- CI – Constellators International KG, established in Cologne, Germany, registered with the Chamber of Commerce Cologne, Handelsregister Köln, HA 31237
- Customer – The party, Ci has entered into an agreement with
- Parties – CI and customer together
- These Terms of Service will apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of CI.
- Parties can only deviate from these conditions if they have explicitly agreed upon them in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
CI has the legal form of a limited partnership. The company operates the website https://constellators-international.com for the purpose of supporting people working with system constellations. For that, CI offers several services and products of which some are free and others fee-based.
- CI offers the possibility to set up a professional Constellator profile and – combined with that – a searchable database to find a constellation specialist at a desired location with the desired language.
- With a local team in Cologne, CI yearly reviews the submitted questionnaires for international recognition (for Constellators, constellation trainers, and constellation training pieces).
- Constellators and trainers with valid international recognition by CI can set up event, workshop, and training profiles which automatically will be added to the searchable world calendar.
- CI presents, promotes, and manages workshops and training pieces that will take place within the CI Academy.
- CI sets up a world library showing all books in all languages on constellation work subjects with an additional possibility for professional book profiles incl. an external provider link.
- CI offers eBooks and audibles published by the CI publisher with literature on constellation work.
- Al Prices used by CI are in Euro, are inclusive of German VAT, and exclusive of any other costs such as administration costs, levies, and travel-, shipping, or transport expenses unless expressly stated otherwise agreed otherwise.
- CI is entitled to adjust all prices for its products or services, shown in its shop, on its website, or otherwise, at any time.
- The parties agree on a total price for a service provided by CI. This is always a target price unless the parties have explicitly agreed on a fixed price in writing, which cannot be deviated from.
- CI has the right to adjust prices annually.
- CI will communicate price adjustments to the customer within a minimum of 3 months prior to the moment the price increase becomes effective.
- The consumer has the right to terminate the contract with CI if he does not agree with the price increase.
Payments and payment term
- CI may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
- The customer must have paid the full amount within 7 days, after delivery.
- Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without CI having to send the customer a reminder or to put him in default.
- CI reserves the right to make a delivery conditional upon pre-payment for all products and services.
Suspension of obligations by the Customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
The customer waives his right to settle any debt to CI with any claim on CI.
- The customer undertakes to insure and keep insured the following items adequately against fire, explosion, and water damage as well as theft:
_goods delivered that are necessary for the execution of the underlying agreement;
_goods being the property of CI that is present at the premises of the customer;
_goods that have been delivered under retention of title.
- At the first request of CI, the customer provides the policy for these insurances for inspection.
When parties have entered into an agreement with services included, these services only contain best-effort obligations for CI, not obligations of results.
Performance of the Agreement
- CI executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- CI has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
- It is the responsibility of the customer that CI can start the implementation of the agreement on time.
- If the customer has not ensured that CI can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
- The customer shall make available to CI all information, data, and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
- The customer guarantees the correctness, completeness, and reliability of the information, data, and documents made available, even if they originate from third parties unless otherwise ensuing from the nature of the agreement.
- If and insofar as the customer requests this, CI will return the relevant documents.
- If the customer does not timely and properly provides the information, data or documents reasonably required by CI and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the Service Agreement
- The agreement between CI and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
- If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 3 months), or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
- If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give CI a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Cancellation of the Contract for an indefinite period of time
- The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 3 months.
- A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.
- The client keeps any information he receives (in whatever form) from CI confidential.
- The same applies to all other information concerning CI of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to CI.
- The customer takes all necessary measures to ensure that he keeps the information secret that is referred to in paragraphs 1 and 2.
- The obligation of secrecy described in this article does not apply to information: a.) which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality; b.) which is made public by the customer due to a legal obligation.
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
- If the customer violates the articles of these CI terms of service about secrecy or intellectual property, then he forfeits on behalf of CI an immediately due and payable fine of € 1.000 if the private customer is a consumer and € 5.000 if the customer is a professional who works with constellations, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
- No actual damage, prior notice of default, or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
- The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of CI including its right to claim compensation in addition to the fine.
The customer indemnifies CI against all third-party claims that are related to the products and/or services supplied by CI.
- The customer must examine a product or service provided by CI as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform CI of this as soon as possible, but in any case within 1 (one) month after the discovery of the shortcomings.
- Consumers must inform CI of this within 1 month after detection of the shortcomings.
- The customer gives a detailed description as possible of the shortcomings, so that CI is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to CI being forced to perform other work than has been agreed.
- The customer must provide any notice of default to CI in writing.
- It is the responsibility of the customer that a notice of default actually reaches CI (in time).
Joint and several Client Liabilities
If CI enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to CI under that agreement.
Liability of CI
- CI is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If CI is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
- CI is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If CI is liable, its liability is limited to the amount paid by a closed (professional) liability insurance, and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, and descriptions on the website or in a catalog are only indicative and only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from CI shall, in any case, expire within 3 months after the event from which the liability arises directly or indirectly. A creditor who fails to complain in good time to a debtor about a defect in the performance of that debtor, forfeits any right based on that defect. Thus, the creditor’s duty to complain potentially provides the debtor with a powerful defense.
- The customer has the right to dissolve the agreement if CI imputably fails in the fulfillment of his obligations unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfillment of the obligations by CI is not permanent or temporarily impossible, dissolution can only take place after CI is in default.
- CI has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give CI good grounds to fear that the customer will not be able to fulfill his obligations properly.
- A shortcoming of CI in the fulfillment of any obligation to the customer cannot be attributed to CI in any situation independent of the will of CI when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from CI.
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work stoppages.
- If a situation of force majeure arises as a result of which CI cannot fulfill one or more obligations towards the customer, these obligations will be suspended until CI can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- CI does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the Agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the Terms of Service
- CI is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in the content will be discussed by CI with the customer in advance as much as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
- The customer cannot transfer its rights deferring from an agreement with CI to third parties without the prior written consent of CI.
- This provision applies as a clause with a property law effect.
Consequences of Nullity and Annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what CI had in mind when drafting the conditions on that issue.
Applicable Law and Competent Court
- German law is exclusively applicable to all agreements between the parties.
- The German court in the district where CI is established is exclusively competent in case of any disputes between parties unless the law prescribes otherwise.
These terms and conditions were created using a document from Rocket Lawyer as the basis for further adjustments (https://www.rocketlawyer.com)
Cologne, 01 August 2022