General Terms and Conditions for Online Advertising
Service Provider: IndustryArena GmbH, Katzbergstraße 3, 40764 Langenfeld, Germany
These General Terms and Conditions for Online Advertising apply to business relations of any kind between the provider and the client. The version valid at the time the contract is concluded shall apply. We reserve the right to make changes and adjustments to the GTC. The current version can be downloaded from our website at https://en.industryarena.com/gtc .
- 1. Advertising order
- 2. Advertisement forms
- 3. Conclusion of a contract
- 4. Settlement period
- 5. Delivery of data
- 6. Right of refusal
- 7. Guarantee of rights
- 8. Provider‘s guarantee
- 9. Default
- 10. Liability
- 11. Pricelist
- 12. Default of payment
- 13. Cancellation
- 14. Placement confirmation
- 15. Data security
- 16. Place of fulfillment/Court of jurisdiction
1. Advertising order
1.1. „Advertising order“, in the sense of the following General terms and Conditions, refers to the agreement to publish one or more than one advertisement or presentation in any form in information or communication services, especially the internet, for the purposes of circulation.
1.2. The advertising order is exclusively subject to the General Terms and Conditions and price list of IndustryArena GmbH which constitute an integral part of the contract. The validity of any terms and conditions on the part of the Advertiser or other space buyer are, if these do not comply to these General Terms and conditions, expressly excluded. Orders for advertising to be published in online media and other media forms are subject to the General Terms and Conditions of the respective media.
2. Advertisement forms
2.1. An advertising form in the sense of these General Terms and Conditions can, for example, be made up of one or more of the following elements:
- a picture, with or without text, a series of musical notes with or without moving pictures (e.g. banners),
- a sensitive area which, when clicked, initiates a connection to further data at an online address given by the Advertiser, for instance that of the Advertiser (i.e. a link)
2.2. Advertisements which in form or appearance are not immediately recognisable as such, will be altered to make this clear.
3. Conclusion of a contract
3.1. The contract attains validity through confirmation in either written form or by email, subject to the provisions of individual contrary agreements. Should this confirmation not be received, then the order is deemed confirmed by the publication of the online advertisement. Orders placed orally or by telephone are also subject to these General Terms and Conditions.
3.2. In the event of doubt, orders placed by advertising agencies are a contract between the publisher and the advertising agency subject to the provisions of other written agreements. Should an advertising client become the Advertiser, then the Publisher must be advised of the name by the advertising agency. The Publisher has the right to demand proof that the client is listed by the advertising agency.
3.3. Advertising for goods or services from more than one advertising client or other advertiser within a particular advertisement (e.g. banners, pop-up ads) requires an extra contract either in written form or per email.
4. Settlement period
If the right to requisition individual advertisements is granted under the terms of a transaction, the order must be carried out within one year of the conclusion of the contract.
5. Delivery of data
5.1. The Advertiser is obliged to provide IndustryArena GmbH with correct advertising material, particularly with regard to the format or the technical specifications as designated by IndustryArena GmbH in due time before the publication date. IndustryArena GmbH will immediately request a replacement if the material is seen to be unsuitable or damaged.
5.2. Should IndustryArena GmbH store the data, without actually being obliged to do so, then this obligation will end after three months.
5.3. The Advertiser shall bear the costs charged by IndustryArena GmbH for changes to the advertising material that are either requested or justifiable.
6. Right of refusal
6.1. IndustryArena GmbH reserves the right to refuse or block advertising orders - including individual requisitions under the terms of a transaction if
- their contents violate laws or official regulations or
- the contents are liable to be objected in a complaints procedure
- the publication there of is unreasonable to the IndustryArena GmbH due to the content, the origin or the technical form.
6.2. The IndustryArena GmbH has the right to withdraw an advertising medium already published if the Advertiser himself belatedly changes the content of the advertising medium or if the data of a link is belatedly changed whereby the conditions of paragraph 1 become applicable.
7. Guarantee of rights
7.1. The Advertiser guarantees that he is in the possession of all rights necessary for the placement of an advertisement. The Advertiser holds the IndustryArena GmbH harmless within the framework of the contract from all claims by third parties which might arise through the violation of any laws. In addition the IndustryArena GmbH is released from the costs of legal defence. The Advertiser is obligated to support the IndustryArena GmbH in good faith in his defence against third parties by supplying information and documents.
7.2. The Advertiser will pass all necessary copyrights for the use of the advertisements in all forms of online media, including the internet to the IndustryArena GmbH. This includes the right of use, ancillary copyright and other rights, in particular the right to duplicate, circulate, transmit, broadcast, abstract from a database and call, both with regard to time and content, to a degree necessary for the completion of the contract. The above mentioned rights are always to be given unboundedly and authorise the Publisher to place advertisements using all forms of technical process and all known forms of online media.
8. Provider‘s guarantee
8.1. The IndustryArena GmbH guarantees, within the framework of predictable demands, a best-possible reproduction of the advertising medium in accordance with the technical standard normal at the time. The Advertiser accepts however, that according to the current state of technology, it does not always make economic sense to create a pro-gram that is entirely free of errors. The guarantee does not include circumstantial errors. An error in the depiction of the advertising medium is then circumstantial if it has been caused by
- the use of unsuitable depiction software or hardware (e.g. a browser) or
- a malfunction of the communications network belonging to other providers or other providers or by a computer breakdown caused by a breakdown of the system
- so-called proxy servers (message buffers) that are either incomplete or not up-to-date or
- a breakdown of the ad server lasting no longer than 24 hours (cumulated or continuous) within a 30 day period after the begin of the contractually agreed placement period.
A breakdown of the ad server over a considerable period (more than 10 percent of the period booked) within the framework of a booking due to run over a fixed period, will release the Advertiser from the duty of payment for the period of the breakdown. Further claims are excluded.
8.2. If the reproductionquality of the advertising medium is insuffi cient and constitutes a considerable error, the Advertiser has the right to a reduction of payment or a perfect replacement, but only to the degree that the advertising medium was affected. If the replacement advertisement is a failure or is unreasonable, the Advertiser has the right to a reduction of payment or a withdrawal from the contract. 8.3. If there are defects in the advertising medium documents that are not obvious, the Advertiser has no rights to claim if the resulting publication is insufficient. The same applies if the advertisement is placed several times and if the Advertiser does not draw the Publisher‘s attention to the errors before the next placement.
9.1. If the execution of an order cannot be fulfilled for reasons for which the Publisher cannot be held accountable (for instance software problems or other technical reasons), in particular a breakdown of the computer system, strike, legal provisions, interference in the sphere of responsibility of third parties (e.g. other providers), network operators or service providers or for similar reasons, then the order will repeated, if this is possible. The IndustryArena GmbH is still entitled to payment for an order that is thus carried out again after the disruption has ceased, and within a time period reasonable for the Advertiser.
10.1. Indemnity claims from positive breach of obligation, negligence in contracting and tort are only applicable by premeditation a Arena advertising rate card published on the internet (mediadata.IndustryArena.com) and in effect at the time the contract is concluded. Should the advertising rate change after the conclusion of the contract, the IndustryArena GmbH is entitled to charge the price according to the price list valid at the time of the publication: this does not apply to business dealings with non-traders, insofar as no more than 4 months have elapsed between the conclusion of the agreement and the publication date of the advertisement.
10.2. Discounts are granted according to the rate card valid at the time. Advertising agencies and other Advertisers are obligated to use the various Publishers‘ rate cards for their quotations, contracts and invoices. Discount credit notes and supplementary discount charges shall principally not take into consideration until the end of the insertion year.
11.1. The rates of the advertisements are based on the IndustryArena advertising rate card published on the internet (mediadata.IndustryArena.com) and in effect at the time the contract is concluded. Should the advertising rate change after the conclusion of the contract, the IndustryArena GmbH is entitled to charge the price according to the price list valid at the time of the publication.
11.2. Discounts are granted according to the rate card valid at the time. Advertising agencies and other Advertisers are obligated to use the various Publishers‘ rate cards for their quotations, contracts and invoices. Discount credit notes and supplementary discount charges shall principally not take into consideration until the end of the insertion year.
11.3. It‘s not possible to combine benefits for business members with other rebates like frequency discounts.
12. Default of payment
12.1. In the event of default or delay in payment, the IndustryArena GmbH shall charge interest and debt collection charges. The IndustryArena GmbH may postpone the further execution of the current order until payment and request advance payment for the remaining advertisements.
12.2. If there is reasonable doubt regarding the Advertiser‘s ability to pay, the IndustryArena GmbH is entitled, even during the term of the contract, to make the publication of further advertisements dependent upon advance payment of the amount charged and settlement of unpaid bills, regardless of previously agreed terms of payment.
13.1. The minimum period of the business membership is 12 months. The contract is automatically renewed for one more year, unless no cancellation has been received by 4 weeks before the expiry date.
13.2. Cancellations of advertisement orders can only be accepted in written form.
14. Placement confirmation
14.1. Placement confirmations are only conditionally valid and may be changed for technical reasons. In such cases, the IndustryArena GmbH may not be made liable.
15. Data security
15.1. The advertisement order will be carried out according to the currently applicable laws of data security.
16. Place of fulfillment/Court of jurisdiction
16.1. The advertising order is subject to German law. The place of fulfilment is the principle place of business of the IndustryArena GmbH. The place of jurisdiction for legal proceedings involving business transactions with merchants, bodies corporate, or special assets is the principal place of business of the IndustryArena GmbH. Insofar as claims of the IndustryArena GmbH are not put forward by collection procedure, the place of jurisdiction for non-traders shall be determined according to their place of residence. German law applies.
Langenfeld, 1 September 2016