1. Scope of application / amendments to the GTC

1.1 BWS Research GmbH, based in Salzburg, registered in the commercial register of the Salzburg Regional Court under FN 535049 m ("BWS Research"), offers services in connection with the implementation, analysis and evaluation of surveys. The business relationship between BWS Research and the customer (the "customer" and each customer together with BWS Research the "contracting parties") shall be governed exclusively by these GTC, in the version valid at the time the contract is concluded.

1.2 These GTC are binding for all current and future business transactions with BWS Research, even if not expressly referred to repeatedly. BWS Research expressly rejects any deviating general terms and conditions of the customer. Deviations from these GTC, supplementary agreements or any conflicting terms and conditions of the customer are only effective if BWS Research has agreed to them in writing.

1.3 The provisions of these GTC may be amended by BWS Research at any time without giving reasons, whereby such amendments shall be announced at least 30 days prior to their entry into force on the respective website or by sending the text of the contract by e-mail (to the e-mail address last provided by the customer). The changes shall be deemed accepted if the customer has been informed of the changes by BWS Research and does not object to them in writing by e-mail to office@bws-research.com within 30 calendar days, starting on the day following the announcement. In the event of a timely objection to the changes, the contract shall remain unchanged in accordance with the previously agreed GTC.

2. Conclusion of contract / subject matter of the contract

2.1 The customer receives a written offer from BWS Research (the "offer"), in which the specific order is defined according to the type, scope and costs of the services of BWS Research. The offers of BWS Research are non-binding, unless they are expressly designated as binding. The contractual relationship between the contracting parties (the "order") only comes into effect upon confirmation of the order by BWS Research. Subsequent changes to an order require written confirmation by BWS Research.

2.2 The scope of the services to be provided by BWS Research is determined by the specifications in the order. Within the given framework, BWS Research has the freedom to design the fulfillment of the order.

2.3 BWS Research is entitled, at its own discretion, to commission qualified third parties as subcontractors to carry out an order. BWS Research shall be liable to the customer for the conduct of subcontractors commissioned by BWS Research as for its own. If the commissioning of third parties is necessary at the customer's request, this shall be done in the name and for the account of the customer and such third parties shall not be vicarious agents of BWS Research.

2.4 Unless expressly agreed as binding, stated performance deadlines are only approximate and non-binding. Binding deadline agreements must be recorded in writing and confirmed in writing by BWS Research.

2.5 If BWS Research is in default with the fulfillment of an order, the customer may withdraw from the order after he has set BWS Research a reasonable grace period of at least 14 days in writing and this has expired fruitlessly.

2.6 Force majeure, labor disputes, natural disasters, pandemics and epidemics, in particular due to COVID-19, as well as other circumstances beyond the control of BWS Research or reasons beyond the control of BWS Research and which delay the fulfillment of an order, are in no case the responsibility of BWS Research and in such cases BWS Research is entitled to redefine the performance period originally agreed in the order.

3. Obligations of the customer to cooperate

3.1 The customer undertakes to provide BWS Research with all information and documents necessary for the fulfillment of the order in a timely and complete manner. The customer must inform BWS Research in a timely manner and on an ongoing basis of all circumstances that are important for the execution of the order. If, due to incorrect, incomplete or missing information, the order is not fulfilled or is delayed, the customer shall bear the costs incurred and shall compensate BWS Research for any resulting financial loss. If the customer does not fulfill his obligations to cooperate on time or as agreed, binding deadlines lose their validity. Taking into account the availability of BWS Research, the contracting parties are obliged in such a case to make new appointments.

3.2 It is the responsibility of the customer to check the information provided for the execution of the order for accuracy and to check the documents provided for any copyrights and trademark rights or other rights of third parties. BWS Research is not obliged to check this. If a claim is made against BWS Research due to such an infringement, the customer shall indemnify and hold BWS Research harmless.

4. Term / termination of the order

4.1 The services of BWS Research shall be provided for the term agreed in the order. If a term has not been agreed, the services shall be provided for an indefinite period and both contracting parties shall waive their ordinary right of termination for a period of 3 months. After expiry of the waiver of termination, both contracting parties shall be entitled to terminate the contract in writing at any time with a notice period of 4 weeks. In all other cases, the ordinary termination rights of the contracting parties are excluded.

4.2 BWS Research is entitled to withdraw from an order with immediate effect (without notice) for good cause. Such good cause exists in particular, but not exclusively, if
- the execution of an order is impossible for reasons for which the customer is responsible, or is further delayed despite a written warning and the setting of a grace period of 14 days;
- there are justified concerns regarding the creditworthiness of the customer, over whom no insolvency proceedings have been opened, and the customer is not prepared to make advance payments or provide suitable security when requested to do so by BWS Research; or
- bankruptcy or insolvency proceedings are opened against the customer's assets or an application to open such proceedings is rejected for lack of assets to cover the costs and this was not yet known to BWS Research at the start of the contract; if such a circumstance exists, the customer must inform BWS Research of this without being asked before the contract is concluded.

4.3 In the event of a justified withdrawal from the contract, BWS Research retains the right to the entire agreed fee. This also applies if the customer withdraws from the contract without justification.

4.4 The customer is entitled to withdraw from an order for good cause. Such good cause exists in particular if the customer can no longer be reasonably expected to maintain the contract because BWS Research continues to violate essential provisions of an order despite a written warning and the setting of a grace period of at least 14 days to remedy the situation.

4.5 The services already rendered and costs incurred by BWS Research up to this point in time shall be paid in full by the customer even in the event of a justified withdrawal.

5. Fee / Terms of payment

5.1 The remuneration is based on the prices agreed in the order. All prices are exclusive of statutory VAT and all other applicable taxes and public duties. All services provided by BWS Research within the scope of an order that are not expressly covered by the agreed fee shall be remunerated separately. All cash outlays, expenses, travel costs, etc. incurred in the course of the fulfillment of the order are to be reimbursed to BWS Research by the customer upon presentation of an invoice.

5.2 BWS Research reserves the right to demand a down payment of up to 50% of the total order value in advance after order confirmation, whereby the implementation of the order will only begin after receipt of this down payment. After completion of the order, the remaining part of the total order value must be paid.

5.3 In the absence of a written agreement to the contrary, payment is due within 7 calendar days of receipt of the invoice and without deduction. In the event of late payment, BWS Research is entitled to withhold the services from the order in whole or in part.

5.4 The customer is not entitled to offset counterclaims against claims of BWS Research, unless such counterclaims have been established by a court or recognized in writing by BWS Research.

6. Default of payment by the customer

6.1 If the customer is in default of payment, BWS Research is entitled to charge interest on arrears at a rate of 9.2% p.a. above the base interest rate last published by the European Central Bank from the respective due date.

6.2 If the customer is in default of payment, BWS Research is entitled to demand payment for all services and partial services already provided to the customer. In addition, BWS Research is no longer obliged to provide further services until the outstanding amount has been paid.

6.3 Furthermore, in the event of default of payment, the customer undertakes to reimburse BWS Research for the dunning and collection expenses, insofar as they are necessary for appropriate legal prosecution. The assertion of further rights and claims remains unaffected.

7. Copyrights and rights of use

7.1 All rights in connection with the works created by BWS Research within the scope of an order (the "commissioned work") shall remain with BWS Research. The customer acknowledges that the sole copyright and all property rights, in particular to methods, procedures and procedural techniques, analyses, research concepts, proposals, graphic and tabular representations, and other know-how of BWS Research, are the exclusive property of BWS Research.

7.2 BWS Research is the sole owner of the material generated during the execution of the order, in particular any data carriers and written documents, as well as the data generated.

7.3 BWS Research grants the customer an irrevocable, non-exclusive, non-transferable right to use the respective commissioned work for the agreed purpose and scope of use. If no agreements have been made regarding the specific purpose and scope of use of the commissioned work, the commissioned work shall be available to the customer exclusively for internal use. Any other use and/or exploitation of the commissioned work shall require the written consent of BWS Research, for which a fee shall be charged.

7.4 The customer only acquires the right of use in accordance with point 7.1 upon full payment of the total fee plus any ancillary costs.

7.5 BWS Research retains ownership of the commissioned work, including the content (photos, graphics, etc.) and branding elements (logos, claims, campaigns, etc.) created by BWS Research as part of an order. Any modification, editing, imitation, citation or publication of the commissioned work requires the written consent of BWS Research for which a fee is payable.

7.6 The rights granted to the customer may only be transferred or sublicensed to third parties with the express prior written consent of BWS Research. BWS Research reserves the right to charge a separate fee for granting such consent.

7.7 The customer shall be liable to BWS Research for any unlawful use or exploitation of the commissioned work and shall indemnify and hold BWS Research harmless from any third-party claims in this context.

8. Attribution / reference permission / use of data

8.1 BWS Research is entitled to affix its company name or logo to any commissioned work, as well as to any advertising material for it, or any publication about it, in accordance with § 20 UrhG. The form and duration of the labeling can be agreed on a case-by-case basis.

8.2 BWS Research is entitled to name the customer as a reference and to use all (protected or unprotected) trademarks, logos and marks of the customer in all media for its own advertising purposes.

8.3 Furthermore, BWS Research is entitled to use and publish the results of the commissioned works, surveys and analyses for its basic research, in particular to create industry comparisons, in compliance with data protection regulations. BWS Research shall ensure that such publications neither name the client nor contain any other references that could be used to identify the client.

9. Warranty

9.1 The customer acknowledges that BWS Research merely supports the customer in his decisions with its services. However, these decisions are not made by BWS Research, but by the customer. BWS Research does not recommend or endorse specific solutions, strategies, decisions or interpretations of the data or results provided in connection with the order. Furthermore, BWS Research excludes any implied or explicit recommendation for action. BWS Research is not liable for the fact that the data it collects, evaluates and analyzes can be commercially exploited by the client.

9.2 It is the responsibility of the customer to notify any defects in the service in writing immediately upon receipt of the commissioned work, at the latest within 7 days of recognizing them, describing the defect, otherwise the service shall be deemed approved and accepted, whereby the assertion of warranty claims and claims for damages as well as the right to challenge errors due to defects is excluded. The presumption rule of § 924 ABGB is excluded.

9.3 In the event of a justified and timely notice of defects, the customer is primarily entitled to improve the service. BWS Research shall rectify the defects within a reasonable period of time, whereby the customer is obliged to enable all measures necessary for the investigation and rectification of defects. If BWS Research culpably fails to make improvements within a reasonable grace period, the customer is entitled to a proportional price reduction. The customer shall bear any costs incurred by the use of third parties despite BWS Research's willingness to rectify defects.

9.4 BWS Research is entitled to refuse to improve the service if this is impossible or involves disproportionately high costs for BWS Research. In this case, the customer is entitled to the statutory conversion or reduction rights.

9.5 All claims for defects on the part of the customer shall lapse within six months of receipt or acceptance of the commissioned work.

9.6 If it turns out during the rectification of defects that the customer is not entitled to improvement or new delivery, BWS Research is entitled to charge for the resulting expenses and the related services on the basis of the prices agreed in the order according to time and material.

10. Liability / Conditions for subcontractors

10.1 To the extent permitted by law, BWS Research is only liable for damages caused by BWS Research through gross negligence or willful misconduct, regardless of the legal grounds. The liability of BWS Research for slight negligence is, as far as legally permissible, excluded.

10.2 The liability of BWS Research is in any case limited to the amount of the respective order value.

10.3 BWS Research shall not be liable for any indirect damages, loss of profit, loss of interest, failure to make savings, consequential damages and financial losses or damages arising from third-party claims.

10.4 Similarly, no liability can be accepted for system failures, malfunctions, data loss and viruses, for example as a result of external attacks or for other reasons, unless such damage is caused by BWS Research intentionally or through gross negligence.

10.5 BWS Research is not responsible for the accuracy of content if it has been provided or approved by the client.

10.6 Claims for damages by the customer expire six months after knowledge of the damage and the damaging party, but no later than two years after the conduct of BWS Research giving rise to liability.

10.7 Assurances of quality, guarantees of characteristics and warranties are only accepted by BWS Research if they are expressly identified as such in writing.

10.8 The customer acknowledges that the terms of use, data protection provisions and/or other contractual bases between the customer and/or BWS Research and SurveyMonkey Europe UC (the "Survey Monkey Terms") apply and must be observed accordingly. The customer undertakes to indemnify and hold BWS Research harmless from any claims made by SurveyMonkey Europe UC and/or its affiliates due to a breach of the Survey Monkey Terms by the customer and/or the end users.

10.9 The customer undertakes to fully indemnify and hold BWS Research harmless against claims from third parties.

10.10 The provisions of this section 10 shall apply to all claims for damages and other claims of the customer, including pre-contractual and ancillary claims, regardless of their legal basis. Furthermore, the provisions of this Section 10 shall also apply in favor of employees and other vicarious agents of BWS Research.

11. Confidentiality

The contracting parties undertake to treat the business and trade secrets of the other contracting party as well as information designated as confidential as confidential, unless disclosure is required by law or official orders. The contracting parties shall further ensure that confidential information is only disclosed to persons who are either subject to a professional duty of confidentiality or who, as employees, representatives, agents, consultants or bodies of the contracting party concerned, require the confidential information for reasons of the proper management of the business of the contracting party concerned. The contracting party concerned must oblige the recipients to maintain the confidentiality of the confidential information.

12. Applicable law / place of jurisdiction / place of performance

12.1 All disputes arising from or in connection with these GTC and all legal relationships between BWS Research and its customers shall be governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.

12.2 For all disputes arising from or in connection with these GTC and all legal relationships between BWS Research and its customers, the contracting parties agree to the exclusive jurisdiction of the competent court in Salzburg.

12.3 The place of fulfillment for deliveries and services of BWS Research is Salzburg, Austria.

13. Final provisions

13.1 Each contracting party shall bear its own taxes, duties or fees arising from the contractual relationship. Any legal transaction fees shall be borne by the customer.

13.2 BWS Research is entitled to transfer the contractual relationship to a third party at any time. The customer waives any right of objection and already today gives his consent to such a transfer or assignment of the rights and/or obligations arising from the contractual relationship.

13.3 Amendments, supplements and ancillary agreements to these GTC must be made in writing to be effective. This also applies to any agreement to deviate from this formal requirement. In the event of contradictions between these GTC and deviating written agreements between the contracting parties, the provisions of the deviating agreements shall take precedence.

13.4 Should individual provisions of these GTC be or become invalid, this shall not affect the remaining content of the GTC. The invalid provision shall be replaced by a valid provision that is legally valid and comes closest to the economic intentions of the contracting parties.

13.5 A "third party" within the meaning of these GTC is any natural or legal person who is different from the contracting parties in the legal sense, even if legal and/or economic relationships should exist with such a person.

Version - as of July 2020