Terms and Conditions

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between DIPMB – Deutsches Institut für Produkt- und Marktbewertung GmbH, Montanusstraße 62, 41515 Grevenbroich, registered in the Commercial Register of the Mönchengladbach Local Court under HRB 18008 (hereinafter “DIPMB”), and its clients (hereinafter “Client” or “Customer”) regarding the provision of services, in particular market research, product evaluation, certification, awarding of quality seals, studies, and consulting.

(2) These Terms and Conditions apply exclusively to business customers as defined in Section 14 of the German Civil Code (BGB). DIPMB does not enter into contracts with consumers as defined in Section 13 of the German Civil Code (BGB).

(3) Any deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of this Agreement to the extent that DIPMB has expressly agreed to their validity in writing. This requirement shall also apply if DIPMB performs the services without reservation.

(4) Agreements made in individual contracts (including ancillary agreements, addenda, and amendments) shall always take precedence over these General Terms and Conditions. The content of such agreements shall be governed by a written contract or a written confirmation from DIPMB.

§ 2 Scope of Services

2.1 Certifications and Seals of Approval
DIPMB evaluates products, services, and corporate strategies using scientific methods—in particular, AI-based analysis of publicly available data, quantitative and qualitative methods, and consumer panel surveys. If the evaluation results are positive, DIPMB awards seals of approval, including:

• Best Brand
• Best Product
• High Customer Satisfaction
• Sustainable Business Strategy
• Quality Brand (Germany, Austria, and Switzerland)

The specific quality seals agreed upon are set forth in the respective individual contract or offer.

2.2 Market Research and Studies
DIPMB conducts customized market research studies, opinion polls, and brand popularity analyses on a commissioned basis. Commissioned work is treated confidentially; results are made available exclusively to the client.

2.3 Consulting and Market Entry Support
DIPMB advises international companies on entering the German market, as well as on product positioning and competitive analysis.

2.4 Licensing of Awards
The right to use an awarded seal of approval for promotional purposes (license) is granted to the client only after the relevant license agreement has been concluded and the license fee has been paid in full. Use of the seal of approval for promotional purposes is not permitted prior to the acquisition of the license.

§ 3 Conclusion of the Contract and Offers

(1) Offers made by DIPMB are subject to change and non-binding unless they are expressly designated as binding.

(2) A contract is not concluded until DIPMB issues a written order confirmation or until the agreed service has been provided.

(3) Any changes to the scope of services must be made in writing and are effective only if DIPMB expressly confirms them.

§ 4 Client’s Obligations to Cooperate

(1) The Client shall provide DIPMB with all information, documents, and data necessary for the performance of the services in a timely and complete manner.

(2) The client shall designate a designated contact person who will be responsible for coordinating the contracted services.

(3) Delays in the provision of services attributable to insufficient cooperation on the part of the client shall not be the responsibility of DIPMB. In such cases, DIPMB is entitled to invoice separately for any reasonable additional expenses incurred.

§ 5 Prices, Payment, and Due Dates

(1) The prices listed in the relevant offer or contract apply. All prices are in euros and do not include the applicable sales tax.

(2) Unless otherwise agreed in writing, invoices issued by DIPMB are due for payment without deduction within 14 days of the invoice date.

(3) In the event of late payment, DIPMB is entitled to charge late payment interest at a rate of 9 percentage points above the applicable base rate pursuant to Section 247 of the German Civil Code (BGB); the right to claim further damages remains unaffected.

(4) The Client may only exercise set-off rights if its counterclaims have been legally established, are undisputed, or have been acknowledged by DIPMB. The Client may exercise a right of retention only to the extent that it is based on the same contractual relationship.

(5) In the case of annual contracts or ongoing services, DIPMB is entitled to adjust prices with six weeks’ notice, effective as of the next renewal period.

§ 6 Rights of Use and Licenses

(1) All rights to studies, reports, evaluation results, quality seals, graphics, and other work products produced by DIPMB (hereinafter “Works”) remain with DIPMB, unless otherwise agreed in writing.

(2) Upon receipt of full payment, DIPMB grants the Client a non-exclusive, non-transferable right to use the agreed-upon works for the purpose and during the period specified in the contract.

(3) The right to use a quality seal for promotional purposes (license) is governed exclusively by a separate license agreement. It includes, in particular:

• Use on the company website
• Use in print and promotional materials
• Use on social media channels (Instagram, Facebook, LinkedIn, etc.)
• Use in corporate communications

(4) The transfer, sublicensing, or assignment of the granted rights to third parties is prohibited without the express written consent of DIPMB.

(5) Upon expiration of the license or usage period, the Client is required to immediately cease using the works and seals and to remove all materials.

§ 7 Confidentiality and Data Protection

(1) Both parties agree to treat as confidential all confidential information of the other party that comes to their knowledge in the course of the contractual relationship and not to disclose such information to third parties, unless it is already in the public domain or the other party has consented to such disclosure in writing.

(2) The processing of personal data is carried out exclusively in accordance with the applicable General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). DIPMB processes personal data of the client’s employees solely for the purpose of contract fulfillment. Further details are set forth in DIPMB’s privacy policy.

(3) To the extent that DIPMB processes personal data of third parties on behalf of the customer, the parties are required to enter into a data processing agreement in accordance with Article 28 of the GDPR.

(4) The duty of confidentiality shall remain in effect indefinitely, even after the termination of the contractual relationship.

§ 8 Warranty and Liability

(1) DIPMB provides its services in accordance with the current state of the art and recognized market research methods. However, DIPMB does not guarantee any specific economic success for the client.

(2) Evaluation results and quality seals are based on the data available at the time of the evaluation. DIPMB is not liable for changes in market conditions that occur after the evaluation is completed.

(3) DIPMB has unlimited liability for:

• Damages resulting from injury to life, limb, or health,
• Damages resulting from intentional or grossly negligent conduct on the part of DIPMB, its legal representatives, or vicarious agents,
• Damages arising from the assumption of an express warranty,
• Damages under the Product Liability Act.

(4) DIPMB shall be liable for damages caused by simple negligence only to the extent that material contractual obligations (cardinal obligations) have been breached. In such cases, liability is limited to the typically foreseeable damage, but shall not exceed the value of the respective order.

(5) In all other respects, DIPMB’s liability—regardless of the legal basis—is excluded.

§ 9 Term and Termination

(1) The term of the contract and the notice periods are specified in the respective individual contract.

(2) If there is no provision regarding the term of the contract, either party may terminate the contract in writing with four weeks’ notice to the end of the month.

(3) The right to terminate the contract for cause remains unaffected. Cause exists, in particular, if:

• the client defaults on payment and fails to remedy such default within 14 days of receiving a reminder,
• the client breaches material contractual obligations and fails to remedy such breach within a reasonable period of time after receiving a warning,
• insolvency proceedings are filed against or commenced with respect to the client’s assets.

(4) Services already rendered must be paid for until the contract is terminated.

§ 10 Promotional Referencing

DIPMB is entitled to use the client’s name and logo as a reference in its corporate communications (e.g., website, list of references), provided the client has not objected in writing.

§ 11 Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive venue for all disputes arising out of or in connection with this contract shall be Mönchengladbach, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law. DIPMB is also entitled to bring an action against the Client at the Client’s general venue.

(3) Should any provision of these Terms and Conditions be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision.

(4) Any amendments or additions to these Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement itself.

(5) These Terms and Conditions supersede all previous versions.