General terms and conditions

1. General

1.1 Scope of Application

These General Terms and Conditions apply in the version valid at the time of the conclusion of the contract for all business relations between us of Glowbit Ltd., Agiou Georgiou 18, Philippos Complex 1, 8220 Paphos, Cyprus and you. Should you use conflicting general terms and conditions, these are at this moment, expressly contradicted.

1.2 Contract Agreement

Contract language is German and English.

"Users" are all persons who use the functions of our website or app. This also includes our customers.

"Customers", on the other hand, are only persons who have booked/ordered our chargeable services/goods.

1.3 Downloading our app via the App Store or Play Store

Our app is available via the Apple App Store and the Google Play Store. The download is handled via the corresponding App Store. A user account is required for the download. You can set this up in the App Store or Play Store. For the use of the stores, their terms of use apply. After downloading and installing the app, you can either register for the first time or log in with your existing data. The conclusion of the contract and the storage of the contract's text for the free user agreement is carried out following 1.4 of these General Terms and Conditions.

1.4 Free user contract (registration)

1.4.1 Conclusion of contract

To use the full scope of our website or app, it is first necessary to create an account. Here, the data required for the provision of services by us will be requested. The entries are confirmed by clicking the "Register" button. You will receive a confirmation e-mail with the information required for a login. Only when you have logged into our website or app for the first time with these details is the registration complete. By registering, you enter into a free user agreement with us.

1.4.2 Handling the password

The password enabling you to access the personal area must be treated as strictly confidential and may not be disclosed to third parties. You shall take appropriate and reasonable measures to prevent third parties from obtaining knowledge of your password. An account cannot be transferred to other users/customers or third parties.

1.4.1 Your profile

You are obliged to keep the content and profile details you have posted up to date at all times and to inform us immediately of any misuse of your profile.

1.5 Orders with costs

1.5.1 Business account (subscription)

If you would like to extend the functionality of your account (e.g. add your own advertising to your personal model page), you can upgrade your account to a business account. When subscribing via our website or app, the booking process consists of four steps. In the first step, you select the subscription you want. In the second step, you enter your data, including the billing address and, if applicable, a different address, if you have not already entered these in your account. In the third step, you select the payment method. In the fourth step, you can check all the details (e.g. name, address, payment method, desired subscription) once again and correct any input errors before confirming your order by clicking on the "order subject to payment" button. You are making a binding offer to enter into a contract by placing your order. We will confirm receipt of the order without delay. However, the confirmation of receipt does not constitute a binding acceptance of the order. We shall be entitled to bindingly accept the contract offer contained in the order within two calendar days of receipt of the order by e-mail, fax, telephone or post. Upon acceptance, the contract shall be concluded.

1.5.2 Ordering goods

In our store we also offer you the possibility to order various goods (e.g. caps, mugs, or the production of individual photo books of your models). The assortment presentation in our store is initially subject to change and non-binding. The ordering process then consists of a total of four steps. In the first step, you select the desired goods or can specify/upload the contents for the photo book. In the second step, you enter your data, including billing address and, if applicable, different delivery address, unless you have already entered these in your account. In the third step you select the desired payment method. In the fourth step, you can check all details (e.g. name, address, payment method, ordered items) once again and correct any input errors before you confirm your order by clicking on the button "order subject to payment". With the order you declare your contract offer bindingly. We will confirm receipt of the order immediately. However, the confirmation of receipt does not constitute a binding acceptance of the order. We shall be entitled to bindingly accept the contractual offer contained in the order within two calendar days after receipt of the order by e-mail, fax, telephone, post or by notification of dispatch of the goods. The contract shall only be concluded upon acceptance.

1.5.3 Contract text

The contract's text shall be stored by us and sent to you in text form (e.g. by e-mail, fax or post) after you have sent your order/contract with these General Terms and Conditions and customer information. However, you will no longer be able to retrieve the text of the contract from the site after you have sent your order. Instead, you can use the browser's print function to print out the relevant page with the contract text or save it on your terminal device.

1.6 Subsequent amendment of the terms and conditions

We shall be entitled to make subsequent amendments and additions to the General Terms and Conditions of Business concerning existing business relationships, insofar as changes in legislation or case law make this necessary or other circumstances lead to the contractual equivalence relationship being disturbed to a more than insignificant extent. A subsequent amendment of the terms and conditions shall become effective if you do not object within six weeks after notification of the amendment. At the start of the period, we will expressly draw your attention to the effect of your silence as acceptance of the contractual modification and allow you to make an express declaration. If you object within the time limit, both we and you may terminate the contractual relationship without notice, unless we allow the contractual relationship to continue under the old General Terms and Conditions.

2. Performance and Delivery

2.1 General

With our platform "Modelly" we want to connect model collectors all over the world. Every member can put his own collection online in word, picture and video, to present it and to get in contact with other members. In this way, members not only have an overview of their own collection (statistics, total value, export of the collection as an Excel file, etc.) but can also exchange information. Of course, it is also possible for members to sell parts of their collection to each other. However, we do not become a contractual partner ourselves, but merely provide the platform for contact and presentation.

In addition, we offer you the possibility to upgrade your free Modelly account to a business account, to be able to use even more functions of our platform. Here it is then possible for you, for example, to display your own advertising for your Modelly site.

You can also purchase some products in our store or have your model collection printed as a photo book.

2.2 Performance

We are entitled to have the contract or parts of the contract fulfilled by third parties.

2.3 Delays in delivery and performance

Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events which cannot be prevented by us even by exercising the utmost care and for which we are not responsible (this includes in particular strikes, official or court orders, e.g. in the case of pandemics, and cases of incorrect or improper self-delivery despite covering transactions to this effect) shall entitle us to postpone delivery for the duration of the impeding event.

2.4 Goods orders

2.4.1 Partial deliveries

We are entitled to make partial deliveries if this is reasonable for you. In the case of partial deliveries, however, you will not incur any additional shipping costs.

2.4.2 Exclusion of delivery

P.O. Box addresses shall not be supplied.

2.4.3 Default of acceptance

If you are in default of acceptance of the ordered goods, we shall be entitled, after setting a reasonable grace period, to withdraw from the contract and claim damages for default or non-performance. During the delay in acceptance, you shall bear the risk of accidental loss or deterioration.

2.5 Time of performance

Unless expressly agreed otherwise, delivery/performance by us shall occur within 5 days. The period for delivery/service shall commence on the day after the payment order is issued to the remitting bank in the case of payment in advance or on the day after conclusion of the contract in the case of payment on delivery or purchase on account. The period ends on the following fifth day. If the last day of the period falls on a Saturday, Sunday or a public holiday recognized by the state at the place of delivery/service, the period shall end on the next working day.

2.6 Sweepstakes and contests (e.g. photo contests)

Our sweepstakes and contests offer various prizes (e.g., gift certificates, model cars or other free products). A cash payment of the winnings, even on a pro rata basis, is excluded. Moreover, the prizes can only be redeemed once or will only be paid out once.

Transfer to third parties is not possible. The winner must ensure that only he or she is entitled to redeem the prize. Winnings cannot be combined with other discount codes, coupons, free products, etc. In addition, some prizes are only redeemable within a certain validity period. If the prize is a monetary value, the merchandise value must be at least equal to the amount of the prize. Any remaining credit will not be refunded. If you lose a prize for which you are responsible, no replacement will be possible from us unless we are responsible for the loss. Winnings are not applicable to priced goods/services. If, for reasons beyond our control, the prize is not available, we will be entitled to pay a substitute of equal value.

We reserve the right to suspend or cancel the sweepstakes and contests in whole or for some time or make adjustments as necessary. No separate justification is required for this. In this case, you are not entitled to any claims against us for the continuation of the sweepstakes and/or contest. The legal process is excluded. If you have provided a service in return for participation in the competition (e.g. provision of rights to use images), this transfer of rights will subsequently become invalid.

3. Payment

3.1 Prices and shipping costs

All prices are inclusive of VAT. In addition, the costs for packaging and shipping are shown separately in each case.

3.2 Default of payment for purchase contracts and contracts for work and materials

You shall default on payment if we do not receive compensation within two weeks of receipt of the invoice. In the event of late payment, interest shall be charged at a rate of 5 percentage points above the prime rate of the European Central Bank, or 9 percentage points above the prime rate of the European Central Bank in the case of legal transactions in which a consumer is not involved. If you are in default with your payments, we reserve the right to charge reminder fees of 2.50 euros. Furthermore, we reserve the right to claim damages over this amount. You shall have the opportunity to prove that we have incurred no or less damage.

3.3 Right of retention

You shall only be entitled to assert a right of retention for counterclaims that are due and based on the same legal relationship as your obligation.

4. Revocation policy for consumers in distance selling contracts

4.1 Revocation policy for goods

Right of revocation

You have the right to cancel this contract within fourteen days without giving any reason.

The revocation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken or has taken possession of the goods / the last goods.

To exercise your right of revocation, you must inform us (Glowbit Ltd., Agiou Georgiou 18, Philippos Complex 1, 8220 Paphos, Cyprus, phone: +357 26 0208 50, e-mail: info@modelly.com) by means of a clear declaration (e.g. a letter or e-mail sent by post) of your decision to revocation from this contract. You can use the attached sample revocation form for this purpose, which is, however, not mandatory.

To comply with the revocation period, it is sufficient that you send the notice of exercise of the right of revocation before the expiry of the revocation period.

Consequences of the revocation

If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to us without undue delay and in any case no later than within fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of returning the goods.

You will only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking the condition, properties and functioning of the goods.

- End of the revocation policy -

Exclusion of the right of revocation

The right of revocation does not apply to contracts for the supply of goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer. Likewise, a right of revocation does not exist for contracts for the supply of goods that can spoil quickly or whose expiration date would be quickly exceeded.

Special notes on the premature expiry of the right of revocation

In the case of contracts for the delivery of sealed goods which are not suitable for return for reasons of health protection or hygiene, your right of revocation shall expire prematurely if the seal on the goods has been removed after delivery. In the case of contracts for the delivery of audio or video recordings or computer software in sealed packaging, your right of revocation shall expire prematurely if the seal has been removed after delivery.

4.2 Revocation policy for services

Right of revocation

You have the right to cancel this contract within fourteen days without giving any reason.

The revocation period is fourteen days from the day of the conclusion of the contract.

In order to exercise your right of revocation, you must inform us (Glowbit Ltd. Ltd, Agiou Georgiou 18, Philippos Complex 1, 8220 Paphos, Cyprus, phone: +357 26 0208 50, e-mail: info@modelly.com) by means of a clear declaration (e.g. a letter or e-mail sent by post) of your decision to revocation from this contract. You can use the attached sample revocation form for this purpose, which is, however, not mandatory.

To comply with the revocation period, it is sufficient that you send the notification of exercise of the right of revocation before the expiry of the revocation period.

Consequences of the revocation

If you have requested that the services begin during the revocation period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the point in time at which you notify us of the exercise of the right of revocation with regard to this contract compared to the total scope of the services provided for in the contract.

- End of the cancellation policy -

Special information on the premature expiry of the right of revocation

Your right of revocation shall expire prematurely if we have provided the service in full and have only started to provide the service after you have given your express consent to this and you have simultaneously confirmed your knowledge that you will lose your right of revocation upon full performance of the contract by us.

5. Your responsibility

5.1 General

You are solely responsible for the content of your posts or profile. These may not violate any applicable laws or the content's terms and conditions. You also undertake not to transmit any data (this includes, for example, texts and images) whose content violates the rights of third parties (e.g. personal rights, rights to a name, trademark rights, copyrights, etc.). In particular, contributions or profiles with criminal content may not be published or untrue facts asserted.

5.2 Release

You shall indemnify us against all claims asserted against us by third parties on account of such infringements. This also includes the reimbursement of costs of necessary legal representation.

5.3 Data backup

You are jointly responsible for backing up the information sent to us. Unfortunately, we cannot be held accountable for losing your transmitted information, as we do not provide a general data backup guarantee.

5.4 Specifications for your offers

If you offer your models for sale, you as the offerer, are responsible for ensuring that you comply with and properly provide any mandatory information that may be required. We do not ourselves become a contractual partner in the contracts concluded or brokered using our platform, but merely provide the platform for advertising and contact.

5.5 Abusive content or contributions

We will deactivate or delete unauthorized content or contributions without prior notice. Such content designs are given, for example, in the following cases:

for sending spam,
to send and store offensive, obscene, threatening, insulting content or content that in any other way violates the rights of third parties,
send and store viruses, worms, Trojan horses, harmful computer codes, files, scripts, agents or programs,
uploading programs that are capable of disrupting, interfering with or preventing the operation of the service,
attempting to gain unauthorized access to our service or to individual modules, systems or applications, or granting such access to third parties,
Content that glorifies violence, is pornographic or otherwise offensive or punishable by law.

In case of recurring violations, we reserve the right to block or delete your account. In this case, payments already made cannot be refunded. However, the right to extraordinary termination remains unaffected.

6. Retention of title for sales contracts and contracts for work and materials

The delivered goods remain our property until full payment of the purchase price. You shall treat the goods subject to simple reservation of title with care at all times. You assign to us any claim or compensation you may receive for damage, destruction or loss of the delivered goods. If you act contrary to the contract, especially in case of default of payment, we are entitled to take back the purchased goods. In this case, taking back the item does not constitute a withdrawal from the contract unless we expressly declare this in text form.

7. Warranty

7.1 Warranty for purchase contracts and contracts for work and materials

7.1.1 Warranty claim

There are statutory warranty rights. A warranty claim can only arise about the properties of the goods; reasonable deviations in the aesthetic properties of the goods are not subject to the warranty claim. In particular, concerning the descriptions, representations and information in our offers, brochures, catalogs, on the website/app and other documents, there may be technical and design deviations (e.g. color, weight, dimensions, design, scale, positioning or similar), provided that these changes are reasonable for you. Such good reasons for changes may result from fluctuations customary in the trade and technical production processes. If guarantees are given in addition to the warranty claims, you will find their exact conditions with the product in each case. Possible guarantees do not affect the warranty rights. However, you are obliged to make the defective goods available to us for the purpose of subsequent performance.

7.1.2 Warranty towards consumers

The risk of accidental loss or deterioration of the goods sold shall not pass to you until the goods are handed over to you. Please inform us if the outer packaging arrives damaged or if you notice any damage after receipt of the goods. However, there is no obligation to make such a notification, nor are warranty rights affected by a failure to notify us. If the goods are defective, you may choose to demand subsequent performance in the form of repair or replacement within a reasonable period. We shall bear the costs of taking back the goods to be replaced.

7.1.3 Warranty towards entrepreneurs

In deviation from the statutory warranty provisions, the following shall apply vis-à-vis entrepreneurs: In the event of a defect, we shall, at our own discretion, provide subsequent performance in the form of rectification of the defect or new delivery. In this case, the risk of accidental loss or deterioration of the item shall already pass to you upon handover to the person designated for transport. Entrepreneurs must report apparent defects immediately and non-obvious defects immediately after discovery in text form; otherwise, the assertion of the warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of the defect.

7.1.4 Rights in case of an insignificant defect

In the event of an insignificant defect, you shall only be entitled to a reasonable reduction of the purchase price to the exclusion of the right of rescission.

7.1.5 Compensation for defects

No warranty shall be provided for damage resulting from improper handling or use. Express reference is made to the following exclusion of liability.

7.1.6 Statute of limitations

For consumers, the statutory limitation periods shall apply unless a different period has been expressly agreed for used goods. If you are an entrepreneur, the warranty for used goods is excluded; for new goods, it is 1 year. Excluded from this is the right of recourse according to § 478 German Civil Code. The shortening of the limitation period expressly does not exclude liability for damages arising from injury to life, body or health or in the case of intent or gross negligence. The provisions of the Product Liability Act shall also remain unaffected.

7.1.2 Warranty for service contracts

The statutory warranty rights shall apply.

8. Term, blocking and termination

8.1 Termination of the free user agreement

The user relationship is concluded for an indefinite period. It begins with the activation of the account. You can terminate it at any time by deleting your profile via the usual account deletion routine or by giving notice to us in text form. With the termination of the free user contract, the profiles and contents assigned to the account will also be deleted.

8.2 Paid subscription (business account)

The paid subscription can be terminated in text form with a notice period of one month to the end of the term, without giving reasons. Suppose the contract is not terminated in due time. In that case, it shall be automatically renewed for an indefinite period of time, but may also be terminated at any time with one month's notice in text form without stating any reasons.

8.3 Termination without notice

The right to terminate without notice for good cause shall remain unaffected. Good cause shall be deemed to exist in particular if

You have provided incorrect or incomplete information when concluding the contract,
you repeatedly violate other contractual obligations and do not cease the violation even after being requested to do so by us.

9. Use of content

By placing content in the database, you grant us the right to use this content for an unlimited period of time for placing and holding it in the database and for retrieval and storage by third parties, in particular to store, reproduce, hold ready, transmit, link and publish the content. This may also be done by or in the form of advertising material (in particular linking on social networks, use for commercials, use for own website/app or also in printed form etc.) by us or by third parties. In this case, the author explicitly waives his or her right to be named. Furthermore, we receive the right to rework the content, especially if it does not meet the above requirements of these conditions.

10. Ratings and comments

10.1 General

We allow users of our website/app to rate each other and write comments. In doing so, users are obliged to provide the information to the best of their knowledge and belief. We may editorially review submitted ratings or comments for their admissibility.

10.2 Abusive or illegal ratings and comments

We will deactivate or delete our abusive or illegal ratings and comments without prior notice. Such are given in particular, if false, insulting or other legally violating information is made, or the ratings or comments are misused without authorization as advertising space.

10.3 Right of the profile owner

In addition, it is the responsibility of the respective profile owner to decide whether to publish or delete individual comments that he has received.

11. Usability of the services

11.1 Further development of the service/availability

We endeavor to adapt our services to current technical developments. We therefore reserve the right to make changes to the agreed services, insofar as such changes do not affect the core services and are reasonable for the contractual partner, taking into account the interests of the contractual partner. We are also entitled to interrupt the website and app operation wholly or partially for the purpose of updating and maintaining within reasonable limits. In this respect, we do not guarantee the availability of the services offered at all times and do not warrant that the services offered or parts thereof will be made available and can be used from any location. Your warranty rights are not affected by this.

11.2 Technical requirements

The use of the website and app requires appropriate compatible devices. It is your responsibility to put or keep the device in a condition that allows the use of the Website and App services (e.g., functional Internet access).

12. Liability

12.1 Exclusion of liability

We as well as our legal representatives and vicarious agents, are only liable for intent or gross negligence. Insofar as essential contractual obligations (i.e. obligations whose compliance is of particular importance for the achievement of the purpose of the contract) are affected, we shall also be liable for slight negligence. In this case, liability shall be limited to the foreseeable damage typical for the contract. With respect to entrepreneurs, we shall be liable in the event of a grossly negligent breach of non-essential contractual obligations only to the extent of the foreseeable damage typical for the contract.

12.2 Reservation of liability

The above exclusion of liability shall not apply to liability for damages resulting from injury to life, body or health. The provisions of the Product Liability Act shall also remain unaffected by this exclusion of liability.

12.3 Data backup

We perform adequate data backups as part of the service provision, but we do not assume any general data backup guarantee for the data transmitted by you. You are also responsible for creating appropriate backups of your data at regular intervals to prevent data loss. We will exercise reasonable care in providing the agreed service and will provide the data backup with the necessary expertise. However, we do not warrant that the stored content or data you access will not be inadvertently damaged or corrupted, lost or partially removed.

12.4 Liability for content

As the operator of the website or app, we are not liable for incorrect information provided by users in their posts or profiles. A review of the content posted on our site or app (especially regarding the violation of third-party rights) does not occur. However, if we become aware of incorrect, inaccurate, misleading or unlawful information, we will immediately review it and remove it if necessary. We also do not guarantee the accuracy, timeliness, completeness, quality or legality of content that does not originate from us. We merely provide you with our platform for communication and presentation.

13. Final provisions

13.1 Place of jurisdiction

Our place of business is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided that you are a merchant, a legal entity under public law or a special fund under public law.

13.2 Choice of law

Unless mandatory statutory provisions according to your home country's law conflict with this, German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.3 Consumer dispute resolution procedure

The EU Commission has created an Internet platform for resolving disputes concerning contractual obligations arising from online contracts (OS platform). You can access the ODR platform at the following link: http://ec.europa.eu/consumers/odr/. However, we are not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board.

13.4 Severability clause

The invalidity of individual provisions shall not affect the validity of the remaining General Terms and Conditions.