Subscription Agreement

Preamble

1. The Calligraphy Cut Company GmbH (hereafter referred to as CCC) is the owner of the rights to trademarks, patents and registered designs relating to the “calligraphy pen” (contract protection rights), which CCC customers can use in a subscription system.

2. The Licensee wishes to use the calligraphy pen. All calligraphy pens handed over within the context of this contract shall remain the property of CCC and shall be made available to the Licensee on loan for the duration of the contract.

3. This contract is a general agreement between CCC and the Licensee. Within the general agreement, the Licensee may agree on the use of a calligraphy pen, flexibly for each employee. The registration and deregistration of the employee takes place by filling in the corresponding employee’s data in Appendix 1 (employee - registration / deregistration), which is part of this contract, as well as by sending the employee - registration / deregistration to CCC. The contractual rights and obligations of the Licensee with regard to his/her employee(s) shall become effective upon receipt of the employee registration/deregistration by CCC.
Each employee of the Licensee trained by CCC and registered in the employee registration shall receive their own access to the calligraphy cut Digital Academy and their own calligraphy pen on a loan basis.

I. Subject of the Contract - Rights of Use

1. Upon conclusion of the contract, the Licensee shall (for a fee) receive a StarterBox for each employee registered in the employee registration. This box shall consist of a variety of necessary accessories, as well as a calligraphy pen (as a loan) and access to the calligraphy cut Digital Academy.

2. The calligraphy cut Digital Academy contains all the training material that is needed for the training and preparation for the calligraphy cut BlackStar examination. The calligraphy pen may only be used by stylists who have successfully completed at least one of the tests described in this contract. The right to use the calligraphy pen that this certification provides is not transferable.

3. Registration for the exam must be made no later than two months after receiving access to the calligraphy cut Digital Academy.

4. For each establishment in which at least one employee registered in the employee registration and calligraphy pen cut certified employee is employed, the Licensee shall receive the non-transferable right to use the calligraphy pen advertising material and the contractual property rights, as well as the right to have the calligraphy pen used by the certified stylist at the Licensee’s establishment.

5. The Licensee can book an additional “SilverStar” advanced seminar for each employee registered in the employee registration after passing the “BlackStar” examination and after participating in the “BlackStar II” seminar and completing at least 100 calligraphy haircuts. Once the “SilverStar” examination has been passed, the black calligraphy pen shall be exchanged for a silver calligraphy pen, as a loan.

6. The Licensee can book an additional “GoldStar“ advanced seminar for each employee registered in the employee registration after they have passed the “SilverStar” examination. After the “GoldStar” examination has been passed, the silver calligraphy pen shall be exchanged for a gold calligraphy pen, as a loan.

7. The Licensee acknowledges all copyrights existing in connection with calligraphy cut (such as training and marketing concepts, documents, marketing tools and media), as well as the contractual property rights of CCC.

8. The right to use the calligraphy pen and the marketing materials is conditional upon payment of the monthly fee(s) as set forth in Point II.

II. Monthly License Fees

1. For each employee registered in the employee registration, the Licensee’s obligation to pay the monthly license fee, the amount of which is determined by the CCC price list. The fee is due for payment on the fifteenth calendar day of each month. CCC reserves the right to change prices upon prior notice.

 

III. Marketing

1. The Licensee will support CCC twice a calendar year in marketing campaigns, such as in the redemption of vouchers that are issued for a calligraphy cut hairstyle.

2. The Licensee’s hairdressing salon, including its status, shall be listed in the “Salon Finder” on the calligraphy cut website. Both parties shall always strive to ensure that the details are as up-to-date as possible.

IV. Quality Control

1. The Licensee must use the calligraphy pen with the quality of craftsmanship specified by CCC and conveyed through the training procedure; the calligraphy pen must be kept in perfect condition.

2. CCC may check the Licensee’s use of the calligraphy pens and prohibit any further use in the event of significant defects. Complaints from Licensee’s customers shall also play a decisive role in quality control.

3. The Licensee shall indemnify CCC against all third party claims resulting from the use of the calligraphy pen. Furthermore, the Licensee shall indemnify CCC against all third-party claims based on the Licensee’s advertising claims about the CCC Business Concept and its components.

V. Duration of the Contract / Termination

1. The contract begins with ordering the membership and thereby signing this contract and is concluded for an indefinite period. An electronic signature is sufficient.

2. It may be terminated by either party at the end of each month. Termination must be made in writing. The receipt of the deregistration(s), with the data of all the employees leaving CCC replaces the notice of termination. The Licensee’s termination shall not take effect until the Licensee has returned all the calligraphy pens to CCC free of charge, and their receipt has been confirmed.

3. The contract ends at the end of the month, if all calligraphy pens have been received by CCC by the sixth working day of the following month and when their receipt has been confirmed.

4. Termination in accordance with Section (§) 627 of the German Civil Code (BGB) is excluded. The right to extraordinary termination shall remain unaffected. 

5. Should the Licensee default on his/her payment pursuant to Point II.1, this shall also be regarded as constituting termination. A delay of three months shall replace the written notice of termination and corresponds to a termination at the end of the following month.

6. Upon termination of the general agreement, the Licensee must return all calligraphy pens handed over to them on loan to CCC free of charge. This shall terminate all the Licensee’s rights of use of the contractual protection rights, as well as the other rights of the Licensee arising from this contract. The Licensee may no longer use CCC’s promotional materials, marketing tools and media, must delete any online reference to CCC, and may no longer make use of CCC’s trademarks.

7. The termination of an employee by the Licensee is also permitted at any time, to the end of the month. The deregistration is explained by the fact that the Licensee will send CCC an employee – deregistration with data on the departing employee. Termination becomes effective as soon as the calligraphy pen borrowed by the terminated employee concerned has been returned to CCC free of charge by the sixth day of the following moth and receipt has been confirmed. This means that the employee’s right to use the calligraphy pen and the training documents and materials has expired. The rights and obligations with respect to the remaining employee(s) shall remain valid.

VI. Lump Sum Compensation in the Event of Harmful Behavior

1. CCC will always act as an accommodating business partner towards the Licensee and take the respective individual case into consideration.

2. If the registration for the BlackStar examination of each employee registered in accordance with Appendix 1 of this contract is not made within two months at the latest after the registration of the employee in accordance with Appendix 1 and after two reminders, the Licensee shall return the calligraphy pen from the StarterBox to CCC, free of charge. If he or she does not comply with the obligation to return it, even after two reminders have been sent, the calligraphy pen shall be reported as stolen and a claim for damages to the amount of US $ 1,000 shall be made.

3. If the Licensee ceases making their monthly payment and fails to comply with their obligation to return the calligraphy pen on time when the contract is terminated, and to stop the acts of use according to Point I of this contract, they shall pay a flat-rate compensation to the amount of twice the license fee for each month of continued unauthorized use.

4. If the calligraphy pen is defective, it will be replaced by CCC free of charge. If the damage to the calligraphy pen is obviously intentional, CCC reserves the right to charge a replacement fee of US $ 500.

5. If the calligraphy pen is irretrievably lost by the Licensee, CCC shall be entitled to compensation to the amount of US $ 2,000.

VII. No Transferability

1. The Licensee may only advertise calligraphy cut at places of business where at least one CCC-certified employee is employed.

2. The Licensee may not transfer the rights and obligations under this contract to third parties, nor transfer them to a company, nor grant any sublicenses.

VIII. Written Form

No verbal ancillary (side) agreements have been made. Any changes to the contract must be made in writing. This shall also apply to changes to the written form requirement.

IX. Place of Jurisdiction / Choice of Law

1. The exclusive place of jurisdiction for disputes arising out of or in connection with this contract and/or in relation to the performance of this contract, including tortious liability, shall be the registered office of CCC, provided the Licensee is a registered trader (“Vollkaufmann”).

2. For all other contractual partners, the statutory regulation pursuant to Section (§) 13 of the German Code of Civil Procedure (ZPO) shall apply.

X. Miscellaneous

Should any individual provisions of this contract be or become invalid or unenforceable, the validity of the remaining provisions of this contract shall remain unaffected. The invalid or unenforceable provision will be replaced by a valid and enforceable provision that comes closest to the economic objective of the provision concerned. This shall apply accordingly in the event of a contractual loophole.