General Terms of Business of GfK GeoMarketing GmbH (GfK GeoMarketing),
Werner-von-Siemens-Str. 9, Building 6508 in 76646 Bruchsal, Germany.
As of: 23/07/2009

§ 1 Area of applicability

These General Terms of Business control the entire business relations with our customers. No other general terms of business shall apply unless expressly approved in written in individual cases.

In the event of any changes to these General Terms of Business the version valid on conclusion of the agreement shall apply.

§ 2 Commitment to offers

Our offers and all data relevant to projects and services are subject to alteration at all times, as is data relevant to prices to the extent that these are not explicitly designated by us as being binding. A contract does not become valid before we have accepted your order.

§ 3 Liability

We shall be liable to the customer for statutory or contractual liability cases outside the material contractual obligations only if we can be proven guilty of intent or gross negligence, and if concerning primary contractual obligations also for simple negligence.

In the case of simple negligence our liability shall be limited to the replacement of the typical damage or any damage foreseeable by us. The amount of damages shall be limited to the total net annual payment agreed for the respective individual order. Restitution for indirect damage or unforeseeable consequential damage shall be excluded.

The statutory liability in the event of injuries to life, body or health, the liability in line with the provisions of the product liability law and the liability from special guarantee assurances or acceptance of risk shall remain unaffected.

If we ourselves are not liable any rights which we are entitled to against third parties shall be assigned to the customer on request.

We shall not be liable for damage resulting from or in connection with the interpretation of the supplied data / results by the customer, unless we have violated our obligations through intent or gross negligence.

§ 4 Terms and conditions of payment

Should the given service be provided against payment by invoice, the amount invoiced is due in full immediately without any deduction. The customer is considered to be in default of payment if payment has not been made within 14 days of the date of invoicing without any reminders being required.

Payment is not considered to have been made before we can fully dispose of the amount concerned, i.e. when the amount has been credited to our account in case of payment via bank transfer, when a credit note has been issued by the post office, UPS or some other courier in the case of goods or software supplied via cash on delivery (COD) or when a cheque has been honoured by your bank in case of payment by cheque. Bills of exchange or cheques will only be accepted with our prior consent, only for debt fulfilment purposes and are not considered as payment before they have been honoured by the banks concerned. Any discount and collection charges are payable by the party ordering. We assume no liability whatsoever for the timely presentation of the items concerned.

We are initially entitled to offset any payments received against any older receivables that may exist vis-à-vis the customer even if the instructions given stipulate the contrary. Should any default of payment on the part of the customer last longer than 30 calendar days, should he allow bills of exchange or cheques to assume protest status or should insolvency proceedings be initiated in respect of his assets, we are entitled to claim immediate payment of all receivables vis-à-vis the customer, to withhold all deliveries and services and to assert all rights arising from our reservation of ownership and/or usage rights.

The customer is not allowed to offset any counterclaims he may have unless the counterclaims concerned are undisputed or have already been judged to be legally valid by a court. The customer is not entitled to any rights of distraint unless the given counterclaim derives from the same contractual relationship.

Our receivables cannot be offset against those of the customer unless the latter receivables have been declared to be legally valid or have been accepted as such by us.

§ 5 Applicable law, place of jurisdiction

This contractual relationship is subject to the law of Germany. The application of the UN right of purchase is excluded.

If the customer is a commercial trader as defined in the HGB (German Commercial Code) or acts as such or as a corporate entity subject to public law or special assets subject to public law, the place of jurisdiction for all claims in connection with the contractual relationship is the relevant court in Karlsruhe, Germany competent for dealing with the matter concerned. However, we are at all times entitled to take legal action against the customer at his general place of jurisdiction.