Terms and conditions of the commissioning agency (client) vis-à-vis publishers (contractor)
The client places its orders exclusively under the following conditions. Deviating conditions only apply if they are expressly recognized in writing by the client.
The advertisements booked by the customer with the contractor may only take place on the expressly specified pages / URLs; this is to be guaranteed by the contractor. The correct and timely installation of the delivered banner tag / advertising material (different depending on the customer) by the contractor is an integral part of this order. The contractor will inform the client immediately and in writing of any technical problems that may arise.
The client carries out an accompanying visibility check of the advertising material for all campaigns and, on the basis of the measured values, will make optimizations in accordance with the respective customer needs and, if necessary, make the measurement results available to third parties. Advertisements are defined as visible if at least 50% of the area can be seen in the browser window for at least one second. In addition, for moving image forms of advertising (both InStream advertising material according to OVK - www.werbeformen.de - and streaming InPage advertising forms), the view-through rate must be at least 75%. Ad impressions that do not meet these thresholds will not be remunerated.
The client expressly points out that upon acceptance of this order, only the delivery of the Ad Impression / Ad Click volume named in the respective order is agreed. The data that appears in the client's reporting one week after the end of the campaign is used as the basis for the calculation.
If the booked contact or click volume cannot be met within the specified period, subsequent delivery is only possible with the prior express consent of the client's contact person. If no approval is given for subsequent delivery, billing will be based on the volume delivered by the specified end date. Violations will in any case lead to a calculation of the ad server costs incurred for the unauthorized subsequent delivery or other costs from third-party providers by the client, the advertising medium or the marketer. The contractor sends the performance data of the booking (impressions and ad-clicks achieved) weekly, exactly to the days, as well as a final evaluation to the e-mail address given to him.
An over-delivery of more than 10% of the booked volume that has not been expressly approved in writing by the client is not permitted and can lead to costs for third-party providers (e.g. ad server providers, streaming providers, etc.) to a not inconsiderable extent. Costs from such unapproved over-deliveries will be borne by the contractor. The client will forward the invoices to the contractor for settlement. The contractor agrees to assume these additional costs.
With regard to the obligation of publishers to inform users about the recording of surfing behavior via their websites, the client expressly draws attention to the fact that the delivered banners of all campaigns are used to record the surfing behavior of the user. In connection with compliance with data protection regulations, a legally and economically independent third party has been commissioned by the client, also in the interest of the contractor and in the interest of other affected publishers, to delete the IP addresses of Internet users in such a way that the client does not have any access can have more on the ip addresses. The client will be happy to answer any questions you may have. In addition, it offers Internet users an opt-out optionhttps://www.xaxis.com/de/privacy-notice/ can be activated. The client strongly recommends that the contractor, as part of his data protection obligations, explicitly refer to this opt-out option under the link provided in his data protection provisions.
The contractor is obliged to treat as strictly confidential the information, data and documents as well as knowledge (hereinafter referred to as information) made available by the client. During the duration and after the completion of this order, the contractor may neither utilize nor use this information directly or indirectly, in whole or in part - not even in modified or processed form - to third parties without the prior written consent of the client. Third parties in this sense also include consultants to the contractor and employees of affiliated companies. This obligation also applies to information that relates to the cooperation between the contractor and the client.
Use of the information is limited solely to the implementation of the project. The information is only passed on to employees who absolutely need this information due to their work in the context of the project. The contractor will take all necessary precautions to ensure compliance with the above obligation.
All rights to the information made available remain with the client or the advertiser. The provision of the information is not to be interpreted as the granting or approval of license rights or the like.
The contractor will oblige his employees and vicarious agents accordingly.
If the contractor becomes aware that confidential information has become illegally known to a third party, he will inform the client immediately.
The information provided must be returned or verifiably destroyed at the request of the client or after completion of this order.
The conditions are subject to any negotiations - these are an integral part of the order.
The contractor further undertakes
- to deliver only user-initiated and thus no autostart moving image forms of advertising (including mouse-over start of videos) without express commissioning.
- to deliver campaigns booked by the client only within its transparent website portfolio (analogous to tariff data) and to send a continuously updated whitelist to the client. Adding inventory from networks, exchanges, SSPs or similar is only permitted after expressly commissioning.
- to deliver online campaigns booked by the client on mobile devices (e.g. smartphones and tablets) only after expressly commissioning the client.
- not to generate any clicks in his entire portfolio without express commissioning that were caused by a mouse-over mechanism and to deliver media services (ad impressions, clicks, CPX, etc.) only on demand; Forced clicks are not permitted.
- to deliver no cross-border traffic or only German traffic (German IP address) from German websites without express commissioning and to store this as a standard in its ad server.
- to deliver the campaign evenly distributed (fair share) on the portals included when booking rotations or theme channels.
- that, unless expressly booked by the client, no ad impressions will be delivered from websites with primarily the following content (the client uses technical aids - ad verification tools - to prevent and monitor the delivery of advertising materials in the aforementioned environments):
- Content glorifying violence
- Sexual content
- Content harmful to minors
- (Natural) disasters and wars
- Party political content
- Illegal file sharing, link collections and downloads
- Racist content as well as content that denigrates individuals, groups or organizations
- Overly vulgar content
- Hacking and cracking related content
- Content related to games of chance or casinos
- Content on illegal drugs and drug accessories
- Content on the sale of beer and spirits
- Content related to the sale of tobacco and tobacco products
- Content on the sale of prescription drugs
- Content for the sale of weapons or ammunition, e.g. firearms, weapon accessories, combat knives, stun guns
- Content to sell replicas or imitations of branded or other products
- Content for sale or distribution of term papers and other student work
- Content relating to programs that reward users for clicking ads or offers, performing searches, watching video advertisements, visiting websites, or reading emails
- Any other content that is illegal, promotes illegal activity, or violates the rights of others.
- Other AdFraud
The client is not obliged to remunerate ad impressions, clicks, CpX, etc. if the contractor violates the obligations set out in items 1 to 7.
The client can use external service providers, such as Metrics, Sizmek and the like, to check compliance with the aforementioned conditions.
We would like to point out that so-called tracking technologies (including, but not limited to: tags, pixels, beacons, cookies and similar technologies) may be built into the advertising material to be delivered. A list of the tracking technologies that may be installed can be found here: https://campus.groupm.de/groupm-vendorenliste. In this respect, the relevant data protection regulations (e.g. GDPR, BDSG new, etc.) oblige you to (i) inform the users of the websites on which the advertising material to be delivered is used about the use of the aforementioned tracking technologies and (ii) to inform the users to ask for their consent to the use of these tracking technologies and to observe the corresponding decision of the user. If you cannot or do not want to meet one of the above obligations in relation to individual tracking technologies or not at all, you undertake to inform us of this fact in writing before accepting this booking order.
If the aforementioned requirements are not met by the contractor, the contractor will inform the client immediately so that the client can refrain from placing them or cancel it free of charge.
Terms and conditions of ordering agency (client) in relation to publishers (contractors)
The client assigns their orders under the following terms exclusively. Deviating terms are applicable only when the client recognizes them expressly in writing.
Customers' advertisements booked with the client may be published solely on the specified pages / URLs; this shall be guaranteed by the contractor. The correct and timely integration of the supplied banner tag / advertisement (may differ depending on the customer) by the contractor is integral part of this contract. The contractor shall inform the client without undue delay, in writing, in case of possible technical problems.
For all campaigns the client shall perform an accompanying visibility check of the advertising materials and based on the measured values related to customer needs shall, if necessary, provide corresponding optimizations and measurement results to third parties. Advertising materials are considered visible if their surface is visible at least 50% for at least one second in the browser window. In addition, for moving images advertisements (also in-stream advertisements according to OVK - www.werbeformen.de - and streaming-in-page advertisements) the view-through rate must be of at least 75%. Ad impressions that do not fulfill these threshold values shall not be remunerated.
The Client expressly indicates that the acceptance of this Contract implies only the supply of the ad impression / ad click volume agreed. Invoicing is based on the data available in the Client’s reporting figures one week after the end of the campaign.
If the booked contact or click volume cannot be fulfilled within the mentioned time limits, later supply shall be possible only after the previous express consent of the Client represented by the agreed contact person. As long as there is no approval for later supply, invoicing shall take place based on the volume delivered by the above-mentioned deadline. Infringements shall result in the calculation of the incurred ad server costs for the later supply that has not been approved or other costs incurred by the Client through third parties to the advertising media or seller. The Contractor sends the performance data related to the booking (target impressions and ad clicks) every week, per day, as well as a final assessment, to the designated email address.
A supply that has not been previously agreed in writing by the Client may not exceed 10% of the booked volume, otherwise it can produce unproportional costs to third parties (e.g. ad server provider, streaming provider, etc.). Costs incurred due to such unagreed extra supplies shall be born by the Contractor. The Client shall send the related invoices to the Contractor for payment. The Contractor agrees to pay the additional costs.
The Client specifically draws the attention on the obligations of publishers to record the navigation behaviour on their websites so that this data on user behaviour can be used for the banners delivered for all campaigns. In relation to data protection regulations, a legally and economically independent third party shall be named by the Client, also to the interest of the Contractor and other affected publishers, IP-addresses of Internet users shall be deleted, so that the Client cannot have any access to these IP-addresses. The Client shall provide more information if necessary. In addition, the Internet users are offered an opt-out via the privacy statement on the website https://www.xaxis.com/de/privacy-notice/. The Client strongly recommends the Contractor to clearly indicate this opt-out to the users in their data protection rules with the respective link, as part of their obligations regarding data protection.
We would like to point out that so-called tracking technologies (including, but not limited to: tags, pixels, beacons, cookies and similar technologies) may be incorporated in the advertising material to be delivered. A list of the tracking technologies that may be incorporated can be found here: https://campus.groupm.de/groupm-vendorenliste. In this respect, the relevant data protection provisions (e.g. DSGVO, BDSG neu, etc.) may oblige you to (i) inform the users of the websites on which the advertising material to be delivered is used about the use of the aforementioned tracking technologies and (ii) ask the users for their consent to the use of these tracking technologies and to respect the corresponding decision of the users. If you are unable or unwilling to comply with any of the foregoing obligations with respect to individual tracking technologies or entirely, you undertake to inform us of this circumstance in text form before accepting this booking order.
The Contractor is obliged to handle the information, data and documents as well as knowledge (further referred to as information) provided by the Client on the occasion of their collaboration with strict confidentiality. For the duration as well as after the end of this Contract, the Contractor may neither sell this information, nor use it directly or indirectly, in full or in part and may not make it accessible to third parties – neither in modified or in processed form – without a previous written approval of the Client. Third parties are, in the sense of this provision, among others also consultants of the Contractor and employees of affiliated companies. This obligation is applicable also to information related to the collaboration between the Contractor and the Client.
The use of information is restricted to the purposes related to project implementation. The information is transmitted to employees only if they are absolutely necessary for their activity within the project. The Contractor shall take all necessary measures to fulfil the above-mentioned obligation.
All rights related to the information made available remain the property of the Client or of the advertising company. The availability of information shall not be interpreted as granting or approving licence rights or similar rights.
The Contractor shall oblige their employees and agents to observe the same provisions.
If the Contractor obtains knowledge about an illegal transmission of confidential information to third parties, they shall inform the Client immediately.
The entrusted information shall be returned or destroyed with the necessary proof at the Client’s request or after the end of the Contract.
The rates are subject to any negotiations – these are integral part of the Contract.
Further, the Contractor oblige themselves,
- without express assignment, to supply only user-initiated and no autostart moving images forms of advertisement (including mouse-over start of videos).
- The campaigns booked by the Client are to be delivered only within their transparent website portfolios (analogous to tariff data) and the Client shall be sent a continuously updated white list. The addition of network inventory, exchanges, SSPs or similar is allowed only with an express assignment.
- Online campaigns on mobile devices ordered by the Client (e.g. smartphones and tablets) can be delivered only after the express assignment by the Client.
- No click generation in the entire portfolio without express assignment, created through a mouse-over mechanism and media services (ad impressions, clicks, CPX, etc.) shall be delivered only when accessed; forced clicks are prohibited.
- No cross-border traffic without prior assignment, resp. only German traffic (German IP address) delivered by German websites and stored as standard in their ad server.
- In case of rotations or theme channels, the campaign shall be distributed evenly (fair share) on the included portals.
- If not expressly booked by the Client, no ad impressions of websites with main content primarily related to (the Client uses technical means – ad verification tools – to monitor and prevent advertisement delivery in the mentioned environments):
- violent content
- sexual content
- adult content
- natural catastrophes and wars
- party-political content
- illegal filesharing, link collections and downloads
- racist content, content defamatory of individuals, groups or organisations
- excessively vulgar content
- hacking and cracking content
- content related to gambling activities or casinos
- content related to illegal drugs and drug accessories
- content related to the sale of beer and alcoholic beverages
- content related to the sale of tobacco and tobacco products
- content related to the sale of prescription medicines
- content related to the sale of arms or ammunition, e.g. fire arms, arm accessories, combat knives, stun guns
- content related to the sale of replicas or imitations of trademark products or other products
- content related to the sale or dissemination of homework and other student papers
- content referring to programs rewarding users for clicking on ads or offers, for searches, for viewing advertising videos, for visiting websites or reading emails
- other illegal content, content advertising illegal activities or violating the rights of others
- other ad fraud
The Client has no obligation to remunerate ad impressions, clicks, CpX, etc. if the Contractor has infringed upon the obligations under articles 1. to 7.
The Client may employ external service providers to monitor the compliance with the above-mentioned terms and conditions, e.g. Metrics, Sizmek or others.
If the above mentioned terms and conditions are not fulfilled, the Contractor shall inform the Client immediately, so that the Client can proceed to shifting assignments resp. to canceling the assigned services free of charge.