1. scope of application / changes to the GTC

1.1 EDD Research GmbH, based in Salzburg, registered in the company register of the Salzburg Regional Court under FN 535049 m ("EDD Research") offers services in connection with the implementation, analysis and evaluation of surveys. The business relationship between EDD Research and the customer (the "customer" and each customer together with EDD Research the "contracting parties") is governed exclusively by these GTC, in the version valid at the time the contract is concluded.

1.2 These General Terms and Conditions are binding for all current and future business transactions with EDD Research, even if they are not expressly referred to repeatedly. EDD Research expressly rejects any deviating general terms and conditions of the customer. Deviations from these GTC, supplementary agreements or any conflicting terms and conditions of the customer are only effective if EDD Research has agreed to them in writing.

1.3 The provisions of these GTC may be amended by EDD Research at any time without giving reasons, whereby such changes will be announced at least 30 days before their entry into force on the respective website or by sending the text of the contract by e-mail (to the e-mail address last provided by the customer). The changes are deemed to have been accepted if the customer has been informed of the changes by EDD Research and does not object to them in writing by e-mail to office@bws-research.com within 30 calendar days, starting on the day following the announcement. In the event of a timely objection to the changes, the contract remains unchanged in accordance with the previously agreed terms and conditions.

2 Conclusion of contract / subject matter of contract

2.1 The customer receives a written offer from EDD Research (the "Offer"), in which the specific order is defined according to the type, scope and costs of the services of EDD Research. The offers of EDD Research are non-binding, unless they are expressly designated as binding. The contractual relationship between the contracting parties (the "order") only comes into effect upon confirmation of the order by EDD Research. Subsequent changes to an order require written confirmation by EDD Research.

2.2 The scope of the services to be provided by EDD Research is set out in the order. Within the given framework, EDD Research has freedom of design in the fulfillment of the order.

2.3 EDD Research is entitled at its own discretion to commission qualified third parties as subcontractors to carry out an order. EDD Research is liable to the customer for the conduct of subcontractors commissioned by EDD Research as for its own. If the commissioning of third parties is necessary at the customer's request, this is done in the name and for the account of the customer and such third parties are not vicarious agents of EDD Research.

2.4 Unless expressly agreed as binding, stated performance deadlines are only approximate and non-binding. Binding deadline agreements must be recorded in writing and confirmed in writing by EDD Research.

2.5 If EDD Research is in default with the fulfillment of an order, the customer can withdraw from the order after he has set EDD Research a reasonable grace period of at least 14 days in writing and this has expired fruitlessly.

2.6 Force majeure, labor disputes, natural disasters, pandemics and epidemics, in particular due to COVID-19, as well as other circumstances beyond the control of EDD Research or reasons for which EDD Research is not responsible and which delay the fulfillment of an order, EDD Research is in no case responsible and in such cases EDD Research is entitled to redefine the performance period originally agreed in the order.

3. cooperation obligations of the customer

3.1 The client undertakes to provide EDD Research with timely and complete access to all information and documents necessary for the fulfillment of the order. The customer must inform EDD Research in a timely manner and on an ongoing basis of all circumstances that are important for the execution of the order. If, due to incorrect, incomplete or missing information, the order is not performed or delayed in accordance with the order, the customer shall bear the costs incurred as a result and shall compensate EDD Research for any resulting financial loss. If the customer does not fulfill his obligations to cooperate on time or as agreed, binding deadlines lose their validity. Taking into account the availability of EDD Research, the contracting parties are obliged in such a case to agree new deadlines.

3.2 It is the responsibility of the customer to check the information provided for the execution of the order for accuracy and to check the documents provided for any copyrights and trademark rights or other rights of third parties. There is no obligation on the part of EDD Research to check this. If a claim is made against EDD Research due to such an infringement, the customer shall indemnify and hold EDD Research harmless.

4. term / termination of the order

4.1 The services of EDD Research are provided for the term agreed in the order. If a term has not been agreed, the services are provided for an indefinite period and both contracting parties waive their ordinary right of termination for a period of 3 months. After expiry of the waiver of termination, both contracting parties shall be entitled to terminate the contract in writing at any time with a notice period of 4 weeks. In all other cases, the ordinary termination rights of the contracting parties are excluded.

4.2 EDD Research is entitled to withdraw from an order with immediate effect (without notice) for good cause. Such good cause exists in particular, but not exclusively, if

- the execution of an order becomes impossible for reasons for which the client is responsible, or is further delayed despite a written warning and the setting of a grace period of 14 days;

- there are justified concerns about the creditworthiness of the customer, over whom insolvency proceedings have not been opened, and the customer is not prepared to make advance payments or provide suitable security when requested to do so by EDD Research; or

- bankruptcy or insolvency proceedings are instituted against the assets of the customer or an application for the institution of such proceedings is rejected for lack of assets to cover costs and this was not yet known to EDD Research at the beginning of the contract; if such a circumstance exists, the customer must inform EDD Research of this without being asked before the conclusion of the contract.

4.3 In the event of a justified withdrawal from the contract, EDD Research retains the right to the entire agreed fee. This also applies in the event of unjustified withdrawal by the customer.

4.4 The customer is entitled to withdraw from an order for good cause. Such good cause exists in particular if the customer can no longer be reasonably expected to maintain the contract because EDD Research continues to violate essential provisions of an order despite a written warning and the setting of a grace period of at least 14 days to remedy the situation.

4.5 The services already provided and costs incurred by EDD Research up to this point in time must be paid in full by the customer, even in the event of justified withdrawal.

5. remuneration / terms of payment

5.1 The remuneration is based on the prices agreed in the order. All prices are exclusive of statutory VAT and all other taxes and public duties that may be incurred. All services provided by EDD Research within the scope of an order that are not expressly covered by the agreed fee shall be remunerated separately. All cash outlays, expenses, travel costs, etc. incurred in the course of the fulfillment of the order are to be reimbursed to EDD Research by the customer against invoicing.

5.2 EDD Research reserves the right to demand a down payment of up to 50% of the total order value in advance after order confirmation, whereby the implementation of the order will only begin after receipt of this down payment. After completion of the order, the remaining part of the total order value is to be paid.

5.3 In the absence of a written agreement to the contrary, the fee is due for payment within 7 calendar days of receipt of the invoice and without deduction. In the event of late payment, EDD Research is entitled to withhold the services from the order in whole or in part.

5.4 The customer is not entitled to offset claims of EDD Research with counterclaims, unless such counterclaims have been established by a court or recognized in writing by EDD Research.

6. default of payment of the customer

6.1 In the event of late payment by the customer, EDD Research is entitled to charge interest on arrears from the respective due date at a rate of 9.2% p.a. above the prime rate last published by the European Central Bank.

6.2 In the event of late payment by the customer, EDD Research is entitled to demand payment for all services and partial services already provided to the customer. In addition, EDD Research is no longer obliged to provide further services until the outstanding amount has been paid.

6.3 Furthermore, in the event of default of payment, the customer undertakes to reimburse EDD Research for the reminder and collection costs, insofar as they are necessary for appropriate legal action. The assertion of further rights and claims remains unaffected.

7. copyrights and rights of use

7.1 All rights in connection with the works created by EDD Research as part of an order (the "commissioned work") remain with EDD Research. The customer acknowledges that the sole copyright and all intellectual property rights, in particular to methods, procedures and process technologies, analyses, research concepts, proposals, graphical and tabular representations, and other know-how of EDD Research, belong exclusively to EDD Research.

7.2 EDD Research is the sole owner of the material generated during the execution of the order, in particular any data carriers and written documents, as well as the data generated.

7.3 EDD Research grants the customer an irrevocable, non-exclusive, non-transferable right to use the respective commissioned work for the agreed purpose and scope of use. If no agreements have been made about the specific purpose and scope of use of the commissioned work, the commissioned work is available to the customer exclusively for internal use. Any other use and/or exploitation of the commissioned work requires the written consent of EDD Research for which a fee is payable.

7.4 The Customer shall only acquire the right of use pursuant to Section 7.1 upon full payment of the total fee plus any ancillary costs.

7.5 Ownership of the commissioned work, including the content (photos, graphics, etc.) and branding elements (logos, claims, campaigns, etc.) created by EDD Research as part of an order, remains with EDD Research. Any modification, editing, imitation, citation or publication of the commissioned work requires the written consent of EDD Research for which a fee is payable.

7.6 The rights granted to the customer may only be transferred or sublicensed to third parties with the express prior written consent of EDD Research. EDD Research reserves the right to charge a separate fee for granting such consent.

7.7 The customer is liable to EDD Research for any unlawful use or exploitation of the commissioned work and indemnifies and holds EDD Research harmless against claims by third parties in this context.

8. naming / reference permission / data use

8.1 In accordance with § 20 UrhG, EDD Research is entitled to affix its company name or logo to any commissioned work, as well as to any advertising material for it or any publication about it. The form and duration of the labeling can be agreed on a case-by-case basis.

8.2 EDD Research is entitled to name the customer as a reference and to use all (protected or unprotected) trademarks, logos and marks of the customer in all media for its own advertising purposes.

8.3 Furthermore, EDD Research is entitled to use and publish the results of the commissioned works, surveys and analyses for its basic research, in particular to create industry comparisons, in compliance with data protection regulations. EDD Research will ensure that such publications do not name the customer or contain other references that could be used to identify the customer.

9. warranty

9.1 The customer acknowledges that EDD Research merely supports the customer with its services in its decisions. However, these decisions are not made by EDD Research, but by the customer. EDD Research does not recommend or endorse specific solutions, strategies, decisions or interpretations of the data provided or results in connection with the order. Furthermore, EDD Research excludes any implied or explicit recommendation for action. EDD Research is not liable for the fact that the data it collects, evaluates and analyzes can be commercially exploited by the customer.

9.2 It shall be incumbent upon the customer to give written notice of any defects in the service immediately upon receipt of the work commissioned, at the latest within 7 days of recognizing the same, describing the defect, otherwise the service shall be deemed to have been approved and accepted, whereby the assertion of warranty claims and claims for damages as well as the right to challenge error on the grounds of defects shall be excluded. The presumption provision of § 924 ABGB is excluded.

9.3 In the event of a justified and timely notice of defects, the customer is primarily entitled to improve the service. EDD Research will rectify the defects within a reasonable period of time, whereby the customer is obliged to enable all measures necessary for the investigation and rectification of defects. If EDD Research culpably fails to make improvements within a reasonable grace period, the customer is entitled to a proportionate price reduction. The customer shall bear the costs incurred by the use of third parties despite EDD Research's willingness to rectify defects.

9.4 EDD Research is entitled to refuse to improve the service if this is impossible or involves disproportionately high costs for EDD Research. In this case, the customer is entitled to the statutory conversion or reduction rights.

9.5 All claims for defects on the part of the customer shall become statute-barred within six months after receipt or acceptance of the commissioned work.

9.6 If it turns out during the rectification of defects that the customer is not entitled to improvement or new delivery, EDD Research is entitled to charge the resulting expenses and the related services on the basis of the prices agreed in the order according to time and material.

10. liability / conditions subcontractors

10.1 To the extent permitted by law, EDD Research is liable, regardless of the legal grounds, exclusively for damages caused by EDD Research through gross negligence or willful misconduct. The liability of EDD Research for slight negligence is, as far as legally permissible, excluded.

10.2 The liability of EDD Research is in any case limited to the amount of the respective order value.

10.3 EDD Research is not liable for any indirect damage, loss of profit, loss of interest, failure to make savings, consequential damage and financial loss or damage arising from third-party claims.

10.4 Likewise, no liability can be accepted for system failures, malfunctions, data loss and viruses, for example as a result of external attacks or for other reasons, unless such damage is caused by EDD Research intentionally or through gross negligence.

10.5 EDD Research is not responsible for the accuracy of content if this has been specified or approved by the customer.

10.6 Claims for damages by the customer expire six months after knowledge of the damage and damaging party, but no later than two years after EDD Research's conduct giving rise to liability.

10.7 EDD Research shall only assume quality promises, assurances of characteristics and guarantees if they are expressly identified as such in writing.

10.8 The Customer acknowledges that the Terms of Use, Privacy Policy and/or other contractual terms between the Customer and/or EDD Research and SurveyMonkey Europe UC (the "Survey Monkey Terms") apply and must be observed accordingly. The customer undertakes to indemnify and hold EDD Research harmless from any claims made by SurveyMonkey Europe UC and/or its affiliates due to a breach of the Survey Monkey Terms by the customer and/or the end users.

10.9 The customer undertakes to indemnify and hold EDD Research completely harmless against claims by third parties.

10.10 The provisions of this point 10 apply to all claims for damages and other claims of the customer, including pre-contractual and ancillary claims, regardless of the legal basis. Furthermore, the provisions of this point 10 also apply in favor of employees and other vicarious agents of EDD Research.

11. confidentiality

The Contracting Parties undertake to treat the business and trade secrets of the other Contracting Party as well as information designated as confidential as confidential, unless disclosure is required by law or by official orders. The Contracting Parties shall further ensure that confidential information is only disclosed to persons who are either subject to a professional duty of confidentiality or who, as employees, representatives, agents, consultants or bodies of the Contracting Party concerned, require the confidential information for reasons of the proper management of the Contracting Party concerned. The Contracting Party concerned shall oblige the recipients to keep the confidential information secret.

12 Applicable Law / Place of Jurisdiction / Place of Performance

12.1 All disputes arising from or in connection with these GTC and all legal relationships between EDD Research and its customers shall be governed exclusively by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.

12.2 For all disputes arising from or in connection with these GTC and all legal relationships between EDD Research and its customers, the contracting parties agree to the exclusive jurisdiction of the competent court in Salzburg.

12.3 The place of fulfillment for deliveries and services of EDD Research is Hagenberg, Austria.

13. final provisions

13.1 Each contracting party shall bear its own taxes, duties or fees arising from the contractual relationship. Any legal transaction fees shall be borne by the customer.

13.2 EDD Research is entitled to transfer the contractual relationship to a third party at any time. The customer waives any right of objection and already today gives his consent to such a transfer or assignment of the rights and/or obligations arising from the contractual relationship.

13.3 Amendments, supplements and ancillary agreements to these GTC must be made in writing to be effective. This shall also apply to any agreement to deviate from this formal requirement. In the event of contradictions between these GTC and deviating written agreements between the contracting parties, the provisions of the deviating agreements shall prevail.

13.4 Should individual provisions of these GTC be or become invalid, this shall not affect the remaining content of the GTC. The invalid provision shall be replaced by a valid provision that is legally valid and comes as close as possible to the economic intent of the contracting parties.

13.5 A "third party" in the sense of these GTC shall be any natural or legal person who is different from the Contracting Parties in the legal sense, even if legal and/or economic relations should exist with such a person.

Version - March 2023