The following General Terms and Conditions of Business (hereinafter „the GTC“) exclusively govern the contractual relationship between the Marketer and the Client when placing and processing advertising orders for online media marketed by the Marketer, unless otherwise agreed in text form.
Insofar as online media marketed by Ippen Digital GmbH & Co. KG are also marketed by other companies, these GTCs shall not apply to advertising orders placed by the Client with these other companies.
1.1 „Offer“ within the meaning of these GTC is the offer of the Marketer for the placement and publication of one or more advertising media in media, information and communication services, in particular the World Wide Web (hereinafter jointly referred to as „Online Media“) for the purpose of distribution. Unless expressly designated otherwise as a binding offer, offers made by the Marketer are subject to change, i.e. not binding, and are subject to the availability of the services offered.
1.2 „Advertising order“ within the meaning of these GTC is the offer by a client for the placement and publication of one or more advertisements or other advertising media (hereinafter collectively referred to as „advertising media“ or „advertisement“) of an advertiser or other advertiser (hereinafter collectively referred to as „advertiser“) in online media for the purpose of dissemination. The Advertiser may be an agency or an Advertiser directly.
1.3 An „Advertising Medium“ within the meaning of these GTC may consist, inter alia, of one or more of the following elements: an image and/or text, sound sequences and/or moving images (including banners, videos), graphics or text from which the Advertiser‘s offer is linked or the integration of the Advertiser‘s content on the Online Media.
1.4 „Marketer“ is Ippen Digital GmbH & Co. KG for all Online Media marketed by it, even if these Online Media are operated by third parties (in particular by partner publishers of Ippen Digital GmbH & Co. KG).
2. Conclusion of contract
2.1 In the case of an advertising order, the contract shall be concluded, unless expressly agreed otherwise individually, by publication of the advertising medium (in the case of several advertising media of the first advertising medium) in the Online Media marketed by the Marketer or by confirmation of the Marketer in text form.
If a binding offer is made by the Marketer, the contract shall be concluded by the Client‘s declaration of acceptance.
2.2 If only a total advertising volume is stipulated in the advertising order, the Marketer shall determine the size and scheduling of the individual advertising media placements in agreement with the Client, depending on availability, otherwise at his reasonable discretion, taking into account the interest of the Client. The Client shall ensure that the placements covered by the contract are also booked within the term of the contract.
2.3 Insofar as agencies place advertising orders, the contract shall be concluded with the Agency, subject to other agreements in text form. The Agency shall be obliged to provide the Marketer on request with proof of trade via an excerpt from the Commercial Register, from which the placement of advertising orders is evident, and proof of mandate.
2.4 Advertising orders from advertising and media agencies will only be accepted for advertisers precisely named. Advertising for the products or services of an advertiser other than the one specified at the time of booking requires the prior consent of the Marketer in text form.
2.5 An agency commission (AE) will only be granted by the Marketer if this is expressly agreed in text form within the framework of the conclusion of the contract. If an agency commission is agreed, it shall be calculated from the invoice total without value added tax after deduction of discounts.
2.6 Amendments and supplements to a contract as well as deviations from these GTC must be made in text form. For contract amendments and supplements, this also applies to the waiver of the written form clause.
2.7 If a Client books advertising media from the Marketer within the framework of a contract for online media which are not exclusively marketed by the Marketer, or advertising media which go beyond online advertising media, the Marketer cannot give a binding commitment regarding the placement of the advertising media in terms of dates. Any information on publication dates is therefore to be understood as being subject to change.
3. Publication of advertising media
3.1 If advertising media are to be published only on certain publication dates or in certain places in the online media, this shall therefore require an express agreement with the Marketer. A minor repositioning of the online advertising media within the agreed environment or a postponement of agreed publication dates is possible if the repositioning/postponement does not have a significant adverse effect on the advertising impact of the advertising media.
3.2 Irrespective of the publication in online media, the Marketer is entitled, but not obliged, to publish placed advertising orders also in other online media of the Marketer and its affiliated companies within the framework of the technical possibilities. The templates available for the online media can be adapted to the respective requirements.
3.3 Advertising media are offered and delivered by the Marketer as standard multiscreen (website, mobile website, app, etc.). The Marketer is free to distribute the advertising media across the channels. After consultation and corresponding adjustment of the offer, the Marketer will limit the playout to certain channels or distribute the playout after consultation.
3.4 An exclusion of competing advertisements is not promised in principle.
3.5 The Marketer will place the online advertising media - apart from special contractual agreements - in the respective online medium during the booked period and/or until the booked media performance has been achieved. The Marketer shall report to the Client on the number of ad impressions and/or ad clicks delivered during the campaign in a format specified by the Marketer. The achievement of a certain number of Ad Impressions/AdClicks is not owed by the Marketer unless this is expressly agreed in text form.
3.6 Insofar as the Marketer is obliged to optimise the Client‘s advertising campaigns on an ongoing basis, the Marketer will regularly evaluate the available campaign reports of social media posts or other advertising media and, if necessary, make possible optimisations, e.g. in the targeting of the advertising measures or adjustment of the advertising media, with regard to the achievement of the campaign objectives and the key performance indicators (KPI) targeted by the Client after consultation with the Client.
3.7 The number determined by the Marketer‘s ad server shall be decisive for counting the billing-relevant metrics (e.g. ad impressions, views). The Client is at liberty to prove that the actual number deviates from this. However, a deviation of no more than 10% shall remain irrelevant in any case.
3.8 If the Client proves a deviation of the actual figures from the figures determined by the Marketer of more than 10% in accordance with Clause 3.8, the following regulation shall apply to the number of metrics relevant to the billing which exceed the 10% deviation (hereinafter „excess deviation“):
The Client shall notify the Marketer of the Excess Deviation immediately and, as far as possible, during the campaign term by e-mail to email@example.com. The parties shall jointly analyse the reason for the excess deviation and endeavour to remedy the cause thereof. Insofar as the cause is determined to be an error in the determination of the number of billing-relevant metrics by the Marketer, the figures that would have been determined by the Marketer without the determined error shall be deemed decisive in the result. If the cause cannot be clearly determined, the parties shall average the number of billing-relevant metrics to that extent.
4. Obligations of the Advertiser, labelling of advertising media and right of refusal of the Marketer
4.1 The Advertiser is responsible for ensuring that the content provided by him, in particular his advertising media and the websites to which the respective advertising media refer, are designed in such a way that they do not violate legal provisions and, in particular, that they comply with regulations under youth protection, press, competition, data protection, criminal and media service law.
4.2 In the event of a breach of section 4.1, the Client shall indemnify the Marketer in full, upon first request, against all costs incurred by the Marketer or the Site Operators in whose online offer the advertising material was published as agreed, including the necessary costs of legal defence. The Marketer shall not be obliged to check the advertising media prior to placement and publication of the advertising media.
4.3 The placement of usage-based online advertising for the Client/Advertiser generally requires that the Client/Advertiser has certification within the framework of the IAB Europe OBA Framework („EDAA OBA certification“). By placing an order for the placement of usage-based online advertising, the client/advertiser confirms that it holds an EDAAOBA certification. The client/advertiser is obliged to provide the marketer with proof of corresponding certification on request. The Client/Advertiser is obliged to comply with further developed standards such as IAB Europe TCF 2.0 1. (and any successor standards).
4.4 The Marketer reserves the right to reject advertisements or other advertising media, in particular if their content violates laws or official regulations or their content has been objected to by the German Advertising Council in a complaints procedure or their publication violates the rights of third parties or the interests of the Marketer due to their content, design, origin or technical form. The Client shall be notified immediately of the rejection of an advertising medium. In the case of advertising media whose appearance corresponds to the editorial design of the online media, the Marketer reserves the right to object in the sense of its journalistic mandate. Advertising media which have an editorial design must be clearly distinguishable from the basic typeface of the online media and must be marked with the word „Advertisement“. Advertising media which are not recognisable as an advertising publication due to their design shall be clearly identified as such by the Marketer with the word „Advertisement“ or in another suitable manner.
4.5 Advertising media containing advertising by or for third parties (joint advertising) require the prior consent of the Marketer in text form in each individual case. The advertisers must be named. The Marketer reserves the right to charge a combination surcharge or a different discount.
4.6 The Client must maintain the websites to which the advertising medium is to be linked during the entire term of the contract.
4.7 If the Client has already been warned or is being warned because of the content of an advertising medium or has already submitted or is submitting a declaration to cease and desist, the Client is obliged to inform the Marketer of this immediately in text form. If the Client fails to comply with this obligation, the Marketer shall not be liable for any damage incurred by the Client as a result of repeated publication of the advertisements (content) objected to.
4.8 The Marketer is entitled to interrupt the placement and publication of the booked advertising medium if the Client has changed the content to which the banner is linked by means of hyperlinks and/or there is suspicion of an illegal advertising medium and/or illegal content of one of the linked websites and/or the infringement of third party rights and/or the Client is in arrears with the payment of the remuneration. This applies in particular in cases of the assertion of claims by third parties against the Marketer or the Client due to the placement and publication of the booked advertising material or in the case of investigations by state authorities due to such content. The Marketer‘s claim to remuneration shall remain unaffected by this.
5. Transmission of online advertising media
5.1 It is the Client‘s responsibility to deliver templates in due form, in particular in accordance with the format or the technical specifications of the Marketer for the creation and transmission of online advertising media, including all content, information, data, files and other materials required for the advertising media (hereinafter referred to as „templates“), complete, free of errors and viruses and in good time, i.e., unless otherwise agreed, no later than 5 working days before publication. Unwanted publication results which can be traced back to a deviation of the Client from the recommendations of the Marketer shall not lead to any claim to a price reduction. The Marketer is not obliged to check the content for completeness and correctness.
5.2 Costs incurred by the Marketer for changes to the templates requested by the Client or for which the Client is responsible shall be borne by the Client.
5.3 The Client must ensure that the transmitted files are free of computer viruses prior to the digital transmission of templates. In particular, the Client is obliged to use commercially available protection programs for this purpose, which must be up-to-date in each case. If the Marketer discovers sources of damage of the aforementioned type on a file transmitted to him, the Marketer will no longer make use of this file and delete it, insofar as this is necessary to prevent or limit damage (in particular to prevent the source of damage from spreading to the Marketer‘s IT system), without the Client being able to assert claims for damages in this connection. The Marketer reserves the right to claim damages from the Client if the Marketer has suffered damage as a result of such sources of damage infiltrated by the Client.
5.4 In the event that the advertising media are not delivered on time, are incomplete and/or do not comply with the technical specifications, the Marketer is entitled to fill the intended placements elsewhere until the delivery is faultless. The execution of the contract will then be made up for at the discretion of the Marketer. The Client is nevertheless obliged to pay the full placement price.
5.5 If an advertising order is not carried out or is carried out incorrectly because the Client breaches its duties to cooperate, in particular if artwork is not delivered on time, is incomplete and/or defective or incorrectly marked, is deleted in accordance with Clause 5.3 or technical specifications are not implemented, the Marketer shall nevertheless be entitled to the agreed remuneration.
5.6 The parties shall each appoint a responsible person for the coordination of content.
5.7 In exceptional cases, the Marketer may permit the provision of advertising media via an external ad server. In these cases, the Marketer reserves the right to view these advertising motifs prior to their placement and to refuse placement if necessary. The client is obliged to submit these advertising motifs to the marketer for inspection and to notify the marketer of any subsequent changes.
6.1 If the publication of the advertisement does not comply with the quality or performance owed under the contract, the Client shall be entitled to a reduction in payment or a faultless replacement advertisement, but only to the extent that the purpose of the advertisement was impaired. The Marketer has the right to refuse a replacement advertisement or replacement publication if (a) this would require an effort which, taking into account the content of the contractual relationship and the principles of good faith, would be grossly disproportionate to the Client‘s interest in performance, or (b) this would only be possible for the Marketer at disproportionately high costs. If the Marketer allows a reasonable period of time set for him for the replacement advertisement or the publication of the other advertising medium to elapse or if the replacement advertisement/replacement publication is again not faultless, the Client shall be entitled to a reduction in payment or cancellation of the order. In the case of insignificant defects in the advertisement or the publication of the other advertising material, the cancellation of the order is excluded.
6.2 The Advertiser shall inspect the Advertising Media immediately after the first placement. Notification of defects must be made to the Marketer immediately after publication, unless the defects are not obvious, in which case a period of six months shall apply.
6.3 The Marketer is liable for all damages, whether arising from a breach of contractual obligations or from tort, in accordance with the following provisions: (a) In the case of gross negligence, liability towards entrepreneurs is limited to compensation for the typical foreseeable damage; this limitation does not apply insofar as the damage was caused by legal representatives or executives of the Marketer. (b) In the event of simple negligence, the Marketer shall only be liable if a material contractual obligation has been breached, a guarantee has been assumed or fraudulent misrepresentation has been made. Material contractual obligations are obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the contracting party relies on and may rely on. In such cases, liability is limited to the typical foreseeable damage. In the event of liability only for the typical foreseeable damage, there shall be no liability for indirect damage, consequential damage or loss of profit.
6.4 All claims against the Marketer arising from a breach of contractual duty shall become time-barred one year after the statutory commencement of the limitation period, unless they are based on intentional or grossly negligent conduct.
6.5 In the case of claims under the Product Liability Act and in the case of injury to life, limb or health, the Marketer shall be liable without limitation in accordance with the statutory provisions.
7.1 Invoices shall be issued monthly in accordance with the performance of the service. Invoicing may also relate to parts of the entire order. The final invoice shall be issued at the end of the complete provision of services, unless otherwise agreed in individual cases. The Marketer reserves the right to demand advance payment prior to publication for justified reasons, such as the commencement of a new business relationship.
7.2 The Client may only offset claims of the Marketer against an undisputed or legally established claim. The Client is only entitled to exercise a right of retention if the counterclaim is undisputed or legally established and is based on the same contractual relationship.
7.3 The Marketer may defer further execution of the current advertising order or contract until payment has been made and demand advance payment for the remaining advertisements.
7.4 If there are justified doubts about the Client‘s ability to pay, the Marketer is entitled, even during the term of a contract, to make the publication of further advertisements dependent on the advance payment of the amount and on the settlement of outstanding invoice amounts, irrespective of any originally agreed payment period.
8.1 Prices shall always be understood to be exclusive of the respective statutory value added tax; this shall apply in particular to prices stated in advertising orders.
8.2 The Marketer is entitled to change the prices at any time with effect for the future. Price changes for existing advertising contracts are effective if they are announced by the Marketer at least one month before publication of the advertisement; in this case the Client has a right of withdrawal. The right of withdrawal must be exercised in text form within 14 days of receipt of the notice of change concerning the price increase. The right of withdrawal does not apply to orders to be processed within framework agreements. In such cases, changes to the price list shall take effect immediately, unless expressly agreed otherwise.
9. Transfer and guarantee of rights
9.1 The Advertiser is responsible for ensuring that the templates provided by him, in particular his advertising material and the websites to which the respective advertising material refers, do not infringe the rights of third parties; in particular, he declares that he is the owner of all rights of use and exploitation required for the placement and publication of the templates provided by him as well as for the contents published on his website and that he is entitled to dispose of them. In the case of the creation of advertisements by the Marketer, the Client also declares that he holds all rights necessary for the creation of the advertisement. In this respect, he shall indemnify the Marketer against all claims of third parties on first demand. This also includes the costs for legal defence. The Client is obliged to support the Marketer with information and documents in the legal defence against third parties.
9.2 The Client shall transfer to the Marketer the non-exclusive rights of use, ancillary copyrights, trademark rights and other rights, in particular the right of reproduction, distribution, transmission, broadcasting, archiving and use of the contents provided by the Client for the creation and publication of the advertising in print, online and telemedia of all types, including the Internet, distribution, transmission, broadcasting, the archiving right, the right to make available to the public, to record and to retrieve from a database and to retrieve including all known technical procedures as well as all known forms of online media, in terms of time and content to the extent necessary for the execution of the order. In addition, the Marketer shall be granted the right to use the contents to the aforementioned extent for self-promotion for the Marketer or the respective objects for an unlimited period of time. The aforementioned rights shall in all cases be transferred without any territorial restrictions and are freely transferable to third parties.
9.3 This granting of rights expressly applies to use via fixed and mobile communication networks and means, including all digital and analogue transmission and retrieval technologies.
9.4 Any concepts and components on which the offers of the Marketer are based are protected by copyright and competition law and must be treated confidentially by the Client. In particular, these concepts may neither be passed on to third parties in this form nor in a modified form nor used by the Client for its own purposes outside the scope of the contract.
9.5 Advertising motifs designed by the Marketer for the Client (as well as promotions) may only be used for advertisements in the media booked for this purpose with the Marketer. No further rights are granted.
10.1 The contract ends with the expiry of the agreed contract term.
10.2 If the parties have not expressly agreed on a contract term, the insertions of the advertising media shall, in case of doubt, be called off by the Client within six months of the conclusion of the contract.
10.3 The right to extraordinary termination for good cause remains unaffected. The termination must be made in writing. A right to termination without notice for good cause shall exist in particular if one of the parties repeatedly breaches a material contractual obligation despite a written warning, fails to remedy a continuing breach of contract within a reasonable period of time or fails to remedy its consequences, a warning has been issued against one and/or both parties and/or against an online medium marketed by the Marketer as a result of a contractual service and/or an interim injunction has been obtained or the Marketer has reasonable grounds to suspect that the Client or the content provided by the Client violates or infringes applicable legal provisions, in particular of the Criminal Code or the Interstate Treaty on the Protection of Minors in the Media. a reasonable suspicion exists as soon as the Marketer has factual indications of a violation of legal provisions, in particular as soon as preliminary proceedings are initiated against the Marketer, the Client and/or against the online media marketed by the Marketer or as soon as the competent authorities request a statement. Furthermore, a reason for termination without notice exists if enforcement measures have been taken against one of the contracting parties and have not been lifted within one month.
11. Disruption of the contractual relationship in case of force majeure
If the performance of a contract is interrupted in whole or in part for reasons for which the Marketer is not responsible, in particular due to computer failure, force majeure, strike, due to statutory provisions, due to disruptions from the area of responsibility of third parties (e.g. other providers), network operators or service providers or for comparable reasons, the parties agree already now on performance after expiry of the contractual period. The claim to remuneration shall remain unaffected by this. If the performance of a contract is cancelled in whole or in part for reasons for which the Client is responsible, the statutory provisions shall apply in each case.
12. Involvement of third parties
The Client requires the prior consent of the Marketer in text form for the complete or partial transfer of its rights and obligations arising from the advertising order. The Marketer is entitled to use third parties to fulfil its obligations arising from the advertising order.
13. Confidentiality and press
13.1 Unless otherwise agreed in text form, the contracting parties shall treat details of the contractual relationship, in particular the prices and conditions, as well as business secrets of which they become aware directly or indirectly through the other party in the course of the performance of the contract, as strictly confidential. This shall not apply if disclosure is ordered by a court of law or by the authorities or is necessary to enforce its own rights against the respective other contracting party in court. The Marketer is furthermore entitled to disclose the content of the advertising order to third parties engaged in accordance with Section 12 as well as to affiliated companies in accordance with Sections 15 et seq. of the German Stock Corporation Act. German Stock Corporation Act. The obligation shall exist for the entire term of the contract and indefinitely beyond any termination.
13.2 Press releases as well as other public announcements to third parties about the business relationship between the Marketer and the Client or regarding the details of agreements made require the prior approval of the Marketer. This also applies to logo publications for logos supplied by the Marketer.
14. Final provisions
14.1 Any additional terms and conditions contained in the price list shall apply in addition to these General Terms and Conditions.
14.2 The Client will be notified of any changes to the General Terms and Conditions in text form as well as on https://ippen.media under „Media Data/AGB“. They shall be deemed to have been approved by the Client unless the Client objects in text form within one month of notification.
14.3 The validity of general contractual or business terms of the Client is expressly excluded. This also applies if the validity of such terms and conditions of the Client has not been expressly objected to and/or the Marketer provides the services without objection, i.e. advertising media are placed and published without objection.
14.4 The place of performance is the registered office of the Marketer. The place of jurisdiction is the registered office of the Marketer. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Status: January 2023