Special Terms & Conditions for our Online-Services

Preliminary remarks:

1. The following regulations as well as the further terms & conditions and terms of use apply to the use of the contents offered via the website "www.color-essence.com" ("website"). The website is operated by the company named in the imprint of the website ("company"). The website may offer various combinations of content, which differ in particular in terms of the duration and scope of use. These compilations of content and the subsequent regulations connected with them as well as further terms & conditions and terms of use are essential components of the Online-Services.
2. Any natural person interested in the use of the Online-Services may register on the website. By optionally designating an organization during registration, the natural person expresses that he/she is also authorized to act on behalf of the organization. The registration is free of charge. By registering, the natural person agrees that the information provided during registration is stored digitally by the company. The natural person also agrees that the company may use this information to provide the natural person and any designated organisation on whose behalf the natural person acts with further information about the company's products and services. 
3. The registration on the website is a prerequisite for the optional voluntary conclusion of a non-exclusive license agreement for a contractual product, in which access to the contents of the website for further use is permitted subject to these regulations as well as further terms & conditions and terms of use. Only a registration does not lead to the conclusion of a license agreement. However, registration does entitle the registered person to log into a protected area of the website, in which Online-Services are offered to the registered person for use by concluding a licence agreement. In addition to the determination of licensor and licensee, a license agreement shall in particular specify the duration and scope of use of the contents of the contractual product as well as a license fee corresponding to the duration and scope of use of the contents of the contractual product.
4. After completion of the registration and after the first log-in, the registered person can choose from the offered Online-Services. Acceptance of the offer to conclude a license agreement is basically made in such a way that the registered person selects one or more Online-Services and completes the further process from the order to the payment of the license fee. Upon conclusion of the license agreement, the licensor is the company or other - prior to the conclusion of the license agreement designated as entitled - rights holder. Licensee becomes the person or the organization - effectively represented by the person - who accepts the offer to conclude a license agreement. A separate license agreement is concluded for each contractual product. 
5. By accepting the offer, the Licensor undertakes to comply with the provisions of the license agreement ("terms & conditions"), the terms of use (“terms of use “) and to pay a license fee. The release of access to Online-Services is generally granted by the Licensor if the license fee is paid by the Licensee and the Licensor can dispose of the means of payment in the amount of the license fee. In deviation from this, the licensor may also permit prior access to Online-Services if other conditions are fulfilled (e.g. acquisition of a right of use together with another product of the licensor). In any case, this requires a separate agreement or confirmation by the Licensor. With the release of the access, the log-in entitles the user to access the contents of the website according to the specification of the Online-Services. The licensee is generally entitled to purchase additional Online-Services. For this purpose a separate license agreement must be agreed upon.
6. For the purpose of payment, the licensee shall provide the licensor with further information required for the conclusion of the license agreement. Such further information includes, in particular, information required for the proper preparation of an invoice for the license agreement by the licensor (e.g. determination of the method of payment, communication of tax-relevant data, further billing information that may be required in addition to the registration data, etc.). By making the payment, the licensee already agrees that this additional information is also stored digitally by the Company.
7. The person concluding the licence agreement is solely responsible for the accuracy of the information provided. The licensee is liable to the licensor for the compliance with the obligations arising from the provisions of the license agreement.

Terms & Conditions (Online-Services)

1. Subject of the contract
1. By concluding a license agreement for a contractual product offered on the website, the licensee acquires a right to non-exclusive use of the contents of this contractual product under the agreed terms and conditions, including the duration and scope of the use of the contents), provided that all requirements necessary for the conclusion of a license agreement and the release for access are fulfilled.
2. Licensee shall be entitled to use the contents of the Product exclusively in accordance with the terms of use of the License Agreement.
2. License fees, invoicing and payments
1. The license fee is calculated in the amount confirmed by the licensee upon acceptance of the license agreement.
2. The invoice recipient, the payee and the payment terms shall be confirmed upon acceptance of the License Agreement by the Licensee.
3. All amounts payable under this Agreement are exclusive of VAT, which, if the legal requirements are met, shall be paid in addition to the statutory rate applicable at the time of payment.
3. Duration and termination of the agreement
1. The term of the license starts with the acceptance of the offer of the licensor by the licensee, but not before the licensee has paid the license fee in full and the licensor has released the access. The license ends after the expiration of the term of the contract product, which is confirmed by the acceptance of the licensor's offer by the licensee.
2. The agreement cannot be terminated before the start date. The term of the Agreement will be automatically renewed for its initial term if it is not terminated by the Licensee in due time before the end of the Agreement. Termination is considered to be in due time if it is made with a minimum duration of 25% of the term (for example, at least 3 months for a term of the agreement of 12 months).
3. In case of a contract extension, an adjustment of the prices - subject to special separate agreements - of up to 5% is permissible.
4. The right to terminate the contract for good cause with immediate effect remains unaffected. An important reason is e.g. a serious delay in payment or a violation of the terms of use for content. The termination must be made in writing and by registered mail. The notice of termination is also deemed received if an attempt at delivery was unsuccessful but a notification was left behind for the recipient (notice of receipt).
4. Secrecy
1. Licensor and Licensee (individually: “party”; collectively, the "parties") will maintain confidentiality with respect to the subject matter of this Agreement and trade secrets and relevant legal and factual, oral and written, direct and indirect information about the other Party that is or has been disclosed to the other Party in discussions and negotiations that have taken place so far or that is apparent from documents that have been or will be provided (Information).
2. The Parties shall not disclose or otherwise disseminate any Information, in whole or in part, without the prior written consent of the other Party and shall not use any Information to the detriment of the other Party, now or in the future.
3. The Information may only and exclusively be used for processing in connection with the conclusion and performance of this Agreement.
4. If the disclosure of Information is necessary for processing, such information of a third party shall only be permitted with the prior written consent of the other Party and only if the third party agrees in advance to the confidentiality provisions of this Agreement.
5. Disclosure of the Information shall only be permitted with the prior written consent of the other Party.
6. Confidentiality shall not apply if the information is generally known at the time of disclosure or if it was known to the other party before the information was disclosed by the other party.
7. The obligations shall not apply to confidential information disclosed by the receiving Party in order to satisfy a requirement or demand of a competent court or governmental or regulatory authority.
5. Data protection
1. The contracting parties agree that data concerning the contractual relationship shall be stored on data carriers. They undertake to process the data in accordance with the applicable provisions of the data protection laws of the country whose law governs this agreement.
6. Periods of limitation
1. All claims arising from or in connection with the contract shall become statute-barred within three years of conclusion of the contract, unless otherwise provided for in the following provisions.
2. If a legal dispute is pending concerning a claim, the limitation period for this claim shall be suspended until a final decision has been made.
3. If the claim is based on a claim for compensation, the claim for compensation cannot become statute-barred before one year after the claim on which the compensation is based has become statute-barred.
7. Notifications
1. Notices to the Licensor must be sent in writing to the address of the Licensor.
2. Notices to the Licensee shall be in writing to the address of the Licensee.
3. Notices shall be in writing. Transmission by fax or other means of transmission does not comply with the written form requirement. Transmission in electronic form does not comply with the written form requirement. Notices which are intended to comply with a deadline or to set a deadline shall be marked as such.
8. Applicable law & place of jurisdiction
1. This Agreement shall be governed in all respects by German law and shall be deemed to be concluded in Germany. The parties agree to submit to the exclusive jurisdiction of the courts in Germany.
2. The place of jurisdiction is the place where the Company is registered.
3. The parties agree that the language of legal proceedings shall be German.
9. Final provisions
1. Licensor and Licensee represent that they are authorized to enter into this Agreement effectively.
2. There are no verbal collateral agreements. Changes and amendments to this Agreement within the scope of this Agreement must be made in writing to be effective. This also applies to the cancellation of this written form clause.
3. Any amendment may only and exclusively be made with the consent of both parties in writing, and no third party may stipulate other terms and conditions if both parties do not agree. In the event of disagreement, the contract shall remain valid in its original form until its termination.
4. Changes to the terms of use are excluded from the approval requirement. Changes to the Terms of Use may be made by the Licensor from time to time without the consent of all parties. Changes to this Agreement will be posted on the website. Licensee's continued access to any Contract Product shall be deemed acceptance of any changes or revisions to these Terms of Use.
5. If any provision of this Agreement or any provision subsequently incorporated into this Agreement is or becomes invalid or unenforceable in whole or in part, or loses its legal force or enforceability, or if a loophole in this Agreement is found, the validity of the remaining provisions shall not be affected.
6. In place of the invalid provision or to close the gap, such valid and feasible provision shall apply retroactively which comes closest to what the parties intended or would have intended according to the meaning and purpose of this agreement if they had considered the point when concluding this agreement or when subsequently amending the agreement. This shall also apply if the legal validity of a provision is based on the performance or time measurement (period or date); in this case, an invalid or unenforceable provision shall be deemed to be replaced by such performance or time measurement (period or date) which is legally permissible to the greatest extent possible.
7. Only the German language version of the above conditions is legally binding. All translations into languages other than German are for information purposes only.