Terms and Conditions
Advertising material in printed matter, online portals and apps
1. Scope, definitions
1.1 These General Terms and Conditions – advertising materials in printed matter, online portals and apps (hereinafter referred to as “Terms and Conditions”) apply to all communication & Wirtschaft GmbH, Baumschulenweg 28, 26127 Oldenburg, (hereinafter referred to as “publisher”) and advertisers or other advertisers (hereinafter referred to as “client”), as well as additions, extensions and modifications to contracts regarding the publication and/or making available of one or more Advertisements, supplements and/or other advertising materials (all hereinafter referred to as “advertising materials”) in magazines and other publications and/or online portals as well as apps (applications for mobile devices) from the publisher. All such agreements, supplements, extensions and modifications are hereinafter referred to collectively as the “Agreement”.1.2 A declaration of intent aimed at concluding the contract is hereinafter referred to as a “performance contract”.
1.3 “Entrepreneur” is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
1.4 Conflicting general terms and conditions of clients do not apply unless they are expressly accepted by the publisher in writing. They also do not apply if they do not or only partially contradict the publisher’s general terms and conditions.
2. Conclusion of the contract / assignment
2. 1 The client issues a binding service order using the order form provided for this purpose (printed or electronic), telephone sales or a corresponding distribution channel provided by the publisher (all collectively referred to below as the “order form”).2.2 With his order, the client assures that he is an entrepreneur (see paragraph 1.4). Furthermore, the client is obliged to provide truthful and complete information about the data collected when placing the order.
2.3 The service order is deemed to have been accepted if it has not been rejected by the publisher within four weeks of receipt of the service order. In the event of prior provision of the service (e.g. online placement/appearance of the advertising material), prior sending of a proof by the publisher or other confirmation of the service order by the publisher, the service order is deemed to have been accepted by the publisher upon the occurrence of the respective event.
2.4 Print documents and other items sent will only be returned to the client after prior agreement and only upon request. The publisher is not obliged to store the data in this respect.
2.5 If the client is an agency, the contract is concluded with the agency in case of doubt. Such orders may only relate to one customer of the agency and may not contain advertising from other agency customers. 2.6 If the client places his order via an online order form from the publisher, the client can correct his entries before sending the order form using the technical means provided on the form page and using the usual functions of his internet browser and keyboard/mouse. By clicking on the contract conclusion button, the client places a binding order; Input errors can no longer be corrected afterwards.
2.7 The client is only permitted to transfer the service to third parties – with the exception of the scope of § 354a HGB – with the prior written consent of the publisher.
3. Subject of the contract/execution
3.1 The publisher will place, make accessible and/or the data, texts, images, videos and other information and objects (hereinafter collectively referred to as “materials”) provided by the client for publication and/or distribution and/or access in accordance with the agreement to the agreed extent pass along. The publisher guarantees the usual print/publication quality for the selected title/online portal within the scope of the possibilities provided by the materials.3.2 Unless expressly agreed otherwise, the publisher decides on the placement of the advertising material at its own discretion. Furthermore, the publisher reserves the right to place the service at a different location and/or publish it in another modified manner for technical, legal and/or organizational reasons, provided this is reasonable for the client and in particular it is ensured that the redesign no significant influence is exerted on the advertising effect of the client’s advertising material.
3.3 If no agreements have been made regarding the size or other design of the advertising material, the service will be provided in the usual manner depending on the type of advertising material and the selected title/online portal.
3.4 Unless otherwise agreed, agreed advertising materials must be accessed for publication within one year of the conclusion of the contract. If it is agreed to call up several advertising materials, the advertising materials must be called up within one year of the appearance of the first advertising material – unless otherwise agreed – provided that the first advertising material is called up within the period specified in sentence 1.
3.5 Physical corrections/proofs/approval prints will only be delivered if expressly agreed. The sent deduction is deemed to have been received by the client two days after dispatch. If the client does not return the proof/proof/release copy/printout within a reasonable period of time, his approval for printing is deemed to have been granted, which will be pointed out to him when the proof/release copy is sent.
3.6 The client ensures that he always acknowledges and checks requests for approval from the publisher regarding the advertising material content via the agreed communication channel(s) (usually by email, post or telephone) in a timely manner, at the latest within ten working days can respond to this immediately. The client will inform the publisher in good time of periods in which such a timely response is not possible (e.g. due to company holidays).
3.7 No later than ten working days after notification of content intended to be published/made available, the client will either send the publisher a written notification of the release or object to the publication/make available, stating the reasons against publication/make available.
3.8 If neither a release nor an objection is made by the client within ten working days of notification of content intended to be published/made available, the content communicated by the publisher is deemed to have been released for publication/made accessible. The publisher will inform the client of this release effect in the notification.
3.9 If the service has work performance elements, the service is deemed to have been accepted upon release. The client may not refuse (partial) acceptance due to insignificant defects and/or deviations.
3.10 The client must bear the costs for the production of ordered printing documents as well as for significant changes to the originally agreed design requested or for which the client is responsible.
3.11 Advertising material which, as agreed, is to be published exclusively in certain editions or in certain places of a publication must be received by the publisher in sufficient time before the published advertising deadline so that the publisher can, if necessary, notify the client before the advertising deadline that it has not been considered as desired.
3.12 Classified advertising materials are printed in the respective category without the need for an express agreement.
3.13 The publisher reserves the right to reject orders – including individual requests as part of a contract – due to the content, origin or technical form in accordance with the publisher’s uniform, objectively justified principles if their content violates laws or official regulations or their publication/ Making it accessible is unreasonable for the publisher. This also applies to orders placed with branches, acceptance points or representatives.
3.14 Advertisements, supplements, bound inserts and paste-ups and other advertising materials which, due to their format or presentation, give the reader/user the impression that they are part of the newspaper, magazine or other editorial content or which contain third-party advertisements are not permitted.
3.15 If an order is rejected in accordance with the two paragraphs above – which the publisher is entitled but not obliged to do – the publisher will immediately inform the client.
3.16 Contracts for inserts, bound-through inserts, pasted-in inserts or other special technical forms only become binding for the publisher after a corresponding sample has been submitted and approved by the publisher.
3.17 The publisher is entitled to mark advertising materials that are not recognizable as advertising due to their design with the word “advertisement/portrait”. The obligation to check the legal admissibility of the advertising material and its design remains the responsibility of the client (see paragraphs 7.3 and 7.4).
3.18 Industry protection and exclusion of competition for the client are not agreed.
3.19 In the case of coded advertisements, the publisher applies the care of a prudent businessman to ensure the safekeeping and timely distribution of the offers. Registered letters and express letters on coded advertisements are only forwarded via normal postal channels. Receipts on cipher advertisements are retained for four weeks. Letters that are not collected within this period will be destroyed. The publisher sends back valuable documents without being obliged to do so. Under individual contracts, the publisher can be granted the right as a representative to open the incoming offers on behalf of and in the declared interest of the client. Letters that exceed the permitted DIN A4 format (weight 500 g), as well as goods, books, catalogs and parcels are excluded from forwarding and will not be accepted. Receipt and forwarding can, however, be agreed in exceptional cases if the client assumes the resulting fees/costs.
3.20 If the service includes an access analysis (success assessment) according to the contractual agreements, the publisher will arrange for an access analysis to be carried out by a third party provider (usually Google Analytics or Piwik) to the agreed extent and provide it to the client to the agreed extent (usually at the end of the term via email) an assessment of the success of the advertising medium based on the analysis results of the third-party provider is available.
3.21 If a service order is not fulfilled due to circumstances for which the publisher is not responsible, the client must, without prejudice to any other legal obligations, reimburse the publisher 40% of the insertion price as a cancellation fee. The client reserves the right to prove that no or only minor damage has occurred. The refund will not apply if the non-fulfillment is due to force majeure within the publisher’s area of risk.
3.22 The publisher is always entitled to have the service provided or parts thereof carried out by other companies in the Schlütersche Mediengruppe and/or other subcontractors and/or persons (all hereinafter referred to as “vicarious agents”). This also applies if only the publisher is named as the provider within the scope of these general terms and conditions or other contractual documents.
4. Denial of performance/suspension of performance
4.1 The publisher is entitled, but not obliged, to refuse the use, integration, publication and/or making available of materials, insofar as:4.1.1. technical reasons conflict and/or
4.1.2. Materials or their contents violate legal regulations, common decency and/or the rights of third parties and/or are likely to seriously endanger children or young people’s morals or impair their well-being. In particular, materials may not i. S.d. § 131 StGB incite racial hatred, glorify or trivialize war and/or violence, sexually offensive or otherwise derogatory, defamatory, offensive, erotic and/or i. S.d. § 184 StGB contain pornographic content and/or refer to corresponding offers and/or
4.1.3. the client violates his obligation under paragraphs 7.3 and/or 7.4.
4.2 If the publisher only becomes aware of the existence of a violation mentioned in paragraph 4.1 after implementation or use, the publisher is entitled, without further substantive examination, to delete the affected content or suspend the affected service until an amicable agreement between the parties in this regard or the legal situation is otherwise clarified.
4.3 The contractor cannot assert any claims for reimbursement, damages or other claims or rights against the publisher as a result of the processes mentioned in the two paragraphs above. In these cases, the client is still obliged to pay the contractual remuneration. However, he can terminate the contract extraordinarily with a notice period of two weeks.
5. Portal access for the provision of content
5.1 If the publisher provides a user ID and/or a password for access to the publisher’s portal for the provision of content, the client is obliged to treat this data confidentially and not to disclose it to any third parties.5.2 The client is responsible for every use of the portal that is carried out using his user ID and password. He must ensure that his user ID and password are protected from unauthorized use. If the client notices or suspects misuse of his access data, he undertakes to notify the publisher immediately.
6. Granting of rights of use
6.1 To the extent that the publisher or third parties are entitled to or accrue copyrights, ancillary copyrights or other rights as a result of or in connection with the service, any results of the service or parts thereof, the publisher grants the client upon receipt of full payment – in the case of the commissioning within the framework of a contract Online package upon receipt of the package price – all usage rights to the service required for the contractual use. If the client defaults on payment, these rights of use are suspended.6.2 Any transfer of service content designed by the publisher to third parties as well as any other use by the client that goes beyond the contractual use is prohibited.
7. Guarantee / obligations to cooperate / liability of the client
7.1 The client is responsible for the content of the advertising materials, materials delivered and all information provided as well as their suitability for the intended use, their correctness of content, their timeliness and the legal permissibility of use. He warrants that he has all rights necessary for the service with regard to all materials delivered and/or released by him.7.2 The client is responsible for the timely delivery of the advertising text and flawless print documents or inserts. The publisher will immediately request a replacement for print documents that are visibly unsuitable or damaged.
7.3 It is solely the responsibility of the client to decide on his own initiative about competition, trademark, copyright, name, personal rights and other legal questions as well as any mandatory information (price information, advertising labels, etc.) – if possible before the service order is issued clarify and ensure that materials, supplements and/or released content and/or other designs and/or publications initiated by the client are traffic-safe in every respect, comply with all legal and/or official regulations and technical and/or other regulations comply with standards and do not violate the rights of third parties, supplements and advertised items/services are fully capable of being sold, distributed and marketed and can be distributed, published and passed on by the publisher. If value-added telephone numbers are published in advertising material, the client undertakes to comply with and publish the mandatory information on prices in accordance with the TKG.
7.4 The client undertakes not to deliver any materials that contain content that violates legal regulations, common decency and/or the rights of third parties and/or is likely to seriously endanger children or young people’s morals or impair their well-being. In particular, materials or other data provided for use may not be i. S.d. § 131 StGB incite racial hatred, glorify or trivialize war and/or violence, sexually offensive or otherwise derogatory, defamatory, offensive, erotic and/or i. S.d. § 184 StGB contain pornographic content. Likewise, the materials may not contain any links or domains that contain or refer to content of the above type.
7.5 To the extent that the client or third parties are entitled to or accrue copyrights, ancillary copyrights or other rights with regard to the materials, the released content, any service results of the publisher or parts thereof, the client grants the publisher, its affiliated companies and all those associated with the provision of the service to the extent necessary for the provision of the service, the vicarious agents involved irrevocably assign the further transferable rights of use, ancillary copyrights and other rights or powers with regard to the materials, all services and their results, which are unlimited in terms of content, time and space. This granting of rights of use entitles the publisher, its affiliated companies and its vicarious agents to use all technical processes that are already known today or will become known in the future, and in particular includes the right to reproduce, distribute, transmit, modify, edit and combine with other works and media and applies equally to the evaluation of parts of the publisher’s services and their results.
7.6 In the event of claims by third parties who claim that the contractual use of materials and/or released content provided by the client and/or other designs and/or publications initiated by the client violate the rights of third parties, the client alone is liable.
7.7 The client shall, upon first request, indemnify the publisher against all related claims and the costs of the necessary legal defense. Furthermore, the client undertakes to support the publisher to the best of his ability with all necessary information and documents in the legal defense against third parties.
8. Contract term/termination
8.1 The term of the contract results from the contractual agreement. In the absence of an agreement on the start of the contract term, the term of the contract begins with the start of the service, about which the publisher will inform the client.8.2 The publisher is particularly entitled to terminate the contract without notice if:
8.2.1. the client violates legal prohibitions or otherwise violates his obligations under paragraphs 7.3 and 7.4,
8.2.2. the client does not pay the agreed remuneration despite a reminder,
8.2.3. Before the publisher receives full payment, the opening of insolvency proceedings against the client’s assets is rejected due to a lack of assets,
8.2.4. before the publisher receives full payment, reasonable doubts arise about the client’s creditworthiness, in particular if insolvency or debt settlement proceedings are filed or opened against the client’s assets, or
8.2.5. a fundamental change in legal or technical standards that cannot currently be foreseen or other circumstances occur that make it unreasonable for the publisher to provide the contractual service.
8.3 In the cases of 8.2.1 to 8.2.4, the publisher is entitled to demand the agreed remuneration. However, he must take into account what he saves in expenses as a result of the termination of the contract or what he acquires or maliciously fails to acquire through other use of his labor. The client is advised that the majority of the publisher’s services and expenses are provided up to the time of publication, which is why the credit items in the event of termination after publication are usually minimal.
8.4 In the case of 8.2.5, the client must pay the full remuneration for services provided by the publisher up to the time of termination.
8.5 After the end of the contract, the publisher is entitled to delete all materials and service content.
8.6 If the client terminates or if the contract is canceled at the client’s request with the consent of the provider, the provider’s claim to remuneration remains unaffected; However, the provider must take into account what he saves in expenses as a result of the cancellation of the contract or what he acquires or maliciously fails to acquire through other use of his labor. Given that the significant part of the service and expenses are provided by the provider before and/or during the initial phase of the service period, the contracting parties agree that, contrary to Section 648 Paragraph 3 of the German Civil Code (BGB), it is assumed that the provider is entitled to 60 % of the agreed remuneration attributable to the part of the work that has not yet been performed. The contracting parties are permitted to provide evidence of higher or lower expenses saved or of other acquisitions or other acquisitions that were maliciously omitted.
9. Liability of the publisher / elimination of defects
9.1 If the service is completely or partially illegible, incorrect or incomplete, the client is entitled to rectification. If the repair fails three times, the client has the right to either reduce the price (reduction) or withdraw. The reduction occurs to the extent that the purpose of the service was impaired (maximum to the amount of the price of the affected part of the service). Further claims are excluded.9.2 If the service is provided using software, the client is aware that software can never be created completely error-free. In particular, a faulty service does not exist if a faulty representation of the service is caused by the use of unsuitable display software and hardware (e.g. browser) or by disruption of the communication networks of other operators, or by a computer failure at third parties (e.g. other providers ), through incomplete and/or not updated offers on so-called proxies (caching), or through a failure of the ad server that does not last longer than 24 hours (continuous or cumulative) within 30 days after the start of the contractually agreed publication date. If the ad server fails for a significant period of time as part of a fixed booking, the client is no longer obliged to pay for the period of the failure. Further claims are excluded.
9.3 If there are obvious errors, notices of defects must be reported to the publisher in writing within 30 days of publication. If notification is not made in a timely manner, any claims are excluded. The limitation period for all claims, including claims for damages, is three months for obvious defects.
9.4 If the service fails or is delayed for reasons for which the publisher is not responsible, in particular due to force majeure, strikes, changes in legal regulations, disruptions for which third parties are responsible (e.g. technical problems of platform operators, providers or network operators) or for comparable reasons, the service will be made up if possible. If the problem is rectified within an appropriate and reasonable time after the disruption has been eliminated, the publisher’s claim to compensation remains valid. If performance is impossible due to the aforementioned circumstances, the publisher is released from its obligation to perform. This leaves the publisher’s contractual claims unaffected. If the hindrance lasts longer than two months, the client is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled.
9.5 If the publisher is culpably in arrears with the service and the client is an entrepreneur or a corporation under public law, the client can – provided he credibly demonstrates that he has suffered damage as a result – compensation for the damage caused by the delay for each completed week of the period Default of 0.5% each, but a maximum of 5% in total of the price for the part of the services affected by the default. The client, who is an entrepreneur or a corporation under public law, is only entitled to further claims due to culpable delay in cases of intent, gross negligence or if a fixed transaction has been agreed.
9.6 The publisher is only obliged to pay damages, regardless of the legal basis, if it, its executive employees or its vicarious agents are guilty of intent or gross negligence.
9.7 In the event of slight negligence, the publisher is only liable if it involves a breach of essential contractual obligations that endangers the purpose of the contract. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract, whose violation endangers the achievement of the purpose of the contract and whose compliance the client can regularly rely on. In this case, liability is limited to typical damages that were foreseeable at the time the contract was concluded.
9.8 The publisher is not responsible if individual employees or those of its affiliated companies or vicarious agents have simply acted negligently in the processing of mass advertising orders and the errors were not detected through necessary and reasonable control and monitoring (outliers in mass business).
9.9 The publisher assumes no liability for errors of any kind resulting from telephone transmission.
9.10 If the client is an entrepreneur, the publisher’s liability for gross negligence on the part of its vicarious agents is limited to compensation for damages resulting from the violation of essential contractual obligations. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract, whose violation endangers the achievement of the purpose of the contract and whose compliance the client can regularly rely on. Furthermore, liability is limited to compensation for typically foreseeable damage.
9.11 In the event of force majeure, all claims for damages and warranty are excluded.
9.12 The above liability limitations and limitation rules do not apply to claims under the Product Liability Act, to claims based on fraudulent concealment of a defect or lack of a guaranteed feature, or to claims arising from injury to body, life or health. To the extent that liability is excluded or limited, this also applies to the personal liability of the publisher’s legal representatives, executives and other vicarious agents.
10. Changes to general terms and conditions, service conditions and/or prices
10.1 The publisher is entitled to change general terms and conditions, service conditions and/or prices with a reasonable notice period, provided that the change is reasonable for the client, taking into account the interests of the publisher. The publisher will inform the client of the changes in text form (e-mail or, if necessary, another agreed communication channel) or in writing.10.2 The publisher also reserves the right to change the terms and conditions,
10.2.1. if the change is only beneficial for the client;
10.2.2. if the change is purely technical or procedural, unless it has a significant impact on the client;
10.2.3. if the publisher is obliged to ensure that the General Terms and Conditions comply with applicable law, especially if the applicable legal situation changes;
10.2.4. if the publisher thereby complies with a court judgment or an official decision directed against the publisher; or
10.2.5. if the publisher introduces additional, completely new products, services or product/service elements that require a service description in the General Terms and Conditions, unless the previous service relationship is adversely changed as a result. The publisher will inform the client of any such changes to the General Terms and Conditions.
10.3 If the publisher intends to make changes to the terms and conditions, agreed service conditions and/or agreed prices that go beyond the scope described in paragraphs 10.1 and 10.2, it will notify the client of these changes at least six weeks before they come into effect in the agreed manner (e-mail, in writing or via another agreed communication channel). The changes are considered approved if the client does not lodge a written objection within two weeks of receipt of the change notification. The publisher will inform the client of this consequence in the change notification. If the client objects to changes, the publisher has the right to terminate the contract or parts of the contract affected by the changes with a notice period of two months by extraordinary termination; The publisher must exercise this special right of termination within one month of the client’s objection.
11. Payments / Offsetting / Retention
11.1 The price of the service is based on the publisher’s current price list.11.2 If the client does not make advance payment, the invoice will be sent within 14 days of publication of the advertising material. The invoice must be paid within the period stated in the price list from receipt of the invoice, unless a different payment period or advance payment has been agreed in individual cases. Any discounts for early payment will be granted according to the price list.
11.3 Unless otherwise agreed, invoice amounts must be paid without deduction no later than 14 days after the invoice date.
11.4 If the client has given the publisher a direct debit authorization or a SEPA mandate after switching to the SEPA direct debit system, payment will be made by direct debit. The contracting parties agree that a pre-notification required for the SEPA direct debit procedure must be made no later than three days before the respective debit date.
11.5 The publisher, at its own discretion, sends invoices to the client by email or post. If necessary, the client agrees that the invoice will only be sent by email and agrees that in this case a paper invoice is not owed.
11.6 If agreed, the publisher will provide an advertisement receipt with the invoice. Depending on the type and scope of the advertising order, ad excerpts, document pages or complete document numbers are delivered. If a document can no longer be obtained, it will be replaced by a legally binding certificate from the publisher regarding the publication and distribution of the advertisement.
11.7 All prices are net plus VAT. The applicable rate for VAT is the rate that is valid at the end of the respective service period.
11.8 If the client is in arrears with a payment, the publisher can charge a flat reminder fee of 9.00 euros for each reminder, whereby the client is permitted to prove that the publisher has suffered no damage or significantly less damage.
11.9 Contract agents and other third parties are not authorized to accept payments on behalf of the publisher.
11.10 In the event of late payment or deferral, the publisher is entitled to charge interest and collection costs.
11.11 If the client defaults on a payment, the publisher can
11.11.1. suspend performance,
11.11.2. make all amounts agreed for the (remaining) contract term due immediately, regardless of the originally agreed payment terms and
11.11.3. make the further provision of services dependent on the settlement of all outstanding amounts.
Paragraphs 11.11.2 and 11.11.3 apply accordingly if, before the publisher has received full payment, the opening of insolvency proceedings against the client’s assets is rejected due to a lack of assets or if there are objectively justified doubts about the client’s solvency for other reasons.
11.12 The client is only entitled to offset and/or retention, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. A consumer’s claims for repayment after revocation of the contract remain unaffected.
11.13 The client is only authorized to exercise a right of retention to the extent that counterclaims from the same contractual relationship exist against the publisher.
12. Privacy Policy
12.1 The publisher is entitled to process personal data to the extent necessary to provide the service.12.2 Insofar as the publisher processes personal data on behalf of the client as agreed (“order processing”), as a supplement to all agreements existing between the contracting parties on the occasion of which the publisher, its vicarious agents or other persons and subcontractors commissioned by it come into contact with personal data Within the meaning of the data protection laws, the publisher’s order processing regulations relating to the respective products and services are included, which can be viewed and accessed at schluetersche.de/agb.
13. Alternative Dispute Resolution
13.1 The European Commission provides a platform for out-of-court online dispute resolution (OS platform), which can be accessed at www.ec.europa.eu/consumers/odr. Our email address is: info@schluetersche.de.13.2 The publisher is neither obliged nor willing to take part in dispute resolution proceedings before a consumer arbitration board.
14. Miscellaneous
14.1 The place of jurisdiction for all disputes arising from the concluded contract is Hanover if the client is a merchant, a legal entity under public law or a special fund under public law. This also applies if the client does not have a general place of jurisdiction in Germany or his place of residence is unknown or abroad.14.2 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of international private law.
14.3 If one or more of the regulations made in these General Terms and Conditions are or become ineffective, the effectiveness of the remaining regulations remains unaffected. The statutory provisions shall replace the invalid provision unless the parties reach an agreement that achieves the purpose intended by the invalid provision.
As of: August 2023
