TERMS

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General Terms and Conditions

Date last updated: 3rd January 2022

Section 1 – Provider

(1) The provider and contracting party for the content presented on the website is Cosmetri GmbH, Franklinstraße 11, 10587 Berlin, phone +49 (0)30 2241 0567, e-mail [email protected] (hereinafter referred to as “Cosmetri”).

(2) The present General Terms and Conditions are a component part of any contractual agreement made between the provider and the respective customer. Cosmetri objects to any terms and conditions that the customer may have established and that contradict the present General Terms and Conditions.

(3) Products and services offered by Cosmetri are intended for commercial customers according to § 14 BGB (German Civil Code) only. Cosmetri does not enter into any contracts with consumers. A consumer means every natural person who enters into a legal transaction for a purpose that is mainly outside his commercial or self-employed professional activity.

(4) Any contractual offer, conclusion of a contract and its fulfilment will be handled in the English language.

Section 2 – Service

(1) Cosmetri provides internet-based software as a service (SaaS) for cosmetics and personal care businesses and professionals. The software runs on a server operated by the provider and can be accessed by the customer over the internet using the current latest version of the following web browsers:

• Google Chrome (Windows, Mac, Linux)
• Microsoft Edge (Windows)
• Mozilla Firefox (Windows, Mac, Linux)
• Apple Safari (Mac OS)

Cosmetri does not currently provide downloadable (on-premise) software. Both Cosmetri GMP and Product Manager are software applications designed and optimized for operation using most PCs and tablet devices running on a Mac, Windows, or Linux operating system. Cosmetri software is not optimized for use on smartphones.

(2) The service includes features to support and optimize workflows and compliance in cosmetics and personal care businesses, including, but not limited to, formulation, regulatory compliance, manufacturing, GMP, MRP, packaging, testing, quality assurance and related product lifecycle management (PLM) workflow tools.

(3) The Cosmetri service is not intended to replace the professional services offered by a certified safety assessor, cosmetic formulator, or specialized laboratory service, or to validate or approve the regulatory compliance of cosmetic products with any legal regulations.

(4) Cosmetri uses the CosIng data provided by the European Commission / European Union. Additional regulatory data may be provided as detailed on the Cosmetri website and list of currently available services. All regulatory and chemical data provided is supplied as information only, upon the condition that the person or company using it will make their own determination prior to use. This includes any chemical/ingredient data, such as chemical properties, GHS, CLP and toxicity information. Any such provided data must be validated by the person or company using the software. Cosmetri cannot and does not check this third-party data for accuracy.

(5) The Cosmetri service is intended for cosmetics and personal care use only and is not intended for use in food, medical, healthcare or other industries.

(6) Cosmetri provides a service availability of at least 98% per month.

Section 3 – Conclusion of Contract

(1) For the conclusion of the contract, the customer completes the “Sign up” form on Cosmetri’s website and chooses a service plan or upgrades to a paid service plan while logged in to the Cosmetri trial version. The order will be conclusively placed with Cosmetri by clicking on the button “Submit Payment”. Until the order is transmitted to Cosmetri, the customer may review, at any time, the data inputted when placing the order, to modify this or to completely discontinue the order.

(2) Cosmetri will save the content of the contract concluded on its EDP system and will transmit a copy to the customer’s e-mail address (contract confirmation). Cosmetri recommends saving this contract confirmation for later reference.

Section 4 – Payment, Failure to Pay

(1) Payments can be made by credit card. Credit card payments will be processed by Stripe Inc., 3180 18th St., San Francisco, CA 94110, USA. Cosmetri itself will neither collect nor process customers’ credit card details. At the discretion of Cosmetri, customers paying annually may be offered the possibility to be invoiced manually and payment to be made via bank transfer.

(2) Payment, according to the chosen service plan, is due immediately with the beginning of the term of contract and again with each subscription auto renewal. Payment taken by credit card stored in the Stripe payment gateway is taken automatically upon the date of auto renewal.

(3) If three working days after subscription renewal, payment is not received in full, access to the Cosmetri services will be limited to the Admin user access only.

(4) If the customer is in default more than four weeks, Cosmetri can terminate the contract with immediate effect.

(5) No refunds are provided in the case that the customer does not terminate the agreement before auto renewal of the subscription. Payment taken by credit card stored in the Stripe payment gateway is taken automatically upon the date of auto renewal. No advance notification is sent of payment renewals.

Section 5 – Duration and Termination

(1) Any service provided by Cosmetri is limited to the term of contract chosen by the customer. Cosmetri offers various initial contract periods – such as one month or one year.

(2) The contract will automatically be extended by the initial contract period, as long as neither of the contract parties terminate the contract.

(3) For a termination by the customer, the notice period is one calendar day, with termination effective to the end of the current contract period. For a termination by Cosmetri, the notice period is six weeks, with termination effective to the end of the current contract period. For both parties, the right to immediate termination for good cause remains unaffected.

(4) To terminate a contract, the customer must login to their Cosmetri account using their Administrator account credentials, by selecting ‘Billing’ from the user menu and then checking the checkbox under ‘Cancel Subscription’. This step must be repeated for each and any service that the customer wishes to cancel.

Section 6 – Online Training and Onboarding Service

(1) Service plans may include online training, delivered online by video conference. The number of included online training sessions is per service plan for new Customers (“Training Credit”).

(2) Appointments for training sessions are arranged individually. The Training Credit is limited to a period of 12 months after conclusion of the contract (“Training Period”). Training Credit that the customer has not made use of within the Training Period is forfeited.

(3) The customer may cancel or re-schedule a training session until 24 hours before it starts by notifying Cosmetri by email. After that, the appointment is binding, and the scheduled time shall be deducted from the available Training Credits, even when the customer does not attend the training. The Customer is responsible for ensuring that they have a reliable internet connection and required hardware for the Training to be performed. Cosmetri is not obliged to offer a replacement Training if for technical reasons on the side of the Customer, the Training cannot be concluded.

(4) Online Training is provided in 30-minute units. If a customer requires less time for a training session, this will still be considered as a full 30-minute training unit.

(5) A mandatory Onboarding Service may be provided for certain plans and is subject to a one-time fee, payable upon commencement of the subscription, including when upgrading from a lower plan. The Onboarding Service provides consultations and included Online Training (see 1-4, above) delivered via online video conferencing. All related appointments and services commence from the date of the first scheduled appointment and are concluded no later than 30 days from that date. Any work performed outside of the 30-day onboarding period will be subject to an additional fee. The Onboarding Service includes consultation on any requirements for data import, migration, integration, or software modifications, but does not include any technical implementation. Any such technical implementation work is subject to agreement with Cosmetri and chargeable.

Section 7 – Change of Conditions

(1) Cosmetri may, from time to time, change the conditions and prices for its plans. No change to the conditions and prices will be applied to customers within the first 12 months of the subscription. In the case of a change to the conditions and prices, Cosmetri will inform the customer of the intended changes at least six weeks before the effective date.

(2) If the customer has not objected to the change within four weeks of notification, the change becomes binding for both parties. Cosmetri will advise the customer of this legal consequence in its information of the intended changes.

(3) An increase in price shall only become binding for the contract period that begins with or following the effective date. Cosmetri shall not change prices for a period already invoiced for, unless that the change is necessary to comply with statutory changes, e.g., VAT or other tax regulations.

Section 8 – Warranty

(1) For customers with an active subscription to a paid plan (not free trial versions), backups are made every two hours of their data hosted on the Cosmetri server. A maximum of 200 backups are stored. Restore of data is only guaranteed in the event of a global system failure, whereby all customers’ data is restored to the last available backup. Any request for restore of a customer’s data is solely at the discretion of Cosmetri and will be subject to an additional fee. In case of minor negligence, further claims based on the loss of data or damaged data are excluded.

(2) Cosmetri offers a trial version of its services free of charge. This trial version is intended for testing with sample data only. Cosmetri does not back up any data and cannot be held liable for any loss or damage of data inputted while using the trial version.

(3) In all other regards, warranty claims shall be governed by the statutory regulations.

Section 9 – Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on the International Sale of Goods (UNCISG) and excluding the provisions of the law on conflict of laws under international private law.

(2) Where the customer is a merchant according to § 1 HGB (German Commercial Code), an entity under public law or special assets (Sondervermögen) under public law, the parties agree that Cosmetri’s seat – Franklinstraße 11, 10587 Berlin, Germany – shall be the exclusive place of jurisdiction.

(3) Should individual provisions of the present General Terms and Conditions prove to be invalid or impossible to implement, this shall not affect the validity of the remaining provisions.

Section 1 – Provider

(4) Any contractual offer, conclusion of a contract and its fulfilment will be handled in the English language.

Section 2 – Service

• Google Chrome (Windows, Mac, Linux)

• Microsoft Edge (Windows)

• Mozilla Firefox (Windows, Mac, Linux)

• Apple Safari (Mac OS)

(5) The Cosmetri service is intended for cosmetics and personal care use only and is not intended for use in food, medical, healthcare or other industries.

(6) Cosmetri provides a service availability of at least 99% per month.

Section 3 – Conclusion of Contract

(1) For the conclusion of the contract, the customer needs to accept the Cosmetri Terms and Conditions during the account activation and payment process by clicking the checkbox ‘I agree to the Cosmetri Terms’.

(2) Cosmetri will save the content of the contract concluded on its EDP system. The customer can access the agreed plan details in their admin account and can access and download the Terms & Conditions on the Cosmetri website.

Section 4 – Payment, Failure to Pay

(2) At the discretion of Cosmetri, larger customers may be offered the possibility to be invoiced manually and payment to be made via bank transfer.

(3) Payment, according to the chosen service plan, is due immediately with the beginning of the term of contract and again with each subscription auto renewal. Payment taken by credit card stored in the Stripe payment gateway is taken automatically upon the date of auto renewal.

(4) If three working days after subscription renewal, payment is not received in full, access to the Cosmetri services will be limited to the Admin user access only.

(5) If the customer is in default more than four weeks, Cosmetri can terminate the contract with immediate effect.

(6) No refunds are provided in the case that the customer does not terminate the agreement before auto renewal of the subscription. Payment taken by credit card stored in the Stripe payment gateway is taken automatically upon the date of auto renewal. No advance notification is sent of payment renewals.

Section 5 – Duration and Termination

(1) Any service provided by Cosmetri is limited to the term of contract. The initial contract period for new customers is two (2) years, if not otherwise stated.

(2) After the initial contract period the contract will automatically be extended by one year as long as neither of the contract parties terminate the contract.

(2) Customers who subscribed before Jan 1, 2024, may have different initial contract periods such as one (1) month or three (3) months or (1) year.

(4) For customers who subscribed before Jan 1, 2024, the contract will automatically be extended by the initial contract period as long as neither of the contract parties terminate the contract.

(3) For a termination by the customer, the notice period is 14 calendar days, with termination effective to the end of the current contract period. For a termination by Cosmetri, the notice period is four weeks, with termination effective to the end of the current contract period. For both parties, the right to immediate termination for good cause remains unaffected.

Section 6 – Online Training and Onboarding Service

(1) Service plans may include online training, delivered online by video conference. The number of included online training sessions is per service plan for new Customers (“Training Credit”).

offer a replacement Training if for technical reasons on the side of the Customer, the Training cannot be concluded.

(4) Online Training is provided in 45-minute units. If a customer requires less time for a training session, this will still be considered as a full 45-minute training unit.

Section 7 – Change of Conditions

(1) Cosmetri may, from time to time, change the Terms & Conditions. In the case of a change, Cosmetri will inform the customer and its users via a pop-up when logging in to the Cosmetri application. To continue using the application they need to accept the new Terms & Conditions.

(2) Cosmetri may, from time to time, change the conditiond and prices for its plans. No change to the agreed prices will be applied to customers within the first 18 months of the subscription. In the case of a change to the conditions and prices, Cosmetri will inform the customer of the intended changes at least six weeks before the effective date.

(3) If the customer has not objected to the change within two weeks of notification, the change becomes binding for both parties. Cosmetri will advise the customer of this legal consequence in its information of the intended changes.

(4) An increase in price shall only become binding for the contract period that begins with or following the effective date. Cosmetri shall not change prices for a

period already invoiced for, unless that the change is necessary to comply with statutory changes, e.g., VAT or other tax regulations.

Section 8 – Warranty

(1) For customers with an active subscription to a paid plan (not free trial versions), backups are made once a day of their data hosted on the Cosmetri server. Backups are stored for 30 days. Restore of data is only guaranteed in the event of a global system failure, whereby all customers’ data is restored to the last available backup. Any request for restore of a customer’s data is solely at the discretion of Cosmetri and will be subject to an additional fee. In case of minor negligence, further claims based on the loss of data or damaged data are excluded. (2) Cosmetri offers a trial version of its services free of charge. This trial version is intended for testing with sample data only. Cosmetri does not back up any data and cannot be held liable for any loss or damage of data inputted while using the trial version.