The following are certain general terms and conditions governing online advertising provided by eCom 360 UG (haftungsbeschränkt) (hereinafter referred to as the “Publisher”) on the web pages www.BOXROX.com, www.WODevents.eu, www.WODevents.us and other publishing platforms which are also operated by the Publisher.
2. Conclusion of contract
A contract between the Publisher and the Advertiser, an advertising agency or any other third party (hereinafter referred to as “the Advertiser”) regarding online advertisement is concluded once the Advertiser makes a booking via phone, e-mail, post or fax and accepts the offer of the Publisher in a written form. The acceptance of the offer includes the approval to run the advertisement.
The Publisher will only conclude a contract for online advertisement with an advertising agency or any other third party, if the Advertiser’s name is disclosed. If requested, the advertising agency or third party is obliged to show proof of assignment.
All pricing information shall be the confidential information of the Publisher and neither Advertiser, agency or third party may disclose such information without obtaining the Publisher’s prior written consent.
3. Rights and obligations of the Advertiser
The Advertiser will provide the Publisher with the necessary content and materials for the online advertisement in a complete and accurate form at the latest 7 workdays before the planned publication date. If advertising content is sent after the deadline, the Publisher cannot ensure that the advertisement will be shown on the planned publication date.
In the case that advertising content is received after the determined starting date, the Publisher cannot guarantee the complete fulfilment of the advertisement due to interference with other advertisement and a potential loss of revenue due to missed sales with third parties. No refunds will be granted upon receipt of advertising content after the deadline. Exceptions are within the discretion of the Publisher.
The Advertiser is obligated to review the materials and the type of advertisement beforehand to ensure its legitimacy as well as inspect the online advertisement immediately after publication and possible errors are to be reprimanded immediately, at the latest within 3 workdays after the first publication. Once this period has expired the online advertisement is considered as accepted.
The Advertiser grants the Publisher usage rights of the content provided within the framework of the online advertisement, especially usage rights for advertising related content that are global, simple and valid for the limited duration of the concluded contract and are required for an unrestricted use on the internet and for the execution of this agreement.
The Advertiser will fully reimburse the Publisher for all claims, losses or expenses arising as a result of any breach or failure to perform of any of these Terms and/or the use or publication of the advertisement by the Publisher in accordance with these terms and conditions.
In the event of any disagreement regarding the number of impressions served, the Advertiser agrees that the figures provided by the Publisher’s applicable third party provider will be final and binding.
4. Rights and obligations of the Publisher
The Publisher will fulfil the advertisement order in accordance with the specifications of the order form. The Advertiser is able to determine the display area of the ad but not the exact location where the online advertisement will be placed.
The Publisher may reject or cancel any advertising for any reason at any time. Advertisements simulating the Magazine’s editorial material in appearance or style or that are not immediately identifiable as advertisements are not acceptable.
The Publisher has the right to insert the advertising anywhere and at any time and at the sole discretion of the Publisher. However, the Publisher will use reasonable efforts to comply with the wishes of the Advertiser at all times.
The Publisher reserves the right to delay the publishing date of an online advertisement, as long as legal concerns regarding the publication persist, the essential service for the online advertisement is not available due to legal reasons or if technical circumstances prevent publication at the desired date.
The Publisher takes a agency fee of 25% (industry standard) from all media spending on 3rd party providers (e.g. Facebook, Instagram).
The Publisher is not responsible for errors or omissions in any advertising materials provided by the Advertiser or its agency (including errors in key numbers) or for changes made after closing dates.
The Publisher has the right to conclude contracts regarding online advertisements with competitors of the Advertiser at any time. This will be only limited due to exclusivity clauses that might exist between Publisher and Advertiser, signed prior to any contracts made with competitors of the Advertiser.
5. Pricing and payment terms
Advertisement on any of the Publishers platforms needs to be paid in advance before the Publisher performs any part of the agreement.
All prices are net prices. Any arising sales tax will be separately stated in the invoice of the Publisher.
If not agreed otherwise, invoices will be due and payable within 14 days of the date of the invoice. In case the compensation is not explicitly agreed upon within the order form or invoice, it is determined by the advertising catalogue which can, in its current version, be obtained from the Publisher.
The Publisher reserves the right to charge an interest rate for late payment on the unpaid balance at a rate of 2% above the base rate of the Publisher’s bank, accruing, determined and compounded daily from the due date until the date paid.
The Advertiser, agency and third party are jointly and severally liable for payment of all invoices for advertising published on the platforms of the Publisher.
The Publisher reserves the right to change the advertising rate at anytime without notice. Any changes to the rates will take effect immediately. However, any changes to the applicable rates will not apply to any orders made prior to the date of such change.
The Publisher’s inability or failure to comply with any condition shall not relieve the Advertiser, Agency or third party of the obligation to pay for the advertising.
6. Duration and cancellation
The duration of the contract is determined from the quotation, respectively the order confirmation (invoice) of the Publisher, where the ladder is of higher priority.
The right of cancellation does not apply to companies, traders, legal entities and special funds subject to public law. End of the information about rights of cancellation.
The availability of all paid and published advertorials on BOXROX is guaranteed for 24 months. After this period a hosting fee will be applied or the advertorial will be taken offline.
7. Warranty and liability
In case of flaws in the online advertising, it is the Publisher’s choice to either conduct supplementary performance or substitute delivery.
In case supplementary performance is unsuccessful, the Advertiser can choose to demand reduction of the compensation or rescission of the contract. In case of only negligible flaws, the Advertiser has no right of withdrawal.
The Advertiser is obliged to send a notification of obvious flaws of the online advertisement in written form within a time period of 10 workdays from the publication date; otherwise the enforcement of a warranty claim is excluded. To maintain the given time limit, the timely dispatch of the claim is sufficient. Furthermore, the Publisher can only be held accountable in the case that the Publisher, its vicarious agents or legal representatives are to be burdened with for grossly negligent conduct.
In the case of slight negligence, the liability of the Publisher, its vicarious agents or legal representatives concerning consequential damage, especially consequential harm caused by a defect, unpredictable damage, untypical damage and lost profits, is excluded.
In the case of economic damage caused by ordinary negligence, the liability of the Publisher is limited to the compensation package payable by the Advertiser.
The Publisher shall be under no liability for any delay or failure to deliver advertising space or otherwise perform any obligation as specified in these terms if the same is wholly or partly caused whether directly or indirectly by circumstances beyond its reasonable control.
8. Miscellaneous provisions
Changes and amendments of these general terms and conditions need to be addressed in written form by mail fax or e-mail. In case they do not fulfill this form, they are void. This also applies to this clause.
The contractual parties will not release, issue or make press statements or other public commentaries regarding transactions or the execution of an agreement available to third parties before mutual consent of both parties has been obtained in advance. Independently hereof, the Publisher has the right to refer to this collaboration, as defined within this contract.
The Advertiser is only entitled to transfer claims resulting out of this contract, if the Publisher has given its consent beforehand and in writing. The Advertiser is only entitled to offset or retain claims that are undisputed and determined without further legal recourse.
Place of jurisdiction is the head office of eCom 360 UG (haftungsbeschränkt)/ Berlin Charlottenburg, if the Advertiser is a merchant according to the German Trade Register (HGB), a legal entity under public law or a special fund under public law. This also applies in such cases, where the Advertiser does not have a permanent or habitual residency in the federal republic of Germany at the time of commencement of action.
If any portion of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these terms shall not be affected.
These terms and the documents referred to herein replace all previous agreements between the Advertiser and the Publisher, and are the entire agreement between the Advertiser and the Publisher in respect to the advertisement.
These terms do not create or confer any rights or benefits enforceable by any person that is not a party of this contract.
The Publisher reserves the right to modify these terms and conditions.
These Advertising Terms and Conditions were issued June 21, 2016.