Conditions

The following terms and conditions govern the distribution agreement and cooperation between

Skinmade GmbH, Nobelstr. 15, 70569 Stuttgart, registered in the commercial register of the Stuttgart Local Court under HRB 764248, represented by the managing directors Dr. Viktor Balzer and Dr. Lars Rüther, who are individually authorised to represent the company

– hereinafter: “Skinmade” –

 

and beauty salons, beauticians and any natural and legal persons who offer cosmetic products and services or similar

– hereinafter: “Studio” –

 

Skinmade and the Studio are hereinafter also jointly referred to as "the parties".

Preamble

Skinmade is a provider of personalised skin care products that are individually manufactured for the customer by means of a preliminary skin measurement. Skinmade is also a provider of professional in-cabin treatments with associated products.

The Studio intends to sell, distribute, promote Skinmade's products as a reseller and to carry out the measurements and measures necessary for the sale of the products. The customer purchases the contractual products directly from the Studio, based on a hyperspectral measurement carried out in the Studio using a measuring station provided by Skinmade. Subsequently, the Studio in turn purchases the corresponding contractual product from Skinmade. For this purpose, the parties conclude the following distribution agreement:

§ 1 Subject matter of the contract

(1) The subject of this contract is the assignment of the Studio to sell contractual products ("Contractual Products"). Contractual products and associated minimum prices are agreed between Skinmade and the Studio in individual framework agreements according to §8 (4) for the market protection of Skinmade. Skinmade is entitled to expand the contractual product portfolio. Skinmade will inform the Studio of the expansion of the product portfolio or the contractual products with a notice period of 1 month. These contractual products will become part of this contract at the latest upon expiry of the notice period.

(2) The Studio shall obtain the contractual products exclusively from Skinmade.

(3) The legal relationship between the parties, relating to all transactions connected with this agreement, shall be governed exclusively by these terms and conditions and individual framework agreements that may be concluded in writing between Skinmade and the Studio. Skinmade expressly does not recognise the general terms and conditions of the Studio. Even if a purchase contract expires unconditionally with knowledge of conflicting or deviating terms and conditions of the Studio, this does not constitute Skinmade's consent to their application.

§ 2 Legal status of the Studio

(1) The Studio sells the contractual products in its own name and for its own account. The Studio is not authorised to conclude legal transactions in the name of Skinmade.

(2) The Studio is an independent entrepreneur and not an employee of Skinmade. It procures the necessary operating resources and operating facilities itself at its own expense. It is able to assess the economic opportunities and risks of its activities contractually undertaken here itself. Skinmade is therefore not responsible for the profitability of the Studio's operations.

§ 3 Distribution obligations of the Studio

(1) The Studio will make its best efforts to promote the sale and distribution of Skinmade's contractual products. The Studio undertakes to advertise the contractual products at its own expense and to a reasonable extent. Skinmade will support the Studio with appropriate advertising materials. The Studio will always coordinate planned advertising measures with Skinmade in advance. The Studio participates in Skinmade's marketing campaigns / promotional campaigns. In particular, the Studio will enable appointment booking for a skin measurement via Skinmade's booking platforms and participate in Skinmade's online marketing campaigns. Through these measures, the end consumer should be able to find the Studio and book appointments for skin measurement.

(2) The Studio is obliged to protect Skinmade's interests and not to undertake anything that could jeopardise Skinmade's reputation, market position or creditworthiness or cause Skinmade damage.

§ 4 Sales process / Transfer of ownership of contractual products / Customer protection

(1) The Studio sells the contractual products directly to its customers. The ordering of the contractual products by the Studio takes place on the basis of individual purchase agreements ("Purchase Agreements"). The Purchase Agreements only come into effect upon acceptance of the Studio's order by Skinmade. The request for such a Purchase Agreement for each individual contractual product must be submitted to Skinmade via the measuring station provided by Skinmade or, if necessary and possible, via another communication channel (e.g. reordering for a customer by the Studio via email). Skinmade will send an order confirmation to the customer. Purchase agreements between the Studio and Skinmade are exclusively subject to these terms and conditions of Skinmade, which can be viewed at www.skinmade.de. Skinmade is entitled to change these terms and conditions with a notice period of two (2) weeks. If the Studio does not reject the change within this period, the change shall be deemed accepted.

(2) The Studio carries out skin measurements on customers using the measuring station provided by Skinmade in accordance with § 6 of this contract, according to Skinmade's specifications. If the customer decides to purchase a contractual product from the Studio, this contract is concluded exclusively between the Studio and the customer. Skinmade then creates a personalised contractual product for the customer based on the data collected by the measuring station. To avoid doubt, the transfer of ownership of the contractual products is subject to the respective purchase agreements between the contracting parties, namely the Studio and the customer.

(3) The contractual products are delivered directly by Skinmade to the customer.

(4) Payment is made exclusively between the parties to the respective purchase agreements. However, the Studio will make payments for the contractual products in accordance with § 8 of this agreement.

(5) Skinmade and the Studio can agree in an individual framework agreement on the Studio's participation in online repeat purchases by Studio customers who have registered via the Studio's ID. If such an agreement is reached, the following applies: If a customer of the Studio (registered via the Smart Spectrum and via the Studio's ID) reorders a contractual product online from Skinmade based on a Skinmade measurement carried out by the Studio, Skinmade will pay the Studio a commission proportionally on these online repeat orders. The Studio should be financially compensated for an online repeat order as if the customer had purchased the contractual product directly from the Studio. For this purpose, the commission is set at the same percentage as the discount granted in § 8 (4). Furthermore, the customer will be offered the contractual products for online repeat orders at the same prices that the customer would pay in the Studio, provided that the customer orders the products via the Closed Shop with prior login using the login data that the customer created when registering in the Studio via the Smart Spectrum and via the skinmade ID of the Studio.

(6) For distribution purposes, Skinmade will certify the Studio as a "skinmade Partner". The Studio is entitled to advertise with this designation during the contract term. This right expires upon termination of the contract.

(7) Skinmade is the responsible person placing the contractual products on the market within the meaning of EU Cosmetic Regulation No. 1223/2009.

§ 5 Skinmade professional – Professional cabin products

(1) Skinmade has developed the facial treatment "skinmade facial". For the skinmade facial, Skinmade offers the "skinmade professional" cabin products. The Studio can purchase the cabin products at prices defined by Skinmade. The cabin products are intended for facial treatments in the beauty salon and are therefore not part of the contractual products and may not be resold to end consumers or third parties. Otherwise, the purchase of the cabin products is subject to Skinmade's general terms and conditions.

§ 6 Delivery, ownership and use of the measuring station

(1) Skinmade shall provide the Studio with a measuring station for carrying out skin analyses for the duration of this contract. The components of the measuring station are listed in Annex 1. The Studio shall provide a security deposit of EUR 250.00 at least one week prior to the handover of the measuring station agreed between the parties.

(2) The Studio is fully liable for the intact condition of the measuring station throughout the entire term of this contract.

(3) The measuring station may only be used for measurements for the sale of contractual products. Any other use is expressly prohibited. In case of violation of this regulation, Skinmade is entitled to an extraordinary right of termination in accordance with § 10 (4) of this contract.

(4) Ownership of the measuring station remains with Skinmade at all times.

(5) The Studio is obliged to provide Skinmade with suitable infrastructure for the undisturbed operation of the measuring station. This includes, in particular, a sufficient power supply and a broadband internet connection with sufficient bandwidth for the operation of the measuring station and data transfer via cloud.

§ 7 Internal training and technical service

(1) The Studio undertakes that all employees entrusted with the operation of the measuring station and the care of customers will participate in a training course provided by Skinmade at least once per calendar year. Skinmade will set the training dates taking into account the interests of the Studio and inform the Studio with a notice period of 2 weeks.

(2) Skinmade provides the technical service for the maintenance of the measuring station. For these purposes, the Studio shall ensure access to the measuring station at any time upon Skinmade's request during normal business hours. The Studio shall ensure online access to the measuring station regardless of business hours.

(3) The Studio will support Skinmade by regularly calibrating the measuring station.

§ 8 Prices, discounts and payment processing

(1) Skinmade specifies minimum selling prices for the contractual products. The minimum selling prices are agreed in an individual framework agreement between Skinmade and the Studio. Above these minimum selling prices, the Studio is free to determine its own selling prices ("Selling Prices") and conditions. The Studio undertakes to protect the Skinmade brand by not selling the contractual products below these minimum selling prices. The Studio is generally free to carry out discount campaigns, unless such discount campaigns lead to selling prices below the minimum selling price. In such cases, prior informal approval from Skinmade must be obtained.

(2) Skinmade can unilaterally change the minimum selling prices. Changes to the minimum selling prices will be communicated to the Studio one month before they come into effect.

(3) The payment process is subject to a pay-per-use model, meaning that for each contractual product for which the customer pays the Studio, a payment is made to Skinmade by the Studio.

(4) Skinmade grants the Studio a discount (commission) on the selling prices of the contractual products set by the Studio, minus the legally applicable VAT. The discount will be specified in an individual framework agreement between Skinmade and the Studio. For this purpose, Skinmade will submit an individual offer to the Studio, which, upon acceptance, will lead to the purchase agreement between the parties and become part of these terms and conditions.

(5) The discount on the selling prices fully covers all claims of the Studio for the services to be rendered by the Studio. There is no claim for reimbursement of other expenses and costs.

(6) Skinmade and the studio may agree on a minimum turnover for the studio in an individual framework agreement. If such an agreement exists, the studio undertakes to generate a monthly minimum turnover. The minimum turnover is based on payments made by the studio to Skinmade, consisting exclusively of the contract products and cabin goods. Payments resulting from other services are not part of the minimum turnover. The amount of the minimum turnover will be stipulated in the individual framework agreement according to § 8 (4). Should the studio not achieve the minimum turnover, this will nevertheless result in a payment of the nominal amount corresponding to the minimum turnover. In this case, the studio may cumulatively retrieve the difference of the less ordered contract products and cabin goods free of charge from Skinmade.

(7) Payment processing between the studio and Skinmade is carried out either by invoicing by Skinmade or by a SEPA direct debit mandate issued to Skinmade. In the case of invoicing, payments to Skinmade shall be made to the account specified on the invoices within 10 working days of invoicing.

(8) The studio shall check each invoice without delay and lodge any objections with Skinmade in writing within two weeks of receipt of the invoice at the latest.

§ 9 Secrecy and Confidentiality

(1) The studio shall keep confidential the business and trade secrets of Skinmade that have been entrusted to it or become known to it as such during its mediation activities for Skinmade, even after termination of the contract.

(2) The studio shall return documents concerning secret business transactions that have been entrusted to it to Skinmade immediately after their proper use, but at the latest upon termination of the contractual relationship.

(3) The studio is obliged to treat the contents of this contract, including its appendices, as confidential. This does not apply to disclosure to persons who are subject to a statutory duty of confidentiality.

(4) The studio undertakes to impose the confidentiality obligations resulting from § 9 paras. 1 to 3 on its auxiliary staff.

§ 10 Contract Duration and Termination

(1) The contract term is individually defined between the parties in a framework agreement according to § 8 (4). The offer date according to § 8 (4) of Skinmade is decisive for the start of the term.

(2) After expiry of the contract term defined in §10 (1), the contract shall be extended again by the contract term. The contract can be terminated by either party with one month's notice to the end of each calendar month.

(3) Termination must be in text form.

(4) The studio undertakes to return the Smart Spectrum to Skinmade immediately after the end of the contract, but at the latest one week after the end of the contract. The studio is responsible for the proper, punctual and undamaged delivery of the Smart Spectrum. The arrival of the Smart Spectrum at Skinmade is decisive for timely delivery. In the event of late delivery, Skinmade reserves the right to charge the studio a flat rate of €500 per month, rounded up to a full month.

(5) The right to terminate this contract for good cause remains unaffected.

§ 11 Final Provisions

(1) Amendments and additions to this contract, including amendments to this clause, must be made in writing. The written form requirement serves to secure evidence.

(2) Should individual provisions of this contract be wholly or partially invalid or void or become wholly or partially invalid or void as a result of a change in the legal situation or by supreme court rulings or in any other way, or should this contract contain loopholes, the parties agree that the remaining provisions of this contract shall remain unaffected and valid. In this case, the contracting parties undertake, taking into account the principle of good faith, to agree on an effective provision in place of the invalid provision which comes as close as possible to the meaning and purpose of the invalid provision and which can be assumed to have been agreed upon by the parties at the time of the conclusion of the contract if they had known or foreseen the invalidity or nullity.

(3) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract, including the validity of the contract, shall be the registered office of Skinmade, as far as legally permissible. Skinmade reserves the right to sue the studio also at its registered office.

 

Appendix 1 (Measuring station components)

 

Component	Description
Hyperspectral camera	Smart Spectrum
Tablet or adequate device	-