EMC GmbH – Terms & conditions
1 Partner, Insertion Order
1.1 EMC GmbH takes over the consulting, planning and marketing with regards to advertising on websites. “Insertion Order” within the meaning of these General Terms and Conditions (hereinafter “GTC”) is the job of an advertiser or its agency to the EMC for switching one or more advertising space for the dissemination of the world wide web purposes on one or more directly marketed by the EMC websites and / or as desired to other websites outside of the portfolio of the EMC.
1.2 „Ad space“ within the meaning of the following provisions may consist of one or more of the following elements: a text or an image (for example, Button, Skyscraper, wallpaper, pop, Interstitial, superstitial, logo or other integration into a website), each with a reference (link) to the website of the client. Advertising space in the sense of these GTC are also other of the EMC offered special advertising (e.g. microsites and content integrations and distributions).
2 Order, purchase price, rebates and cancellation
2.1 Proposals of EMC are in any case without engagements. The Customer shall return the signed Proposal by letter, fax or email. The order is placed after a written confirmation by EMC or after the online placement of an ad or any other form of advertising service rendered. Verbal or telephone confirmations are not legally binding and will not replace the written one. Contracting partner is in any case EMC.
2.2 Solely these terms and conditions, as well as a backlog constituent price lists to the respective websites. The validity of general terms and conditions of the customer or other advertisers is expressly excluded, unless they conflict with these Terms. These Terms and Conditions also apply to future orders of the client for advertising on the wired from the EMC website application without their renewed involvement is required.
2.3 Purchase Price and rebates follow the price for the Service as detailed in the current price list. These are basically excl. VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to EMC as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
2.4 With changes of price lists, the new conditions also apply for contracts in progress, a month later namely for price decreases immediately in price rises.
2.5 Cancellation of orders is possible and needs to be received by EMC in a written form. Cancellation of orders is free of charge until two weeks before the campaign. In case of cancellation up to one week prior to start of the campaign 50% of the order will be charged at a late cancellation 75% of the open inventory. The volume delivered is posted as invoiced to date of cancellation.
3 Payment terms
3.1 In principle, the payment of the Terms and Conditions. Special agreements that are listed in the order confirmation, notwithstanding achieve validity.
3.2 Contracts with a term of less than one month will be charged with beginning of the campaign. For longer-term campaigns interim statements are made monthly.
3.3 Prior to each payment due date, EMC shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 14 calendar days.
3.4 New customers and customers outside the EU must pay in advance.
4 Default of payment
4.1 In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 8% over the base lending rate for the time being. Such interest shall accrue on a daily basis and be compounded quarterly.
4.2 If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to EMC, EMC shall be entitled to suspend or terminate the Service and ask for payment in advance for future orders. Even during an ongoing advertising placements, the EMC make extradition additional advertising without taking into consideration an originally agreed payment of the advance payment of the compensation and the settlement of outstanding invoice amounts unless the transaction provides reasonable doubts about the solvency of the client.
4.3 The client may calculate against compensation claims only with undisputed or legally established claims by EMC.
5 Orders by agencies
5.1 Orders from agencies shall be accepted only for specifically mentioned advertisers.
5.2 The performance for another customer than indicated in the reservation requires the written consent of EMC.
6 Ad space
6.1 EMC provides a technical platform for the placement of advertising space („AdServer“).Only under this technical standards, the placement of advertising space is possible. A success of the advertising space is not guaranteed.
6.2 The placement of advertising is possible only on the gross amount in the price list and surfaces according to the specifications described therein or after individual, written agreement.
6.3 EMC is entitled to label advertising which is not recognizable as such with the words “advertising” or “ad”.
7 Placement of advertising
7.1 The delivery of impeccable, suitable electronic templates must be made at least 3 working days before the start by the contracting authority. The electronic templates must be clearly and unmistakably labeled upon delivery and correspond to the current technical specifications of the EMC. This can be any time made available upon request.
7.2 The Client shall ensure that he delivers advertising material free of malicious software (such as viruses, Trojans or software that is due to their programming or properties from EMC and / or third party qualified to be defective) are. The client is obliged to inform EMC any irregularities in the advertising material without delay after becoming aware of our own (also in writing).
7.3 EMC is in duty for storage of all electronic templates until 3 months after their last-time dissemination.
7.4 The customer shall immediately check whether the advertising is published free of errors. Any defects must be reported within the first week after the start circuit. For subsequent complaint the customer shall bear the cost of his desired changes.
7.5 The EMC is not responsible for the agreed placement of the advertisement, if the delivery of electronic documents improperly, especially late or in an untuned format or without clear labeling, takes place. If advertising orders for the reasons mentioned are no longer performing or wrong, the agreed contract is still placed fully into account. The Client is entitled to any compensation claims. The customer bears the risk in the transmission of electronic templates.
7.6 If the client gets access to the EMC AdServer, the transmitted login information must be kept secret and protected from unauthorized access by third parties.
8 Orders to generate user adress data
8.1 If an advertising order has the generation of user addresses (hereinafter “Leads”) as its object and when technically possible and agreed in the advertising order, saves the EMC the advertising media address records for the customer and forwards them periodically to the client. An address validation and systematisation is not performed by the EMC. If the settlement of the advertising contract is based on the number of leads generated, each delivered Lead is settled. A complaint and return of the leads is excluded.
8.2 The generation of addresses through the advertising will be realized up to the specified order of leads per month, latest until the advertising period is over. A minimum number of leads as well as a specific conversion rate is not guaranteed.
8.4 After transmission of the generated user data, the EMC has no influence whatsoever on their use by the contracting authority. Therefore, the data transmission is expressly subject to the lawful use by the contracting authority as well as the exclusion of any liability of the EMC. The EMC applies insofar as job data processors of the client.
9 Right to reject
9.1 EMC reserves the right to reject advertising orders or individual advertising media because of their content, origin or technical form according to objective principles or to terminate already published advertisements. Such reasons are especially present if there is an indication that the delivered advertising medium containing malicious software within the meaning of Clause 7.2 or that any content of the advertising of laws, in particular special legal provisions, such as the remedy advertising law, antitrust laws, official regulations or rights of third parties or violate their publication for the EMC and / or their marketing customer is unreasonable. Unreasonableness is particularly given when the content could damage the reputation of EMC and / or their marketing customers. These include, for example, information and statements which incite to racial hatred, depict cruel or otherwise inhuman violence against humans or which are likely to endanger children or young persons morally or impair their well. Unreasonableness is particularly given when advertising contains forward-looking statements to individual stocks and in this context, buying recommendations for direct acquisition of shares through the stock exchange pronounce or when in graphical advertising people are exposed prominently by image display and / or attribution at the time of the advertising advertisers for companies operate.
9.2 EMC may, in particular to withdraw an already published advertising space if the customer subsequently modifies the contents of the advertising space or to be found under the link address content, and thus the requirements of section 9.1 are met.
9.3 The rejection or blocking an advertising order is communicated to the client.
10 Liability of the contracting and granting rights
10.1 When designing the advertising content and to be found under the link address content and designing other EMC provided advertising space (eg Microsites, comparison tools) as well as in the use of falling through the EMC transmitted user data in accordance with Section 8 observance of competition law, the data protection law, national and international copyright and other proprietary rights and other relevant about specific provisions, such as credit, bank and securities trading law or remedy advertising law legal provisions, in the sole responsibility of the client. The client guarantees to possess with regard to the possible need permission for brokerage services on the web pages of EMC products advertised and maintain during the term of the advertising contract.
10.2 The client transfers to EMC all rights which are necessary for the implementation of the advertising contract. This includes in particular the rights for the use of advertising in online media of all kinds, including the Internet required copyright use, performance and other rights, especially the right for storing, reproduction, distribution, transmission, broadcasting, editing, removal from a database and retrieval. The client guarantees that he possesses all rights required to place advertising content and is authorized to transfer the aforementioned rights.
10.4 The Client shall indemnify EMC and their marketing customers from all claims for violation of said rights and legal provisions which by third parties in connection with the publication of the advertising space and / or to be found under the link address contents and / or due to the use of against the EMC and / or their marketing customers are asserted by EMC transmitted user data and / or for lack of any necessary mediation permission and / or due to the delivery of defective advertising medium as defined in Section 7.2. The Client is solely liable for the completeness and accuracy of the information provided by him. The Client shall report to EMC and / or their marketing customers the costs arising from the expenses and costs of legal defense to the extent that they are reasonable. This does not apply if and insofar as it is established that EMC and / or their marketing customers think of contributory negligence to the load. Moreover, EMC is entitled to claim damages. In the case of delivery of faulty advertising material this also applies to indirect damages caused. EMC is entitled to set the aforementioned claims. In the case of a claim, EMC will immediately inform the client.
10.5 If the Client, in whatever form, anonymous or personally identifiable information from the circuit of its promotional material gets on the products marketed by the EMC websites, the contracting authority may use such data in the context of each campaign and, if it is the customer to an agency is exclusively for the specific advertisers, which has instructed the circuit of each campaign, evaluate. The evaluation may only include the anonymous and personal data that have been generated by advertising placements on the products marketed by the EMC websites. In addition, the client is any processing, use and / or disclosure of all data from the circuit of its advertising materials prohibited on the products marketed by the EMC websites. In particular, the customer may not save for other purposes, evaluate, otherwise use and / or disclose to third parties such data. In particular, this prohibition also includes the creation and use of user profiles. If the client uses a third party for the supply of advertising material on the EMC marketed websites systems, it ensures that these system operators comply with the provisions of this Clause 10.5.
10.6 If you think the principal to Paragraph 10.5, this entitles the EMC in each individual case to enforce a contractual penalty amounting to 10 times the remuneration pursuant to the Insertion Order, the illegal use of data is carried out from the. The claim for higher damages to which a penalty would then be counted, and the right of EMC to terminate without notice for good cause shall remain unaffected. The customer is at liberty to prove that the damage resulting EMC is less.
11.1 EMC ensures circuits of advertising space on the commonly agreed websites or certain areas of their respective websites and with the accepted technical standards, best possible reproduction of the advertising space.
11.2 The implementation of an advertising contract, which, due to force majeure, strikes, statutory provisions or other unforeseeable events fails for editorial reasons, can be either advanced or rescheduled if possible. This is communicated to the client before. The same applies if the advertising circuit to be embedded in another as the intended environment. If the client objects to the proposed amendment in writing within a period of 5 working days of notification by the EMC, this shall constitute the consent of the client. In the event that the advertising circuit can be neither advanced nor rescheduled or contradicts the principal of integration in another environment, the client is entitled to repayment of the work completed by that time payments as long as the order has not already consumed. Production costs of advertising space are not refundable.
11.3 If the booked for advertising placement advertising space on one of EMC´s third party marketed website, as is the implementation of the advertising contract with the caveat that there is a valid contractual relationship on the marketing of advertising space between EMC and Marketing. If this contract is terminated, EMC will inform the client of this immediately. As far as EMC as a result advertising orders on the relevant website can not perform, the client is entitled to alternative advertising space. Paragraph 2.5 of these Terms and Conditions shall remain unaffected. No further claims for the client.
11.4 No deviating regulations are reached. If commissioned, guarantees EMC to Purchaser specified in the contract volume of ad impressions for each specified period. EMC uses the circuit of advertising orders of a technical service provider. The reporting takes place due to the technical information contained in this service instead and constitutes valid between EMC and the principal basis for the calculation of the delivered volume. In Underdelivery a settlement taking into account the thousand-contact price takes place. Should a guaranteed number of ad impressions by EMC pursuant to this settlement not be met, the client will receive a replacement.
12.1 EMC is not liable for the contents of the products marketed by its third-party sites. Responsible i.S.d. RStV, or of TMG for the content of the web pages is the respective operator.
12.2 EMC is liable for damages, regardless of the legal grounds, only if intent or gross negligence of its organs or agents, however, for any negligence in damages based on a breach of contract, when submitting a warranty or injury to life, limb or health. The liability for gross negligence is limited to the typically foreseeable damage in such cases. Insofar as liability is excluded or limited, this also applies to the personal liability of employees, members, representatives and agents of EMC.
12.3 Except the situation as provided in section 11.2, the liability of EMC for force majeure and unforeseeable circumstances is excluded.
13.1 EMC is entitled to transfer all rights and obligations arising from the advertising orders to other affiliated companies.
13.2 Changes to this T&C become valid after EMC notifies the change to the customer in writing and does not contradict the authority of the change within a period of 2 weeks from receipt of the notification. Furthermore any changes or additions to the contract that are done in a written form.
13.3 Fulfillment and jurisdiction is Düren. The client, however, can also be sued in any other court of competent jurisdiction for him. Only German law.
13.4 Should individual parts of the above conditions are or become invalid, the validity of these Terms and Conditions in whole is unaffected.