General terms and conditions of Haus von Eden GmbH
§ 1 scope, terms and conditions of the client, future advertising contracts
(1) For online advertising services by Haus von Eden GmbH, Neumünstersche Strasse 28, 20251 Hamburg, email: firstname.lastname@example.org ("Provider") and the client, the following general terms and conditions ("GTC") apply exclusively. Deviating general terms and conditions of the client are not recognized unless the provider expressly agrees to their validity in writing.
(2) These terms and conditions apply to ongoing business relationships for all future contracts with the client, even if the terms and conditions were not explicitly referred again.
§ 2 definition
(1) "Order" within the meaning of the following terms and conditions is the contract between the publisher and the client for the placement of one or more advertising media within the framework of standard advertising formats, special advertising formats and / or within the framework of other advertising cooperations in information and communication services, in particular the Internet and mobile offers, including social media platforms. Internet and mobile offers are to be treated equally unless otherwise agreed.
(2) For the purposes of these terms and conditions, an advertising medium can consist of one or more of the following elements:
- from a picture and / or text, from sound sequences and / or moving pictures (standard advertising formats, inter alia banners),
- from other elements in the context of special advertising formats (eg native advertising) and other advertising co-operations (eg thematic specials, case study, interview),
- from a sensitive area which, when clicked on, establishes the connection by means of an on-line address given by the customer to further data that lie within the area of the client (eg product placement including link).
(3) Advertising materials that are not recognizable as such due to their design can be identified as advertising by the provider, for example by adding the note “advertisement” or “premium entry”.
§ 3 offers, conclusion of contract, client
(1) Unless otherwise stated or agreed, offers from the provider are subject to the availability of the advertising space offered and are not binding.
(2) Unless otherwise agreed, the contract is generally concluded by confirmation of the order in writing or by e-mail. The terms and conditions also apply to verbal or telephone confirmations.
(3) To the extent that advertising agencies place orders, the contract will be concluded with the advertising agency in case of doubt, subject to other written agreements. If a customer of the advertising agency client, he must be named by the advertising agency. The providers are entitled to request a proof of mandate from the advertising agencies.
(4) Advertising for goods or services by more than one advertiser or other advertiser within an advertisement (eg banner, pop-up advertising) requires an additional written or e-mailed agreement.
§ 4 refusal authority
(1) The provider reserves the right to refuse or block advertising orders - including individual releases within the framework of a financial statement - if
- whose content violates laws, official regulations, rights of third parties or morality, or
- the contents of which were objected to by the German Advertising Council in a complaint procedure or
- whose publication is unreasonable for the provider because of its content, origin or technical form.
(2) In particular, the provider may withdraw an already published advertising material if the customer subsequently makes changes to the contents of the advertising material itself or the data are subsequently changed and thereby the requirements of paragraph 1 are met.
(3) The provider will immediately notify the client of a rejection or withdrawal or blocking.
§ 5 settlement period
If, within the scope of a contract, the client's right to download individual advertising material is granted, the order shall be processed within one year of the conclusion of the contract, unless otherwise agreed. If the right of retrieval is not exercised within this time for reasons for which the client is responsible, the claim expires without replacement after the end of the year. The obligation to pay the corresponding fee remains unaffected.
§ 6 execution of the order and order extension
(1) Posted advertising material will be placed on the agreed website within the agreed delivery period. A claim to a placement in a certain position does not exist, unless otherwise expressly agreed in writing. The provider will make every effort to enable the placement of the ad in the placement desired by the client.
(2) The client is entitled to rebook the agreed advertising placement (placement request, placement period, booking additional advertising material) if the rebooking request is communicated in writing no later than two weeks before the agreed campaign start, the agreed booking volume (total fee) is maintained, and there is no delay due to the rebooking and the provider has sufficient free capacity with regard to the desired new advertising material booking.
(3) Promotional orders are guaranteed by scheduling periods, not AdImpressions or CPC. The reporting requirement of a separate agreement.
(4) If a discount scale has been agreed, the discount is calculated on the basis of the booked order volume.
(5) In the interest of a contemporary design, the provider is entitled to adjust the appearance of its website at its own discretion, unless an equivalent presentation of the advertising material is not guaranteed due to the change.
§ 7 data delivery by the client, storage and changes by the client
(1) The customer is obligated to deliver proper, proper advertising material, in particular the format or technical specifications of the provider, or the data necessary for the design of the advertising material, depending on the advertising order, four weeks before the start of the circuit.
(2) The provider's obligation to store the advertising material ends three months after invoicing.
(3) Costs of the provider for changes requested by the client or to be represented in the advertisement must be borne by the client.
§ 8 cancellation of orders
(1) According to §649 BGB, in the case of a cancellation prior to the start of the campaign, the provider will charge the client 50% of the agreed remuneration. For cancellations after the campaign has started, the full amount has to be paid. Cancellation up to six weeks before the start of the campaign is possible free of charge.
(2) The right to termination for cause remains unaffected.
(3) Terminations, including cancellations, must be made in writing in order to be effective.
§ 9 Rights Warranty
(1) The client warrants that he has all the rights necessary for the placement of the advertising material and that the advertising material and the data supplied by him are not encumbered with third party rights and third party rights (eg copyrights, personality rights, trademark rights) or other violate official or statutory provisions. The client indemnifies the provider in the context of the advertising order from all third-party claims that may arise due to the violation of legal provisions and replaces corresponding damages, in particular the costs of a necessary legal defense, unless the client is not responsible for the infringement. Furthermore, the provider of the costs for the necessary legal defense is exempted. The provider is not obliged to check advertising orders to see if they affect the rights of third parties. The client is obliged to support the provider in good faith with information and documents in the legal defense against third parties.
(2) The client transfers to the provider all of the copyright, performance protection and other rights required for the use of advertising in online media of all kinds, including the Internet, in particular the right to reproduce, distribute, publish, publicly reproduce and make accessible , Transmission, sending, extraction from a database and retrieval, in terms of time and content to the extent necessary for the execution of the order. The image and text material used by the client to design the advertising material can be used by the provider for other advertising purposes. In all cases, the aforementioned rights are transferred without any local restrictions and entitle them to use all known technical processes and all known forms of online media, including social media and SEM.
§ 10 price list
(1) Unless otherwise agreed, the current price list of the provider applies at the time of the request of the client. The prices stated there are in EURO plus VAT. For orders confirmed by the supplier, price changes are only effective if they are announced by the supplier at least one month before the publication of the advertising material. In the case of a price increase, the client is entitled to a right of withdrawal. The right of withdrawal must be exercised within 14 days after receiving the notification of the price increase.
(2) Discounts and rebates are determined by the valid price list. Advertising agencies and other advertising agents are obliged to adhere to the price lists of the respective provider in their offers, contracts and billing with the advertisers.
§ 11 Default of payment
(1) In case of late payment or deferral interest and collection costs will be charged. In case of default of payment, the provider may postpone the further execution of the current order until payment and demand advance payment for the remaining circuit.
(2) Objectively justified doubts about the solvency of the client entitle the provider, even during the term of the contract, to make the appearance of further advertising material regardless of an originally agreed upon payment of the advance payment of the amount and the settlement of outstanding invoice amounts.
§ 12 Invoicing and Terms of Payment
(1) Invoicing takes place upon order confirmation and subsequently monthly, annually or quarterly at the beginning of the switching time. The invoice amount is calculated from the agreed advertising circuit in the billing period in conjunction with the prices determined on the basis of an agreement or from the valid price list.
(2) If the provider or a third party commissioned by the provider undertakes the production of an advertising medium on the basis of a contractual agreement, the agreed remuneration will be billed separately.
(3) Invoices are payable without deductions within 30 days from the invoice date. Payment must be made to the provider's account as stated on the invoice. Bank charges are charged to the client.
(4) In case of late payment, the provider is entitled to interrupt the further circuit.
(5) The customer can only assert a right of retention against claims of the supplier insofar as it is based on undisputed, decision-making or legally binding claims from the same contractual relationship.
(6) Advertising agencies or intermediaries, provided that they advise their clients or can provide evidence of corresponding services and billing directly to the advertising agency or the advertising agency, receive agency remuneration (AE commission) equal to 15% of the order value paid by the client Deductions and excluding VAT).
(7) If an order is not fulfilled for reasons for which the supplier is not responsible, then the client, without prejudice to any further legal obligations, must reimburse the difference between the discount granted and the actual acceptance.
§ 13 performance disruptions
If the execution of an order for reasons for which the provider is not responsible (for example, software or other technical reasons), in particular due to computer failure, force majeure, strike, due to statutory provisions, disturbances from the area of responsibility of third parties (eg other providers) , Network operators or service providers, or for similar reasons, the performance of the contract shall be remedied as far as possible. If the goods are brought back to the customer in reasonable and reasonable time after the fault has been remedied, the supplier's claim for remuneration remains.
§ 14 warranty of the provider
(1) Within the framework of the foreseeable requirements, the provider guarantees the best possible reproduction of the advertising material in accordance with the usual technical standard, insofar as the advertising material or data supplied by the client permits. The client is aware, however, that it is not possible according to the state of the art to create a program completely free of errors. The warranty does not apply to insignificant errors. An insignificant error in the presentation of the advertising material is present in particular if it is caused
- by the use of an inappropriate presentation software and / or hardware (eg browser) or
- by disrupting the communication networks of other operators or
- due to computer failure due to system failure
- by incomplete and / or not updated offers on so-called proxies (caching) or
- A failure of the ad server that lasts no more than 24 hours (continuous or added) within 30 days after the start of the contracted circuit.
If the ad server fails over a significant period of time (more than 10 percent of the booked time) as part of a time-based fixed booking, the customer's obligation to pay for the period of the loss ceases to apply. Further claims are excluded.
(2) If the advertising quality of the advertisement is inadequate, the client is entitled to rectification or faultless replacement advertising, but only to the extent that the purpose of the advertisement has been impaired. In the case of failure or unreasonableness of the replacement advertisement, the client has the right to a reduction in payment or cancellation of the order.
(3) If any defects in the advertising documents are not obvious, the client has no claims in case of insufficient publication. The same applies to errors in repeated advertising campaigns, if the client does not point out the error prior to the publication of the next advertising circuit.
§ 15 liability of the provider
(1) Claims for damages due to positive breach of contract, culpa in contrahendo and unlawful act exist only in cases of intent and gross negligence of the provider, his representative or vicarious agents. This does not apply to liability for warranted characteristics and for breach of essential contractual obligations; in the latter case the liability is limited to the foreseeable damage. Claims for damages due to impossibility of performance and default are limited to slight negligence for compensation of foreseeable damage.
(2) In the case of gross negligence of the simple vicarious agent, the liability towards entrepreneurs is limited to the extent of the foreseeable damage. This does not apply to the violation of essential contractual obligations.
(3) Insofar as the liability of the provider is limited to the foreseeable damage, an amount limitation of 5 of the advertising order applies.
(4) Liability for fraudulent concealment of defects, assumption of a guarantee of quality and liability for injury to life, limb or health shall remain unaffected. A change in the burden of proof to the detriment of the client is not connected with this.
§ 16 information obligations of the provider
Unless otherwise agreed, it is up to the provider to provide the following information for the client within ten working days after execution of the order: the number of page impressions and the downtime of the ad server, if it exceeds a continuous hour.
Section 17 Data protection
The advertising order is made taking into account the applicable data protection regulations settled.
§ 18 Place of Performance and Jurisdiction
(1) German law applies.
(2) Place of performance is the location of the provider.
(3) In business dealings with merchants, legal entities under public law or public-law special funds or clients who have no general place of jurisdiction in Germany, the place of jurisdiction is the domicile of the provider. Insofar as the claims of the provider are not asserted in the dunning procedure, the place of jurisdiction for non-merchants is determined by their place of residence.
If the domicile or habitual residence of the client, even with non-merchants, at the time of action unknown or after the contract has moved his domicile or habitual residence out of the scope of the law, is the place of jurisdiction of the domicile of the provider agreed if the contract was closed in writing. However, the provider is entitled to sue the client at any other legal place of jurisdiction.
(4) Should one or more provisions of these terms and conditions be ineffective or unenforceable, this shall not affect the remaining terms and conditions.