General Terms of Business of GfK GeoMarketing GmbH (GfK GeoMarketing), Werner-von-Siemens-Str. 9, Building 6508 in 76646 Bruchsal, Germany.
As of: 01/10/2007

§ 1 Object of this section

The terms and conditions set out in this section apply to the surrendering of rights to (licensing of) data, above all geo-data (electronic maps) and statistical data, particularly that in the form of databases as well as all types of software and printed matter (e.g., manuals, printed maps and the like).

§ 2 Scope of services, licences

In the absence of any explicit provisions to the contrary, the customer (licensee) acquires a simple, non-exclusive usage right (licence) to the licensed software, licensed electronic maps and / or map data or other databases by way of the licence granted to him.

As far as the scope of the licence granted to the customer is concerned, the data specified in the order / confirmation, in the licence certificate issued by us and the general terms and conditions of licence for software and / or the general terms and conditions of licence for maps, map data and other databases apply.

As far as printed matter is concerned, the customer acquires no copyright usage entitlements whatsoever above all in respect of copying rights unless this has been agreed explicitly in writing. Usage of the printed copies provided and the copyright entitlements automatically connected herewith remain unaffected.

§ 3 Warranty

With regard to the licensed programs and data, we guarantee their suitability for typical or contractually agreed usage in conjunction with the hardware and software required as per the product description given their customary and / or specified configuration.

In the case of significant non-compliance in terms of suitability of usage or considerable deviations from the functionality set out in the program description, we reserve the right initially to remedy the situation within an appropriate period of time by providing patches or updates. Should remedial action be either not possible or take too long, the customer is entitled to either a reduction in the charges raised or cancel the contract.

§ 4 Reservation of title and rights

We reserve the right to any license rights and the title to the data carriers and any other products supplied until all the claims under the license and purchase agreement have been met in full. Until the transfer of the rights the utilization of the software shall be tolerated until revoked on an in personam basis to the extent specified in the license.

If we assert our claims from licenses under reservation of title due to the occurrence of a safeguarding case, the customer must provide us with information about the whereabouts of the original data carriers and any copies it has made, as well as return the original data carriers and delete all other copies.

§ 5 Prices, delivery and payment terms

All prices apply ex works GfK GeoMarketing excluding transport packaging and shipping costs.

Unless otherwise agreed we shall be entitled to payment in advance. In this case we are only committed to issue an invoice effective for fiscal purposes after receipt of payment.

If the delivery is made against invoice, the invoice amount is due immediately without deducting any discounts. The customer shall be in default without a reminder 14 days after the invoice has been issued

Partial deliveries shall be permitted. The agreement shall be deemed partially met unless the customer has no interest in the partial performance alone.

Delivery deadlines are subject to circumstances and events for which we are not responsible ("force majeure") including production stoppages which are not our fault, failure to receive our own supplies in spite of sufficient precautionary measures or surprising strike. If the delivery/performance is delayed for more than 12 weeks the customer can withdraw from the contract. This deadline is shortened accordingly if it would be unreasonable to expect the customer to wait.

§ 6 Disputes about property rights

If a third party asserts a claim against the customer with the accusation that our product infringes copyright laws or other industrial property rights the customer must inform us without delay. We are entitled to instruct the customer in the event of a legal dispute if we release the customer of all claims against it resulting herefrom and at its request provide security for the risk. This shall not apply if due to special reasons it would be unreasonable for the customer to litigate in line with our instructions.

In the event of third parties asserting property rights we are entitled to release our customers of any claims of third parties for the future, also by supplying a modified version of the product with essentially the same functions or subsequently procuring any necessary licenses in so far as this is sufficient to secure the use as specified in the agreement.

If the use as defined by the agreement cannot be attained under reasonable conditions in this way either, both parties are entitled to withdraw from the agreement or to terminate it without notice. We may provide compensation in accordance with the provisions of article 3, Part A of these General Terms of Business.