Terms

1. Area of application.

All offers and services of just-sample Digital Research Solutions GmbH (hereinafter mentioned as Just-sample) occur exclusively on the base of these general terms and conditions in the latest valid version. Variances to these terms and conditions requires the written acceptance of Just-sample. The general terms and conditions of the respective customers do not become integral part of the contract unless this is agreed separately. The terms and conditions can be requested by Just-sample at any time. The current version is published at: https://just-sample.com/Terms.

2. Offers and order confirmation.

The base for the services of Just-sample is the order placed by the customer as well as the documents and information/briefings provided by the customer. The transmission of catalogs, brochures or price lists does not oblige to delivery. The representation on the website http://www.just-sample.com do not represent an offer from Just-sample. Just-sample generally submits the offer to the interested party in form of a study proposal / study design, in which the task, the service, the required time for the study and the remuneration to be paid are specified.

An order is only placed with the written order confirmation from Just-sample or through delivery and/or service. The silence of Just-sample is not an acceptance. If the order confirmation or the service differ from the order, it is approved by the customer, unless the customer notifies written the contrary within one week.

The documents as well as illustrations, drawings, brochures and other service descriptions belonging to the offers are to be understood as approximate values ​​and in particular do not represent any warranties of properties unless they are expressly designated as binding in writing. Just-sample employees are not authorized to make verbal side agreements or to give verbal assurances that go beyond or change the content of the written contract. Offers are valid for 30 days from the date of delivery. Just-sample can not guarantee the exclusivity for certain product fields, study designs, objects of investigation or survey methods, unless this is agreed in writing.

3. Rights and obligations.

Just-sample realizes the orders taken in the sense of advisory services in accordance with the job principles and professional rules of the market and social research. Just-sample is subject to the assignments of Esomar international code of experience in market and social research. Just-sample will realize the interests of the customer appropriately and with the care of a proper businessman. Just-sample is not obliged to check the documents, data and information provided by the customer on completeness, correctness and if they are useful for the intended purpose, to take action with third party rights or violate against legal assignments (e.g. law against unfair competition, trademark protection law, etc. ).

The contractual relationship starts with the signing of the contract and ends with the mutual making delivery. Contractual relationships with an undefined period of time can be terminated written by both partners subjet to a term of 3 months at the end of a month. The services of Just-sample are divisible in case of doubt. Just-sample is not obliged to save data generated in the course of an order/ a study or keep them available for the customer beyond the end of a project. Without a separate order, Just-sample will not indicate the customer of any risks associated with the provision of contractual services, in particular those of a legal nature (unfair competition, trademark protection, etc.). Acting on the instruction of a customer, Just-sample will check the services and measures provided for their compatibility with the law against unfair competition (UWG) or other legal assignments and notify the customer in writing of any concerns. However, this presupposes a written order placed by the customer in advance. The customer will pay the incoming costs, for example legal advice costs, itself.

Just-sample will try to provide all services within the agreed deadlines. If the start of the performance of a service is delayed or if delays or interruptions occur during the performance, Just-sample will take action to avoid exceeding the agreed deadlines or to keep them as small as possible. If the start of the performance of a service is delayed or if delays or interruptions occur during the performance due to circumstances that are within the sphere of the customer the agreed deadlines will be extended to a reasonable extent. Production and delivery obstacles not caused by Just-sample, e.g. act of nature beyond control, strike, operational or delivery troubles, reduction and loss of working hours, difficulties with transporters as well as governmental interventions cause a reasonable extension of delivery times and deadlines.

Just-sample is authorized, at its own discretion, to use third-party services and to substitute such services (“procurement assistant”) by performing covered by the contract services. Just-sample is committed to choose procurement assistants carefully. If the customer asks for a certain subcontractor, Just-sample is not liable for the correctness, completeness or quality of its work, unless there is a breach of duty by Just-sample. The customer agrees to the delivery of data and information by email until written cancellation. Just-sample provides data/ information in standardized formats (Word, Excel, Powerpoint, PDF).

Just-sample and the customer undertake to treat all information exchanged in the course of the performance of the order as strictly confidential and to use it exclusively for the performance of the order. The employees are respectively obliged to do so. This obligation also applies to the time after the completion of the order. This obligation does not exist for information for which the other party can prove that it was known before the reception or that it was known to the public before the reception or that it became accessible to the public after the reception without the receiving party being responsible for it. Only the customer itself, but not its vicarious agents, can release Just-sample in writing from this professional secrecy/ non-disclosure agreement.

Competitive comparative publications mentioning Just-sample as the performing institution are only permitted with the agreement of Just-sample and requires the approval of the specific text to be published. The use of test results and reports in advance of legal proceedings (e.g. court proceedings, arbitration proceedings, governmental proceedings) is prohibited without the previous written agreement of Just-sample - subject to primary legal/ administrative regulations or judicial decisions. If the customer wants to quote all or parts of the report, so the customer have to identify the quotes as such and name Just-sample as the author of the report. The customer releases Just-sample from all claims that are asserted against Just-sample if the customer has intentional or illegal used the properly obtained results/ information, in particular through illegal and/ or wrong advertising.

4. obligation to cooperate.

The customer is obliged to support Just-sample to the best of its ability and to cooperate by performing the order. The customer is particularly obliged to provide Just-sample with all the documents, data and information required to fulfill contractual obligations in the required form and to inform Just-sample of all the circumstances and processes relevant to the performance of an order (e.g. background information).

5. Changes | Variance | Adaptations.

Costs based on a belated change or adaption of the order have to be paid 100 percent by the customer.

6. Price | Terms of payment.

The prices are based on the costs at the time of the last valid price offer. If the costs increase at the time of delivery or service, Just-sample is authorized to adapt the prices accordingly. The legal sales tax will also be charged in addition. The price applies in the national currency declared on the offer/ invoice or optional in euro.

Unless otherwise agreed, payments become due without discount within 14 days. Just-sample is authorized at its own discretion to invoice for partial delivery and to request advance payments. Charges (e.g. travel expenses) are paid separately. Payments can only be made to the specified Just-sample account with the effect of discharging the debt. Incoming payments are first charged on costs, then on interests and finally on capital. The fee also completely belong to Just-sample even if the order is not completed for reasons that are not within the sphere of Just-sample. The debit assignment  of paragraph § 1168 Section 1 ABGB is also waived as §1168a 1st sentence ABGB. If there is no objection in written form and reasoned within 10 days, the invoice is considered approved. A payment is only completed if Just-sample can dispose of the amount.

Estimates and offers from Just-sample are without obligation. If fees, taxes or other charges (e.g. transport costs, delivery costs) are demanded in connection with the delivery, then the customer have to pay for it. In the event of an objective default of payment the customer has to pay default interest of 5 percent above the respective base rate of the European central bank, but at least 1 percent per month. Any granted discounts, reductions or other benefits will be refused in the event of a delay in payment or in the event of a insolvency proceedings of the customer. In case of an objective default of payment the customer has to pay dunning costs and expenses of collection. If insolvency proceedings are opened about the customer, bankruptcy about the assest of the customer are not opened in default of break-even assest , execution proceedings are initiated against the customer, the customers financial situation declines, credit information about the customer are not completely harmless or if the customer has a default of payment as against Marktagent, then Just-sample is authorized to request immediate payment of all amounts, including those not yet due. In addition, Just-sample is authorized in each of these cases to make further deliveries confirmed by Just-sample dependent on prepayment or safekeeping even if no such has been agreed.

An order cancellation requires the written acceptance of Just-sample. In this case, as well as in the event of an unjustified withdrawal by the customer, Just-sample is authorized to request in addition to a cancellation fee of 10 percent of the non-valid order value, also an enforcement of legal requirements.

7. reservation of title.

Just-sample keep the proprietorship of all delivered physical objects until full payment. After prior notice, Just-sample is authorized to withdraw from the agreement and to collect the reservation goods if the customer is objectively in default with the performance of its commitment or if circumstances occur so that the requirements of Just-sample are at risk.

8. industrial property rights | Privacy.

Just-sample grants the customer for the duration of the contractual relationship (unless otherwise agreed in writing, this is the time of completing the service and a subsequent period of 24 months) of all services, results and related to the respective order, especially all on works within the meaning of the copyright law, such as in particular on all texts, graphics/ charts/ tables, pictures, layouts, ideas, concepts, plans, sketches, advertising materials, movies, drafts, designs, labels etc. (both in electronic as well as in non-electronic form) a right of use restricted to the Republic of Austria (usage permit). The factual extent of this right of use depends on the purpose of the individual order or the individual measure. This also applies to any online access to results granted by Just-sample for the customer. The results and creations included in this usagee permit may only be passed on to third parties (in particular publication, release for further processing, evaluation) with the explicit approval of Just-sample with reference to the respective purpose. If third-party services are used, Just-sample will ensure that corresponding agreements are concluded with those third parties, so that it is ensured that Just-sample receives the rights to use these services within the meaning of this contract point.

Changes of services, results and creations, especially of works within the meaning of the copyright law, are only permitted with the approval of Just-sample or the author. The customer acquires all rights of use and exploitation only after the complete settlement of all due invoices. Until then the customer is only authorized to use it on revocation at any time. In the event of a delay in payment, Just-sample is authorized to demand an omission of the usage of all provided services.

9. guarantee.

Just-sample does not guarantee for the specific usability of the services without express written acceptance. Just-sample does not guarantee that the data collected, evaluated and analyzed according to the rules and methods of market and social research can be used commercially by the customer in a certain way.

In the event of any loss of any claims resulting from a faultiness, the customer is obliged to immediately and comprehensively check the performance of Just-sample - also with regard to its suitability for the intended purpose - and to report any faults immediately in writing, stating the exact faults. The customer is not authorized to withhold payments due to insignificant faults or to withhold payments due for one part of the goods because another part of the goods has significant faults. Any warranty claims are suspended as long as the customer is in default of payment. This suspension does not prevent the start, run and end of the warranty period. The customer is obliged to support Just-sample in identifying and correcting faults and to enable all necessary measures (such as access, inspection of documents, provision of comparative data, etc.). If the customer does not meet its obligation to support in correcting the fault despite a written reminder from Just-sample, the assertion of any claims resulting from a defective service is excluded.

10. liability.

The liability of Just-sample is basically limited to damage that can be proven to have been caused intentionally or at least through gross negligence. The liability per project is limited to the net of tax order value. The replacement of consequential damage, loss of profit and damage by third parties is excluded in any case. Claims for compensation for damage by other expulsion, must be proved judicially at the latest within one year of the delivery date. After the expiration of the deadline no liability is accepted for damage proved or for damage which first occur .

11. liability of product test.

The customer releases Just-sample from all claims against Just-sample or against Just-sample employees due to damage caused by the tested product. The customer is responsible for ensuring that all necessary chemical, medical, pharmaceutical or other technical tests/ examinations/ analyzes of the test product have been executed. The customer is responsible for ensuring that the product is suitable for the test and, if a check was necessary and has taken place, that there was no indication that the product could cause any damage. The customer is in charge that all information required by law or regulation and/ or necessary for the use of the product is available for Just-sample so that Just-sample can circulate information to the participant of the test.

12. SEt-off prohibition | receiving agreement | right of retention.

The set-off with counterclaims by the customer against requests of Just-sample is excluded. Just-sample is authorized to release all rights and obligations from the business relationship with the customer to a third party when taking over the agreement. The customer has to be informed when taking over the agreement. With the acceptance of the contract, Just-sample quit the contractual relationship with taking over the agreement and the third party get into the agreement with all rights and obligations. An assignment of claims from the business relationship is only permitted within the conditions of § 1396 ABGB. As long as the customer has not completed all obligations or liabilities from the business relationship with Just-sample, Just-sample is authorized to reserve all services and deliveries.

13. right of withdrawal.

Just-sample is authorized to withdraw from the contract if (a) the customer violates a not only insignificant contractual obligation and does not remove this violation despite warning and setting a reasonable grace period, whereby the repeated violation of even insignificant contractual obligations is also an  essential Breach of contract (b) the service cannot be provided for reasons for which Just-sample is not responsible, (c) insolvency proceedings are opened via the customer or are not opened due to a lack of cost-covering assets, (d) an event of force majeure occurs which Just-sample prevents service from being completed, or (e) there is another reason which makes it considerably more difficult for Just-sample to provide their services.

14. place of performance | court of jurisdiction.

For all claims from the agreement, Baden (near Vienna) is the agreed place of performance and the regional court of Wiener Neustadt has exclusive jurisdiction. However, Just-sample reserves the right to sue the customer at its office.

15. Written form reservation.

Acceptance of Just-sample or changes to the agreement/ service requires a written confirmation from Just-sample to be legally effective.

16. non-competition clause.

Just-sample employees may not be employed by the customer as employees, freelancers or commissioned directly 12 months after completing the order. Just-sample is authorized to charge a contract penalty of EUR 20,000 in the event of a violation of these regulations.

17. Delivery | Accounting.

Deliveries (e.g. invoices or reports) from Just-sample to the customer will be carried out to the address last given by the customer.

18. Other.

The office of Just-sample is the agreed place of performance.

Just-sample reserves the right to change these general terms and conditions at any time. The changed general terms and conditions apply from the date of validity for all orders received afterwards.

The customer expressly declares his acceptance that Just-sample may use his data (e.g. name, address, telephone number, email) for its own purposes for information and marketing measures in connection with products, services and events, in which the customer expressly agrees to telephone calls, including the sending of telecopies and the sending of electronic mail by Just-sample for such information and marketing measures. This acceptance can be canceled at any time.