1. Object and Scope

1.1. The subject of these General Terms and Conditions (GTC) are services and/or designs (works) of ElevenHeads GmbH in the areas of training and consulting for athletes and coaches, as well as related functions in leading and professional sports. The type of services and/or designs (works) and further details of the contractual relationship (e.g. scope of services, schedule, remuneration) are specifically stated in the individually prepared written offer or the corresponding written order confirmation (contract).

1.2. These GTC are an essential part of every offer and every order confirmation, unless otherwise agreed in writing.

1.3. Deviating GTC of the client are invalid unless they are expressly recognized in writing by ElevenHeads GmbH.

1.4. ElevenHeads GmbH is entitled to change these GTC at any time. The change of the GTC will be communicated to the client in good time in writing, with reference to the effective date. If no written objection is made within one month of receipt, the new GTC shall be deemed approved.

2. Offer and Order Confirmation – Conclusion of Contract

2.1. ElevenHeads GmbH is bound by an individually prepared written offer for a period of four weeks, calculated from the date of the offer preparation.

2.2. The subject of each order consists of the agreed services and/or designs specified in the offer/order confirmation, but not the attainment of a specific success.

2.3. Orders are only deemed accepted upon the creation of a written order confirmation, unless ElevenHeads GmbH indicates acceptance of the order through action taken based on the order.

3. Services by Well.WorkSolutions

3.1. The scope and subject of the services to be rendered by ElevenHeads GmbH are specified in detail in the individually prepared written offer or the corresponding written order confirmation.

3.2. Unless otherwise agreed as evidenced by the written offer/order confirmation, ElevenHeads GmbH may employ qualified third parties (subcontractors) for the execution of the order. The selection of third parties by ElevenHeads GmbH occurs in consideration of the principle of a balanced relationship between economic efficiency and optimal success in the interest of the client.

4. Cooperation of the Client

4.1. ElevenHeads GmbH can only properly provide the commissioned services if the client cooperates to the agreed and/or necessary extent. The client is to provide the contractual cooperation contributions specified in these GTC and as evidenced by the written offer/order confirmation at their own expense. This includes, in particular, providing the necessary infrastructure, personnel, technology, documents, and organizational support for the execution of the order. Therefore, the client is obliged, to a reasonable extent, to procure and make available all necessary information, documents, etc. for the fulfillment of the order in a timely manner.

The client designates one authorized contact person for all decision-making processes necessary in connection with the respective individual order to ElevenHeads GmbH, along with two representatives.

4.2. Regarding the designs of ElevenHeads GmbH, the client is responsible for the timely delivery of texts and flawless printing templates or approved returned proof copies at the latest by the respective acceptance deadline.

The client is solely responsible for the information sent to ElevenHeads GmbH. They must provide their material free from rights of third parties and indemnify ElevenHeads GmbH against any claims from third parties.

The costs incurred by ElevenHeads GmbH for changes requested or caused by the client are to be borne by the client.

If ElevenHeads GmbH provides drafts to the client, indicating a reasonable period for checking for correctness and completeness, the drafts shall be deemed approved by the client upon expiration of the period, unless a request for correction is made. The same applies if the client publishes the drafts or parts thereof, e.g., by posting them on the internet, without further review or commissions ElevenHeads GmbH to do so.

5. Remuneration

5.1. All services that ElevenHeads GmbH renders for the client are subject to remuneration unless otherwise agreed in writing.

The remuneration in detail is to be taken from the respective offer/order confirmation.

The agreed prices are each plus statutory value-added tax.

5.2. External and incidental costs, such as costs for engaging subcontractors, like graphic designers, nutrition consultants, etc., as well as expenses for phone, fax, courier, travel expenses, etc., are to be reimbursed separately upon request with proof if not expressly agreed otherwise. ElevenHeads GmbH is entitled to demand reasonable advances from the client for external costs.

6. Due Date of Remuneration and Invoicing

6.1. The remuneration becomes due upon the provision of each individual service according to the respective order confirmation and can be invoiced as such.

6.2. Invoices are payable immediately upon receipt without deduction. After 14 days from the invoice date, interest will be charged at a rate of 9 percentage points (for consumer transactions, 5 percentage points) above the base interest rate. The assertion of any proven higher damage remains unaffected, as does the client's right to prove a lower charge in individual cases.

6.3. The client may only offset claims against the claims of ElevenHeads GmbH if their claims are undisputed or legally established. A right of retention can only be exercised if their counterclaim is based on the same contractual relationship.

7. Cancellation Conditions (Withdrawal) and Postponement

The cancellation or postponement of services scheduled by order confirmation by the client is subject to the following conditions:

7.1. Cancellation

Seminars and Workshops (days):

· The client is entitled to withdraw from the order free of charge up to 29 days before the agreed service date (e.g., seminar start).

· From 28 days before the agreed service date, 50% of the net order value excluding any external and incidental costs not yet incurred will be charged.

· From 14 days before the agreed service date, 75% of the net order value excluding any external and incidental costs not yet incurred will be charged.

· From 7 days before the agreed service date, 100% of the net order value excluding any external and incidental costs not yet incurred will be charged.

Coaching and Consulting (hours):

· From 72 hours before the agreed service date, 100% of the net order value excluding any external and incidental costs not yet incurred will be charged. Cancellation is free of charge before that time. 

7.2. Postponement

If the agreed service date is postponed at the instigation of the client to a later date, the regulation described in 7.1 shall apply, whereby only half of the respective percentage of the net order value mentioned there will be charged.

8. Copyrights – Usage Rights

8.1. ElevenHeads GmbH grants the client an exclusive usage right corresponding to the contractual purpose for the designs that were individually created for the client in fulfillment of the order and intended for use by them (flyers, folders, brochures, etc.);

For works or parts of works existing at ElevenHeads GmbH, such as already developed representations used to create the work result, ElevenHeads GmbH grants the client a simple usage right.

A simple usage right is also granted for the use of services from third parties (e.g., photographs) whose usage was permitted only in a limited manner.

The granting of rights is geographically and temporally unlimited, unless otherwise regulated in the individual contract.

Substantively, the granting of rights is based on the respective contractual purpose.

Further use is prohibited. In particular, the client is not permitted without the consent of ElevenHeads GmbH to grant third parties (including parent, sister, and affiliated companies), both nationally and internationally, simple or exclusive usage rights concerning individual or all granted rights, and to exploit the services in ways beyond the contractual purpose.

Modifications of the work results require the consent of ElevenHeads GmbH unless they are made for updates.

The granting of rights occurs only after full payment of the agreed remuneration.

ElevenHeads GmbH is entitled to use the work results for demonstrations, for demonstration purposes, particularly in the context of trade fairs, exhibitions, seminars, or other comparable events.

8.2. Furthermore, all rights (in particular from copyright and property rights) to all creations (designs, concepts, seminar materials, other work results) of ElevenHeads GmbH remain with ElevenHeads GmbH even after handing over corresponding documents to the client unless they were expressly transferred in writing.

9. Duration and Termination

The duration and termination of the orders are governed by the contractual provisions set out in the order confirmation. The right to immediate termination for good cause remains unaffected in any case. Terminations must be in writing.

10. Confidentiality and Data Protection

10.1. ElevenHeads GmbH is obliged to maintain confidentiality regarding all business secrets of the client that become known during the collaboration.

10.2. ElevenHeads GmbH treats personal customer data confidentially and in accordance with applicable data protection laws. Personal customer data will not be shared without explicit consent or only within the scope of necessary contract processing.

11. Liability

In cases of slightly negligent breaches of duty, the liability of ElevenHeads GmbH is limited to the foreseeable, typical, direct damage according to the type of service. This also applies to slightly negligent breaches of duty by representatives or vicarious agents. Against entrepreneurs, the agency is not liable for slightly negligent breaches of insignificant contractual obligations.

12. Final Provisions

The law of the Federal Republic of Germany applies.

The place of performance, as well as the place of jurisdiction for all disputes between the contracting parties, is Hamburg, provided that the client is a merchant, a legal entity under public law, or a special fund under public law. However, ElevenHeads GmbH has the right to sue the client at any other applicable place of jurisdiction. The place of jurisdiction also applies to persons other than those mentioned above if the client has no general place of jurisdiction within the country, relocates their residence and/or business from the country immediately after the conclusion of the contract, or their residence and/or business or habitual residence is not known at the time of the initiation of legal proceedings. Hamburg, as of June 2024.