Terms & Conditions
Last Updated: 3 June, 2025
Introduction
Before we go into detail, here is a summary of the key points and answers. Customer satisfaction is very important to us, so Circle-Hand can be canceled at any time in the monthly plan and annually in the yearly plan. All data belongs to you and you are the owner of your data. You can export the data at any time in Excel format (CSV).
Now to the details:
These Terms and Conditions ("Terms") apply to the services provided by Circle Hand UG, Bülowstr. 51, 10783 Berlin (also referred to as "we" or "Circle-Hand") to customers (hereinafter referred to as "customer" or "you"). Terms and conditions of the customer do not apply unless we expressly agree to them.
Preamble
If you have entered into a license agreement with us for the provision of services or if you have completed your order through our ordering process including a subsequent order confirmation (collectively also referred to as "contract" or "license agreement"), you acquire, subject to special agreements in the license agreement, your order or the order confirmation, the following services and rights. These Terms apply exclusively to businesses (Section 14 BGB). Contracts with consumers will not be concluded. The privacy policy can be found at: www.circle-hand.com/privacy
§ 1 Subject matter of the contract
a) Circle-Hand provides a browser-based software (hereinafter also "software," "software services" or "SaaS services") that offers you the following core functions:
Creating, editing and deleting article records (title, price, description, images).
Creating delivery customers with contact and condition data.
Display and search of article and delivery customer data stored in the system.
Export of all data stored in the system as a CSV file.
Creating PDF labels based on the data provided by the customer.
b) Availability and Maintenance
The software is provided as SaaS without local installation. Circle-Hand may make the software temporarily unavailable due to maintenance or force majeure. Planned maintenance is notified at least 48 hours in advance by email or in-app message, unless urgent security work makes earlier notice impossible.
c) Right of Use
The customer receives a simple, non-transferable right of use for the duration of the contract. Sharing with third parties is not permitted.
d) Further Development
Circle-Hand continuously develops the software to implement legal requirements, technical innovations or security standards. Functional or process changes that significantly affect contractual use will be announced in text form before implementation. If the change is unreasonable for the customer, the customer may terminate in text form no later than 14 calendar days before it becomes effective.
e) Optional Services
In addition to SaaS services, we offer optional services (including project services), such as consulting services related to the use of our software. If you want individual support in using our software, this is possible via a separate agreement on scope and remuneration. Our services are billed based on the time spent, either by person-day or by the hour.
f) Integrations
Interfaces to third-party systems (e.g. Shopify, Zettle, SumUp) are provided by Circle-Hand as a voluntary additional service without any guarantee of function or correctness. Data transfer is automated. Matching, plausibility checks and booking are the responsibility of the customer.
g) Not Included
Circle-Hand does not provide tax or legal advice, does not offer bookkeeping or tax functionalities and is not liable for tax back payments, fines or other financial disadvantages resulting from incorrect tax handling or missing local requirements unless Circle-Hand has acted with intent or gross negligence. Customers are advised to consult a tax advisor or other qualified source before first use, in case of significant changes and at regular intervals, on how to fulfill tax obligations. Circle-Hand does not offer continuous data consistency checks with third-party systems.
h) Duty to Cooperate
The customer protects all access credentials to the software and the email inbox used for registration from third-party access. Strong and regularly changed passwords must be used, the session must be logged out after use, unauthorized access to devices and mailboxes must be prevented and Circle-Hand must be informed immediately in text form in case of suspected misuse. Even though Circle-Hand creates backups regularly, the customer must export all transaction and payout data at least once a month and review them independently. If discrepancies are found, they must be reported immediately in text form.
THE SOFTWARE IS PROVIDED ‘AS IS’. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
§ 2 Remuneration for our services
You acquire our services under the conditions of the respective selected pricing model or based on an individually created offer. Our project based services are billed based on time spent. All prices are exclusive of statutory VAT at the place of service. Payment is due in advance for each contractual month unless otherwise agreed. Invoices are payable without deduction within 14 calendar days. In case of payment default, statutory default interest applies. Circle-Hand reserves the right to block access until payment is made.
Price Adjustment and Tariff Change
a) Revenue-Based Tariff Change
If the net revenue processed by the customer via Circle-Hand reaches or exceeds the threshold mentioned in the current price list, Circle-Hand will inform the customer at least 14 calendar days before the end of the month in text form. The tariff will change to the next higher plan at the beginning of the following billing month unless the customer objects in text form within 14 calendar days after receiving the information. If the customer objects, the current tariff remains in place; each party may then terminate the contract with four weeks' notice to the end of the month.
b) Function-Based / Usage-Based Upgrade
If the customer books a function only available in a higher tariff, Circle-Hand offers the change to this tariff and informs about the additional costs. The upgrade becomes effective only after the customer agrees to the change. Without consent, the customer cannot use the function.
c) Cost-Based Price Adjustment
If essential cost factors (data center, personnel, energy) increase or decrease sustainably, Circle-Hand may adjust the remuneration in the same proportion. Circle-Hand announces the adjustment at least six weeks before it becomes effective in text form. The customer can object in text form up to two weeks before the effective date. If objected, the contract continues at previous prices; each party may terminate with four weeks' notice to the end of the month.
d) Procedure and Special Termination
Circle-Hand informs about the adjustment in text form before it becomes effective. If the increase exceeds 5 percent per year, the customer may object within two weeks after receiving the notice. If objected, the contract ends at the announced adjustment date.
e) Price List
Revenue thresholds, tariffs, function packages and variable usage fees are listed in the current price list published on Circle-Hand's website. Changes to the price list are subject to the above rules on price and tariff changes.
§ 3 Term of the contract
Monthly Plan: The contract begins on the day it is concluded, and the term is one calendar month. It is extended by an additional calendar month unless terminated by either party with one month's notice effective at the end of the month.
Annual Plan: If the customer opts for an annual plan, the term is twelve months. The annual plan is extended by another twelve months unless terminated by either party with one month's notice effective at the end of the current term.
Form of Termination: Termination must be in text form, an email to mail at circle-hand.com is sufficient.
Consequences of Contract Termination: After the termination becomes effective, Circle-Hand blocks access. During the statutory retention periods, the data processed by the customer remains stored, after which Circle-Hand deletes them. Until the termination becomes effective, the customer can download all data via the export function.
Extraordinary Termination: The right of either party to terminate the contract for good cause without notice remains unaffected.
§ 4 Principles for the provision of our services
We provide you with a technical foundation through our software. You are solely responsible for any actions or content you perform or process using our software. This also includes agreements you make with your customers or partners.
General tenancy law provisions apply to the use of our software. Maintenance work such as updates is part of our service, while further support is available upon agreement. Only when technically necessary can changes result in temporary interruptions.
You are not allowed to commercially pass on our services to third parties. 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 cases 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. Our software may contain links that redirect you to external sites, for which we do not assume responsibility.
You are prohibited from misusing our software, for example by conducting load tests, violating third-party rights, or using harmful data. In case of violations of these provisions, we reserve the right to restrict or terminate your access to our software.
If repeated complaints are made 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. You will be informed in good time and given the opportunity to comment.
§ 5 General Liability
Circle-Hand does not guarantee that the customer will achieve specific economic or other results with the software. The use of the software is at the customer's own risk. Circle-Hand is not liable for damages resulting from use that deviates from or is improper according to the contract.
Circle-Hand is fully liable in cases of intent or gross negligence, for damages resulting from injury to life, body, or health, under the Product Liability Act, and to the extent of an expressly assumed guarantee.
In cases of simple negligence, Circle-Hand is liable only for the breach of an essential contractual obligation. In such cases, liability is limited to the contractually typical and foreseeable damage and capped at the total fees paid by the customer in the twelve calendar months prior to the damage event. An essential contractual obligation is one whose fulfillment is essential for the proper execution of the contract and on whose observance the parties may regularly rely.
To the extent legally permissible, Circle-Hand is not liable for indirect damages, lost profits, pure financial losses, or damages based on claims by third parties against the customer in cases of simple negligence.
If Circle-Hand is liable for data loss, compensation is limited to the effort that would have been necessary for data restoration with proper and risk-appropriate data backup by the customer.
The above liability limitations also apply in favor of Circle-Hand's organs, employees, and vicarious agents.
In cases of force majeure and free use of the services, Circle-Hand is liable exclusively according to item 1 of this paragraph.
Contractual claims of the customer expire twelve months from knowledge or grossly negligent lack of knowledge of the circumstances giving rise to the claim, but no later than three years after the service was provided. The statutory limitation periods apply to claims under item 1.
The customer is liable for the actions of its employees, legal representatives, vicarious agents, and other users of the services as for its own actions. The customer shall indemnify Circle-Hand on first demand from all third-party claims based on a use of the services by the customer that the customer is responsible for.
§ 6 Warranty for our services
In the case of material and legal defects, the statutory provisions apply, subject to the specifications in this clause. Section 377 of the German Commercial Code (HGB) applies. All defect claims are subject to your prompt defect notification in accordance with Section 377 paragraphs 1 and 3 HGB. Your defect notification must be in writing.
a) Material Defects In the case of material defects, you are initially entitled, at our discretion, to free rectification or replacement (hereinafter "supplementary performance"). If the defect cannot be remedied after two supplementary performances, it must be checked whether an alternative solution meets your interests before any termination or withdrawal. For leases, the liability for damages for defects existing at the time of handover under Section 536a paragraph 1 BGB without fault is excluded.
b) Legal Defects Our services are provided free from third-party rights. Please inform us promptly in text form if you become aware of third-party rights concerning our services.
At our request, you must leave the defense against third-party claims to us, provide all necessary information, make declarations, and grant powers of attorney. In return, we will indemnify you against payment and damage claims arising from third-party rights. If our services are indeed affected by third-party rights, we are entitled, at our discretion, to eliminate the rights or their assertion (e.g., by paying license fees), or to modify our services so that third-party rights are no longer infringed.
c) General Defect claims lapse if you have made changes to the services without our prior consent or if the services were used by you for a purpose not covered by this contract and this action alone caused the defect.
All claims for defects expire in 12 months, unless they are already restricted or excluded by the above provisions.
§ 7 Your right to use our services
a) Software Use and General
You receive a simple, non-exclusive, time-limited to the duration of the contract, and geographically unrestricted right to use our services.
You are not entitled to reproduce, publicly perform, especially make publicly available, edit, transform, translate, decompile, or otherwise alter the software. Your rights under Sections 69d paragraph 3 and 69e of the German Copyright Act remain unaffected.
We are entitled to use our services including new releases, as well as general know-how, experience, methods, and procedures developed in connection with the contract for other purposes (providing to third parties, as open-source software, etc.).
Test and demo licenses are limited to a maximum duration of 30 days unless otherwise agreed.
b) Open Source Software
For open source software included in our services, we grant you those rights that can be transferred to you under the applicable license terms. You are only permitted to use our services within the scope of these license terms. We assume no warranty or liability for any use beyond this.
c) Intellectual Property
All rights, especially copyrights, trademark rights, and database rights to the software and all work results provided by Circle-Hand under this contract, remain solely with Circle-Hand. The source code is not provided.
d) Prohibited Actions
The customer is prohibited from:
Reverse engineering, decompiling, or disassembling the software or parts thereof,
Using software functions for benchmarking, development, training, or marketing of a competing product or making them accessible to third parties,
Conducting automated queries, load or security tests without prior written consent from Circle-Hand,
Removing or circumventing protection notices, digital watermarks, or technical protection measures.
e) Audit Right
To verify compliance with these rules, Circle-Hand may carry out a reasonable audit (e.g., log analysis or questionnaire) once per contract year or at any time in case of suspected violations. The customer shall cooperate and provide necessary information.
f) Legal Consequences in Case of Violations
If the customer violates letter d), Circle-Hand is entitled to:
Terminate the contract without notice,
Immediately block access to the software,
Demand a contractual penalty of up to €50,000 per violation, excluding the defense of continuation,
Assert further claims for damages and injunctive relief under Sections 1004, 823 BGB.
Further rights remain unaffected.
g) Use by Competitors
Companies offering software or SaaS solutions that wholly or largely compete with the core functions of Circle-Hand, and individuals acting on their behalf, may not use, test, or access our software directly or indirectly. Disclosure of access data to competitors is prohibited. If the customer violates this competition ban, the legal consequences under Section 7 f) apply. Additionally, Circle-Hand may assert claims under the Unfair Competition Act (UWG) and the Trade Secrets Act (GeschGehG).
§ 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 in text form at least two months before the planned transfer.
A transfer of the contract to a third party requires your prior consent. If you object, the contract continues unchanged. The objection is considered good cause for extraordinary termination of the contract by us.
§ 9 Confidentiality
In the course of cooperation, both parties gain knowledge of business secrets of the other party or third parties. A business secret is information that is not generally known or easily accessible to persons who typically handle such information, therefore is of economic value and subject to reasonable confidentiality measures (see Section 2 GeschGehG). A business secret also includes information marked as such, protected by industrial property rights or copyright, subject to banking secrecy or data protection, and for which a legitimate interest in secrecy exists. Not considered business secrets are information known to the other party before disclosure, information that became public without the disclosing party’s involvement, information received from a legitimate third party, and information developed by the receiving party.
The receiving party and all individuals who come into contact with business secrets in the course of their duties must treat them as strictly confidential and only use or disclose them to third parties and employees if necessary for the business purpose. Otherwise, the receiving party must protect the secrets from third-party access.
Objects, files, or other intangible items containing business secrets must be deleted or returned to the disclosing party upon request or at the latest upon termination of the contractual relationship.
The receiving party must take organizational and technical measures appropriate to the state of the art to prevent spying or siphoning of business secrets by competitors. A violation constitutes serious grounds for extraordinary termination.
§ 10 Final provisions
The assignment of individual claims from this contract requires prior consent of the other party in text form. The assignment of monetary claims is excluded from this.
The entire contractual relationship is governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Sales Convention.
The place of jurisdiction for all disputes arising from the contractual relationship is the competent court at our registered office.
Without prejudice to the jurisdiction clause, Circle-Hand is entitled to seek injunctive relief for violations of the obligations under Sections 7 d) to f) and Section 4 h) before any competent court, in particular under Sections 935 ff. ZPO.
Clauses declared unfair under Regulation (EU) 2023/2854 (‘Data Act’) are replaced by the statutory rule.
If a clause is invalid, the remaining contract stays in force. The German version prevails; translations are for convenience only.
You confirm that neither you nor your users are on a sanctions list issued by the EU, USA, Canada, or the UN. You will not export or re-export the software in breach of applicable export laws.
Compliance with export control laws and all import and export regulations related to our services is solely your responsibility.
Changes and additions to the GTC and the entire contract must be in text form to be effective. Changes and additions to the contract that we make due to changed legal or technical requirements of our service provision and that do not negatively affect your entitled services become effective if you do not object within one month after receipt of a notification in text form, and we have informed you of your right to object in advance. If you object, the contract continues unchanged, and we are entitled to terminate the contract with one month’s notice to the end of the next calendar month. Changes and additions to the contract that we wish to make due to changes in service, compensation, or other commercial or operational requirements become effective only with your explicit consent. This consent may be given by clicking a consent button in the change notification (email or pop-up during use of our services) or by another simple and transparent method provided by us. The text form also applies to amendments to this form clause. The precedence of individual ancillary agreements remains unaffected. The above deadlines do not apply, and only an informational right exists regarding changes if they are necessary to avert an unforeseen and immediately imminent threat to protect you from fraud, malware, spam, data protection violations, or other cybersecurity risks.
