framework agreement regarding digital media...

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FRAMEWORK AGREEMENT REGARDING

DIGITAL MEDIA MEASUREMENT SERVICES

BETW EEN

Danske Medier Research ApS

CVR-no.: 30082788

Skindergade 7

DK-1159 Copenhagen K

("DMR")

AND

[Supplier]

[TAX number]

[Address]

("Supplier")

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TABLE OF CONTENTS

CHAPTER I – BACKGROUND AND DEFINITIONS .......................................................... 1

1. BACKGROUND ....................................................................................... 1

2. DEFINITIONS ........................................................................................ 1

CHAPTER II - SUPPLIER'S DELIVERY OBLIGATION ...................................................... 3

3. TURN-KEY RESPONSIBILITY ..................................................................... 3

4. TRANSITION SERVICES ........................................................................... 3

5. BASE SERVICES .................................................................................... 3

6. OPTIONAL SERVICES AND SUBMISSION OF CALL-OFF AGREEMENTS ................ 3

7. METHODOLOGY ..................................................................................... 4

8. SERVICES MANUAL ................................................................................ 4

9. DOCUMENTATION AND LANGUAGE ............................................................ 5

10. TEST ................................................................................................... 5

CHAPTER III – SERVICES MANAGEMENT, SUB-SUPPLIER AND PERSONNEL ...................... 5

11. SERVICES MANAGEMENT AND GOVERNANCE ............................................... 5

12. ADVICE ............................................................................................... 6

13. SUB-SUPPLIERS .................................................................................... 6

14. PERSONNEL, QUALITY AND REPORTS ......................................................... 6

15. THE PARTIES' RELATIONSHIP ................................................................... 6

16. OTHER RIGHTS AND OBLIGATIONS OF SUPPLIER ......................................... 7

17. CHANGE MANAGEMENT PROCEDURES ........................................................ 7

CHAPTER IV – PRICING ........................................................................................ 7

18. CHARGES ............................................................................................. 7

19. TERMS OF PAYMENT ............................................................................... 7

20. OBLIGATION TO INVOICE AND INFORM ...................................................... 8

21. VAT / TAX ............................................................................................ 8

22. CURRENCY ........................................................................................... 8

CHAPTER V – WARRANTIES AND DMR'S RESPONSIBILITIES ......................................... 8

23. WARRANTIES ........................................................................................ 8

24. DMR'S EXHAUSTIVE OBLIGATIONS ............................................................ 9

CHAPTER VI – INTELLECTUAL PROPERTY RIGHTS ....................................................... 9

25. INTELLECTUAL PROPERTY RIGHTS............................................................. 9

26. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ......................................... 10

27. DATA ................................................................................................. 10

CHAPTER VII - BREACH AND REMEDIES AND TERM/TERMINATION ................................ 11

28. RIGHTS AND REMEDIES UNDER DANISH LAW ............................................. 11

29. DELAYS AND PENALTY FOR DELAYED OR DEFAULT SERVICES ........................ 11

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30. DEFAULTS AND REMEDY ........................................................................ 11

31. REDUCTION OF CHARGES ....................................................................... 12

32. LIMITATION OF LIABILITY ...................................................................... 12

33. TERM ................................................................................................. 12

34. TERMINATION ...................................................................................... 13

CHAPTER VIII - MISCELLANEOUS ........................................................................... 14

35. CONFIDENTIALITY ................................................................................ 14

36. INSURANCES ....................................................................................... 14

37. NON-EXCLUSIVITY AND THIRD PARTY SERVICES......................................... 15

38. ASSIGNMENT ....................................................................................... 15

39. WAIVER AND CUMULATIVE REMEDIES ....................................................... 15

40. AMENDMENTS ...................................................................................... 15

41. PUBLICITY .......................................................................................... 15

42. INTERPRETATION OF DOCUMENTS ........................................................... 16

43. GOVERNING LAW AND DISPUTE RESOLUTION ............................................ 16

44. SIGNATURES ....................................................................................... 16

LIST OF APPENDICES

APPENDIX 1: REQUIREMENT SPECIFICATION, DESCRIPTION OF SERVICES AND DOCUMENTATION

(INCLUDING OPTIONS) [prepared by DMR]

APPENDIX 2: TRANSITION PROJECT AND TIME SCHEDULE FOR THE TRANSITIONAL PERIOD

[Supplier to prepare]

APPENDIX 3: PRICE CATALOGUE COVERING BOTH TRANSITIONAL SERVICES, BASE SERVICES AND

OPTIONAL SERVICES [Supplier to fill out]

APPENDIX 4: DMR'S OBLIGATIONS [Supplier to prepare]

APPENDIX 5: CHANGE MANAGEMENT PROCEDURE [prepared by DMR]

APPENDIX 6: TESTING [Supplier to prepare]

APPENDIX 7: TEMPLATE CALL-OFF AGREEMENT [prepared by DMR]

APPENDIX 8: SUPPLIER'S RESEARCH METHOD [Supplier to prepare]

APPENDIX 9: GOVERNANCE [Supplier to fill out]

APPENDIX 10: SERVICE LEVELS, SERVICE CREDITS [Supplier to fill out]

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FRAMEWORK AGREEMENT REGARDING DIGITAL MEDIA

MEASUREMENT SERVICES

BETW EEN


CVR-no.: 30082788

Skindergade 7

DK-1159 Copenhagen K

("DMR")

AND

[Supplier]

[CVR-no]

[Address]

("Supplier")

CHAPTER I – BACKGROUND AND DEFINITIONS

1. BACKGROUND

1.1 DMR represents the majority of Danish media and is responsible for the establishment,

operation and distribution of the overall digital media measurement regarding use of

digital media in Denmark.

1.2 Supplier carries on business in the form of [Supplier to fill out].

1.2.1 DMR wants to acquire certain digital media measurement services regarding use of

digital media in Denmark. On this background, DMR submitted a tender in September

2014, regarding these digital measurement services. In [to be inserted], Supplier

submitted its offer in respect of these digital measurement services, which has then

further been detailed and described during the negotiation.

1.3 On this basis, the Parties have concluded this this Framework Agreement regarding

digital media measurement services.

2. DEFINITIONS

2.1 "Agreement" means this Framework Agreement regarding digital media measurement

services together with all Appendices hereto and Call-off Agreements and any document

or Appendix referred to therein.

2.2 "Base Services" means the services listed as “MR” and “R” in the Requirement

Specification.

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2.3 "Call-off Agreement" means the individual, legally binding agreement between DMR and

Supplier concerning a Service Recipient's purchase of certain Optional Services on the

terms and conditions stipulated in this Agreement. A Template Call-off Agreement is

enclosed as Appendix 7.

2.4 "Change" means a change to the Requirement Specification or a Call-off Agreement,

which the Parties agree in accordance with the Change Management Procedures.

2.5 "Change Management Procedures" means the procedures set out in Clause 17 and

Appendix 5 (Change Management Procedures).

2.6 "Charges" means the charges to be paid by DMR to Supplier under this Agreement

regarding the Base Services.

2.7 "Day" means any calendar day.

2.8 "DMR Data" means all data gathered, generated, processed or provided in connection

with the Services and the provision of the Services, including but not limited to data

from or about the Panellists, from or about the Service Recipients, raw-data, results,

content data and technical data.

2.9 "Good Industry Practice" means the exercise of the degree of skill, diligence, prudence,

efficiency, foresight and timeliness which would be expected from a leading European

company within the relevant industry or business sector.

2.10 "Interest" means the interest rate pursuant to the Danish Interest Rates Act (in Danish

“Renteloven”).

2.11 "Optional Services" means the services listed as “O” and “MO” in the Requirement

Specification.

2.12 "Panellist" means a user recognisable through either a cookie-ID, other ID or by

installed software on the user's platform device.

2.13 "Party" means DMR or Supplier, and "Parties" means DMR and Supplier.

2.14 "Price Catalogue" means Appendix 3 to this Agreement.

2.15 "Requirement Specification" means Appendix 1 to this Agreement.

2.16 "Service Period" means the period from expiry of Transitional Period until the end of the

Term.

2.17 "Service Recipient" means the publishers, who have entered into an agreement with

DMR regarding participation in the Base Services.

2.18 "Services" means all services to be delivered by Supplier under this Agreement,

including but not limited to Transitional Services, Base Services and Optional Services.

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2.19 "Services Manual" means the manual described in Clause 8.

2.20 "Term" has the meaning ascribed to it in Clause 33.

2.21 "Transitional Period" means the period from signing of this Agreement until 1 January

2016.

2.22 "Transitional Services" means the services, activities and infrastructure, which Supplier

shall establish and provide in the Transitional Period in order to be able to deliver both

Base Services and Optional Services.

CHAPTER II - SUPPLIER'S DELIVERY OBLIGATION

3. TURN-KEY RESPONSIBILITY

3.1 Supplier shall have the total and complete responsibility for implementing and providing

to DMR the Services as set out in this Agreement and in accordance with the

Requirement Specification, Appendix 2 (Transition Plan and Time Schedule for the

Transition Period), Appendix 6 (Testing), the individual Call-off Agreements and

Appendix 10 (Service Levels, Service Credits).

3.2 If the Services do not for reasons which are not attributable to DMR meet any and all of

the requirements in this Agreement, Supplier shall, at no additional cost for DMR,

repair, remedy and/or deliver such other services as appropriate and/or necessary in

order to ensure that the Services meet the requirements in this Agreement.

4. TRANSITION SERVICES

During the Transitional Period, Supplier shall deliver the Transitional Services as

described in Appendix 2 (Transition Plan and Time Schedule for the Transition Period)

and in accordance with the time schedule in Appendix 2 (Transition Plan and Time

Schedule for the Transition Period).

5. BASE SERVICES

During the Service Period, Supplier shall deliver Base Services to DMR in accordance

with the requirements in this Agreement, including but not limited to the Requirement

Specification and Appendix 10 (Service Levels, Service Credits).

6. OPTIONAL SERVICES AND SUBMISSION OF CALL-OFF AGREEMENTS

6.1 DMR may during the Service Period - on behalf of Service Recipients or for its own

purposes - purchase Optional Services from Supplier by submitting a Call-off Agreement

to Supplier. Services purchased by DMR pursuant to a Call-off Agreement shall be

delivered in accordance with the terms and conditions of this Agreement.

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6.2 All Call-off Agreements shall specify the terms governing the Optional Service in

question, including information about 1) contact persons, 2) term and time schedule for

delivery of the Optional Service, 3) exact scope of the Optional Service, 4) price

relating to the Optional Service (based on the unit prices/pricing principles in the Price

Catalogue), 5) Supplier's obligations in relation to testing, documentation, reporting,

panels, etc.

6.3 The Parties agree that Supplier is not entitled to any administration fee for handling

Call-off Agreements.

7. METHODOLOGY

7.1 Supplier shall comply with and follow its research model as described in Appendix 8

(Supplier's Research Model).

7.2 In addition, Supplier's methodology for delivering the Services shall as a minimum be in

compliance with the following:

a) Supplier shall ensure that any Service is provided and documented in accordance

with relevant ESOMAR standards and Good Industry Practice;

b) Supplier shall, upon request, document procedures and processes for error

notifications in relation to the Services; and

c) Supplier shall have processes and tools to enable Supplier to manage service

investigation requests through all phases of the delivery of the Services.

8. SERVICES MANUAL

8.1 In addition to documentation requirements stipulated in this Agreement, Supplier shall

deliver to DMR, for DMR's approval as to scope and level of detail, a Services Manual,

which must be prepared in accordance with Good Industry Practice. The purpose of the

Services Manual is to compile the administrative and operating procedures that have

been agreed between DMR and the Supplier regarding the Services and includes

description of the Supplier's provision of the Services and the procedures for obtaining,

verifying and using DMR Data and the Services on a day-to-day basis. The Services

Manual shall be in English and in a manner and form that is easily understandable for a

reader with relevant media background, but who is not familiar with the Supplier's way

of delivering services within the field of this Agreement.

8.2 The Supplier shall periodically and at least once every half-year review and update the

Services Manual and provide DMR with updated available versions thereof to reflect any

Change and other changes in the operations or procedures described therein within a

reasonable time after such Change/Changes were made.

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8.3 If the Services Manual is not delivered or up to date when requested, cf. Appendix 2

(Time Schedule), the monthly payable Charges are reduced with DKK 10.000 until the

Services Manual is delivered in accordance with Clause 8.1.

8.4 DMR's right to use the documentation, reporting provided and the Services Manual

includes any and all use of the documentation, reporting and the Services Manual for

purposes of tendering out services similar to the Services provided hereunder prior to

or after termination of this Agreement.

9. DOCUMENTATION AND LANGUAGE

9.1 Supplier shall as part of the Services provide to DMR documentation and guidelines as

stipulated in Requirement Specification and/or the Call-off Agreement.

9.2 Supplier undertakes to amend the documentation to the extent necessary for DMR if

Supplier is notified and/or becomes aware of defaults or other inappropriate elements.

Should Supplier carry out agreed amendments or Changes to Services, Supplier shall

amend the documentation accordingly, so that it is in compliance with the requirements

set out in this Clause 9.

9.3 Working language will be Danish or English and Supplier must ensure that the

personnel assigned to delivering support services towards Service Recipient are fluent

in Danish.

10. TEST

Supplier shall comply with the testing requirements stipulated in Appendix 6 (Testing)

in respect of the Base Services delivered under this Agreement and any additional

requirements stipulated in the individual Call-off Agreements in respect of the Optional

Services.

CHAPTER III – SERVICES MANAGEMENT, SUB-SUPPLIER AND PERSONNEL

11. SERVICES MANAGEMENT AND GOVERNANCE

11.1 Supplier shall assume total responsibility for the timely and the correct supply, control

and management of the delivery of the Services, including provide management of its

own, of any sub-suppliers' employees, plan and co-ordinate all aspects of the delivery

of the Services and follow up on Services planning and time schedules in relation to all

parties involved in the delivery of the Services.

11.2 The Parties shall establish a governance organisation for the Services set out in

Appendix 9 (Governance) and participate in the governance meetings. Supplier's

preparation and participation in the governance meetings are included in the Charges.

Each Party shall notify the other in writing promptly of any change to those

appointments provided that Supplier shall not be entitled to change its key-account

manager without the prior written consent of DMR.

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12. ADVICE

Supplier shall proactively advise DMR on potential improvements or changes to the

Services benefiting DMR, Service Recipients or the Services. Such proactive advices are

included in the Charges.

13. SUB-SUPPLIERS

Supplier may not subcontract any of the Services without DMR's prior written consent

(such consent not to be unreasonably refused or delayed). The consent of DMR to any

subcontracting shall not relieve Supplier of its responsibility for the performance of its

obligations under this Agreement. Any obligation placed on Supplier shall be extended

to sub-suppliers. DMR may revoke its consent in respect of any sub-supplier in the case

of material changes to the sub-supplier in question, including a sub-supplier's breach of

any provision of this Agreement.

14. PERSONNEL, QUALITY AND REPORTS

14.1 Supplier's personnel shall i) be competent and appropriately trained, ii) be experienced

in the provision of the Services, and iii) have appropriate knowledge of DMR and the

Service Recipients, relevant media and data collection before starting to deliver the

Services. They shall perform their tasks in a workmanlike and professional manner.

14.2 Supplier is not allowed to replace key personnel without the prior written consent of

DMR, save for replacement as a result of factors beyond Supplier’s reasonable control,

including termination of employment by the personnel or by Supplier in the event of

legitimate termination, death, leave of absence and illness. In case of such

replacement, DMR is entitled to review the CV's of the new personnel before they are

introduced by Supplier to DMR. Any replacement of key personnel shall be without cost

for DMR and the new personnel shall have at least the same competences and

experience as the key personnel which they replace.

14.3 DMR shall be entitled, on reasonable grounds, to request the replacement of any

personnel of Supplier engaged in a Service or delivering Services. Any request for

replacement of personnel will not relieve Supplier of its obligations under this

Agreement.

14.4 Supplier shall implement and use quality assurance measures, including measurement

and monitoring tools, and shall ensure that the Services delivered have been

appropriately verified to ensure appropriate quality. Supplier shall document the

results of using such measures and such verifications.

15. THE PARTIES' RELATIONSHIP

15.1 Supplier and its personnel will not be considered employees of DMR, nor will Supplier

and its personnel have any subordinate/superior relationship with DMR's management.

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Consequently, Supplier will not in its relationship with DMR be subject to the Danish

Salaried Employees Act (funktionærloven), the Danish Holiday Act (ferieloven), the

Danish Act on Statements of Employment Particulars (ansættelsesbevisloven) or any

other act protecting employees.

16. OTHER RIGHTS AND OBLIGATIONS OF SUPPLIER

16.1 Responsibilities and authority

16.1.1 Supplier shall cooperate in good faith with DMR and the Service Recipients.

16.1.2 Supplier is not authorised to enter into any binding agreements on behalf of DMR or any

Service Recipient or to impose any other liabilities, obligations, etc. on DMR or any

Service Recipient.

16.2 Compliance with law, regulations, safety standards etc.

16.2.1 Supplier shall observe and comply with all laws, orders and regulations, including the

Danish Act on Processing of Personal Data (persondataloven), cf. Clause 27.3 below,

safety regulations and other rules applicable to the delivery of the Services. Supplier

shall indemnify DMR for any and all penalties that may be asserted or assessed as a

result of Supplier’s failure to observe and comply with such laws, etc.

17. CHANGE MANAGEMENT PROCEDURES

Changes are subject to the procedures set out in Appendix 5 (Change Management

Procedures) and no Change shall be implemented without DMR's prior written approval.

CHAPTER IV – PRICING

18. CHARGES

18.1.1 The Charges for the Services are stipulated in the Price Catalogue. The Charges are

fixed through the Term.

18.1.2 Supplier pays all costs pertaining to the Services, including but not limited to

all expenses and time used for travel, accomodation and meals, secretarial assistance,

special equipment, telecommunication, etc.

19. TERMS OF PAYMENT

19.1 Supplier shall invoice the Charges in accordance with the payment plan stipulated in the

Price Catalogue or the individual Call-off Agreement.

19.2 Payment shall take place no later than 30 Days after expiry of the months in which DMR

has received the invoice in accordance with Clause 19.1.

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19.3 In case of delayed payment, Supplier shall be entitled to Interest on the outstanding

amount from the due date until the date of payment.

19.4 DMR shall be entitled to set off any amount owed by DMR to Supplier against any

amount receivable from Supplier to DMR. Any exercise by DMR of its rights under this

Clause shall be without prejudice to any other rights or remedies available to DMR

under this Agreement.

19.5 DMR shall be entitled to withhold any payment under this Agreement for as long as

Supplier is in breach of any contractual obligation under this Agreement.

20. OBLIGATION TO INVOICE AND INFORM

20.1 Supplier shall invoice for Services provided to DMR within 90 Days of such provision

and shall not be entitled to invoice for the Services after such period of time.

20.2 Supplier shall notify DMR of DMR not fulfilling its obligations under this Agreement

without undue delay and no more than 45 Days after Supplier has become aware of

such non-compliance.

21. VAT / TAX

Except for VAT, the prices and fees stipulated in Appendix 3 (Price Catalogue) shall

include any and all direct and indirect taxes of whatever nature imposed by a tax

authority on Supplier.

22. CURRENCY

Invoicing and payment currency shall be in DKK unless otherwise agreed upon.

CHAPTER V – WARRANTIES AND DMR'S RESPONSIBILITIES

23. WARRANTIES

23.1 Supplier represents, warrants and undertakes to DMR that:

a) that the Services provided comply with the specifications and meet all

requirements in this Agreement, including but not limited to the Requirement

Specification and the Call-off Agreements;

b) that the Services provided are of a high quality and free of any defaults and

defect, and that the Services are in full compliance with applicable laws and Good

Industry Practices;

c) that the Services provided have been adequately verified in order to ensure

compliance with applicable laws, Good Industry Practices, including the

specifications stipulated in this Agreement and the Call-off Agreements, and that

the results of such verifications will be forwarded to DMR on request;

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d) that the reporting, documentation and manuals provided will enable trained

personnel of DMR to understand and use the Services;

e) that the Services do not violate any applicable laws or infringe any third party

rights;

f) that Supplier is authorised to grant and has granted DMR any licence necessary

for DMR to use, fully utilise, change and transfer the Services and

g) [*]

23.2 If Supplier receives notice from DMR of any breach by Supplier of any of the

representations, warranties and undertakings contained in Clause 23.1, Supplier shall,

at its own cost and expense, remedy that breach promptly and in any event within 15

Days after receiving the notice. DMR shall be entitled to pursue any rights and remedies

which are available to it, and is entitled to terminate this Agreement and Call-off

Agreements for material breach in whole or in part, if such breach is not remedied

within the above-mentioned 15 Days' cure period.

23.3 Supplier shall indemnify DMR from, and defend DMR against, any liability, any losses

suffered and reasonable and documented expenses or other costs, incurred or sustained

by DMR or resulting from, arising out of or relating to breach of any representation or

warranty made by Supplier under this Agreement.

23.4 Supplier's liability for breach of the representations, warranties and undertakings set

out in Clause 23.1 terminates upon expiry or termination of this Agreement, except to

the extent that DMR has notified Supplier in writing, before the expiry or termination,

of a breach, specifying in reasonable detail the nature of that breach.

24. DMR'S EXHAUSTIVE OBLIGATIONS

DMR shall provide the services and perform the obligations expressly designated as

DMR responsibility in Appendix 4 (DMR's Obligations). Appendix 4 (DMR's Obligations)

contains an exhaustive description of DMR's obligations. The onus for proving that a

certain task is a responsibility of DMR, and that Supplier's breach or delay, if any, is

attributable to DMR, shall be on the part of Supplier.

CHAPTER VI – INTELLECTUAL PROPERTY RIGHTS

25. INTELLECTUAL PROPERTY RIGHTS

25.1 Each of the Parties retains its own intellectual property rights in all respects, unless

otherwise agreed in this Agreement.

25.2 All rights to the Services, excluding DMR Data and Panellists, see Clause 27 below,

belong to the Supplier.

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25.3 DMR, including the Service Recipients and other of DMR's customers, has an

irrevocable right of indefinite duration to use the delivered Services, including

reporting, manuals and documentation provided as part of the Services or due to this

Agreement, also after the Term, irrespective of the cause of termination.

26. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

Supplier shall indemnify and hold harmless DMR and the Service Recipients from, and

defend DMR and the Service Recipients against, any liability and reasonable and

documented expenses arising out of or relating to any claim by a third party that the

Services infringe the intellectual property rights of any third party. Supplier shall be

responsible for any reasonable and documented costs and expenses incurred by DMR

and/or the Service Recipients in connection with the enforcement of this Clause 26.

27. DATA

27.1 Ownership to DMR Data and Panellists

27.1.1 DMR Data and the Panellists are and shall remain the property of DMR, including the

raw data, the results, other data compilations/extracts/lists/reports, which contain DMR

Data. DMR Data shall not be (1) used by Supplier or its sub-suppliers other than in

connection with providing the Services, (2) disclosed, sold, assigned, leased, or

otherwise provided to third parties by Supplier (except as provided for in this

Agreement), or (3) commercially exploited by or on behalf of Supplier, its employees,

resources or sub-suppliers, without prior written agreement with DMR.

27.1.2 Similarly with the Panellists, Supplier is not entitled to use these Panellists other than

in connection with providing the Services, unless otherwise agreed with DMR.

27.1.3 Supplier is entitled to distribution of results generated by the Market Tool (not other

results or data) generated from the Services in accordance with the business model

described in Appendix 3 (Price Catalogue) to third parties (excluding Service Recipients)

located in Denmark or with its business activities outside Denmark (without a right to

re-distribute the results to entities in Denmark). Supplier is, however, not entitled to

include any third party as participant in the Services to the extent that the third party

is being measured as part of Base Services.

27.2 Retention

Supplier or its sub-suppliers has no right to exercise any retention rights in respect of

DMR Data, when this Agreement is terminated, irrespective the cause.

27.3 Personal Data

27.3.1 Supplier and DMR shall comply at all times with such provisions of the Danish Data

Protection Act (in Danish "Persondataloven") and similar laws as are in force from time

to time (the "Data Protection Acts") and applicable to Supplier or DMR as relevant. The

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Parties shall in a timely and professional manner inform each other of any information

needed in this relation as well as any changes in information already registered by

Supplier or DMR. For the purposes of the Data Protection Acts, in providing Services

under this Agreement, Supplier may be deemed data processor and DMR may be

deemed data controller, and, if so, Supplier,

a) warrants that it has notified to DMR relevant details of its security measures and

procedures in relation to its processing of DMR Data and will at all times during

the Term of this Agreement have appropriate technical and organizational

measures in place to protect any personal data processed by it against

unauthorized or unlawful processing of personal data and against accidental loss

or destruction of, or damage to, personal data held or processed by it and that it

has taken all reasonable steps to ensure the reliability of any of its staff who will

have access to personal data processed as part of the Services;

b) will provide DMR with details of any material changes to the measures described in

(a) above;

c) will only act on the instructions of DMR in relation to the processing of any personal

data as part of the Services;

d) will permit DMR at any time to amend, update, supplement and delete its data that

has been processed by Supplier as well as suspend or stop the processing of said

data; and

e) warrants that no personal information regarding the Panellists is processed, stored

or otherwise handled by Supplier, unless upon prior written approval by DMR.

CHAPTER VII - BREACH AND REMEDIES AND TERM/TERMINATION

28. RIGHTS AND REMEDIES UNDER DANISH LAW

The rights and remedies (in Danish: "misligholdelsesbeføjelserne") available under

Danish law shall apply to this Agreement and be available to each Party, except to the

extent expressly derogated from in this Agreement.

29. DELAYS AND PENALTY FOR DELAYED OR DEFAULT SERVICES

If the Services are delayed or Defective, Supplier will incur penalties in accordance with

Appendix 10.

30. DEFAULTS AND REMEDY

30.1 Services provided shall be deemed defective if they do not meet the requirements and

specifications in Requirement Specification or a Call-off Agreement or do not otherwise

function in such a manner as DMR may reasonably expect ("Defect").

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30.2 Supplier shall without undue delay carry out repairs and correct Defects, if notice is

given during the Term of this Agreement.

30.3 If the Services do not meet agreed service levels, Supplier shall immediately make all

necessary changes to the Services as necessary and/or appropriate to enable the

Services to comply with the Requirement Specification or a Call-off Agreement, at no

additional charge to DMR. This remedy does not relieve Supplier from paying penalties

for non-fulfilment of agreed services levels.

30.4 Any use of data or results by the Supplier in contravention with the terms of this

Agreement and any non-compliance with the Data Protection Acts by Supplier, is

regarded material breach of this Agreement, which entitles DMR to terminate with

immediately effect.

31. REDUCTION OF CHARGES

DMR shall in accordance with the ordinary rules of Danish law be entitled to a

proportionate reduction of the Charges, if the requirements for such reduction are

fulfilled.

32. LIMITATION OF LIABILITY

32.1 Other than as set out in this Agreement, the Parties shall be liable in accordance with

the ordinary rules of Danish law.

32.2 A Party shall not be liable for any indirect and/or consequential damages suffered by

the other Party. For the avoidance of doubt, damages due to data loss or data

damage/data distortion, losses suffered as a result of cover purchases are deemed

direct damages.

32.3 If one of the Service Recipients suffers a loss or damage, which would have been a

direct damage for DMR and comprised by Clause 32.1, if the loss or damage had been

suffered by DMR, the Parties agree that such loss or damage is considered a direct

damage for DMR comprised by Clause 32.1, despite it is suffered by another person

than DMR.

32.4 A Party shall not be liable for any amount (excluding service credits, penalties and any

indemnifications as a result of breach of Clause 23.1), that in total exceeds all

payments made and to be made by DMR under this Agreement.

33. TERM

33.1 The term of this Agreement is 4 years from signing of this Agreement ("Term"), ie. 1

year of Transitional Services and 3 years of delivery of Base Services. DMR is, however,

entitled to extend the Term by another year, subject to 6 months’ written notice to

Supplier before expiry of the Term. DMR is entitled to apply this right of extension of

the Term three times.

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33.2 In case of termination of this Agreement and DMR realises during the termination notice

period that it is not possible to transfer the Services to another service provider during

the remaining termination notice period, DMR is entitled to extend the termination

notice period with up to 12 months upon a prior written notice of 3 months. Supplier is,

however, entitled to increase the Charges for the Services in the extended termination

notice period in accordance with the percentages stipulated in the Price Catalogue.

34. TERMINATION

34.1 Expiry

Expiry of this Agreement will not terminate any Call-off Agreement. Such Call-off

Agreement expires according to its own terms and conditions, and any provisions in this

Agreement which are by nature to continue during the term of the Call-off Agreement

will apply until expiry of the Call-off Agreement.

34.2 Termination for Convenience

34.2.1 DMR shall have the right, without prejudice to its other rights or remedies, to terminate

this Agreement and/or individual Call-off Agreements for convenience by giving at least

60 Days' notice to Supplier. In the event of termination for convenience, DMR shall pay

for all the Services provided by Supplier until the expiry of the notice, and if this

Agreement is terminated for convenience by DMR within the first 3 years from signing

of this Agreement, Supplier is entitled to a termination fee, cf. the Price Catalogue.

DMR has no other liability in respect of said termination. DMR may, however, demand

that an existing Call-off Agreement be fulfilled by Supplier notwithstanding any

termination or expiry of this Agreement.

34.2.2 Supplier is not entitled to terminate this Agreement for convenience.

34.3 Termination for Cause

34.3.1 DMR shall have the right, without prejudice to its other rights or remedies, to terminate

this Agreement and/or the individual Call-off Agreements immediately by notice to

Supplier:

a) if Supplier is in material breach of any of its obligations under this Agreement or a

Call-off Agreement and either the breach is incapable of remedy or Supplier has

failed to remedy the breach within 15 Days after receiving notice requiring it to

remedy that breach;

b) if Supplier fails to meet any milestone or deadline stipulated in this Agreement or a

Call-off Agreement by more than 30 Days, other than solely as a result of an act or

omission of DMR;

14

c) in the event of a claim that the Services breach any third party rights, including

third party intellectual property rights; or

d) for any other reason specified in this Agreement.

34.3.2 Supplier’s right to terminate this Agreement for cause shall be in accordance with the

general rules of Danish law.

34.3.3 If this Agreement is terminated by DMR pursuant to Clause 34.3.1, Supplier shall

refund immediately and without deduction for any decrease in value or use, all Charges

for the Services affected by the termination in addition to any damages payable.

34.4 Termination Assistance

Supplier is obligated to provide reasonable and usual assistance to DMR in connection

with termination of this Agreement, irrespective the cause, including but not limited to

all licenses, software, source code, and related services in connection with transfer of

the Services to another service provider or insourcing it to DMR. Such reasonable and

usual assistance is included in the Charges. DMR is furthermore entitled to require

reasonable additional termination assistance beyond such reasonable and usual

assistance and such additional termination assistance is provided on a time and

material basis at the hourly rates stipulated in Price Catalogue. If this Agreement is

terminated by Supplier due to DMR’s material breach, Supplier is entitled to claim

payment and prepayment for all its termination assistance Services, including

reasonable and usual assistance.

CHAPTER VIII - MISCELLANEOUS

35. CONFIDENTIALITY

35.1 Supplier shall keep confidential all information (written or oral) concerning the business

and affairs of DMR and the Service Recipients, and the Supplier shall only use

specifications, data, drawings, diagrams or other materials that it shall have obtained

or received or created as a result of the discussions leading up to or the entering into

or the performance of this Agreement, in the proper performance of this Agreement and

shall not, without DMR's written consent, disclose such information in whole or in part

to any other person save to its employees and sub-suppliers involved in this

Agreement, and shall ensure that all such persons comply with Supplier's obligations in

this Clause 35.1.

35.2 Supplier's obligations in Clause 35.1 shall not apply to information that is already in the

public domain other than as a result of a breach of Clause 35.1.

36. INSURANCES

[Description of Supplier's insurance coverage]

15

37. NON-EXCLUSIVITY AND THIRD PARTY SERVICES

This Agreement does not grant Supplier exclusivity with respect to provision of Services

or parts hereof, to DMR, and thus, DMR shall have the right to contract with a third

party to perform any services which are similar to Services. If DMR contracts with a

third party to perform any such service, Supplier shall cooperate with DMR and such

third party to the extent reasonably required by DMR, subject to reasonable terms of

such co-operation being agreed by DMR and Supplier in advance.

38. ASSIGNMENT

38.1 DMR may assign its rights and obligations under this Agreement in whole or in part to

any company or organisation owned by substantially the same shareholders as DMR.

38.2 Supplier shall not be entitled to assign or transfer its rights or obligation under this

Agreement without DMR's prior written consent.

39. WAIVER AND CUMULATIVE REMEDIES

39.1 The rights and remedies provided by this Agreement may be waived only in writing by

the relevant Party in a manner that expressly states that a waiver is intended, and such

waiver shall only be operative with regard to the specific circumstances referred to. Any

failure to exercise or any delay in exercising a right or remedy by either Party shall not

constitute a waiver of that right or remedy or of any other rights or remedies.

39.2 Unless a right or remedy of a Party is expressed to be an exclusive right or remedy, the

exercise of it by the Party is without prejudice to the Party's other rights and remedies.

40. AMENDMENTS

No amendment to, or change, waiver, or discharge of, any provision of this Agreement

and/or Call-off Agreements shall be valid unless in writing and signed by an authorized

representative of the Party against which such amendment, change, waiver, or

discharge is sought to be enforced.

41. PUBLICITY

Neither Party shall use the other Party's name, trademarks, or service marks or refer to

the other Party directly or indirectly in any media release, public announcement, or

public disclosure relating to this Agreement or its subject matter, including, but not

limited to, in any promotional or marketing materials, customer lists, or business

presentations without obtaining prior consent from the other Party for each such use or

release.

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42. INTERPRETATION OF DOCUMENTS

42.1 [This Agreement supersedes all prior agreements and understandings between the

Parties with respect to DMR's purchase of Services and Services from Supplier.] The

Parties explicitly agree that Supplier's standard terms and conditions are not binding on

DMR, irrespective of whether such terms and conditions are printed on quotations,

order confirmations, invoices or communicated to DMR in any other way.

42.2 All Appendices and subsequent amendments to this Agreement shall be construed as an

integrated part of this Agreement. In the case of conflicts between the terms of the text

of this Agreement (exclusive of the Appendices), and the terms of the Appendices, the

text of this Agreement (exclusive of the Appendices) shall prevail. In the case of

conflicts between the terms of this Agreement and an individual Call-off Agreement,

this Agreement shall prevail.

43. GOVERNING LAW AND DISPUTE RESOLUTION

43.1 This Agreement and the rights and obligations of the Parties hereunder shall be

construed in accordance with and be governed by the laws of Denmark.

43.2 The Parties acknowledge that they will attempt to settle any disputes between them

that may arise by negotiation in good faith through the appropriate levels of

governance in a timely manner.

43.3 If a dispute is not resolved by prior negotiation, if used, between the Parties, either

Party may, upon notice, submit any dispute to settlement at City Court of Copenhagen.

44. SIGNATURES

On behalf of DMR

Name: Name:

Title: Title:

date: date:

On behalf of Supplier

Name: Name:

Title: Title:

date: date:


ADVOKATFIRMA

SUNDKROGSGADE 5


TEL. +45 70 12 12 11

FAX. +45 70 12 13 11

W W W . K R O M A N N R E U M E R T . C O M C V R - N R . : D K 6 2 6 0 6 7 1 1 . R E G . A D R . : S U N D K R O G S G A D E 5 . D K - 2 1 0 0 K Ø B E N H A V N Ø

1

APPENDIX 1 – REQUIREMENT SPECIFICATION, DESCRIPTION OF

SERVICE AND DOCUMENTATION (INCL. OPTIONS)

This specification describes the Requirements for the requested Services. The Supplier should

make Proposals based on the given technical Requirements specified in this document.

Important: Words starting with a capital letter are defined in Appendix 1a: Definition List.

Types of Requirements

MR = Minimum Requirement

R = Requirement

O = Optional Service

MO = Minimum Option

All Requirements for products and Services, that are described as Minimum Requirement (MR) or

Requirement (R) are seen as “Base Services” and, shall be included in the given price for the

Agreement.

All Requirements that are described as optional (O) or Minimum Option (MO) are seen as “Op-

tional Services” and shall not be included in the given price for the Agreement, but must be priced

individually.

All points of the Proposals, and how they match all four types of Requirements, will be evaluated

separately and as a whole, in a ranking of ability to meet specific requirements, and to form a to-

tal ranking.

2

Type

Mandatory

part of pro-

posal

Pricing Part of solution

Part of total

evaluation

score

Weight

Minimum requirement yes included in total yes yes high

Requirement no* included in total no* yes high

Optional Service no separately

Optional from DMR

& Supplier yes low

Minimum Option yes separately optional from DMR yes low

*) Requirements are not strictly mandatory - but hard to imagine that we choose a pro-

posal without these features.

Minimum Requirement (MR)

Minimum Requirements are parts of the Base Services and must be part of the Proposal. If a MR

point is not fulfilled, or if a MR point is offered with caveats, the Proposal will not match the speci-

fication, and will be rejected. Each point will be given a score, used for the comparison and evalu-

ation of the Proposals. A high degree of fulfilment of a point gives a full score, partial fulfilment

gives lower score and non-fulfilment disqualifies the Proposal.

Requirement (R)

Requirements are parts of the Base Services and should be fulfilled and are central in evaluation

of the Proposals. Each point will be given a score, used for the comparison and evaluation of the

Proposals. A high degree of fulfilment of a point gives a full score, non-fulfilment and partial fulfil-

ment gives lower scores.

Optional Service (O)

Suppliers are free to choose whether to offer none or more of the requested Optional Services.

But Suppliers should aim to include the Optional Services in their Proposal, as the Optional Ser-

vices will count in the evaluation of the highest scoring Proposal. DMR can choose whether or not

to accept delivery of Optional Services at any point within the t imeframe of the Agreement. Op-

tional Services must be offered with a given minimum duration period, implementation time, and

must be priced individually if offered.

Suppliers are welcome to offer any other Optional Services to DMR themselves.

Minimum Option (MO)

Minimum Option, like other Optional Services, are products and services where DMR can choose

whether or not to accept delivery at any point within the timeframe of the Agreement. Minimum

Options are however considered as products and services which the Supplier must fulfil. If a Mini-

mum Option point is not fulfilled or is offered with caveats, the Proposal will not match the specifi-

cation, and will be rejected. Minimum Options must be offered with a given minimum duration pe-

riod, implementation time, and must be priced individually.

3

Important: For each Requirement (ID) mentioned below, the Proposal must provide a thorough de-scription of how the Requirements are met.

General Requirement

The Supplier must give a clear description of his overall capacity to maintain and develop an au-

dience measurement. This includes description of experience with and approach to technical de-

velopment in the field of audience measurement. It is important to DMR that the Supplier shows

capability of continuously staying at pace with technological development in this field, to ensure

that the Service is of the highest standard possible for the duration of the Agreement. Equally,

the Supplier must describe its ability to handle all aspects of legal compliance related to the Ser-

vices.

ID Description Type

1.1

Describe your development competency and ability to deliver, by dating and sum-

marizing in bullet point form, historical milestones in the development of the Ser-

vices in other markets including specific challenges addressed by these milestones.

MR

1.2 The Supplier must guarantee that all data are securely stored and backed up and

describe how this is done. MR

1.3

All parts of the Services must at all times comply with all related EU and national

Danish legislation – especially but not exclusively concerning privacy, data protec-

tion, and data handling. Describe how compliance with all EU and national Danish

legislation will be ensured during the Term of the Agreement.

MR

1.4

Describe the technology used in the different phases of the data processing leading

up to data delivery to the Service Recipients. This includes the description of all

software and hardware systems.

MR

1.5 It must be possible to hide and/or anonymize all registered IP-addresses in all data

available to DMR and Service Recipients. MR

Technical specification of Requirements for the Services

Scope of Services, Methodology and data collection Requirements

The measurement technology is of great importance for the quality of the Services. DMR asks for

a thorough description of all aspects of the proposed solutions. Descriptions of technical and

methodological character are welcome and should be accompanied by non-technical descriptions.

It is a Requirement that the Services measure coverage figures for the use of Danish Digital Me-

dia in a way that is both credible and comparable with other media.

4

DMR wants to have a high quality technical measurement. DMR is open to different types of

measurement technologies and recognize that different technologies have different strengths and

weaknesses. The Supplier may propose different technologies i.e. Site Centric, Panel, Software

based Panel etc. or any combinations of these for measuring the Digital Media usage.

In case of offering several solutions, please make different complete Proposals, with separate

price descriptions for each solution offered.

ID Description Type

2.1 If the Publication is Participating, the Services must be able to measure usage

from all Relevant Platforms. MR

2.2 For at least Top 200 of the non-Participating browser-based Publications the Ser-

vices must be able to measure usage and present Valid results from all Relevant

Platforms.

MR

2.3 Ability to measure Digital Media usage isolated on all Relevant Platforms. MR

2.4 Ability to measure Digital Media usage across desktop, tablet and mobile plat-

forms including net Users in all combinations. With solus cover per Publication. MR

2.5 Ability to measure Digital Media usage across all Relevant Platforms including net

number of Users. R

2.6 Ability to measure Digital Media usage in Relevant Browsers on all Relevant Plat-

forms. MR

2.7 Ability to measure Digital Media usage in Apps for Participating Publications. MR

2.8 Ability to measure Digital Media usage in Apps on Relevant Platforms. R

2.9 Describe how the Services measure and calculate precise values for Digital Media

usage isolated and across all Relevant Platforms. R

2.10 Describe how the Services measure, calculate, and report precise values for use

of Danish Digital Media from abroad R

2.11 List the types of Digital Media that are possible to measure within the offered

Service i.e. desktop, mobile, tablets, tv-box, media center, google glass etc. R

2.12 Describe the method for identifying geographical origin of Traffic to the Publica-

tions and specify which system and sub-contractors, if any, will be used for this. R

2.13 Describe the technical implementation of measurements – of the complete range

of measurements in the Services. R

2.14 Describe all the technical demands the Services make on DMR and Participating

Publications. R

2.15 Describe all algorithms for calculating the central parameters. R

2.16 Define “Users”, “Visits”, “Page Views”, and “Time” in the Services. R

2.17 Define and describe all other parameters available in the Services. R

2.18 Describe how the Services would function without the use of Cookies or similar

tracking based on local storage of an ID on internet user’s devices. R

2.19 Describe procedures for data processing including IT security, backup, formats,

and if the data crosses national borders both outside and inside the EU. R

5

2.20 If the measurement scripts and/or online questionnaires load or feed data from

or to a specific URL, this URL must have a .dk top level domain. MR

Panel

DMR wants high quality in the recruitment and maintenance of a cross platform panel on desktop

computers, mobiles, and tablets representative of the Danish internet population. The Supplier

should therefore thoroughly describe how it ensures that the Panel is representative for the Digi-

tal Media consumption in Denmark, and that DMR at all times is well informed about the Panel

quality.

ID Description Type

3.1 The Services must include a cross platform panel on desktop computers, mobiles,

and tablets representative of the Danish internet population on age, gender and

Regions.

MR

3.2 Describe how the Panel is recruited, designed, and weighted. MR

3.3 Describe how Panel quality will be maintained through the ongoing replacement of

Panellists. The monthly rate of replacement and churn must be described. The

Supplier should also propose how to deal with non-compliance, as well as other

non-correct participation in the Panel.

MR

3.4 Describe the cross Platform calculation Methodology and how the Panellists are

identified and measured across the different Platforms. MR

3.5 Specify guaranteed minimum number of Panellists for each Platform, age group,

gender, and any combination of these. MR

3.6 During the full Agreement period, the Supplier must guarantee that any use of

data from panellists, recruited on Participating Publications, in the Supplier’s

products does not take place without prior agreement with DMR. This does not

mean, that the panel or related data has to be strictly exclusive, just as long as

the terms are agreed upon first. We welcome any suggestions for panel recruit-

ment conditions.

MR

3.7 Describe if and how the panel is representative of the population, in the widest

possible age interval, preferably from age 7 and with no upper limit. MR

3.8 Describe the Demographic Data parameters and other parameters in the measure-

ment relevant to segmentations of the Internet universe. MR

3.9 Describe access to data for segmenting the Panel according to Demographic pa-

rameters and if branded segmentation models will be available. MR

3.10 Describe access to other non-demographic characteristics of the Panellists, includ-

ing interest in types of content, and intent to buy products. R

3.11 Describe quality controls for checking the Panellists compliance with all agreed

tasks. MR

6

3.12 Every month the Supplier must present a set of quality control KPIs including

Panel balance, churn and reasons for churn, and representativity etc. MR

3.13 Describe the process from recruitment through installation and training. Instruc-

tions and other materials made for the Panel should be included. MR

3.14 Describe the compensation Panellists will receive. MR

3.15 Describe systems for service and support available for Panellists, including open-

ing hours and staffing. MR

Reporting data

The following sections describe the requirements for the Tools, which allow DMR and Participat-

ing Publications to access the results from the measurements. ID 4 are general Requirements for

all Tools.

Important: Even though we specify several tools individually, it is preferred to have all options

combined in one tool (interface). The distinction is only made to clarify which data and results

we address.

General Requirements for all reporting Tools

DMR requires a highly flexible and smooth delivery of Services and results. The Supplier must

describe how the different Tools meet the requirements for Tool usage, handling of Tool access,

and result output formats.

ID Description Type

4.1 The Tools must allow Service Recipients to freely define periods for reporting

and analysis. Describe the flexibility in start and end dates for the different re-

ports.

MR

4.2 Specify the results that can be reported in Real Time, which can be delivered

Overnight, which take longer and how long. MR

4.3 The reporting Tools must have the ability to handle data from multiple Publica-

tions (accounts) and individual Publications in one and the same login. MR

4.4 The reporting Tools must be able to handle multiple logins with access to dif-

ferent data levels. MR

4.5 Describe the functionality in login administration. MR

7

4.6 Online access, calculation and reporting through a web interface with no need

for manual data import. R

4.7 Ability to save and recalculate custom reports. R

4.8 Scheduled standard and custom reports mailed to Service Recipients. R

4.9 Standard and custom reports for groups of logins. R

4.10 Reporting on custom target groups constructed on the basis of Demographic

Data and Dynamic Target Group characteristics. R

4.11 Describe how the different Platforms can be identified in the results. R

4.12 Describe the update frequency, delay and availability of all different results. R

4.13 Export feature of results in Standard data Formats. MR

4.14 API-access to reports. The API should be accessible through individual logins

with different levels of access. O

Requirements for market Tool

The market Tool must contain results from the audience measurement, and be available in a way

that enables analysis of data for analytical, sales- and media-planning purposes.

ID Description Type

5.1 Ability to measure and report number of Users and not only devices. MR

5.2 Ability to report Demographic Data by day, week, and month. MR

5.3 Describe the update frequency and availability of results. MR

5.4 Describe the flexibility in choice of start and ending points especially concern-

ing calculation of Users. MR

5.5 Calculations on Dynamic Target Groups. R

5.6 Ability to analyse both aggregated data from several Publications (e.g. a Sales

Network) and to drill down into results from individual Publications. R

5.7 On specific Publications, the data must be available both on the aggregated

level, and on predefined subsections i.e. ABC News, ABC Sports, ABC Music… R

5.8 The Service must be able to calculate the net users for multiple Publications

and across Platforms. MR

5.9 Option to filter out Traffic from outside Denmark in the market Tool. R

5.10 DMR must be able to give or deny access to individual Service Recipients to

the results from non-participating publications. R

5.11 Pre-categorization of Publications i.e. as news, ecommerce, service. O

8

Top lists

The Supplier must provide DMR with results in a way that enables DMR to make main results

publically available, per specification and Requirement of DMR. This includes but is not limited to

top lists by chosen indicators, for example Users, page views, etc., by period and Publica-

tion/publisher, types of Publication, Platform etc.

Equally lists describing different technical information derived from the measurement, such as

operating system, device type etc., must also be made available to DMR by the Suppl ier, for

easy and frequent presentation to the public.

ID Description Type

6.1 Delivery of top lists per: Publication (on desktop, tablet, mobile and total), Apps,

publisher, OS, browser and resolution. MR

6.2 All top lists must be updated on a weekly and monthly basis, with a minimum delay

(specify delay for all top lists) MR

6.3 Option to filter out Traffic from outside Denmark in the top lists MR

Requirements for Traffic Tool

The Supplier should make a site-centric Traffic measurement Tool available for the Participating

Publications. The Tool must provide Service Recipients with ability to perform advanced traffic

analysis on their own content, on all Platforms in Real Time.

ID Description Type

7.1 Ability to report Traffic Data by hour, day, week, and month. O

7.2 Free start and ending points for calculation of browsers, sessions, time and

page views. O

7.3 Report any subdivision of Publications down to the individual page. There

should be no limit to the combination of pages from a Publication or syndicate

of Publications that can be treated as the unit to be studied. The combination

of pages must be possible to make from any range of historical data.

O

7.4 Describe the range of data available in the reporting Tool. O

9

Real Time top list

The Supplier must provide DMR with results in a way that enables communication of main results

to the public, per specification and Requirement of DMR on a Real Time basis, with a minimum

delay.

ID Description Type

8.1 In the Real Time top list, presentation of results per Publication must be published

with a minimum delay and made publically available. O

8.2 Describe the availability and form of Real Time results O

8.3 Option to filter out Traffic from outside Denmark in the Real Time top list O

Requirement for Streaming Tool

The Supplier may provide DMR with a Tool designed for measurement of Streaming Data.

ID Description Type

9.1 Ability to report Streaming Data by hour, day, week, and month. O

9.2 Describe how the different Platforms are reported in the results. O

9.3 All types of Relevant Video Display Formats should be measured. O

9.4 Describe and define all parameters available in the streaming Tool. O

9.5 Possibility to assign multiple types of meta data to each stream. O

9.6 Report based on all data on individual streams, and at the aggregated level

(not just based on sample data). O

Campaign measurement

The Supplier may provide DMR with a Tool designed for measurement and reporting of online

media Campaigns, on Relevant Platforms. The Supplier may describe how such a Tool could be

connected to the audience measurement, and how this could be made available for DMR and Ser-

vice Recipients.

ID Description Type

10.1 Describe the possibilities to measure and report Campaigns. O

10.2 Describe the possibilities to measure and report Campaigns on target groups. O

10.3 Describe if and how Viewable / In Screen Campaign Measurement is possible. O

10.4 Measurement and reporting must be possible across Publications and Platforms. O

10

Support for Service Recipients and DMR

The Supplier must be able to provide immediate, continuous and professional service and sup-

port to all Service Recipients. The Supplier must describe his proposition for set-up and mainte-

nance of a high level of support.

ID Description Type

11.1 A Danish speaking support team located in the Copenhagen area. MR

11.2 Describe the service level of the Danish support team. MR

11.3 Telephone support on all Danish working days between 0900 and 1600. MR

Organisation and service

DMR wants a detailed description of the planned service organisation in Denmark, and the level

of service this organisation will offer. DMR understands that the organisation may be established

during the transition period, so describing an organisation that is not yet in place will not affect

the Supplier’s Proposal negatively.

ID Description Type

12.1 The Supplier must guarantee that DMR has free and easy access to the manage-

ment of the Services. This also means that the Supplier must be able to attend

meetings in Copenhagen with one day warning.

MR

12.2 Describe the structure, size, geographical placement and key personnel of the or-

ganisation running the Services. This includes the description of the organisation

used during the setup phase of the Services. In case the organisation does not ex-

ist at the time of submitting the Proposal, the Supplier must describe the organi-

sation and personnel plans as good as possible.

MR

12.3 Describe the support and resources for development that will be made available

within the agreed Agreement sum. This includes office hours and staffing. Positive

weight will be given to Proposals that guarantee support and resources for the on-

going development and optimising of the Services with regards to analytics,

measurement equipment and a well run business.

MR

12.4 The Supplier will be required to present the Services and its results to the public.

This will be in case of special events, in case of wrongful use of the data, in re-

sponse to questions about the Services and the technology from media, and by

presenting data from the Services to the general public.

MR

12.5 The Supplier must describe whether and to what extend the measurement proce-

dures are following international industry guidelines. MR

11

Other Requirements

DMR wants to make certain that it is possible to merge data from the measurement to other sys-

tems for targeting purposes, that the data can be audited, and that materials are updated at all

points.

ID Description Type

13.1 Ability to export data on a Panellist level with the purpose of merging with other

types of data i.e. data enrichment to targeted advertising systems. MO

13.2 Describe the possibilities and conditions for data export, merging and utilization

with other types of data and systems, as mentioned in point 13.1. MO

13.3 Describe how DMR can audit all results. MR

13.4 All manuals, FAQs and other related materials directed at Service Recipients must

be specific for the actual Services for the Danish market and available and up-

dated at all times in English or Danish.

MR

13.5 Communications directed at ordinary internet users must be specific for the actual

Services for the Danish market and available and updated at all times in the Dan-

ish language.

MR

Future Proofing

DMR wants the Supplier to commit to keeping DMR informed about new developments in the me-

dia market, that are relevant for keeping the Services up to date.

ID Description Type

14.1 At least once a year, the Supplier must attend public meetings arranged by DMR

where topics include new developments in media, media usage, and measurement

technologies.

MR

14.2 At least six times a year the Supplier must participate in meetings with the opera-

tional committee appointed by DMR to discuss future development and topics at

hand.

MR

12

Implementing and testing

DMR wants a secure and well-organised process and transition period leading up to the start up

of the new Service on January 1st 2016. The Supplier must submit a very clear and detailed de-

scription of the implementation and Panel build up during the transitional period. DMR specifi-

cally want to see a set of tests and milestones that will be monitored and passed during the tran-

sition period. The requirements listed in 15.1-3 may be answered by submitting a thorough an-

swer of appendix 2: Transition plan and time schedule for the transition period.

ID Description Type

15.1 Present a detailed time schedule with start and end for the different phases of the

implementation of the Services during the transitional period. MR

15.2 The Supplier must keep DMR fully informed about the progress according to the

time schedule. MR

15.3 Describe the process and the timing for designing the Panel, recruiting Panellists,

installation of equipment, test periods and reporting to DMR. MR


ADVOKATFIRMA

SUNDKROGSGADE 5


TEL. +45 70 12 12 11

FAX. +45 70 12 13 11


1

APPENDIX 1 A – DEFINITION LIST

2

1 Advertiser a third party which orders a Campaign either at an Agency or a Media

2 Agency An agency, which orders Campaigns on behalf of Advertisers.

3 Agreement The signed contract and all appendices and subsequent amend-ments shall be construed as an integrated part of the Agreement. In the case of conflicts between the terms of the text of the Agree-

ment (exclusive of the Appendices), and the terms of the Appen-dices, the text of this Agreement (exclusive of the Appendices) shall prevail. In the case of conflicts between the terms of this Agreement and an individual Call-off Agreement, this Agreement shall prevail.

4 Apps Individual applications (programs) installed on a Platform used for the consumption of content.

5 Campaign An advertising campaign - i.e. a CPM or a RTB banner campaign.

6 Campaign Data Such as but not limited to: viewable, impressions, clicks, reach, time spend, realized target group.

7 Client / DMR Danske Medier Research ApS

8 Cookie Includes 3rd party html cookies, 1st party html cookies, flash cookies, any ID technology placing and reading information on the user's platform devices.

9 Data Any recorded information of any format.

10 Demographic Data Demographics from a specific panellist including but not limited to age, gender, zip codes, highest education, and occupation.

11 Denmark Denmark, excluding Greenland and the Faroe Islands

12 Digital Media Includes publications of digital content distributed over the internet (IP-based): Ordinary websites, mobile websites, apps for smartphones, tablets and computers, Web-tv, IP-based video streaming, and internet radio.

Note: The Service does not have to include measurement of broad-casted live, delayed, or recorded video and radio content.

13 Dynamic Target Groups Target groups based on measured behaviour i.e. session fre-quency.

14 Granularity The level of detail in the results. Often in specific time intervals i.e. seconds, minutes, hours, days etc.

15 Media (avoid usage) See Publication

16 Methodology The algorithms that converts the actual measured Data into results

i.e. Users, Visits, Page views, and Time spend.

17 Minimum Requirements (MR) Minimum Requirements (MR) are basic parts of the deliverables and must be part of the Proposal. If a MR point is not fulfilled, or if a MR point is offered with caveats, the proposal will not match the specification, and will be rejected. The evaluation of these parts will be a simple “yes or no” from DMR.

18 Optional Service (O) Optional Service (O) are products and services where DMR can chose accept delivery at any point after the Proposal is submitted

and within the timeframe of the contract. Optional Service (O) should be offered with given minimum duration periods and given implementation time and be priced individually if offered. Tender-ers are free to choose whether to offer none or more of the re-quested Optional Services (O). Tenderers should aim to include the

3

Optional Services (O) in their Proposal, and the Optional Services

(O) will count in the evaluation of the highest scoring Proposals.

19 Overnight Results from preceding date presented within 10 hours of actual occurrence - i.e. results for January 1 should be available from January 2, at 10:00.

20 Panel A panel consists of panellists who are recognisable on one or sev-eral Platforms.

21 Panel Administration The processes and parameters whereby the Panels are created, maintained, quality assured, supported, rewarded etc.

22 Panel Recruitment The process used to create and maintain the Panels, including con-tact, questioning, and monitoring.

23 Panel Size (gross / net) Gross: The total number of active panellists with recorded activity for the Danish measurement in a specific period of time. Net: The total number of active panellists with recorded activity for the Danish measurement in a specific period of time and a given purpose / target group. Example: The Gross-panel shows X active users across all Partici-pating sites in January, and the net-panel for given Publication shows Y users in the same month, where Y is a subset of X.

24 Panellist A user recognisable though either a cookie-ID, other ID (Cookie-

panellist) or by installed software on the user's platform device (Software-panellist).

25 Participating / Non-participat-ing Media

A media is participating if it has installed the measurement solu-tion provided by the Supplier.

26 Proposal The tenderer’s offer for a Service, terms & conditions, and price.

27 Publication A digital publication i.e. a website or an app. A single publication

may be published across several Platforms. Important: A Publica-tion can consist of a single or a group of domains or URLs with a specific site centric ID.

28 Real Time Results presented within 1 hour of actual occurrence.

29 Regions The 5 regions of Denmark: Region Hovedstaden, Region Sjælland, Region Syddanmark, Region Midtjylland, and Region Nordjylland.

30 Relevant Browsers All browsers such as Microsoft Internet Explorer, Google Chrome, Mozilla Firefox or Safari, that have more than 3% of page views or Users of the Participating media measured by the System or any structural survey of at least 1.000 Danish people above the age of 15.

31 Relevant Platforms All platforms such as Desktop computers, smartphones, tablets, game consoles, smartTVs, mediacenters, smartwatches or Google glasses, that have more than 3% of page views or Users of the Participating media measured by the System or any structural sur-vey of at least 1.000 Danish people above the age of 15.

32 Relevant Video Display For-mats

All video formats such as HTML5 native video, Flash, Windows Me-dia (.wmv), or Silverlight, that have more than 3% of views or Us-ers of the Participating media measured by the System or any structural survey of at least 1.000 Danish people above the age of

15.

33 Requirements (R) Requirements (R) should be fulfilled and are central in evaluation of the proposals. Each point will be given a score, used in the rank-ing of the proposals. A high degree of fulfilment of a point gives a full score, non-fulfilment and partial fulfilment give lower scores.

34 Service The entire solution including measurements, Data, Panels, Method-ology, Support, and Tools.

4

35 Service Recipient A legal entity who has access to results from the measurement.

36 Site / Website Can consist of a single or a group of domains or URLs with a spe-cific site centric ID.

37 Site Centric Panel The group of Panellists who are recognisable on one or several Platforms through the site centric solution i.e. as a measurement JavaScript installed on Participating Publications.

38 SLA Service Level Agreement describing the nature of the service, terms, and conditions.

39 Software Based Panel The group of panellists who are recognisable on one or several Platforms through software installed on the user’s platform de-vice(s).

40 Standard Data Formats CSV, XML and Microsoft Excel formats

41 Streaming Audio or video delivered by IP-traffic.

42 Streaming Data Such as but not limited to: views, sessions, unique cookies, users, time spend, percentage viewed, and Rating. Note: “Rating” is de-fined as the total time watched on this material, divided by the length of the same material.

43 Supplier The tenderer who sign the contract with DMR.

44 Tenderer The company (or group of companies) which submits a Proposal.

45 Tool A solution which allows access results from the measurements.

46 Top 200 Top 200 Digital Media with the highest number of Danish internet Users per month (not including Participating publications)

47 Traffic Data Such as but not limited to: Page views, sessions, unique cookies, users, time spend.

48

User The calculated number of real people measured during a specific period of time and taken into account that a) more people can use the same device and b) the same person uses several devices, browsers, and platforms.

49 User Data Traffic and Demographic data such as but not limited to age, gen-der, zip codes, highest education, and occupation.

50 Valid Significant on a 95% conf. interval.

51 Viewable / In Screen A “viewable” ad impression is at least 50 percent shown on the screen for at least 1 second.


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APPENDIX 2 – TRANSITION PROJECT AND TIME SCHEDULE FOR

THE TRANSITIONAL PERIOD

1. TRANSITIONAL SERVICES

[Supplier to detail]

The Supplier must submit a clear and detailed description of the implementation of all

elements of the service as comprised by the Agreement. DMR specifically want to see a

proposed set of milestones that will be monitored, tested and approved during the tran-

sitional period.

The description and time schedule must cover as a minimum:

Framework for timely communication

[Supplier to fill out]

Implementation of Supplier organization


Establishment and agreement on methodologies and rules for study, including

timeplan for structural study.


Implementation of necessary technology on Supplier and Service Recipient side


2

Detailed service level targets and test plan for all technological implementations

and stages thereof


Establishment of panel recruitment procedures


Panel recruitment progress, test plan, verification procedures and service level

targets for panels


Deliveries of study test results


Training, and support for relevant tools, for DMR and service recipients


Specific requirements, service level and penalty requirements are described in Appendix

10. (Service levels, service credits).


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APPENDIX 3 - PRICE CATALOGUE

1. PRICE CATALOGUE

The Supplier must specify the Charges for the Services offered, according to the struc-

ture presented below.

The Charges are divided into two main groups:

Basic Services and Optional Services

General remarks:

All Services mentioned in Appendix 1, not including Optional Services, must be included

in the total fee for the Base Services.

If the Supplier offers Optional Services, the prices for these must be individual per Op-

tional Service, and must cover all requirements as stated in Appendix 1, for each Op-

tional Service.

If the price of one or more Optional Services is included in the Basic Service fee, the

price for the Optional Service must be set to zero in the tables below.

This Price Catalogue will cover the following:

Charges

Payment plan

Adjustment

Supplier's hourly rates

2

Other expenses

Price assumptions

Invoice information

2. CHARGES

[Tables to be filled out by the Supplier]

Price – Basic Services

3-year operation period (2016-2018)

Based on the requirement specifications in Appendix 1, as well as Supplier’s offer in Ap-

pendix 2, please specify the price for 3-year operation period.

Yearly price Total 3-year period

3-year period (2016-2018)

According to the Agreement’s Clause 33, DMR can choose to extend the term of the

Agreement. Please specify the price:

Yearly price Total period

3-year extension (2019-2021)

2-year extension (2019-2020)

1-year extension (2019)

According to the Agreement’s Clause 33.2, DMR is entitled to an extraordinary exten-

sion of the termination notice period of the Agreement in case of termination of the

Agreement. Supplier must specify the monthly fee for such extraordinary extension as a

percentage of the monthly fee paid (including Basic Service and chosen Optional Ser-

vices). For example: If Supplier specifies 110% in the table below, then the fee for an

extraordinary extension of 1 month will mean an increase at 10% compared to the price

paid the previous month.

Extraordinary extension ___ % of the monthly fee

Change in number of measured publishers or page views

With reference to the price assumptions stipulated below, the extra fees in connection

with more publishers or more page views are as follows:

Lump sum (if any) Additional yearly fee (if any)

3

One extra Service Recipi-

ent (above a yearly in-

crease of 25%, see price

assumptions below)

An increase between 25-

49% of page views*


74% of page views*


100% of page views*

*The increase is defined as number of page views in a calendar month compared to

the average of the previous 12 months (any given 12 months’ period).

PRICE - OPTIONAL SERVICES

Supplier must specify the yearly price on the Optional Services, which the Supplier shall

be able to deliver during the Term of the Agreement. The Supplier is free to submit

yearly prices specified into initial Term and possible extensions.

API-access to reports (Option 1) - Requirement specification ID 4.14

Supplier must specify the yearly price for option 1 according to the Requirement specifi-

cation ID 4.14

Yearly Price Comments/Price assump-

tion

4.14 API-access to reports. The API

should be accessible through individual

logins with different levels of access

Pre-categorization of publications (Option 2) - Requirement specification ID

5.11


cation ID 5.11. The supplier is entitled to submit either an aggregated price or price pr.

Publisher. Please clearly specify.

Yearly Price Comments/Price assump-

tion

5.11 Pre-categorization of Publications

i.e. as news, ecommerce, service.

Requirements for Traffic tool (Option 3) - Requirement specification ID 7.1-7.4


cation ID 7.1-7.4.

Yearly price Comments/Price assumption

Option 3

4

Real time Traffic (Option 4) - Requirement specification ID 8.1-8.3


cation ID 8.1-8.3.


Option 4

Requirement for streaming tool (Option 5) - Requirement specification ID 9.1-

9.6


cation ID 9.1-9.6.


Option 5

Campaign measurement (Option 6) - Requirement specification ID 10.1-10.4


cation ID 10.1-10.4.


Option 6

Ability to export data on a Panellist level (Option 7) - Requirement specifica-

tion ID 13.1-13.2


Option 7

Other Optional Services offered by the Supplier:


Option XX

Option XY

Option YY

3. PAYMENT PLAN

Payment for the Transitional Services are included in the payment for Basic Services.

Basic Services and Optional Services are paid every quarter in arrears at the end of the

quarter.

5

4. ADJUSTMENT

The Charges will not be adjusted during the Term of the Agreement.

5. SUPPLIER'S HOURLY RATES

[Supplier to insert table]

6. OTHER EXPENSES

All travelling, travel time and accommodation expenses and all direct and indirect

taxes, VAT and other charges are included in the Charges.

7. PRICE ASSUMPTIONS

The volume of Service Recipients, participating publishers, and publications included in

the Base Service fee must be at as follows:

Service Recipients: 150 (with 1000 logins).

Participating publishers: 125

Participating publications: 400

Page views: 3 billion monthly

In addition to the above, the Supplier must accept unchanged fee for the Base Services

under the following conditions:

1. Increase in the number of measured publishers with up to 25% of the average num-

ber of measured publishers during the previous 12 month (any given 12 months’

period).

2. Increase in the number of measured page views with up to 25% of the average

number of measured page views during the previous 12 months (any given 12

months’ period)

The Supplier is entitled to an extraordinary renegotiation of the fee for the Base Ser-

vices, in case of:

3. Number of measured page views per month increased with more than 25% of the

average number of measured page views during the previous 3 months due to one

new Service Recipient.

8. INVOICE INFORMATION

Supplier's invoices must contain the following information:

Detailed breakdown of the Charges on individual Services

Base Services

6

Individual Optional Services

[*]

[*]Other payments (based on hourly fee)

Supplier will only send one invoice per quarter covering the aggregate Charges for the

Services provided during the previous quarter. The invoice must be sent to the follow-

ing address:


Att.: Marianne Bugge Zederkof

Skindergade 7

1159 København K

9. TERMINATION FEE

According to the Agreement’s Clause 34 DMR is entitled to terminate the Agreement for

convenience. Specify the termination fee in the table below:

Time of termination Termination fee

During 2015

During 2016

During 2017

During 2018 0,-

3 year extension 0,-

1 year extension Termination not possible

10. SUPPLIER’S DISTRIBUTION RIGHTS – BUSINESS MODEL

[Reference is made to the Agreement’s Clause 27.1.3, and the Supplier shall describe

its suggestion for a business model where Supplier distributes the results generated as

part of the Services to an agreed price to DMR. DMR however insists on the exclusive

rights to include new publications in DMR results. Furthermore DMR may distribute re-

sults in any way we want to, to the Danish market.

For clarification and illustrative purposes, we describe three examples where distribu-

tions rights will be granted to the supplier:

Example 1:

7

Sale of results to foreign customers, where results are not distributed to any recipient

on the Danish market.

Example 2:

Sale of results and measurement to Danish customers, where results are not integrated

with DMR data in deliverables.

Example 3:

Sale of results to individual Danish customers, including results based on DMR data.


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APPENDIX 4 – DANSKE MEDIER RESEARCH’S OBLIGATIONS

1. OBLIGATIONS

[For supplier to prepare]


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APPENDIX 5 – CHANGE MANAGEMENT PROCEDURE

1. PRINCIPLES

1.1 General

1.1.1 The planning of and implementation of Changes shall take into consideration any peri-

ods designated in advance by DMR as key periods of business activity.

1.1.2 Each Party shall bear its own costs in relation to the preparation and agreement of each

Change Note.

1.2 DMR's request for Change

1.2.1 Upon Supplier's receipt of a written request from DMR for a Change, Supplier shall, un-

less otherwise agreed in writing, submit a draft Change Note (defined in Section 4 be-

low) to DMR no later than 10 Days after the receipt of the request, unless it is an Ur-

gent Change in which case Section 2 shall apply or a Mandatory Change in which case

Section 3 shall apply. The Change Note shall have the content described in Section 4.1.

1.2.2 Supplier is not entitled to reject an Urgent or Mandatory Change and may only reject

any other Change if Supplier can reasonably document that the proposed Change will

imply an adverse effect that is not immaterial to Supplier's business case under the

Agreement or the services provided by Supplier to its other customers.

1.2.3 DMR shall approve or reject the Change Note in accordance with Section 5.

1.2.4 Upon Supplier's receipt of the signed Change Note, Supplier shall initiate the implemen-

tation of the Change Note in accordance herewith and the terms of the Change Note

shall become an integrated part of the Agreement.

2

1.3 Supplier's recommendation or request for Change

1.3.1 A request or recommendation by Supplier to make a Change shall be submitted as a

Change Note directly to DMR at the time of such recommendation or request. Supplier

shall supply sufficient information to enable DMR to respond to any such request sub-

mitted to it by Supplier.

1.3.2 DMR shall approve or reject the Change Note in accordance with Section 5.

2. URGENT CHANGE

2.1 Changes which in the reasonable opinion of DMR need to be dealt with urgently are Ur-

gent Changes.

2.2 Where DMR proposes an Urgent Change, DMR shall include in the relevant request a

statement that the Change is considered an Urgent Change (and a brief statement of

the grounds for classifying it as an Urgent Change).

2.3 In the case of an Urgent Change requested by DMR, Supplier shall produce a Change

Note (defined in Section 4 below) within 3 Days. Any queries regarding the Urgent

Change shall be discussed and agreed between the Parties and incorporated into the

Change Note. Supplier shall implement the Urgent Changes in accordance with the rele-

vant Change Note as soon as reasonably practicable.

3. MANDATORY CHANGES

3.1 The following types of Changes are Mandatory Changes:

a) where the Change is necessary to enable DMR or the Services to comply with any

change in or new legislation; or

b) where any Change is necessary to avoid DMR incurring losses and/or suffering

any adverse effects in respect of DMR's or the Service Recipients' use of Services

that are not of a trivial nature.

3.2 Upon DMR or Supplier becoming aware of the occurrence of an event requiring a Man-

datory Change, DMR may or Supplier shall give written notice of the Mandatory Change.

3.3 Upon receipt of written notice of a Mandatory Change from DMR, Supplier shall, within

5 Days of such receipt (or such other timescale that may be appropriate having due re-

gard to the operational urgency of the Mandatory Change) provide the relevant Change

Note (defined in Section 4 below) to DMR.

4. CONTENT OF CHANGE NOTES

4.1 Each Change note, which is Supplier's written response to any Change request by DMR

or Supplier's own request or recommendation for a Change ("Change Note") shall in-

clude (when relevant):

3

a unique sequential number identifying the Change Note;

the title of the Change;

the originator and date of the request or recommendation for the Change;

the reason for the Change;

the full details of the Change including any specifications;

a timetable and process description for implementation together with any proposals

for acceptance of the Change;

a description of the resulting changes in the Charges, in any, both in relation to the

costs going forward but also in relation to any implementation costs or other costs);

a process for post implementation review and test of the effectiveness of the

Change;

an analysis of the impact, if any, of the Change on other aspects of the Services,

including response times, usability, service levels;

where relevant, a proposal as to which service level the Change shall be subject to,

provided that such proposal shall be based on the same principles and level as

other parts of the Services subject to a service level;

the date of expiry of validity of the Change Note, which shall be reasonable in con-

sideration of its contents and not less than 20 Days;

details of any resources which Supplier intends to use to implement any proposed

Change;

provision for signature by DMR and by Supplier; and

such other information as DMR may reasonably request.

5. APPROVAL OR REJECTIONS OF CHANGE NOTES

5.1 For each Change Note submitted DMR shall, within the period of the validity of the

Change Note:

evaluate the Change Note; and

request further information or further discussions with Supplier and then either ap-

prove or reject any modified Change Note; or

require Supplier to modify the Change Note in which event Supplier shall make such

modifications within 3 Days of the request and then either approve or reject any

modified Change Note; or

4

notify Supplier of the acceptance or the rejection of the Change Note.

5.2 If the Change Note is approved by DMR, (2) two copies of it in its agreed form shall be:

a) prepared for signature on behalf of DMR and Supplier;

b) provided to Supplier for signature; and

c) once signed, returned by Supplier to DMR for execution by DMR.

Unless expressly set out in the Change Note a Change shall have no impact on the terms of the

Agreement, including Services or service levels, and shall not affect any accrued liabilit


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APPENDIX 6 – TESTING

1. TESTING

The Supplier must submit a clear and detailed description of how the implementation

and testing of all individual elements of the service as comprised by the Agreement.

DMR specifically want to see a proposed set of tests that must be approved by DMR

during the transitional period.

The description and time schedule must cover as a minimum:

Implementation and data collection from site centric script including speed test in

accordance with Appendix 10 B


Implementation and data collection from panellists


Implementation of necessary technology on Supplier and Service Recipient side


Panel recruitment procedures


Panels size in accordance with Appendix 10 A


Calculation of parameters in the reporting tools



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APPENDIX 7 - TEMPLATE CALL-OFF AGREEMENT

1. SERVICE RECIPIENTS

[*]

2. BACKGROUND

[*]

3. OPTIONAL SERVICES, INCLUDING APPLICABLE SERVICE LEVELS

[*]

4. TESTING

[*]

5. DOCUMENTATION AND REPORTING

[*]

6. PANEL PARTICIPANTS

[*]

7. TERM AND RELEVANT MILESTONES

[*]

8. CHARGES

[*]

2

9. INVOICE INFORMATION

[*]

10. CONTACT PERSONS

[*]

11. SIGNATURES

[*]


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APPENDIX 8 – SUPPLIERS RESEARCH METHODS

1. SUPPLIERS RESEARCH METHODS

[For supplier to prepare]


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APPENDIX 9 - GOVERNANCE

1. INTRODUCTION

This Appendix describes the governance structure needed to define and support the co-

operation between DMR and Supplier going forward, bridging the two organisations to-

gether through decision mechanisms and processes on all levels of decisions regarding

the Parties' cooperation and the Supplier's provision of the Services.

2. GOVERNANCE MODEL

The overall governance model consists of a number of governance bodies with different

mandates, roles and responsibilities see the table below.

2.1 Steering Group

2.1.1 General

The aim of the Steering Group is to discuss the Parties' cooperation and Supplier's de-

livery of the Services from an overall perspective. The Steering Group consists of two

representatives from both DMR and the Supplier, and they review, evaluate, and ap-

prove the Supplier's overall delivery of the Services and the Parties' cooperation.

2.1.2 Form agenda for meetings in the Steering Group

1. Introduction to today's meeting by the chairman

2. Overall status regarding the Supplier's delivery of the Services

3. Adherence to service levels

4. Status on reported Defects

5. Request for Optional Services

6. Other issues

7. Date and place for next meeting

2

2.1.3 Minutes

Minutes of meetings will be prepared from each meeting and distributed to the partici-

pants within 14 Days from the meeting. DMR's representatives in the Steering Group

are responsible for preparing such minute of meetings. Comments to the minutes of

meetings shall be forwarded to the author in writing within 14 Days from the distribu-

tion of the minutes. If no participant forwards any comments to the forwarded minutes,

the minutes of meetings shall be deemed to have been approved.

2.2 Operational Committee

2.2.1 General

The aim of the Operational Committee is to discuss the day-to-day business between

the Parties regarding the Supplier's delivery and quality of the Services. The Operation-

al Committee answers to and is appointed by the board of DMR, and the Supplier may

attend with two observers. The Operational Committee also prepares documentation to

the Steering Group.

2.2.2 Form agenda for meetings in the Operational Committee

1. Introduction to today's meeting by the chairman

2. Status regarding the Supplier's delivery of the individual parts of the Services

3. Status on adherence to service levels

4. Status on reported Defects and other issues disturbing DMR's or Service Recipi-

ents' use of the Services

5. Status on delivery of Optional Services

6. Any other issues

7. Date and place for next meeting

2.2.3 Minutes

Minutes of meetings will be prepared from each meeting and distributed to all partici-

pants within 14 Days from the meeting. DMR's representatives in the Operational Com-

mittee are responsible for preparing such minute of meetings. Comments to the

minutes of meetings shall be forwarded to the author in writing within 14 Days from the

distribution of the minutes. If no participant forwards any comments to the forwarded

minutes, the minutes of meetings shall be deemed to have been approved.

3

2.3 Overview (table)

Governance

Body

Responsibility Mandate Participants Meeting fre-

quency

1) Steering

Group

Responsible for

setting the future

strategy regard-

ing the Parties'

cooperation and

the Supplier's de-

livery of the Ser-

vices.

Follow-up on re-

ported Defects.

Ensure compli-

ance with con-

tractual obliga-

tions.

Make decisions

regarding overall

cooperation.

Make decisions

regarding the

day-to-day man-

agement escalat-

ed by the Opera-

tional Committee

and other un-

solved issues.

Two from both

DMR and the

Supplier

Twice a year or

when needed

2) Operational

Committee

Responsible for

the day-to-day

co-operation in

relation to the

Services.

Follow-up on ser-

vice levels, de-

lays and Defects.

Follow-up on all

contractual mile-

stones.

Identification and

handling of all

unsolved issues

and risk.

Handle day-to-

day operation.

4-8 members ap-

pointed by the

board of DMR,

and the Supplier

may attend with

two observers.

6-10 times a

year


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APPENDIX 10 – SERVICE LEVELS, SERVICE CREDITS

1. SERVICE LEVELS

[Supplier to elaborate]

The required service levels and conditions for service credits are split in two parts.

A. Transitional Period, 2015.

B. Operational period, from January 1st 2016

A. Transitional Period, 2015.

Milestone 1: June 1st 2015.

Data as described in the signed Agreement must measure and report participating and

non-participating publications correctly. Demographic weighting does not have to be

within agreed tolerances. 25% of agreed panel size must be in production June 1st

2015.

Penalties per day delayed: DKK 8,000. Termination for breach after 14 days de-

lay.

Milestone 2: October 1st 2015.

Data as described in the signed Agreement must measure and report participating and

non-participating publications correctly.

Demographic weighting must be within agreed tolerances.

85% of agreed panel size must be in production October 1st 2015.

All manuals for service recipients must be delivered and approved October 1st 2015.

Penalties per day delayed: DKK 12,000. Termination for breach after 14 days

delay.

Milestone 3:

From October 1st to January 1st: Weekly status meetings to report on progress of the

transition process.

2

Milestone 4: December 1st 2015:

Final approval of the transition and switch to Operational period.

100% of agreed panel size must be in production December 1st 2015.

Local organization as agreed must be fully operational December 1st 2015.

At least two introduction courses to the systems for service recipients must have been

conducted December 1st 2015.


delay

Milestone 5: All Base Services must start at latest on January 1st 2016.


delay

B. Operational period

[to be agreed upon:]

List of required functionalities and features for ongoing evaluation and possible penal-

ties including:

The effect of tag implementation on publications, which should be monitored as total

script load and execution time in website, with a maximum duration of 0.500 sec-

onds for non-cached load and execution and 0.300 seconds for cached load and exe-

cution in 99% of cases, either as 100 visits to different websites or as 100 visits to

one website. Tested on PC placed in DK, connecting to a website hosted at a profes-

sional BtB hosting provider in DK.

PC configuration: 1.8 GHz, 4GB RAM, latest version of Windows, latest versions of

Firefox, MSIE and Chrome browsers. (2/1 Mbit internet connection).

Load and execution time measured by HttpWatch in all browsers.

Non compliance Penalty: per day, DKK 1,000.

Accuracy and reliability of tag:

80% of all sessions on participating publications on all relevant browsers and platforms,

must be measured and given a unique browser identification.

The part of sessions measured and identified, must not be below 80% for more than

maximum 90 days.


Effect, accuracy, speed and reliability of software installed by panellists:

All relevant platforms and system configurations must be measured by software installa-

tions.

The part of sessions measured and identified, for any relevant platform or system con-

figuration (OS/browser) must not be below 80% for more than maximum 90 days.

3


Panellists questionnaires:

If online panellist questionnaires are in use, these must be able to run on all relevant

platforms and system configurations. Questionnaires must perform as described in the

agreement.

The part of fully functional questionnaires for any relevant platform or system configu-

ration (OS/browser) must not be below 95% for more than maximum 7 days.


Reporting tools performance:

Reliability and accessibility of al delivered tools

All reporting tools must be fully functional on latest Windows and Mac OS platforms, in

latest versions of MSIE, Firefox, Chrome and Safari browsers.

The full functionality of all reporting tools, must not be unfulfilled for more than maxi-

mum 60 days.


Availability:

All reporting tools must be available (excluding scheduled maintenance breaks) for a

minimum of 99,5% of the time, measured over a period of 30 days. The system must be

available for 98,5% of the time measured over a period of 1 week. The supplier must

deliver monthly reports on actual availability upon request.

Scheduled maintenance breaks within working hours may not exceed 2 hours per day

and 5 hours per month. Outside working hours maximum 10 hours per month.

Non compliance Penalty: per occurrence, DKK 5,000.

Capacity:

The delivered tools must be able to handle a minimum of 200 logged in users, simulta-

neously, and deliver a user friendly response time.

Performance levels must not be below levels described in the Agreement for a period of

more than 60 days.


General Operational Irregularities:

4

Critical Failures

Critical Failures are defined as any one of the following:

Delay in delivery of market data greater than 15 working days.

Failure (data loss) to deliver market data for a period of more than 7 days

Significant mistakes (±10%) in the research results by the methodology and discrep-

ancies allowed and agreed.

The Supplier agrees to pay to DMR a one-time penalty of 1/12 of the yearly

service fee for the affected services, for each critical failure.

Major Failure

Major Failures are defined as any one of the following:



Significant mistakes (±5%) in the research results by the methodology and discrepan-

cies allowed and agreed.

The Supplier agrees to pay to DMR a one-time penalty of DKK of 12,000 for

each major failure.

Minor failure

Minor failures are defined as any one of the following:



The Supplier agrees to pay to DMR a one-time penalty of DKK of 8,000 for each

minor failure.

Termination for General Operational Irregularities

If the total amount of fees from Critical, Major, and Minor failures exceeds DKK

100.000 within any 12 month period, DMR is entitled to Termination for breach.

framework agreement regarding digital media...

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