Special terms of use for Integron Direct

Integron Direct is a web-based service which enables the customer to create and carry out Internet-based online surveys. Integron Direct is a service operated by Integron Direct B.V.

Subject of the Conditions

Integron Direct provides its service solely on the basis of these conditions - regardless whether it is
free of charge or subject to charge. Other General and Special Terms and Conditions from Integron Direct
and the customer do not apply.

Beginning of Contract and Contract Requirements

(1) The use of the service requires the customer to register in advance with Integron Direct. Integron Direct reserves
the right to reject the completion of a contract in individual cases.

(2) The contract does not come into force until confirmed by Integron Direct, generally via email.

(3) The customer may use the service according to the specification of services / price list after receiving confirmation from Integron Direct.

(4) If a royalty applies to the rate selected by the customer, the customer may partially use the
service after receiving the confirmation from Integron Direct (entering the questionnaire and address data
as well as conducting the survey). However, it is not possible to start the survey until the customer has paid the royalty agreed on for the service.

Specification of services

(1) The customer obtains the right to use the service according to his/her selected rate in conjunction with the specification of services / price list in compliance with the respective
technical and operational possibilities. The exact scope of services is based on the specification of services, price list as well as any potential supplementary conditions and special agreements and these stipulations. The customer has the right to use the services defined in the specification of services during the duration of the respective contract year. It is not possible to carry over individual or entire non-used parts of the service, such as non-used surveys and participants into following contract period. This also holds for the subscription payment scheme.

(2) The design, structure, and scope of the functions of the service, in particular the visual presentation of the content, are solely at the discretion of Integron Direct. The customer is not entitled to exert influence on this, unless a different agreement has been reached, e.g. in the specification of services. Integron Direct is authorized to put its insignia on the services as well as the questionnaires created or mark them with other notices and advertisements.

Obligations of the user

(1) The customer is not permitted to make his/her user account accessible to third parties.

(2) The customer must keep his/her access data and personal password in a safe place to prevent third party access.

(3) The customer must change the password in regular intervals for security reasons. He/she may change the password online anytime. If the customer suspects that a third party has knowledge of the password, he/she must change it immediately.

(4) If Integron Direct has a reasonable suspicion that the customer’s access data have been used without authorization by a third party, Integron Direct has the right to block his/her access. In such cases, the customer will be provided new access data by Integron Direct.

(5) According to paragraphs (1) - (4), the term third party does not pertain to co-workers of customers, who are corporate bodies or public facilities. However, in such cases the customer must be aware that only co-workers who are needed to carry out the customer’s tasks gain knowledge of the access data. Partners of Integron Direct, who have completed a relevant written partner contract, may also make Integron Direct services available to this third party, as long as the partner books the service on his/her behalf or books services for a third party. The partner must make sure that the third party only uses the service in compliance with the agreed conditions, in particular those
stipulated here and the specification of services.

(6) The customer may only use the service for its intended purpose - conducting surveys - and not in any other unconventional matter. Above all, he/she may not abuse the service, e.g. to send advertisement emails (spamming) or junk mails.

(7) The customer pledges not to publish any content which could become a public nuisance and offend against common decency. In particular, he/she pledges not to add any sexually offensive, racist, radical and inhuman or contemptuous content.

(8) The customer must immediately notify Integron Direct of any changes of data relevant to Integron Direct, such as changes to his/her address, power of representation, and other incidents.

(9) If the customer violates his/her obligations, Integron Direct has the right to remove the content from the Internet without a warning and at the expense of the customer and terminate the contract without previous notice.

Compensation

The customer can only demand compensation from Integron Direct on the basis of indisputable or legally established customer claims towards Integron Direct.

Extension / Termination of Contract

(1) The duration of the contract is based on the specification of services and price list in conjunction with the payment rate selected by the customer.

(2) Contracts with a fixed duration are not extended automatically. Contracts with a duration that has been specifically agreed on by both parties cannot be terminated prematurely.

(3) Both parties reserve the right to extraordinary notice of cancellation. In either case, Integron Direct has a right to extraordinary notice of cancellation, if the customer violates these conditions or other application conditions of use from Integron Direct.

(4) Integron Direct is authorized to discontinue services for which the customer does not pay a user fee anytime without prior notice or offer such services for a fee.

Deleting questionnaires, addresses, survey results, etc.

(1) The customer may delete his/her questionnaires, addresses, and survey results at any time using his/her access data provided by Integron Direct.

(2) Twelve months after the expiration of the contract, Integron Direct has the right to irrevocably delete all data provided by the customer, including the questionnaires, survey participants and survey results without prior notification.

Data protection

(1) Integron Direct pledges not to use the survey results of the customer or make them available to a third party in any way.

(2) Integron Direct reserves the right to compile, save (electronically as well) and use personal and business-related data from the customer without any further consent for the purpose of the service, e.g. allocation, use, evaluation of data and for accounting purposes. The data may also be used internally within the firm and transmitted to other firms/partners authorized by Integron Direct in order to implement the contract, for the use of a hotline for technical support, in particular, as well as for accounting purposes.

(3) The customer must respect legal regulations while designing the questionnaires and carrying out the surveys.

Availability, data storage and support

(1) Integron Direct generally provides the service without interruptions. However, Integron Direct cannot guarantee that the service is continuously available and functions without restrictions. It also cannot be ruled out that delays and interferences take place while providing the services due to incidents and circumstances which are beyond the influence of Integron Direct, e.g. availability of the World Wide Web.

(2) Disruptions for which Integron Direct is not liable as well as disruptions due to maintenance work, etc. do not lead to a right to cancel or claims for damage on behalf of the customer.

(3) Integron Direct secures the data as follows: once per night. The customer is obligated to regularly save all questionnaires, address indexes and survey results created by him/her and in appropriate time intervals by downloading them.

(4) Integron Direct reminds the customer that data can be lost even when saved properly. The customer is thus obligated to regularly save data such as survey results and addresses by downloading them.

(5) Integron Direct’ scope of services does not provide support for this because it is self-explanatory and context-specific assistance is available online.

Guarantee

(1) During the duration of the contract Integron Direct guarantees that the service provided by Integron Direct fulfils the functions agreed upon. However, a prerequisite for the guarantee is that the service is used in compliance with the contract.

(2) If reproducible errors occur during the guarantee period, the customer must notify Integron Direct of the observed malfunctions in writing and precisely specify the defective parts of the service and Integron Direct will correct the malfunctions. The specifications on the troubleshooting list, which Integron Direct provides the customer via email when necessary, must be taken into account. On request, the customer must also provide Integron Direct the data he/she has used which have led to the malfunction and cooperate adequately with Integron Direct in analyzing and correcting the malfunction free of charge in compliance with the contract. Integron Direct may correct the malfunction the way in which it deems
appropriate.

(3) The contracting parties agree that even with state-of-the-art technology it is not possible to create software that works faultlessly under all conditions of application. The customer can
inquire on the homepage of the service which browser and operating systems the service has been optimized for at a given point in time. No guarantee can be made to the customer that the service will function with other browsers and operating systems. Integron Direct has the right to modify these system requirements without notification. These modifications do not substantiate a reason for cancellation.

(4) The customer is not entitled to have an error corrected when the error is not reproducible or cannot be displayed as automated data. Moreover, the guarantee does not apply in cases in which it cannot be proven that Integron Direct is liable for a certain malfunction. Minor errors which do not or only insignificantly impair the usability of the service do not have to be corrected by Integron Direct. Such minor errors also do not substantiate a reduction of the user fee or a withdrawal from the contract.

(5) If expenditures arise due to the notification of defects, which are not based on malfunctions in the services provided by Integron Direct, the customer will compensate Integron Direct for the resulting costs on a time and material basis in accordance with the currently valid price list from Integron Direct.

(6) In the case of a guarantee or liability claim to Integron Direct, the contributory negligence of the customer must be considered accordingly, in particular in the case of insufficient problem reports or insufficient data storage.

(7) Integron Direct must correct errors within an appropriate timeframe after having received the written error report.

(8) If Integron Direct does not correct significant errors within an appropriate timeframe after having received a written error report, the customer can set an appropriate additional respite for Integron Direct with a statement that he/she refuses the rectification of defects after the specified time period. This can be done at the earliest after the second attempt to rectify the defect fails.

Default in payment

(1) If the customer still defaults with his/her payment despite the warning, Integron Direct is authorized to
• block the account at the expense of the customer. In such cases, the customer is still obligated to pay the agreed user fee.
• terminate the contract without prior notification

Integron Direct reserves the right to assert further claims for damages due to default in payment by the customer.

(2) The customer only has a right to withdrawal, when Integron Direct does not comply with an appropriate respite specified by the customer for reasons for which Integron Direct is responsible.

(3) Unavoidable delays:
If the non-fulfilment or insufficient fulfilment of the contract is due to an event, which is
beyond the control of Integron Direct, the deadline or timeframe is extended by an appropriate time span.

Liability

(1) The following limitations apply to the scope of liability of Integron Direct as well as its employees, assistants and vicarious agents - regardless of the legal grounds.

(2) Integron Direct assumes liability for direct personal and material damage caused to the customer either deliberately or due to gross negligence. In the case of direct damage, which was caused by the slightly negligent violation of obligations essential to the contract, Integron Direct is only liable for the generally predictable damage. Indirect damage entails the time and effort required to restore the damaged commodity. As a rule, the compensation for damage for the customer is thus his/her right to use the service again free of charge.
Integron Direct is also liable for warranted characteristics. Regardless of their grounds, however, Integron Direct is not liable for more extensive claims, in particular those for compensation for indirect damages and consequential damages.

(3) The customer is obligated to immediately report damages and losses, for which Integron Direct must cover the expenses, to Integron Direct in writing or have them recorded by Integron Direct.

(4) Integron Direct is only liable for supplying data when it deliberately caused their loss or due to gross negligence and when the data can be reconstructed from data material which is available in machine-readable from and within a justifiable timeframe. If it is not possible to restore the data, Integron Direct will credit the customer the according number the purchased service.  to his/her account.

Further claims for damage on behalf of the customer are ruled out. A similar regulation holds for cases in which flawed survey results were produced due to technical problems.

(5) Integron Direct is not liable or responsible for whether the questionnaire designed by the customer is suitable to fulfil the purpose the customer desires. Integron Direct also does not guarantee that the survey will lead to the desired success and number of survey participants.

User fee

In order to use the Integron Direct service, the customer must pay in advance the fees listed in the currently valid specification of services or price list at the time he/she registers for the
service. The customer will receive an invoice from Integron Direct to do so. The user fee is strictly net when the invoice arrives and is to be paid immediately. As regards subscription fees, the currently valid user fee on the price list is due once again upon extension of contract.

Change of user fee, the specification of services, or these conditions, etc.

Integron Direct is authorized to modify the specification of services, the price list, the conditions as well as any other existing regulations at any point in time. Integron Direct will notify the customer of such changes either in writing or by email and simultaneously inform the customer that the customer can file an objection within one calendar month after the notification of change was sent, as long as the change is to the disadvantage of the customer.

If the customer does not file an objection in due time, the contract will be continued according to the new conditions and stipulations.

If the customer objects in due time, both contracting parties have the right to terminate the
contract with Integron Direct within four weeks after the objection was filed. In such cases, the cancellation period is two weeks before the end of the month and must be
confirmed as soon as possible.

Legal reliability

The customer is only responsible for the legal reliability of the questionnaires designed by
him/her and their content. The customer assumes responsibility for the compliance with legal
regulations, in particular data protection, copyrights, competition regulations and ancillary
rights while dealing with posted images, acoustic and film recordings (media) as well as other
documents and materials and immediately indemnifies Integron Direct and its partners from any claims for damage due to the violation of these rights, as long as Integron Direct is not at fault.

General Terms and Conditions

The customer’s General Terms and Conditions will not become part of a contract completed on the basis of these conditions. This also holds when Integron Direct has not explicitly objected to this.

General Information

The customer can only convey rights from the treaty completed on the basis of these conditions with the written consent of Integron Direct. Integron Direct is authorized to call on or mandate third parties to fulfil its obligations. No subsidiary agreements on the contract concluded on the basis of these conditions exist. Should any regulations from the contract concluded on the basis of these conditions be or become ineffective in part or in their entirety, this does not affect the applicability of the remaining regulations. The parties are instead obligated to substitute the ineffective regulation with one which is as economically desirable as possible. The place of jurisdiction and fulfilment - where legally permissible - is Rotterdam, The Netherlands. However, claims can be asserted to each contracting party under their respective general jurisdiction. The laws of The Netherlands  apply to all legal relations arranged in the contract on the basis of these conditions. The United Nations Convention on Contracts for the International Sale of Goods is not applicable. The protection of the service provided by Integron Direct in accordance with international regulations or third-country regulations is not affected by this. If the contract concluded on the basis of these conditions was concluded in writing, the following regulations additionally apply:

The abrogation, modification, and amendment of the contract concluded on the basis of these
conditions must be put in writing in order to become legally effective. The same holds for the
waiver of the requirement to put these in writing. Hand-written modifications to the contract
concluded on the basis of these conditions are not permissible.