General Terms of Business of GfK GeoMarketing GmbH (GfK GeoMarketing), Werner-von-Siemens-Str. 9, Building 6508, 76646 Bruchsal, Germany.
As of 2016-03-23
§ 1 Scope
These General Terms & Conditions of Business (GTCB) govern the entire business relationship with our customers. They apply only where the customer is a merchant (§ 14 German Civil Code - BGB), a legal entity under public law or a special asset under public law. Our GTCB apply exclusively.
Differing, conflicting or additional GTCB of the customer shall not apply unless explicitly acknowledged in writing as an element of contract in the case in point. That shall apply even if we render a service unconditionally in knowledge of the customers GTCB.
Individual agreements made with the customer in individual cases shall in any event take precedence over these GTCB.
With any amendment of the GTCB, the version in force upon conclusion of the contract concerned shall apply.
These Conditions in the English version are applicable if the contract was concluded or negotiatet completely or predominantly in English. In all other cases the German Version shall prevail.
§ 2 Binding to offers
Our offers and all information on projects and services are always without obligation unless stated by us or identifiable as binding. The sending of a pre-signed contract shall be deemed a binding offer. To the extent no binding period is indicated, we regard ourselves as bound to any binding offer for one month.
§ 3 Liability
We shall be liable towards the customer for statutory or contractual liability situations in the event of malicious intent and gross negligence and for concealment of any fault with intent to deceive. In cases of normal negligence, we shall be liable only
We provide no guarantee that the contractual output can be commercially analysed by the customer in a particular manner.
The liability limitations set out above shall not apply to claims under the [German] Product Liability Act (Produkt-haftungsgesetz) or to claims under special guarantee commitments or assumption of risk.
The liability limitations set out above shall also apply to the personal liability of our employees, representatives and boards.
Liability agreements made individually shall remain unaffected by the above provisions.
§ 4 Payment terms
If the service is rendered against invoice, the invoice amount is due for payment immediately without deduction of cash discount. Invoice amounts are stated exclusive of value-added tax. Payment shall take place without offsetting or deduction of taxes of any kind. The customer shall be deemed in arrears if it does not remit payment within 14 days of the due date and receipt of the invoice.
A payment is deemed made only when we can finally dispose of the amount, i.e.
Bills of exchange or cheques will only be accepted by special agreement and only by way of fulfilment and shall be deemed payment only when cleared, Discount and direct debit fees are for the account of the ordering party. These are due immediately.
For Invoices concerning international services or deliveries which may be exclusive of VAT, if the VAT-ID of the comercial customer is provided in the invoice, the customer is obliged to notice GfK GeomMArketing of his VAT-ID at the closing of the contract or prior to the invoicing, at the latest three days after notice that the VAT-ID is missing. Does the customer not provide his VAT-ID, GfK GeoMarketing may invoice without regard of the VAT-ID even if this leads to VAT taxation of the invoiced consieration, and may in this case add the VAT to the invoiced amount. If the customer delivers his VAT-ID late, GfK GeoMArketing shall correct the invoice, if legally possible. If the VAT is already paid, the customer shall be liable to the payment of the VAT until the tax is reimbursed to GfK GeoMarketing by the tax autorities. The customer shall be liable to any additional efforts caused by the delay. GfK GeoMarketing shall be entitled to claim appropriate charges for the efforts.
§ 5 Subscription contracts
A subscription contract is concluded for the delivery of the product and the subsequent Updates for a defined term.
If a subscription contract has been concluded it shall apply for a period of 36 months unless agreed otherwise. It shall renew for one further year in each case unless terminated with notice of three months for the end of the contract. The subscription includes delivery of the updates appearing during its term (on average max. 1 p.a.). Any INHOUSE License delivered within the subscription shall apply even after termination of the subscription, other licenses lapse upon termination of the subscription.
The price of the subscription is calculated per annum and is due at the beginning of the contract year concerned.
We reserve the right, upon expiry of the minimum contract term, to increase the price of the subscription. Any such increase shall be announced no later than one month before expiry of the notice period with which the contract can ordinarily be terminated before the price increase goes into effect. The price increase shall be effective as long as the customer continues the contract.
§ 6 Right to withhold and offsetting
Any offsetting against our claim shall be precluded unless the customer’s counterclaim is undisputed or legally enforceable, or based upon a claim arising from a non-cash claim entitling us to deny service or based upon claims to damages from the reciprocal relationship.
Any right of the customer to withhold shall be precluded unless the customer’s counterclaim stems from the same contractual relationship.
§ 7 Obligatory , withdrawal
Our obligation might require delivery from a third party. In case of failure of the the third party through no fault of our own we are entitled to withdraw from the contract with no liability.
Accordingly we are entitled to withdraw in cases of cancellation of a seminar or training due force majeure, e.g. illness or other hinderence of the trainer or instructor.
The withdrawel might be limited to the specific service or delivery, even if it is only a fraction of the performance of the contract, but the service or delivery is not a requirement for the remaining performance, In this case the remuneration or fraction of remuneration for the specific seminar or training is lapsed.
Is it possible to postpone the seminar or training in an equivalent and reasonable manner we are entitled to postpone in this manner, with observance of the interests of the client.
GfK shall not be liable for the delay only if the damage was caused by gross negligence or intent, as long as the avoidance of delay was not the core of the agreed service. This applies in particular to the downtime, frustrated or extra travel expenses or cancellation fees, loss of profit or other damages incurred by the delay.
We are entitled to withhdraw from the contract as well if the customer is under obligation to provide information regarding his financialcircumstances under enforcement of a monetary claim as described in Sec. 807 ZPO or if under insolvency proceedings the trustee refuses to perform the contract (Sec 103 p. 2 InsO) or refusal of a request to open insolvency proceedings is issued due to insufficient debtor’s assets (Sec 26 p. 1 InsO).
§ 8 Choice of law, place of jurisdiction
The contractual relationship is subject to German law. Application of UN purchasing law (CISG) shall be precluded.
Exclusive – also inter
national – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the competent court in Karlsruhe, as long as the customer
We remain entitled at any time to also file suit at the customer’s general place of jurisdiction.
§ 1 Subject of this section
The provisions of this section apply to services, in particular expert opinions, consulting services and projects, resp. project support, in the sense of consulting services (hereinafter “Assignment”) and apply in addition to the provisions of section A.
§ 2 Exclusivity
We remain free at any time to also render the same types of service, analyses or research under the assignment, even concerning the same subjects of research or using the same research methods, for other market participants unless exclusivity has been explicitly agreed on an individual basis.
§ 3 Remuneration
In cases of doubt, our general hourly and daily rates, or where necessary the remuneration usual on the market, shall apply to services agreed and rendered without the level of remuneration having been explicitly agreed.
Payment is due as agreed with the order.
If with the particular ordern o specific agreement on payment was made, payment shall be due immediately after performance and delibvery of the invoice. An appropriate advancement may be claimed fort he services and/or deliveries to be performed in the next six weeks. Instalments für partial service or delivery shall due, if no other specific agreement on partial delivery and payment was made, immidiately after any delivery and/or service for which a specific instalment can be numeralized, even if only as a fraction of the whole service or delivery and remuneration. The fraction shall be calculated out of the efforts for the fraction of performance in relation to the efforts for the complete performance.
If the customer cancels services pursuant to § 649 BGB, the fee shall be due pro rata for partial services already rendered, in cases of doubt based upon the expenses or working days already incurred. For services not rendered, the fee shall be due with the proviso that a flat rate of 50% shall be deducted for saved expenses and use elsewhere of the resources except where either party can demonstrate that these are higher or lower.
§ 4 Expenses, travel costs and outlay
In addition to the remuneration, the necessary and reasonable expenses, travel costs and other outlay incurred within the context of carrying out the assignment shall be reimbursed.
Unless agreed otherwise, the travel costs policy enclosed as an attachment to these General Terms & Conditions of business, including the flat rates mentioned there, shall apply. To the extent no provision has been agreed there, the reasonable costs actually incurred and demonstrated shall be reimbursed.
§ 5 Conduct of assignment
We carry out the assignment to the best of our knowledge according to a modern state of knowledge and methodology and the generally accepted technical standards.
Should it transpire after award of the assignment (conclusion of contract) that the service to be rendered by us, to the extent it involves the analysis of an objective situation (e.g. site or market analyses) resp. research for methodological reasons (e.g. determination of data of a target group), for reasons that neither the customer nor we could have foreseen and represented, cannot be carried out, we shall inform the customer forthwith. If neither party can find a methodological solution to the problem, both parties shall be entitle to give the assignment back as infeasible. In this case, services or partial services already rendered shall be paid for.
We shall be allowed to award sub-contracts in fulfilment of our tasks. We affirm that the required confidentiality is assured when awarding sub-contacts.
§ 6 Cooperation
a) Coordination and contact persons
For appropriate coordination of any cooperation (project) required to fulfil the assignment, the customer on the one hand, and we on the other hand, shall appoint at least one firm contact person for the project. The legally relevant communication takes place solely between those contact persons and must be adequately documented. This shall not detract from the possibility to agree technical and organisational details at a clerical level.
b) Assistance by the customer, consequences of delayed assistance or failure to assist
To the extent fulfilment of the assignment requires assistance by the customer, this must take place in the form necessary and on a timely basis. A schedule should be drawn up for assistance and fulfilment of the assignment.
If assistance is not provided or provided too late or poorly, or where an addendum or amendment of the service is ordered, the schedule for the project shall be extended without separate agreement by the time necessary using reasonable resources, also through the replanning. The additional time and the new schedule shall be notified to the customer without undue delay. As long as the customer does not object to the notification forthwith, as a rule within one week, it shall be assumed that the extension determined in the notification represents the objective delay to the project. We may demand the agreed remuneration, and where nothing in particular has been agreed, reasonable remuneration for significant additional expense through the change of the service or additional expense incurred through poor or late assistance or assistance not provided.
If any assistance necessary is not rendered, or the manner in which the assignment is fulfilled is contrary to the customer’s expectations, or other difficulties arise, this shall be notified forthwith to the contact person of the other party. If the problem has nonetheless not been resolved within a reasonable notice period, as a rule one week, after that notification, that shall be reported to the senior management of the other party. The management teams shall have one week’s time to solve the problem.
Any rescission or other dissolution of contract or other legal measures shall be permitted only after these notifications and expiry of the notice periods mentioned except where delay would entail a risk. The statutory conditions for legal measures, in particular the requirement to set notice pursuant to § 281 BGB, shall remain unaffected.
§ 7 Rights of title and use
Except where agreed otherwise, title to the material produced when carrying out the assignment – data media of all kinds, questionnaires, other written documents etc. – and the data produced, shall remain with us. To the extent title is intended to transfer to the customer, that shall take place only after satisfaction of all our claims under the contract relationship concerned. To the extent these documents relate to investigations for the purpose of scientific market and social research, the anonymity of the respondents or test persons may not be put at risk by any such agreement.
Rights of use under copyright law to the output and materials provided shall pass to the customer only to the extent necessary to achieve the purpose of contract; the right to publication remains reserved unless explicitly agreed otherwise in the contract concerned or essential to its purpose.
Without our prior permission, the output and materials may not be forwarded, duplicated, printed or stored in documentation and information systems of any kind, processed or disseminated, including in the form of excerpts and/or for purposes of advertising, as information for customers of our customer or for press publications. To the extent the results are provided to the customer in the form of a database, these provisions shall not apply as long as it concerns merely insignificant parts of that database.
§ 8 Retention requirements
Except where explicitly agreed otherwise, we undertake to retain documents for a period of one year and data media for a period of two years after completion of the assignment.
§ 9 Confidentiality
Both parties undertake to treat all information identified or apparent as confidential and exchanged on both sides within the context of the assignment as strictly confidential and to use it only for the purposes of the assignment. Employees shall be obliged accordingly. This obligation applies even beyond the end of the assignment. This shall not apply to such information for which the other party can demonstrate that it was known to it before being received or was in the public domain before being received or came into the public domain after being received without the receiving party having been responsible therefor.
Information for which a legal or official duty of disclosure exists shall be excepted from this provision.
§ 10 Use of the results
With our services we support the customer in its business decisions. We assume, however, neither the responsibility for the decision nor the business risk ensuing. To the extent the results of our service form the direct basis of a business decision that may entail a loss exceeding the liability defined in section A or any individually agreed liability limits, it is a matter for the customer to inform us of and quantify those risks. It may be possible to cover those risks through a special insurance policy.
The results of our services are available to the customer for internal use only unless we have consented to them being forwarded in full or in part to certain third parties or to their publication for defined editorial purposes or for defined advertising purposes. Forwarding may be made contingent upon other requirements being met.
Competitive comparison publications naming our company or using our logo are permitted only with our explicit prior permission and after we have released the specific text to be published.
To the extent statements or individual passages of any research, analysis, expert opinion etc. carried out by us are intended to be used for advertising purposes, the relevant texts, text elements, data, tables, graphics and/or illustrations must be agreed with us beforehand.
Subject to paramount statutory / administrative regulations or court decisions, use of results developed and/or determined by us ahead of procedures of a legal form (e.g. court procedures, arbitration procedures, official procedures) without our prior written consent is forbidden.
If the customer intends to quote, in full or in part, from analysis or research reports or other documents prepared by us within the context of the assignment, those quotes must be identified as such and name us thereby as the author of the research report. To that extent, the generally accepted rules of scientific work and the provisions of copyright law shall be applied.
The customer indemnifies us for all claims asserted against us because the customer has used the results obtained in an orderly fashion deliberately or negligently in an unlawful or misleading manner, especially through unlawful and/or misleading advertising.
§ 1 Subject of this section
The conditions of this section apply to the provision (licensing) of data, in particular geodata (electronic maps) and statistical data, especially in the form of databases, as well as all forms of software and printed materials (e.g. manuals, printed maps etc.).
§ 2 Scope of service, licences
Except where explicitly agreed otherwise, the customer (licensee) by the grant of the license acquires a simple, non-exclusive right of use (licence) to the licensed electronic maps resp. map data or other databases.
The information on the purchase order/confirmation, of the licence certificate issued by us and our General Conditions of Licensing (section D of these General Terms & Conditions of Business) apply to the scope of the licence granted.
The customer acquires no rights of use whatsoever under copyright law, and in particular no right to duplicate (copying permission) unless explicitly agreed to that effect. Use of the printed copies provided, and the copyright authorisations inevitably associated with that, remains unaffected.
§ 3 Warranty
With regard to the licensed programs and data, we warrant their suitability for the typical or contractually presupposed use in combination with the hardware and software required in accordance with the product description in the usual or specified configuration.
In the event of serious deficiencies or serious deviations in function from the program description, we reserve the right to first improve them within a reasonable period through subsequent delivery or delivery of a patch or update. If such improvement is not possible, or not within a reasonable period, the customer remains entitled to reduce the price or rescind the contract.
§ 4 Title and reservation of rights
We reserve any and all rights of use and title to the data media and other goods delivered until full satisfaction of all claims from the licence resp. purchase contract. Until passage of the rights, use of the software under the law of obligations in the scope defined in the licence shall be tolerated until revoked.
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, terms of delivery and payment
Prices apply ex our warehouse and are stated exclusive of any taxes, packing and shipping costs.
Unless agreed otherwise, we are entitled to cash in advance. In that case, we shall be obliged to issue an invoice for tax purposes only upon receipt of payment.
Partial deliveries are permitted. To that extent, the contract shall be deemed partially fulfilled except where the customer cannot reasonably be expected to accept a partial delivery.
Delivery dates are stated subject to circumstances and events beyond our control (“force majeure”) including business interruptions arising through no fault of our own, failure of our suppliers to deliver despite sufficient care or sudden strikes. Should the delivery/service be delayed through force majeure for more than 12 weeks, the customer may withdraw from contract. This period shall be shortened accordingly when the customer cannot reasonably be expected to wait for particular reasons.
§ 6 Disputes regarding intellectual property
If the customer is held liable by a third party with the allegation that our product infringes copyright or other industrial property rights, the customer shall be obliged to inform us forthwith. We shall then be entitled to give the customer instructions for any legal dispute as long as we hold the customer harmless in return for all claims arising against it and, at the request of the customer, provide sufficient security for that risk. This shall not apply when the customer cannot reasonably be expected to litigate based on our instructions for particular reasons.
In the event of third parties asserting protective rights, we shall be entitled to hold the customer harmless for any claims of that third party in the future also by delivering a modified version of the product with largely the same functionality or by retroactively procuring the licences required to the extent doing so ensures use in accordance with contract.
If use in accordance with contract cannot be achieved in this manner under acceptable conditions, both parties shall be entitled to withdraw from contract or terminate without notice. This shall not detract from the possibility of mutual severance of the contract.
§ 1 Licence type
As licensor of software and data, GfK GeoMarketing transfers to the licensee the right of use apparent from the relevant agreement/purchase order/confirmation. In cases of doubt, only a non-exclusive right will ever be transferred.
If a purpose of use has been defined individually, use is permitted only for that purpose. If a computer program has been defined there for the data provided, with which the data are to be used, or where the data are licensed together with a computer program, use is permitted only with that program. Not permitted in that case is unintended reading of the raw data by that program in use as intended and circumvention of the protection against direct copying of the vector graphics shown.
In cases of doubt, the licence has the licence scope of a Single User INHOUSE LICENCE pursuant to §§ 2 and 6 of these licensing conditions.
§ 2 Single – and Multi-user licence
Unless specified otherwise, or where the licence is identified as such for one user, the licence applies to one user, i.e. for use of the software resp. data on the workstation of one person. Workstation is one computer (PC) or terminal or one user environment (user account or account) segregated by the operating software of the respective computer. Where multiple users can regularly access a workstation when being used as intended, a licence is required for each user working with the program. This shall also apply if the users cannot work with the program simultaneously except in cases where one user is absent permanently or for several days and is replaced permanently or for that time by another user. If the licence is identified as a multiple licence or a licence for multiple users, use is limited to the established number of users. Any rental, leasing of lending of the programs or documents, is prohibited. The same applies to any sub-licensing not in accordance with the terms & conditions of use.
§ 3 Second installation
By way of exception, the licensee shall be entitled within the context of a licence for one workstation to install a second installation on a mobile device/laptop, or to work on the workstation by remote access via a network, as long as that second installation or the remote access is available exclusively to that user within the meaning of § 2.
§ 4 Updates and upgrades
If the product is identified as an update or upgrade, it may be used only in combination with an existing licence. The update or upgrade licence represents only an extension of the existing licence and permits use only within its limits.
§ 5 Use as intended
If not specified otherwise, the licence with regard to the software applies to use as intended, in particular creation of analog and digital materials supported by the software.
Not permitted without a separate licence is the automated processing of output from the software via its interfaces, and in particular for the purpose of reading the source data or generating dynamic graphics. Also not permitted is the unintended reading by the software when being used as intended of data, and in particular the reading of the geodata and statistical or other raw data, especially under circumvention of the protection against direct copying of the vector graphics presented. Any modification or decompilation of the software, and in particular removal of copyright notations, names, brands, marks or other forms of identification or corporate design elements typical to GfK GeoMarketing is prohibited.
This shall not affect the right to create interoperability of independently produced computer programs pursuant to § 69 e German Copyright Act (UrhG) and the right to test pursuant to § 69 d (3) UrhG.
The licensor must be informed of measures carried out to create the possibility of use as intended. To the extent it can reasonably be expected to do so, the licensee shall be obliged to take the measures then recommended by the licensor, including use of a patch or update made available by the licensor.
With respect to data provided, the licensee shall be entitled to edit the data within the context of §§ 2, 3 and the following provisions and use them and other proprietary data, texts or other content to create documents of its own. In direct connection with the maps generated using the map data of the licensor, those documents shall include the notation “Map data courtesy of GfK GeoMarketing” and in direct connection with maps, illustrations etc. generated with other data of the licensor the notation “Data courtesy of GfK GeoMarketing” to the extent that information is not already included in the graphics generated.
Modification or other use relevant to copyright law (in particular duplication, distribution, making available to the public) of the basic data outside normal use to create own documents, and in particular conversion of the licensed data into other formats and the removal of copyright notations, names, brands, marks or other forms of identification or corporate design elements typical to GfK GeoMarketing beyond the scope of the licences specified below is prohibited.
Also prohibited are,
§ 6 INHOUSE Licence
If the licence acquired is identified as “Inhouse Licence” or unless otherwise agreed, the documents created pursuant to § 5 may only be duplicated for company-internal purposes and only made accessible internally. Any further distribution or making the documents created publically available, and in particular forwarding to third parties, commercial sales or publication in magazines, books or other forms as own work, requires a special licence.
Documents containing a significant portion of the data provided in terms of type and scope, may only be created, duplicated or made available via an internal network beyond the workstation in a form in which the reading of the licensed basic data of the graphics or presentations generated, and in particular of vector data, is impossible.
§ 7 CONSULTANT Licence
A Consultant licence can be acquired as a licence to be agreed with the licensor or in addition to an existing licence. Above and beyond the provisions of § 6 this allows the licensee to distribute documents created in fulfilment of a specific assignment (project) to the respective customers and to make them accessible to those customers of the licensee during an agreed period of use of the Consultant Licence. Unless agreed otherwise, the period of use of the Consultant Licence amounts to 12 months from the date of ordering. This applies to documents containing a significant portion of the licensed basic data (raw data) in terms of type and scope in a form in which the reading of the licensed basic data of the graphics or presentations generated, and in particular of vector data, is impossible.
The licensee’s customers may be granted the right to duplicate the documents for internal purposes or make them accessible, but not to prepare derivatives, further distribute the documents or make them publically available.
The licence certificate names the projects to which the licence relates or the number of them. If a licence key has not already been assigned to each project in the licence certificate, GfK GeoMarketing may demand that the licensee subsequently assigns a project to each licence key provided and upon submission of any document produced by it assigns it to the project concerned. Otherwise, the provisions of §§ 5 and 6 shall apply.
§ 8 PUBLISHING Licence
Within the scope agreed individually, the “PUBLISHING Licence” allows own documents created by the licensee using the licensed data to be published, distributed and made publically available.
§ 9 NFR Licence
If a Not-For-Resale resp. NFR Licence is acquired from GfK GeoMarketing, it is limited in time to the duration of the underlying contract or purpose. If provided free of charge, the licence is subject to the condition subsequent of revocation by GfK GeoMarketing being possible at any time. GfK GeoMarketing may revoke the licence in the sense of a right of use – thus in this case also where the underlying contract or purpose continues to exist. Any obligations ensuing from the underlying relationship to (again) grant the licence, desist from revocation or pay compensation for damages shall remain unaffected. The licensee undertakes to make use only as provided for in the underlying agreement resp. for the underlying purpose and, in cases of doubt, only for demonstration or sales purposes and to dispose of neither the licence nor the data media with the software or data acquired to third parties.
§ 10 Test/demo version
If a copy of the software or data is provided for testing or demonstration purposes, resp. as “Test/Demo-Version”, same is not associated with the granting of a right of use, but only acceptance of use for the purposes concerned for the agreed or a reasonable period, which can be revoked at any time.
§ 11 ASP/BI Licence
Any use in an ASP or BI system requires a separate licence to be agreed individually.
ASP stands for “Application Service Provider”; this is a service provider that offers an application (e.g. an ERP system) for exchange of information via a public network (e.g. the Internet) or a private data network.
Business Intelligence (BI) means methods and processes for systematic analysis (collection, evaluation and presentation) of data in electronic form.
§ 12 Third party products
To the extent the licence relates to software/data stemming from third parties and included in the product, the provisions provided in the annex(es) apply in addition. If software or data delivered with the products from GfK GeoMarketing are subject to “Open Source” licences, these terms & conditions shall not apply to those software or data. Rather, the licensing conditions of the Open Source licence provided as an annex or given with the software/data shall apply. With Open Source, GfK GeoMarketing is the licensor only to the extent GfK GeoMarketing holds rights to the Open Source product. If third-party software or data are included in or delivered with a product licensed by GfK GeoMarketing, this is apparent by the labelling of the data medium, on the packaging and/or in the product description.
If use of the licence is agreed within the context of a subscription contract, the right of use shall be limited in time to the duration of that subscription. This shall not apply to the INHOUSE Licence, which remains valid indefinitely after the end of the subscription.
§ 14 Integration and OEM licences
Any right to duplicate the software or data for provision to a third party, solely or in a package with own software, data or hardware may only be derived based upon an Integration or OEM licence as provided for in a separate licence certificate or a written licence agreement.
§ 15 Production licences
If a third party integrates or modifies the software or data into a derived product of its own, it may create effective licences to that product only based upon a separate production licence issued in writing by GfK GeoMarketing.
§ 16 Copies, backups
Within the context of the permitted use, the licensee shall be entitled to make the necessary copies.
This applies in particular also to a backup copy of the installation files and normal backups of the system on which the software is operated or the data processed, but not to availability on multiple computers for alternating use.
Upon termination or resale of the licence, and at the end of any tolerated use (Test/Demo Version), all copies remaining with the licensee must be deleted. In the case of not directly executable, integrated backups of the installed files (Images) this shall apply only in the case of the executable system being restored. The backup copies may only be made accessible internally to the extent necessary.
In this case, the licensee undertake to confirm deletion in writing to GfK GeoMarketing on request and, in cases where there are justified doubts concerning full deletion, furnish further evidence that the deletion in the aforementioned sense has taken place completely.
§ 17 Termination of the licence
The licence granted may be subject to immediate termination for serious reasons. Serious reasons are, in particular, any grave violation of the limits of the right of use granted, any prohibited distribution or making available to the public of copies of the software or any other prohibited dissemination. All rights of use granted shall lapse in such cases.
§ 18 Transfer or rental of the licence
If the licence is transferred, to the extent it was not granted by special agreement bound to a purpose or project, without the permission of GfK GeoMarketing within the area in which exhaustion of the copyright pursuant to § 69c (3) UrhG has occurred, it passes to the acquiring party as provided for by law,.
Specific agreements not to pass licences on or resell them remain unaffected. If any such agreement is breached, the transfer as mentioned above may be effective in terms of copyright law, but have negative consequences under contract law.
Renting software or data out always requires a special licence.
1. Rail journeys:
For rail journeys in Germany, the normal 2nd class fare including the reservation charges payable for the journey concerned will be charged, without accounting for any rebates, such as the “Bahncard” or corporate discounts.
For rail journeys the fare in a class appropriate to the purpose of the journey will be charged accordingly.
2. Journeys with company or rental cars
A flat rate of €0.55 per driven kilometre will be charged for all car journeys, but with a minimum of €80 per day, to the extent the costs actually documented do not exceed that flat rate.
3. Air travel
The actual expense will be charged for air travel.
Unless otherwise agreed, Economy Class will be used on nonstop flights with a pure flying time of up to 5 hours. Business Class may be used on nonstop flights with a flying time of more than 5 hours.
4. Hotel accommodation
The costs for a medium-class hotel for business travellers, including breakfast, will be charged. If the local hotel standard differs significantly from the central European standard, the standard shall apply that comes closest to the central European medium-class standard.
5. Other costs
The reasonable costs actually incurred will be charged for other costs (taxis, local public transport).
6. Subsistence allowance
No subsistence allowance is charged.
Australian dataset is partially based on ABS data which is used with permission from the Australian Bureau of Statistics <www.abs.gov.au>.
Brazilian dataset is partially based on geodata of the Brazilian open data portal <www.dados.gov.br>.
Canadian dataset is partially based on data of the Open Government portal <http://open.canada.ca>.
Danish dataset contains data from the Danish Geodata Agency, DAGI - Danish Administrative and Geographical Boundaries, Matrikelkortet / The Cadastral Map and Kort10 (vector), all April 2015 <http://download.kortforsyningen.dk>.
Estonia dataset is partially based on Estonian Land Board data 01.07.2014 <http://www.maaamet.ee>.
German dataset is partially based on geodata of
(I) Bayerische Vermessungsverwaltung <www.geodaten.bayern.de>
(II) Landesamt für Geoinformation und Landesentwicklung Baden-Württemberg <www.lgl-bw.de>
(III) Senatsverwaltung für Stadtentwicklung und Umwelt Berlin <www.stadtentwicklung.berlin.de>.
Iceland dataset is partially based on data from National Land Survey of Iceland <www.lmi.is>.
Poland dataset is partially based on data of the Centralnego Ośrodka Dokumentacji Geodezyjnej Kartograficznej <www.codgik.gov.pl>.
Portuguese dataset is partially based on Instituto Geográfico Portugues data <www.igeo.pt>.
Romanian dataset contains public information under the Open Government Licence v1.0 <http://data.gov.ro/dataset/unitati-administrativteritoriale-08-06-2015>.
Slovenia dataset is partially based on Statistical Office of the Republic of Slovenia data <www.stat.si>.
South African dataset is partially based on data of
(I) Municipal Demarcation Board: <www.demarcation.org.za>
(II) National Geospatial Information: <www.ngi.gov.za>.
Switzerland dataset is partially based on geodata of Swiss Federal Office of Topography <www.swisstopo.admin.ch>.
United Kingdom dataset contains OS data © Crown copyright, Royal Mail data © Royal Mail copyright and Database right, and National Statistics data © Crown copyright and database right <https://www.ordnancesurvey.co.uk/business-and-government/products/opendataproducts.html>.
A. Additional Provisions with respect to the MultiNet® data of Norway only.
Licensee is prohibited from using the MultiNet® data of Norway to create general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority. (Any Value Added Product of the MultiNet® data of Norway shall be regarded as similar to the basic national products of the Norwegian Mapping Authority if such Value Added Product has a regional or national coverage, and at the same time has a content, scale and format that are similar to the basic national products of the Norwegian Mapping Authority.)
B. Additional provisions with respect to the Municipal Boundary layer of the MultiNet® Administrative Areas Licensed Product:
Licensee shall not use the Municipal Boundary layer of the MultiNet Administrative Areas product to create or derive applications which are used by third parties for the purpose of tariff, tax jurisdiction, or tax rate determination for a particular address or range of addresses.
C. Additional provisions for Premium Points of Interest (the “POIs”):
Licensee specifically agrees that it shall not:
Following restrictions will apply to usage of the POI Licensed Products for Internet Applications:
“Internet” means a free to consumer delivery of transactions, and shall be comprised of (a) electronic map images including, but not limited to, jpeg, gif, tif, pdf, bit-mapped or raster images; (b) any Geocoded addresses displayed as icons on the Map Display; and (c) Route information between addresses provided to End Users as text Directions and/or highlighted on the Map Display combined with third party business listings marketed by Licensee on the Internet. The Internet cannot be used with a Sensor, as a Navigation System, as a commercial application, or as an In-Vehicle Component.
Following restrictions will apply to usage of the POI Licensed Products for Enterprise Data Usage:
“Enterprise Data Usage” means internal usage within corporations for analysis purposes. The Licensed Products will not be incorporated into a Value Added Product and will not be redistributed in any way. Only employees of the enterprise will have access to the data.
Following restrictions will apply to usage of the Brand Icon component:
Licensee agrees that the use of the Brand Icon component is subject to the terms and conditions set forth in this Agreement and that there may be additional third party terms, conditions and restrictions to which the use of the Brand Icon component will be subject and which will be provided to the End User from time to time in the product release notes.
D. Additional Provisions with respect to 3D Landmarks Licensed Product (the “3D Landmarks”):
Licensee agrees to include as soon as practically possible, but no later than the first new release of the Value Added Product following Licensee’s receipt of any 3D Landmarks, any copyright notices related to the display of such landmarks on every Value Added Product and in the “about box” of the Value Added Product.
Notwithstanding the aforementioned, TomTom has the right to decide, at its sole discretion, to remove specific 3D Landmarks in subsequent releases of the Licensed Products. In such case, Licensee will remove those 3D Landmarks from the Value Added Product as soon as practically possible, but not later than the first new release of the Value Added Product following Licensee’s receipt of the Update to the Licensed Product. TomTom shall not be held responsible for any possible damages, costs or expenses incurred by Licensee related to such removal of a 3D Landmark by TomTom from the Licensed Product or failure to remove a 3D Landmark by Licensee from the Value Added Product.
F. Additional Provisions with respect to the data for China:
Licensee agrees that any Licensed Product which contains data of China may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. China data may not be exported from China.
G. Additional Provisions with respect to the data for India:
Licensee agrees that any Licensed Product which contains data of India may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. India data may not be exported from India.
H. Additional Provisions with respect to the data for Korea:
Licensee agrees that any Licensed Product which contains data of Korea may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. Korea data may not be exported from Korea. Data cannot be shipped to End Users in an open format (such as ESRI shapefile).
I. As of the Effective Date, the following restriction applies to the Licensed Products:
The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed Product cannot be used for bulk mailing of items through the Canadian postal system. Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly contained in the Value Added Product and shall not be extractable. Canadian Postal Codes cannot be displayed or used for postal code look-up on the Internet, nor can they be extracted or exported from any application to be utilized in the creation of any other data set or application.
J. Additional Provisions with respect to Enterprise Traffic.
Licensee specifically agrees that it shall not: (i) store the data for more than twenty-four (24) hours on Licensee’s servers; (ii) broadcast or make Enterprise Traffic available except to authorized End Users; and (iii) use the feed or information received via the feed for historical data purposes (including but not limited to collection or analysis).
K. Additional provisions with respect to the Local Points of Interest North America Licensed Product:
It is expressly prohibited to use the Local Points of Interest North America for (a) telephone call routing related applications; (b) screen pop applications, (c) CD-ROM director of other derivative directory product; (d) verification services; (e) caller name services; and (f) online marketing lead verification services. The Local Points of Interest North America cannot be licensed to the following companies, their commonly owned companies or aliases: Acxiom, Accudata, Allant, Alliance Data, eBeureau, Equifax, Experian, Knowledgebase Marketing, ChoicePoint, Harte-Hanks, Infutor, Donnelley Marketing, infoGroup, Trans Union, Transaction Network Services, and LexisNexis.
Following restrictions will apply to usage of the Brand Icon component:
Licensee agrees that the use of the Brand Icon component is subject to the terms and conditions set forth in this Agreement and that there may be additional third party terms, conditions and restrictions to which the use of the Brand Icon component will be subject and which will be provided to the End User from time to time in the product release notes.
L. Additional provisions with respect to the Speed Profiles, Enterprise Traffic, and any other traffic related Licensed Product:
Neither the Data nor the Licensed Products such as Speed Profiles or Enterprise Traffic or any derivatives thereof shall be used for the purpose of enforcement of traffic laws including but not limited to the selection of potential locations for the installation of speed cameras, speed traps or other speed tracking devices.
M. Copyright Notices.
Licensee shall conspicuously display each applicable then current copyright notice for the Licensed Products on the initial splash screen during the software installationincluded in the storage medium, , in the “Help/About” section, in the operator’s manual, , for each Value Added Product that is based upon:
1. MultiNet®. As of the Effective Date, the copyright notice is: “Data Source © <current year> TomTom”; and,
in addition, “based on”:
2. MultiNet® North America:
As of the Effective Date, the copyright notice is: “© 2006 – 2012 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection and other intellectual property rights owned or licensed to TomTom. TomTom is an authorized user of selected Statistics Canada computer files and distributor of derived information products under Agreement number 6776. The product is sourced in part from Statistics Canada computer files, including 2010 Road Network File (RNF), 92-500-G and 2006 Census Population and Dwelling Count Highlight Tables, 97-550-XWE2006002. The product includes information copied with permission from Canadian authorities, including © Canada Post Corporation, GeoBase®, and Department of Natural Resources Canada, All rights reserved. The use of this material is subject to the terms of a License Agreement. You will be held liable for any unauthorized copying or disclosure of this material.”
7. MultiNet® Administrative Areas:
As of the Effective Date, the copyright notice is: “© 2006 – 2012 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection and other intellectual property rights owned or licensed to TomTom. TomTom is an authorized user of selected Statistics Canada computer files and distributor of derived information products under Agreement number 6776. The product is sourced in part from Statistics Canada computer files and 2006 Census Population and Dwelling Count Highlight Tables, 97-550-XWE2006002. The use of this material is subject to the terms of a License Agreement. You will be held liable for any unauthorized copying or disclosure of this material.”
8. Local Points of Interest North America:
As of the Effective Date, the copyright notice is: “© 2006-2012 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection, database right protection and other intellectual property rights owned by TomTom or its suppliers. Portions of the POI database contained in Local Points of Interest North America have been provided by Localeze. The use of this material is subject to the terms of a license agreement. Any unauthorized copying or disclosure of this material will lead to criminal and civil liabilities.”