The general business terms of the B2B Media Group GmbH / B2B Media Group EMEA GmbH

1.) Advertisement order/Applicability to the MultiChannel Ad Network

1.1) B2B Media Group GmbH/B2B Media Group EMEA GmbH (hereinafter referred to as “B2B MG”) markets Internet advertising space, databases and other channels provided by B2B MG and its partners. An “advertising order” within the meaning of the following General Terms and Conditions (“GTC”) is any contract between an advertiser (hereinafter referred to as a “Customer”) and B2B MG for the placement of one or more advertisements, etc. in the Multi-Channel Ad Network provided by B2B MG and its partners.

1.2) Advertising orders are exclusively subject to these GTC as well as the price list and any discount tiers offered by B2B MG. Any general terms and conditions from the Customer that vary from these GTC are expressly excluded unless they have been expressly agreed or correspond to these General Terms and Conditions.

1.3) B2B MG is entitled to amend these GTC at any time. B2B MG will inform its Customers of any changes on a timely basis. The respective amendment shall be deemed accepted by the Customer if they do not object to such amendment within four weeks.

2.) Advertising material

2.1) “Advertising material” within the meaning of these GTC comprises all elements and materials used for advertising purposes. Without limitation, advertising material may consist of images, texts, sound sequences or moving images, as well as sensitive areas which, when clicked on, establish a connection to further pages under the control of the Customer or a third party via an online address specified by the Customer. Advertising material can also be composed of several of the above elements.

2.2) Formats shown in the price list are generally suitable for the placement of advertisements. Special formats and special forms of advertising are possible in specific cases after consultation and review by B2B MG.

3.) Contract conclusion

3.1) In principle, offers submitted by B2B MG are binding for the defined period. Changes or special requests by a Customer may change price calculations. B2B MG must inform the Customer of this on a timely basis and obtain their approval before transmitting or processing the respective order.

3.2) Any additional costs incurred as a result of subsequent changes to the relevant circumstances after submission of the offer and conclusion of the contract with regard to price increases by suppliers or special requests by the Customer, or additional costs incurred as a result of the necessary change from a supplier/manufacturer related to deadlines or increased or desired quality requirements by the Customer, must be paid by the Customer.

3.3) Information regarding advertising rates has been determined to the best of our abilities but is only approximate and non-binding.

3.4) An advertisement contract (Insertion Order I/O) is concluded if the Customer’s order is accepted by B2B MG in writing, usually by means of an order confirmation, or if services have already been rendered in part.

3.5) If an order is placed by an agency, in case of doubt, the contract is concluded between the agency and the B2B MG. B2B MG is entitled to demand proof of representation from the agency in relation to its Customers.

3.6) Advertising for goods or services from several advertisers within an advertising placement (banner, popup, etc.) must be commissioned by an additional agreement with B2B MG. The conditions set out above for the conclusion of the contract shall apply accordingly.

4.) Performance/Deadlines

4.1) Advertising material shall be delivered by the Customer in good time under consideration of technical requirements specified by B2B MG. Delivery must be made at the latest five working days before the agreed placement date. The proper and punctual placement of booked advertising orders is no longer guaranteed in the event of the late delivery of advertising material. Any claims of the Customer, in particular for a reduction in payment, due to delayed performance are excluded in such cases.

4.2) If a contract for advertising material on call is concluded, such advertising material shall be called up for placement within one year of conclusion of the contract.

4.3) B2B MG’s obligation to store the advertising material ends three months after the last placement.

4.4) The Customer is not permitted to set cookies on pages marketed by B2B MG.

4.5) The Customer shall provide advertising material delivered by them free of defective software, such as viruses, Trojans, etc. They undertake to use inspection software that corresponds to the current state of the art. If supplied advertising material nevertheless contains such malicious software, B2B MG is entitled to delete the affected advertising material immediately without prior notification of the Customer in order to avoid further damage.

4.6) Lead generation in general: In all cases, the Customer will receive leads from B2B MG 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 addresses (leads) immediately upon receipt. Complaints about leads can no longer be considered 14 days after delivery by B2B MG.

4.7) Lead generation for webcasts: The customer is obliged to provide B2B MG with one to two white papers if a fixed number of leads for a live webcast is not reached by the planned date. They are used to generate the remaining outstanding leads for the Customer.

4.8) Lead generation for webcasts: The lead time for webcast advertising is at least six weeks.

5.) Right of rejection

5.1) B2B MG is entitled to reject or block individual advertising material as well as individual downloads within the scope of a contract if their content violates the law or official regulations or has been objected to by the German Advertising Council in a complaints procedure. The same applies in the case of technical or content-related unreasonableness in relation to B2B MG.

5.2) B2B MG may also withdraw previously published advertising material if the Customer or other third parties subsequently make changes to the advertising material which lead to violations referred to paragraph 1 or if the contents which are referred to by a link in the advertising material are subsequently changed.

6.) Representations and warranties/Grant of rights by the Customer

6.1) The Customer represents and warranties that they have all necessary rights to place the commissioned advertising material and that such advertising material complies with the applicable laws and regulations. B2B MG is not obliged to verify advertising material provided by the Customer. The Customer shall indemnify B2B MG against all possible claims by third parties asserted against B2B MG because of potential rights in the advertising material to which these third parties may be entitled. The same applies in the event that advertising material infringes statutory provisions and third-party rights. The obligation to indemnify also applies to legal defence costs.

6.2) The Customer grants to B2B MG non-exclusive rights of use and exploitation necessary for the commissioned advertising campaign. These rights are granted without geographic restriction and authorise placement by means of all forms of Internet advertising using all known or future technical processes.

7.) Warranty on the part of B2B MG

7.1) B2B MG guarantees the best possible reproduction of advertising materials within the scope of foreseeable requirements in accordance with the current technical state of the art. Minor errors do not give rise to warranty claims. The Customer is aware that, based on the current state of the art, it is not possible to provide completely error-free reproduction of advertising material at all times. Without limitation, there is no error in the reproduction of the advertising material if it is caused by:

  • the use of unsuitable display software and/or hardware (e.g. user’s browser or Internet service provider);
  • the malfunction of the communication network, computer failure at other operators or providers;
  • incomplete or out-of-date offers on so-called proxy servers (caching) or in the local cache; or
  • a failure of the AdServer that does not last longer than 24 hours (continuously or cumulatively) within 30 days after beginning of the contractually agreed campaign. The Customer’s payment obligation is suspended for the duration of the respective failure in the case of a failure of the AdServer for a significant period of time during the course of a limited-time firm booking. Additional claims are excluded.

7.2) If advertising material is reproduced in a manner that is defective to more than a minor degree, B2B MG will undertake a substitute placement without undue delay in satisfaction of any warranty claims. The Customer is entitled to a reduction in payment or cancellation of the order if B2B MG allows a reasonable period of time set by the Customer for a substitute placement to lapse or finally refuses to undertake a substitute placement. In such cases, the Customer’s rights are limited to the extent of the advertising material affected by the warranty claim.

7.3) The Customer cannot assert any claims for inadequate publication if a faulty placement is based on latent defects in the advertising material supplied by the Customer. The same applies to errors in repeated advertising if the Customer does not provide notice of the error before publication of the next advertising campaign.

7.4) The Customer’s warranty claims expire 12 months after they arise.

8.) Force majeure

If an order is not duly fulfilled for reasons for which B2B MG is not responsible, in particular owing to a computer failure through no fault of its own, force majeure event, strikes, statutory provisions, disruptions within the control of third parties or for comparable reasons, the advertising order will be carried out at a later date as soon as the reason for the delay no longer applies. B2B MG retains its right to remuneration in the case of subsequent performance within a period that is appropriate and reasonable for the Customer following resolution of the impediment. B2B MG will inform the Customer accordingly if a delay will be more than minor.

9.) Liability on the part of B2B MG

9.1) Liability on the part of B2B MG is limited to cases of wilful conduct and gross negligence by B2B MG’s legal representatives, executives or vicarious agents. This limitation does not apply to damages caused by a breach of material contractual obligations (cardinal obligations) by B2B MG, liability under the Product Liability Act, liability resulting from fraudulent deception by one of the persons referred to above or which result from the breach of a quality guarantee assumed by B2B MG or injury to life, limb or health. This is without prejudice to the right to demand compensation in lieu of performance.

9.2) B2B MG is liable in full for all damages resulting from gross negligence or wilful misconduct. In all other cases, claims for damages shall be limited to foreseeable damages typical to the contract.

9.3) Claims for damages against B2B MG shall lapse 12 months after they arise unless they are based on a tortious or intentional act.

9.4) The limitations and exclusions of liability provided herein shall also apply to the personal liability of B2B MG’s representatives, employees and vicarious agents.

10.) Remuneration

10.1) Advertising prices are based on the then-current price list or an individually prepared offer. Any discounts that have been agreed or granted apply only with regard to the advertising quantity indicated in the order and only for a period of four weeks.

10.2) B2B MG reserves the right to change the price list. However, in the case of contracts already concluded, price changes are only effective if they have been communicated to the Customer by B2B MG at least one month prior to the placement of the advertisement and the Customer has not cancelled the order for this reason within 14 days.

10.3) In cases where a framework agreement has been concluded, discounts granted by B2B MG take advertising orders placed by and paid for by a Customer within a 12-month period (“framework year”) into account. Discounts cannot be applied retroactively to previously placed orders. Similarly, orders placed during the framework year but only executed thereafter will not be considered. The Customer will be subject to a recovery charge in cases where B2B MG has granted excessive discounts during a framework year under consideration of the total volume of advertising placements. A new framework year commences at the end of each respective framework year.

10.4) The ad server/LDS used by B2B MG shall be the sole means of billing for ad impressions, clicks, lead volumes, etc.

11.) Payment terms/Default

11.1) Please refer to the contract form on which your order is based for the terms of payment. In the event of default or deferral of payment, interest on arrears shall be charged at a rate of 8% above the base interest rate, unless the Customer is able to show that B2B MG has incurred lower damages. This is without prejudice to compensation for additional damages.

11.2) In the event of default in payment, B2B MG is entitled to invoice current and all other advertising orders booked by the Customer in full and to make the placement of further advertising orders dependent on payment of the entire invoice amount. In such cases, earlier payment terms to the contrary shall not apply.

12.) Cancellation/Termination

Advertising orders that have been accepted, and are thus legally binding, are generally subject to the cancellation periods set out in the respective I/O. The following provision applies if no cancellation deadlines and/or cancellation fees are specified:

  • 14–7 days before campaign launch: 25% cancellation fee based on the total contract value
  • 6–1 day(s) before campaign launch: 50% cancellation fee based on the total contract value

Once a campaign has started, it can no longer be cancelled.

13.) Assignment/Set-off/Retention

13.1) A Customer may only assign claims arising under an advertising contract with the prior written consent of B2B MG. A Customer may only offset claims against B2B MG if they are undisputed or have been finally determined by a court.

13.2) A Customer is only permitted to assert rights of retention if B2B MG’s claim to payment and the Customer’s claim are based on the same legal relationship.

14.) Final provisions

14.1) The place of performance and exclusive place of jurisdiction for all disputes arising under, and in connection with, advertising orders is Nuremberg.

14.2) German law applies exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.3) There are no verbal agreements. Any changes or additions to these Terms and Conditions must be in writing to be effective. This also applies to any waiver of this written form requirement.

14.4) Email and faxes are also permitted to the extent that the written form is required in this contract.

Update 04.06.2014