REPORTS AND DATA-STREAM PRODUCTS TERMS AND CONDITIONS

Dalia Research GmbH

Date of posting August 2016

Welcome to www.daliaresearch.com (‘the Site’), which is owned and operated by Dalia Research GmbH (‘Dalia’ , ‘we’ or ‘our’ as applicable).

These Terms and Conditions (‘Terms’) govern the use of this Site and any order for content or services that you place, in particular, the rights you acquire to use such content or services. By using the Site, you are agreeing on behalf of your business for it to be bound by these Terms. You should therefore read them carefully to understand your business’s rights and liabilities before placing an order or using the Site. The terms ‘you’, ‘your’ or ‘your business’ in these Terms are a reference to the business on whose behalf you act when using or placing an order from this Site. If you have any queries relating to them, please contact Dalia by e-mail (contact@daliaresearch.com) or call Dalia’s Berlin office during normal business hours. Alternatively, if you do not wish to be bound by these Terms, you should not use the Site.

1 CONTENT AND SERVICES AVAILABLE ON THE SITE

1.1 Dalia provides some content on the Site for free (e.g. blog articles and samples of reports) and some content that we charge for (e.g. full reports). You can purchase this content at the prices stated on the Site or access it by subscribing to a service that includes such content (“Data Subscription Service”). Any rights not expressly granted in these Terms are reserved.

1.2 If you wish to use our content in any way not expressly permitted in these Terms below (including, but not limited to making them available via an intranet or extranet or to or via a mobile device), you must first request written permission from Dalia. Dalia may grant or withhold permission for such use at its own discretion. If Dalia grants you permission for such use, in addition to any other conditions applied, you must attribute the content to Dalia in the following form: “source: © and database right Dalia Research GmbH 2016. All rights reserved.”

2 FREE CONTENT

2.1 Dalia makes content available for free on the Site including executive summaries of reports, podcasts and some articles. Please see below for details of how you are permitted to use this content.

PERMISSION TO USE FREE CONTENT

2.2 You can use the content that we make available for free on the Site for your own reference use only in connection with your business to view online, download one or more items of it onto the drive of one hardware device or print one copy of one or a reasonable number of items, provided you keep intact all and any copyright and proprietary notices. All other rights in relation to our free content are reserved.

3 CONTENT FOR PURCHASE

REPORTS

3.1 Dalia offers for purchase reports (‘Report(s)’) and data tables (‘Data Tables’) in digital format for download from the Site. For details of how you can use this content please see below.

3.2 Reports are available for download and use in certain specified formats, for example, Microsoft Powerpoint or Adobe PDF. It is your responsibility to check which format suits your needs best and which will enable you to successfully receive and access any purchased download before you place an order. Please note that from time to time Dalia may modify the formats in which the Reports are available, so you should always check before making a purchase.

3.3 When you purchase a Report, you may also be given access to statistical data. Where available, statistical data can be downloaded in Microsoft Excel spreadsheet format. Its use is also subject to the permitted uses and restrictions of use set out below in Clauses 3.5 and 3.6.

PERMISSION TO USE PURCHASED CONTENT

3.4 When you buy any of our content in digital form, what you are buying is the right to use it (or extracts from the same) for your own reference in connection with your business in the following ways only:-

  • to view it online;
  • to download one copy of that digital content in an available electronic format;
  • to store that content in electronic format on the drive of one hardware device; to print out one copy of that digital content;
  • to manipulate any statistical data that is provided with a Report;
  • provided that you keep intact all and any copyright and proprietary notices.

RESTRICTIONS ON THE USE OF PURCHASED CONTENT

3.5 You may not use the content in any way not permitted in Clause 3.7, in particular:

  • You may not offer the content for resale.
  • You may not scan, photocopy, fax, or in any other way reproduce or copy the content.
  • You may not share the content with anybody else.
  • You may not distribute the content whether by electronic mail, over any network or otherwise.
  • You may not upload the content to any database or server.
  • You may not display the content on any website or intranet. When you buy any of our books, you are permitted to use them in accordance with the copyright notice included in them and in accordance with copyright laws.

3.6 For creating and re-distributing New Materials to your clients:

To take one or more “Limited Extracts” (see below) from the digital content available through the Report(s) or Data Tables for the sole purpose of reproducing them in original “New Material” (see below) and supplying that New Material to the client who commissioned you to create it for use by that client for internal business purposes only.

Such extracts must comply with the following conditions in order to qualify as Limited Extracts for use in accordance with this clause:

  • the maximum amount which can be extracted from the digital content is, in the case of an individual written report, article or other document, 10% of that document, or, in the case of statistical data, 100 cells of data (“Limited Extract”); Limited Extracts may not, in aggregate, represent more than 10% of a report, document or other material created by one or more Authorised Users which incorporates those Limited Extracts (“New Material”);
  • the Limited Extracts must represent a commercially insubstantial part of the New Material when compared to the New Material as a whole;
  • the New Material must consist substantially of original material created by one or more Authorised Users and accordingly must not contain substantial amounts of material aggregated from third parties; the Limited Extract(s) reproduced in the New Material, and any conclusions drawn by the Authorised User which appear in the New Material and which are based on or refer to such extracts, are accurate, fair and reasonable;
  • all New Materials shall attribute the extracted digital content to Dalia Research in the following form: “source: © Dalia Research 2016”.
  • Neither you nor any Authorised Users may not produce any New Material which could reasonably be regarded as a substitute product or service for the digital content available through it. Accordingly, neither you nor Authorised Users may make New Materials available to the public generally, as part of a commercial information service.

3.7 Please note: If you are unclear about how you are permitted to use our services and content in accordance with these Terms, please ask us by contacting us (see Clause 21 for further information).

4 PURCHASING CONTENT AND SERVICES

ELIGIBILITY TO PLACE AN ORDER.

4.1 To be eligible to place an order for content on the Site, you must:

be placing an order on your own behalf or on behalf of your business and have the necessary authority to do so;
provide the required information in the product page forms;
confirm your agreement to the terms of making a contract with Dalia.

4.2 Your order is an offer by you to buy from us. The following steps have to take place before a contract is made online between you and Dalia:

  • You place your order for content on the Site by pressing the ‘Place order’ button.
  • This button appears below the order request form.
  • You will see an on-screen acknowledgement that your order has been placed.
  • Dalia will also send you an e-mail acknowledging the content that you have ordered. Within two working days Dalia will also send you an email containing an invoice with the total cost of your order as well as the products you ordered. This invoice is proof that Dalia accepts your order and therefore the contract is made between you and Dalia.
  • Upon successful payment in Euros (€) via credit card, PayPal or Invoice within the 30 days of receiving the invoice, Dalia will forward you a receipt of your payment.

5 PRICES AND PAYMENT

5.1 The prices for content and services quoted on the Site do not include VAT, any equivalent sales tax or delivery.

5.2 You will find the total cost of your order, with price, VAT (where applicable) and delivery itemised, in the invoice sent to you by Dalia within two business days after you have successfully completed the billing information form and placed your order. All orders will be invoiced in Euros (€).

5.3 Dalia currently accepts payment by the credit cards accepted by PayPal. You confirm that the credit card you use to make payment to Dalia is yours. You may opt to pay by invoice. If you choose to do so, Dalia will use the information provided in the order form to invoice you. Dalia will usually send any invoices to you by e-mail to the e-mail address you provided for invoicing purposes during the registration process.

5.4 Subject to credit card, PayPal and bank account authorisation, Dalia takes payment from your credit card, PayPal or bank account once you have completed the respective payment method requirements. In the unlikely event that Dalia is unable to supply the content you have ordered and paid for, Dalia will let you know as soon as possible. In the case of such an event, Dalia will give you a full refund if payment has already been taken.

5.5 If you have requested to pay by invoice and we have not received your payment details/payment, Dalia will contact you to bring this to your attention and to ask you whether you wish to proceed with your order.

5.6 Japan-based purchasers are subject to Japanese tax law changes effective on October 1st, 2015. This transaction may be subject to 8% Japanese consumption tax. The recipient of the service will need to pay the consumption tax on behalf of Dalia Research GmbH through a reverse charge mechanism.

6 DELIVERY

6.1 Because our products are digital, there are no delivery costs shown in your invoice.

7 ACCESSING PURCHASED CONTENT

ACCESSING PURCHASED CONTENT

7.1 Once you have submitted your order and the details entered have been confirmed (subject to any delays beyond Dalia’s control) Dalia will send you an e-mail confirming your purchase in the form of an invoice. Dalia will also send an email containing the products that you ordered. After downloading, your content will be available for you to use, in accordance with the usage restrictions set out in this document.

7.2 Provided that any download Dalia has provided to you is not defective, risk of loss of and damage to the content you have purchased passes to you once your download is complete.

8 CANCELLATION AND TERMINATION

CANCELLING YOUR ORDER

8.1 Dalia may decline your order for any reason, in which case Dalia will send you an e-mail telling you so. If the reason for declining your order is because Dalia cannot obtain authorisation of your payment details for any reason, then Dalia may invite you to pay by another method.

8.2 Although Dalia tries very hard to ensure that all information on the Site is accurate, occasionally errors may occur. If we discover an error in the description of any content or service that you have ordered, we will let you know and ask whether you wish to continue with your order or cancel it. If we discover that the correct price of any content or services you have ordered is lower than our stated price, we will charge you the lower amount and process your order. If the correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before processing your order or cancel your order and notify you of such cancellation.

8.3 To avoid any doubt, as this Site and its content are intended for business use only, you do not have an automatic right to cancel your contract with Dalia. We therefore regret that we do not offer refunds or accept returns, except in the case of returns of any defective Report(s) or Data Tables or refunds in circumstances where we are unable to supply the content you have ordered and for which we have taken payment (please see Clauses 7.4 and 12 respectively for further details).

8.4 If you opt to pay for any Report(s) or Data Tables by invoice, Dalia reserves the right to cancel any order(s) for the same if for any reason your payment is not processed within 30 days of the date of your order.

8.5 Dalia reserves the right to terminate any contract with you if your payment is not processed for any reason, but you have nevertheless received the content or access to services you have ordered. In such an event, Dalia may on notice to you withdraw your right to use such content or services (as described above) and require you to delete or return such content, including content obtained through any services provided, as appropriate.

9 DEFECTIVE CONTENT

9.1 If any Report(s) and/or Data Tables is defective (e.g. it is corrupted), then please contact Dalia via contact@daliaresearch.com to notify us. You will be entitled to a replacement. This constitutes Dalia’s sole liability to you for any defective content you have purchased or accessed through the Site.

10 THIRD PARTY SOFTWARE

10.1 You acknowledge that you might need to download and activate certain third party software in order to download, view and use any of the digital content provided on the Site (e.g. Adobe Reader).

10.2 In order to use such third party software or technology you may have to explicitly accept the terms of a licence agreement with that third party. You acknowledge that Dalia has no responsibility or control over such third party software or their licence terms.

11 PRIVACY POLICY

11.1 Dalia takes your privacy seriously. Please read the Privacy Policy (https://daliaresearch.com/privacy-policy/) to see what personal information Dalia collects and how it deals with this information.

12 LINKS

12.1 The Site may include links to third party websites such as useful research websites and promotional partners. Dalia has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. Dalia therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.

12.2 If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk. In particular, any personal information you give to a third party website will be dealt with in line with that third party’s privacy policy, not Dalia’s, so please ensure that you read their privacy policy before you provide any personal information.

12.3 You may link from your own website to the Site, provided:

  • the Site is not loaded into frames on your website and is not otherwise passed off as your own content; and
  • your website or service does not misrepresent its relationship with Dalia or present false information about Dalia.

12.4 Dalia reserves the right to withdraw linking permission at any time without prior notice.

13 YOUR/AUTHORIZED USERS USE OF THE SITE

13.1 Dalia encourages your use of the Site and our content and services on the Site. However, Dalia requires that your use of the Site is lawful. Consequently, you may not use the Site for any illegal purpose and in particular you will not interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.

14 INTELLECTUAL PROPERTY

14.1 You acknowledge that all copyright, database right, trade marks and all other intellectual property rights in the Site and the content made available via the Site, will at all times remain vested in Dalia or its licensors, which reserve all such rights.

14.2 You shall at the request and expense of Dalia do all such things as may be reasonably required to assist Dalia in taking or resisting any legal proceedings in relation to any infringement of any such rights.

14.3 For information on how you are permitted to use the content made available on the Site, please see the permitted uses and restrictions of use set out above in these Terms.

14.4 The trade marks ‘Dalia Research’ and ‘e28’ are owned by Dalia. All other brand names and trade marks that appear on the Site are trade marks or trade names of their respective holders. No permission is given in respect of the use of any of these brands or marks, and any such use may constitute an infringement of the holder’s rights.

15 CONFIDENTIALITY

15.1 The parties to any contract made under these Terms acknowledge that they or their employees may, in the course of performing their responsibilities under these Terms, be exposed to or acquire non-public information which is proprietary to or confidential to either party or third parties to whom they owe a duty of confidentiality (“Confidential Information”). The parties agree to hold Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the provision of content and services to you and Authorised Users as contemplated by these Terms and to advise each of its employees who may be exposed to Confidential Information of their obligations to keep such information confidential. This provision shall survive termination of any contract made under these Terms.

15.2 Dalia agrees that it will not, without your prior written consent, represent, directly or indirectly, that any product or any service(s) provided by Dalia has been approved or endorsed by you. This provision shall survive termination of any contract made under these Terms.

16 WARRANTIES AND INDEMNITIES

16.1 Dalia warrants:

16.1.1 that it has permission from the original rights owners to allow you to use the content available via the Site, in accordance with these Terms.

16.1.2 to operate the Site and provide services through it with reasonable skill and care and to use reasonable endeavours to correct any faults of which it is aware.

16.1.3 that the content accessible via any Report(s) and Data Tables, will conform in all material respects to their respective descriptions as set out in the descriptions provided for on the Site. This warranty is given subject to the qualification that changes may be made to the content and services on the Site from time to time as mentioned in Clause 18

16.2 You agree to indemnify, defend and hold harmless Dalia, its directors, officers, employees and licensors from and against any claim, liability, cost, damage or loss Dalia may incur (including reasonable legal fees) as a result of any actions you or Authorised Users take which disrupt access to and/or functioning of the Site and/or any breach by you of your obligations under these Terms, including but not limited to any breach by you or by any Authorised User of the permissions granted to you under these Terms.

16.3 Subject to Clause 16.4, Dalia shall indemnify and hold you and Authorised Users harmless from and against any damages, awards or penalties, including proper and reasonable legal fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use by you or any Authorised User of the content and services we provide to you in accordance with these Terms.

16.4 The indemnity contained in Clause 16.3 shall be subject to the following provisions:

16.4.1 It will not apply to any claim which relates to any modification, abstraction or other change made by an Authorised User to any content we make available to you or them by any means.

16.4.2 You shall immediately notify Dalia on receipt of any allegation of infringement and shall make no admission or take any action without Dalia’s express written authority.

16.4.3 Dalia shall have the sole right to deal with any such claim and to defend the legal proceedings in respect of such claims at its own expense, including the right to compromise or settle or otherwise dispose of any such claim.

16.4.4 You shall provide, at Dalia’s expense, such assistance in investigating and defending such claims as Dalia may reasonably request. This indemnity shall survive the termination of any contract made under these Terms.

17 EXCLUSIONS & LIMITATIONS OF LIABILITY

17.1 The sole warranties given by Dalia are those contained in Clause 16.1.

17.2 Nothing in these Terms will restrict any of your statutory rights or Dalia’s liability for death or personal injury resulting from Dalia’s negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be limited or excluded by applicable law.

17.3 The Site and Dalia’s products are intended for information purposes only and as such no information provided on or via the Site and Dalia’s products constitutes advice or recommendations. You should not rely on any information provided on or via the Site and Dalia’s products to make any decision. If you do, subject to Clause 17.2, Dalia is not liable for any loss or damage that may result.

17.4 Although the Site and Dalia’s products are provided in good faith and Dalia tries to ensure that the information for the same is accurate and complete, Dalia cannot and does not guarantee the accuracy, integrity, quality or completeness of the content available via the Site or its usefulness for any particular purpose. Dalia does not accept any liability which may arise as a result of any errors or incomplete information in such content.

17.5 Dalia does not have any knowledge of, nor control over, the particular purpose(s) for which the content and products available on the Site is used. Accordingly, subject to Clause 17.2, Dalia excludes any and all liability for any loss of any nature suffered by you, or by any of your clients or customers, as a direct or indirect result of your/their use of any of the content or services available on the Site or New Materials you or Authorised Users create or of making any business decision, or refraining from making any such decision, based wholly or partly on any data, expression of opinion, statement or other information or data contained in the content or accessible through the products available on the Site.

17.6 Except for the express warranties stated in Clause 16, the content and services available on the Site are provided on an “as is” basis. Subject to Clause 17.2, Dalia excludes any and all other warranties, conditions, or representations relating to the content and services, whether express, implied, oral or written, and including any which may be contained in any description, specification or proposal provided to you by Dalia, via the Site or otherwise. This exclusion applies to any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Dalia does not make any promises that your access to the Site or products will be delivered uninterrupted, timely or error-free. In particular, Dalia disclaims any liability in connection with any technical problems you may experience with the Site which may result in interruptions to the Site. Dalia makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horses, cancelbots, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer’s functionality or operation including transmission arising from your download of any content, software you use to download the content, the Site or the server that makes it available. In this respect you agree that it is your responsibility to install suitable anti-virus and security software on your computer hardware and other devices to protect against any such bugs, viruses or other such harmful programming routines. Any content downloaded or otherwise obtained through the use of the Site is done at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such content. All such implied provisions are hereby excluded to the fullest extent permitted by law.

17.7 To the fullest extent allowed by law, Dalia will not be liable for (i) any loss of data; use; reputation; goodwill or opportunity; (ii) any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether such loss is direct or indirect; or (iii) any indirect, special, incidental, punitive, consequential damages or losses that you may suffer, whether relating to your downloading, purchase or use, or inability to use, the Site or any content or services Dalia provides or otherwise, and, in each case, howsoever arising.

17.8 Other than as set out above, Dalia’s maximum aggregate liability to you for all claims whether arising in contract, tort, breach of statutory duty or otherwise, and, whether in respect of a single event, series of connected events or of unconnected events, will be limited to: (i) in the case of any defective content as described under Clause 9.1, the replacement of such content; or (ii) in any other case, the retail price of the content or service for which you have paid.

18 GENERAL CHANGES TO THESE TERMS AND THE SITE

18.1 Dalia may change these Terms at any time by sending you an e-mail with the modified Terms or by posting a copy of them on the Site. Any changes will take effect seven (7) days after the date of the e-mail or the date on which Dalia posts the modified Terms on the Site, whichever is the earlier. Your continued use of the Site after that period expires means that you agree to be bound by the modified Terms.

18.2 To ensure that you are aware of the most up to date version of these Terms, you will be asked to read and accept these Terms each time you place an order. Dalia also recommends that you print and keep a copy for your records.

18.3 Dalia reserves the right:

18.3.1 to make changes at any time to all or any parts of the Site and the details displayed on it (including content and prices);

18.3.2 to make changes from time to time to all or any parts of the Site (including any content accessible through such service) provided that the functionality and performance of the products and services offered, and the overall content made available, shall not be substantially and adversely affected from your perspective by any such changes. These changes may take the form of the addition, removal, correction or editing of content or the migration to a different format. Furthermore, these changes may be made for legal, editorial or other reasons;

18.3.3 to introduce appropriate technical protection measures to control access to any content on the Site in accordance with these Terms provided that no such measure shall adversely affect your rights or those of Authorised Users under these Terms.

ASSIGNMENT

18.4 You may not assign, sub-license or transfer all or parts of your rights or obligations under these Terms without prior written consent from Dalia.

FORCE MAJEURE

18.5 Occasionally Dalia is unable to perform its obligations under these Terms due to circumstances beyond its reasonable control. In such circumstances including, but not limited to, system failure, fire, flood, earthquake and other natural physical disasters, strikes, trade disputes, lock outs, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, Dalia’s inability or delay in performing its obligations will not be deemed to be in breach of contract.

REPRESENTATIONS

18.6 Each party acknowledges that in accepting these Terms it has not relied and is not relying on any representations or warranties (whether implied or otherwise) other than those expressly set out in these Terms and the parties irrevocably and unconditionally waive any right they may have to any remedy in respect of any other such representation or warranty except in the case of fraud.

SEVERABILITY

18.7 If any of these provisions is deemed invalid, illegal, void, unenforceable or in conflict of the applicable law of any jurisdiction, that provision will be deemed severable from the rest and will not affect the validity, legality and enforceability of any remaining provisions.

ENTIRE AGREEMENT

18.8 These Terms govern Dalia’s relationship with you and represent Dalia’s entire agreement with you and Authorised Users in connection with your use of the Site and the content made available via the Site.

WAIVER

18.9 If you breach these Terms and Dalia chooses to ignore your breach, Dalia will still be entitled to use the rights and remedies available to it at a later date or in any other situation where you breach the Terms again. A waiver of any provision(s) of these Terms by Dalia shall not be deemed a waiver of any other provision(s) of these Terms.

EXCLUSION OF THIRD PARTY RIGHTS

18.10 These Terms do not create any right enforceable by any person who is not a party to them.

GOVERNING LAW

18.11 Any disputes or claims arising out of or in connection with the contract are governed by and construed in accordance with the laws of the Federal Republic of Germany.

DISPUTE RESOLUTION

18.12 In the event of any dispute or controversy arising out of or in connection with these Terms, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under these Terms, which are not affected by the dispute.

18.13 If a dispute arises out of or in connection with this contract, both you and Dalia will attempt to settle it by mediation in accordance with the German Institution of Arbitration (DIS) Model Clauses.

18.14 If either or both you and/or Dalia refuse to initiate the mediation procedure within 14 days of the dispute arising or if you and Dalia both fail to agree terms of settlement within 30 days of the initiation of the procedure, you and Dalia will resolve the dispute by binding arbitration before a single arbitrator in accordance with the then current international arbitration rules of the International Chamber of Commerce. The arbitration shall take place in Berlin, Germany. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms.

18.15 Nothing in this clause or in the Rules of the International Chamber of Commerce shall prevent either you or Dalia from applying to the Court of any jurisdiction for such provisional or protective measures as are available under the laws of that jurisdiction.

19 NOTICES

19.1 All notices required or permitted under these Terms will, when provided by Dalia, be given in writing to the address and/or e-mail address provided by you at registration or, when being provided by you, be given in writing to our postal address in Clause 21 below using an internationally recognised express courier service.

20 COMPLAINTS

20.1 If you have any complaints, please contact Dalia via e-mail at contact@daliaresearch.com or by post (at the address below) and Dalia will do its best to resolve these.

21 CONTACT DALIA RESEARCH:

CONTACT INFO

The Site is owned and operated by Dalia Research GmbH.

Dalia Research GmbH

Skalitzer Straße 100

10997 Berlin

Telephone: + 49 (0)30 6956 7373

E-mail: contact@daliaresearch.com

Registered in Germany

Local Court: Amtsgericht Charlottenburg

Commercial Register Number: HRB 153474B

VAT Number: DE 292191686

Managing Director: Dr. Nico Jaspers