Terms of Use

deeptrue AG, Dorfstrasse 53, 6375 Beckenried, Switzerland (from now on referred to as “deeptrue”) offers the web-based software solution deeptrue and all related components and functions (from now on referred to as the “Platform”) as well as related consulting services in the area of market analysis and marketing, which can be accessed via https://www.deeptrue.com.

Part A – General provisions

1. scope of application; no use by consumers; provision of services by third parties
2. These General Terms and Conditions (“GTC”) apply to contracts concluded between deeptrue and the customer of deeptrue (“Customer”) for the use of the Platform (including projects carried out via it) by the Customer and to contracts for the provision of consulting services (each an “Individual Contract”).
3. In addition to the provisions in this Part A of the GTC, the conditions in Part B of these GTC shall apply to the use of the Platform (including projects carried out thereon), and the requirements in Part C of these GTC shall apply to Consulting Services. Part D of these GTC conditions shall apply to panel connections and services. As reference is made in the following sections of this GTC without specific mention of Part A, B, C, or D, the areas of the same part from which the reference is made shall be meant.
4. The application of the customer’s general terms and conditions is excluded. Deviating, conflicting, or additional general terms and conditions of the customer shall only become part of the contract if and to the extent that the deeptrue has expressly consented to their application in writing. This consent requirement shall apply in any case, for example, even if deeptrue accepts the customer’s payments without reservation in the knowledge of the customer’s general terms and conditions.
5. deeptrue provides the platform and consulting services under this GTC only to customers who are not consumers, i.e., if the respective services cannot be attributed to the end customer’s commercial or independent professional activity.
6. As provisions from an individual contract conflict with individual provisions of this GTC, the requirements from the respective personal contract take precedence.
7. deeptrue is entitled to have the services agreed in the individual contract performed in whole or part by third parties.
8. Information on the conclusion of the contract: An individual agreement is concluded if the deeptrue sends the customer an offer in writing (fax or e-mail or a web page within the platform is sufficient) for the specific scope of services desired and the customer accepts this offer in writing (fax or e-mail or click on “Cancel order” button is sufficient) within twelve (12) months (or any other period specified in the offer).
9. Liability
10. For damages caused by the free functions of the platform, deeptrue is liable to the extent provided by law.
11. For all other damages, the following provisions (a) to (f) apply:
12. (a) deeptrue shall be liable without limitation for damages resulting from injury to life, body, or health caused by a breach of duty by deeptrue, a legal representative or vicarious agent of deeptrue, as well as for damages caused by the absence of a quality guaranteed by deeptrue or in case of fraudulent conduct by deeptrue.
13. (b) deeptrue shall be liable without limitation for damage caused by deeptrue, a legal representative, or vicarious agent of deeptrue intentionally or through gross negligence.
14. (c) In the event of a breach of material contractual obligations caused by slight negligence, the deeptrue’s liability shall be limited to the amount of the foreseeable damage typical for the contract, except in the cases of clause 3.2(a) or clause 3.2(d). Material contractual obligations are, in the abstract, such obligations, the fulfillment of which makes the proper performance of a contract possible in the first place and on the observance of which the contracting parties may regularly rely upon.
15. (d) Liability under the Product Liability Act remains unaffected.
16. (e) In all other respects, liability on the part of deeptrue is excluded.
17. (f) The limitation period for claims for damages by the customer against deeptrue is one (1) year, except in the cases of sections 3.2(a), 3.2(b), or 3.2(d).
18. Confidentiality
19. “Confidential Information” means, concerning a party (“Disclosing Party”), all non-public confidential information relating to the Disclosing Party’s business. deeptrue and the Client will comply with this Clause 4 when exchanging Confidential Information. Confidential Information shall be designated and/or marked as confidential upon disclosure, provided that information which the party receiving such information (“Receiving Party”) knew or, under the circumstances, should have known would be considered confidential or proprietary by the Disclosing Party shall be deemed to be Confidential Information even if not designated or marked as such. The Receiving Party shall keep the Confidential Information secret and treat it with at least the same degree of care as the Receiving Party uses to protect its Confidential Information, but at least with reasonable care. The Receiving Party shall use the Confidential Information only to exercise rights and perform obligations under the relevant Individual Agreement. Confidential Information shall only be disclosed to those employees and contractors of the Receiving Party who need to know such information.
20. The obligations under Clause 4 shall continue for two (2) years beyond the end of the relevant Individual Contract.
21. Confidential Information shall not be subject to this Clause 4 to the extent that (i) it becomes generally available and this is not based on a breach of this Clause 4; (ii) it is disclosed to the Receiving Party who must know it. 4; (ii) it was known to the Receiving Party before the time of receipt, and the Receiving Party was free to use the Confidential Information without any obligation of confidentiality; (iii) the Receiving Party lawfully obtained the Confidential Information through a third party who is neither employed by nor otherwise affiliated with the Disclosing Party and who voluntarily and legally provided such information to the Receiving Party; (iv) the Receiving Party can prove that such information was independently accessed by employees or personnel of the Receiving Party who did not have access to the relevant Confidential Information and that no Confidential Information was used to access such information; and/or (v) it is required to be disclosed by law or court order or disclosure is ordered by an authority entitled to do so.
22. Amendments to the GTC
23. deeptrue reserves the right to amend the services offered as well as the GTC to the extent that the respective amendment is necessary to reflect changes that were not foreseeable at the time of the conclusion of the separate individual contract and the non-observance of which would affect the contractual balance between deeptrue and the customer, in particular to the extent that deeptrue (i) is obliged to bring the services into conformity with the law applicable to that, in particular if the applicable legal situation changes; and/or (ii) thereby complies with a court judgment or an official decision directed against deeptrue; and/or (iii) has to adapt the Platform due to compelling security-related aspects.
24. At no time will the performance changes restrict deeptrue’s fulfillment of its primary contractual obligations. Part B, clause 2.6, remains unaffected.
25. In cases other than those set out in section 5.1, deeptrue will notify the customer in advance of the changes to the GTC. If the customer does not object to their validity within four (4) weeks after notification, the amendments shall be deemed accepted with effect for the future. If the customer objects to the amendments, the deeptrue is entitled to terminate the respective contractual relationship. deeptrue will point out the impact of silence and the right of termination in the notification.
26. data protection
27. deeptrue complies with the data protection provisions of the Swiss Data Protection Act and – where applicable – the European General Data Protection Regulation (GDPR).
28. deeptrue processes personal data under the deeptrue Privacy Policy.
29. Regarding the processing of personal data of survey participants provided by the customer to deeptrue, the special provisions in Part B of these GTC also apply.
30. Miscellaneous
31. Each contract concluded between the parties, including this GTC, is governed exclusively by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and international private law.
32. The exclusive place of jurisdiction is 6375 Beckenried, Switzerland.
33. Should one or more provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.
34. Amendments to agreements concluded between the parties and deviations and/or amendments to the GTC must be in writing to be valid, subject to clause 5.
35. Unless otherwise provided for in these GTC or an individual contract, the customer may not transfer the rights and obligations under the respective agreement to third parties, either permanently or temporarily, without the prior written consent of the deeptrue.

Part B – Platform Terms of Use

1. Account
2. The customer may obtain a customer-company account with deeptrue (“Account”) upon request by deeptrue. However, there is no obligation on the part of the deeptrue. To obtain an Account, the customer must provide the deeptrue with the registration data requested by the deeptrue. The conclusion of the corresponding account agreement (“Account Agreement”) between the customer and deeptrue is free of charge. In this respect, sending the registration data constitutes the offer to conclude the account contract. The customer accepts this offer with the first use of the login data. If there is (only) an account agreement between the deeptrue and the customer, the customer may view the platform’s functions but may not use the platform.
3. Upon conclusion of the account agreement, deeptrue will provide the customer with specific personal identifiers for account use (“user identifiers”). The customer is obliged to treat these User IDs as strictly confidential and not to disclose the User IDs to third parties at any time.
4. Under the agreements made in an individual contract, deeptrue may also permit the customer to create additional User IDs for the Account for individual customer employees. The user IDs for employees of the customer enable them – subject to the provisions in this GTC – to access the projects or project data of the customer which the customer is carrying out or, subject to section 2.5, has carried out via the platform. A “project” is a market research study for a limited period, which consists of a one-time data collection (at least 10 data sets), the evaluation of the collected data, and the presentation of the evaluation results. “Project Data” means, in each case, content, data (including but not limited to questionnaire data, panel data, etc.), and analysis results relating to a Project.
5. The number of agreed user IDs may not be exceeded; the Client shall ensure that the respective authorized employees treat the user IDs confidentially and do not disclose them to third parties at any time.
6. Simultaneously using the same user ID via several end devices is not permitted.
7. The customer must inform deeptrue immediately if he becomes aware that unauthorized persons are using his user IDs.
8. scope of services
9. deeptrue offers two different types of license packages for the fee-based use of the platform:
10. (a) In the case of the “Single Project Licence,” the Customer may carry out and manage one (1) individually contracted project within a limited period of three (3) months from the start of the contract and access the corresponding project data under section 2.4.
11. (b) In the case of the “Annual Licence,” the customer may carry out and manage several projects per contractual year agreed in individual contracts with a range of services also agreed in individual contracts and access the corresponding project data under Clause 2.4.
12. Further usage rights of the Client concerning the Platform and his Account result from the agreed individual contracts, if applicable.
13. With the platform, deeptrue provides technology for designing, conducting, analyzing, and visualizing the results of surveys or market research studies. However, this technology in itself does not prevent operating errors or errors in the content on the part of the Customer (e.g., unsuitable study design, suggestive questions, misleading formulations), any resulting disadvantages for data collection, data analysis, and for analysis results and/or incorrect conclusions and business decisions made based on analysis results.
14. The customer may access the project data generated by deeptrue for the customer and/or by the customer, also to the extent that these contain customer data within the meaning of Clause 4.1, within the framework of the functionalities of the platform under the following Clauses 2.5, Clause 2.6 and Clause 4.5.
15. In the case of a single project license, viewing the project data is possible for the period specified in Clause 2.1
16. (a). In the case of an annual license, access to project data is possible for the contract term. After the expiry of the access period specified in S. 1 or S. 2, the deeptrue is entitled to delete the customer’s project data immediately after the end of the contract term.
17. deeptrue will, at its reasonable discretion, update the platform from time to time as part of updates, upgrades, and releases. Access to Project Data from Projects carried out under a previous version of the Platform can technically only be guaranteed by deeptrue for two (2) years after the date of the first release of a new release of the Platform.
18. deeptrue provides the server platform for use at the access point of deeptrue’s data center (“Delivery Point of Performance”). To use the platform, it is necessary that the customer has access to the Internet and accesses the platform at the delivery point of the service via this access. deeptrue recommends using the current version of the Chrome browser for error-free use of the platform, as other browsers or outdated versions of Chrome may result in a less than optimal display of the user interface.
19. 2.8 The Platform is 98% available. Availability means, concerning the duration of one (1) calendar year, the ratio of the period during which the Customer was able to use the Platform with an existing internet connection (plus the period during which access was not possible due to scheduled maintenance work or disruptions beyond the control of deeptrue) about the length of the entire calendar year.
20. rights of use for the platform/analysis results
21. Unless otherwise provided for in an individual contract, deeptrue grants the customer the locally unrestricted, limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the platform for operational purposes.
22. Unless otherwise provided for in an individual agreement, the Customer is not entitled to (i) rent, lease, lend, reproduce, resell or otherwise distribute or transfer the Platform or access to the Platform, including via the Internet or any downstream public or private data network; (ii) use the Platform to develop other services; (iii) activate and use components of the Platform for which the Customer has not been granted any rights of use; (iv) transfer the rights of use to the Platform to third parties or grant third parties access to the Platform; (v) modify, translate, reproduce, decompile the program code of the Platform, investigate its functions, except to the extent permitted by mandatory law; as well as (vi) remove, conceal or modify legal references, in particular to intellectual property rights of deeptrue.
23. To the extent that the platform enables the customer to reproduce analysis results in reproducible form, e.g., by printing them out or by storing them separately, deeptrue grants the customer, subject to deviating provisions in the individual contract, the locally and temporally unlimited, revocable, non-exclusive, non-sublicensable and non-transferable right to use the reproduced items for its purposes. Irrespective of the duplicates generated via the platform, the analysis results themselves remain freely usable by the customer at any time. 4.
24. Obligations of the customer to cooperate; license for customer data; rights of third parties
25. The customer undertakes to take appropriate measures to ensure that the hardware and software used by him in the use of the platform, including workstations, routers, data communication equipment, etc. (“IT systems”), are free from third-party rights. (“IT systems”) are free of viruses, worms, Trojan horses, etc. (“malware”). (“malware”). Suitable measures include, in particular, that the customer uses the latest version of the operating system software and a virus scanner on its IT systems and regularly examines the IT systems used for malware and removes it. The customer shall ensure that all data which he stores on the servers of deeptrue in the context of the use of the platform, e.g., questionnaire data created or uploaded by the customer, panel data, images, etc. (collectively “customer data”), are stored on the servers of deeptrue. (together “Customer Data”), are free of any malware.
26. The customer grants deeptrue a non-exclusive, locally unlimited, and time-limited right to reproduce, process, transmit, and, if applicable, use the customer data to the extent necessary to fulfill deeptrue’s contractual obligations to the customer.
27. The customer warrants (i) that it is the owner of all necessary rights to the Customer Data to grant deeptrue the rights above, (ii) that the customer may freely dispose of the Customer Data, and (iii) that the Customer Data are not burdened with rights of third parties which prevent use within the meaning of section 4.2.
28. Without prejudice to any other rights, in the event of a breach of the preceding warranties, the customer shall indemnify deeptrue against any liability to third parties, including reasonable costs of legal defense. deeptrue is further entitled to (i) delete Customer Data that does not comply with the provisions of Clause 4.1 and (ii) delete Content that does not comply with the provisions of Clause 4.3 if the customer does not delete it immediately despite being requested to do so.
29. The customer is aware that deeptrue does not create backup copies of the customer data without a separate agreement and that deeptrue is entitled to delete customer data under Clause 2.5 and/or Clause 4.4. The customer is responsible for independently creating backup copies of the customer data.
30. Data protection concerning survey participants
31. The customer data includes personal data (in particular first name, surname, e-mail address) of survey participants made available by the customer to deeptrue (end customers of the customer, employees, or similar).
32. deeptrue processes this personal data on behalf of the customer as a processor under the order processing agreement (Annex 1 to these GTC).
33. The customer warrants that it is entitled under data protection law to process and use the personal data of the survey participants provided to deeptrue in the context of using the platform and the other services of deeptrue. In particular, the customer warrants that deeptrue may contact the survey participants by email for participation in surveys concerning the customer and may evaluate the survey responses.
34. A breach of the customer’s obligations in this Clause 5 entitles the deeptrue to terminate all contracts between the customer and deeptrue at any time without notice. Further claims (in particular claims for damages) are reserved.
35. Support services: Support services ordered by the customer, in particular consulting and technical assistance, will be invoiced to the customer on a time and material basis under the price list agreed in the individual contract and are subject to Part C’s provisions GTC.
36. Remuneration
37. Unless otherwise agreed in the individual contract, the agreed remuneration for a personal project license shall be due immediately after the conclusion of the contract. In the case of a separate agreement for the use of the platform under the annual license, the remuneration shall be paid in full at the beginning of the contract and then in full at the beginning of each renewal year.
38. Invoices shall be sent by e-mail and posted at the customer’s request.
39. All agreed remunerations are net amounts and are subject to value-added tax at the statutory rate.
40. The offsetting of counterclaims by the customer or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
41. Warranty
42. The statutory warranty provisions shall apply to the complimentary functions of the platform or, if they are provided free of charge, to the free functions of the platform.
43. Concerning the provision of the platform for a fee, the statutory provisions and the following provisions (a) to (d) shall apply in the event of defects:
44. (a) Strict liability for initial defects is excluded. The fault-based liability of deeptrue remains in force. In determining whether deeptrue is at fault, the customer acknowledges that software cannot be created entirely free of defects.
45. (b) Defects will be remedied at the discretion of the deeptrue either by rectification free of charge or by replacement delivery.
46. (c) Termination by the customer due to failure to use the software under the contract is only permissible if the deeptrue has been given sufficient opportunity to remedy the defect and this has failed.
47. (d) deeptrue does not assume any warranty for the customer’s Internet access, particularly for the availability and dimensioning of the Internet access. The customer is responsible for Internet access to the service’s delivery point.
48. Term of the Account Contract; Termination
49. The account contract is concluded for an indefinite term. After the termination of an account contract by the customer, the customer no longer has access to his account.
50. An Account Contract does not end as long as at least one (1) individual contract is still running for the Client’s Account. After the last individual contract expires, the account contract does not end automatically.
51. An individual contract for the use of the platform under the annual license has an initial term of one (1) year and may be terminated at the earliest with three (3) months’ notice to the end of the initial period. If no notice of termination is given or if no notification of termination is given in due time, the Individual Contract shall be renewed for one (1) further year at a time unless either party terminates it with three (3) months’ notice to the end of the respective renewal period.
52. The statutory rights of both parties to extraordinary termination shall remain unaffected.
53. Notice of termination must be given in writing.

Part C – Consulting Conditions

1. Scope of services
2. 1.1 The scope of the consulting services specifically owed by deeptrue, the time of performance, the start of the term and duration in the case of ongoing services, the remuneration, and any additional terms agreed will be set out in the relevant individual contract.
3. The place of performance is the location agreed upon in the individual contract. If no specific place of use is specified in the particular arrangement, the place of performance is the registered office of the deeptrue.
4. rights to performance results/protection of intellectual property rights: The customer is entitled to an unlimited, revocable, non-exclusive, non-sublicensable, and non-transferable right of use under the purposes described in more detail in the respective individual contract for the work results created by deeptrue within the scope of the consulting services and provided to the customer. Unless otherwise agreed in the individual contract, the customer may use the work results produced within the scope of the consulting services exclusively for his purposes. 3.
5. Client obligations to cooperate: To provide consulting services, deeptrue depends on the customer’s support and cooperation. In particular, the customer is obliged to give the employees of deeptrue or the third parties commissioned with the provision of the consulting services with all the necessary work equipment, information, and documents in full, in good time, and the required quantity.
6. Remuneration
7. Unless otherwise agreed in the individual contract, the remuneration for the consulting services is based on the price list decided in the particular agreement.
8. Unless otherwise agreed in the individual contract, the agreed remuneration shall be due as follows
9. (a) in the case of remuneration on a fee basis (“time and material”), monthly in arrears;
10. (b) in the case of remuneration on a fixed price basis, the agreed fixed price shall be paid in full immediately after the conclusion of the individual contract.
11. deeptrue will issue invoices for the services due; these are payable immediately upon receipt of the invoice (e-mail) from deeptrue by the customer.
12. Invoices will be sent by e-mail and posted at the customer’s request.
13. All agreed remunerations are net amounts and are exclusive of value-added tax at the statutory rate.
14. The offsetting of counterclaims by the customer or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
15. Term of the contract; Termination
16. Suppose a specific period or specific calendar dates have been agreed upon for the provision of consulting services. In that case, neither party shall be entitled to terminate the individual contract for cause. If the consultancy services are agreed upon for an indefinite period, either party may terminate the separate agreement with one (1) month’s notice to the end of the quarter.
17. The statutory rights of both parties to extraordinary termination for a good cause remain unaffected.
18. Declarations of termination must be in writing. Termination of the individual contract shall not affect the term and validity of the other consulting contracts, and other agreements concluded between the parties.

Part D – Conditions for Panel Connections and Services

1. Scope of services
2. In addition to the connection of its panel, the customer can commission deeptrue to collect survey data within the framework of a project (“panel service”). A customer’s panel means collecting survey data through a sample provided by the customer.
3. The parties shall agree upon the exact scope of services of a panel service within the framework of an individual contract.
4. deeptrue has the right to engage subcontractors to perform the panel services.
5. Remuneration
6. deeptrue will issue invoices for the panel services at the beginning of the survey; these are payable immediately upon receipt of the invoice (e-mail) from deeptrue by the customer.
7. Invoices will be sent by e-mail and posted at the customer’s request.
8. All agreed remunerations are net amounts and are exclusive of value-added tax at the statutory rate.
9. The offsetting of counterclaims by the client or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
10. Anonymity of respondents
11. In the case of panel services, the respondents remain anonymous to the client as a matter of principle.
12. During a survey, the customer may not collect data that makes the participants recognizable or identifiable (“anonymization requirement”). This also applies to technical means of identification (e.g., time stamp analysis or URL parameters).
13. The participant’s consent to collect personal data cannot waive the anonymization requirement.
14. In case of the connection of an own panel, Clause 3.2 and Clause 3.3 shall apply mutatis mutandis.
15. panel data: The panel data generated within the scope of the panel services are project data, but not customer data within the meaning of Part B Clause 4.1. However, to the extent necessary for fulfilling the obligations of deeptrue, Part B Clause 4.2 applies accordingly.
16. 5. term of the contract; Termination
17. Insofar as an interview period has been agreed for the provision of the panel services, neither party is entitled to terminate the individual contract with due notice.
18. The statutory rights of both parties to extraordinary termination for a good cause shall remain unaffected.
19. Declarations of termination must be in writing. Termination of an individual contract shall not affect the term and validity of the other separate contracts and other agreements concluded between the parties.

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