General Terms and Conditions, 1.1.2005
The following General Terms and Conditions apply to all market research, social research and consulting projects and their execution of Globis GmbH, Berlin. The client’s own General Terms and Conditions do not apply insofar as they deviate from or contradict these General Terms and Conditions.
1 Scope of the Agreement
GLOBIS will support the client in its decision-making processes, but will not make decisions for the client.
GLOBIS cannot guarantee exclusivity for particular product areas, research topics or research methods, unless otherwise agreed in writing. In the event that exclusivity is agreed, then the term and any applicable additional fees must be stipulated.
All changes to the assignment after the contract has been signed require the written confirmation of GLOBIS. In this case GLOBIS may require additional fees.
The agreed payment will serve to finance the execution of the research project. For this reason, 50% of the agreed fee plus VAT is payable upon awarding the contract and 50% upon delivery of the results, unless otherwise agreed by the parties.
All payments shall be made without deductions within 30 days from date of invoice. In the event of default, GLOBIS has the right to charge default interest at 6% over base rate. GLOBIS also retains the right to withhold services in the event of late payment.
Payments may only be offset against counterclaims if the counterclaims are uncontested or already established as legally binding.
3 Execution of the Assignment
GLOBIS will carry out the assignment using scientific methods of market and social research and consulting.
If, after the contract has been awarded, it becomes clear that the research cannot be carried out due to reasons of methodology which could not have been predicted by the client or GLOBIS and for which they are not responsible, then GLOBIS will immediately inform the client accordingly. If the two contracting parties are unable to find a methodological solution to the problem, then GLOBIS has the right to withdraw from the contract by reason of unfeasibility.
4 Copyright, Rights of Ownership and Ancillary Obligations
GLOBIS retains all rights which it is entitled to under copyright law. The client acknowledges that GLOBIS holds the sole copyright and all proprietary rights to the research and consulting concepts, proposals, methods, procedures, techniques, graphics and tables originated by GLOBIS.
Ownership of material created during the course of the project – data carriers of all types, questionnaires, other written documents, etc. – and the data contained in them remains with GLOBIS, unless otherwise agreed. The anonymity of respondents and test subjects may not be compromised by such an agreement.
GLOBIS undertakes to keep project documentation for a period of one year and data carriers for a period of two years after delivery of the research report, unless expressly agreed otherwise.
GLOBIS and the client undertake to treat as strictly confidential all information exchanged during the course of the contract and to use it exclusively for the execution of the contract. All employees are bound by this undertaking. This undertaking also applies after completion of the contract. It does not apply to such information which the other party advises was already known before receipt or which was publicly-known before receipt or which was made available to the public after receipt, without the receiving party being responsible for this.
5 Utilisation of Research Reports and Results
Research reports and results may only be used by the client for internal purposes, unless GLOBIS expressly permits their complete or partial transfer to third parties or publication or unless GLOBIS releases them due to their nature or based on copyright or ownership rights. They may also not be copied, printed, stored, edited or disseminated in documentation or information systems of any kind with the purpose of transmitting them to third parties or for publication without the previous permission of GLOBIS.
Mention of GLOBIS’s name in publications for the purpose of competitor comparison is also only permitted with the express permission of GLOBIS and only after GLOBIS has specifically approved the text to be published.
The use of research results and reports in the context of formal legal proceedings (e.g. lawsuits, arbitration proceedings, administrative proceedings) is prohibited without the previous written consent of GLOBIS, subject to legal/administrative regulations or court decisions which take precedence.
Should the client wish to quote in part or in full from the research report, then it must indicate that it is a quotation and credit GLOBIS as the author of the research report.
The client releases GLOBIS from all claims which may arise against GLOBIS due to the client’s unlawful, wilful or negligent use of the properly-obtained results, particularly their use in unlawful and/or false advertising.
6 Guarantees and Liability
The liability of GLOBIS and compensation claims on the part of the client are in accordance with legal regulations, unless otherwise stipulated. GLOBIS guarantees that the research will be carried out and evaluated in a proper manner and that consulting services are carried out to professional standards. Warranty claims for obvious defects are only valid if the client makes a complaint to GLOBIS in writing within two weeks of receipt of the research report and results. Claims for non-obvious defects must be made within two weeks of identifying the defect, and no later than three months after disclosure of the last legally-relevant data. The warranty period runs from receipt of the last legally-relevant data and lasts for a period of one year.
GLOBIS is not responsible for any specific commercial exploitation by the client of the data which it has gathered, interpreted and analysed in the course of its market and social research and consulting services. In no case can GLOBIS guarantee a certain outcome of its studies.
GLOBIS is not liable for any losses which result from or are connected to the work delivered, as long as there is no breach of duty on the part of GLOBIS as follows: Claims for compensation by the client against GLOBIS or its legal representatives or vicarious agents are only valid in the case of culpable injury to life, body or health, breach of a cardinal obligation or a wilful or grossly-negligent breach of duty by GLOBIS, its legal representatives or vicarious agents or fraudulent concealment of a defect in the research.
In the event of losses caused by the negligent breach of cardinal obligations, GLOBIS is only liable for foreseeable losses typical of this type of contract. The level of compensation is limited by the total amount of the agreed net payment for the respective individual contract. Compensation for direct losses and unforeseeable consequential losses is excluded.
In case of product trials the client releases GLOBIS from all claims asserted for damages caused by the product to be tested against GLOBIS or its employees.
Should the client delay in providing the information or documentation necessary to carry out the research, then GLOBIS is not obliged to meet the agreed delivery dates and milestones. Should the client fail to fulfil its obligations of cooperation, despite being given a suitable notice period by GLOBIS, then GLOBIS has the right to cancel the contract for cause and to demand compensation.
GLOBIS is only liable for late delivery in the case of default. The client may only assert claims for compensation in accordance with paragraph 8.
In the event of agreed delivery dates being missed due to force majeure, civil commotion, strike, statutory measures, lock-out or operational disruption outside the control of GLOBIS or its sub-contractors, then the delivery period will be extended until such time as the disruption is removed. GLOBIS will advise the client of the beginning and end of the disruption. In the event of longlasting operational disruptions due to force majeure or which are outside the control of GLOBIS, GLOBIS has the right to cancel the contract for cause, excluding all claims for compensation.
8 Final Provisions
Place of performance and jurisdiction, if both parties are businesses, is GLOBIS’s head office in Berlin.
The law of the Federal Republic of Germany is binding for the contractual relationship between GLOBIS and the client, unless expressly agreed otherwise in writing.