General Terms and Conditions of the “celis.institute” platform

“celis.institute” is offered by CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany, email: events@celis.institute.de (“CELIS”).

Preamble

On its Internet platform “celis.institute”, CELIS makes various digital products (access to the Content of the information platform and specialist library) available to its Customers.

These General Terms and Conditions set out the rights and obligations of the Parties regarding the access to such products (hereinafter referred to as “Products” or “Content”) and the use of the Products if and to the extent that the provisions of the relevant Licence Agreement between CELIS and the Customer for the digital Product concerned do not provide otherwise.

The following terms and conditions (hereinafter referred to as the “General Terms”) shall apply to all services offered and provided through the “celis.institute” internet portal (hereinafter also referred to as the “Portal”) and its individual websites. The following General Terms shall apply exclusively.

Contract terms of the Customer which deviate from these General Terms shall only apply if confirmed by CELIS.

Customer/Authorised User: For the purposes of these General Terms, “Customer” means a party with whom CELIS enters into a contract according to these General Terms. The Customer shall be authorised to use Product itself if it holds a single-user licence or, if it holds a multi-user licence, shall name individuals to CELIS who shall be authorised to use the Product (“Authorised Users”). If the Customer holds a multi-user licence, it may name up to such number of Authorised Users as equals the number of licences purchased. Authorised Users may be employees of the Customer or independent contractors or temporary employees acting on behalf of the Customer.

Order Form/Licence Agreement: For the purposes of these General Terms, “Order Form” means a document signed by both Parties which specifies the Content licensed by the Customer, the number of licences and the fees payable for them. The Order Form, together with these General Terms and any other agreements the Parties may have entered into with respect to the Content, constitutes the “Licence Agreement”. Alternatively, a Licence Agreement may also be formed electronically by offer and acceptance by CELIS and the Customer, respectively, through the Website kept available by CELIS for this purpose. CELIS shall be free to decide at its own discretion for which Products an Order Form is required and which Products may be obtained directly from the Website.

Licence Term: “Licence Term” means the period during which the Content may be accessed in accordance with the Licence Agreement.

Website: “Website” means the Internet site through which the Content may be accessed.

  1. Services

1.1 “celis.institute” is an information platform and specialist library for questions relating to investment screening, control, and security and related matters made available by CELIS. The Portal offers a wide range of publications and information, newsletters, industry news, blanks and forms and other text, audio content, video and images for online purchase either individually or by subscription. Some of this Content and information is offered for free while some is provided for a fee.

1.2 Digitised journals and books may be accessed in the “Resources” section of the Website, subject to a payable contract having been entered into or – in the case of Content which is temporarily available for free– subject to prior (free) registration.

1.3 To be able to use the services and/or place orders with CELIS, users must be connected to the Internet and must have JavaScript enabled on the latest version of their Internet browser. To view articles and specialist journals in PDF format, users also need the current version of Adobe Reader, a software program by Adobe Systems Inc., or any other software that allows them to view and store PDF files. The Customer shall itself be responsible for ensuring that it has these technical requirements. All costs incurred for this shall be borne by the Customer.

  1. Identification, registration, access to the Portal, use of login details

2.1 Identification and registration

Except for general information or Content which is temporarily available for free, access to the Portal shall be restricted to subscribers. Therefore, to be able to use most of the offerings of the Portal, in particular to be able to access Content from the “Resources”, Customers first need to verify their identity and register an account and wait for activation.

2.2 Access to the Portal, use of login details

2.2.1 Customers will be able to access restricted parts of the “celis.institute” Portal and its services by entering the login details into the login form. Nevertheless, CELIS reserves the right to deny access even if Customers have completed the registration process.

2.2.2 The login details assigned to them – and the actual services made available – are intended to be used only by the relevant Customer itself and must not be disclosed to anyone (including family members and co-workers). If a Customer is responsible for such misuse of login details, he or she shall also be liable to CELIS for all consequences of use by a third party. In particular, a Customer shall be deemed responsible already if he or she enabled the unauthorised use of its login details through negligence. The liability of the Customer ends only if and when he or she has notified CELIS of the unauthorised use of its login details and changed the password, if necessary.

2.3 Termination or withdrawal of access

2.3.1 In the event that a Customer breaches these General Terms, in particular if a Customer

  • provides false information on registration,
  • discloses or shares its login details, in particular its password, without authorisation, and/or
  • makes improper use of the services on the “celis.institute” Portal,

CELIS reserves the right to disable the login details of that Customer itself and without stating reasons, temporarily or permanently, and/or to terminate its access with immediate effect or within a period at CELIS’s discretion, and to terminate the contract by extraordinary termination without notice.

2.3.2 If access is temporarily or permanently withdrawn from a Customer, or if its right of access expires, that Customer will also no longer be able to use the services that are available in the restricted parts of the “celis.institute” Portal.

  1. Conclusion of contract

3.1 The presentation of the Products on the Portal is not an offer in the legal sense but a non-binding online catalogue and request to make an offer.

3.2 The following provisions shall apply to the conclusion of contracts for single-user licences through the Website or by email: A Customer may select the desired Product and either place an order for it as a registered customer or enter the necessary data for ordering as a non-registered customer. Until the order is sent, the Customer may move back to any previous step of the order process to correct its entries. The Customer will have an opportunity to review its entries and make any necessary changes before submitting its order for processing. An order process may be ended at any time by closing the browser window. By clicking the “Apply” button, the Customer places a binding order for the Products and declares with binding effect that it wishes to purchase the Products ordered. CELIS will confirm receipt of the order by email or, if the order is for free or a free trial product, by a product activation notice on the Website or by email, without undue delay. The confirmation email or activation notice on the Website shall not constitute acceptance of the order.

3.3 A contract will be concluded when CELIS expressly accepts an order or access is activated.

3.4 All orders placed will be stored by CELIS once a contract has been concluded. To this end, personal information necessary to process the order has to be stored with CELIS. This is done as soon as the Customer has entered its address detail and accepted our General Terms and accepted our Privacy Policy (https://www.celis.institute/data-protection/).

3.5 The contracting partner will be CELIS Institute gUG, Grolmanstraße 32, 10623 Berlin.

  1. Free services; newsletters

4.1 Access to Content

Both in the public and in the restricted areas of the Portal, which are only accessible upon prior registration with the login details of the Customer, CELIS shall also make free Content and information available to the Customer. Details on free services can be inferred from the Website and the explanations provided thereon.

4.2 Email newsletters

4.2.1 On the Portal, the Customer will be offered one or more free email newsletters from CELIS. Newsletters will be sent to the email address provided by the Customer upon registration.

4.2.2 In addition to editorial Content and news, these newsletters may also contain advertising from CELIS or third parties.

4.2.3 Each newsletter contains a link to unsubscribe. Support for technical problems or other issues with unsubscribing is available to Customers through our customer service email address (events@celis.institute).

  1. Paid Content, subscriptions, right of cancellation

5.1 Individual and subscription contracts

Some Content and some Products on “celis.institute” must be paid for. The offering includes, but is not limited to, specialist journals and articles in digitised form and other digitised Content (photos, videos, etc.) which are available for subscription or, if applicable, for individual purchase. Individual purchase of an article or publication, if offered, is not conditional on a subscription contract. Details of each Product are available on the Website.

5.2 Trial subscription

Depending on the offer, access to digitised Content may initially be ordered as a free trial subscription. In this case, access to the Content specified on the website and in the offer will initially be enabled for free. The service can, by choice of CELIS, automatically be converted into a paid subscription at the end of the trial period. If so and if the Customer does not wish to continue to use the service as a paid subscription after the end of the trial period, it shall notify CELIS in text form (e.g. by email) at the address specified in clause 18 of these General Terms) before the agreed trial period ends.

5.3 Right of withdrawal

If the Customer is a consumer within the meaning of Sec. 13 of the German Civil Code [Bürgerliches Gesetzbuch – BGB], i.e. a natural person who enters into a legal transaction for purposes which are, for the most part, outside his or her commercial or self-employed professional activities, the Customer has a statutory right of cancellation, of which it is hereby informed as follows by CELIS:

Instruction on the right of withdrawal
Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
 

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

 

Model cancellation form
(complete and return this form only if you wish to withdraw from the contract)
To our customer service at CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute by email or in writing:I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following services (*)Ordered on (*)/received on (*)

Name of consumer(s)

Address of consumer(s)

Signature of consumer(s) (only if submitted on paper)

Date

___

(*) Delete as applicable.

  1. Ordering journals and books in the “Resources” section

6.1 Conclusion of contract; term and termination

Registered individuals may order journals or books through the “Resources” section of the Website in printed format by subscription or, if applicable, by individual purchase. Details of the Product, the prices and other contract terms are included in the description of each offer on the Website. Clause 3 of these General Terms shall apply mutatis mutandis to the formation of the contract, the term of any subscriptions to journals and termination of the contract.

6.2 Terms of delivery; prices; terms of payment

Journals will be delivered to the delivery address specified by the Customer. The delivery date for each Product is specified on the website. Unless otherwise agreed, CELIS shall deliver the journals to the Customer without undue delay, at the latest, however, within 20 days of formation of the contract. Apart from that, prices and the terms of payment are subject to the provisions of clause 8.

6.3 Right of withdrawal

If the Customer is a consumer within the meaning of Sec. 13 of the German Civil Code, i.e. a natural person who enters into a legal transaction for purposes which are, for the most part, outside his or her commercial or self-employed professional activities, the Customer has a statutory right of cancellation, of which it is hereby informed as follows by CELIS:

6.3.1 In the case of subscription to a journal

Instruction on the right of withdrawal
Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us (CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the goods or hand them over to us, without undue delay and in any event not later than fourteen days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired. You will have to bear the direct cost of returning the goods.
You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods. 

(Model cancellation form: see clause 5.3 above)

6.3.2 In the case of a contract of purchase for a book by way of individual purchase (and not by subscription)

Instruction on the right of withdrawal
Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us (CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You shall send back the goods or hand them over to us, without undue delay and in any event not later than fourteen days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired. You will have to bear the direct cost of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods. 

(Model cancellation form: see clause 5.3 above)

6.4 Reservation of title

The goods delivered remain property of CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany until all principal and secondary claims arising from the contract that has been entered into have been paid in full.

  1. Term of contract

7.1 Various Products may be accessed through the Website by subscription. Unless otherwise stipulated in the Licence Agreement, subscription contracts run for a term of 12 months from the date specified in the Licence Agreement.

7.1.1 Unless expressly provided otherwise in the Licence Agreement, the following notice periods shall apply to Customers who purchase a multi-user licence (e.g. for an entire company or any part thereof): Upon expiration of the first 12 months, the Licence Agreement shall be extended automatically for another 12 months unless terminated by either Party on one months’ notice to expire at the end of the initial Licence Term. Upon expiration of the 12-month renewal term, the Licence Agreement shall be extended for consecutive periods of 12 months until it is terminated by either Party on two months’ notice to expire at the end of the current renewal period.

7.1.2 The following notice periods shall apply to individual customers who purchase a single-user licence: Upon expiration of the first 12 months, the Licence Agreement shall be extended automatically for another 12 months unless terminated by either Party on 30 days’ notice to expire at the end of the Licence Term. Upon expiration of the 12-month renewal term, the Licence Agreement shall be extended for consecutive periods of 12 months until it is terminated by either Party on 30 days’ notice to expire at the end of the current renewal period. The licence fee shall be payable in advance for periods of 12 months each.

7.1.3 A sole termination of individual products covered by the Licence Agreement is in general not possible.

7.1.4 This shall be without prejudice to either Party’s right to extraordinary termination for cause.

7.2 Notice of termination must be given in text form (by letter, email).

  1.  Prices and terms of payment

8.1 If the services of CELIS are subject to a fee, the prices communicated upon order on the Portal shall apply. All prices are inclusive of VAT at the applicable statutory rate and generally exclusive of postage (if applicable), unless the costs of postage are stated to be included in the price.

8.2 Unless otherwise agreed, the fee shall become due and payable in advance on ordering the goods or activation of the services. In the case of a subscription contract, CELIS reserves the right to offer the Customer different charging periods to choose from on the Portal. Invoicing will be handled according to the payment method chosen by the Customer (direct debiting, invoice). However, CELIS shall be under no obligation to offer the Customer different payment methods.

8.3 The Customer shall be issued with an invoice for the publications ordered that will be sent in electronic format to the email address specified by the Customer. If the Customer also wishes to be sent a paper invoice, CELIS may charge an extra fee for this.

8.4 The Customer may be invoiced by CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute for claims arising out of the contract or parts thereof. In such cases, the Customer may and should make their payments out to CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute.

8.5 If the Customer does not meet its payment obligations, CELIS shall have the right to withhold its services, specifically to disable access to the service concerned. Once the outstanding liabilities have been paid, the services will be resumed and/or access will be re-enabled. CELIS reserves the right to assert other or further-reaching claims, including, without limitation, claims for compensation for default damage and the right to pursue its rights out of court, if applicable, and to terminate the contract by extraordinary termination if the statutory grounds for this are fulfilled.

  1. Rights in Content 

9.1 The Content of the Portal, including, without limitation, contributions, specialist articles and journals, photos, videos, etc. are protected by laws governing copyrights and ancillary copyrights. The Customer shall have the right to do all acts of reproduction, only for its own purposes, necessary to enable the Content to be used in accordance with the contract, to undertake research for its own purposes and to copy a selection of files from the Content into the working memory of its terminal device. Moreover, the Customer shall have the non-exclusive, non-transferrable and non-sublicensable right to save one copy of the Content permanently and to create one additional copy of any Content by printing it (download and print) for its own use only for research and CPD purposes.

If the Customer wishes to make more than one permanent reproduction and/or more than one physical copy of any Content (e.g. by copying it to removable data carriers and/or by printing or copying), or if what the Customer wishes to save and/or print is not individual pieces of Content or any part thereof but full online editions, series, categories or other synopses of teaching materials and/or Content, this shall be subject to the prior written consent of CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany.

The Customer is not granted any other rights in the Content. The Customer shall in particular not have the right to reproduce, distribute, display or broadcast any Content or make it publicly accessible and/or to publish or exploit adaptations of the Content in any way that goes beyond the statutory permissions and the permissions stipulated in clause 9.1. This applies above all to the granting of access to saved Content to third parties, the feeding of Content into a network (the Internet, an intranet, etc.) and to acting as an information agency on a commercial or self-employed basis. CELIS reserves the right to Text and Data Mining. Text and Data Mining is therefore only permitted to the extent that it is authorised by an explicit contractual or statutory provision.

  1. Access to the Content

During the Licence Term, the Customer shall be granted access to the licensed Content via Internet Protocol (“IP”) authentication or via any other authentication method specified by CELIS (e.g. email address, password). Once the Licence Agreement has been entered into, CELIS shall provide a set of login details to the Customer. These login details may only be used by an authorised Customer and must not be transferred to any other parties. The login details are technically restricted to access to single workstations. The Customer and/or the authorised Customers shall keep the login details secret. The Customer and/or authorised Customers shall be prohibited from disclosing the login details to any third parties.

  1. Rights and obligations of CELIS

11.1 CELIS reserves the right to analyse the log files in line with applicable data protection laws and regulations to identify any misuse by the Customer and/or third parties of the access granted.

11.2 CELIS may remove any parts of the Content from the Websites in which CELIS no longer has rights of publication or which it has reason to believe infringe copyrights or otherwise violate applicable law. CELIS shall endeavour to notify the Customer in reasonable time if any such situation arises.

11.3 To ensure availability of the Content, CELIS shall make the same technical arrangements by which it generally makes such Content available to its Customers, at least, however, in line with the technical standards prevailing in the market. CELIS shall take appropriate and reasonably acceptable measures to ensure that the Customer and/or the authorised Customers uninterrupted access to the website and the Content is available at all times. If access to the website is blocked or suspended due to a failure of the CELIS server, CELIS shall take action without undue delay to restore access to the Content. If access is not restored in line with the technical standards prevailing in the market, CELIS and the Customer shall liaise with each other to agree on a pro rata reduction of the licence fee or any other form of compensation.

  1. Obligations of the Customer

With respect to the offering and Content on “celis.institute”, the Customer shall be under an obligation to respect the position CELIS and the other right holders hold under the laws governing copyrights and ancillary copyrights. Distinguishing marks, logos and copyright notices must not be removed or altered.

  1.  Data backups

The Customer shall itself be responsible for backing up all data and information of relevance to the Customer on a regular basis, in line with technical standards appropriate to the significance of such data and information, to prevent it being lost, damaged or altered.

  1. Warranty

14.1 The provision of Sec. 600 BGB shall apply mutatis mutandis with respect to free Content and free newsletters.

14.2 The paid services are generally covered by statutory warranty, provided, however, that the following special provisions shall apply if the Customer uses the services of the Portal in its capacity as an entrepreneur within the meaning of Sec. 14 BGB:

The warranty period is reduced to one year, unless the warranty claims concerned are based on damage resulting from injury to life, limb or health, on any guarantees given by CELIS or on intent or fraudulent concealment of a defect on the part of CELIS. Moreover, the Customer shall inspect the performance obtained under the contract without undue delay after delivery of the goods/provision of the services. If the inspection reveals a defect, the Customer shall report the defect to CELIS in writing without undue delay. If such a defect is detected only at a later point, the Customer shall report the defect without undue delay after its detection. If a defect is not reported in due time according to the foregoing provisions, no claims for warranty can be made anymore.

  1. Liability

15.1 Special provisions applicable to free services and loss of data

15.1.1 To the extent that the damage is associated with the use of the Portal or use of the newsletter, Secs. 599, 600 BGB shall apply mutatis mutandis with respect to free Content and the free newsletters.

15.1.2 If the Customer suffers damage due to a loss of data, CELIS shall not be liable for this, irrespective of any involvement, to the extent that the damage could have been prevented if the user had fully backed up all relevant data in a manner appropriate to their purpose on a regular basis.

15.2 General liability provisions

15.2.1 Apart from that, CELIS shall be liable in accordance with the applicable statutory provisions for all damage suffered by the Customer as a result of intent or gross negligence, absence of a guaranteed quality or condition [garantierte Beschaffenheit] of the subject matter of the contract, culpable breach of material contractual obligations (known as “cardinal obligations”), culpable injury to life, limb or health or to which liability under the German Product Liability Act [Produkthaftungsgesetz – ProdHaftG] applies.

15.2.2 Cardinal obligations are contractual obligations the very discharge of which is a prerequisite for the proper performance of the contract and on the discharge of which the other party to the contract can as a rule rely and the non-fulfilment of which, on the other hand, puts the achievement of the purpose of the contract at risk.

15.2.3 Provided that the damage caused is only due to slight negligence and no injury to life, limb or health is involved, liability for breach of a cardinal obligation shall be limited to such types of damage as are typically to be expected to occur in the context of the provision of services of the kind forming the subject matter of the contract.

15.2.4 Apart from that, all liability (on whatever legal grounds) of CELIS and its vicarious agents [Erfüllungs- und Verrichtungsgehilfen] shall be excluded.

  1. Data protection

CELIS shall treat the data of the Customer as confidential and shall comply with all applicable data protection laws and regulations. Full details on the protection of data can be found in our Privacy Policy (https://www.celis.institute/data-protection/).

  1. Changes to these General Terms and Conditions

17.1 CELIS reserves the right to change these General Terms, without giving reasons, at any time. The new General Terms shall be communicated to the Customer by email. If the Customer does not object to them within 14 days of receipt of the email, the new General Terms shall be deemed accepted. The objection must be in text form. In its email, CELIS shall specifically inform the Customer of the possibility to object, the time limit for objection and the legal consequences of the user remaining silent. If a Customer objects to the new General Terms, either Party shall have the right to terminate the agreement concerned by giving notice to the respective other Party with immediate effect.

17.2 However, the possibility to change these General Terms shall not apply to amendments which restrict the scale and scope of use of the “celis.institute” service available to the Customer to its disadvantage, nor to the introduction of new obligations of the Customer not previously provided for in these General Terms.

  1. Customer service, complaints

If you have any questions regarding the order process or wish to complain, please contact our customer service team: CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany; email: events@celis.institute.

18.1 Complaints: The EU Commission has created an online platform for extrajudicial conflict resolution between customers and companies. This gives customers the option of clarifying disagreements arising from online orders without initially involving a court of law. The platform can be reached via an external link: http://ec.europa.eu/consumers/odr/.

18.2 Out-of-court settlements: We CELIS do not engage in out-of-court settlements before consumer arbitration bodies.

  1. Final provisions

19.1 The contractual relationships with the Customer and these General Terms and Conditions shall be governed by and construed solely and exclusively in accordance with the laws of the Federal Republic of Germany. The application of German conflict of law rules and the UN Sales Convention is hereby excluded.

If the user is a consumer, the mandatory consumer protection provisions applicable in the country where the user has his or her habitual residence shall apply in addition to the extent that they provide for more comprehensive protection for the user.

19.2 If the Customer is a merchant, a legal entity under public law or a separate estate created under public law or does not have a permanent residence in Germany, the exclusive place of jurisdiction for any disputes arising out of or in connection with this Agreement shall be Berlin. If the Customer is a merchant, a legal entity under public law or a separate estate created under public law or does not have a permanent residence in Germany, Berlin shall also be the place of performance of all rights and obligations arising out of the contractual relationships with the Customer.

19.3 If any individual provision(s) of these General Terms are or become invalid and/or unenforceable, the validity of the remaining provisions shall not be affected thereby. By applying the German interpretative principle of construing incomplete contracts [ergänzende Vertragsauslegung], any invalid and/or unenforceable provision shall be replaced by such valid and enforceable provision as, taking into account the interests of both Parties, is most suitable to achieve the desired economic result. The same shall apply mutatis mutandis to any gaps in these General Terms which need to be filled. Sentences 2 and 3 of this clause 19.3 shall not apply if the Customer is a consumer within the meaning of Sec. 13 BGB.

19.4 The terms of contract and full consumer information are available in English. CELIS Institute gUG, Grolmanstr. 32, 10623 Berlin, Germany does not provide any specific contract documents. Therefore, the substance of the contract entered into with CELIS is made up of these General Terms and Conditions of the “celis.institute” platform combined with the identity of CELIS and the Customer and the subject matter of the contracts entered into. In other words, CELIS does not store “the contract” entered into with each individual Customer.

Last amended: December 2021