Subscription Agreement

Calligraphy 360° Framework - License and Subscription Agreement

between

The Calligraphy Cut Company GmbH, Bahnhofstr. 30, 59302 Oelde, Germany,

legally represented by the Managing Directors Frank Brormann, Maik Langenberg and Philipp Tippkemper 

hereinafter referred to as “CCC”

and Stylist of the order

hereinafter referred to as the “Licensee”

Preamble

1. CCC is the owner of the rights to trademarks, patents and registered designs relating to the “calligraph” (contract protection rights), which CCC customers can use in a subscription system.

2. The Licensee wishes to use the calligraph. All calligraphs 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 calligraph, flexibly for each employee. The registration and deregistration of the employee takes place by filling in the corresponding employee’s data in Appendix 2 (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.

4. 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 calligraph on a loan basis.

Subject of the Contract - Rights of Use

1. Upon conclusion of the contract, the Licensee shall (for a fee) receive a a starter box for each employee registered in the employee registration. This box shall consist of a variety of necessary accessories, as well as a calligraph (as a loan) and access to the Calligraphy Cut Digital Academy. The cost of the starter box results from the price list, which is a element of this contract (Appendix 1). CCC reserves the right to change prices upon prior notice.

2. The Calligraphy Cut Academy contains all the training material that is needed for the training and preparation for the Calligraphy Cut BlackStar examination. The calligraph 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 calligraph 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 cut certified employee is employed, the Licensee shall receive the non-transferable right to use the Calligraphy Cut advertising material and the contractual property rights, as well as the right to have the calligraph used by the certified stylist at the Licensee’s establishment.

5. The Licensee can book an additional “SilverStaradvanced 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 Cut haircuts. Once the “SilverStar” examination has been passed, the black calligraph shall be exchanged for a gold calligraph, 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 calligraph shall be exchanged for a gold calligraph, 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 calligraph and the marketing materials is conditional upon payment of the monthly fee(s) as set forth in Point 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 (Appendix 1 to the contract), begins on passing the BlackStar examination. The fee is due for payment on the third calendar day of each month. CCC reserves the right to change prices upon prior notice.

2. The Licensee agrees that all fees shall be debited with direct debit via SEPA company direct debit. The Licensee grants the SEPA direct debit mandate upon conclusion of this contract.

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.

Quality Control

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

CCC may check the Licensee’s use of the calligraphs 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.

The Licensee shall indemnify CCC against all third party claims resulting from the use of the calligraph. 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.

Duration of the Contract / Termination

The contract begins with the signing of this agreement and is concluded for an indefinite period. An electronic signature is sufficient.

It may be terminated by either party at the end of each month. Termination must be made in writing. The deregistration of all employees in accordance with Appendix 2 to this contract shall be deemed to be the termination of the general agreement. 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 calligraphs to CCC free of charge, and their receipt has been confirmed.

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

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

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.

Upon termination of the general agreement, the Licensee must return all calligraphs 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.

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, in accordance with Appendix 2 to this contract, will send CCC an employee – deregistration with data on the departing employee. Termination becomes effective as soon as the calligraph borrowed by the terminated employee concerned has been returned to CCC free of charge and receipt has been confirmed. This means that the employee’s right to use the calligraph and the training documents and materials has expired. The rights and obligations with respect to the remaining employee(s) shall remain valid.

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 2 of this contract is not made within two months at the latest after the registration of the employee in accordance with Appendix 2 and after two reminders, the Licensee shall return the calligraph 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 calligraph shall be reported as stolen and a claim for damages to the amount of €2,000 shall be made.

3. If the Licensee ceases making their monthly payment and fails to comply with their obligation to return the calligraph 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 calligraph is defective, it will be replaced by CCC free of charge. If the damage to the calligraph is obviously intentional, CCC reserves the right to charge a replacement fee of €500.

5. If the calligraph is irretrievably lost by the Licensee, CCC shall be entitled to compensation to the amount of €2,000. 

No Transferability

The Licensee may only advertise Calligraphy Cut at places of business where at least one CCC-certified employee is employed.

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.

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.


Place of Jurisdiction / Choice of Law

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”).

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

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.