These General Terms and Conditions (GT&Cs) govern all present and future business relations of ARGUS DATA INSIGHTS Deutschland GmbH (contractor) and the customer. They only apply for transactions which serve the commercial or self-employed professional activities of the customer. They do not apply for customers who are consumers in terms of Section 13 of the German Civil Code (BGB).
1. Placement of assignments
Assignments can be placed in writing, electronically or by fax. The assignment comes into effect after the customer has received a written confirmation in which the type and scope (topic, media circles, fees etc.) of the assignment are listed in detail. The customer commits to carefully check the details and to contact the contractor immediately in the event of incorrect information.
2. Term and termination
2.1 The minimum term of an assignment in the area of media monitoring is two months.
2.2 Assignments can be terminated with a notice period of 14 days to the end of the relevant monthly accounting period. Notice of termination must be made in writing.
2.3 The right to terminate the assignment without notice for important reasons shall remain unaffected of this.
2.4 The customer agrees to accept clippings which have been researched until the order deadline for up to three weeks after the
end of the contract period. The costs for these clippings are included in the final invoice.
3. Execution of the assignment
3.1 All provided services – including electronic delivery – are carried out at the risk of the customer. The customer bears the costs incurring for delivery. If a service cannot be delivered due to force majeure, no claims for compensation can be asserted.
3.2 Where electronic delivery has been agreed, the customer is obligated to ensure that the required means of reception and networks are available.
4. Media monitoring
4.1 The media received by the contractor upon commencement of the assignment will be analysed – regardless of their release date. The contractor reserves the right to change the contents of its media program at any time. Substantial changes to the media program of the contractor will be communicated to the customer.
4.2 During the term of the assignment, the customer can change the contents of the assignment (topic, number of keywords, media circle, etc.) at any time by notifying the contractor by 2.00 pm on the day before the change. The change of the assignment will then be realised on the following working day after written confirmation. The change does not apply for any clippings already under production.
5. Media resonance analysis & press summaries
The contractor strives to meet the expected completion date specified in the assignment confirmation. If the completion date is not set, the contractor will only be in default if a reasonable grace period has been set. The contractor will use the media clippings available at the time of the preparation of the press summaries or during the analysis period and which are either directly supplied by the customer or are obtained from a parallel media monitoring assignment placed by the customer. The integration of media clippings after preparation of the assignment requires an extensive reworking of the result and will be charged extra. The clippings used for the analyses and press summaries are provided to the customer at request. For periodic media resonance analyses or press summaries, the customer can change the type and scope of the assignment for a fee. The change will come into effect with the written confirmation.
6. Optimisation of customer results and tracking software
A tracking software is used to optimise the customer results on the ARGUS portal. By using the ARGUS portal, the customer declares its consent.
7. ARGUS Portal
7.1 Access to the ARGUS portal, on which current information on the search result is published, is made available to the customer as a single user licence.
7.2 Previews published on the ARGUS portal are for information purposes only. Any use beyond viewing requires a separate licence.
7.3 The customer can upload own files to the ARGUS PORTAL. The use of this option by the customer requires that copyrights, ownership rights, industrial property rights as well as contractual and other rights of third parties are not violated. The customer is obligated to – where applicable – obtain the relevant rights and comply with the relevant licence agreements – in particular with regard to the permitted dwell time. The customer is provided with a user name and a password by the contractor for using the ARGUS portal. The customer is obligated to protect the user name and password from the unauthorised access of third parties. The password must be changed every three months for reasons of safety. If the user name or password is lost, the contractor must be notified immediately.
8. RTM Real time monitoring
The customer can set-up search agents for online and social media contents. The hits are published on the ARGUS portal. An editing of the hits by the contractor is not conducted. The required software is provided to the customer by ARGUS DATA INSIGHTS Deutschland for use and remains exclusively on the server of the contractor. The contractor can restrict the underlying source base at any time without specification of grounds. Changes to and the processing of the search agents is carried out at the risk of the customer. Deleted search agents are not stored by the contractor and cannot be restored.
1. The prices listed on the price list valid at the time of the assignment placement are deemed agreed. The right to carry out changes is reserved; changes will come into force within 4 weeks after notification. In the event of price increases, the customer is entitled to terminate the contract without notice This right must be exercised within 2 weeks after notification of the price increase. The termination will become effective only when the price increase comes into force. Invoices are prepared on a monthly basis starting at commencement of the assignment, and in the event of one-off assignments for analyses or press summaries after completion. Any credit amounts will be set off separately at the end of the relevant accounting period. Invoices are due immediately after receipt and without deduction. The prices are plus statutory VAT. The delivered clippings/ recordings, analyses and press summaries remain the property of the contractor until the relevant invoice has been finally settled. Failure to deliver due to unforeseeable events, force majeure or strike does not release the customer from the obligation to pay the basic fees.
2. If the customer is in default with the payment of claims, the contractor has the right to block the access to the ARGUS portal and retain deliveries.
3. In the event that the customer is in default of payment for more than three weeks, the contractor is entitled to terminate the contract without notice. The right to assert further claims due to default shall remain unaffected by this.
The contractor provides the delivered cuttings/recordings on the basis of the relevant licence agreements and/or within the scope of the existing copyright laws. The licence agreements and laws govern that the delivered cuttings/recordings may be used only for in-house documentation purposes and other personal use in accordance with Section 53 of the Copyright Act. The customer is therefore only permitted use within the above scope. This also applies for cuttings/recordings which are delivered within the scope of analyses and/or press summaries. Electronically delivered cuttings additionally require a corresponding agreement of the customer with the PMG Presse-Monitor GmbH. At request, the contractor may disclose to PMG the name of the customer who receives the electronically delivered articles licensed via PMG. Also the scope and contents of the assignment may be disclosed.
2. Obligations of the customer
Upon receipt of the cuttings/recordings as well as upon uploading own articles and files, the customer is responsible for the compliance with and observation of copyrights, intellectual property rights and the observation of other third-party rights and holds sole liability for any infringements of these rights it commits. The customer commits to indemnify the contractor and its legal representatives and employees from any third-party claims, resulting from infringements committed by the customer. Apart from damage claims, the release from liability also includes the total costs incurring for prosecution and defence.
3. Obligations of the customer under data protection law
3.1. This applies in particular also to any personal details which are provided for the transmission of information. The customer is responsible for the monitoring of and compliance with data protection regulations. This applies in particular also to any personal details which are provided for the transmission of information.
3.2. By placing the assignment, the customer gives its express consent to the collection, processing and use of the provided personal details by the contractor.
1. Complaints, warranty
1.1. Media monitoring
As it is not possible to entirely exclude human failure in the field of media research, completeness of the data cannot be guaranteed. The contractor also assumes no responsibility that the researched online articles are still available on the Internet at the time the provided link is called up by the customer. The customer is obligated to check the received cuttings immediately. Also, the customer is obligated in case of events which raise the expectation of an increased media attention within the scope of the research assignment of the customer, to immediately check on the free ARGUS portal whether the number of detected clippings exceeds the expectations. Where the quantity exceeds the expectations of the customer, the customer – provided that it wants to reduce these clippings in future – is obligated to immediately contact the contractor in order to adjust the research assignment accordingly. All cuttings detected up to the adjustment will be charged.
In the event that the customer receives deficient and wrong cuttings which do not correspond to its assignment specifications, this must be contested within 14 days after receipt of the delivery. The complaint must be made in writing and the relevant cuttings must be returned. Contested clippings which have been changed by the customer (labelled, cut or similar) will not be recognised as complaints. In case of justified complaints, the costs of the clipping will be refunded to customer in the next invoice. If supporting documents are lacking and claimed from the customer, a follow-up research will be carried out. If the follow-up research is unsuccessful, the incurring research costs will be borne by the customer. Further warranty claims are excluded. Where the customer notifies the contractor with regard to additional – not yet delivered – cuttings, there is a right of subsequent delivery within 4 weeks after publication date.
1.2. Media resonance analysis & press summaries
The customer must report a deficient media resonance analysis or press summary in writing within 14 days after receipt. In case of a justified complaint (for media resonance analyses: over 5 % incorrect coding), the contractor has the right to rectify within a 10-day deadline after receipt of the contested media resonance analysis. If the rectification fails, the customer may demand a reasonable reduction of charges. Further warranty claims are excluded. Contents and extent of the interpretation of texts and graphics as well as the phrasing are not covered by the warranty. Due to the impossibility to entirely exclude human failure with regard to the cuttings used for the media research and the coding of the media resonance analysis or press summary, the completeness of the media resonance analyses and press summaries cannot be guaranteed.
1.3. ARGUS Portal
The ARGUS portal is provided by the contractor on a 7/24/365 basis. In the event of downtime, the contractor will strive to restore normal operations as soon as possible. The contractor strives to provide a 99 % availability of the portal for the calendar year. All the same, the customer has no legal claim to a continuous access. When using the data provided on the ARGUS portal, the contractor is obligated to carry out plausibility checks. In the event of unusual deviations, the contractor must request a confirmation before using this data.
1.4. RTM Real time monitoring
The RTM results are not edited. For this reason, the accuracy and completeness of the results is not guaranteed. Missing contributions do not constitute grounds for a complaint. Availability is not guaranteed. The information provided refers only to the time of provision. The contractor reserves the right to change, limit or cease to offer the services if this is required due to a change of the legal framework conditions or the terms of the copyright holders.
1.5. The contractor is not responsible for the contents of the provided media.
1.6. The contractor shall only be liable in cases in which a guaranteed property is lacking as well as in the event of intentional and grossly negligent behaviour. In cases of simple negligence, the contractor will only be liable for loss of life or damage to limb and health or if material contractual obligations have been violated. In such cases, it will however not be liable for indirect damage, e.g. extra costs/work or loss of profit. The limitations of liability also apply for the legal representatives and agents of the contractor.
1.7. Where the occurrence of force majeure causes the provision of the services to be interrupted, the parties will be released from their obligations hereunder for the period of interruption. If the provision of services is permanently and completely impeded due to force majeure, the parties are entitled to terminate the contract. Damage claims are excluded. In particular the following events are deemed force majeure: war, dispositions by the authorities, sabotage, strikes and lockouts, natural disasters, geological changes and impacts.
1.8. Both contracting parties are obligated to report the occurrence of force majeure to the other party in detail and without delay. In addition, the parties must consult on which adequate measures can be taken.
1.9. The data transmitted from the contractor to the customer will be checked for viruses and other malware. All the same, it cannot be guaranteed that the data is free of viruses or malware. For this reason, the customer is obligated to run own scans upon receipt of the data.
Claims asserted against the contractor will expire within one year from the time the claim arises. Where the contractor is liable for cases of intent, gross negligence or the fraudulent concealment of a deficiency known to it, the statutory provisions will apply.
1. The law of the Federal Republic of Germany applies. The regulations of the UN Sales Law are excluded.
2. Place of performance is the commercial office of the contractor. Place of jurisdiction is Berlin.
3. Changes to these General Terms and Conditions will be communicated to the customer in writing. Where the customer communicates with the contractor by electronic means, the changes can also be submitted electronically if the transmission method enables the customer store or print the changes in a legible form. The changes are deemed approved if the customer does not object to them in writing or – where agreed – by electronic means. This consequence is specifically pointed out to the customer upon notification of the changes. The customer must submit any objections to the contractor within six weeks after notification of the changes.
Last updated: 08/2017
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