General Terms and Conditions of glocled GmbH

I.    General

1.    These General Terms and Conditions apply to all current and future business relationships between us, glocled GmbH - hereinafter referred to as "glocled" - and our customers. Our General Terms and Conditions shall apply exclusively; glocled does not recognize any terms and conditions of the customer that conflict with or deviate from the General Terms and Conditions of glocled, unless glocled has expressly consented to their validity in writing. This requirement of consent shall apply in any case; even if glocled performs the service to the customer without reservation in the knowledge of conflicting general terms and conditions of the customer. 

2.    Individual and express agreements with the customer take precedence over these GTC. A contract or our express confirmation in text form shall be authoritative for their content. 

3.    References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC. 

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II.    Conclusion of contract

1.    All offers and price lists of glocled are subject to change and non-binding, unless they are expressly marked as binding. In particular, glocled is entitled to correct pricing errors. 

2.    The customer's order must be placed in text form and constitutes a binding offer, which glocled accepts within two weeks by sending an order confirmation. The order confirmation shall be decisive for the content of the order, unless it is immediately contradicted in text form. 

3.    Subsidiary agreements, warranties of properties and changes to the order require confirmation by glocled in text form.

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III.    Services, deadlines and dates, default 

1.    The scope of services owed by glocled results exclusively from the order confirmation. 
The subject of the contract may be: 
a)    Intercultural training or consulting
b)    Cultural adaptation and translation of social media posts and other marketing texts
c)    Social Media Management
d)    Community Management
e)    Cross-cultural social media and content training and consulting, and implementation support.
f)    Telephone and personal consultation
g)    Other services in the field of intercultural (social media) marketing

2.    The performance deadlines and dates shall be agreed individually. Binding dates for deliveries and services must be expressly designated and agreed as such in text form. The same applies to fixed dates. 

3.    The performance period shall commence upon receipt of the order confirmation, but not before the customer has fulfilled its contractual obligations, in particular before the customer has provided the documents, information or releases to be procured.

4.    If performance deadlines have been specified by us and made the basis for placing the order, such deadlines shall be extended in the event of strikes and cases of force majeure, namely for the duration of the delay as well as a reasonable preparation time. The occurrence and expected duration of such events shall be notified to the customer by glocled. The same shall apply if the Customer fails to fulfill any obligations to cooperate pursuant to Section VII. If the performance of glocled depends on events (e.g. events or other occurrences) which are not within the sphere of responsibility of glocled, and if these events are cancelled through no fault of glocled, glocled shall be entitled to charge the costs already incurred for preparatory actions.  

5.    The occurrence of default by glocled shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required. Insofar as a cause for which glocled is not responsible impairs compliance with the deadline, glocled shall inform the customer thereof without delay. In this case, glocled may demand a reasonable postponement of the dates and deadlines. 

6.    glocled shall be permitted to have parts of the service rendered by third parties. 

7.    If rights of use or exploitation or the consent of third parties are required for the performance of services by glocled, glocled may obtain the rights and/or consent at its own discretion either in the name and for the account of the Customer or for its own account and in its own name. The costs incurred for this shall be borne by the Customer. Any additional claims pursuant to §§ 32, 32a UrhG shall be borne by the customer. Insofar as glocled transfers rights of use or exploitation to the customer, these may be limited in terms of subject matter, time and place and may be structured as a simple, non-exclusive or exclusive right of use.  

8.    If trainings or other services are held by glocled in the context of a webinar, the execution of the event depends on reaching a minimum number of participants. glocled will communicate the minimum number of participants in the context of the announcement of the offer. If the minimum number of participants is not reached, glocled is entitled to cancel the webinar and will inform the customer of this at least 3 days in advance. Any costs already paid will be refunded if the date cannot be made up within a reasonable period of time. 

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IV.    Cooperation obligations of the customer

1.    glocled depends on the cooperation of the customer for the performance of its services. 

2.    The customer is obligated to provide glocled with all information and documents required for the performance of glocled (in particular, but not conclusively, photographs, images, graphics, animations, videos, PDF files (hereinafter referred to as media)). The customer shall grant glocled access to all databases required for the services (this includes, for example, external image databases). The customer shall inform glocled without delay about all circumstances that are necessary and of importance for the execution of the order, even if they only become known during the execution of the order. 

3.    If further support by the customer is required, glocled shall inform the customer thereof in text form within the scope of the order confirmation or in advance. 

4.    glocled shall request the customer in due time to perform the necessary acts of cooperation, stating the time limit for performance. If the customer is in default with the acts of cooperation, glocled shall set the customer a reasonable grace period for this purpose. 

5.    Insofar as the performance of glocled is delayed due to incorrect, incomplete or subsequently changed information provided by the customer or due to a lack of or delayed cooperation on the part of the customer, glocled may demand a reasonable postponement of the dates and deadlines. 

6.    The customer shall bear the costs for the expenses incurred due to the fact that the service is repeated or revised as a result of his incorrect, incomplete or subsequently changed information. 

7.    The customer guarantees to be the owner of the rights of use and exploitation of the provided media and furthermore guarantees that the rights of use can be exercised free of third party rights. As soon as the customer becomes aware of third party property rights, he shall inform glocled thereof without delay. In addition, the customer shall indemnify glocled against claims of third parties in connection with the use of the media (in particular due to copyright infringements). The indemnification shall also include the reimbursement of costs incurred or incurred by glocled due to a legal prosecution or defense. glocled shall notify the customer in due time in writing of such third party claims and the customer shall be entitled to defend itself against such claim at its own expense, to take control of the proceedings and to settle claims by way of compromise. 

8.    If the service is performed by glocled digital (for example but not conclusively by holding webinars), the customer is not permitted to record or reproduce the event. The transfer of provided materials to third parties is not permitted. 

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V.    Change of the task

1.    If the customer wishes to change or extend its requirements, glocled is obliged to agree to this as far as it is reasonable for glocled. Insofar as a change request affects the contract, glocled may demand an appropriate adjustment of the contract, in particular an increase of the remuneration and/or a postponement of the dates and deadlines.

2.    Agreements on a change of the task must be made in writing. If the customer approaches glocled verbally with a change request, glocled may demand that the customer formulate it in writing. Alternatively, glocled may confirm the Customer's change request in writing. In the latter case, the change request shall be effective unless the Customer objects within three working days. 

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VI.    Term of contract, termination

1.    Contracts for non-recurring services are not subject to a contractual term. Unless other service contracts for recurring services have a fixed term or something else has been expressly agreed, contracts shall be concluded for an indefinite period. 

2.    If a contract with a term of less than one year is concluded, the notice period is one month to the end of the contract. If such a contract is not terminated, it shall be automatically renewed in each case for the duration of the original contract term and may subsequently be terminated in each case with one month's notice to the end of the contract term. 

3.    If a contract with a term of at least one year is not terminated in writing by one party with three months' notice prior to the expiry of the respective term, it shall be automatically extended by the duration of the original contract term. 

4.    The right of termination for good cause remains unaffected. 

5.    In any case, the termination must be in writing. 

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VII.    Prices, terms of payment and invoices

1.    All prices offered are in EURO and are net prices. VAT or other local taxes or duties are not included in the price. 

2.    Invoice amounts are to be paid within fourteen days from the date of invoice and provision of the service without any deductions, unless otherwise agreed in writing; the date of receipt of payment by glocled is decisive for the date of payment. glocled is entitled to perform individual services, in particular but not exclusively the performance of webinars or trainings, only against advance payment. Upon expiry of the aforementioned payment deadline, the customer shall be in default.

3.    Payment instructions, checks and bills of exchange shall only be accepted upon express prior agreement in text form and only on account of performance. Collection charges and other costs shall be borne by the customer.

4.    If the customer defaults on his payment obligations, all claims of glocled from the entire business relationship shall become due immediately. Further services during the period of default shall only be provided against advance payment. If the customer is in default, glocled is entitled to charge interest on arrears at the applicable statutory rate. glocled expressly reserves the right to prove and assert higher damages caused by default. 

5.    The customer shall only be entitled to rights of set-off and retention if its claims have been legally established, are undisputed or have been acknowledged by glocled.

6.    glocled is entitled, without the consent of the customer, to assign or pledge due or future monetary claims arising from the contractual relationship in whole or in part to third parties. Any prohibition of assignment or requirement of consent in the customer's terms and conditions is expressly contradicted. 

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VIII.    Warranty, rights of the customer in case of poor performance, limitation period

1.    Within the scope of the provision of services, glocled owes the proper provision of services with the greatest possible care. 

2.    glocled shall remedy defects at its own discretion by repair or by replacement delivery within a reasonable period of time (subsequent performance). The right of glocled to refuse subsequent performance under the statutory conditions shall remain unaffected. 

3.    In deviation from § 195 BGB, the general limitation period shall be one year from the statutory commencement of the limitation period (§ 199 BGB). Any claims arising from the Product Liability Act (ProdHaftG) as well as the claims for damages specified in Section X below shall remain unaffected by this. In these cases, the statutory limitation provisions shall apply exclusively. 

4.    Guarantees in the legal sense are not given by glocled. glocled supports customers exclusively in the implementation of campaigns or other advertising measures planned by the customer and is not liable for the success of the respective measure. 

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IX.    Liability; Compensation

1.    Unless otherwise stated in these GTC, glocled shall be liable for a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.  

2.    The liability of glocled for breach of contractual obligations as well as from tort, is limited to intent and gross negligence. This does not apply in case of injury to life, body and health of the customer, claims for breach of cardinal obligations, i.e. obligations that arise from the nature of the contract and whose breach endangers the achievement of the purpose of the contract, as well as compensation for damages caused by delay (§ 286 BGB). In this respect glocled shall be liable for any degree of fault. In this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage. 

3.    The exclusion of liability shall not apply to liability under the German Production Liability Act or insofar as glocled fraudulently conceals the defect or has assumed a guarantee for the quality of the product, the work or the service. 

4.    Insofar as liability for damages is not excluded, such claims shall become time-barred within one year, beginning with the accrual of the claim or, in the case of claims for damages due to a defect, from the handover of the item. This period shall not apply if glocled is liable due to intent or gross negligence or due to injury to life, body and health.

5.    Insofar as liability for damages against glocled is excluded or limited, this shall also apply with regard to the personal liability for damages of employees, representatives and vicarious agents of glocled.

6.    The customer is aware that some of the social media services used are operated by third parties over which glocled has no influence. If a part of the service is processed via/on third party service(s) (for example but not conclusively the community management), glocled does not assume any liability for the operation of these external social media services. 

7.    The verification of the legal admissibility of an advertising measure is expressly not owed by glocled. A liability for this is therefore not assumed. 

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X.    Acceptance

If glocled owes a certain success, the customer is obliged to accept. After the service has been provided, glocled will send a request for approval and acceptance by e-mail. The customer will check the contractual conformity of the service and in case of contractual conformity declare its acceptance in text form. Insignificant defects shall not entitle the customer to refuse acceptance. Unless otherwise agreed, glocled will perform a maximum of two correction loops. Acceptance shall be deemed to have taken place at the latest upon payment or use of the Work. 

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XI.    Confidentiality, data protection

1.    glocled undertakes to use all knowledge of trade and business secrets obtained within the framework of the contractual relationship and of information designated in writing as confidential only for the performance of the contract and to treat such knowledge confidentially for an unlimited period of time.

2.    The obligation of confidentiality shall not apply to ideas, concepts, know-how and techniques relating to glocled's services, nor to data that are already known to glocled or were known or will become known to glocled outside of this contract. The obligation of confidentiality shall also not apply if (i) this obligation has been waived by an explicit and written consent of the Customer, (ii) if the information is or becomes publicly available to anyone by publication or in any other way, or (iii) glocled is obliged to surrender the information due to an official or court order or decision. 

3.    glocled shall oblige its employees to the same extent to maintain confidentiality. If glocled has a part of the service carried out by subcontractors, glocled will only employ such subcontractors who have also committed themselves to confidentiality. 

4.    glocled may publish the name of the customer and a brief description of the services provided in a reference list. Further advertising references are to be agreed upon and released with the customer in advance. 

5.    glocled undertakes to process data, in particular personal data, only in accordance with the instructions of the customer. glocled observes the relevant provisions of the Basic Data Protection Regulation in the execution of the contract and monitors their compliance.

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XII.    Affiliate marketing

1.    glocled may legitimately refer to external offers of third parties on its own social media sites with so-called affiliate links. 

2.    glocled will identify affiliate links directly and clearly under the provision of the word "advertising" or "advertisement". glocled does not assume any warranty for the products or the offers of third parties. 

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XIII.    Final provisions

1.    The contract and its amendments must be in writing. This also applies to this written form requirement. Insofar as these contractual conditions speak of text form, notification by e-mail shall be sufficient. 

2.    Unless otherwise stipulated in the contract, the place of performance and payment shall be glocled's place of business in Berlin. 

3.    The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of conflict of laws and the UN Convention on Contracts for the International Sale of Goods.

4.    The exclusive place of jurisdiction in relation to merchants is the registered office of glocled in Berlin. The customer may also be sued at his place of business at the discretion of glocled. 

5.    These GTC are provided in German and in English. In case of doubt, only the German language version shall prevail. 

6.    glocled reserves the right to update and adjust these GTC at its reasonable discretion, within a reasonable time frame. glocled will only make these changes for valid reasons, in particular due to changes in case law, changes due to technical developments or other equivalent reasons. The changes to these GTC will be offered to the customer in text form one month before the proposed effective date. The Customer's consent shall be deemed to have been given if the Customer has not indicated its rejection prior to the proposed date of effectiveness of the amendment. glocled shall separately notify the Customer of the fictitious declaration with the offer of the new GTC.