The general business terms of the B2B Media Group GmbH / B2B Media Group EMEA GmbH
1.) Promotional order/validity in the Multi Channel Ad Network
1.1) B2B Media Group GmbH / B2B Media Group EMEA GmbH (in the following “B2B MG”) markets internet-advertising spaces, databases, and further channels of the B2B MG and its partners. “Promotional order” for the purpose of the subsequent general business terms (AGB) means any contract between an advertiser (in the following “client”) and B2B MG on the set-up of one or more advertising material in the Multi Channel Ad Network of the B2B MG and its partners.
1.2) The promotional order exclusively applies to these AGB, the price list, and possible discount classifications by the B2B MG. Deviating AGB of a client are explicitly excluded unless they are explicitly agreed on or in line with these AGB.
1.3) B2B Media Group is entitled to modify the current AGB at any time. B2B is to inform its clients on possible modifications timely. The modification is regarded as accepted by the client when they do not enter an objection within 4 weeks.
2.) Advertising material
2.1) Advertising materials for the purpose of these AGB are any elements and materials deployed for advertising. Advertising materials may expressively consist of pictures, texts, tonogenics, or moving images, likewise of sensitive surfaces, making a connection to further sites in the range of the client or third parties by clicking on, through an online address, mentioned by the client. Advertising materials may also consist of several of the mentioned elements.
2.2) The set-up of advertising materials is basically in line with formats accounted on the price list. Special formats are possible in individual cases after having consulted B2B MG for the purpose of verification.
3.) Contract formation
3.1) Basically, provided offers by B2B MG are mandatory over the defined period. Change- and special requests by the client may alter the price calculation. Over here, B2B MG has both to inform the client timely and obtain their approval before passing on and processing the order. Additional charges, originating in the subsequent alteration of the definitive relationships after proposal submittal and contract formation as to ameliorations with suppliers or special requests by the client, are to be additionally refunded by the client. Additional charges, originating in time constraints, enhanced quality expectations, or the necessary change of supplier/producer, are also to be additionally refunded by the client. The information in the media data is optimally ascertained. It is, however, only approximate and non-binding.
3.2) An insertion order (I/O) comes into existence, if the client`s order is accepted in writing by B2B MG, usually by an order confirmation, or if the service has partially been performed.
3.3) If an order is placed by an agency, in case of doubt, the contract will come into existence between this agency and B2B MG. B2B MG is entitled to call for a substitute certificate.
3.4) Advertising for goods and services by several advertisers within one advertising presence (banner, popup, etc) are to be ordered by an additional agreement with B2B. The above-mentioned conditions for the contract formation are correspondingly valid.
4.1) Advertising materials are to be delivered by the client in time with due regard to the technical requirements given by B2B.The delivery has to take place 5 workdays before the agreed deadline at the latest. In case of a delayed delivery of the advertising material, a due and punctual set-up is not warranted any more. Possible claims by the client as to refund reduction due to delayed fulfillment are impossible in this case.
4.2) Has a contract on an advertising material been concluded, the advertising material is to be called off for set-up within one year after the contract formation.
4.3) The obligation to storage by B2B MG expires three months after the last set-up.
4.4) The client is not allowed to place cookies on sites marketed by B2B.
4.5) The client transfers the advertising material that they deliver free of faulty software like viruses and Trojans. They are obliged to deploy software for the purposes of verification, corresponding to the state of play. If a delivered advertising material nevertheless contains defective software, B2B is entitled to immediately delete the affected advertising material without having informed the client beforehand.
4.6) Lead generating in general: Leads are always delivered to the client with a single Opt-In. Other agreements have to be noted in written on the respective IO. The client is obliged, after having received the addresses (Leads), to immediately check them on quality and completeness. Complaints as to the leads can be brought to notice only until 14 days after delivery.
4.7) Lead generating for webcasts: Has a firmly booked number of Leads for a live webcast not been achieved until the projected maturity date, the client is obliged to provide B2B MG with one to three Whitepapers, over which the receivable Leads are generated for the client.
4.8) Lead generating for webcasts: The lead time for advertising webcasts accounts for at least six weeks.
5.) Rejection warranty
5.1) B2B MG is entitled to reject and block single advertising materials and single processing requests in the context of a contract formation, if their content breaks the law or if the German Werberat has already made complaints about it in the context of an appeal procedure. The same accounts for the case of technical and contentual unacceptability for B2B.
5.2) B2B MG is also entitled to withdraw already released advertising materials, if the client subsequently makes modifications leading to violations according to article 1. The same accounts for subsequent modifications of the advertising material pointed to via a link within the advertising material.
6.) Warranty of title / Concession of right by the client
6.1) The client assures and warrants that they possess all required rights to set up the ordered advertising material and that they respect all current legal provisions. B2B MG is not obliged to check on the advertising materials provided by the client. The client releases B2B MG of all possible claims by third parties that may possibly make claims to the B2B regarding rights that are possibly due to them. The same accounts for possible violations of the advertising material of legal requirements and possible rights of third parties. This release also comprises the costs of a possible legal defense.
6.2) The client transfers all usage- and exploitation rights of the ordered advertising set-up not exclusively to B2B MG. These rights are to be transferred without spatial limit and entitle to the set-up by means of all kinds of internet advertising through all known or future technical procedures.
7.) Warranty of the B2B MG
7.1) The B2B MG warrants in the context of requirements an optimal rendering of the advertising material corresponding to the usual technical standard. Warranty rights do not emerge due to negligible mistakes. The client is aware that, according to the state of the art, it is not possible to ensure an entirely accurate rendering of the advertising material. A rendering mistake emerges especially not
- through the usage of an inappropriate rendering soft- and/or hardware (for instance the user`s browser or the service provider).
- through the interference of the communication network, or computer failure with other service providers.
- through incomplete or not updated offers on so called proxy servers (buffer memory) or in the local cache.
- through a failure of the ad-server, lasting no longer than 24 hours (ongoing or added up) within 30 days after the beginning of the contractually agreed set-up. In case of a failure of the ad-server in the context of a temporary firm booking, the client`s duty of payment is to be cancelled as long as the period of failure lasts. Further claims are excluded.
7.2) Is the rendering of an advertising material to a great extent defective, B2B is immediately to take an equivalent network in order to compensate possible warranty claims. If B2B allows an appropriate deadline for an equivalent network to lapse, fixed by the client, or is this equivalent network ultimately denied, the client will have the right to get a payment reduction or a rescission of the order. Hereby, the rights of the client are limited to the scale of the advertising material affected by the warranty.
7.3) Is a defective set-up caused by not evident deficiencies in the advertising material delivered by the client, the client cannot assert a claim in case of an inadequate release. The same accounts for mistakes in repeated promotional set-up, if the client does not point towards the mistake before the release of the next promotional set-up.
7.4) The client`s warranty claims expire by limitation twelve months after their emergence.
8.) Force majeure
Is a proper delivery of an order to be cancelled for reasons B2B is not responsible for, especially due to a not-at-fault computer failure, force majeure, strikes, legal requirements, disturbances from the area of accountability of third parties, or comparable reasons, the conduct is to be fetched later, as soon as the reasons for the restraint are dropped. If the delivery is fetched later (in a for the client appropriate and reasonable period of time after the removal of the failure), B2B `s claim of remuneration will remain in force. If the failure is of greater extend, B2B MG is to inform the client correspondingly.
9.) Accountability of the B2B MG
9.1) The accountability of B2B MG is limited in case of malice and an act of gross negligence by legal representatives, executive staff members or agents of the B2B MG. This limitation does not account for damages caused by violations of cardinal duties on the side of B2B, resulting from the product liability law, resulting from malicious deception on the side of the above mentioned persons, or resulting from a violation of a guarantee of quality taken over by B2B, or a violation of life, body or health. The right to demand compensation instead of delivery remains in force.
9.2) In cases of acts of gross negligence and malice, B2B MG is liable to all damages in full. Apart from that, the compensation claim is limited to foreseeable damages typical for the contract.
9.3) Compensation claims against B2B MG expire by limitation twelve months after their emergence, unless they are based on an unauthorized or deliberate action.
9.4) The regulated limitations of liability and non-liabilities also account for the personal liability of the representatives, employees, and agents of the B2B MG.
10.1) Advertising rates result from the corresponding price list or an individually-made offer, respectively. Agreed or acknowledged discounts only account for the ordered amount of ads and are limited to four weeks.
10.2) B2B MG reserves alterations of the price list for itself. For already formed contracts price alterations are only valid, if B2B has informed the client at least one month before the set-up of the advertising material, and the client has stepped back from the order within 14 days for this reason.
10.3) In case of an agreed skeleton arrangement, the discounts, granted by B2B MG, cover the promotion orders of a client that have been set up and paid within twelve months (“skeleton year“). A retroactive giving of a discount of already placed orders is impossible. Likewise, orders that have been placed within the skeleton year, but are in fact conducted afterwards. If B2B MG, with due regard to the entire set-up volume, has granted inflated discounts within one skeleton year, the client will be retroactively debited. Upon expiry of one skeleton year, a new skeleton year begins.
10.4) Determinative of the deduction of ad impressions is exclusively the ad server/LDS, deployed by B2B MG.
11.) Payment conditions and delayed payment
11.1) Billing takes place monthly and is due within 14 days after billing date. In case of payment delay or respite, default charges are charged equivalent to 8% over base rate, unless the client proves a lower damage to B2B MG. The compensation of further damages caused by delay remains unaffected.
11.2) In case of a payment delay, B2B is entitled to fully charge all current and further booked promotional orders by the client and to make conditional the set-up of further advertising material dependent upon the entire billing amount. Previous, deviant dates of payment are to be left out of consideration.
Accepted orders that are legally binding, are basically liable to the terms of cancellation fixed on the respective I/O. If no terms of cancellation or cancellation charges are given, the following rule applies:
- 14 – 7 days before the start of the campaign: 25% cancellation charges of the entire contract value.
- 6 – 1 days before the start of the campaign: 50% of the entire contract value.
After a campaign has started, it cannot be cancelled anymore.
13.1) A client’s demise of the claims of the promotional contract is only allowed with the previous, written agreement of B2B MG. The client can only charge up against B2B MG, if these claims are undisputed or determined without further legal recourse.
13.2) The raising of claims to rights of retention is only allowed, if the payment claim of the B2B MG and the claim of the client are based on the same legal relationship
14.) Closing provisions
14.1) Place of delivery and place of jurisdiction for all disputes in the context of promotional orders is Nürnberg.
14.2) It applies exclusively German law to the exclusion of UN convention on contracts for the international sale of goods.
14.3) Oral agreements do not exist. Alterations or amendments to these conditions must be in written in order to be effective. This accounts for the requirement of the written form itself.
14.4) Insofar as the written form is mandatory in this contract, email and fax are also valid.