GTC for advertisments*
General Terms and Conditions of onvista for the placing of advertisements
1. Contract partner, advertising order
1.1 onvista media GmbH (hereinafter referred to as „onvista“) assumes responsibility for providing consultancy and marketing services with regard to advertising on both its own websites, such as, for example, the onvista financial portal at www.onvista.de, and on the Internet sites of its marketing clients. An „Advertising order“ within the meaning of these general terms and conditions (hereinafter “GTC”) is an order placed by a customer with onvista to set up one or more content units for the purpose of dissemination on the World Wide Web on one or more Internet sites marketed by onvista.
1.2. A “Content unit” within the meaning of the following provisions can consist of one or more of the following elements: a text or an image (e.g. button, banner, pop-up, interstitial, superstitial, logo, other means of integration into the website), each with a reference (link) to the Web sites of the client or to additional websites of onvista. Content units within the meaning of these GTC also include other special advertising forms offered by onvista (e.g. microsites or other content integrations, such as those used in comparison tools).
2. Conclusion of contract, prices and discounts
2.1 Offers made by onvista are in all cases non-binding. The order comes about exclusively by written confirmation by onvista, by placement on the websites marketed by onvista or by any other provision of the advertising service. Verbal or telephone confirmation cannot be taken to replace written confirmation. The contracting party of the client is always and exclusively onvista.
2.2 These GTC and the price lists for the respective Internet sites which form part of the order apply to the exclusion of all others. The validity of general terms and conditions of the client or any other advertisers is expressly excluded if they are inconsistent with these GTC. These GTC apply also to future orders placed by the client for advertising on the websites marketed by onvista, without the need for their renewed involvement.
2.3 The prices and discounts are to be taken from the valid price lists for the respective Internet sites. These are always quoted exclusive of VAT at the statutory rate.
2.4 In the event of changes to price lists, the new conditions apply also to any current orders, immediately in the case of price reductions, and one month later in the case of price increases. The applicable rate in each case is indicated in the media documents for the respective websites marketed by onvista under the heading “Mit uns werben” (“Advertise with us”), navigation point “Preisliste” (“Price list”), on the web page www.onvista-media-sales.de.
2.5 Cancellation of orders is possible. This must be submitted in writing to onvista. In the event of cancellation up to 2 weeks prior to the start of the campaign there is no charge to the client.
In the event of cancellation of bookings based on a CPM invoice less than 2 weeks prior to the start of the campaign, a processing fee of 30% of the net order value will be charged. The net order value within the meaning of these GTC is the original order value less any discounts granted by onvista.
Should the client cancel such bookings during a current campaign, onvista will charge a cancellation fee amounting to 50% of the value of the order which has not yet been covered at the time of the cancellation and termination of the online advertising campaign. In addition, an invoice will be issued for the online advertising already placed. In the absence of any other agreement, the discount rate for the volume actually placed and delivered will be applied.
In the event of cancellation of a booking made on the basis of fixed price or CPS (Cost Per Subscriber) invoices less than two weeks prior to the date of insertion, onvista is entitled to invoice the customer for 100% of the net order value, unless the customer can demonstrate to onvista that the advertising space may be sold elsewhere by the booked date. In the case of any other booking, onvista is entitled to invoice the client for the difference between the new and the old net order value plus a processing fee of 30% of the old net order value.
3. Payment terms
3.1 The compensation laid down in the order confirmation applies. If no compensation is determined in the order confirmation, the prices valid at the time of conclusion of the contract in accordance with the price lists for the respective websites will apply. Exact billing is carried out at the beginning of the agreed advertising period. For total amounts of € 50,000 net or over, payment by instalments can be arranged.
3.2 For advertisements invoiced as „Cost per Click”, onvista takes a monthly count of clicks on the respective content units for the period specified in the advertising order. A certain number of clicks per month is not guaranteed. The amount to be invoiced for clicks on the respective content units will be determined monthly by onvista at the beginning of each subsequent month. Invoicing is based exclusively on those figures determined on the basis of the count carried out by onvista. onvista has the right at any time to stop a campaign if the click rate on the content unit is uneconomical for onvista.
3.3 For the payment by the customer of the invoice amount to be considered timely, each amount due must be credited by the 10th day after invoicing by onvista to the account specified in the invoice.
4. Default of payment
4.1 If payment is delayed or deferred, statutory default interest amounting to 8 or, as the case may be, 5 percentage points above the respective base interest rate of the European Central Bank will be charged. If onvista can demonstrate a higher, or the customer a lower, liability, the default interest will be set at a higher or lower rate accordingly.
4.2 In the event of default of payment, onvista can defer the further execution of the current order until full payment and demand advance payment for the remaining delivery of the advertising. If there are reasonable doubts as to the solvency of the client, onvista can make the delivery of further advertisements subject to the advance payment of compensation and the settlement of open invoice amounts, even during an ongoing advertising campaign and regardless of any previously agreed period of payment.
4.3 The customer may offset compensation claims by onvista only against undisputed or legally established claims of its own.
5. Orders from advertising / media agencies
5.1 Orders from advertising/media agencies are accepted only for specifically nominated advertisers/product providers. The advertising of products or services of a client other than that specified at the time of booking requires in all cases the prior written consent of onvista. In the case of orders from advertising/media agencies, if no other written agreement is made, the contract will in cases of doubt be concluded between onvista and the advertising/media agency itself.
5.2 onvista is entitled to demand proof of mandate and proof of agency status from the advertising/media agency.
5.3 For all orders submitted through an advertising/media agency, agency commission of 15% of the net invoice, i.e. of the invoice amount excluding VAT and net of other discounts, will be granted. This is conditional on proof of agency activity in accordance with paragraph 5.2, if requested by onvista, and of the invoice submitted to the advertising/media agency.
5.4 Advertising/media agencies undertake to adhere to the price lists of onvista in their offers, contracts and invoices in respect of the advertisers/product providers.
6. Placement of content units
6.1 onvista will provide a technical platform for the placement of content units. The placement of content units is possible only in the context of these technical standards. onvista cannot guarantee that the content unit will be successful.
6.2 The placement of advertising is possible exclusively in the places shown in the price list for the respective Internet pages and in accordance with the stipulations described therein or by individual agreement.
6.3 onvista is entitled to mark advertising which is not recognisable as such with a note denoting that it is advertising.
7. Insertion of the advertisement
7.1 Faultless and suitable electronic templates must be delivered by the client at the latest 2 working days before the beginning of the advertising period. The electronic templates must be delivered clearly and distinctively marked and comply with the currently available technical specifications of onvista. You can view them for the individual portals under the heading “Mit uns werben” (“Advertise with us”). You will find the respective portals under the “Unser Portfolio” („Our portfolio”) navigation point at www.onvista-media-sales.de.
7.2 The client must ensure that the advertising material supplied by it is free of malicious software (such as viruses, Trojans, or software that must be considered harmful due to its programming or properties of onvista and/or third parties, such as, for instance, SMARTADSERVER S.A.S.., Paris). The client undertakes to notify onvista without undue delay (also in writing) of any irregularities in the advertising material as soon as it becomes aware of them.
7.4 The client must check immediately whether the advertising has been properly published. Any defects must be reported within the first week after the beginning of the campaign. In the event of a later complaint the customer must bear the costs of any changes requested by him.
7.5 onvista offers no guarantee that the advertisement will be placed as agreed in the event of improper delivery of the advertising material, in particular if it is delayed or provided in a format which has not been agreed in advance or is not clearly identified. If advertising orders are no longer or incorrectly carried out for the reasons above, the client will nonetheless be invoiced in full for the agreed advertising service. The client is not entitled to assert claims for compensation. The client bears the risk for the transmission of advertising material.
7.6 If the advertising material for bookings made on the basis of fixed price or CPS (Cost Per Subscriber) invoices is delayed or not supplied by the client in a fault-free and appropriate electronic template, with the result that it is possible to set up the advertising material only at a later date than previously agreed, onvista will charge an additional handling fee of 30% of the net value of the order if the customer wishes to place the advertisement later than scheduled and onvista agrees to do so as an act of goodwill.
7.7 If the client or persons appointed by it gain access to the content management system of onvista or its cooperation partners, the data accessed must be treated in confidence and protected from unauthorised access by third parties.
8. Orders for generating user addresses
8.1 If an advertising order concerns the generation of user addresses (hereinafter „leads“) and this is technically possible and agreed in the advertising order, onvista will store the address data sets generated by the advertising for the client and pass them on to the latter on a regular basis. onvista will not carry out address validation or systematisation. If the advertising order is to be invoiced based on the number of generated leads, the client will be invoiced for each supplied lead. Complaints and the return of leads are excluded.
8.2 The generation of addresses via the advertising material will take place up to the number of leads per month specified in the advertising order but for no longer than the advertising period specified in the order. Neither a minimum number of leads nor a particular rate of conversions is guaranteed.
8.3 The client gives its assurances that it will observe applicable data protection law in the design and implementation of the campaign and oblige all persons entrusted with the fulfilment of the advertising order to comply with the data protection regulations and with all due diligence ensure compliance with this obligation. The customer is liable for ensuring that the collection and storage of personal data generated by the advertising takes place exclusively in accordance with the current statutory regulations. In particular, the client guarantees that it will use the user data generated solely for the purpose determined by the users in the relevant data protection declaration.
8.4 After the transfer of the user data generated, onvista has no further influence on their use by the client. The data transmission is therefore expressly subject to the condition of lawful use by the client and to the exclusion of any liability of onvista. In this respect onvista is deemed to be the order data processor of the client.
9. Right of refusal
9.1 onvista reserves the right in accordance with objectively justified principles to refuse advertising orders as a whole or individual advertising material on the basis of their content, origin or technical form or to block any previously released content units. Such reasons will apply particularly if there are grounds to suspect that the delivered advertising medium contains malicious software within the meaning of section 7.2 or that advertising content is in contravention of laws, with particular reference also to special statutory regulations, such as, for example, the German Advertising of Medicines Act (Heilmittelwerbegesetz), competition law, regulatory provisions, or is in violation of third party rights, or that its publication is unacceptable for onvista and/or its marketing clients. Advertising content will be deemed unacceptable in particular if the content could harm the reputation of onvista and/or its marketing customers. Such content includes, for example, information and statements which incite to racial hatred, describe cruel or otherwise inhuman acts of violence against people or which are by their nature likely to represent a moral risk to children and young people or to threaten their wellbeing. Advertising content will be deemed unacceptable especially if advertising contains forecasts in respect of individual stocks and in this context makes purchase recommendations relating to the direct purchase of shares on the stock exchange or if, in graphic advertising, persons who are active for the advertising company at the time of set-up of the advertising campaign are prominently exposed by means of image insertion and/or naming.
9.2 If a product advertised by the client (or its customers) is or would be in direct competition with a product advertised at the same time by onvista or a company affiliated with onvista, both parties may request at any time for the running schedule of advertising order of the client to be brought forward or deferred. Each of the parties is also free to withdraw from the particular contract in question at any time. Any payments already made will be refunded by onvista, as far as the order volume has not already been used. Discounts granted in the contract or other benefits of the client will remain in place.
9.3 onvista can in particular also withdraw a previously published content unit if the client subsequently makes changes to the content thereof or to the content to be found at the link address and the conditions stated in section 9.1 are thereby fulfilled.
9.4 The rejection or blocking of an advertising order will be communicated to the client by onvista.
10. Liability of the client and the granting of rights
10.1 In the design of the advertising content and the content to be found at the link address and of other content units provided by onvista (such as microsites, comparison tools) and in the use the user data supplied by onvista pursuant to section 8, compliance with competition law, data protection law, national and international copyright and other intellectual property rights and further relevant special provisions, such as credit, banking and statutory securities trading or medicinal product advertising provisions, is the sole responsibility of the client. The client guarantees that it has the required permission to carry out agency activities relating to products advertised on the websites of onvista and that it will maintain such permission during the term of the advertising contract.
10.2 The customer hereby transfers all rights necessary for the execution of the advertising order to onvista. These include in particular the rights to use advertising in online media of all kinds, including all rights required for Internet advertising, in particular all rights of use, ancillary copyrights and other rights, in particular the right to the storage, reproduction, distribution, transmission, broadcast, editing, the extraction of data from a database and the retrieval thereof. All rights are transferred in terms of time and content to the extent necessary for the performance of the contract. The client warrants that it has all the rights necessary for the placement of the advertising content and is entitled to transfer the aforementioned rights.
10.3 If the customer uses special techniques, such as, for example, cookies or tracking pixels, to collect or acquire data from the placement of its advertising on the websites marketed by onvista, the client is responsible for ensuring compliance with the applicable data protection law in the collection, processing and use of personal data.
10.4 The customer hereby indemnifies onvista and its marketing customers against all claims for the breach of the abovementioned rights and statutory provisions asserted against onvista and/or its marketing customers by third parties in association with the publication of content units and/or the contents to be found at the link address and/or on the grounds of the use of the user data supplied by onvista and/or on the grounds of the absence of any required permission to act as intermediary and/or on the grounds of the delivery of defective advertising within the meaning of section 7.2. The client is solely responsible for the completeness and accuracy of the information provided by it. The client must refund to onvista and/or its marketing customers any expenses and legal costs incurred in this connection insofar as these are reasonable. This will not apply if and to the extent that it is clear that onvista and/or its marketing customers are culpable of contributory negligence. In addition, onvista is entitled to claim compensation. In the event of the delivery of defective advertising, this applies also to indirect damage. onvista is entitled to offset against the aforementioned claims. onvista will inform the client immediately in the event of a claim.
10.5 If the client receives anonymous or personally identifiable data in any form whatsoever from the placement of its advertising on the websites marketed by onvista, the client may use these data exclusively within the context of the campaign in question and, if the client is an advertising / media agency, evaluate them exclusively for the specific advertising customer who commissioned the placement of the campaign in question. The evaluation may include only those anonymous and personal data which have been generated by advertisements placed on the websites marketed by onvista. Any further processing, use and/or disclosure by the client of any data from the placement of its advertising on the websites marketed by onvista is prohibited. In particular, the client is not permitted to store these data for other purposes, evaluate or otherwise to use them and/or disclose them to third parties. This prohibition extends in particular to the creation and use of user profiles. If the client uses the systems of third parties for the delivery of advertising material on websites marketed by onvista, it must ensure that these system operators also comply with the provisions of this section 10.5.
10.6 Should the client act in breach of section 10.5, onvista will be entitled in each individual case to claim the payment of a contractual penalty in the amount of ten times the compensation laid down in the advertising order in respect of which the improper use of data has occurred. The right to assert a claim for higher damages, against which a contractual penalty would be offset, and the right of onvista to terminate the contract with immediate effect for cause, remain unaffected. The client is at liberty to prove that the damage incurred by onvista is less than that being asserted.
11. Guarantee of onvista
11.1 onvista ensures the placement of the content units on the mutually agreed websites or specific areas of the respective Internet pages and the best possible reproduction of the content unit consistent with the general technical standard.
11.2 The execution of an advertising order can be either brought forward or deferred for editorial reasons, on the grounds of force majeure or strikes, or on the grounds of statutory regulations or other unforeseeable events. This will be communicated to the client in advance. The same applies if the placement of the advertisement is to be embedded in an environment other than that envisaged. If the client does not object to the intended change in writing within a period of 5 working days after notification by onvista, its consent will be deemed to have been granted thereto. In the event that the advertising placement can be neither brought forward nor deferred or the client objects to its embedding in a different environment, the client will be entitled to a refund of the payments made until that point in time, as far as the order volume has not already been used up. The production costs of the content unit will not be refunded.
11.3 onvista also has an absolute right to postpone the placement if agreements are concluded with other advertising partners which are disproportionately advertised as premium partners by onvista. The client will be informed immediately of any such planned postponements. If the client does not agree with the proposed postponement, he will be entitled to a refund of the payments made until that point in time, as far as the order volume has not already been used up. The production costs of the content unit will not be refunded.
11.4 If the content unit booked for the advertising placement is on a website marketed by onvista for a third party, the execution of the advertising order will be subject to the condition that there is a valid contractual relationship between onvista and the marketing partner relating to the marketing of content units. If this contractual relationship is terminated, onvista will immediately inform the client accordingly. If onvista cannot subsequently execute advertising orders on the Internet page in question, the client will be entitled to place advertising elsewhere. Section 2.5 of these GTC will remain unaffected. The client is entitled to assert no further claims.
11.5 In the absence of derogation rules in the order, onvista guarantees the client the volume of ad impressions set out in the order for the respective period. onvista makes use of a technical service provider for the purpose of placing advertisements. The reporting takes place on the basis of the information provided by this technical service provider and represents the applicable basis between onvista and the client for the calculation of the delivered volume. In the event of incomplete delivery, the invoice will be offset taking into account the relevant cost per thousand. If the quantity of ad impressions guaranteed by onvista should still not be achieved after this offset, the client will receive a substitute delivery.
12. Liability of onvista
12.1 onvista is not liable for the content of third party sites marketed by it. The party responsible within the meaning of the Interstate Broadcasting Agreement (Rundfunkstaatsvertrag – RStV) or the German Telemedia Act (Telemediengesetz – TMG) for the content of Internet sites is the operator of the site in question.
12.2 onvista is liable for damages, regardless of legal reason, only in the case of intent or gross negligence on the part of its legal representatives, employees or vicarious agents. The liability for gross negligence is limited to the foreseeable damage typical of this type of contract. onvista is however liable without limitation for any fault in the event of damage based on a breach of essential contractual obligations, in the event of the issue of a guarantee, in the case of legally compulsory liability or in the event of injury to life, body or health.
If liability is excluded or limited, this also applies to the personal liability of the legal representatives, employees or vicarious agents of onvista.
12.3 With the exception of the rules in section 11.2, liability on the part of onvista is excluded for force majeure and unforeseeable events.
13.1 onvista is entitled to transfer individual or all rights and obligations arising out of the advertising orders to other affiliated companies within the meaning of § 15 et seq of the German Companies Act (Aktiengesetz – AktG).
13.2 Changes to these GTC will become effective when onvista informs the client thereof in writing or by e-mail and the client does not object to the change within a period of 2 weeks of receipt of the notification. For the rest, notification of changes or amendments to the agreement must be submitted in writing.
13.3 The place of fulfilment and place of jurisdiction is Frankfurt am Main. The client can however be sued before any other competent court. German law applies exclusively.
13.4 Should individual parts of the above conditions be or become invalid, the validity of the remaining provisions of these GTC will be unaffected.
Last revised: 01 April 2015
* These GTC do not apply to consumers (§ 13 BGB).