Introduction
Before we go into detail, we have summarized the most important points and answers. The satisfaction of our customers is important to us, which is why you have full control over your data, with the ability to export all data in Excel format (CSV/XLS) if you end your subscription. For subscriptions, our monthly plan allows you to cancel at any time, while the yearly plan can be canceled annually.
Now to the details:
These General Terms and Conditions ("GTC") apply to the services of Circle Hand UG, Groninger Straße 4 13347 Berlin (also referred to as "we" or "Circle Hand") provided to customers (hereinafter "Customer" or "you"). General terms and conditions of the customer shall not apply unless we expressly agree to their validity.
Preamble
If you have concluded a license agreement with us for the provision of services or have placed your order via our order process including subsequent order confirmation (hereinafter also referred to as "contract" or "license agreement"), you acquire the following services and rights, subject to special agreements in the license agreement, in your order or in the order confirmation.
§ 1 Subject matter of the contract
Circle-Hand offers software for the management of clothing items and related services (hereinafter referred to as "Services"). The services under this contract may include the components listed below. An overview of our services can be found in the service description, which is available in its respective version on our website or can be seen in the contract. The specific service components that we provide in the contractual relationship with you are set out in the license agreement, your order or the order confirmation.
a) Software- / SaaS
Our software is a SaaS (Software as a Service) solution (hereinafter also referred to as "Software", "Software Services" or "SaaS Services")
An overview of our entire service portfolio can be found in the service description, which is available in its respective version on our website www.circle-hand.com.
We make our software services available to you as part of a "subscription model", without a minimum term and with the option to cancel on a monthly basis. If special fee models are used, these will be listed in detail in the contract.
b) Services
In addition to SaaS services, we offer optional services (including project services), such as consulting services in connection with the use of our software. If, for example, you would like individual support in the use of our software, this is possible via an individual agreement on service content and remuneration. When providing services, our expenses are invoiced on the basis of man-days or hours.
§ 2 Remuneration for our services
You purchase our services at the conditions of the selected price model or according to the conditions of the offer individually prepared for you.
We invoice our services on a time and effort basis.
All remuneration is subject to VAT at the statutory rate applicable at the time and place of performance of the service.
Unless otherwise agreed, the remuneration for the services to be provided by us is to be paid by you in advance for the corresponding contractual month.
Unless otherwise agreed, our invoices are due upon receipt by you and are payable without deductions within fourteen calendar days to our account specified in the invoice.
We have the right to increase our prices if the prices of our service providers increase, if this is necessary to compensate for inflationary price changes, if the consumer price index increases accordingly or in the event that we wish to price our business model differently. You will of course be notified of price increases in advance so that you can agree or reject them. If you do not agree with a price increase, we will try to find a solution in joint consultations. If no solution can be found, each party has the right to terminate this contract with a notice period of 1 month from the time negotiations fail.
§ 3 Term of the contract
The contract for our services is generally concluded for a term of one month from the conclusion of the contract ("basic term").
Termination is possible at any time. Unless otherwise specified in a special offer, in the contract or in the ordering process, the following applies: The notice period for both parties is one month to the end of the basic term. Notice of termination can be given in text form (by email to mail@circle-hand.com). If notice is not given, the contract is automatically extended by a further month.
An upgrade of the selected price model or an extension of the booked services will only take place after prior consultation with you and requires your express confirmation.
After the termination has taken effect, access to our services will be blocked for you. Until the date of termination, you have the option of exporting the data processed with our services. After this date, your access and all associated data will be deleted.
Both parties retain the right to extraordinary termination of this contract for good cause.
§ 4 Principles for the provision of our services
We offer you a technical basis through our software. Any responsibility for actions or content that you carry out or process via our software lies with you. This also applies to agreements that you make with your customers or partners.
When using our software, general tenancy law provisions apply. Maintenance work such as updates are part of our service, whereby further support is offered by agreement. Changes may only lead to temporary interruptions if absolutely necessary for technical reasons.
You may not pass on our services to third parties for commercial purposes. Our services may also be provided by third parties or subcontractors. In the event of significant changes that could negatively affect your contractual relationship, we will seek your consent. In the event of force majeure, such as pandemics or natural disasters, the provision of our services may be temporarily suspended.
You are responsible for the actions of your users. Links in our software may redirect you to external sites for which we accept no responsibility.
You are prohibited from misusing our software, for example by carrying out load tests, infringing the rights of third parties or using defective data. If you violate these regulations, we reserve the right to restrict or terminate your access to our software.
If there are repeated complaints about you or if you do not comply with contractual agreements, we reserve the right to restrict your use of our platform or to terminate the contract. However, you will be informed in good time and have the opportunity to comment.
§ 5 General Liability
Circle Hand accepts no responsibility for the success or results achieved through the use of the software. Any use of the software is at the user's own risk. Circle Hand is not liable for errors caused by improper use by the user, and in the case of simple negligence our liability is limited to the foreseeable damage typical for the contract. Apart from the breach of essential contractual obligations, our liability for compensation for indirect material and financial losses, in particular loss of profit, is completely excluded in the case of simple negligence. In the event of force majeure and the use of our services free of charge, our liability for simple negligence is excluded in its entirety. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose fulfillment Circle Hand may rely in full.
In the event of gross negligence, Circle Hand's liability shall be limited to foreseeable, typical damages.if the user is an entrepreneur, the following shall apply: any claims against Circle Hand shall become time-barred after 6 months, starting from the time at which the user became aware of the damage and the party causing it, but no later than 3 years after receipt of the software. Circle Hand completely excludes liability for indirect damage, pure financial loss, loss of profit and damage resulting from third-party claims against the user, and you are liable for the actions of your employees, legal representatives, vicarious agents and any other users of our services as if they were your own actions. In addition, within the scope of your responsibility, you shall indemnify us on first demand against any third-party liability claims arising from damage caused by your use of our services to third parties and other affected parties.
If the user is an entrepreneur, the following shall apply: Any claims against Circle Hand shall become time-barred after 6 months, starting from the time at which the user became aware of the damage and the party causing it, but no later than 3 years after receipt of the software. Circle Hand completely excludes liability for indirect damage, pure financial loss, loss of profit and damage resulting from third-party claims against the user.
You shall be liable for the actions of your employees, legal representatives, vicarious agents and any other users of our services as if they were your own actions. In addition, within the scope of your responsibility, you shall indemnify us on first demand against any third-party liability claims arising from damage caused by your use of our services to third parties and other affected parties.
§ 6 Warranty for our services
In the event of material defects and defects of title, the statutory provisions shall apply, subject to the stipulations in this section. Section 377 HGB (German Commercial Code) shall apply. All claims for defects are subject to the condition of your immediate notification of defects in accordance with § 377 para. 1 and para. 3 HGB. Your notification of defects must be made in writing.
a) Material defects
In the event of material defects, you shall initially have the right, at our discretion, to rectification or replacement free of charge (hereinafter referred to as "subsequent performance"). If the defect cannot be remedied after two attempts at subsequent performance, it must be checked whether your interests can be met by an alternative solution before any termination or withdrawal.
In the case of rent, strict liability for damages for defects existing at the time of handover is excluded under Section 536a (1) BGB.
b) Defects of title
Our services are provided to you free of third-party rights. Please inform us immediately in text form if you become aware of third-party rights to our services.
At our request, you must leave the defense against the claims asserted by third parties to us, provide us with all necessary information, issue declarations and grant us powers. In return, we shall indemnify you against any claims for payment and damages based on the rights of third parties.
If our services are actually encumbered with third-party rights, we are entitled, at our discretion, to remove the third-party rights or their assertion (e.g. by paying license fees), or to modify our services in such a way that third-party rights are no longer infringed.
c) General
Claims for defects shall lapse if you have made changes to the services without our prior consent or if the services are used by you for a purpose not covered by this contract and this action is solely responsible for the occurrence of the defect.
All claims for defects shall lapse after 12 months, unless they are already limited or excluded in accordance with the aforementioned provisions.
§ 7 Your right to use our services
a) Use of software & general information
You receive a simple, non-exclusive right to use our services, limited in time to the duration of the contract and unrestricted in terms of territory.
You are not entitled to exhibit, publicly reproduce, in particular make available to the public, edit, redesign, translate, decompile or otherwise modify the software. Your rights under §§ 69d para. 3, 69e UrhG remain unaffected.
We are entitled to use our services, including new releases, as well as other general know-how, experience, methods and procedures developed in connection with the contract for other purposes (provision to third parties, as open source software, etc.).
Unless otherwise agreed, test and demo licenses are limited to a term of up to 30 days.
b) Open Source Software
We grant you such rights to the open source software contained in our services as can be transferred to you in accordance with the license conditions applicable to us. You are permitted to use our services exclusively within the scope of these license conditions. We assume no warranty or liability for any use beyond this.
§ 8 Transfer to third parties
We are entitled to transfer the contract to a legal successor or a group company affiliated with us. We will inform you of this in text form at least two months before the planned transfer.
A transfer of the contract to a third party requires your prior consent. In the event of your objection, the contract will continue unchanged. The objection shall be deemed good cause for extraordinary termination of the contract by us.
§ 9 Confidentiality
In the course of the cooperation, both parties gain knowledge of business secrets of the other party or third parties. A trade secret is information that is neither generally known nor readily accessible to persons who normally deal with this type of information, is therefore of commercial value and is therefore subject to appropriate confidentiality measures (see § 2 GeschGehG). A trade secret is also information that is marked as a trade secret, that is protected by industrial property rights or copyright, that is subject to banking secrecy or data protection and for which there is a legitimate interest in confidentiality. Information that is known to the other party prior to disclosure, that has become known to the public after disclosure without the involvement of the disclosed party, that the disclosed party has a legitimate interest in keeping confidential and that is not a trade secret is not a trade secret.
The receiving party, as well as all those who come into contact with trade secrets as intended, are obliged to treat the trade secrets as strictly confidential and only use them or disclose them to third parties and employees if this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the trade secrets from disclosure to third parties.
Objects, files or other intangible objects containing trade secrets shall be deleted or returned to the disclosing party immediately upon request of the disclosing party or at the latest upon termination of the contractual relationship.
§ 10 Final provisions
The assignment of individual claims arising from this contract requires the prior consent of the other party in text form. The assignment of monetary claims is excluded from this.
The law of the Federal Republic of Germany shall apply exclusively to the entire contractual relationship between the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction for all disputes arising from the contractual relationship shall be the competent court at our registered office.
You are solely responsible for compliance with export control law and all import and export regulations relating to our services.
Amendments and additions to the GTC and the entire contract existing between us must be made in text form to be effective. Amendments and additions to the contract that are (or have to be) made by us due to changes in the legal or technical requirements for the provision of our services and that have no negative impact on the services to which you are entitled shall become effective if you do not object to an amendment in text form within one month of receipt of a notification of amendment and we have informed you in advance of your right of objection. If you object to the change, the contract will continue to apply unchanged and we are entitled to terminate the contract without notice with one month's notice to the end of the next calendar month. Amendments and additions to the contract that we wish to make due to changes in performance, remuneration or other commercial or operational requirements will only become effective if you expressly agree to them. This consent can be given by clicking a consent button in the change notification (e-mail or pop-up when using our services) or in another simple and transparent way provided by us for you. The text form also applies to a change to this formal clause. The precedence of individual ancillary agreements remains unaffected. The aforementioned deadlines do not apply and there is only a right to information about changes to the contract if the changes are necessary to avert an unforeseen and imminent danger in order to protect you from fraud, malware, spam, data protection violations or other cyber security risks.
Should one of the provisions of the contract be invalid or should the contract contain a loophole requiring regulation, this shall not affect the validity of the remaining or incomplete provisions. In this case, the parties undertake to replace or complete the ineffective or incomplete provisions with provisions that come as close as possible in economic terms to the ineffective or incomplete provisions.
