General Terms and Conditions – "incisolutions-lab"

§ 1 Scope and Provider

1. These General Terms and Conditions (GTC) apply to all contracts for the use of the web application "incisolutions-lab", provided by:

   inci solutions GmbH i.G.
   Address 2
   Postal Code Hamburg
   Germany

2. The GTC apply equally to paid and free uses of the web application, including any trial phase.

3. The web application is intended exclusively for entrepreneurs within the meaning of § 14 BGB. Use by consumers (§ 13 BGB) is excluded.

4. Deviating, conflicting, or supplementary terms and conditions of the customer do not apply unless the provider has expressly agreed to their validity in text form.

§ 2 Subject Matter of the Contract

1. The provider makes the web application "incisolutions-lab" available via the Internet within the framework of a Software-as-a-Service model (SaaS). Use is exclusively browser-based. Local installation is not currently intended.

2. The web application is particularly intended for the management and documentation of product developments in the cosmetics sector. It includes, among other things, the following functions:

   • Management of addresses, raw materials, INCI ingredients, and formulations
   • Creation and export of product-related documents
   • Creation of reports for conducting stability tests
   • Comparison of formulations
   • Internal change tracking
   • User and role management
   • Optional system notifications via email
   • Regular encrypted data backups

3. The current range of functions is based on the service offering valid at the time of use.

4. The web application is intended to support internal processes. The provider assumes no guarantee for the regulatory usability of the generated content.

§ 3 Conclusion of Contract

1. The contract is concluded by the customer's order and the subsequent express confirmation (e.g., by email) by the provider. Upon activation and first use of the web application, the contract is deemed concluded.

2. There is no entitlement to the conclusion of a user contract.

3. By placing the order, the customer acknowledges these GTC as binding. A separate written contract is only concluded if expressly agreed.

4. The provider may grant a free, non-binding trial period of up to 14 days. The trial period ends automatically. A paid use requires a separate order.

§ 4 Availability, Maintenance and Support

1. The provider makes the web application available within the framework of existing technical and operational capabilities. A specific availability or response time is not guaranteed. The customer is aware that software can never be operated completely error-free.

2. Maintenance work and updates are carried out, where possible, outside of regular business hours. Necessary maintenance periods will be announced in advance. Updates are applied automatically.

3. The provider reserves the right to further develop or change functions of the web application, provided this is reasonable for the customer and does not affect essential contractual components.

4. Technical support is provided via email at support@incisolutions.com. The first response is generally made within 1–2 business days. There is no entitlement to specific response times.

§ 5 Rights of Use

1. The customer is granted a simple, non-transferable, and non-sublicensable right to use the web application for the agreed contractual purpose for the duration of the contract period.

2. Use is restricted exclusively to the customer's own company and to the contractually agreed scope (e.g., number of users).

3. Passing on to third parties, even within corporate groups, and use beyond the agreed scope is not permitted.

4. All rights to the software, the source code, the system architecture, and the database structures remain entirely with the provider. The provider is entitled to verify compliance with the license terms in case of suspected misuse.

§ 6 Customer Obligations

1. The customer is responsible for the technical prerequisites for using the web application. This includes, in particular, a stable internet connection, an up-to-date web browser, and any internal network configurations (e.g., firewall settings).

2. The customer undertakes to use the web application solely within the scope of the contractually intended purpose and to comply with all applicable legal regulations, particularly those relating to data protection, competition, and copyright.

3. The customer bears sole responsibility for all content and data processed, stored, or entered via the web application. The customer must ensure that this content is accurate, complete, lawful, and authorized for processing.

4. It is prohibited to enter or process illegal, defamatory, discriminatory, or otherwise inadmissible content via the web application. Similarly, the use of the web application for automated data processing (e.g., by bots or scripts) is prohibited without the provider's prior consent.

5. Access data to the web application must be kept secure and confidential by the customer. Disclosure to unauthorized third parties or shared use of user accounts without an appropriate license is not permitted.

6. Sample datasets contained in the web application (e.g., INCI ingredients) are for demonstration purposes only. They do not represent verified or complete information. The provider assumes no responsibility or liability for these datasets.

7. The provider is entitled to temporarily block access to the web application in the event of a justified suspicion of unlawful usage actions or breaches of these obligations. The customer will be informed about this, where legally permissible and reasonable.

§ 7 Prices and Payment Terms

1. The use of the web application is based on a monthly subscription model. Prices depend on the number of booked user licenses. Optionally, a discounted annual subscription can be agreed.

2. Billing is done by invoice. Payment is due at the beginning of the contract and then at the beginning of each month.

3. If agreed between the parties, billing may also take place via SEPA direct debit. The customer grants the provider a corresponding SEPA direct debit mandate for this purpose. The debit is made at the beginning of each billing period. The customer is obliged to ensure sufficient account coverage.

4. In the event of late payment, a reminder will be issued with a deadline. If payment is not made within the deadline, the provider is entitled to temporarily block access to the web application after 14 days. If no payment is made thereafter, the provider may terminate the contract extraordinarily.

5. Set-off against counterclaims is only permissible if they are undisputed or legally established.

6. The provider is entitled to adjust the prices for the use of the web application appropriately for the future. Price changes will be communicated to the customer at least four (4) weeks before they take effect. If the customer does not object within two (2) weeks of receipt of the notification, the new prices shall be deemed agreed. The customer will be expressly informed of this right to object in the notification. In the event of timely objection, the provider may terminate the contract as of the effective date of the change.

§ 8 Contract Term and Termination

1. The contract is concluded for an indefinite period and can be terminated by the customer at any time with 14 days' notice to the end of a month in text form (e.g., by email).

2. After the contract ends, access remains in read-only mode for a period of 14 days to allow the customer to export their data. Access will then be blocked.

3. Final deletion of the stored data takes place no earlier than 30 days after the end of the contract, unless statutory retention obligations prevent this.

4. The provider may terminate the contract extraordinarily in the event of breaches of duty or misuse.

§ 9 Liability

1. The provider is liable without limitation only in cases of intent and gross negligence. In cases of simple negligence, the provider is liable only for breaches of essential contractual obligations (cardinal obligations), and only for the typically foreseeable damage.

2. Liability for indirect damages, in particular loss of profit or data loss, is excluded unless such damages were caused intentionally or by gross negligence.

3. Except in cases of intent, liability is limited to the amount paid by the customer within the twelve (12) months preceding the occurrence of the damage.

4. The provider is not liable for damages resulting from improper use or incorrect data entries by the customer.

5. In cases of force majeure (e.g., natural disasters, war, pandemics, governmental actions, power outages, or cyberattacks), liability is excluded. The provider’s service obligations are suspended for the duration of the disruption.

6. Liability for injury to life, body, or health and under the German Product Liability Act remains unaffected.

§ 10 Data Protection and Confidentiality

1. The provider processes personal data exclusively in accordance with the applicable data protection regulations, in particular the GDPR. A data processing agreement (DPA) pursuant to Art. 28 GDPR forms part of the contractual relationship.

2. The processing of personal data takes place exclusively for the purpose of fulfilling the contractual relationship, in particular for user management, login, support, and optional system notifications.

3. The provider undertakes to treat all content stored by the customer — including confidential, non-personal information — confidentially and to access it only upon explicit instruction or if legally required.

4. At the customer's request, a separate, additional confidentiality agreement (e.g., NDA) can be concluded. There is no entitlement to this. The content and scope of such an agreement must be individually arranged.

§ 11 Changes to the Terms and Conditions

1. The provider reserves the right to amend these Terms and Conditions for a factual reason (e.g., legal changes, further development of the web application).

2. Changes will be communicated to the customer at least 14 days before they take effect, either by email or via the web application in text form.

3. If the customer does not object within this period, the changes are deemed accepted. The customer will be expressly informed of this right to object in the change notification.

4. In the event of an objection, the customer has the right to extraordinary termination.

§ 12 Final Provisions

1. The law of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

2. The place of jurisdiction for all disputes arising from this contractual relationship is — insofar as legally permissible — the provider’s registered office.

3. Should any provision of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected.

4. These Terms and Conditions contain the entire agreement. There are no oral side agreements.

Last updated: April 2025