1. Definitions

Agreement: any agreement between Parties relating to the provision of HelloCircle Services.

Clause: an article in these Terms and Conditions. 

Customer: any party to which these T&C apply because of an Agreement with HelloCircle GmbH regarding the provision of HelloCircle Services.

Parties: HelloCircle and the Customer. 

T&C: these general terms and conditions. 

Open-Cohort Program: pre-defined and multi-company program offered by HelloCircle. 

Tailored Services: any customized program designed specifically for the Customer by HelloCircle.

Add-on: any extra program material or activity designed specifically for the Customer by HelloCircle, added to an Open-Cohort Program. 

Participant: any learner joining a HelloCircle Open-Cohort Program or participating in an intra-company program designed by HelloCircle.

2. The Agreement and Terms & Conditions (T&C)

These T&C apply to the Agreement between HelloCircle and the Customer, regarding the participation of one or more participants in HelloCircle Open-Cohort Programs, as well as the commissioning of tailored add-on modules and activities to Open-Cohort Programs or Tailored Services for intra-company programs. 

Before an Agreement between the Parties is concluded, the specifics of a certain program or activity, the costs, and these T&C will be made available to the Customer by email or via the Website. In cases in which the Agreement includes the participation of 10 or more participants or the provision of tailored services, the Customer will receive a Program Quote detailing the scope of activities and total price. 

Any deviation from the T&C shall only be valid when agreed in writing. 

HelloCircle retains the right to unilaterally amend the T&C. The Customer will receive the updated T&C and such changes will apply to already existing agreements. The most recent version of the T&C can always be found on https://hello-circle.com.

If all or any clauses of the T&C or Agreement are void or unenforceable, the remaining clauses will remain in force. A legally binding clause that comes closest to the spirit and the objective content of the individual clause that has been deemed invalid shall be valid. 

3. HelloCircle

HelloCircle is a training academy specializing in leadership and management skills for the tech industry. HelloCircle specializes in leadership training with programs specifically designed for professionals working in the fast-paced tech sector.

4. Pricing

All prices mentioned by HelloCircle are exclusive of VAT and any other taxes, unforeseen costs, and/or all extra third-party costs and rates, e.g., costs for transport (when applicable), recommended literature and other content, (renting) equipment from third parties, unless expressly agreed upon otherwise. 

5. Order Placement

Any Order Placement to confirm the booking of up to 10 seats in an Open-Cohort Program, requires an email confirmation from the Customer. Upon confirmation, HelloCircle shall send the Customer an invoice referencing these T&C. By paying this invoice, the Customer agrees to the T&C.  

Any Order Placement to confirm the booking of 10 or more seats in an Open-Cohort Program, any Open-Cohort add-ons, or the design and delivery of Tailored Services, requires signature of the Program Quote by both Parties. Additional purchase order documentation for processing purposes can be provided if required by the Customer. All change requests or extensions beyond the services proposed in the Program Quote require an additional quote.

6. Payment Terms

The default payment terms and conditions are as follows:

A. All invoices are subject to statutory VAT; Reverse Charge is applied in the EU and other applicable countries.

B. Compensation shall be payable in Euros; no currency rate adjustments can be made by the Customer; international banking fees are fully paid by the Customer.

C. Invoices shall be paid within fourteen (14) days. 

D. After a grace period of 14 days, an interest rate of 1.5% per month is applied to late payments.

E. Invoices shall be sent via email to the Customer.

F. Invoicing cycles shall be applied based on project volume:

• < € 010.000 in Open-Cohort seats or Tailored Services: 100% at project start
  
• < € 025.000 in Open-Cohort Enterprise seats or Tailored Services: 50% at start, 50% at end 
• < € 100.000 in Open-Cohort Enterprise seats or Tailored Services: 30% at start, 40% at middle, 30% at end
• > € 100.001 Open-Cohort Enterprise seats or Tailored Services: 30% at start, 70% through quarterly retainer

7. Termination of Agreement

A. Cancellation: should the participation of employees in an Open-Cohort Program or the Tailored Services agreed upon between the parties be canceled by the Customer, the Customer shall pay cancellation fees regarding the program cost only to the extent stated herein and dependent on the time the cancellation is effected as follows:

• If cancellation occurs more than 30 calendar days prior to the beginning of the program execution phase, 25% of the agreed upon fee plus incidental costs shall be borne by the Customer.
  
• If cancellation occurs between 15-30 calendar days prior to the beginning of the program execution phase, 50% of the agreed upon fee plus incidental costs shall be borne by the Customer.
• If cancellation occurs less than 15 calendar days prior to the beginning of the program execution phase, 75% of the agreed upon fee plus incidental costs shall be borne by the Company.

8. Proprietary Rights

A. The parties understand that broadly speaking, many parts of the content delivered as part of the training services are not protectable as they are know-how that is available in the public domain. 

B. The Parties agree that original frameworks, content, assets, presentations, videos, workshop formats, and concepts developed by HelloCircle for these training purposes, including in-house presentations shared by HelloCircle, are considered intellectual property which remains in the sole ownership of HelloCircle. HelloCircle shall provide handouts, checklists, work-sheets, canvas, and summaries, while full training materials may not be shared. 

C. The Customer may not alter, delete, enhance, add to, distribute, or otherwise exploit any Proprietary Materials or other protected elements of the Services, either in whole or in part, unless expressly permitted otherwise.

D. The training material (shared or presented) is not permitted to be distributed externally by the Customer, and as such are permitted only to be further circulated for internal alignment purposes within HR, but may not be used neither commercially nor for training purposes - internally or externally.

E. The scope of services relate to a HelloCircle-led facilitation of the training content and community activities. If the Customer intends to use the training material internally, in full or in part, beyond the timeframe of the scope of services, a separate commercial licensing agreement shall be agreed upon between the parties.

9. Confidentiality

Each Party is obliged to keep confidential all Confidential Information, as defined in the following sentence of this section vis-á-vis any unauthorized party, unless (i) necessary due to fulfillment of this Agreement, (ii) necessary due to legally binding rules, and/or (iii) subject to disclosing Party’s prior consent at least in text form according to section 126b BGB. All information, in whatever form and on whatever medium (whether written or oral), made available to the other Party (hereinafter the "Receiving Party") by one of the Parties (hereinafter the "Disclosing Party") in the context of the Agreement shall be considered confidential hereunder. The Parties expressly agree that this Agreement and the Quote (if applicable), and its contents are Confidential Information.

This confidentiality obligation, according to this section above, shall also surrender after termination and/or end of this Agreement for a five (5) year period after the termination of the Agreement.

Business records or any documents, data carriers, data or any things provided to or gained by Receiving Party within the course of Receiving Party’s work may only be used for business purposes of the Disclosing Party, shall be kept with care and handed over to the Disclosing Party in case of any request, the end of this Agreement or release of the consulting obligation.

10. Complaints

The Participant shall notify HelloCircle in writing of any complaints within one month after it discovers a possible shortcoming or fault or should reasonably have discovered the shortcoming or fault of any aspect of the services provided by HelloCircle. A timely notified complaint does not suspend or cancel any (payment) obligation of the Customer. If the Customer does not notify HelloCircle timely, the Customer is not entitled to any recovery performance or compensation.

11. Liability

The Parties shall only be liable for any loss or damages caused by willful intent (Vorsatz) or gross negligence (große Fahrlässigkeit), unless in cases of damages that result from injury to life, body or health; such loss or damage is caused by the infringement of a fundamental contractual duty by the Parties, which is indispensable for the duly execution of the contract and thereby jeopardizes the achievement of the contract purpose, whereas such loss or damage is limited to the foreseeable damage at the time of the infringement; in case of liability provided by law, as under the Product Liability Act (Produkthaftungsgesetz); in cases of liability due to a guarantee. The restrictions and/or provisions set forth in this section shall also apply for the Party’s legal representatives, employees, assistants in performance or agents respectively.

12. Privacy

HelloCircle’s handling and processing of personal data within HelloCircle services is set out in its Privacy Statement, which can be found at https://www.hello-circle.com/imprint-privacy.

13. Marketing

The Customer hereby allows HelloCircle to name the Customer and/or display the logo of the Customer, and any testimonial statements provided as a current and/or past customer as it is relevant to the training services rendered within the framework of the Customer’s participation in a HelloCircle training program. The name and/or logo of the Customer may be displayed on the HelloCircle websites and respective sub-sites, in presentation documentation as well as marketing materials. A non-sensitive description of the program can be published as a case-study for blog and/or social media communication.

14. Governing Law and Jurisdiction

This Agreement shall be subject to German law without giving effect to conflict of law principles and/or the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement or any further supplemental agreements shall be settled by a competent court of jurisdiction in Germany to the extent legally possible. The place of jurisdiction is, to the extent permitted by law, Berlin. 

15. Miscellaneous

All annexes, appendices and/or exhibits attached hereto shall be deemed a substantial part of this Agreement. In the event of any inconsistency between the provisions of this Agreement and provisions in the Annexes, the provisions of the annex, appendix and/or exhibit shall prevail. If any annex, appendix and/or exhibit has not been attached to this Agreement, it is without content. This shall not affect the text and content of the respective provision of this Agreement. Amendments and additions to these terms, including this clause, must be in writing to be effective. This requirement for written form shall also apply to the repeal of this written form requirement. 

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By signing a Quote that references this Agreement, the Client acknowledges that they have read, understood and agree to be bound by the terms and conditions.