Special provisions Services and Offset

The parties are aware that KAO may, at its own discretion, use both companies affiliated with KAO within the meaning of Section 15 AktG and third parties (including but not limited to ClimatePartner GmbH, St. Martin Strasse 59, 81669 Munich, Germany ("CP")) as vicarious agents for the provision of the services and the offset.

A. Software services and rights of use
(1) CP shall provide software or software services - unless otherwise agreed - in the software version currently released by CP (hereinafter uniformly referred to as "software") in CP's area of availability (from the data centre interface to the Internet) for use by the salon via the Internet (software as a service or cloud service model). The scope of services, quality, intended use and conditions of use of the contractual services are set out in the respective service description. The salon has informed itself about the essential functional features of the software and bears the risk as to whether it meets its wishes and requirements; in case of doubt, it must seek advice from CP or a competent third party before concluding the contract.
Additional services, such as the development of customised solutions or necessary adaptations, require a separate contract. In particular, any integration of software into the salon's systems and / or software environment, or direct integration into the salon's website for use by end users, shall only take place if agreed separately in the respective individual order.
The salon shall be solely responsible for setting up a functional software environment that is sufficiently dimensioned - also taking into account the additional load caused by the contractual objects - and, for example, a sufficient connection to the Internet.
CP does not guarantee uninterrupted availability of the software. KAO does not guarantee uninterrupted availability of the software. In the event of interruptions in availability for which CP is responsible, CP shall make every technically and economically reasonable effort to restore availability in a timely manner. In the event of only an insignificant reduction in the suitability of the services for contractual use, the salon shall have no claims for defects; a cumulative lack of availability of the software of up to 5 full days per contractual year shall be deemed to be an insignificant reduction in suitability. CP's strict liability for defects that already existed at the time the contract was concluded is excluded. KAO's strict liability for defects that already existed at the time the contract was concluded is excluded.
(2) The salon may access the software via the Internet and use the functionalities associated with the software in accordance with the contract by means of a browser or - if part of the service - another suitable application (e.g. mobile "app") after activation or, if agreed, after full payment of all fees during the term of the contract. The software may only be used by the salon or the agreed maximum number of users and only for the purposes agreed in the contract. The salon shall not receive any further rights, in particular to the software itself or any infrastructure services provided in the respective computer centre. Any further use requires the prior written consent of CP and KAO.
(3) In particular, the salon may not utilise the software beyond the agreed scope of use or have it utilised by third parties or make it accessible to third parties. In particular, the salon is not permitted to reproduce, sell or temporarily transfer, rent or lend software or parts thereof. The salon must take suitable precautions against unauthorised access by third parties. In particular, access data must be kept secret. The salon must also refrain from taking any measures that place an unreasonable burden on the stability of the infrastructure used by CP for the operation of the software, in particular the establishment of automated retrieval procedures and the performance of load tests, etc..
(4) CP and KAO are each authorised to take appropriate technical measures to protect against non-contractual use. The contractual use of the software must not be impaired more than insignificantly as a result.
(5) In the event that the scope of use is exceeded by a user in breach of the contract or in the event of an unauthorised transfer of use, the salon must provide CP and KAO immediately upon request with all the information available to it for asserting claims for use in breach of the contract.
(6) CP and KAO may each revoke the salon's access authorisation and/or terminate the contract if the salon significantly exceeds the use permitted to it or breaches regulations to protect against unauthorised use. In connection with this, CP and KAO may interrupt or block access to the contractual services. CP and KAO must in each case grant the salon a reasonable grace period to remedy the situation. The mere revocation of access authorisation shall not simultaneously constitute termination of the contract. CP and KAO may only maintain the revocation of access authorisation without termination for a reasonable period, not exceeding three months.
(7) This shall not affect CP's and KAO's entitlement to remuneration for use exceeding the agreed use.
(8) The salon shall be entitled to the reinstatement of access authorisation and access options once it has demonstrated that it has ceased the use in breach of contract and prevented any future use in breach of contract.
(9) In view of the fact that software made available by CP as Software-as-a-Service is subject to a dynamic development process, the salon is advised that new services may be added and existing services may be modified during the term of the contract. CP shall inform the salon of updated versions and relevant modifications. Authorised usage interests of the salon shall be taken into account. CP shall inform the salon of updated versions and relevant adjustments. Authorised interests of the salon will be taken into account.
(10) As a precautionary measure, it is clarified that the salon is no longer authorised to use or access the software at the end of the contract.

B. Offset
1. Subject matter of the contract for offset services
(1) KAO offers the salon the compensation of CO2 emissions of the salon on the basis of a contract, the so-called CO2 compensation (offset).CO2 certificates in accordance with these provisions are verifiable emission reductions from verified climate protection projects in voluntary emissions trading (voluntary markets).
(2) The prerequisite for acceptance of the order by KAO is the ordering of a minimum quantity of 1 kg CO2/order by the salon. In the event that this minimum quantity is not reached, KAO reserves the right to round up the ordered quantity to the minimum quantity in order to be able to technically map and thus carry out the compensation.

2. Execution of the contract
(1) The CO2 offsetting service is provided by way of the selection, purchase, accounting and contractual retirement of CO2 certificates for the salon from recognised climate protection projects. CP ensures that a sufficient contingent of suitable emission certificates is available for contractually agreed CO2 offsetting. CP and KAO shall select the CO2 certificates at their own discretion.
(2) The emission reduction credits issued are valuable for the purposes of emissions trading. To ensure that each certificate only fulfils a single purpose, it is retired by CP. If the certificate is cancelled, no further transfers of this certificate are possible. Decommissioning is carried out by CP at periodic intervals. The sold quantity of the respective project is retired collectively on the respective cut-off date.
(3) The salon is not entitled to the personal receipt of CO2 certificates or to the purchase or any other specific use of certain emission reduction certificates. In accordance with this contract, the salon shall only receive a confirmation of decommissioning to compensate for the contractually agreed quantity of CO2.
(4) The CO2 certificates are received and administered by CP and retired in a recognised registry. This provides formal proof of the greenhouse gas reduction and offsetting effect.
(5) CP and KAO do not guarantee that CO2 emission certificates from a specific climate protection project will be permanently available (stock liability), unless a fixed number of emission certificates to be cancelled for a specific climate protection project has been contractually agreed and the salon has expressly declared that it will offset exclusively with the selected climate protection project.
(6) In all other cases in which the selected CO2 emission certificates cannot be delivered, CP and KAO reserve the right to carry out the CO2 compensation by cancelling comparable, equivalent or higher-value CO2 certificates. This may in particular affect climate protection projects whose development phase or verification takes unforeseen longer than expected and therefore cannot be used for timely compensation.
(7) The final cancellation of the CO2 emission certificates contained in the offsetting order shall only take place after full payment has been made.

3. Liability of CP for climate protection projects
(1) The CO2 savings through climate protection projects represent a third-party service provided by the respective project operator of the climate protection project, for which CP and KAO assume no liability either jointly or individually. Third-party services are services that are not part of the services to be provided by CP or KAO themselves or by their vicarious agents, but services whose fulfilment is dependent on third parties and over whose implementation CP and KAO have no direct influence of their own.
(2) With regard to such third-party services, the liability of CP and KAO is limited to the conscientious selection of the third-party services and the handling of the contracts with the third-party providers (purchase and cancellation of emission certificates). CP or KAO concludes suitable legal contracts with the project operators for this purpose.Although CP and KAO only select projects whose operators are considered trustworthy and are contractually obliged to comply with fixed standards (e.g. the Gold Standard), CP and KAO can neither guarantee nor warrant a specific success in reducing emissions or a concrete, verifiable amount of greenhouse gas emissions saved. If it turns out that a project is not able to reduce CO₂ emissions as agreed, CP and KAO will no longer use this project for CO₂ offsetting, but will use certificates from another suitable climate protection project, if available.
(3) CP verifies the projects used for CO₂ offsetting on the basis of the information and documents provided by the project operators and certification organisations or verification bodies. CP and KAO are neither jointly nor individually liable for the accuracy of the information made available to them by the certification organisation or the project operators and the information in brochures regarding the emissions caused and the emission reductions achieved and other project information. Furthermore, CP and KAO are neither jointly nor individually liable for the accuracy and completeness of the verification of the projects by independent verification bodies.

4. Liability Salon
(1) The salon guarantees CP and KAO the accuracy of the data it supplies or enters. CP and KAO cannot verify the accuracy of the data provided. Any joint or individual liability on the part of CP and KAO for results arising from incorrectly supplied or entered data is expressly excluded.(2) The salon may only label as such orders that have actually been placed in a climate-neutral manner. If CP or KAO establishes that the volume of climate-neutrally labelled products or services is greater than the order volume stored in the calculation software, CP and KAO shall be entitled to charge the salon for certificates to the corresponding extent. CP and KAO shall be entitled to estimate the quantity of emission rights in good faith if the salon fails to cooperate. In addition, CP and KAO reserve the right to assert claims for damages for losses incurred by CP and/or KAO as a result of culpable breaches of duty by the salon - e.g. through misuse of the labelling symbolism.

C. Trademark utilisation agreement

1. Granting of brand utilisation rights for CP trademarks
(1) If agreed, KAO shall provide the salon with CP trademarks (e.g. the CP logo/signet and/or the CP labels/badges) with the protected trademarks of CP for its cooperation with KAO and/or for contractual CO2 offsetting orders in accordance with the applicable guidelines on the use of CP trademarks for salons, in particular on the basis of the ClimatePartner Label Guide. The salon receives the right of use in relation to the respective CP label(s) and the specifically licensed use for its advertising and external communication in relation to the cooperation with CP and KAO and the associated services in the area of climate protection.
(2) The salon is thus authorised, within the framework of the applicable terms of use and within the agreed scope of use, to place the specifically licensed CP trademarks on the market in its salon or in its communication materials and to use them to advertise. The same applies in relation to the respective licensed salon. The CP Labels may only be used in the specifically licensed form and specified graphic and colour design and in accordance with the requirements of the ClimatePartner Label Guide. The use of the CP Label is subject in particular to the further requirements regarding the indication of the applicable tracking ID within the label.
(3) The salon shall receive a simple, non-transferable licence to use the CP Labels, limited in terms of territory and content, for the duration of the contract. The licence is limited to the goods and services and territories specified in the respective contract or individual order. Modification of the CP trademarks or combination with other trademarks and trademark elements is not permitted. Any graphic or other modification or processing is only permitted with the written authorisation of CP and KAO.
(4) The transfer of rights or the granting of sub-licences by the salon (including to affiliated companies) is not permitted and requires the prior approval of CP and KAO. The right of use itself may also not be transferred to another product, another company or other third parties. In particular, no electronic image files or copies thereof may be passed on to third parties in any form or used for non-certified products, divisions or subsidiaries.
(5) The use of climate neutrality labels ("climate neutral", or "financial climate contribution" (and/or in local language), or similar, whereby this statement on the label as well as the content and graphic design of the label is at the sole discretion of CP) are earmarked for a specific purpose. These may only be used if the salon has carried out the CO2 compensation by CP in the agreed quantity, in the agreed period and for the agreed quantity of products (if applicable), products (if applicable) or otherwise climate-neutral services (if applicable), companies or parts of companies.The offsetting of emissions and the climate neutrality thus achieved is made traceable using a tracking system via ID numbers assigned to the salon. The CP label "climate neutral", or "financial climate contribution" (and/or in the national language), or similar, whereby this statement on the label as well as the content and graphic design of the label is at the sole discretion of CP, contains this tracking ID, which customers of the salon and other third parties can also use to verify the offsetting. The CP label must therefore be used in accordance with the ClimatePartner Label Guide, stating this ID number.The right of use shall expire automatically in the event of non-payment of the compensation order by the salon despite a reminder from CP or KAO and unsuccessful expiry of the deadline (fulfilment of the condition subsequent).Misleading labelling, e.g. the labelling of a product or a product group or quantity with a false label, or with a label that suggests compensation that goes beyond the actual order and/or contract, is not permitted. The label may therefore not be affixed or used if the product or the product group or quantity produced, the service in question or the salon has not been made climate-neutral or has been made insufficiently climate-neutral. In these cases, the right of use shall also expire with the consequence that the use is unlawful.
(6) The salon is obliged to use the CP licence plates and to document the use in actual, quantitative and objective form, broken down according to the respective types of use, and to provide CP with evidence of this once a year without being requested to do so. CP or KAO will provide a corresponding form for this purpose on request.
(7) At the end of the contract, the right of use granted expires automatically and the salon may then no longer use the respective CP licence plates. If, in the normal course of business, there are still residual stocks of materials that have already been printed, in particular appropriately labelled product packaging or advertising materials, the salon shall be granted a maximum usage period of 3 (three) months after the end of the contract. However, this utilisation period shall only apply insofar and for as long as the salon is still climate-neutral. The salon must provide proof of this without delay at the request of CP or KAO. For all salons and products that can no longer be assessed as climate-neutral according to CP's guidelines, the salon must immediately remove all CP labelling from all packaging (if any) and with regard to all salon appearances or salon and advertising materials and immediately cease any further use for sales and advertising purposes.

2. Warranty and defence of the trademark
(1) Neither CP nor KAO assume any warranty for the legal validity, non-assailability or commercial usability of the trademarks. Furthermore, neither CP nor KAO guarantee that the use of the logos and trademarks does not infringe the rights of third parties.
(2) The salon shall notify CP and KAO immediately of all trademarks used within the territorial scope of the licence that could be confused with the CP trademarks and of all infringements of these CP trademarks. CP and KAO shall decide at their own discretion on the defence of their signets, labels and trademarks against attacks by third parties.At the request of CP and/or KAO, the salon undertakes to allow CP and/or KAO to defend the rights to the CP trademarks in full and to grant any powers of attorney required for this purpose. The salon shall coordinate any out-of-court statements, legal action and settlement negotiations with CP and KAO in connection with the CP licence plates used in advance.
(3) The costs incurred for any previously agreed out-of-court or court proceedings shall be borne equally by the contracting parties on the basis of the statutory fee framework. The above paragraphs 1 - 2 shall apply accordingly in the event of attacks by third parties against the trademarks.
(4) The salon's obligation to pay the agreed usage fees shall remain in force even in the event of attacks by third parties against the CP trade marks as long as the use of the CP trade marks remains possible for the salon. In this case, the salon shall not be entitled to a refund of any usage fees already paid.
3. Legal consequences of unauthorised use
In the event of a breach of the terms of use, CP and KAO shall be entitled to withdraw the usage permit and terminate the usage authorisation. Notwithstanding this right to terminate the licence to use without notice and other rights to which CP and KAO is entitled in the event of a breach of the terms of use, CP and KAO may assert rights arising from its trademarks if the salon breaches the following provisions:
- Period of use of the CP trade marks, in particular the CP labels/badges and/or CP logos/signets,
- the form covered by the registration in which the trade marks may be used,
- the type of goods and services for which the authorisation for use has been granted,
- the territory in which the trade marks may be used,
- conformity of the goods manufactured or services provided by the salon using the trade marks, in particular with regard to compliance with the requirements for achieving climate neutrality.
Further rights against the salon arising from the breach of contractual and statutory provisions due to the unauthorised use of the trademarks, in particular for injunctive relief, information and damages, remain unaffected by this.

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