1. Scope and Validity
1.1 These General Terms and Conditions ("GTC") establish the agreement between Future Screen Media UG ("Company") and the Advertiser (hereinafter referred to as the "Client").1.2 The Company offers marketing services for Internet advertising space, databases, and other channels owned by the Company and its partners.
1.3 The specific details of the Client's involvement are outlined in the relevant Advertising Order.
1.4 Within these GTC, the term "Advertising Order" refers to any contract (such as a “Sales Order”, an "Insertion Order" or "I/O") between the Client and the Company for the commissioning of solutions, advertising media, and similar services in the Cross-channel Ad Network of the Company and its partners as well as outsourced operational services, reselling of digital platforms, and similar services provided by the Company.
1.5 These GTC, along with the price list and any individual discount scales provided by the Company, exclusively govern the Advertising Order. Deviating terms and conditions of the client are expressly excluded, unless agreed upon or consistent with these GTC.
1.6 The Company reserves the right to update these GTC at any time. The Client will be duly informed of any significant changes. If the Client does not object to the changes within thirty (30) days, they will be deemed accepted.
1.7 These General Terms and Conditions shall also apply to other services provided by the Company, including but not limited to outsourced operational services and reselling of digital platforms. Specific details regarding these additional services, including pricing, scope, duration, cancellation conditions, and any further applicable terms, shall be detailed separately in the relevant Sales Order, Insertion Order, or other individually agreed contractual documents. In the event of contradictions between these General Terms and Conditions and specific terms explicitly agreed upon in a Sales Order or Insertion Order, the specific terms outlined in the Sales Order or Insertion Order shall take precedence solely for those explicitly contradicted points, while all other provisions of both documents remain fully valid and enforceable.
2. Advertising Material and Deliverables
2.1 Advertising media, as defined in these GTC, encompass all elements and materials used for advertising purposes. This may include images, text, audio, video, and interactive elements that connect to online addresses provided by the Client. Advertising media can also consist of a combination of these elements.2.2 The price list specifies the generally applicable formats for advertising media placement. Special formats and unique advertising types may be considered on a case-by-case basis, following consultation and evaluation by the Company.
3. Conclusion of Contract
3.1 Company offers are generally binding for the specified period. Any changes or special requests from the Client may affect the pricing, and the Company must inform the Client and seek approval before proceeding.3.2 The Client is responsible for any additional costs resulting from changes in circumstances, such as supplier price increases, special requests, changes in deadlines, or quality requirements. The Client is obligated to compensate for these additional costs.
3.3 The information provided in the media data is as accurate as possible but is not legally binding.
3.4 An advertisement contract (Insertion Order - I/O) is deemed concluded when the Company accepts the Client's order in writing, typically through an order confirmation, or when the service is partially provided.
3.5 In cases where an agency places an order, the contract is assumed to be between the agency and the Company, unless otherwise established. The Company reserves the right to request proof of representation from the agency regarding its clients.
3.6 Advertising for multiple clients within a single advertising presence requires an additional agreement with the Company. The same contract terms apply to this arrangement.
4. Settlement, Deadlines, and Deliverables
4.1 The Client must deliver the advertising material within the specified time frame, meeting the technical requirements set by the Company. The material should be delivered at least five (5) working days before the agreed insertion date. Late delivery may jeopardize the timely placement of the Advertising Order, and any resulting claims for compensation are excluded.4.2 For on-call advertising media contracts, the Client must utilize the advertising media for placement within one (1) year after the contract's conclusion.
4.3 The Company's obligation to retain the advertising material shall cease after three (3) months from the last placement.
4.4 The Client is prohibited from setting cookies on the Company's marketed sites.
4.5 The Client must ensure that the advertising material provided is free from harmful software, such as viruses or Trojans. The Client is responsible for using up-to-date software for checking purposes. If the delivered advertising material contains outdated software, the Company reserves the right to immediately remove the affected material without prior notification to prevent further damage.
4.6 Lead generation: The Company will provide the Client with leads that have opted in once. Any alternative arrangements must be documented in writing on the respective Insertion Order (IO). The Client is responsible for promptly reviewing the quality and completeness of the leads upon receipt. Complaints regarding the leads will be considered by the Company only within fourteen (14) days after delivery.
4.7 Lead generation for web-based broadcasts: In case the Client does not achieve the agreed number of leads for a live broadcasts by the scheduled date, the Client must provide the Company with one or two white papers. These white papers will be utilized to generate the remaining outstanding leads for the Client. The lead time for applying for a webcast is a minimum of forty (40) days.
5. Right of Refusal
5.1 The Company reserves the right to reject or block individual advertising media or specific call-ups within the framework of a contract if their content violates applicable laws or regulations or if they have been objected to by an Advertising Council in a complaint procedure. The same applies if the Company deems them technically or contextually unreasonable.5.2 The Company may also withdraw already published advertising material if the Client or third parties subsequently make changes to the material that result in violations as described in section 5.1, or if the content linked within the advertising material is modified after publication.
6. Client's Warranty and Indemnification
6.1 The Client represents and warrants that it possesses all necessary rights for placing the commissioned advertising material and that the material complies with relevant legal provisions. The Company is not obliged to independently verify the advertising material provided by the Client. The Client agrees to indemnify the Company against any claims made by third parties regarding rights to the advertising material or in case of infringements against legal regulations or third-party rights. This indemnification also covers any costs associated with legal defense, if necessary.6.2 The Client assigns to the Company all required rights of use and exploitation for the commissioned advertising placement on a non-exclusive basis. These rights are granted without geographical limitations and enable the Client to utilize all forms of Internet advertising through known or future technical processes.
7. Warranty by the Company
7.1 The Company guarantees the utmost effort to ensure the optimal reproduction of the advertising material in accordance with industry standards and technological capabilities. Please note that minor faults or errors may occur, for which warranty rights do not arise. It is important to acknowledge that achieving a completely error-free reproduction of the advertising material at all times is not feasible due to various factors. Specifically, errors in the presentation of the advertising material shall not be deemed to exist if they are caused by factors such as:a) The use of incompatible display software and/or hardware, including the user's browser or the internet service provider's browser.
b) Computer failure resulting from disruptions in the communication network of other operators or providers.
c) Incomplete or non-updated offers on intermediary servers (proxy servers) or in local caches.
d) Temporary technical failure of the Ad Serving and Tracking technology, provided that it does not exceed 24 hours (either continuously or cumulatively) within thirty (30) days after the start of the agreed placement. In case of prolonged technical failure during a time-bound fixed booking, the Client's obligation to pay will be waived for the duration of the failure. Further claims beyond this are excluded.
7.2 In the event that the reproduction of the advertising material is significantly flawed, and the Company fails to meet a reasonable deadline set by the Client for replacement or refuses to replace it altogether, the Client reserves the right to either request a reduction in payment or cancel the order. The rights of the Client are limited to the extent of the advertising material affected by the warranty.
7.3 If a faulty placement is attributed to non-obvious defects in the advertising material provided by the Client, the Client may not assert any claims in the case of insufficient publication. The same applies to errors in repeated advertising placements if the Client fails to report the error before subsequent placements are published.
7.4 Warranty claims by the Client will expire twelve (12) months after their occurrence.
8. Force Majeure
If the Company is unable to fulfill an order due to reasons beyond its control, including but not limited to computer failure not caused by the Company, force majeure, strikes, legal provisions, disruptions caused by third parties, or similar reasons, the execution of the Advertising Order or other contracted services will be rescheduled as soon as the preventing circumstances cease to exist. In the event of a timely rectification after eliminating the disruption, the Company's right to remuneration remains valid. However, if the delay is significant, the Company will notify the Client accordingly.9. Liability
9.1 The liability of the Company is limited to cases of intentional misconduct and gross negligence committed by its legal representatives, executive employees, or agents. This limitation does not apply to damages resulting from the breach of essential contractual obligations (cardinal obligations) by the Company, damages arising from applicable Product Liability Laws, damages resulting from fraudulent misrepresentation by the aforementioned persons, damages arising from the breach of a quality guarantee assumed by the Company, or damages to life, limb, or health. The right to claim damages instead of performance remains unaffected.9.2 In cases of gross negligence or intentional misconduct, the Company shall be liable for the full extent of the damages incurred. In all other cases, the claim for damages is limited to foreseeable, contract-typical damages.
9.3 Claims for damages against the Company shall become statute-barred twelve (12) months after they arise, unless they are based on wrongful or intentional acts.
9.4 The limitations and exclusions of liability stated herein also apply to the personal liability of the Company's representatives, employees, and agents.
10. Compensation
10.1 The fees for services and advertising rates are based on the current price list or an individually prepared offer. Any agreed or granted discounts apply only to the quantity of advertisements ordered and are limited to a period of thirty (30) days.10.2 The Company reserves the right to modify the price list. In the case of already concluded contracts, price changes will only be effective if the Company notifies the Client at least one month prior to the placement of the advertising material, and the Client does not withdraw from the order within fourteen (14) days for this reason.
10.3 In the case of an agreed frame contract, the discounts granted by the Company take into account the Advertising Orders placed and paid for by the Client during the twelve (12) month period ("frame year"). Retroactive discounting of previously placed orders will not occur. Similarly, orders placed within the frame year but executed afterward will be disregarded. If the Company has granted excessive discounts in a frame year, considering the total placement volume, the Client may be charged retrospectively for the discount. After the expiration of the first frame year, a new frame year will commence.
10.4 The billing of ad impressions, clicks, lead volumes, and similar metrics will be based exclusively on the Ad Serving & Tracking technology, and the lead delivery and tracking system used by the Company.
11. Terms of Payment/Delayed Payment
11.1 The payment terms can be found on the contract form accompanying the order. In the event of default or deferred payment, default interest at a rate of 8% above the current base interest rate as published by the European Central Bank (ECB) will be charged unless the customer can demonstrate that the Company has incurred a lower loss. The right to claim further damages caused by delay remains unaffected.11.2 In case of late payment, the Company is entitled to invoice the current Advertising Order or other service contracts and all other outstanding orders placed by the Client in full, and the placement of further advertising media will be contingent upon the payment of the full invoice amount. Any previously agreed-upon payment terms will not be considered in this case.
12. Termination
Accepted orders, including advertisement and service contracts, which are legally binding, are subject to cancellation deadlines explicitly mentioned in the respective Insertion Order (I/O) or Sales Order. If no cancellation periods and/or cancellation fees are specified, the following regulations apply:For advertising campaigns:
Fourteen (14) to seven (7) days before the campaign begins: 30% cancellation fee based on the total order value.
Six (6) to one (1) day before the campaign begins: 60% cancellation fee based on the total order value.
Once a campaign has commenced, it cannot be canceled.
For service or operational contracts (non-advertising):
Fourteen (14) to seven (7) days before the service start date: 30% cancellation fee based on the total order value.
Six (6) to one (1) day before the service start date: 60% cancellation fee based on the total order value.
Once the service provision has commenced, it cannot be canceled.
13. Assignment/Set-off/Retention
13.1 The Client can only assign claims arising from the advertising contract with the prior written consent of the Company. The Client may offset claims against the Company only if they are undisputed or have been legally established.13.2 The Client may assert rights of retention only if the Company's claim for payment and the Client's claim are based on the same legal relationship.
14. Final Provisions
14.1 The place of performance and exclusive jurisdiction for all disputes arising from contracts or orders shall be determined by the registered office of the Company.14.2 German law shall exclusively apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.3 Verbal agreements do not exist. Changes or additions to these General Terms and Conditions (GTC) must be made in writing to be effective. This requirement also applies to waiving the written form requirement itself.
14.4 Wherever these terms and conditions require a written form, email, post, and similar methods are also acceptable.
