StraightONE GmbH's General Terms and Conditions
1. Validity of the conditions
The following General Terms and Conditions apply to all market and social research contracts and their execution, as well as to future market and social research contracts and their execution that the "customer" places with StraightONE GmbH.
They do not apply to cooperations between market and social research agencies under private law for the purpose of fulfilling orders
2. Contract's subject matter
StraightONE GmbH executes the contracts it accepts, in the sense of consulting services, in accordance with the professional principles and codes of conduct of market and social research. With its services, StraightONE GmbH supports the client in his decisions. However, it does not make these decisions itself.
The content and scope of the services to be provided by StraightONE GmbH are governed exclusively by the respective individual contract, unless something to this effect already results from these General T&C.
3. Offer, research proposal
3.1. StraightONE GmbH generally submits its offer to the interested party in the form of an research proposal that specifies the task(s) to be performed, the service(s) to be provided, the time required and the remuneration to be paid. StraightONE GmbH is bound to its offer for 6 weeks, otherwise the offer expires.
3.2. The interested party receives the study proposal exclusively for the purpose of deciding on the award of the contract for the study offered. Unless otherwise agreed, its contents may only be published or passed on to third parties in whole or in part by mutual written agreement.
3.3. If the customer is pursuing a goal that is not obvious to StraightONE GmbH, StraightONE will consult the customer of this. The customer must then disclose his goal in writing.
3.4. StraightONE GmbH cannot guarantee exclusivity for certain product fields, objects of research or research methods, unless this is agreed otherwise in writing.
If exclusivity is agreed upon, its duration and any additional fees that may be charged must be specified in the written agreement.
3.5. Changes to the order after the contract has been agreed upon require written confirmation by StraightONE GmbH.
4.1. The remuneration stated in the research proposal basically includes all services offered by StraightONE GmbH, in association with performing the contract as outlined in the research proposal. StraightONE GmbH can demand additional remuneration for services beyond those requested by the customer.
4.2. StraightONE GmbH can invoice separately for additional costs that are not the responsibility of StraightONE GmbH and additional costs that were not foreseeable by StraightONE GmbH when the order was placed, despite due diligence if linked to an objectively justified reason and are clearly recognizable and sufficiently defined for the customer. This also applies if the customer is not responsible for these costs.
4.3. The agreed remuneration serves to finance the performance of the respective study. For this reason, 60 percent of the agreed remuneration plus the statutory value-added tax is due upon placing the order and 40 percent upon delivery of the results, unless the parties have agreed on a different payment arrangement.
4.4. The remuneration is payable without any deductions 14 days after the invoice is issued. In the event of late payment, StraightONE GmbH is entitled to charge interest on arrears at eight percentage points above the base rate. StraightONE GmbH also reserves the right to withhold services in the event of late payment.
4.5. The Customer is only permitted to offset any counterclaims if the counterclaims are undisputed or have already been legally established in court.
5. Execution of the order
5.1. StraightONE GmbH shall carry out the contract - in accordance with point 2 listed above - using scientific market and social research methods.
5.2. If it becomes apparent after the contract is awarded that the research cannot be conducted for methodological reasons, that neither the customer nor StraightONE GmbH could foresee and is responsible for, StraightONE GmbH will inform the customer immediately. If both parties to the contract fail to find a methodical solution to the problem, StraightONE GmbH is entitled to return the order due to its impracticability.
5.3. The cooperation of the client in the research, as well as the review of the execution and the research results by the client require a separate agreement. If this results in additional costs, these must be borne by the client. As always, StraightONE GmbH is obliged to maintain the anonymity of the respondents or test persons.
5.4. StraightONE GmbH is permitted to subcontract within its own organization to fulfill its tasks arising from the research assignment. If subcontracts are to be awarded outside of its own organization, StraightONE GmbH will inform the customer of this as soon as possible in advance. At the request of the customer, the customer shall be informed of the identity of these subcontractors.
StraightONE GmbH assures that the necessary confidentiality is maintained when subcontracts are awarded and that the rules and methods of market and social research and other legal requirements, such as data protection, are observed.
5.5. If the customer requests a specific subcontractor, StraightONE GmbH is not liable for the correctness, completeness or quality of the latter's work unless StraightONE GmbH is in breach of duty as defined in point 8.4. (listed below).
6. Copyrights, Property Rights and Accessory Duties
6.1. StraightONE GmbH retains all rights to which it is entitled under the German Copyright Act. The customer acknowledges that the sole copyright and all property rights to research concepts, proposals, methods, procedures and process engineering, graphic and tabular presentations originating from StraightONE GmbH, as well as to know-how embodied in other services provided by StraightONE GmbH are the exclusive property of StraightONE GmbH. The customer's copyright to documents that he has prepared remains unaffected.
6.2. Unless otherwise agreed, ownership of the material created during the execution of the order - data carriers of any kind, questionnaires, other written documents, etc. - and the data created shall remain with StraightONE GmbH. The anonymity of the respondents or test persons must not be jeopardized by such an agreement.
6.3. StraightONE GmbH undertakes to store questionnaires and project-related documents for a period of three years after delivery of the research report and data carriers with video and audio recordings of test persons for a period of three months after delivery of the test report, unless another agreement is expressly made.
6.4. StraightONE GmbH and the customer shall treat all information mutually exchanged in the course of the order's execution as strictly confidential, and to use it exclusively for the execution of the order. The employees are to be obligated accordingly. This obligation also applies to the time after completion of the order execution.
It does not apply to such information, for which the other party proves that it was known before receipt or was known to the public before receipt or that it became accessible to the public after receipt without the receiving party being responsible for it.
7. Use of the research report and the results
7.1. Research reports and results are available to the customer for internal use only, unless StraightONE GmbH agrees to their complete or partial disclosure to third parties or publication, or StraightONE GmbH releases them due to the nature of the matter or due to copyrights or property rights (see point no. 6). They may also not be copied, printed or stored, processed or distributed in documentation and information systems of any kind for the purpose of transfer to third parties or publication without the prior consent of StraightONE GmbH. These regulations also apply to research reports and research results resulting from syndicated studies. The customer doesn't have an exclusive right of use for these. These regulations do not apply if only insignificant parts of the research reports or research results are concerned.
7.2. Comparative publications with reference to StraightONE GmbH are only permitted with the express consent of StraightONE GmbH after StraightONE GmbH has released the specific text to be published.
7.3. The use of research results and research reports in the run-up to legal proceedings (e.g. court proceedings, arbitration proceedings, official proceedings) is prohibited without the prior written consent of StraightONE GmbH - subject to overriding legal / administrative regulations or court decisions.
7.4. If the customer wishes to quote from the research report in whole or in part, he must identify the quotations as such, and name StraightONE GmbH as the author of the research report.
7.5. The customer shall indemnify StraightONE GmbH from all claims that are asserted against StraightONE GmbH, because the customer used the properly obtained results intentionally or negligently in an illegal manner, in particular through illegal and/or false advertising.
8. Warranty and Liability
8.1. StraightONE GmbH's liability and the customer's claims for defects shall be governed by the statutory provisions, unless otherwise specified below. StraightONE GmbH guarantees the proper performance and scientific evaluation of the study. Warranty claims for obvious defects shall only exist if the customer notifies StraightONE GmbH of these in writing two weeks after receipt of the research report and the research results. In the case of non-obvious defects, this period applies from the time the defect is noticed, but no later than three months after the last legally relevant data are disclosed. The warranty period begins upon receipt of the last legally relevant data and is one year.
8.2. StraightONE GmbH doesn't warrant that the data collected, evaluated and analyzed, according to the rules and methods of market and social research, can be commercially exploited by the customer in a specific manner.
8.3. StraightONE GmbH is not liable for damages resulting from, or in connection with the interpretation of the data / results provided by the customer unless there is a breach of duty on the part of StraightONE GmbH as defined in point no. 8.4.
8.4. Claims for damages by the customer against StraightONE GmbH, or its legal representatives or agents or vicarious agents, only exist in the event of culpable injury to life, body or health, a material contractual obligation or in the event of intentional or grossly negligent breach of duty by StraightONE GmbH, its legal representatives or vicarious agents or in the event of fraudulent concealment of a defect in the study.
8.5. In the case of damages caused by negligent violation of essential contractual obligations, StraightONE GmbH is only liable for foreseeable damages typical for the contract. The amount of damages is limited to the total amount of the agreed net remuneration for the respective individual order. Compensation for indirect damages and unforeseeable consequential damages is excluded.
8.6. If claims are asserted against the customer due to alleged violations of obligations by StraightONE GmbH and the customer wishes to take recourse against StraightONE GmbH, StraightONE GmbH must be informed as soon as possible. StraightONE GmbH is entitled to conduct or support the legal dispute. This right of StraightONE GmbH does not affect the customer's rights of defense.
9.1. If the customer defaults in providing the information necessary for performing the study or in providing the necessary documents, StraightONE GmbH is not obligated to comply with the agreed delivery and performance deadlines. If the customer does not meet his obligations to cooperate despite being granted a reasonable grace period by StraightONE GmbH, StraightONE GmbH is entitled to terminate the contractual relationship for good cause and to demand compensation for damages.
9.2. In the event of delayed delivery, StraightONE GmbH is liable only in the event of default. The customer can only assert claims for damages in accordance with point no. 8.
9.3. If agreed delivery deadlines are not met due to delays caused by force majeure, riots, strikes, sovereign measures, lockouts or operational disruptions for which StraightONE GmbH is not responsible, even as a subcontractor, the performance period is extended by the period until the disruption is remedied. StraightONE GmbH will inform the customer of the beginning and end of the disruption. In the event of permanent operational disruptions due to force majeure or permanent operational disruptions for which StraightONE GmbH is not responsible, StraightONE GmbH has the right to terminate the contractual relationship for good cause to the exclusion of any claims for compensation.
10. Product Tests
10.1. The customer shall indemnify StraightONE GmbH from all claims made against StraightONE GmbH or employees of StraightONE GmbH due to damage caused by the product to be tested.
10.2. The customer is responsible for ensuring that all necessary chemical, medical, pharmaceutical or other technical tests / examinations / analyses of the test product have been carried out. He assumes responsibility for ensuring that the product is suitable for the test, and if a check (see above) was necessary has taken place and that no indication was found that the product could cause any damage. The customer is responsible for ensuring that all information required by law or regulation and/or necessary for the use of the product is made available to StraightONE GmbH so that it can be passed on to the test participants.
10.3. Otherwise, the provisions of the Product Liability Act shall apply.
11. Final Provisions
11.1. The place of performance and jurisdiction, if the parties are business people, is Nuremberg.
11.2. The contractual relationship between StraightONE GmbH and the customer shall be governed by the laws of the Federal Republic of Germany, unless otherwise expressly agreed in writing.