General Terms and Conditions – COLIBRI Research
§ 1 General
Colibri Research (‘the Agency’) provides consulting services in accordance with the acknowledged professional codes of conduct for social and market research.
§ 2 Proposals
Proposals submitted by the Agency to prospective Clients will define the research objectives and the necessary scope of performance, including a timeframe for the research and details of the fees.
Proposals will remain valid for a period of 3 months.
Proposals are submitted to prospective Clients solely as a basis for commissioning the research which is the object of the proposal. Unless otherwise agreed, their content may neither be published nor transmitted to third parties, either in part or in full, without mutual arrangement.
Should a proposal exceed the normal scope of a framework proposal, and unless the prospective Client has defined its scope, the Agency will notify the Client in advance as to the extent to which it feels particular documents, e.g. explorative topic guides, need to be prepared, and the fees which it will require for the purpose. This fee will be deemed to have been accepted so long as the prospective Client qualifies as a merchant under the terms of the German HGB Commercial Code, is expressly advised of the fee by the Agency in advance, and fails to raise any objection. Should a prospective Client cancel a project after the work has been commissioned, the Agency is entitled to charge either a cancellation fee amounting to the sum of the costs and profit share
incurred up until termination or a flat rate cancellation fee of 20% of the contract volume, at its own discretion.
The fee quoted in the proposal covers all services provided by the Agency in relation to the implementation of the project as quoted.
The Agency is entitled to charge extra for additional services requested by the Client or changes to the research design as defined in the proposal.
Additional costs for which neither the Client nor the Agency are responsible, and additional costs which, despite all due diligence, could not have been foreseen when the work was commissioned can be charged for separately by the Agency.
Amendments to the scope of the project after the contract has been signed are only permissible by explicit and mutual written agreement.
§ 4 Exclusive rights
The Agency is unable to grant exclusive rights to specific product categories, research objects or methodologies unless there is an explicit agreement to this effect.
§ 5 Rights of usage
Reports will be submitted to the Client purely for his own use. Unless otherwise agreed, their content may only be published or transmitted to third parties in full or in part by mutual arrangement. Nor may they be reproduced, printed, stored and processed in data or documentation systems of any kind, or otherwise disseminated for such purposes.
Unless otherwise agreed in writing, the research findings will be placed solely at the disposal of the respective Client.
The Client will indemnify the Agency against any and all claims arising from unlawful use – whether deliberate or negligent – of the duly compiled findings by the Client (e.g. unlawful and/or misleading advertising).
§ 6 Intellectual property rights
The Agency will retain all the rights to which it is entitled under German copyright law.
Material compiled during the project, data storage media of all kinds, questionnaires, other written documentation, etc., will remain the property of the Agency.
The copyright of the Client in and to documents which he has produced will remain unaffected.
§ 7 Collaboration
Any collaboration in the research or monitoring of the implementation and results of the project by the Client will be subject to a separate agreement. The Agency is obliged to protect the anonymity of respondents and test candidates. Any additional costs will be borne by the Client.
§ 8 Archiving
Unless explicitly otherwise agreed, the Agency undertakes to retain field documentation for a period of one year and data storage media for a period of two years after reporting.
§ 9 Confidentiality
The Agency undertakes to treat all information as strictly confidential and to use it solely for the
purpose of fulfilling the contract.
§ 10 Liability
Except where otherwise stipulated below, the Agency’s warranty and liability will be subject to the statutory provisions.
Should the findings be delayed for reasons beyond the control of the Agency, the Client may set a new appropriate deadline.
Should the findings be delayed by the Agency, either by intent or by gross negligence, and should the Client wish to make claims based on the assertion that the part of the work already completed is no longer of any value to him, then evidence must be brought to prove this lack of interest.
No compensation will be made for default or malperformance in the case of unforeseeable, atypical damage or damage which is attributable to the control and risk domain of the Client, where the Client qualifies as a merchant under the terms of the German HGB Commercial Code.
The Agency will not be held liable for minor negligence. This also applies in the case of unauthorised actions. This limitation of liability does not apply if the Agency has provided a guarantee, or in the event of damage for which compensation must be paid under product liability law, or of injury to life, body or health.
This non-liability clause will not apply to obligations which are essential to the fulfilment of the contract, so that the Client must be able to rely on their performance.
§ 11 Product tests
In the case of product tests, the following terms will apply:
The Client will be reliable for any and all damage caused by defective test products.
The Client will indemnify the Agency against any claims against the Agency or any of its staff in respect of such damage.
The Client will be responsible for ensuring that all the necessary chemical, medical, pharmaceutical and other tests / examinations / analyses of the test products have duly been carried out, and also for ensuring that the product is suitable for the test. Should any tests have proved necessary (see above) and been duly performed, they must have revealed nothing to indicate that the product might cause damage of any sort.
The Client is responsible for making available to the Agency all information prescribed by law or other ordinances and/or necessary for the use of the product, so that this can be passed on to test candidates.
§ 12 Payment/invoicing
At the present time, all invoices will be sent out in hard copy. Because fees are used to finance the respective research projects, 70% of the agreed sum will be payable upon order placement and the remaining 30% upon presentation of the findings. Other arrangements can be made if called for by the research design or total order value.
§ 13 Retention of title
All research reports and findings will remain the property of the Agency until payment is complete.
§ 14 Jurisdiction
Where both Parties to the contract are merchants, the legal venue and place of fulfilment will be Hamburg.