Terms and conditions vis-à-vis Entrepreneurs (B2B) of Reef Distribution GmbH
(1) The present general terms and conditions (GTC) apply to all contracts concluded between User and us, Reef Distribution GmbH, represented by Dr. Peter Popp, Rambergstr. 5, D-80799 Munich, Germany (hereinafter referred to as “Reef”) via this online shop, unless nothing else has been expressly agreed in writing. We do not accept deviating or conflicting conditions insofar as we have not expressly agreed to them in writing. (Reef and User are hereinafter referred to single as “Party” and together as “Parties”)
(2) We shall notify the User of any changes to the Terms and Conditions in writing, by facsimile or email. Where the User does not object to such changes within six weeks from the date of receipt of the notice, the changes are deemed to have been consented to. In the event of any amendment to these Terms and Conditions, the User’s attention is specially drawn to his right of objection and to the legal consequences of silence.
2. Proof of entrepreneurial status
Our online shop is directed exclusively at entrepreneurs within the meaning of section 14 BGB. We will therefore demand that the User provides us in its application to registration with sufficient proof of his entrepreneurial status prior to conclusion of the contract, e.g. by stating his VAT ID number or confirmation of User that he is a business customer. The information required for proof shall be given by User complete and truthful.
3. Subject of Agreement
Contractual Purpose is the online licensing of full dome films to digital planetariums by REFF as licensor to User as licensee.
4. Opening a Reef account
(1) Only registered users are allowed to license films. During his application for registration, User chooses a personal user name and a password. He has to fill the registration form completely and correctly. No nicknames, misrepresentations, abbreviations, or cover names are allowed. User must provide truthful, accurate, current and complete information about his person or company (hereinafter referred to as “registration data”). User must update the registration data if necessary and enter changes immediately.
(2) User has to confirm to be at least 18 years old. He is obliged to proof his entrepreneurial status by stating his VAT ID number. In the event User does not have a VAT ID number he is obliged to confirm that he is a business customer. The information required for proof shall be given by User complete and truthful.
(3) After registration User will receive a confirmation email by Reef. User has to confirm the link inserted in the confirmation email to release his Reef basic account. User has no right to request registration. Reef is entitled to reject the registration without giving reasons. Reef does not verify the registration data and is not obliged to do so.
(4) If User wants to acquire a license for a film, User can upgrade to a Reef Plus account by adding to his profile the technical details of the dome as well as contact data and other information necessary to fulfill our services for the User. User is advised to enter this information during the registration process. License fees shown to the User on our website already take the size of the dome (diameter/seats) and/or its annual attendance and other data into account.
(5) User can manage, add and change his data at any time. However, the number of seats or diameter of the dome can not be changed by User. If these figures have changed i.e. due to renovation, User should contact Reef to change this information for him.
(6) User is obliged to keep the password secret and not to disclose it to third parties, i. e. persons outside of User´s company or persons in his company who do not have power of representation. User is not allowed to make copies of the preview screeners available on our website.
(7) User may delete his registration at all times. If his personal information changes, he himself is responsible for its update. All amendments can be made online after the log in.
(8) Reef is entitled to delete and block User in the event that he has provided false, inaccurate or incomplete registration data that could lead to incorrect individualization of User.
(9) User is obliged to notify Reef without undue delay of any suspected misuse. User is liable for any use and / or other activity that is carried out under his access data according to the statutory provisions.
5. Conclusion of Licensing Agreement
(1) The presentation of the products and services in our online shop does not constitute a legally binding offer, but merely an invitation to place orders (invitatio ad offerendum).
(2) To place an order, User has to place the desired films and/or configurations such as language version and/or services in the shopping cart. The User may modify at all times the desired quantity of films, configurations or services or delete films and services completely. By placing an order User shall specify his dome data (country, diameter, number of seats, annual attendance), the technical data of the license (language, image format, frame rate etc.) and legal data of the license (duration, start date etc.).
(3) By clicking „Buy now “ in the last step of the order process, User submits a binding offer for purchase of a license displayed in the order overview and/or for booking of the services listed in the order overview. Immediately after submitting the order, User will receive an order confirmation, which however does not yet constitute the acceptance of Users contract offer. A contract comes into existence between User and Reef as soon as Reef accepts User´s order and/or booking by means of a separate Confirmation denoted expressly as “Purchase Confirmation and Invoice” (hereinafter referred to as “Purchase Confirmation”) by post l. The “Purchase Confirmation” includes the given data according to Sec.5 (2) sentence 1, the total amount of license fees and the note that remuneration is due upon receipt except the amount has already been paid.
(4) The license fee stated in the Purchase Confirmation is binding. If the invoice amount stated in the Purchase Confirmation differs from the amount stated in order process as Total price before User is placing the order by clicking “Buy Now” (hereinafter referred to as “Total price”), the license fee stated in the Purchase Confirmation shall apply. In the event that the license fee in the Purchase Confirmation is higher than the Total price, the customer is entitled to withdraw from the contract by simple declaration by mail, e-mail or telephone, without incurring any costs. Amounts that the Customer has already paid by credit card or Pay Pal in a case pursuant to sentence 2 will be refunded by Reef.
(5) The granting of a license is subject to the condition of the complete payment of the remuneration.
(6) After completion of payment a confirmation of the license entitled as “License Confirmation”, stating all relevant details according to Sec.5 (3) sentence 1 and 3 will be sent to User by email.
(1) Reef, under its rights of ownership, grants to User, upon the terms and conditions of this Agreement, a non-transferable and non-exclusive license to use the Film, in the specified language versions during the agreed license period but only for its own use and exhibition at User´s dome theatre as specified in the licensing confirmation.
(2) User has no right to change, alter, cut the Film or change the title of the FILM; no right to copy the Film, in whole or in part, except as expressly provided, is implied or given under this agreement. All rights that are NOT explicitly mentioned and defined in this agreement remain without exception with Reef.
(3) User shall not be entitled to grant sublicenses to third parties (including affiliated companies as defined by Sec. 15 ff. AktG) without prior written approval of Reef. The Film purchased by User shall be exhibited intact and without modification. Reef authorizes User to make or have made a back-up copy of the Film installed on his system. This copy shall be deleted immediately after termination of the license term. User is responsible for the installation of the Film on his digital fulldome system.
(4) User acknowledges Reef´s exclusive ownership of the film including all rights in patents, copyrights, trade secrets and other intellectual property rights applicable to the Film as well as other proprietary rights in the film furnished by Reef and used under this Agreement including related documentation and reports as well as all related materials and all confidential information (as defined herein). All rights mentioned shall remain vested in Reef.
7. Obligation of User
(1) User shall not act against the principles of good faith or directly or indirectly agree with any third party to or enter into any negotiations for or any arrangement the effect of which, or which is intended to circumvent or avoid the need for the license in connection with the services and licensed films and the purpose intent of this Licensing Agreement.
(2) User shall not, except as expressly allowed for under this Agreement or required by law, make back- up copies (except back-up copies according to Sec. 6 (3) of this Agreement) or other copies of the licensed film in whole or in part and shall not be entitled to:
(a) decompile, disassemble or otherwise reverse engineer the Film,
(b) modify, translate or create derivative works of the Film or
(c) remove any copyright or other proprietary designations from the Film.
(3) User is not entitled to assign, transfer, sell, lease, rent, lend, charge or otherwise deal in or encumber the licensed film or use the licensed film on behalf of any third party or make available the same to any third party.
(4) User shall notify Reef at once if User becomes aware of any unauthorised Use or Use of the whole or any part of the licensed film by any third party.
8. Slicing, Encryption and Delivery
I. For Multi-Projector Domes:
(1) The slicing needs to be done by the respective digital system provider of the dome (i.e. E&S, RSA, Sky-Skan, etc). User should contact his system provider to get the film sliced for his dome.
II. For Single-Projector Domes:
(1) The encryption is only available for specific domes as described in our FAQ https://www.reef-distribution.com/about-us/faq/ .
(2) User will receive a dongle with his first-time order. A technical fee will be added to the bill. User is advised to keep the dongle, as it allows future free digital delivery.
(3) Encrypted film files are available for download or will be sent by courier. The technical requirements and transmission modalities for a successful download will be sent by Email. The license key, which unlocks the encryption, will be sent by email.
(4) User and Reef agree Reef’s registered office as the place of performance for the delivery of the Dongle and the order. User shall bear all costs and risks related to such delivery. Upon transfer of the dongle or order the risk of transportation (particularly the risk of accidental loss or destruction) of the dongle or order passes to User. The risk of accidental, loss or modification of the film shall in case of a download pass to User at the transfer of the film from Reef´s network into the public communication network.
(5) Reef sends the dongle and the order by international courier. Delivery will be done after receipt of license payment by Reef.
9. Licence Fees
(1) The licence fees owed by User to Reef for the grant of rights hereunder are based on the dome data User has provided and are stated in the Purchase Confirmation. The licence fees represent a one-time licence fee.
(2) Invoices are payable without deduction without undue delay after receipt of the Purchase Confirmation according to Sec. 5 (3) sentence 3,4. If User is in default of payment, the outstanding amount shall bear interest at the rate of nine percent over the then current LIBOR . This shall not affect any more extensive rights.
(3) All amounts stated in the Purchase Confirmation are excluding any applicable Value Added Tax, unless explicitly stated otherwise. The current rate of statutory Value Added Tax shall be invoiced and paid in addition to all fees. Reef shall state the rate and amount of Value Added Tax separately on the invoice. All other indirect or direct duties, imposts and the like, assessed or imposed in User´s country upon the sums payable to Reef, or upon, or with respect to, this Agreement, shall be borne and discharged by User and no part thereof shall be deducted from the sums payable to Reef under any provision of this Agreement, said sums being and to be paid net to Reef free from any and all deductions.
(1) The payment process is handled by Novalnet AG, a PCI DSS Level 1 certified full payment service provider, who handles payment processing among other tasks. For more information which data Novalnet AG is processing and User`s rights under the European Data Protection law, please click here: https://www.reef-distribution.com/privacy-informations/ .
(2) User has a choice of payment by invoice, Master Card, Visa Card and Paypal. A purchase in a foreign currency will be converted by Novalnet AG into User´s currency based on the daily exchange rate.
(3) License deals paid by credit card and Paypal are limited to a maximum value of 20,000 EUR.
(1) If the films delivered are defective, User is entitled, within the scope of statutory provisions, to demand supplementary performance in the form of removal of defects or delivery of a defect-free item. We are entitled to choose the form of supplementary performance. If the supplementary performance fails, User has the right to reduce the purchase price or to withdraw from the contract. Precondition for any warranty claim is that User fulfills all obligations to inspect and to reprimand owed pursuant to Sec. 377 HGB.
(2) The limitation period of warranty claims for the goods delivered is twelve months from receipt of the goods, except in cases of claims for damages.
(3) Reef shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances involving the improper use, operation or neglect of either the licensed film or the User´s equipment or the modification of the licensed film or the merger (in whole or in part) with any other media.
(4) Unless expressly agreed otherwise under this Agreement all other conditions, warranties, terms and undertaking express or implied, statutory or otherwise (including but not limited to satisfactory quality or fitness of purpose) in respect of the licensed film and the provision of the services hereby excluded to the fullest extent permitted by law.
12. Limitation of Liability
(1) We are liable for intent and gross negligence. Further, we are liable for the negligent breach of obligations, whose fulfillment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance User as a customer may rely on regularly. In the last-mentioned case, we are only liable for the foreseeable, typical contractual damage. The same applies to breaches of duty by our vicarious agents.
(2) The abovementioned exclusions of liability do not apply in case of damage of life, body and health. The liability pursuant to the product liability law remains unaffected.
(3) Subject to the limits set out above, Reef shall have no liability or any responsibility whatsoever for any loss of performance of an existing IT and/or digital system if the licensed film is loaded thereon or interfaces with another system or network.
(4) Subject to the limits set out above, Reef shall not be liable to User in respect of any claim for loss of business revenue, loss of profits (whether categorised as direct or indirect) goodwill or any type of special indirect, incidental or consequential loss (including loss or damage suffered by the User as a result of an action brought by a third party) losses arising from business interruption, or losses whether or not occurring in the normal course of business or loss or corruption of data or any losses incurred as a result of or relating to governmental authority.
(1) Reef and User may terminate this Agreement with immediate effect if the other Party commits any material breach of any term of this Agreement and which (in case of a breach capable of being remedied) shall not have been remedied within 5 working days of a written request to remedy the same.
(2) Any termination of this Agreement pursuant to this clause shall not affect any other rights or remedies to which Reef may be entitled under this Agreement or at law.
(3) Within 5 Working days after expiring of the Agreement User has to erase every copy of the licensed film and cease any use of the licensed film, except where such actions are prohibited by law.
14. Force Majeure
Neither Party hereto shall be liable for any breach of its obligations hereunder (other than in respect of payment obligations) resulting from cause beyond its reasonable control (“Force Majeure”). If a default due to an Event of Force Majeure shall continue for more than 2 months the Party not in default shall be entitled to terminate this Agreement. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
15. Final Provisions
(1) The Parties’ relations shall be governed by the law of the Federal Republic of Germany, but excluding application of the UN Convention on Contracts for the International Sale of Goods. Jurisdiction and venue for all legal disputes shall lie with the courts of Munich. In addition, Reef shall be entitled to file suit at the User’s place of general jurisdiction. Venue of performance is Munich.
(2) In the event that individual terms of these Terms and Conditions should be or become invalid or should be in conflict with requirements of law, the validity of these terms and conditions shall not otherwise be affected thereby. The Parties shall by mutual agreement replace the invalid term by such valid term as comes the closest in a legally valid manner to the economic intend of the invalid term. The foregoing provision shall apply mutatis mutandis in the case of contractual gaps.
(3) Amendments or supplements of these terms and conditions require the written form to be binding.