merchant, a legal entity under public law, or a special public-sector fund, or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from this contract shall be Düsseldorf. This shall not affect mandatory legal regulations governing exclusive jurisdictions.
(4) Should one of the contractual provisions, or part thereof, or any provision incorporated in the contract at a later time, or part thereof, be or become invalid, or should this contract contain any omissions, this shall not affect the validity of the remaining provisions. Such invalid provision or omission shall be replaced by a valid and enforceable provision most closely approximating the legal and economic intentions of the parties or the will of the parties regarding the purpose of this contract, had they considered that matter when concluding this contract. If the invalidity of a provision is attributable to a degree of fulfillment or time (period or point in time) defined in the relevant provision, this provision shall be deemed as having been agreed with the legally permissible degree coming closest to the initially agreed degree.
Part B – Software License Conditions
Section 1: Contract Subject
(1) The software products of the Provider (hereinafter referred to as the "Software") is protected by copyright for Strategy Compass GmbH, Engerstrasse 21, D-40235 Düsseldorf, email: email@example.com, website: www.strategy-compass.com. They may contain open source software components that are subject to separate license terms, which are provided via the software or documentation.
(2) The Customer is aware that the use of a suitable version of the Microsoft Office software is a pre-requisite for running the Software. This agreement does not include said standard software. The Customer must therefore acquire the necessary rights for the Microsoft Office software separately.
(3) The Provider makes the Software available to the Customer for download. Installation or configuration of the Software shall be the responsibility of the Customer, unless otherwise agreed between the parties.
Section 2: Granting of Licences
(1) The Provider grants the Customer the simple, non-exclusive and non-transferrable right to use the Software to the agreed extent for the duration of the contract, in particular with reference to the type and number of license users (License).
(2) In the case of computer-based license activation, use of the provided Software shall only be permitted on the computer on which the Software has been initially installed and activated. Any re-installation of the Software on another computer, for any reason, shall require re-activation by the licensor. An additional license fee must be paid any time the provided Software is used on an additional computer.
(3) In the case of user-based license activation, use of the provided Software shall only be permitted for the Windows user for whom the Software has been initially installed and activated. Any re-installation of the Software for another user, for any reason, shall require re-activation by the licensor. An additional license fee must be paid any time the provided Software is used by an additional Windows user.
(4) The Customer shall not be entitled to sell, lend or lease out the Software, or make it available in any other way, or to sublicense the Software or communicate it to the public, without the consent of the Provider. This shall also apply to other representations of the Software, e.g. in tutorials or screenshots.
(5) The full version cannot be used until an appropriate license key or trial license key has been acquired. The Software may, however, be used to a limited extent, even without such key, as a 30-day trial version.
(6) The Customer shall not be entitled to remove or circumvent the Software’s protective mechanism designed to protect against unauthorized use. Subject to any inalienable legal rights, the Customer shall not be entitled to duplicate the Software.
(7) The Customer shall be granted a non-exclusive right, unlimited in time and place, to use the standard templates, slide packages, graphics, content modules, presentations or documents, delivered together with the Software, as part of Microsoft Office documents. If templates, slide packages, graphics, content modules, presentations or documents are specifically manufactured for the Customer, the Customer shall be granted an exclusive right of use for this. The right of use shall always be limited to Microsoft Office documents created by the licensee, shall not be transferrable, and shall exclude documents intended for resale.
(8) If the Customer violates any of the above provisions, all rights of use granted under the contract shall immediately become void and shall automatically revert to the Provider. In this case, the Customer shall completely and immediately cease using the Software, delete any copies of the Software installed on his computers, and delete, or hand over to the Provider, any backup copies made.
Section 3: Fee
The Customer shall pay the Provider the agreed licence fee.
Section 4: Protection of the Software
The Customer shall be obliged to take suitable measures in order to protect the Software against access by unauthorized third parties, and particularly to store all copies of the Software in a safe place.
Section 5: Term and Termination
(1) Unless an indefinite license is expressly granted, the license agreement shall be limited in time for the agreed license term. The right of ordinary termination shall be excluded. This shall not affect the right of extraordinary termination for just cause.
(2) In the case of time-limited licenses, the contract shall be renewed automatically for the agreed term, unless one of the parties terminates the contract at the end of the agreed term with one month's notice, or unless a different arrangement has been made.
(3) Any termination of the license agreement shall be made in writing (Section 126b of the German Civil Code (BGB)).
Contact details of Provider:
Strategy Compass GmbH
Telephone: +49 (0)211 388 54 308
Commercial Register: Local Court of Düsseldorf, HRB 60903
represented by Managing Director Achim Sztuka
VAT ID No.: DE265631695