Terms & Conditions Norstat Deutschland GmbH

1. Definitions

Unless the respective context requires otherwise, the following terms have the following meaning in these General Terms and Conditions:

Customer: Contractual partner of Norstat Germany, as it results from the offer on which the order is based. If an agency acts on behalf of one of its customers, the agency itself is obliged, unless the intention to act on behalf of its customer results from the offer itself. The agency shall provide evidence of proper authorisation upon request.

Confidential information: any information which is labelled as confidential or which by its nature is to be regarded as confidential, irrespective of the medium used for transmission, e.g. written, text or verbal, with the exception of information (i) which is publicly accessible or (ii) which becomes publicly accessible to third parties through no fault of the other party or (iii) which was already lawfully in the possession of the other party prior to transmission or (iv) the disclosure of which is required by law or (v) the disclosure of which has been expressly permitted by the transmitting party.

Remuneration(s): the amount to be paid by the customer to Norstat Germany as consideration for the provision of the Services, as set out in the Proposal or to be calculated on the basis thereof. The remuneration is exclusive of VAT and any other applicable taxes, fees or charges that may be payable by the customer in connection with the contractual services.

Panelist: a registered panel participant of Norstat Deutschland GmbH.

Offer: the written document summarising the details of the service which Norstat Deutschland offers to provide to the customer on the basis of these General Terms and Conditions. The offer is subject to change and does not constitute a binding offer in the legal sense, but an invitation to customers to submit their customer offer.

Service or service: the service which Norstat Germany is to provide to the customer in accordance with the offer and on the basis of these General Terms and Conditions.

In writing or in written form: includes, with the exception of section 3.3 below (cancellation), the text form (§ 126b BGB) and in particular also fax and e-mail.

IHUT (In-Home Usage Tests): IHUTs are product tests in which panellists receive a product delivered to their home for testing purposes, to which a subsequent survey refers.

2 Performance of Norstat Deuschland GmbH, obligations of the customer

2.1 Norstat Deutschland provides services for carrying out market research studies on the Internet in accordance with market-relevant standards. Decisive for the content and scope of the services to be provided is, always subject to an express, written agreement to the contrary, the offer signed by the customer and confirmed by Norstat Germany where applicable (cf. Section 3.1 below). Norstat Germany is authorised to engage suitable third parties for the provision of contractual services.

2.2 The customer shall provide Norstat Germany at his own expense with all necessary documents or other materials as well as all necessary data or other information relating to the provision of the services (together “materials”) in good time (for example in the case of hosting of the questionnaires by the customer) so that Norstat Germany can provide the service in accordance with the offer. The customer must ensure the accuracy of the information, data and instructions transmitted by him.

2.3 The customer assures not to influence the number of valid answers, in particular in such a way that screen-out questions are placed at the end of a questionnaire in order to achieve a later cancellation of the survey.

2.4 The customer guarantees that the materials provided by him and their utilisation within the scope of this agreement, as well as the proper execution of the order, do not violate any applicable law or rights of third parties of any kind (e.g. industrial property rights, copyrights, personal rights).

2.5 The customer is obliged to immediately check the services and results provided by Norstat Germany. If complaints are not communicated immediately, at least in writing, the service is deemed to have been provided in accordance with the contract.

3. participant information

The Client will not request, collect, track, use or disclose any personally identifiable information related to survey participants. Personal information includes names, addresses, geographic locations, telephone numbers, account numbers, medical information, licence numbers, vehicle numbers, device identifiers, ISP identifiers, machine identifiers, serial numbers, URLs, IP addresses, personal photographic or other identifiable images and any other unique identification number, characteristic or code.

Customer warrants that no personal data will be collected through Customer-customised questionnaires, Customer-set cookies or other Customer actions in connection with the services or products provided by Norstat under these Terms. Any cookies set by the customer on respondents’ devices may only be used to optimise the user experience associated with the survey and not for any other purpose. The Client is responsible for informing Respondents in accordance with applicable legislation about the placement of cookies, the information collected by the cookies and the Client’s use of this information.

4 Conclusion of contract, cancellation

4.1 An offer countersigned by the customer constitutes a binding offer by the customer to purchase the service as described in the text of the offer on the basis of these General Terms and Conditions (“customer offer”). If Norstat Germany begins to execute such an offer, this constitutes an acceptance. The customer waives the receipt of an acceptance of this customer offer. Norstat Deutschland does not accept orders whose order value is not at least € 1,000.

4.2 The dates and deadlines stated in the offer are non-binding as long as they are not expressly confirmed as binding. However, Norstat Deutschland will endeavor to provide the service within the period stated in the offer.

4.3 Each party can cancel an order at any time in writing to the other party with a notice period of at least 7 days. Cancellation for good cause remains unaffected.

4.4 If the Client cancels the Agreement in accordance with clause 3.3, a flat-rate cancellation fee (up to the total price of the Service) will be payable as follows:

• After confirmation of the offer by the customer: 10% of the fee, but at least € 1,000
• After receipt of the questionnaire or transmission of the materials to Norstat Germany, but before the start of the invitation dispatch to the panellists: 50% of the fee, but at least € 1,000
• After the invitation has been sent to the panellists: 100% of the fee, but at least € 1,000
• The flat-rate reimbursement of expenses, which can be demanded according to the above table in the event of cancellation before receipt of the questionnaire, is also due if the customer does not provide the necessary cooperation after conclusion of the contract, even after Norstat Germany has set a reasonable deadline.

4.5 The above fees are also due in the event of cancellation for good cause by Norstat Germany.

5 Pricing, basis of calculation

5.1 The price calculation for Norstat Germany services is determined, among other things, by the factors described below:

5.1.1 Incidence: percentage of the target group in a predefined population. The incidence is predetermined in the offer. If a different actual incidence emerges during the execution of an order, Norstat Germany is authorised to adjust the prices of the remuneration components affected by this at its reasonable discretion (§ 315 BGB). The actual incidence achieved in the field is calculated and determined by Norstat Germany. The incidence is calculated in accordance with the industry standard using the following formula:
Total number of completed questionnaires divided by the sum of all completed questionnaires (“completes”) and all participants excluded in the screening (“screenouts”).

5.1.2 Questionnaire length: Expected time that a respondent will need on average to complete the questionnaire.

5.2 Insofar as remuneration components are calculated on the basis of complete responses, the number of properly completed surveys of panellists (“valid responses”) shall be decisive. A valid response is also deemed to be a questionnaire that is designed by the client, for example by integrating questions shortly before the end of the questionnaire that regularly result in the questionnaire being cancelled (e.g. collection of personal data), with the aim of preventing the proper completion of the survey and thus the recording as a valid response. The customer must prove that such a design does not exist; any doubts shall be borne by the customer.

5.3 If it is established that surveys that are not called up due to a problem for which the contract partner is responsible (server defective, defective landing page, inaccessibility of the customer’s website, etc.) cannot be completed or cannot be counted, Norstat Germany is entitled to invoice during this period on the basis of the agreed price per valid response with the assumed incidence and an average response rate of valid responses of 50%, based on the quantity of e-mails sent.

5.4 If there is an unusually high rate (more than 10%) of cancellations when conducting a survey and this is not due to technical problems at Norstat Germany, a problem with the customer is to be assumed (e.g. technical problem, unclear or too long questionnaire, etc.). Norstat Germany is then entitled to demand an amount of 50% of the otherwise relevant remuneration per valid response for the cancellations incurred, unless the customer proves that the relevant circumstances do not originate from his sphere. The cancellation rate is calculatedaccording to the following formula: Number of dropouts divided by the sum of all dropouts and all completed questionnaires (“Completes”).

5.5 For projects that are not programmed by Norstat Germany and are therefore not carried out on the Norstat Germany server (sample only), the closing of quotas and the overall project must be carried out by the client. Interviews generated in excess of the desired number of cases will be invoiced by Norstat Germany.

5.6 We define cheaters as respondents whose response quality does not allow us to infer the opinion of the respondent from the answers given. For a well-founded suspicion of cheating, it is necessary to prove this response behaviour in different dimensions of the data set; individual moments are not sufficient for this. Norstat Germany replaces or does not charge for justified cases of cheating. The prerequisite for this is a questionnaire design that is appropriate for online surveys and does not encourage such undesirable response behaviour.

5.7 If the remuneration or a remuneration component was offered on a “best effort” basis, Norstat Germany does not guarantee a minimum number of valid responses and only invoices on the basis of valid responses.

6 In-Home Usage Tests (“IHUTs”)

6.1 Irrespective of the respective shipper or manufacturer, full responsibility with regard to shipped products lies with the customer. The customer guarantees Norstat Germany that the respective product, or its use, does not violate the applicable law of the Federal Republic of Germany or other countries in which the survey is conducted or to which the product is shipped. The customer guarantees that the respective product in no way poses a risk to the participant.

6.2 Without prejudice to further rights, Norstat Germany is authorised at any time to refuse or discontinue the implementation of or participation in an IHUT if justified concerns regarding safety, legality or other justified concerns exist or arise.

7 Survey results, utilisation

7.1 The time of delivery and format of data collected for the Client as part of an order, including any processing and structuring (collectively referred to as “Results”), shall be determined in each case in accordance with the order.

7.2 The customer guarantees that he will not use the results received from Norstat Germany unlawfully, in particular that he will not advertise misleadingly using them.

8 Payment

8.1 If the due date of the remuneration or a remuneration component is not expressly determined, the remuneration is due upon conclusion of the contract. The invoice amount is payable to Norstat Germany within 10 days of receipt of the invoice by the customer.

8.2 The customer may only offset claims for remuneration by Norstat Deutschland against undisputed or legally established claims.

8.3 Other reductions or other deductions on the part of the customer are inadmissible.

8.4 Unless otherwise agreed in the offer and provided that there are no delays in the provision of the services for which the customer is responsible, invoicing takes place with the transmission of the results data to the customer. In the event of delays in the provision of the services for which the customer is responsible, Norstat Deutschland may issue the invoice at the time originally envisaged in the offer for the completion of the services.

8.5 Norstat Deutschland is entitled to charge interest on arrears and, if applicable, interest on arrears at the statutory rate until the invoice amount has been paid in full.

9 Data protection and confidentiality

9.1 The parties undertake to comply with the data protection regulations applicable in the Federal Republic of Germany, in particular the GDPR and the Federal Data Protection Act (BDSG). The data protection declaration of Norstat Germany is available at norstat.de/impressum-datenschutzerklaerung/
The parties shall always make every commercially reasonable effort to protect the confidentiality and integrity of the panellist data, but in any case to apply the level of protection applied to their own confidential information and business secrets. In particular, in the event that the customer receives personal data of a panellist from Norstat Germany, the customer hereby undertakes to treat this data as strictly confidential and not to disclose it in whole or in part to third parties or to make it accessible in any other way.

9.2 The customer will in no case contact the panellists again or otherwise without prior written consent from Norstat Germany, regardless of the choice of communication channel and regardless of whether this is done for the purpose of market or opinion research or any other purpose, unless the panellist’s express or, if sufficient, presumed consent has been given to the customer and this has been obtained completely independently of Norstat Germany’s activities for the customer. The customer will under no circumstances attempt to obtain personal data from panellists, either himself or through third parties, in the course of conducting surveys, unless these are collected for the sole purpose of contacting the customer in direct connection with the answers given by him in the course of a survey. Any other use by the customer of the data collected exclusively for the aforementioned purpose is not permitted. The customer guarantees this.

9.3 The customer guarantees to use any personal data received exclusively for the purpose specifically defined in the order, in particular to process it (e.g. dispatch of products for IHUTs). Immediately after the purpose has been achieved or in the event that a panellist withdraws his consent to the use of his data, such data must be completely deleted, all copies destroyed and Norstat Germany must be assured of this in writing immediately upon request. In the event of a (culpable) breach of the above obligations and guarantee, the customer is obliged to pay a contractual penalty of € 10,000 for each individual case. Further claims remain unaffected.

9.4 The parties shall not disclose Confidential Information of the other party. This obligation shall only end two years after termination of this agreement, regardless of the legal grounds, or fulfilment of the order.

10. protection of intellectual property

10.1 Data records: Unless otherwise agreed in the offer, all reports, lists, questionnaires and documents created by Norstat Germany for the provision of the service are the property of the customer and may be made accessible by the customer to its employees or third parties. Data records that were collected by means of pre-screening (i.e. outside of answering the customer’s questionnaire) remain the property of Norstat Germany.

10.2 Forwarding of results: Unless otherwise agreed in the offer, all results and analyses produced as part of the provision of the service are the property of the customer and may be published, quoted, reproduced, copied or made accessible in any other form to the customer’s other employees or third parties as specified by the customer.

11 Limitation of liability, indemnification by the customer

11.1 Norstat Deutschland guarantees that the service will be provided with reasonable care and expertise in accordance with the offer.
Norstat Deutschland is not liable for the correctness, quality or other characteristics of services that third parties provide to the customer in connection with the provision of the service by Norstat Deutschland.

11.2 Norstat Deutschland shall not be liable to the customer for any loss, damage, costs, expenses or other claims attributable to information or data supplied by the customer which was incomplete or incorrect, inaccurate, illegible, in the wrong order, in the wrong format or affected by any other error on the part of the customer.

11.3 Norstat Deutschland is liable in accordance with the statutory provisions insofar as the cause of the damage is based on an intentional or grossly negligent breach of duty by us or one of our legal representatives or vicarious agents.

11.4 Norstat Deutschland is also liable for injury to life, body and health, for guaranteed product characteristics and for fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

11.5 Norstat Germany is also liable for the slightly negligent breach of essential contractual obligations. Essential obligations are obligations (i) the breach of which jeopardises the fulfilment of the purpose of the contract or (ii) which make the proper execution of the contract possible in the first place and on the observance of which the other party may regularly rely. In this case, however, Norstat Deutschland is only liable for the foreseeable damage typical for the contract. Norstat Deutschland is not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

11.6 Insofar as the liability of Norstat Germany is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

11.7 The maximum amount of liability in the case of liability according to clause 10.5 is the amount that the customer has paid to Norstat Germany according to the order, but at least € 1,000.

11.8 The customer shall indemnify Norstat Germany on first demand against any third party claims, damages and costs (including reasonable costs of legal defense and prosecution) which are raised against Norstat Germany in connection with an alleged breach of a guarantee of the customer under this agreement.

12. force majeure

If the non-provision of the contractual service is due to force majeure or other circumstances for which Norstat Germany is not responsible, there is no obligation to perform for the duration of the impediments to performance caused by these events.

13. final provisions

13.1 This agreement and all disputes in this connection are subject to the law of the Federal Republic of Germany, excluding its conflict of law provisions. The exclusive place of jurisdiction is Munich if the customer is a merchant, a legal entity under public law or a special fund under public law. Norstat Germany can also sue the customer at his general place of jurisdiction.

13.2 The confirmed customer offer and these GTC represent the entire agreements made between the parties on the subject matter of the contract. They replace all previous agreements, arrangements, negotiations and discussions between the parties, whether verbal or written.

13.3 Additions or amendments to the agreements, including this written form clause, are only effective if they are made in writing and signed by a legal representative of both parties.

13.4 Any right or remedy of Norstat Germany under the General Terms and Conditions shall be without prejudice to any other right or remedy of Norstat Germany, whether or not provided for in the General Terms and Conditions.

13.5 Should any provision in the agreement between Norstat Germany and the customer be or become invalid, this shall not affect the remaining provisions of the agreements. The parties shall endeavor to replace an invalid provision with a valid provision that comes as close as possible to the economic intent of the invalid clause.