General Terms of Business of GfK GeoMarketing GmbH (GfK GeoMarketing),
Werner-von-Siemens-Str. 9, Building 6508 in 76646 Bruchsal, Germany

As of 2009-07-23

§ 1 Object of this section

The terms and conditions set out in this section apply to services, particularly in the form of independent reports, and projects and/or project assistance in the sense of support services.

As far as the content and scope of the services to be rendered by us are concerned, this is laid down exclusively by the relevant individual contracts in the absence of any such stipulation in these Terms and Conditions of Business.

§ 2 Offers, investigation proposals

As a rule, our offer is always submitted to the given interested party in written form, containing details of the remit, the services to be provided in order to fulfil the remit and the time required for service provision as well as the nature and level of remuneration.

The given interested party receives the offer exclusively for the purpose of deciding on order placement in respect of the service(s) offered. In the absence of any agreement to the contrary, its content may only be published in part or in full or forwarded to third parties with our written consent.

To the extent that the customer by way of his order is pursuing such interests as are unclear from the investigation remit or are not obvious to us, he undertakes to point this out to us. In such cases, the given customer is then obliged to disclose in writing his intentions and interests in respect of the remit concerned.

Exclusivity in respect of certain types of analysis, product areas, objects of investigation or investigative methods and other services is not granted by us unless it is explicitly agreed in writing.

To the extent that exclusivity is agreed, the duration of it and any additional fees to be raised in connection with it are to be stipulated. In the event that an outline agreement exists and the offer we are to submit is supposed to exceed the scope of that set out in the outline agreement and the customer has not determined the scope of the offer, we undertake to notify the customer prior to offer submission as to which scope we consider necessary for preparing special investigation documents and which fee is payable in such cases.

No changes can be made to the remit after conclusion of the contract unless we confirm them in writing.

§ 3 Remuneration

As a rule, the remuneration quoted in the offer includes all the services required and offered by us for the purposes of fulfilling the contract.

Any services above and beyond those offered required by the customer are subject to additional remuneration.

Any additional costs incurred for which we are not responsible and any such additional costs as could not be foreseen at the time of order placement even though appropriate care was taken, can be charged separately if they can be justified objectively and are clearly recognisable as such for the customer and are incurred on his behalf. This also applies in cases where the costs are not the responsibility of the customer.

The agreed level of remuneration serves the funding of the orders; this is why down payments are required, as a rule. In the absence of any written provision in this connection, fees amounting to less than € 10,000.00 are due immediately upon order placement while in the case of fees amounting to € 10,000.00 and more, 50 % of the due payment is payable upon order placement, a further 30 % in the middle of the term of order and the remaining 20 % when the results of the order are supplied.

In addition to the agreed remuneration, any statutory value-added tax payable and flat-rate travelling expenses set out in the offer are charged separately.

§ 4 Execution of order

We carry out the order to the best of our knowledge and in accordance with modern findings and practice as set out in
§ 1 of this section.

Should we ascertain after order placement that the given service, to the extent that it concerns the analysis of a matter (e.g. location or market analysis) and / or an investigation (e.g. determination of target group data), cannot be carried out for such methodological reasons as neither you nor we could foresee or for which neither you nor we are responsible, we undertake to inform you accordingly without delay. Should both contracting parties be unable to find a methodological solution to the problem, we are entitled to return the order to the customer due to the fact that it cannot be executed.

Any assistance with the investigation and monitoring of its execution and the results thereof on the part of the customer must be set out in a separate agreement. Should additional costs be incurred thereby, they are payable by the customer.

In order to fulfil our remit, we are entitled to appoint sub-contractors to carry out various tasks. In appointing sub-contractors to carry out certain tasks, we assure the customer that the required level of confidentiality will be maintained.

If the customer demands that a certain sub-contractor be appointed, we are not liable for the correctness, completeness or quality of the given sub-contractor's work unless a breach of duty is committed as defined in § 3 of Section A.

§ 5 Cooperation (projects)

For the purposes of assuring the professional coordination of the cooperation (project) needed to fulfil the remit, at least one contact person should be appointed by you and one by us specifically for the project concerned. Any legally relevant communication should occur between the given contact persons and be appropriately documented. The option of coordinating technical and organisational details directly between the staff immediately responsible for the area concerned remains unaffected by this.

To the extent that the customer's assistance is required in order to fulfil the given remit, this must occur in an appropriate form and in good time. A schedule should be drawn up detailing the assistance required and remit fulfilment. In the event that an assisted service is not provided at all or provided too late or poorly, or an addition or amendment is requested by the customer, the project flow schedule will be extended without any special agreement being necessary by the amount of time needed to apply the appropriate tools to carry out the measures concerned. The extension to the schedule and the corresponding new schedule will be notified to you without delay. The assumption is made herewith that the extension stipulated in the notification corresponds with the objective delay in the project to the extent that the customer does not object to the notification without delay i.e. within one week, as a rule. Should significant additional costs be incurred due to the amendment to the required service or due to the assisted service not being provided at all
or provided poorly or too late, we are entitled to raise the agreed charges.

Should the necessary assistance not be provided or should the nature of remit fulfilment not comply with the customer's requirements or should other difficulties arise, the contact person of the other contracting party should be notified to this effect without delay. If, within an appropriate period (one week, as a rule) following notification, the problem still remains unsolved, the management of the other contracting party should be notified accordingly. The two managements should then be given one further week to solve the problem. Cancellation of contract or other legal measures are only admissible after the given notification has occurred and the deadlines quoted have elapsed unless the resultant delay constitutes a risk or danger. The statutory requirements for legal measures, above all that in respect of setting deadlines in accordance with § 281 BGB (German Civil Code), remain unaffected.

§ 6 Copyright entitlements, ownership rights and access provision duties

We are entitled to all rights as set out in the Copyright Act. The customer's copyright entitlement in respect of the documents he has drawnup remains unaffected.

In the absence of any provision to the contrary, ownership of the materials needed for execution of the given remit - data storage media of all types, questionnaires, other written documents, etc. - and the data gathered therein lies with us.

To the extent that these materials and documents are relevant to investigations carried out for scientific and social research purposes, the anonymity of the respondents or test persons may not be compromised by way of such an agreement.

We undertake to store documents for a period of one year and data storage media for a period of two years following the supply of the investigative report, in the absence of any explicit provision to the contrary.

Both contracting parties are obliged to treat any information mutually exchanged in connection with remit fulfilment in the strictest confidence and to use it exclusively for the purpose of executing the order concerned. The members of staff of the contracting parties must also be informed of their obligation to comply with this requirement. This obligation also applies for the period following the completion of remit fulfilment. It does not apply to such information as was demonstrably known to the other contracting party prior to its receipt, was publicly known prior to its receipt or was accessible to the public after its receipt, provided the receiving party was not responsible for this.

§ 7 Usage of results

With the services we provide, our aim is to support our customers in their business-related decision-making processes. However, in so doing,we do not make the actual decisions nor do we assume the entrepreneurial risks involved. To the extent that the results of the service we provide form the immediate basis on which a business-related decision is made, via which damage can be incurred in excess of those liability limits defined in Section A, it is the customer's responsibility to notify us of the risks concerned and to put a value on them. If necessary, the given risks can be covered by an insurance policy specially designed for such coverage.

The results of our services are placed at your disposal for internal usage purposes only unless we agree to your full or partial forwarding of the results to certain specific third parties or their publication for certain specific editorial purposes or certain specific promotional purposes, or we release them on the grounds of copyright entitlements or ownership rights. Unless we give our prior consent, the results may not be copied, printed, stored in documentation or information systems of any type, processed or distributed for promotional purposes, for forwarding to third parties or publication. To the extent that the results are supplied to the customer in database form, the above rules do not apply provided they merely constitute a minor part of the given database.

Publications featuring comparisons with competitors, in which our company is named or logo is used are only admissible with our explicit consent once we have released the concrete text to be published.

In the event that findings from investigations, analyses, reports and the like prepared by us are to be used for promotional purposes, the texts, text sections, data, tables, graphics and/or illustrations concerned must submitted to us for prior approval.

The customer must then obtain our approval for the release of the concrete promotional items.

The usage of results prepared and / or determined by us in the run-up to legal proceedings of any form (e.g. court action, arbitration proceedings, regulatory procedures) is prohibited without our prior written consent in the absence of priority provisions to the contrary in the form of statutory requirements, administrative legislation or court decisions.

Should you wish to quote in full or in part from analysis or investigative reports that we have drawn up in connection with the given remit, the quotes must be identified as such and we should be mentioned by name as the author of the report concerned.

The customer undertakes to exempt us from any claims that may be asserted against us on account of the customer having used the results obtained properly and orderly in a wilfully or negligently illegal or misleading way particularly in the case of illegal and / or misleading advertising.