General Terms and Conditions of B2B Media Group GmbH
1.) Advertising order/validity in the Multi Channel Ad Network
1.1) B2B Media Group GmbH (hereinafter referred to as “B2B MG”) markets the Internet advertising space, databases and other channels of B2B MG and partners. “Advertising Order” in the sense of the following General Terms and Conditions (GTC) is any contract between an advertiser (hereinafter referred to as “Client”) and B2B MG regarding the placement of one or more advertisements etc. in the Multi Channel Ad Network of B2B MG and Partners.
1.2) For the advertising order only these GTCs as well as the price list and possible discount scales of B2B MG are valid. Deviating terms and conditions of the client are explicitly excluded, unless they have been explicitly agreed upon or are in accordance with these GTC.
1.3) B2B MG has the right to change these GTC at any time. B2B MG will inform its clients about any changes in time. The change is considered accepted by the Client, if he does not object to the change within 4 weeks.
2.) Advertising material
2.1) Advertising media in the sense of these GTCs are all elements and materials used for advertising. Advertising material can consist in particular of pictures, texts, sound sequences or moving images, as well as sensitive surfaces which, when clicked, establish a connection via an online address provided by the customer to other pages within the customer’s or a third party’s area. Advertising media can also be composed of several of the elements mentioned.
2.2) The formats shown in the price list are generally applicable for the placement of advertising media. Special formats and special forms of advertising are possible in individual cases after consultation and examination by B2B MG.
3.) Conclusion of contract
3.1) In principle, the offers made by B2B MG are binding for the defined period of time. Change or special requests of the client can change the price calculation. B2B MG has to inform the Client about this in time and obtain his approval before passing on or processing the order.
3.2) Additional costs which arise due to subsequent changes in the circumstances prevailing after submission of the offer and conclusion of the contract, with regard to price increases at suppliers or due to special requests of the customer, or additional costs which arise due to the change of supplier/manufacturer necessary for reasons of deadlines or due to increased or desired quality requirements of the customer, are to be compensated additionally by the customer.
3.3) The information in the media data has been determined as best as possible, but is only approximate and not binding.
3.4) An advertisement contract (Insertion Order – I/O) is concluded when the order of the client is accepted by B2B MG in writing, usually by an order confirmation, or when the service is partially provided.
3.5) As far as an order is placed by an agency, the contract is concluded in case of doubt between the agency and B2B MG. B2B MG has the right to demand a proof of representation from the agency in relation to its clients.
3.6) Advertising for goods or services of several advertisers within one advertising presence (banner, popup, etc.) must be commissioned by an additional agreement with B2B MG. The above conditions for the conclusion of the contract apply accordingly.
4.1) The advertising material is to be delivered by the Client in time, taking into account the technical requirements specified by B2B MG. The delivery has to be made at the latest five working days before the agreed date of insertion. In case of a late delivery of the advertising material, a proper and punctual placement of the booked advertising orders is no longer guaranteed. Any claims of the customer, in particular for reduction of the remuneration, due to late fulfilment are excluded in this case.
4.2) If a contract for on-call advertising media has been concluded, the advertising media must be called up for placement within one year after conclusion of the contract.
4.3) The obligation of B2B MG to store the advertising material ends 3 months after the last placement.
4.4) The client is not allowed to set cookies on the sites marketed by B2B MG.
4.5) The Client shall transmit the advertising material delivered by him/her free of harmful software, such as viruses, Trojans, etc. He commits himself to use software that is up to date at any given time for checking purposes. In case a delivered advertising material still contains corresponding software, B2B MG is entitled to delete the affected advertising material immediately without prior notification of the client in order to avoid further damage.
4.6) Lead generation in general: B2B MG always delivers leads to the Client with a single opt-in. Other agreements must be noted in writing on the respective IO. The customer is obliged to check the quality and completeness of the addresses (leads) immediately after receipt. Complaints about the leads cannot be considered by B2B MG 14 days after delivery.
4.7) Lead generation for webcasts: If a fixed number of leads for a live webcast is not reached at the scheduled date, the customer is obliged to provide B2B MG with one or two white papers. These will be used to generate the remaining outstanding leads for the customer.
4.8) Lead generation for webcasts: The lead generation for webcasts has a minimum lead time of six weeks.
5.) Power of refusal
5.1) B2B MG is entitled to reject or block individual advertising media as well as individual call-ups within the scope of a contract conclusion if their content violates the law or official regulations, or if they have been objected to by the German Advertising Council in a complaint procedure. The same applies to B2B MG in case of technical or content-related unreasonableness.
5.2) B2B MG can also withdraw already published advertising material, if the client or other third parties subsequently make changes to the advertising material, which lead to violations according to paragraph 1, or if the contents to which a link in the advertising material refers are subsequently changed.
6.) Warranty of rights / Granting of rights by the customer
6.1) The customer assures and guarantees that he has all necessary rights to place the commissioned advertising material and that the advertising material complies with the applicable legal regulations. B2B MG is not obliged to check the advertising material provided by the client itself. The client indemnifies B2B MG from all possible claims of third parties, which they might assert against B2B MG because of possible rights to the advertising material to which they are entitled. The same applies to possible violations of the advertising material against legal regulations and rights of third parties. The release also includes the costs of any legal defense.
6.2) The client assigns B2B MG all rights of use and exploitation necessary for the commissioned advertising placement in a non-exclusive form. The rights are transferred without spatial limitation and entitle the customer to place all forms of Internet advertising through all known or future technical procedures.
7.) Guarantee of the B2B MG
7.1) B2B MG guarantees the best possible reproduction of the advertising material in accordance with the usual technical standard within the framework of foreseeable requirements. Warranty rights do not arise for insignificant errors. The client is aware that it is not possible to ensure a completely error-free reproduction of the advertising material at any time according to the state of the art. An error in the presentation of the advertising material does not exist in particular if it is caused through the use of unsuitable display software and/or hardware (e.g. the user’s browser or that of the Internet service provider), computer failure at other operators or providers due to the disruption of the communications network by incomplete or not updated offers on so-called proxy servers (intermediate storage) or in the local cache or by a failure of the AdServer, which does not last longer than 24 hours (continuous or added) within 30 days after the start of the contractually agreed placement In the event of a failure of the AdServer for a considerable period of time within the framework of a time-bound fixed booking, the customer’s payment obligation for the period of the failure is cancelled. Further claims are excluded.
7.2) If the reproduction of an advertising material is faulty to a not insignificant extent, the Company shall immediately carry out a replacement in lieu of any warranty claims. If the Company fails to meet a reasonable deadline set by the Client for the replacement of the advertising material or if this replacement is finally refused, the Client shall be entitled to a reduction in payment or cancellation of the order. The rights of the Client shall be limited to the extent of the advertising material affected by the warranty.
7.3) If a faulty placement is based on non-obvious defects of the advertising material supplied by the customer, the customer cannot assert any claims in case of insufficient publication. The same applies to errors in repeated advertising placements if the customer does not point out the error before publication of the next following advertising placement.
7.4) The customer’s warranty claims shall become statute-barred twelve months after they arise.
8.) Force majeure
If the proper fulfilment of an order is not possible due to reasons B2B MG is not responsible for, in particular due to a computer failure through no fault of its own, force majeure, strikes, legal regulations, disturbances from the area of responsibility of third parties or for comparable reasons, the execution of the advertising order will be made up for as soon as the reasons for prevention have ceased to exist. In case of rectification within a reasonable and appropriate time after removal of the disturbance, the claim for remuneration by B2B MG remains valid. If the delay is not insignificant, B2B MG will inform the client accordingly.
9.) Liability of B2B MG
9.1) The liability of B2B MG is limited to cases of intent and gross negligence by legal representatives, executive employees or vicarious agents of B2B MG. This limitation does not apply to damages caused by B2B MG’s violation of essential contractual obligations (cardinal obligations), damages resulting from the Product Liability Act, damages resulting from fraudulent misrepresentation by one of the named persons, or damages resulting from the violation of a quality guarantee assumed by B2B MG or damages to life, body or health. The right to claim damages instead of performance remains unaffected.
9.2) In cases of gross negligence or intent, B2B MG is fully liable for all damages. Otherwise, the claim for damages is limited to the foreseeable damage typical for the contract.
9.3) Claims for damages against B2B MG expire after 12 months from their origin, unless they are based on an illegal or intentional act.
9.4) The regulated limitations and exclusions of liability also apply to the personal liability of B2B MG’s representatives, employees and vicarious agents.
10.1) The advertisement prices result from the respectively valid price list or an individually prepared offer. Agreed or granted discounts are only valid for the quantity of advertisements ordered and are limited to 4 weeks.
10.2) B2B MG reserves the right to change the price list. However, for contracts already concluded, price changes are only effective, if B2B MG has informed the Client at least one month before the placement of the advertising material and the Client has not withdrawn from the order within 14 days for this reason.
10.3) In case of an agreed frame contract, the discounts granted by B2B MG take into account the advertising orders placed and paid with a Client during the period of twelve months (“frame year”). A retroactive rebate of already placed orders will not take place. Also not taken into account are orders that were placed during the frame year, but are only executed afterwards. If B2B MG has granted excessive discounts in a frame year, taking into account the total placement volume, the customer will be subsequently charged a discount. After the end of the first frame year, a new frame year begins.
10.4) For the billing of ad impressions, clicks, lead volumes, etc., only the ad server/LDS used by B2B MG is decisive.
11.) Terms of payment/delayed payment
11.1) The terms of payment can be found on the contract form on which your order is based. In case of delay or deferment of payment, interest on arrears will be charged at 8% above the base rate, unless the customer proves a lower damage to B2B MG. The compensation of further damages caused by delay remains unaffected.
11.2) In case of default of payment, B2B MG is entitled to invoice the current and all other advertising orders booked by the client in full and to make the placement of further advertising media dependent on the payment of the entire invoice amount. In this case, earlier agreed upon, deviating terms of payment will not be considered.
Accepted and thus legally binding advertisement orders are in principle subject to the cancellation deadlines which are directly recorded on the respective I/O. If no cancellation deadlines and/or cancellation fees are specified, the following regulation applies:
14 – 7 days before the start of the campaign: 25% cancellation fee over the entire order value
6 – 1 days before the campaign start: 50% cancellation fee over the entire order value
Once a campaign has started, it can no longer be cancelled.
13.) Assignment/ set-off/retention
13.1) The client is only allowed to assign the claims from the advertising contract with prior written consent of B2B MG. The Client can only set off claims against B2B MG, if they are undisputed or legally binding.
13.2) The assertion of rights of retention is only allowed to the Client, if the payment claim of B2B MG and the Client’s claim are based on the same legal relationship.
14.) Final provisions
14.1) Place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with advertising orders is Nuremberg.
14.2) German law shall apply exclusively, excluding UN sales law.
14.3) Verbal agreements do not exist. Changes or additions to these conditions must be made in writing to be effective. This also applies to the cancellation of the written form requirement itself.
14.4) Insofar as this contract requires the written form, e-mail and fax are also permissible.