General Terms and Conditions

General Terms and Conditions Customer Research 42 GmbH

§ 1 Customer Research 42 GmbH, below named Research Agency, will carry out the projects it is commissioned with advisory services in accordance with the accepted principle and rules of the market and social research profession.

§ 2 The Research Agency shall on principle submit an offer to interested parties in the form of a research proposal stating the nature of the issue to be resolved, the services to be rendered in order to solve it, the time required for the study and the fee due. The interested party shall receive the research proposal for the sole purpose of deciding whether to award the contract for the study offered. In the absence of any other agreement, the contents of the proposal must not be made available in whole or in part to any third party without mutual written consent. Should the objectives pursued by the Client with the study not be obvious to the Research Agency, the latter will inform the Client accordingly. The Client must then disclose his objectives in writing.

§ 3 The fee stated in the research proposal shall on principle cover all the services offered by the Research Agency in connection with carrying out the project outlined in the research proposal. The Research Agency is entitled to demand additional payment for supplementary services that are requested by the Client. Additional costs which the Research Agency is not responsible for and additional costs which were not foreseeable by the Research Agency at the time the project was commissioned, despite due care, may be charged separately by the Research Agency, provided they are linked to a legitimate factual cause and are clearly recognizable for the Client and are adequately defined. This shall also apply when the Client is not responsible for those costs. Any changes in the project that are made after the conclusion of the contract must be confirmed in writing by both parties.

§ 4 The Research Agency cannot guarantee exclusiveness for specific product fields, objects of research or methods of research, unless this is expressly agreed in writing. When exclusiveness is stipulated, its duration and any additional fee that may be incurred as a result must be laid down.

§ 5 The research reports and research results are made available to the Client for internal use only, unless the Research Agency agrees to their being passed on to third parties or published, in full or part, or unless the Research Agency releases them for publication due to the nature of the matter or due to copyright issues or property rights (see § 6). Neither may they be duplicated, printed or stored, processed or disseminated in documentation or information systems of any kind for the purpose of passing them on to third parties or publishing them, without the prior consent of the Research Agency. If the Client wishes to cite the research report, in part or in whole, these citations must be named as being the author of the research report.

§ 6 The Client shall indemnify the Research Agency against all claims made against the Research Agency as a result of the Client’s deliberate or negligent, unlawful use of the properly obtained results, in particular using them to advertise unlawfully and/or incorrectly.

§ 7 The rights vested in the Research Agency by the copyright act shall remain with the Research Agency. The Client admits that the sole copyright and all the proprietary rights in research concepts, proposals, methods, procedures and methodologies, graphical and tabulated presentations that are originate with the Research Agency, and in any other know-how represented by the services of the Research Agency, are entitled solely to the Research Agency. The Client’s copyright in the documents drawn up by him shall remain unaffected by this.

§ 8 The cooperation of the Client in the study, and any check-ups by the Client on the execution and the results of the study, shall require a separate agreement. If additional costs arise from this, they must be borne by the Client.

§ 9 The Research Agency shall undertake to store the survey records for a period of one year and data carries for a period of two years from the time of submitting the research report, unless expressly agreed otherwise.

§ 10 The Research Agency and the Client shall undertake to treat all the information supplied to each other for the purposes of carrying out the research in the strictest confidence and to use it exclusively for the purposes of executing the project.

§ 11 The Research Agency’s liability and the Client’s claims arising from defects are governed by the statutory provisions, unless otherwise stated below. The Research Agency guarantees that the survey is carried out correctly and the results are analyzed scientifically. Warranty claims for obvious defects shall only be permissible if the Client notifies the Research Agency of these in writing within two weeks of the receipt of the research reports and the research results. In the case of non-obvious defects, the period of notice begins when the defect comes to attention, but at the latest three months after the last legally relevant data are disclosed. The warranty period shall begin with the receipt of the last legally relevant data and shall last one year. The Research agency does not guarantee that the data collected, processed and analyzed by it in accordance with the rules and methods of market and social research will be able to be used by the Client in a specific commercial way. The Research Agency shall not be liable for damage incurred through or in connection with the Client’s interpretation of the data / results supplied, unless the Research Agency is in breach of duty according to the following section. The Client shall only be entitled to make claims against the Research Agency or its legal representatives or its subcontractors or vicarious agents for damages in cases of culpable injury to life, body or health, in case of culpable violation of a duty that is essential to the contract, or in cases of premeditated or grossly negligent breach of duty by the Research Agency, its legal representatives or its vicarious agents, or in cases of fraudulent concealment of a defect in the survey.

§ 12 Should the Client delay in providing the information necessary for carrying out the survey or providing the necessary documents, the Research Agency shall not be obliged to meet the agreed deadlines for delivery and performance. Should the Client fail to meet his duty of collaboration even after the Research agency has granted an appropriate extension, the Research Agency is entitled to terminate the contract for serious reasons and to claim damages. If delivery is postponed, the Research Agency shall only be liable in cases of default. The Client can only claim for damages according to § 11. If agreed dates of delivery are not met because of delays caused by acts of God, rioting, strikes, acts of state, lockouts, or stoppages beyond the Research Agency’s control, also on the part of a subcontractor, the period of performance shall be extended by the corresponding period up until the end of the disruption. The Research Agency shall inform the Client of the beginning and end of such disruptions. In the case of long-term stoppages caused by acts of God or stoppages beyond the Research Agency’s control, The Research Agency shall be entitled to terminate the contract for serious reasons, with the exclusions of all claims for compensation.

§ 13 Regulations concerning product test:

The Client shall indemnify the Research Agency against all claims made against the Research Agency or its employees as a result of damage caused by any defect in the product to be tested. The Client shall be responsible for ensuring that all the necessary chemical, medical, pharmaceutical or other tests / studies / analyses of the test product have been carried out. He shall assume responsibility for the suitability of the product for the test and, to the extent that an examination was necessary and has taken place (see above), that this examination gave no indication that the product could cause any harm. The Client shall be responsible for ensuring that all information prescribed by the law or ordinances and / or necessary for the use of the product, is made available to the Research Agency, so that the latter may pass it on to the persons participating in the test. In all other respects, the regulations of the liability laws shall apply.

§ 14 The fees agreed upon are intended to pay for the cost of executing the study in question. For this reason, one third of the arranged fee shall be payable on commissioning the project, a further third when data collection commences, and the final third on delivery of the results, in each case plus VAT, provided the parties involved have not made any other arrangements.

§ 15 Provided the parties involved have not made any other arrangement, the Research Agency is allowed to use the Client’s name and logo as a reference in brochures, the internet and further publications.

§ 16 If both parties to the contract are merchants, the place of performance and venue shall be the Research Agency’s principal place of business.

§ 17 In the event that individual provisions are or become ineffective, this does not affect the validity of the remaining provisions. Ineffective provisions will be replaced by regulations whose economic outcome corresponds as closely as possible to what was intended by the ineffective clause.

§ 18 These General Terms and Conditions shall not apply to the cooperation between private law market and social research agencies in carrying out projects.