Calligraphy Cut Framework Agreement (Last updated: 29.09.2023)
- 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 in the United States of America can purchase in combination with a membership concept on a subscription basis. Every purchased calligraphy pen includes a free membership for the subscription system. Thereby, every customer purchasing a calligraphy pen becomes a member.
- Under this framework agreement, CCC grants the member the right to use its brand and engage in advertising activities in accordance with the membership concept. These brand usage and advertising rights are granted to the customer for the duration of their membership, and are exclusively valid within the agreed-upon purposes of use. The customer agrees to use CCC's brand in compliance with applicable legal regulations and CCC's guidelines, ensuring that all advertising activities adhere to CCC's quality standards and guidelines. Any modifications or extensions to the brand usage rights and advertising agreements require written agreement between the parties involved.
I. Subject of the Contract - Rights of Use
- Upon conclusion of the contract, the member shall purchase a calligraphy pen and receive the corresponding training materials, all included in a comprehensive package. This package shall consist of various necessary accessories and a calligraphy pen (purchased outright) along with complimentary access to the calligraphy cut membership.
- The calligraphy cut Digital Academy encompasses all the education material required for training the calligraphy cut technique. The calligraphy pen may only be utilized by stylists who have successfully completed at least one of the tests outlined in this contract.
- Registration for the BlackStar exam shall be made no later than two months after receiving access to the calligraphy cut Digital Academy.
- For each establishment with at least one active calligraphy cut membership, the member 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 calligraphy pen used by the stylists at the member’s establishment.
- The member 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.
- The right to use the calligraphy cut trademark and the marketing materials is conditional upon an active calligraphy cut membership upon the timely payment of the monthly fee(s) as set forth in Point II.
II. Membership Fees
- For each calligraphy pen acquired, the member shall automatically receive a complimentary free membership, entitling them to access the aforementioned membership benefits. In the future, CCC may adjust membership benefits or introduce additional membership tiers with enhanced content, subject to separate terms and conditions.
- The member 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.
- Conditional upon an active calligraphy cut membership, the member’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
- The member must use the calligraphy pen with the quality of craftsmanship specified by CCC and conveyed through the training procedure. The member is obligated to watch the instructional videos for safe handling prior to treating customers with the calligraphy pen.
- CCC may check the members’s use of the calligraphy pens and prohibit any further use of CCC’s trademark or brand in the event of significant quality violations. Complaints from member’s customers shall also play a decisive role in quality control.
- The member shall indemnify CCC against all third party claims resulting from the use of the calligraphy pen. Furthermore, the member shall indemnify CCC against all third-party claims based on the member’s advertising claims about the CCC business concept and its components.
V. Duration of the Contract / Termination
- The contract begins with ordering the calligraphy pen including a free membership and thereby signing this contract 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 receipt of the deregistration(s), with the data of all the employees leaving the CCC membership replaces the notice of termination.
- Termination in accordance with Section (§) 627 of the German Civil Code (BGB) is excluded. The right to extraordinary termination shall remain unaffected.
- Should the member default on his/her payment pursuant to Point II, 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 membership, the member forfeits their rights to utilize the contractual protection rights and all other rights granted to the member under this contract. Consequently, the member is no longer permitted to use CCC's promotional materials, marketing tools, and media, must remove any online references to CCC, and is prohibited from using CCC's trademarks.
- In addition to the termination provisions outlined above, the parties agree to abide by the Buy-Back Program terms and conditions as specified in the appendix, subject to the conditions therein.
VI. Lump Sum Compensation in the Event of Harmful Behavior
- CCC will always act as an accommodating business partner towards the member and take the respective individual case into consideration.
- If registration for the BlackStar examination is not completed within two months from the date of purchase, and after two reminders have been issued, the member grants CCC the right to terminate the membership and revoke the member's rights to use CCC’s trademark and materials. In the event that the member fails to fulfill the obligation to complete the registration within the specified timeframe, CCC reserves the right to demand that the member cease all advertising and promotional activities related to CCC. Failure to comply with this requirement, even after two reminders have been issued, may result in CCC pursuing a damages claim amounting to US $1,000.
- The member agrees not to resell the calligraphy pen to third parties, particularly on online platforms and marketplaces. Violation of this clause may result in a penalty of US $2,000.
VII. No Transferability
- The member may only advertise calligraphy cut at places of business where at least one CCC-certified employee with an active membership is employed.
- The member 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
- 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 member 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.
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.
The member may avail themselves of the Buy-Back Program if they choose to terminate their membership and no longer wish to offer CCC's products and services. As part of the Buy-Back Program, CCC offers to repurchase the acquired calligraphy pens to prevent further resale. The repurchase value is determined based on the time elapsed since the original purchase. Within the first 12 months from the date of purchase, CCC will refund 75% of the original purchase price. After the 12th month, the refund will be 50% of the purchase price. However, this is contingent upon the calligraphy pen(s) being in good condition for further use, without significant damage or defects.