(1) All deliveries, services and offers of GGmedia Forschung & Beratung GmbH (hereinafter referred to as ‘GGmedia’) shall be based exclusively on these General Terms and Conditions of Delivery. They shall form an integral part of all contracts concluded by GGmedia with its contractual partners (hereinafter also referred to as the ‘Client’) for the deliveries or services offered by GGmedia. They shall also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.
(2) Terms and conditions of the Client or third parties shall not apply, even if GGmedia does not separately object to their validity in individual cases. Even if GGmedia refers to a letter containing or referring to the terms and conditions of the Client or a third party, this shall not constitute an agreement to the validity of such terms and conditions.
(3) Individually agreed terms with the Client (including side agreements, supplements, and amendments) shall always take precedence over these General Terms and Conditions. The content of such agreements shall be determined by a written contract or written confirmation from GGmedia, subject to proof to the contrary.
(1) All offers made by GGmedia are subject to change and non-binding, unless they are expressly labelled as binding or contain a specific acceptance period. GGmedia may accept orders or commissions within (14) days of receipt.
(2) The legal relationship between GGmedia and the Client shall be governed solely by the contract concluded, including these General Terms and Conditions of Delivery. This contract shall fully reflect all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by GGmedia prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing in order to be valid. Telecommunication, in particular by fax or e-mail, is sufficient to fulfil the written form requirement, provided that a copy of the signed declaration is transmitted
(1) As the official data processor of AGF Videoforschung GmbH, GGmedia provides television usage data to production companies or companies or persons active in the production sector based in Germany. The television usage data is not collected by GGmedia itself but is made available to it by AGF Videoforschung GmbH (hereinafter referred to as AGF) in accordance with the binding conventions of AGF.
(2) AGF data within the meaning of these Terms of Delivery and within the meaning of the AGF conventions are all data on video usage from the AGF research system collected by AGF (or made available through comparable usage rights) and made available in the AGF software. The conventions serve the transparency of published data and protect the copyrights of AGF.
(3) GGmedia checks the data sets obtained from AGF for consistency and plausibility as well as obvious inaccuracies. It is not possible to check the accuracy of the content of the AGF data and GGmedia is therefore not obliged to do so.
(1) The Client bears sole responsibility for compliance with the conventions of the AGF as amended from time to time – currently available at www.agf.de under the URL www.agf.de/agf/konventionen. These shall automatically become an integral part of the contract between the Client and GGmedia
(2) The Client shall ensure that the latest available databases are used.
(3) The Client may use AGF data directly relating to productions created by the Client for his own self-promotion (e.g. on websites or in publications and brochures). The passing on, publication and other making available of AGF data by the Client is – insofar as the permissibility of the use does not already result from sentence 1 – only permitted if and insofar as this has been expressly agreed between the parties. Insofar as the use of AGF data not covered by sentence 1 is not expressly permitted by contract, any publication, passing on or making available of AGF data is not permitted and constitutes a breach of this contract and of the contractual rights of use. This applies in particular to the passing on of AGF Data to unauthorised third parties, the passing on of AGF Data to the media, research organisations and institutes as well as the publication or marketing of data on public websites.
(4) The Client must ensure that the data is forwarded and published in accordance with the relevant contractual provisions. Utilisation of the data by third parties or affiliated companies (within the meaning of § 15 of the German Stock Corporation Act) shall only be permitted in exceptional cases and shall require the express prior written consent of GGmedia, which shall only be granted in return for a separate fee.
(5) Any doubts regarding the authorisation of use or the application of the AGF conventions must be clarified with GGmedia.
(6) Commercial marketing of AGF data by sale to third parties is only permitted to AGF and its authorised data processors.
(7) In special individual cases, AGF data may be passed on or made accessible to third parties with the prior written consent of GGmedia. If necessary, a supplementary offer must be requested. Making available to third parties constitutes in particular
a) any publication of AGF data, e.g. on the Internet, and
b) handing over or making available the ‘TV FastFacts’ access data, and
c) making the AGF data available on an intranet or other platform unless it is ensured that only authorised persons within the meaning of this agreement can access it.
(8) Any consent within the meaning of para. 7 shall only apply to the data specifically named in the consent and only for the transfer or disclosure to the specifically named third parties, e.g. a certain group company. Consent to the transfer or disclosure of AGF data is freely revocable at any time. Any consent given to the forwarding and/or making available does not release from the obligations according to § 7 of these Terms of Delivery. Disclosure or making available to third parties by the Client is only permitted if and to the extent that the Client has obligated the third party to maintain confidentiality in accordance with § 7 of these Terms and Conditions of Delivery.
(1) All prices are exclusive of statutory value added tax. They relate exclusively to the respective, contractually agreed type of utilisation by the Client.
(2) Invoice amounts are to be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment. Payment by cheque is excluded unless agreed separately in individual cases. If the Client fails to pay by the due date, the outstanding amounts shall bear interest at 5% p.a. from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
(3) Offsetting against counterclaims by the Client or withholding payments due to such claims is only permissible if the counterclaims are undisputed or legally established or arise from the same order under which the delivery was made.
In the case of use of “TV FastFacts”, the data recipient undertakes to bind all employees with access to AGF data and/or “TV FastFacts” access credentials to confidentiality and to the processing of AGF data in accordance with AGF conventions. User consent in accordance with data protection regulations is obtained within TV FastFacts via an appropriate pre-login page.
(1) GGmedia’s liability for damages, regardless of the legal basis – particularly due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unauthorised action – shall be limited in accordance with this § 7, insofar as fault is involved.
(2) GGmedia shall not be liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a breach of material contractual obligations. Material contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects of title and such material defects that impair its suitability for use more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the Client to use the delivery item in accordance with the contract or to protect the Client or its property from significant damage.
(3) Insofar as GGmedia is liable for damages in accordance with § 7 (2), this liability shall be limited to damages which the seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen if he had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, GGmedia’s obligation to pay compensation for material damage and any further financial losses resulting therefrom shall be limited to an amount of EUR 5,000 per claim, even in the event of a breach of material contractual obligations.
(5) The above exclusions and limitations of liability shall apply to the same extent in favour of the executive bodies, legal representatives, employees and other vicarious agents of GGmedia.
(6) Insofar as GGmedia provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.
(7) The limitations of this § 7 shall not apply to the liability of GGmedia for intentional behaviour, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.
(1) The Client is obliged to treat all information obtained in the course of the contractual relationship as confidential and to impose a corresponding confidentiality obligation on employees, consultants and third parties to whom this information is legitimately disclosed
(2) If the Client becomes aware of any implausibility, methodological errors or other inaccuracies in the AGF data, GGmedia must be informed immediately. The disclosure of such information to third parties is prohibited.
(3) This obligation to protect confidential information does not include information that is publicly known. Publicly known information is information that was demonstrably already accessible to the Contractor or its bodies, employees and authorised representatives (hereinafter ‘Representatives’) prior to its disclosure or that became publicly known through no fault of their own during the term of this Agreement.
(4) Furthermore, the obligation of confidentiality shall not apply to courts and authorities if there is a legal obligation (including under criminal law) to pass on/disclose the information or if the respective information is relevant in civil proceedings between the parties or one of the parties and a third party. GGmedia must be notified of any disclosure of confidential information prior to disclosure, unless such notification is not permitted by law.
(1) If the Client is a merchant, a legal entity under public law or a special fund under public law, or if the Client has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the seller and the Client shall be, at the discretion of GGmedia, Munich or the registered office of the Client. In such cases, however, Munich shall be the exclusive place of jurisdiction for legal action against GGmedia. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
(2) The relationship between GGmedia and the Client shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
(3) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole
(4) All obligations of the Client regarding the use of AGF data and confidentiality (§ 4, § 6 and § 8) shall apply beyond the term of the respective contract.
