GENERAL TERMS AND CONDITIONS

 

 

I. GENERAL PROVISIONS AND SCOPE

 

These General Terms and Conditions (GTC) apply to all current and future business relationships between ARGUS DATA INSIGHTS Deutschland GmbH (contractor) and the client/customer. They apply only to legal transactions that serve the commercial or independent professional activity of the customer. They do not apply to customers who are consumers in the sense of §13 BGB [German Civil Code].

 

 

 

II. TYPE AND SCOPE OF THE SERVICE

 

1. Order placement

 

Orders can be placed in writing, electronically or using a web form. The order is concluded when the customer has received a confirmation in text form in which the nature and scope (topic, media circles, fees, etc.) of the order are precisely described. The customer undertakes to examine the information carefully and to contact the contractor immediately in case of deviations.

 

 

2. Termination and term

 

2.1 The termination of orders is possible with a notice period of three months at the respective end of the monthly billing period; at the earliest at the end of the minimum term. Termination must be given in text form.

 

2.2 The right to extraordinary termination for good cause remains unaffected.

 

2.3 The minimum term of an order for media monitoring is twelve months.

 

 

3. Order processing

 

3.1 All deliveries – including electronic delivery – are made at the risk of the customer. The customer bears the resulting shipping costs. In the event of non-delivery due to force majeure, no claims for compensation can be asserted.

 

3.2 There is no entitlement to delivery on nationwide public holidays and public holidays in the states of Berlin and Brandenburg. Such delivery only occurs with a separate additional agreement.

 

 

4. Media monitoring

 

4.1 The media received by the contractor from the day the order is placed will be evaluated, regardless of the date of publication. The contractor reserves the right to change the content of its media programme at any time. Significant changes to the media programme by the contractor shall be communicated to the customer.

 

4.2 Results are provided within the price group booked. The customer can change the content of the order (topic, number of keywords, range of media, etc.) within the price group at any time during the contractual period by informing the contractor of this by 2 p.m. on the day before the change is due to take effect. The change to the order will take effect the next working day once it has been confirmed in writing. The customer must provide additional confirmation of any changes that mean a higher price group is applicable.

 

 

5. Media resonance analysis

 

The contractor endeavours to adhere to the expected preparation date communicated with the order confirmation. In the event that this date is exceeded, a default is present only if the customer has set a reasonable grace period. The media clippings that are available for the period of analysis, which the customer provides either no later than five working days before the agreed preparation date or which originate from a media monitoring order issued in parallel by the customer, will be processed. The integration of delivered media clippings after placement of the order requires a comprehensive revision of the result. This will take place for an additional fee. The clippings underlying the analyses shall be made available to the customer on request. For periodical media resonance analyses, the customer may change the nature and extent of their order subject to charges. The change will take effect upon written confirmation.

 

 

6. Optimisation of customer results and tracking software

 

In order to optimise customer results, tracking software is used for digital ARGUS DATA INSIGHTS products. By using the digital ARGUS DATA INSIGHTS products, the customer confirms that they agree to this.

 

 

7. ARGUS DATA INSIGHTS platforms

 

7.1 The customer is given access to digital ARGUS DATA INSIGHTS products showing the latest information about the search results based on a single-user licence linked to a specific person.

 

7.2 Any previews provided are for information only. Any use beyond simple viewing requires a separate licence. Content is only available for the period specified by the licence.

 

7.3 The client will be provided with a username and password by the contractor for the use of the ARGUS Portal. In order to use other digital ARGUS DATA INSIGHTS products, users must register with their personal email address and set up a password. The client is obliged to protect the username and password against unauthorised access by third parties. For security reasons, the password must be changed at least every three months. If the username or password is lost, the contractor must be informed immediately.

 

7.4 The client has the option of uploading its own files to the ARGUS Portal. The use of this option by the client requires that copyrights, property rights, industrial property rights and contractual or other rights of third parties are not violated. The client is obligated to obtain the appropriate rights if necessary and to observe the corresponding license agreements – especially the permissible residence time.

 

 

8. ARGUSflat

 

8.1 In order to ensure that ARGUSflat commissioning is up to date, the contractor is entitled, in cases where the media attention exceeds three times the usual reporting volume or three times the reporting volume in comparable cases, to exclude individual media from the search, to limit the search to particular media forms, or to restrict these modalities. For this purpose, redefining correlations and excluding search terms in terms of content are also permitted. The client does not have a claim for particular sources to be included.

 

8.2 The contractor reserves the right to amend its media programme at any time.

 

8.3 Radio and TV recordings can be saved for a maximum of 30 days. Clips of radio and TV programmes cannot be provided after this period has elapsed.

 

 

 

9. AUGURE for Microsoft Teams

 

9.1 The customer is given digital access to Augure for Microsoft Teams showing relevant media contacts, enabling the customer to import his own media contacts, edit and send relevant communication Augure for Microsoft Teams.

 

9.2 We grant the Customer the non-exclusive and non-transferable right to use our App within the scope designated in this contract for the duration of the contract. Use of our app is intended solely for people entitled to do so as part of a contract between the contractor and the customer who have received express authorization from the customer (e.g. employees of the customer).

 

The client is not allowed to:

• Circumvent technical limitations in the App
• Reverse engineer, decompile, or disassemble the App, unless permitted by law
• Create additional copies
• Make the app available to others for the purposes of copying, renting, lending or leasing the App

 

9.3 The app is reliant upon interactions with applications, websites and other services (‘third-party services”) and third-party devices. Installing and using the app requires an installed Microsoft Teams Application and a Microsoft Account. The app’s functions are dependent on a working broadband internet connection. The contractor is not responsible for the existence or quality (bandwidth) of the internet connection.

 

9.4 The Customer will be provided with a username and password by the contractor for the use of Augure for Microsoft Teams. The Customer is obliged to protect the username and password against unauthorised access by third parties. For security reasons the password must be changed at least every three months. If the username or password is lost the contractor must be informed immediately.

 

9.5 The client has the option of uploading its own files to the media contact database in Augure for Microsoft Teams. The use of this option by the client requires that copyrights, property rights, industrial property rights and contractual or other rights of third parties are not violated. The client is obligated to obtain the appropriate rights if necessary and to observe the corresponding license agreements – especially the permissible residence time.

 

 

III. CONDITIONS | PAYMENT

 

1. The agreed package prices apply. Changes are reserved and will take effect with a notice period of six weeks after notification. In the event of a price increase, the client is entitled to an extraordinary termination right. This must be exercised within four weeks after notification of the price increase. The termination will take effect only at the point in time in which the price increase takes effect. Invoices are generated monthly from the start of the order; for single orders for analyses invoices are generated after the preparation of the materials. For repeat services, invoices are due for the first time two weeks after the contract has been concluded and, in the following months, they are due immediately on receipt by the 3rd of the month with no discounts. The contractor is authorised to submit invoices in electronic form only. The prices are exclusive of the statutory value added tax. Failures due to unforeseen events, force majeure or strike do not release from the obligation to pay the basic charges.

 

2. If the contractor uses separately invoiced services of third parties for the customer, the contractor is entitled to pass on increases in the purchase prices to the customer.

 

3. If the client is in arrears with the payment of outstanding claims, the contractor is entitled to block access to the digital ARGUS DATA INSIGHTS platforms and other services and to withhold deliveries.

 

4. If the customer is in default of payment for more than 3 weeks, the contractor is entitled to terminate the contract without observance of the deadline. The right to assert further claims due to default in payment remains unaffected.

 

 

 

IV. COPYRIGHT | OBLIGATIONS OF THE CUSTOMER

 

1. Copyright

 

The contractor shall make available the clippings/recordings on the basis of corresponding license agreements and/or within the framework of existing copyright laws. These license agreements and laws stipulate that the clippings/recordings may only be used for internal documentation purposes and for other proprietary use within the meaning of § 53 of the Copyright Act [Urheberrechtsgesetz]. The client is therefore only permitted to usage within this scope. This also applies to clippings/recordings that are supplied as part of analyses.

 

In general, the contents of international media monitoring are also intended for internal use only. The contractor is responsible for handling media monitoring and, if necessary, licensing with international partners in the respective countries. This excludes cases in which foreign licence holders demand direct contact or a separate agreement between the client and the licence holder.

 

Clippings supplied electronically for use in press reviews, provided that these originate from the available media portfolio of PMG Presse-Monitor GmbH (PMG), require a corresponding agreement between the client and PMG Presse-Monitor GmbH (PMG), in addition to the agreement with the contractor.

 

The maximum retention period for all extracts provided through the available PMG Presse-Monitor GmbH (PMG) media portfolio is 28 days. Once this period has elapsed, the article is deleted in its entirety from ARGUS DATA INSIGHTS platforms. The customer is also obligated to delete any saved articles.

 

Upon request, the contractor is entitled to notify PMG, on request, of the name of the client who receives electronic delivery of articles. The scope and content of the order may also be communicated.

 

 

 

2. Obligations of the customer

 

After receiving the clippings/recordings as well as when placing proprietary articles and files, the customer itself is responsible for compliance with and observance of copyrights, property rights, intellectual property rights and compliance with other rights of third parties and is solely liable for violations of these rights committed by it. The customer undertakes to indemnify the contractor as well as its legal representatives and employees from claims of third parties based on violations committed by the customer. In addition to claims for damages, this indemnification also covers the entire costs of legal action and legal defence.

 

 

3. Data protection obligations of the customer

 

3.1 The customer is responsible for the monitoring of and compliance with data protection regulations. This applies in particular to personal data provided for the transmission of information.

 

3.2 The customer is aware that the processing of this personal data is necessary for the transmission of information for the fulfilment of the contract. The contractor shall not process this personal data beyond what is necessary to provide information for the fulfilment of the contract.

 

 

 

V. COMPLAINTS, WARRANTY, LIABILITY AND STATUTE OF LIMITATIONS

 

1. Complaint, warranty

 

1.1. Media monitoring

Due to the impossibility of completely excluding human error in media research, a guarantee of completeness cannot be assumed. The contractor also assumes no responsibility for the researched online articles still being available on the Internet at the link specified at the time of the client’s request.

 

1.2. Media resonance analysis

The client must report a faulty media resonance analysis in writing within 14 days of receipt. In the event of a justified complaint (more than 5% faulty coding with media resonance analyses), the contractor has the right to rectify the defect within a period of ten days after receipt of the contested media resonance analysis. If the correction in the form of subsequent rectification fails, the client can demand a reasonable reduction in the remuneration. Further warranty claims are excluded. The content and the degree of the textual and graphic interpretation as well as the textual formulation are not part of the warranty. Due to the impossibility of completely excluding human error in the media research and the coding of a media resonance analysis, no warranty can be given for the completeness of the media resonance.

 

1.3. ARGUS DATA INSIGHTS platforms

The contractor provides 24/7 access to the digital ARGUS DATA INSIGHTS products, 365 days a year. In the event of failures, the contractor shall strive for fast recovery. The contractor shall aim for 99% availability of the Portal in relation to the calendar year. Nevertheless, there is no legal claim on the part of the client to uninterrupted access. The client is responsible for a plausibility check for the use of the data provided via the ARGUS DATA INSIGHTS platfomrs. In the event of unusual deviations, the contractor must be requested to confirm this before using this data. Metadata for active customers of the ARGUS Portal is kept for a maximum of two full calendar years, unless otherwise expressly agreed. Meta data is available for a maximum of 28 days on all other digital ARGUS DATA INSIGHTS products.

 

1.4 AUGURE for Microsoft Teams

The contractor provides 24/7 access to Augure for Microsoft Teams app, 365 days a year. In the event of failures, the contractor shall strive for fast recovery. The contractor shall aim for 99% availability of the Portal in relation to the calendar year. Nevertheless, there is no legal claim on the part of the client to uninterrupted access. The client is responsible for a plausibility check for the use of the data provided via Augure for Microsoft Teams. In the event of unusual deviations, the contractor must be requested to confirm this before using this data.

 

1.5 The contractor assumes no responsibility for the content of the media provided.

 

1.6 The contractor accepts no liability for the unrestricted accessibility of the article in the provided links. Additionally required rights for this purpose shall be requested by the customer itself. If it is not possible for the contractor to deliver articles in fact or due to legal restrictions by third parties, the customer is not entitled to demand delivery.

 

1.7 The contractor is liable only in cases in which a quality is missing, the existence of which was guaranteed and in case of intentional and grossly negligent behaviour. In cases of simple negligence, the contractor is liable only for injury to life, limb and health or if material contractual obligations have been violated. In these cases, however, the contractor is not liable for indirect damage, such as extra effort or lost profit. The limitations of liability also apply to legal representatives and vicarious agents of the contractor.

 

1.8 If the occurrence of force majeure leads to an interruption of services, the parties shall be released from their obligations under this contract for the period of interruption of the work. If, in the event of force majeure, the provision of services is permanently prevented in the long term,the parties are entitled to terminate the contract. Claims for damages are excluded. Force majeure includes in particular the following events: war, orders from higher authorities, sabotage, strikes and lockouts, natural disasters, pandemics, geological changes and impacts.

 

1.9 Each contracting party shall be required to provide the other party notice with full details as soon as a case of force majeure occurs. In addition, the parties have to advise on appropriate measures to be taken.

 

1.10 Data transmitted by the contractor to the customer will be scanned for viruses and other malware. Nevertheless, no guarantee can be assumed for freedom from viruses and malicious programmes. The customer is therefore obliged to carry out its own inspection beforeaccepting the data.

 

1.11 Non-essential data losses occurring due to OCR conversion are not a defect.

 

 

2. Limitation period

 

Claims against the contractor become statute-barred within one year from the time the claim arises. If the contractor is liable due to intent, gross negligence or fraudulent concealment of a known defect, the statutory provisions shall apply.

 

 

 

VI. JURISDICTION | APPLICABLE LAW | CHANGE OF GTC | MISCELLANEOUS

 

1. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention are not applicable.

 

2. The place of performance is the registered office of the commercial branch of the contractor. The place of jurisdiction is Berlin.

 

3. Changes to these General Terms and Conditions will be announced to the client in text form. If the client communicates with the contractor by electronic means, the changes can also be transmitted in this way if the type of transmission allows the client to save or print the changes in a readable form. They shall be deemed approved if the client does not object in writing or by the agreed electronic means. The client must send the objection to the contractor within six weeks after notification of the changes.

 

 

Last updated: 04/2024