Terms and conditions
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TERMS & CONDITIONS
yStats.com GmbH & Co. KG provides its services exclusively to contracting partners and users of its website according to Sec. 14 German Civil Code (“you”) subject to the following Terms and Conditions. By visiting our website, shopping at the online store provided by yStats.com, or placing an order offline for any of our products, subscriptions and services, you acknowledge that you are bound by the following Terms and Conditions, which are, unless explicitly agreed upon otherwise in writing, the entirety of the “Contract”, as defined in 1.1, between yStats.com GmbH & Co. KG and you. Terms and Conditions are subject to change at any time without prior notice, based on the discretion of yStats.com GmbH & Co. KG, the most current of which are readily available on our website.
We herewith contradict any terms and conditions of purchase by our customers which will not become part of the Contract.
1.1 The following terms and conditions apply to our entire contract (the “Contract”) between yStats.com GmbH & Co. KG (hereinafter also referred to as “we” or “us”) with our customers regarding (i) the purchase of our reports both on- and offline, (ii) custom research services, (iii) full access subscriptions, (iv) searchable online database of statistics (the “Online Database”) and (v) any other contracts between us and our customers executed with reference to these terms and conditions (any reports and other services and products which we may make available to the customer under a Contract hereinafter the “Products”).
1.2 Agreements contrary to these terms and conditions require our express written confirmation. Deviations between these terms and conditions and the contents of the Order Form will be accepted if and only if expressly agreed upon by both our customer(s) and us in writing, limited to the case of custom research orders, at which point the contents of the Order Form shall prevail.
2. REPORT AND FULL-ACCESS SUBSCRIPTION OFFERS & ORDERS
2.1 With respect to the purchase of our Market Reports, purchase can be made either online or offline.
2.2 Our homepage contains information about pricing, acceptable payment methods and product brochures. To purchase a Market Report directly from our online shop, simply click ‘Add to Cart’, then ‘Proceed to Checkout’, where registration and payment details can be entered. As soon as payment is processed successfully, you will receive an Invoice via email and the Report will be available online for download.
2.3 To purchase a Market Report offline (not via the online shop) simply print the Report Order Form from the appropriate online brochure or by clicking on the Fax Order button on our webpage. Simply fill out the Report Order Form, have a duly authorized representative sign the Report Order Form and then submit the Report Order Form to us via facsimile or email with PDF-attachment. Upon receipt of a completed Report Order Form, you will obtain an Invoice detailing the product ordered, price, and date of payment. Upon successful processing of payment, access and log-in details will be forwarded to the purchaser within two (2) business days.
2.4 If you order our product “Market Reports”, you gain access to the ordered report as identified in the Report Order Form and you may use that report in accordance with Section 6.2 below and the other provisions of the Contract.
2.5 To purchase one of our Full Access Subscriptions, please contact us through the appropriate forum on our website, located under the Full Access tab on our homepage. Once we receive an inquiry, we will forward an Order Form to be filled out and signed by a duly authorized representative. Once this Order Form has been completed and signed, please send the Order Form via facsimile or email with PDF-attachment. Upon receipt of the completed Order Form, we will send an Invoice detailing price of the “Full Access Subscription” and payment method options. Upon successful processing of payment, access and log-in details will be forwarded to the purchaser within two (2) business days. The provision of this information constitutes the acceptance should you not have been provided with a separate acceptance in writing.
2.6 If you order one of our “Full Access Subscriptions”, you gain access to all reports within the scope of your chosen subscription (excluding all custom research services) currently available on our website during the subscription timeframe as identified in the “Order Form” as of the date of the execution of the Contract and you get one (1) license for one (1) specified user to access all published content on our Online Database during the subscription timeframe as identified in the “Order Form”.
You may use the reports and the Online Database pursuant to your chosen license option, in accordance with Section 6 below and the other provisions of the Contract.
3. CUSTOM RESEARCH OFFERS & ORDERS
3.1 Unless expressly agreed upon otherwise in writing, the contents of our offers may not be made available in whole or in part to any third party outside your organization.
3.2 With respect to research services, upon inquiry, we submit an offer to you in the form of a “Research Order Form” as a PDF, accompanied with a proposal stating the nature of the issue to be researched, the services to be rendered, the time required for the study, structure of payments (if any) and the total fee due. You accept this offer by completing the Research Order Form, having a duly authorized representative sign the Research Order Form and then submitting the Research Order Form to us via facsimile or email with PDF-attachment.
4. ONLINE DATABASE
4.1 With respect to the access to our Online Database, your order can be made offline.
4.2 To purchase access to our online database offline (not via the online shop) simply print the Database Access Order Form from the appropriate product brochure. Simply fill out the Database Access Order Form, have a duly authorized representative sign the Database Access Order Form and then submit the Database Access Order Form to us via facsimile or email with PDF-attachment. Upon receipt of a completed Database Access Order Form, you will receive an Invoice detailing the product ordered, price, and date of payment. Upon successful processing of payment, log-in details will be forwarded to you within five (5) business days.
4.3 If you order our product “Online Database”, you gain access to the ordered online database as identified in the Database Access Order Form and you may use that database in accordance with Section 6.7 below and the other provisions of the Contract.
5. TERMS OF PAYMENT
5.1 All prices for offline orders are to be derived exclusively from the Order Form and/or the documents referenced therein. All prices for orders placed via the online shop are those which are displayed on our website.
5.2 All prices are net and without transportation costs, if applicable. Value Added Tax, if applicable, at the statutory rate shall be added to all fees payable hereunder.
5.3 For all services that go beyond the scope as agreed under the Order Form, a reasonable additional fee for these services shall be discussed and agreed upon with the customer before commencement of any work and will be itemized on the final Invoice (if applicable) sent to the customer.
5.4 We will send our Invoice to you upon execution of the Contract, unless agreed otherwise in the Order Form. In the event that you order our product “Full Access Subscription”, we will send our Invoice for the first contract year upon execution of the Contract. Any Invoice(s) for any subsequent contract year(s), will be sent to you upon commencement of each contract year.
5.5 All payments shall be due and payable immediately upon the date set forth in the Invoice, without any deductions. Products will not be dispatched and services will not commence until successful processing of payment, excluding the case of custom research orders, in which structured payment terms will be outlined on the Order Form.
5.6 All customer’s rights of retention or set-off are hereby excluded to the extent that they are not based on the same contractual relationship. Retentions or set-offs are allowed only if the customer’s claim is undisputed, has become unappeasable or is ready for decision.
5.7 In the event of a customer’s default in payment or other apparent credit unworthiness, all remaining claims against that customer shall become immediately due and payable in full. This only applies if the customer is responsible for the default. We shall be entitled to rescind payment terms previously agreed upon and to demand payment in advance or other appropriate security with respect to pending deliveries. A customer shall be deemed unworthy of credit in particular when he files a petition in bankruptcy or composition proceedings.
6. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITIES
6.1 All copyrights and other intellectual property rights in connection with our products and all contents of our website remain with us. All data carriers remain our property. The customer/user may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the products made available by us, in whole or in part, except as expressly permitted under the Contract.
6.2 Upon delivery of the product(s) to you and payment of the agreed fee, you obtain a non-exclusive, non-transferable, perpetual right to use the products provided for your internal purposes or any additional purposes as contractually agreed upon. Our reports and our Online Database, in part or entirety, may not under any circumstances be used for external purposes without our expressed written permission. Requests are to be submitted to us and will be considered on a case-by-case basis. We retain the right to reject and deny requests. Requests that are accepted may be subject to an additional fee, negotiable between parties on a case-by-case basis.
6.3 We, as well as any original sources contained within our product, must expressly be named as the author of any data the customer processes further as contractually negotiated. Furthermore, we maintain the right to conduct a formal review of any final product(s) which contain data cited from our market reports or our Online Database. We formally require ten (10) business days prior to external publication or sharing of any product(s) that derive data from our market reports or our Online Database. We maintain the right to review and discuss citation formalities at any point in time.
6.4 For Market Report purchases, in the event that the parties agree on a “Single User License” under the Order Form, this means that only one (1) individually named user of an organization shall be entitled to access the report(s). In the event that the parties agree on a “Site License” under the Order Form, this means that up to ten (10) users within a given geographical location (as specified in the Order Form) of an organization shall be entitled to access the report. In the event that the parties agree on a “Global Site License”, this means that up to ten (10) worldwide users of an organization shall be entitled to access the report. In both cases, the term “organization” refers to your specific company only and excludes any third parties, including affiliates.
6.5 For Full Access Subscription purchases, in the event that the parties agree on a “10-Seat Full Access License” under the Order Form, this means that up to ten (10) worldwide users of an organization shall be granted Full Access to the reports. In the event that the parties agree on a “15-Seat Full Access License” under the Order Form, this means that up to fifteen (15) worldwide users of an organization shall be granted Full Access to the reports. In the event that the parties agree on a “20-Seat Full Access License”, this means that up to twenty (20) worldwide users of an organization shall be granted Full Access to the reports. In the event that the parties agree on an “Unlimited Seat Full Access License”, this means that an unlimited number of worldwide users of an organization shall be granted Full Access to the reports. In all cases, the term “organization” refers to your specific company only and excludes any third parties, including affiliates.
6.6 For the specific case of a purchase of an “Unlimited Full Access License”, the following limitations apply:
6.6.1 Our reports may be used for internal purposes, in part or in entirety, limited only as is expressed in this Section 6 of yStats.com GmbH & Co. KG Terms & Conditions.
6.6.2 The sharing of our reports, in part or in entirety, via the upload to/use of a company’s intranet network is hereby allowed only with the purchase of an “Unlimited Full Access License.”
6.6.3 No data from our reports may be reproduced or republished in any identical or near identical form in any of a company’s final products or content used for external purposes without our expressed written permission.
6.7 Regarding the online database, you will be granted a sublicense from “Tableau Online” a software of Tableau Software, Inc. If the Online Database is made available via “Tableau Online”, you may use the Online Database solely in accordance with Section 3.7 of the Tableau Software End User License agreement (“EULA”), available on the website www.tableau.com (under section legal). You confirm, that you acknowledge the EULA and agree to indemnify us from all claims of third parties, in particular, Tableau Software, Inc., based on your violation of the EULA. Any sublicense granted to you to use “Tableau Online” automatically ends with the end of the term of our Contract with you and we will change the log-in details for the Tableau license purchased in order to grant a sublicense to you.
7. TECHNICAL INFORMATION
7.1 We shall provide our products – with the exception of the online database – in the following standardized data formats: PowerPoint and PDF. For custom research reports, Excel documents may also be provided, upon request.
7.2 You must ensure that you have the corresponding technical resources to make use of these data. You may not derive any claims in this connection on grounds of breach of obligation.
7.3 Upon successful processing of payment, purchases made via the online shop will be immediately available to download or the log-in details will be forwarded to you. For all offline purchases, upon successful processing of payment, you will receive the requested product(s) and service(s) in the aforementioned standardized data formats, and all additional data pertaining thereto or the log-in details within five (5) business days. If the Online Database is made available via “Tableau Online”, you will receive the log-in details for “Tableau Online” within the aforementioned deadline.
8. DEFECTS AS TO QUALITY
8.1 No claims for defects as to quality are triggered by insignificant discrepancies between our products and services and the warranted quality or fitness for use.
8.2 Likewise, no claims for defects as to quality may be derived from entrepreneurial risks – e.g., with regard to questions of entrepreneurial discretion, an erroneous assessment of the market situation or the failure to recognize a business action’s merit.
8.3 Defect-based claims are further excluded in cases of excessive or improper use or in connection with damages caused by extraordinary conditions not reflected in the Order Form. This is also true in cases of subsequent changes made by the customers or third parties unless such changes do not affect the analysis and removal of a given defect.
8.4 Claims for defects as to quality expire within one year from the commencement of the legal statute of limitation. This limitation does not apply to the extent that applicable law stipulates a longer period in cases of intentional or grossly negligent breaches of duty on the part of us, fraudulent concealment of a defect and injuries to life, body and health.
8.5 Claims for damages and the reimbursement of expenditures are further subjects to Section 10.
9. LEGAL DEFECTS
9.1 We are liable for products and services infringing on third party rights only if and to the extent that our products and services are used in accordance with the agreed contractual requirements.
9.2 Unless agreed otherwise, our liability for the infringement on third-party rights is limited to the territory of the European Union and the European Economic Area as well as the place of its services’ proper use as agreed under the applicable Order.
9.3 In the event that a third party asserts claims against the customer, alleging that a service performed by us violates its rights, the customer shall promptly notify us. If a service rendered by us violates third party rights, we shall choose one of the below actions, duly taking into consideration the customer’s interests:
a) procuring for the customer the right to use the service, or
b) revising the service to render it free of legal violations.
9.4 Upon our request, the Customer shall assist us with the defense against third-party claims according to this section 9, with each of the Parties bearing the costs of the use of its own personnel and counsel.
9.5 Claims the Customer may hold for legal defects expire in accordance with Section 8.4.
9.6 Claims for damages and the reimbursement of expenditures are further subjects to Section 10.
10.1 In cases of intentional misconduct and gross negligence, we are fully liable pursuant to applicable law.
10.2 Besides Section 10.1, we are not liable for any damages, especially but not limited to any incidental, special, punitive or consequential damages, loss of profits or loss of data. This limitation does not apply to any claims for damages due to damage to life, body or health in cases of simple negligence and – subject to the limitations set forth hereinafter – due to damage caused by a breach of a material contractual obligation. Material contractual obligations are obligations that (i) you reasonably relied upon at execution of the applicable Order Form and (ii) was of critical significance to the outcome of the performance.
10.3 In case of a negligent breach of a material contractual obligation our liability for damages – except for damage to life, body or health – is limited to typical and at the time of the formation of this Contract foreseeable damage.
10.4 The aforementioned limitations do also apply to our liability for fault by our bodies, employees and vicarious agents as well as our bodies’, employees’ and vicarious agents’ personal liability.
10.5 Our liability for damages under warranties (Beschaffenheitsgarantien) is limited to instances in which the warranty expressly includes such liability.
10.6 Claims for the reimbursement of expenditures and other liability claims asserted by the Customer against us are subject to sections 10.1 through 10.5.
11.1 The Parties shall hold in strict confidence for a period of 10 years of the formation of this Contract regarding all data and information materials of which they gain knowledge as part of a Contract, be it orally, in writing or otherwise, directly or indirectly, provided that such data or information materials are designated confidential or must be considered confidential based on their nature, and shall use them exclusively as part of the services covered by the relevant Order. This duty of confidentiality excludes data and information materials that:
a) were already known or accessible to any third party at the time of disclosure;
b) which is lawfully disclosed to you by a third party that is not subject to a confidentiality obligation regarding this data or information;
c) must be disclosed by order of and to a government agency or another competent third party; and
d) must be disclosed to legal or tax advisors of the contractual customer in question for consulting purposes.
In the cases of Sections b) and c) above, the parties shall (i) promptly inform each other about a given request and prior to disclosing confidential information, and (ii) limit the disclosure of confidential information to the minimum required.
11.2 We may use your company name and logo as a reference so long as no contractual details are divulged.
12. JURISDICTION, GOVERNING LAW, MISCELLANEOUS
12.1 In Contracts with merchants, legal persons under public law, or special assets (Sondervermögen) under public law, the place of payment is Hamburg, Germany.
12.2 In Contracts with merchants, legal persons under public law, or special assets (Sondervermögen) under public law, all disputes arising from or in connection with any Contract between the Parties shall exclusively be resolved through the courts of Hamburg. Governing law is German law under exclusion of the CISG.