GCRD international Dr. Pascal Ditté
Phone: +49 (0) 211 1638 0102
USt-ID: DE 8153 16566
General Terms and Conditions
GCRD international Dr. Pascal Ditté
as of July 01 2019
1. General remarks and scope
1.1. The following contractual terms govern the relationship between GCRD international Dr. Pascal Ditté (hereinafter also referred to as “GCRD international”, “GCRD”, “We”) and its customers and suppliers (hereinafter also referred to as “Subscriber”, “Client“, “User“ , “Contributor“, “You”).
1.2. GCRD conducts business exclusively on the basis of the below General Terms and Conditions. These may be requested at any time by phone, fax or email. For an initial order, the General Terms and Conditions are also transmitted in writing along with the contract documents.
We expressly reject any terms and conditions that contradict or deviate from our General Terms and Conditions, and these shall not become part of the contract through acceptance of the offers from GCRD or GCRD subscription orders, even if GCRD has not once more expressly rejected them.
1.3. For subscription orders to GCRD products, the following regulations shall apply: A completed and signed subscription order form sent from a prospective Client to GCRD is regarded as an offer to GCRD to conclude a subscription contract. The Client receives a confirmation of receiving the subscription order form by GCRD, which is however not yet a confirmation of a subscription contract.
A subscription contract between the Client and GCRD becomes effective as soon as (a) the Client has been granted access to the requested information product by GCRD and the Client has (b) received the invoice from GCRD about the subscription with details of the order within (c) a contract acceptance period of up to five working days from the date of sending the subscription order form.
2. Products and services
GCRD international Dr. Pascal Ditté was established in 2011. The core business of the company is the provision of information about relevant research sources for the carrying out of compliance research and integrity due diligence in the form of web-based data bases (hereinafter also referred to as “Product”, “data base”, “data bases”, “data product”, “data products” or “Directory”). Advisory services are offered in addition and on request.
2.1. The purpose of the GCRD data products is to draw up the most comprehensible possible general view of worldwide compliance-relevant research sources, relevant registers, products and services.
The data bases have been conceived as a structured material collection of raw information or quotes on different topics and individual questions which contain information and links to the references or information on their origin/source. It thus offers not editorially finalised information profiles but, rather, a professional collection of links and material with information on the sources which contain the level of information at the point of time of collection and indicators which should alleviate their evaluation.
In addition, analysis and interpretation of data may be included as well.
2.2. The content depends on the product and may be generated from desktop/data research or expert input including user generated content. Other sources of input may be used as well, depending on the product or service.
2.3. Through the way and manner of the information presentation and the provision of metadata on the information origin concerned, where possible, the user is to be given support in forming his own judgement on the origin and reliability of individual pieces of information. The valuation of the information is thus the responsibility of the user.
2.4. Inasmuch as the data base content concerns descriptions of commercial providers and services, the content may have the character of advertising in particular if it concerns information which originates from the commercial providers themselves or is collected from them.
2.5. The nomination of product or company names or brands, services or registers by GCRD only has descriptive character. No violation of copyright or other rights of third parties by GCRD is intended at any point of time.
2.6. The entries in the data base and the nomination/description of companies, products, services, registers, sources etc. are in no way a recommendation on the part of GCRD unless otherwise noted.
Products, companies, brands or other public or private institutions or organisations stated in this directory are in no relation of partnership to GCRD, inasmuch as not otherwise mentioned (e.g. as contributor, sponsor or other).
2.7. Attention is expressly drawn to the fact that, in the use of research sources, which are stated in the directory, the conditions of the provider concerned shall apply and that GCRD has no influence on these. This can, for example be legal restrictions in respect of the circle of users, individual access conditions, restrictions in the use and passing on of information from a source of research/register/data base or the data protection regulations of the provider concerned. The client should always find out in the run-up and be quite clear before visiting external sites or registers/data bases.
2.8. The use of the GCRD data bases is not a legal consultation nor is it the replacement for one. It is therefore urgently recommended to procure legal advice in the case of specific questions.
2.9. The creation of the information products and the carrying out of our services takes place to the best of our knowledge and belief. In spite of the greatest possible care and transparency, however, we cannot assume any guarantee or liability for the completeness, timeliness, topicality or correctness of the information contained therein or their selection.
2.10. The released profiles should, at the point of time of their being ordered/released, not be regarded as complete in content and do not mean any claim to completeness, timeliness, topicality or correctness. It concerns a living product, the content of which can always be enhanced in accordance with need, the structure and content of which can be subject to change. Updates, modifications to the structure, methodology, conception or design or the deletion of data records can take place without previous announcement.
3. Production term and availability
3.1. The degree of completion of the database content can vary. Content can have the status “work in progress” and therefore only be displayed in blocked or blackened form. The administrative release of content which is not yet accessible shall be processed after the placement of order with priority.
3.2. There is no claim to a complete and/or current information product during the contractual term. There is also no claim to a design or information origin of an information profile (such as experts’ contributions vs. desktop research) or influence on the design of information or question profiles within the directories.
3.3. A computer and a browser (Internet Explorer, Mozilla Firefox, Safari) are necessary for the use of the data bases (Internet Explorer, Mozilla Firefox, Safari). The user is responsible himself to ensure the security of his computer (Firewall, anti-virus programs etc.).
3.4. Under the given conditions, GCRD aims for the best possible availability of the data bases. The following factors are thereby of no consequence:
(a.) times of non-availability, which may be put down to a disturbance in the Internet which cannot be influenced or other circumstances which are not the responsibility of GCRD, or which are due to force majeure.
(b.) non-availability due to planned servicing works on the data base system which are carried out regularly,
(c.) non-availability due to compellingly necessary unscheduled servicing works; the user will be informed a far as possible;
(d.) non-availability which can be put down to the fact that the user does not have the required technical prerequisites temporarily or not at all.
3.5. GCRD may contact the client per e-mail or in any other manner within the framework of the customer support or to inform, for example, about modifications, innovations or new products.
4. User-generated content
Users may be given the option to actively contribute to the data bases or create a public profile inasmuch as there is interest for this and depending on the respective information product. If the user (hereinafter referred to as the “Contributor”) makes an appearance through creation of his/her own public profile or through the provision of contributions in the content generation, the following provisions shall apply:
4.1. the information collected by GCRD from the Contributor or provided by him/her shall be processed electronically.
4.2. the contributor shall grant GCRD an international, non-exclusive right to use the information supplied, unlimited in time and place and at any time revocable in writing.
4.3. the Contributor shall grant GCRD the international right, at any time revocable in writing,
(a.) to state him as the source for information supplied/provided.
(b.) if relevant, to place his logo on the GCRD web site(s).
(c.) if relevant, to create screenshots or thumbnails of web sites of the contributors and to integrate them stating the source on his site.
4.4. the Contributor shall ensure, that his contributions do not violate applicable law and that he has the right to use the content used in his contributions. The Contributor shall ensure that the origin of all information in his contributions is precisely documented.
4.5. the Contributor shall ensure that no rights of third parties are violated by his contributions (e.g., copyright, brand or personal rights). This also concerns quotes from external sources and includes, further, hyperlinks. The following are not permitted (for example):
(a.) content protected by copyright inasmuch as there is no authorisation for its use,
(b.) false statements of fact,
(c.) racist, xenophobic, discriminating or offensive content,
(d.) pornographic content or that inappropriate for minors,
(e.) content glorifying violence,
(f.) glorification of criminal acts,
(g.) glorification of drugs or other addictive substances,
(h.) content relevant to criminal law.
4.6. GCRD reserves the right to delete impermissible content, to issue a warning or to block access by the user/contributor. GCRD is, in particular, entitled, if it is aware of any possible violation of law, to delete the contribution, which is the object of dispute, immediately and without previous announcement.
4.7. There is no exclusivity for contributions of a user/contributor for the supply of information to certain countries, registers/profiles or facts.
4.8. In the case of violation of the rights of third parties by the contributor, GCRD shall be indemnified against any liability. If GCRD is the subject of a claim by a third party due to unlawful content, GCRD may have all costs arising reimbursed by the Contributor.
4.9. There is no claims to publication of information supplied in the contributions or influence on the way and manner of the presentation in the GCRD data base. GCRD reserves the right to remove the contributions. GCRD reserves the right further, to make comments on the information supplied and the contributions if necessary. They will be marked as such.
4.10. The Contributor has no claim towards GCRD to remuneration for the contributions supplied.
4.11. A Contributor may demand deletion of the contributions he has created at any time.
5. Co-operation of the Client
If the Client culpably omits or delays the co-operation to which he is obliged, GCRD may demand the remuneration agreed for the consultation not provided – after deduction of the expenses saved and any remuneration generated in the period of delay through replacement orders – without being obliged to subsequent service. If GCRD decides to provide the consultancy services nevertheless, this shall only take place after reasonable adaptation of the schedule. The same shall apply for the case that the Client comes into delay with acceptance of the consultancy services. Unaffected by this are the claims by GCRD to compensation for any additional expenses.
6. Rights to use
6.1. Inasmuch as, in the individual case, nothing else is agreed, GCRD international shall grant the Client a non-exclusive, non-transferable right to use, limited in time, for internal use of the work results and content which are drawn up or used within the framework of the contract.
The following provisions shall apply:
(a.) any remunerative or non-remunerative passing on or provision or other accessibility of information from the data base by the Client to third parties, which are not contractual partners in the terms of the contractual relationship between GCRD and the Client, is not permitted.
(b.) any commercial or non-commercial use of the data base extending beyond the actual intended use as internal research tool by the Client, in particular within the framework of the own products, requires the previous written approval by GCRD international Dr. Pascal Ditté and is object of a separate agreement.
(c.) The automatic or manual extraction, reading out or storage of data from the GCRD data base by the client is not permitted. In particular, the use of crawlers, spiders, bots or other methods is not permitted.
Contravention may amongst other things be the subject matter of claims for damages on the part of GCRD towards the Client.
6.2. The number of desired users for a data product at one time can be stated in the order form. User licences can only be granted to natural persons and they shall be nominated by the client by name;
If a data product is or has to be used by several employees at the same time (for example, at different locations), additional licences need to be booked. It is not possible for several users to use an individual licence at the same time.
6.3. The contractual term is defined in the contract or order inasmuch as nothing else has been agreed and independent of whether in this period retrievals have taken place.
6.4. If the retrieval of information profiles is carried out, the Client shall have access for the period defined in the order and depending on the data product selected.
6.5. A subscription to a data product shall be extended automatically by the same contractual term (up to 12 months) if it is not terminated four weeks before expiry of the contractual term in writing. At the beginning of the new contractual term, the fees shall become due in accordance with the current price list and invoiced.
6.6. A contract may be terminated by either contract party at any time at a termination period of two weeks without the statement of reasons. Fees paid or to be paid to GCRD up until this point of time shall not be refunded by GCRD.
6.7. GCRD is entitled to terminate the contract at any time without notice.
6.8. On termination of the contract GCRD is entitled to block the Client’s access to the data bases immediately.
6.9. Company, product, brand names or other content of this directory are protected by national and/or international law and are the property of the rights holder concerned.
Any, even partial, use of the work and services (presentations etc.) introduced or handed over by GCRD with the aim of successful placement of order, even if they are not protected by copyright, requires the previous approval of GCRD. This also applies to use in altered or processed form and the use of the ideas forming the basis of the work and services of GCRD inasmuch as they have not been used in the activities of the Client up to now. The acceptance of a presentation fee does not mean approval for the use of the work and services of GCRD.
8. Cost estimates and placement of order
Cost estimates shall basically be made to the Client before the commencement of any cost-causing work in written or electronic form and this shall be released by the Client.
GCRD is entitled to carry out the work transferred to it itself or to use the services of a third party.
9. Processing of orders
Templates, files and other work created by GCRD or which GCRD has had created to provide the service for which it is liable in accordance with the contract shall remain the property of GCRD. There is no duty of surrender for GCRD. GCRD has no obligation of custody.
10.1. The fees for subscriptions (such as access to data products or websites) or advisory services can be found in the current price sheet or in an offer by GCRD accepted during the binding period.
10.2. The pricing for data products is based on a subscription model. Price adjustments shall be notified in the case of possible extension to contract before the extension.
10.3. The prices for data products/subscriptions shall apply independently of the degree of completion/completeness of the products concerned.
10.4. The fees for advisory services provided by GCRD shall be calculated in accordance with the time required for the activity plus travelling and, if relevant, accommodation costs inasmuch as nothing else has been agreed.
10.5. If, however, the date is postponed, on which the services are to be provided, through circumstances for which GCRD is not responsible, to a point of time which is later than 4 months after receipt of the original order, the GCRD prices then applicable shall be taken as the basis for the remuneration to be paid in the case of any amendment to the fees which may have occurred in the meantime.
10.6. Retention of the fee or set-off is only permitted if the Client’s claims are recognised by GCRD or established with legal effectiveness. In the case of delay in payment, GCRD reserves the right to stop the service.
10.7. All fees stated are subject in addition to VAT.
11. Payment conditions
11.1. The prices agreed are net prices to which the currently valid statutory VAT shall be added. Other charges, also those arising subsequently shall be passed on to the Client.
11.2. The invoices issued by GCRD to the Client are due immediately after being made out without deduction.
11.3. The payment due date is 14 days after receiving the invoice.
11.4. GCRD is entitled to draw up interim invoices and/or advance payment invoices.
11.5. Up until complete payment of all invoices concerning the order, GCRD shall reserve the title in all documents and objects handed over. Rights in services of GCRD shall only be transferred to the Client on complete payment of all invoices concerning the order.
12. Liability for defects, guarantees and assurances and links
12.1. The data base suffices the criteria for practical suitability. Any functional impairment which arises from hardware defects, environmental conditions, faulty operation or similar is not a defect. Any appreciable impairment in the fitness does not substantiate any claim for defects.
12.2. The Client shall notify GCRD of any defects, disturbances or damage arising without delay.
12.3. GCRD shall eliminate defects after receipt of a written, comprehensible description of defect by the Client within a reasonable period.
12.4. The Client’s right to termination due to failure to grant use in accordance with section 543 sub-section. 2 no. 1 BGB shall only be effective if elimination of the defect does not take place within a reasonable period or can be seen has having failed.
12.5. Links and web sites of third parties
(a.) As the service provider, GCRD is responsible in accordance with section 7 sub-section 1 TMG for its own content in the data base in accordance with general law. In accordance with sections 8 to 10 TMG, GCRD is, however, not obliged to monitor transmitted or stored external information or to research circumstances which could indicate an unlawful activity. Obligations to remove or block the use of information in accordance with general law is not affected by this. Any liability in this respect is, however, only possible from the point of time of knowledge being gained of a specific breach of law. On such breaches of law becoming known, GCRD shall remove such content immediately.
(b.) The data base contains links to the external web sites of third parties, over the content of which GCRD has no influence. Therefore GCRD cannot accept any guarantee for this external content. The provider or operator of any sites concerned is always responsible for the content of the linked pages. Unlawful content was not recognisable at the point of time of linking. Any permanent control of the content of linked sites is, however, not reasonable without specific indication to a violation of law. On violations of law becoming known, GCRD shall remove such links immediately.
(c.) The content and work created by GCRD on these pages are subject to German copyright law. Duplication, processing, spreading or any type of utilisation outside the limits of copyright law requires the written approval of the author or originator concerned.
Inasmuch as content of the data base has not been created by GCRD, the copyright of third parties shall be observed. In particular, the content of third parties shall be marked as such. Should you become aware of any violation of copyright in spite of this, we request you to give us appropriate notification. On legal violation becoming known, we shall remove such content immediately.
13. Liability limitation
GCRD is liable, no matter for which legal reason, within the framework of the statutory conditions only in accordance with the following regulations nos. 13.1 – 13.6:
13.1. GCRD is liable without limitation for damage from fatal injury, physical injury or damage to the health and for damage which can be put down to intent or gross negligence on the part of GCRD or one of its statutory representatives or vicarious agents and for damage which falls within the protected area of a guarantee or assurance given by GCRD.
13.2. GCRD is liable in the case of slight negligence only in the case of violation of significant contractual duties (cardinal duties, in particular default) by GCRD or one of its statutory representatives or vicarious agents; this liability is limited to compensation for the foreseeable damage typical for the contract. Cardinal duties are the significant duties, which form the basis of the contract and which were decisive for conclusion of the contract, and in the fulfilment of which the Client can trust. If GCRD has violated these cardinal duties slightly negligently, its liability is limited to the amount which was foreseeable for GCRD at the point of time of the service itself.
13.3. Liability on the part of GCRD dependent on fault for defects already existent on conclusion of the contract in accordance with section 536a subsection 1 half-sentence 1 BGB is ruled out.
13.4. Liability in accordance with the product liability law is not affected.
13.5. The above provisions apply also in favour of the employees and vicarious agents of GCRD.
13.6. The above provisions shall also apply to the liability for the compensation of futile expenditure.
14. Limitation period
14.1. In the case of compensation for damage and expenditure for intent, gross negligence, warranty, assurance, malice or fatal of physical injury or damage to the health and for claims from the Product Liability Act, the statutory regulations shall apply without limitation.
14.2. With exception of the claims stated in no. 14.1, the limitation period amounts to:
(a.) one year for claims to the repayment of fees for use from withdrawal or reduction from activation of the service, however, for correctly notified defects not less than three months from submission of the effective withdrawal or reduction declaration;
(b.) for other claims from material defects, one year
(c.) otherwise two years.
15. Data protection and secrecy
15.1. The Client’s attention is drawn to the fact that GCRD collects, processes and uses inventory and useful data in machine readable form within the framework of the intended use of the contract relationship. All personal data shall be treated confidentially.
15.2. The contract parties undertake to treat the information becoming known to them within the framework of execution of the contract from the area of the other party confidentially.
15.3. The Client grants GCRD the right to use his name and logo as a reference, including publication on the GCRD website(s)/data bases.
15.4. GCRD draws attention to the fact that data transfer on the Internet (e.g. in communication by email or the retrieval of web sites) harbours risks. Sensitive data should therefore either not be exchanged at all or only through secure connections (SSL).
15.5. The Client is responsible for the fact that all account and login data for the web site/data base are treated confidentially and not passed on to third parties. If additional licences are issued, the Client is required to determine a use for each additional licence and to document this towards GCRD, which is responsible in the same way alongside the Client.
15.6. GCRD is entitled at any time to alter account data and to issue new passwords or to block access data in the case of suspicion of abuse.
15.7. Data protection declaration on the web site/use of data base
(a.) The use of the GCRD web site is always possible in the login-free area without entering personal data. Should such personal data be collected nevertheless, this shall take place in the form of voluntary provision of data by the user. The personal data shall not be passed on if there has been no expressed approval given by the user. Inasmuch as in other parts of GCRD‘s online presence (pages, which require a login) personal data are collected, the collection of such data shall always take place within the framework of the provisions of the data protection law of the Federal Republic of Germany. Inasmuch as personal data are collected, you can find in this data protection declaration the type, scope and purpose of the collection and use of personal data.
(b.) In the substantiation, design of content or amendment to a contractual relationship between the Client/User and us, we collect and use personal data from you, so-called inventory data, where necessary. They shall not be passed on and information shall not be issued to third parties; only on order by the competent instances are we required to issue information about personal data inasmuch as it is necessary for purposes of criminal prosecution, the prevention of hazard or for the fulfilment of further statutory tasks.
(c.) In the case of access on your part to our web sites, there will be an automatic transmission from your browser to our web server. The objects of this transmission are anonymised access data without personal reference such as, for example
– browser type/ version,
– operating system used,
– web sites visited,
– referrer URL (site previously visited),
– host name of computer accessing (IP address),
– quantity and type of data retrieved and
– time of server query
The storage of these data takes place separately from any other data collected within the framework of the use of our web sites by you. These data cannot be used to determine a certain person. The collection of these data takes place only to record the behaviour of the user and for statistical purposes.
(d.) The web sites use so-called cookies. They serve the purpose of making our offer user-friendlier and more effective. Cookies are small text files which are deposited on your computer and which your browser saves. Most of the cookies used are so-called „session cookies“.
(e.) Inasmuch as necessary, we collect and use so-called usage data from you. These are personal data which record the availment of our Internet presence and enable settlement. Data are recorded which contain both the criteria in time of your use of our offer and the scope of the use and your identification particulars.
We draw attention of the Client/user to the fact that is permitted for advertising purposes, for purposes of market research, for the design of our Internet offer and for the identification or prevention of abusive use to generate use profiles, i.e. data collected about the course of visits on our sites.
(f.) On our sites, we offer the user the possibility to take up contact with us per email or through contact forms on the web site. For the purpose of processing, the information given by the user shall be stored.
(g.) We draw attention to the fact that the user has the right to demand information from us about the data stored about him and, in the case of incorrectness of the data, to initiate blocking, deletion or correction.
Additional important information on website use, data protection and privacy can be found directly on the respective websites/platforms.
16. Changes of the General Terms and Conditions
16.1. GCRD has the right to change and modify these General Terms and Conditions at any time. GCRD will make changes only for valid reasons, in particular due to new technical developments, changes in law or other equivalent reasons.
16.2. The changes and additions of the General Terms and Conditions will be announced to the Client by e-mail to the e-mail address provided no later than four weeks before the scheduled entry into force.
16.3. Changes of the General Terms and Consitions require the consent of the Client.
16.4. Client’s consent to change the General Terms and Conditions shall be deemed granted if the Client does not object to the change in writing (e.g. letter, fax, e-mail) within a period of two weeks beginning on the day following the change notice. GCRD undertakes to indicate separately in the notice of change the possibility of the objection, the time limit for the objection, the requirement of the written form as well as the meaning or the consequences of the refusal of an objection.
17. Change of company / transfer of contract
17.1. GCRD is entitled to transfer a contract to third parties at any time.
17.2. The Client agrees to a take over of the contract under the terms of no. 17.1 already now.
17.3. The Client may make debt-releasing payments to GCRD until the third party taking over the contract requests payment in writing.
18. Place of jurisdiction, place of performance, applicable law
18.1. If the Client is a businessman, legal entity under public law or a special fund under public law, the only place of jurisdiction for all disputes arising from the contract is Düsseldorf.
18.2. The place of fulfilment is Düsseldorf. The same shall apply if the Client has no general place of jurisdiction in Germany or the place of residence or habitual residence are not known at the point of time of action being taken.
18.3. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on contracts for the international sale of goods and services or legal standards which refer to other legal systems shall not be applicable.
19. Severability clause
Should individual regulations be or become fully or partly ineffective, the effectiveness of the other provisions is not affected.