Terms and Conditions
The advertising partner contract concluded shall be executed exclusively on the basis of and in recognition of our terms and conditions of business listed below, which shall apply solely to both contracting parties. The conditions are legally binding contractual bases between the client (hereinafter referred to as the client) and the contractor (hereinafter referred to as the contractor). The purpose of the advertising contract and the following General Terms and Conditions is the presentation and, if applicable, the design of an advertising space for the Client on an Internet advertising platform offered by Netfina AG. It does not contain any guarantees or promises of advertising success.
advertising presentation/modifiable type/guarantee
- A) Advertising presentations in the sense of this contract are internet presentations of the CL on one of the advertising platforms (advertising media) for traders offered by the CO, which are partly or generally linked to each other. The aim is the joint exchange of trade between traders and their regional networking.
- B) Should this be necessary to maintain the advertising medium (Internet platform), the Contractor shall be expressly entitled at any time, whether for reasons of updating the advertising medium, restructuring measures, instructions from the Provider, official or other reasons, to change the advertising medium in its type, including the operating system, i.e. to change the advertising medium as a whole. Equivalence, which is solely at the discretion of the Contractor, is guaranteed. The changes shall therefore not justify any suspension of payment, reduction in payment or premature termination of the contract and shall not be recognised as a complaint.
- C) Neither the advertising order per se nor the Contractor promise or assume any guarantees for the advertising success, so this is accordingly in no way decisive for all other contractual agreements made. 2 Acceptance of order / rejection / presentation / claims for damages
- A) The Client shall receive written confirmation from the Contractor in the form of an invoice confirming acceptance of the order and its execution. The CL may object to deviating data within 7 days of receipt in writing (registered letter/ fax with corresponding obligation to provide proof), otherwise they shall be deemed to have been approved.
- B) The Contractor shall also be entitled, without stating reasons, to change or, if necessary, reject orders for advertising presentations before or also during the term due to the content, the origin or their technical/data-technical form at its own discretion. Such reasons and those listed below shall entitle the Contractor to terminate contracts without notice at any time. This shall apply in particular if the insertion of the advertising has become unreasonable for the Contractor or its content violates business principles of the Contractor or one of its contractual partners. This shall also include attempts to reach an agreement that have failed at least twice, e.g. in the event of complaints by the Client of any kind that are not justified in the opinion of the Contractor, non-compliance with payment deadlines by the Client or if contracts, laws, official regulations or moral principles no longer permit the advertising presentation.
- C) No compensation shall be paid under any circumstances for the presentation period that has already expired. Payments made in advance by the client cannot be refunded.
- D) Any claims for damages/ compensation of any kind against the contractor shall also be deemed expressly not agreed here, as well as for the entire contractual relationship and beyond.
exclusion of competitors The exclusion of competitors is not guaranteed. The Contractor shall attempt to distribute areas of competing products / companies and not to place them directly behind, above or next to each other. It shall be at the Contractor’s discretion whether an exclusion of competitors can be agreed in return for a surcharge payment of 50% on the standard price according to the currently valid price list. Placement regulations shall not be accepted but shall be taken into account as far as possible.
Special services are to be agreed individually and in writing and will be charged accordingly and are due with the first invoice.
terms of payment
In principle, the agreed payment shall be debited from the Client’s account by direct debit order or bank transfer, for the first time one week before commissioning of the advertising medium. If applicable, all further payments shall be due in accordance with the payment agreement on the further calculated day of commissioning. In the event of late payment, interest on arrears shall be charged at a rate of 5% above the base interest rate. Any return debit note charges incurred plus a one-off processing fee of € 10.00 will always be reclaimed. In the event of late payment, a collection agency will be commissioned with the collection of the claim at the expense of the Client after expiry of the payment deadline from the 1st payment reminder. In this case, the total amount is due for payment immediately. In the event of persistent default of payment, the Contractor may interrupt the advertising presentation until proper settlement of payment. Such an interruption of the advertising presentation shall not release the Client from his contractual performance obligation arising from the original term of the contract and shall not shorten this term. The contractor reserves the right to terminate the advertising contract without notice. In this case, however, the Contractor shall still be entitled to at least 50% of the sum from the original remaining term of the contract.
assignment of claims / data storage / use of presentations
- A) The Contractor shall be entitled at any time to assign all claims against the Client arising from advertising contracts to third parties, such as lawyers, banks or collection agencies. B) The Client expressly agrees to the data processing and storage necessary for this purpose and for the fulfilment of the contract.
- C) Only if the Client expressly objects in writing to the use of its advertising materials, its images, its advertising texts or its completed presentation slide may the Contractor not use these for demonstration purposes or advertising purposes with, for and vis-à-vis third parties. advertising materials / deadlines / standard production / correction releases
- A) If the CP is unable to integrate an advertising space, or is unable to do so on time or only partially, because the necessary advertising data or documents were not supplied on time (including by third parties) or if the CP fails to carry out the integration due to the Client’s failure to comply with payment agreements, this shall not release the Client from its payment obligations or entitle the Client to claim damages from the CP. This shall also apply if, as a result of this, no presentation on the advertising medium took place or could take place in the first place.
- B) The Client alone shall be responsible for the punctual sending of advertising data/documents for the production of an advertising space, as well as, if agreed accordingly, for the sending of a finished presentation to the Contractor in accordance with the Contractor’s current media data or written notifications of changes to an already published presentation. Necessary data and documents must be received by the contractor no later than 14 days after conclusion of the contract.
- C) Otherwise, the Contractor may, at its own discretion, create a standard advertisement of any design with the exclusive details such as the company name, name, location and telephone number of the listed Client, integrate this on the advertising medium and immediately invoice it in accordance with the current price list.
- D) A correction approval shall not be considered necessary and not agreed in the case of such broadcast standard advertising, since the Contractor shall insert a corresponding advertising space into the advertising medium as quickly as possible after correction approval by the Client if the agreed documents are available. Any necessary correction approval must always be given by the Client to the Contractor in writing, except in the case of the insertion of the standard advertising listed above. The Contractor shall not assume any liability for data, documents, images, brochures or similar provided when these are requested by the Contractor, its employees or partner companies. In particular, the Contractor cannot be held liable for damage, loss or undesired use by third parties.
commencement of contract / delays
In principle, the day of commissioning of the advertising medium shall be deemed to be the agreed start of the contract. The client shall be informed in writing 14 days in advance of the commissioning of the advertising medium. The actual contract period as well as all other contract conditions shall apply from this day. Even a delay in commissioning of up to 3 months shall only affect the advertising order insofar as it begins in its originally agreed form at a later date.
complaints / claims for compensation / alteration of the advertising space
- A) Complaints due to missing or wrong type of advertising presentation must be made before or during the term of the contract. Later complaints shall not be recognised and shall not entitle the Client to claims for compensation, discontinuation or reduction of the agreed payments, either during or after the term of the contract. Prior to incorporation into the respective advertising medium, written correction approval must be obtained from the Client, with the exception of standard advertising. Complaints or requests for changes made after approval of corrections will only be carried out against payment of an appropriate charge.
- B) If presentation areas are not displayed, in particular due to technical defects, even if this is the responsibility of third parties, this shall not entitle the Client to suspend payment or to reduce payment or to claim damages from the Contractor. Only in the event of a failure rate of the advertising system of more than 15% per month to be proven by the Client (in case of doubt, proof of picture in digital or print form) shall the Client be reimbursed for the lost advertising time in the form of a pro rata refund in euros – after the official end of the contract. The written notice (notice of defects) and – in case of doubt – corresponding proof, e.g. in the form of a photo, screenshot or video of the advertising system, also in case of complaints of any kind regarding content, must be sent to the Contractor in writing within a period of 3 days after the relevant point in time (time of determination). In any case, the Contractor shall have a corresponding – legally regulated – right of rectification. If the Contractor is not notified in writing within the time limit, claims shall be excluded and all claims for complaint shall be forfeited beyond the 8th day. As a matter of principle, system defects reported to the Contractor shall be rectified by a technician within 3 – 7 working days.
- C) The non-execution, interruption or premature termination of the advertising order, as a result of official requirements, other contracts with third parties or for other reasons for which the contractor is directly or not directly responsible, shall remain reserved. It is agreed that claims for damages, reductions in payment, cessation of payment or premature termination of the contract of any kind are excluded.
10 General liability / competition, / trademark, / protection and licensing rights
- A) Liability for slight negligence on the part of the Contractor, its legal representative and a vicarious agent shall be excluded as a matter of principle. In the event of intent or gross negligence, liability shall be governed by the statutory provisions. No liability shall be assumed for coincidence or force majeure. All liability or damage claims of any kind against the Contractor for the incorrect display of an advertising space shall be excluded as a matter of principle.
- B) The Contractor shall also assume no liability whatsoever for the possible infringement of copyrights, licensing rights, trademark rights or property rights of third parties after correction approval by the Client. The Client shall be solely liable for the content of the advertising space. Unless otherwise confirmed in writing by the contractor, it shall be the exclusive responsibility of the client to clarify competition, trademark, copyright or name-law issues before approving the correction of an advertising space.
By sending advertising materials alone, but at the latest by approving the correction of the presentation images, the Client automatically confirms to the Contractor or third party agents of the Contractor that it has obtained all rights of use. In other words, the Client confirms that it has fulfilled its duty of care towards the aforementioned third parties, such as trademark owners, etc., and that it has acted in accordance with the statutory or other applicable regulations in this area. In the event of claims being made by third parties, the Client shall be solely liable and undertakes to indemnify the Contractor against all claims made by third parties, or shall thus indemnify the Contractor from the outset.
11 Termination / Periods of notice / Right of cancellation
- A) 36-month contracts shall end automatically. Contract periods agreed otherwise must be terminated by one of the two contracting parties in writing by registered letter no later than 4 weeks before the agreed end of the contract according to the invoice/order confirmation or announcement of the commissioning of the advertising medium, otherwise they shall always be automatically extended by/to a further year. In case of doubt, proof of delivery must always be provided by the terminating party. The agreed terms are deemed to be fixed, non-cancellable basic terms. The agreed method of payment shall not affect the term or the notice periods.
- B) As a rule, the Contractor shall only perform orders for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Only in the event that the Client is a consumer within the meaning of § 13 BGB shall the Client be entitled to a right of revocation governed by § 312 BGB. For orders or contracts which the Principal or his authorised representative places or concludes with the Contractor for or in his capacity as an entrepreneur or trader, this right of withdrawal, furthermore a right of revocation, cancellation or premature termination shall be expressly agreed as excluded.
bonus / credit note / reimbursement
In the common interest of the Principal and the Contractor in the growth of the advertising platform, the Principal shall receive a bonus payment of 400 euros per trader acquired in the event of a recommendation leading to a successful advertising contract. This can be credited to the next advertising period or paid out to the advertiser as a bonus payment.