General Terms and Conditions (GTC)

Status 16.06.2021

The following General Terms and Conditions apply to orders placed with Circle GmbH. They shall be deemed to be agreed unless they are immediately contradicted.

1 Scope

1.1. Circle GmbH provides its services exclusively on the basis of these terms and conditions. We do not recognize any terms and conditions of the customer that are contrary to or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our terms and conditions.

1.2. These terms and conditions shall also apply to all future business relations with the Client, even if they are not expressly agreed again.

1.3. The products commissioned individually by the customer (e.g. individual Facebook apps, graphics), which have been designed and developed exclusively for the customer, may not be passed on or sold to other direct competitors in identical functionality during the period of the contract. Excluded from this are utility models that are common on the market (e.g. Facebook functions such as invitation mechanisms, competitions, apps that have already been developed, etc.).

1.4. Circle GmbH does not provide legal advice.

2 Copyright and rights of use

2.1. All works (e.g. designs and work performances, photographs, logos, layouts, sketches and other templates) by Circle GmbH are protected as personal intellectual creations by the Copyright Act, the provisions of which are deemed agreed even if the level of creation required by the Copyright Act is not reached. Circle GmbH is thus entitled to the copyright claims arising from SS 97 ff. UrhG are entitled to.

2.2. Circle GmbH may use the advertising material developed by itself as a reference for self-promotion.

2.3. Without the consent of Circle GmbH, the works, including the copyright designation, may not be altered either in the original or in reproduction. Any imitation even of parts of the work is prohibited.

2.4. The works of Circle GmbH may only be used for the agreed type of use and the agreed purpose to the agreed extent. In the absence of an express agreement, the purpose of the contract shall be deemed to be only the purpose made apparent by the client when the order was placed. Unless otherwise agreed, only a non-exclusive right of use shall be transferred in each case. The client acquires the right to use the work within the agreed framework upon payment of the fee.

2.5. The transfer of granted rights of use to third parties as well as multiple uses require the consent of Circle GmbH and are subject to a fee.

2.6. The publication of our work is only allowed against the agreed or usual fee, plus VAT allowed. A violation of the right to name the author entitles Circle GmbH to compensation. Circle GmbH is entitled to information about the scope of use. Rights of use to work that has not yet been paid for at the end of the contract or, in the case of billing on a commission basis, has not yet been published, remain with Circle GmbH subject to any other agreements made.

2.7. Suggestions and instructions of the Client or its employees and agents shall not affect the amount of remuneration. They do not establish a joint copyright.

2.8. With regard to adequate self-promotion, Circle GmbH is entitled to discreetly place the claim “Made with ❤ in Ingolstadt by Circle GmbH” or in a similar spelling in the footer of the homepage as well as in the imprint and on other sub-pages and menus of the respective project. This placement is initially placed by Circle GmbH with each commissioned project. This placement, if the customer requests its removal, is only subject to a charge of min. 50% of the commissioned net price removable.

3 Fee / Terms of payment

3.1. The agreed prices are net prices in euros plus value added tax. They shall apply subject to the proviso that the underlying order data remain unchanged. Subsequent changes at the instigation of the client will be charged separately.

3.2. The payment term for the settlement of Circle GmbH invoices is two weeks after receipt of the invoice.

3.3. Fees are due upon delivery of the work and are payable without deduction. If work is delivered in parts, the corresponding partial fee shall be due in each case upon delivery of the part.

3.4. If the execution of an order extends over a longer period of time, Circle GmbH may demand partial payments.

3.5. The delivered services, work and goods remain the property of Circle GmbH until full payment of all claims arising from the business relationship with the Client. The extended reservation of title shall expressly apply. The contractual partner shall only be entitled to resell and reuse the goods in the ordinary course of business. He hereby assigns his claims from the resale and further use in the amount of our order sum. We hereby accept the assignment.

4 Prices, payments, due date

4.1. Valid is the individual offer agreement. The prices at the time of placing the order are decisive. In the event that the customer withdraws from the order, the work already performed shall be remunerated.

4.2. All prices are net prices to which the statutory value added tax must be added. Payment for our services is always made by bank transfer. The invoice amount is due immediately without deductions upon receipt of the invoice and will be transferred by the customer to Circle GmbH. In the case of project orders, Circle GmbH can demand down payments of up to one half of the agreed upon remuneration upon acceptance of the order and one quarter upon completion of the conception phase. The final payment is due upon handover of the delivery or service. The contracting party shall be in default of payment no later than 30 days after receipt of an invoice. In this case, Circle GmbH is entitled to charge 8% default interest above the base interest rate of the ECB in terms of 8 247 BGB on the owed payment.

4.3. Offsetting with counterclaims is only permitted if Circle GmbH acknowledges the counterclaim or if the counterclaim has been legally established. The customer waives the assertion of a right of retention from previous or other transactions of the business relationship with Circle GmbH. All payments are always credited to the oldest debt, regardless of any other provisions of the customer. Partial services may be invoiced separately. A payment is only considered to have been made when the amount of the claim has been credited to Circle GmbH. If the customer does not meet his payment obligations, Circle GmbH is entitled to immediate withdrawal / suspension of the contract without special prior notice. If the customer is in arrears with due payments, Circle GmbH reserves the right not to perform further services until the outstanding amount has been settled. Legal recourse remains unaffected. Special services such as the reworking or modification of drafts, manuscript study or implementation supervision, will be charged on a time basis.

4.4. Expenses such as travel costs and expenses for meals, accommodation and travel costs, which are to be undertaken in connection with the order and are agreed with the customer, are to be reimbursed by the customer.

4.5 Default in payment shall occur when the payment deadline is exceeded. In the event of a delay in payment, Circle GmbH may refuse further performance of services after prior notice. Circle GmbH is entitled to charge default interest in the amount of 8% (entrepreneurs) or 5% (consumers) above the current base interest rate. Circle GmbH may also demand higher interest for another legal reason. Circle GmbH reserves the right to claim further damages. If the customer defaults on payment twice, stops payments or if Circle GmbH becomes aware of information that calls his creditworthiness into question, all payment obligations from the business relationship with Circle GmbH become due for payment immediately. In this case, Circle GmbH will only provide further services against advance payment.

5 Additional services

5.1. The modification of drafts, the creation and submission of further drafts, the modification of working drawings as well as other additional services (manuscript study, production supervision, etc.) will be charged separately according to agreement and time spent.

5.2. Unforeseeable additional expenditure requires mutual agreement and, if necessary, subsequent remuneration.

5.3. Circle GmbH is entitled to order the external services necessary for the fulfillment of the order in the name and for the account of the customer. The client is obligated to grant Circle GmbH the corresponding power of attorney.

5.4. Insofar as contracts for third-party services are concluded in the name and for the account of Circle GmbH in individual cases, the client is obligated to release Circle GmbH internally from all liabilities resulting from the conclusion of the contract. This includes in particular the assumption of costs.

5.5 Expenses for ancillary technical costs, in particular for special materials, for the production of models, photos, intermediate shots, reproductions, typesetting and printing, etc., shall be reimbursed by the Client.

6 Correction and production monitoring / warranty

6.1. Correction samples must be submitted to Circle GmbH before the start of production. The production is supervised by Circle GmbH only on the basis of a special agreement. If such an agreement exists, Circle GmbH is authorized to make necessary decisions and issue instructions.

6.2. Unavoidable tonal value changes compared to samples or originals, or enlargements made at an earlier time.

6.3. Insofar as our contractual partners are merchants, obvious defects of the delivered goods or services are to be asserted within a preclusion period of 1 week after receipt of the goods / services. Thereafter, the goods / services shall be deemed to have been accepted free of defects. In the case of hidden defects, the obligation to give notice of defects shall commence upon discovery or occurrence of the defect.

7 Liability

7.1. Circle GmbH does not assume liability for the admissibility of the works under competition and trademark law; the same applies to their protectability. By approving the work, the client assumes responsibility for the accuracy of the image and text.

7.2. Insofar as Circle GmbH commissions third-party services at the instigation of the client in the client’s name and for the client’s account, Circle GmbH is not liable for the services and work results of the commissioned service providers.

7.3. The release of the production and publication is the responsibility of the client. If, in exceptional cases, the client delegates the release in its entirety or in parts to Circle GmbH, the client releases Circle GmbH from liability.

7.4. Within the scope of its contractual duties, Circle GmbH is only liable to the client for intent and gross negligence. One of Circle GmbH’s tasks is to inform the client of any legal concerns it may have about planned advertising measures.

8 Delivery dates, delay

8.1 Delivery dates and deadlines require an express written agreement to be binding. Circle GmbH is not responsible for delays in delivery and performance due to delivery difficulties of our suppliers, force majeure and events that make the performance significantly more difficult or impossible for Circle GmbH – this includes in particular strikes, lockouts, official orders, power and water failures, the failure of communication networks, etc., also at suppliers or subcontractors – even in the case of bindingly agreed deadlines and dates. These events entitle Circle GmbH to withdraw from the contract in whole or in part, without the client being entitled to any claims for damages, or to postpone the delivery or service for the duration of the delay, plus a reasonable start-up time, unless the delay is a firm deal or the delay of the service is unreasonable for the client for other reasons. Unless it is excluded by the nature of the order or unreasonable for the customer, we are entitled to make partial deliveries.

8.2. In the event of technical problems that do not allow the continuation of the contract, we are entitled to terminate parts or the entire contract without notice.

8.3. There is no claim of the client for liability for damages and consequential damages as well as for lost profits.

8.4. Liability and claims for damages are limited to the order value.

9 Other

9.1. The exclusive place of jurisdiction for all disputes arising from this contract shall be Ingolstadt, insofar as the Customer is a registered merchant, a legal entity under public law or a special fund under public law. The contracts concluded by Circle GmbH on the basis of these GTC and any claims arising from them shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions.

9.2. All agreements made between Circle GmbH and the client for the purpose of executing this contract are in writing; verbal side agreements do not exist. Any amendment, supplement or partial or total cancellation of the contract must be made in writing to be effective. This shall also apply to the amendment or cancellation of this written form requirement.

9.3. Should individual provisions of these General Terms and Conditions and/or the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions or the contract as a whole. Rather, in place of any invalid or unenforceable provision, such enforceable and valid provision shall be deemed to have been agreed which comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to incompleteness.