Terms and Conditions

1. Validity

The following terms and conditions apply to our entire commercial contact with our customers. Any terms and conditions of our contracting partners are hereby expressly rejected. Agreements contrary to these terms and conditions require our written confirmation. Employees lacking power of representation may not enter into agreements which contradict these terms and conditions.

2. Offers, Orders

Our offers are not binding and subject to change without notice. We shall submit an offer to the customer in the form of a proposal stating the nature of the issue to be researched, the services to be rendered, the time required for the study and the fee due. In the absence of any other agreement, the contents of the proposal may not be made available in whole or in part to any third party without mutual consent. Orders will become legally binding only through our written confirmation.

3. Terms of Payment

The contractually negotiated prices are to be derived exclusively from our written confirmation. All prices are net and without costs. We may demand an additional fee for services that go beyond this scope in case they are requested by the customer. Additional costs which we are not responsible for or which have not been foreseeable at the time the contract was made may be charged separately if they are linked with a legitimate factual cause. This also applies if the customer is not responsible for these costs.

All payments shall be due in a period of 10 days following receipt of invoice without any deductions. The customer will be in default one day after the expiry date. All customers' rights of retention or set-off are hereby excluded to the extent that they are not based on the same contractual relationship. Retentions or set-offs are allowed only if the customer's claim is non-disputed or has become unappeasable. In the event a customer defaults in payment, we are entitled to demand interest on the unpaid balance at the rate charged against current account overdrafts by our business bank, or at least 8% above the current rate charged by the European Central Bank on the main refinancing operations. In the event of a customer's default in payment or other apparent credit unworthiness, all remaining claims against that customer shall become immediately due and payable in full. We shall then be entitled to rescind payment terms previously agreed upon and to demand payment in advance or other appropriate security with respect to pending deliveries. A customer shall be deemed unworthy of credit in particular when he files a petition in bankruptcy or composition proceedings.

4. Research reports for call-off

In case of contracts upon specific research, the customer's call-off represents a material contractual duty. Two weeks after expiry of the latest possible date for the respective single call-off, the customer shall be regarded as in default of acceptance and of payment, without any further notice on our behalf. Upon expiry of at least three individual call-off deadlines, we are entitled to withdraw from the contract as a whole. In addition, we shall be entitled to claim damages for the entire contract.

5. Lien

We are entitled but not obliged to avail us of the right of retention until the time of counter-performance.

6. Intellectual Property Rights and Indemnities

All copyrights in connection with our services remain with us unless expressly negotiated and set out in writing to the contrary. The customer shall not be entitled to turn to account the data provided by us for purposes other than those expressly contractually negotiated. Passing on or otherwise using the data (e.g. for advertising, related products etc.), even if only in part, shall be impermissible unless an arrangement to the contrary is made in writing. Should the customer infringe these provisions, we are entitled to demand a payment clearing the unauthorized usage and oriented at the fees negotiated in the contract.

Furthermore, the customer shall effect payment on a contractual penalty in the amount of the negotiated annual fee for individual orders. This payment is not subject to judicial mitigation and does not abrogate the expressly reserved right to claim damages which are in excess of the contractual penalty.

We must expressly be named as the author of any data the customer processes further as contractually negotiated. The customer agrees to allow us to have control over any proceedings arising as a result of any infringement of the intellectual property rights. He also accedes to make no admission as to liability and to not agree to any settlement without our consent.

All data carriers remain the property of us.

7. Technical Information

We shall provide our data in standardised data formats. The customer must ensure that he has the corresponding technical resources to make use of these data. The customer may not derive any claims in this connection on grounds of breach of obligation. Any information shall only be regarded as a guarantee where it is expressly declared in writing.

8. Warranties

The customer is required to notify us in detail and in writing of recognizable defects without delay. Otherwise he shall lose his entitlement to submit claims. The contractual parties shall agree by mutual accord that deficiencies are to be claimed only within a period of six months following release. Otherwise they shall be precluded. After the expiration of this period the entitlement to assert claims shall be forfeit in a way that no corresponding objections may be raised either.

When our results are not supplied in time, either wilfully or by gross negligence on our part, the customer may wish to claim rights by asserting that even a partial service rendered is no longer of interest to him. In this case he must present a prima facie evidence for the lack of interest. If the customer is a merchant as defined by the commercial code, he shall not be compensated for unforeseeable, atypical damage or damage attributable to his own area of control and risk, resulting from either delayed or defective performance.

We shall not be liable for slight negligence. This applies also to the extent that a resulting behaviour constitutes a tort at the same time. This exclusion of liability does not extent to the essential contractual responsibilities in whose observance the customer must be able to trust. It neither extends to the loss of life, bodily injury, and impairment of health. We must remedy all deficiencies by either correcting or replacing them. The customer shall only be entitled to demand the cancellation of a contract or a reduction in price if he refuses in writing to effect correction without substantiation or if a third attempt at correction is unsuccessful. On pain of losing his entitlement to assert claims, the customer must inform us without delay and in writing if he is confronted with third party warranty claims in connection with this contract.

The customer shall indemnify us from all claims as a result of his deliberate, negligent, or law breaching use of properly gathered results (e.g. using them to advertise unlawfully and/or incorrectly).

9. Liability

Claims for repudiation of the contract founded on the breach of a contractual duty other than a good's defect are only admissible where we can be held responsible. Liability for violations of duty arises in case of intent or gross negligence. It also arises in the event of a duty which is recognizably material for the fulfilment of the contract's purpose even in case of slight negligence. In all other cases our liability shall be excluded. This limitation of liability shall not take effect where we have assumed a guarantee for damages under the Product Liability Act or for personal injuries to body, health, or life. Where we are liable for gross negligence on behalf of our non-management staff or mandatees or for simple negligence, our liability is limited to the damages foreseeable at the time of contract formation. In such cases our liability is furthermore limited to the amount of twice the purchase price. It is also completely excluded for consequential damages and the loss of production or profits.

10. Jurisdiction, Governing Law, Miscellaneous

Place of payment is Hamburg, Germany. All disputes arising from the business relation where we appear as plaintiff shall be, at our discretion, resolved either through the state courts of Hamburg or any other court of choice under the German Civil Procedure Code (ZPO). If a dispute shall be resolved under the exclusion of the state courts, it must be resolved through binding arbitration before a panel created under the Hamburg Friendly Arbitrage. Place of arbitration shall be Hamburg, Germany. The official language of the proceedings is German. Where our contractual partner intends to sue us prior to the litigation, we have to be asked in writing to choose within two weeks between the above mentioned state courts or arbitration. Where we fail to choose in time, the competence of the state courts of our registered seat shall be deemed agreed upon. Governing law is German law. The customer permits the electronically storing and the processing of its personal data in regards to the business relation. He agrees that he will not receive notice thereof in each individual case. In the event that any of the preceding terms or conditions should be deemed invalid, said invalidity shall not affect the validity of the remaining provisions.

In the event that individual provisions are or become ineffective, this shall in no way affect the validity of the remaining provisions. Ineffective provisions shall be replaced by regulations whose economic consequences agree as closely as possible with those intended by the ineffective clause.