General Terms and Conditions for Online & Mobile Advertising*
Status: Munich 2022
§ 1 Scope of Application
(1) The business relationship between stock3 AG (hereinafter referred to as „stock3“) and the business partner (hereinafter referred to as „Partner“) is exclusively governed by the following General Terms and Conditions (hereinafter referred to as „GTC“) in their valid version at the time of ordering, which are currently accessible on the stock3 platforms. Contrary or deviating conditions of the Partner will not be recognized unless stock3 has expressly agreed in writing to their validity. This also applies if stock3 provides services to the Partner while being aware of such conditions.
(2) Within the scope of this business relationship, stock3 provides services to the Partner related to the publication of various types of advertising activities (such as display advertising, content and native advertising, or the organization of webinars and other events) on the platforms and services operated by stock3.
§ 2 Conclusion of Contract
(1) The contract is established upon receipt of the booking confirmation (via email or mail) from the Partner or upon the performance of services by stock3.
(2) If the Partner acts for or on behalf of a third party (e.g., advertising or media agencies), the Partner must disclose the name or identity of the third party and provide proof of their authorization to stock3 upon request. Until the identity of the third party is disclosed, stock3 is not obligated to provide the contracted services. stock3 also has the right to withdraw from the contract if revealing the identity of the third party would compromise legitimate interests of stock3. The same applies if the Partner intends to conclude the contract with stock3 through an advertising intermediary who does not act in their own name.
(3) stock3 reserves the right to enter into contracts with competitors of the Partner or with partners in direct business without involving booking agencies.
(4) stock3 also reserves the right to reject individual orders without stating reasons if their publication is unreasonable for stock3.
§ 3 Services by stock3
(1) stock3 undertakes to place the material provided by the Partner for advertising purposes in the media specified in the contract for the contractually agreed duration. The contract specifies the specifications of the advertising service to be provided, such as the duration, placement, any guaranteed number of ad impressions, etc.
(2) The scope of stock3’s services does not include the creation of graphics or advertising texts (including revisions) for the Partner. Such services require a separate agreement between the parties.
(3) If the material provided by the Partner for publication is not obviously recognizable as advertising, stock3 is authorized to label it as such, particularly using words like „Werbung,“ „Ad,“ or similar terms. Similarly, stock3 has the right to visually differentiate the material from any existing editorial content to emphasize its advertising nature.
(4) Given the current state of technology on the Internet, services provided over the Internet may not always be error-free, continuously available, and/or free from disruptions. All services offered on the Internet can be affected, particularly by technical circumstances, performance and/or connectivity issues, hardware and software errors, as well as actions by third parties that cannot be attributed to stock3 (e.g., viruses or service attacks). Therefore, the Parties agree that interruptions and/or disruptions in service provision resulting from such causes are not the responsibility of stock3 and do not confer any rights to the customer. This includes computer viruses or deliberate attacks on computer systems by „hackers,“ provided that appropriate protective measures have been implemented.
§ 4 Partner’s Obligations
(1) The Partner ensures that the material provided by them, as well as the linked target page (website), do not violate applicable law. In particular, the Partner guarantees that the provided material is designed in a way that:
Does not create the impression of a Windows system message.
Clearly indicates that the advertising material is an advertisement and eliminates any potential for misleading information about the advertising purpose.
All design functional elements (e.g., search fields, pop-up menus, selection boxes, etc.) are genuinely functional.
The advertising does not contain viruses, worms, trojans, or other malicious programs capable of accessing, altering, deleting, or damaging other computer programs or data.
It does not contain content, hyperlinks, and references to content that constitutes pornography as defined by § 184 of the German Criminal Code (StGB) or content harmful to minors as defined by §§ 1, 6, 21 of the Youth Protection Act (GJS), or content that incites racial hatred as defined by §§ 86, 131 of the German Criminal Code (StGB), glorifies or trivializes violence, glorifies war, promotes a terrorist organization, incites criminal activities, contains defamatory statements that could damage the reputation of stock3, or contains other illegal content.
It complies with the provisions of the Telemedia Act and other relevant advertising laws. In particular, the Partner guarantees that the advertising material does not violate German law, including but not limited to personality rights, copyright, performance protection rights, trademark rights, or other rights, nor does it trigger any objections related to competition law, data protection law, or other legal issues.
(2) Furthermore, the Partner ensures that the material provided by them does not infringe upon or violate the rights of third parties of any kind. This especially refers to the necessary usage rights for the material intended for publication provided to stock3, as required by this contract.
(3) The selection of advertising material and its placement is the responsibility of the Partner. stock3 does not verify the suitability of the material provided by the customer for the intended advertising purpose and its requirements.
(4) The Partner agrees to provide stock3 with the necessary material for advertising placement no later than 3 business days before the agreed-upon publication date. The material should be complete, error-free, and in accordance with the contractual agreements, all at the Partner’s own cost. The Partner undertakes to ensure that the material is suitable for the agreed-upon purposes, particularly for display and screen presentation in the relevant context and in the size and manner specified in the contract. If the provided material includes hyperlinks, the Partner is required to provide the respective hyperlink target addresses in advance. If the Partner fails to meet the above-mentioned deadline and the advertising materials cannot be published or are not published in a timely manner, this does not affect stock3’s claim for full payment of the agreed compensation.
(5) The Partner fulfills the contractual cooperation actions as contractual obligations and is liable for all damages arising from the non-contractual performance of the aforementioned obligations by the Partner. If the Partner fails to fulfill their cooperation obligations in whole or in part, stock3’s obligation to provide the services that cannot be provided without the Partner’s cooperation obligations or can only be provided with disproportionate additional effort will also be suspended for the duration of the non-fulfillment. Any additional effort caused by the non-fulfillment of cooperation obligations shall be borne by the Partner in accordance with the prices agreed upon in the respective contract, or if such prices are not specified there, based on stock3’s general rates applicable at the relevant time according to the time spent. Expenses shall be reimbursed. Legal termination, compensation, or withdrawal rights of stock3 remain unaffected in any case.
(6) The Partner indemnifies stock3 from any claims by third parties related to violations of rights according to paragraphs 1 and 2 of Section 4 and undertakes to fully compensate the Provider for all disadvantages and damages incurred in this context (including defense costs such as court and attorney fees).
§ 5 Durations
(1) The duration of the contract is determined by the respective order confirmation.
(2) stock3 is not obligated to provide the Partner with the information, data, files, and other materials necessary for the execution of advertising measures after the completion of the measures unless otherwise agreed upon by the parties.
§ 6 Notice Periods
(1) The notice periods depend on the specific order and are detailed in the respective booking confirmations or contracts.
(2) Each contracting party is entitled to terminate the contract without notice if there is a significant reason. A significant reason for stock3 includes when the Partner:
Repeatedly defaults on the payment of due compensation.
Violates their obligations according to § 4.
§ 7 Cancellation
(1) The Partner can cancel orders as long as the cancellation is received by stock3 by mail or email at least 2 weeks before the agreed-upon publication date. No costs are incurred by the Partner for such cancellations.
(2) If the Partner does not adhere to the deadline mentioned in § 7 paragraph 1, cancellations received by stock3 by mail or email up to 2 business days (until 5:00 PM) before the agreed-upon publication date will be charged a processing fee of 15 % of the net contract value.
(3) In the case of a cancellation after the deadline mentioned in § 7 paragraph 2, stock3 is entitled to invoice the Partner for the entire agreed compensation (100 % of the contract value).
§ 8 Rejection and Suspension of Services
(1) stock3 is entitled to reject material provided by the Partner for publication if it contains illegal content as defined in § 4 paragraph 1 and/or web pages linked to it, violates the rights of third parties as defined in § 4 paragraph 2, or if the placement is unreasonable for stock3 for other reasons. Likewise, under the aforementioned conditions, stock3 is entitled to temporarily or permanently suspend the publication of the material.
(2) If there is reasonable suspicion that the material provided by the Partner and/or web pages linked to it contain illegal content as defined in § 4 paragraph 1 or violate the rights of third parties as defined in § 4 paragraph 2, stock3 also has the right to reject such material or interrupt the publication during the placement until a statement from the Partner and clarification of the matter are obtained. stock3 will promptly notify the Partner of the rejection or suspension with reasons provided.
(3) The Partner’s obligation to pay the agreed compensation remains unaffected by the implementation of measures according to § 8 paragraph 1 or paragraph 2. However, the Partner is free to provide stock3 with new or modified material that meets the contractual requirements.
(4) stock3 has the right to postpone or cancel an agreed-upon publication date if a service through which the publication is to take place is not offered at the agreed-upon date or if technical circumstances related to the Internet prevent publication at the agreed-upon date, provided that stock3 is not responsible for the obstacles. If a postponement of the date is possible to a later point in time, stock3 will take into account the Partner’s known interests, to the extent possible and reasonable.
§ 9 Remuneration and Payment Terms
(1) The compensation to be paid by the Partner for stock3’s services is based on the respective current price list unless otherwise agreed upon in written form. The specified prices are subject to the statutory value-added tax.
(2) If the compensation is calculated based on CPM (Cost Per Mille, calculated per 1,000 ad impressions), stock3 will, upon request, inform the Partner about the number of ad impressions, ad clicks, and the ad click through rate (ratio of ad clicks to ad impressions) on stock3’s platforms where the customer’s advertisement is placed.
(3) stock3 will invoice the Partner for the services provided in the subsequent month of the initial publication of the respective measure or upon completion of the measure, unless stated otherwise in the individual order/contract. With invoicing, the monetary amount agreed upon in the order becomes due and is to be transferred to an account specified by stock3 without deductions within 20 days.
§ 10 Payment Default and Assignment of Claims, Set-Off
(1) In the event of the Partner’s payment default, the Partner shall bear the respective reminder and processing costs. Legal default rules remain unaffected. For returned direct debits, stock3 charges a flat processing fee of 20 euros.
(2) The Partner is only entitled to assign claims from their contractual relationship with stock3 with prior written consent from stock3. This does not apply to monetary claims arising from a mutual commercial transaction.
(3) Offsetting the Partner’s own claims against stock3’s claims is only permissible for undisputed or legally established claims.
§ 11 Right of Use
(1) The Partner grants stock3 a simple, non-exclusive, worldwide, time-limited to the duration of the contract, and content-limited right of use for the material provided for publication within the scope of the order.
(2) The aforementioned rights grant also includes the right to store, reproduce, publish, make publicly accessible, digitize, and edit the provided material as far as necessary for the execution of the contract.
§ 12 Indemnification from Third-Party Claims
Insofar as stock3 is exposed to claims from third parties due to the contractual use of the material designated by the Partner for publication and provided by the Partner, claims arising from the infringement of industrial property rights, copyrights, or other rights, the Partner undertakes to indemnify stock3 from these claims as well as reasonable costs of legal proceedings and defense. Any claims for further damages remain unaffected by this provision.
§ 13 Warranty
(1) During the agreed-upon duration of the contract, stock3 will run the campaign under the agreed-upon conditions.
(2) If stock3’s performance falls short of contractual agreements, the Partner may demand appropriate supplementary performance from stock3. If adequate supplementary performance by stock3 is not possible, the Partner is entitled to a reasonable reduction in compensation. This does not apply if the substandard performance is negligible.
(3) The Partner’s right to claim damages under statutory provisions remains unaffected.
(4) Warranty claims expire within one year.
(5) The Partner shall promptly examine the material for accuracy of placement after its initial publication and report any errors to stock3 within 3 business days. After this period, the material will be considered accepted.
§ 14 Liability
(1) stock3 is only liable for its own negligence as well as the negligence of its legal representatives, executive employees, or other agents, subject to the following provisions.
(2) stock3 is fully liable for damages caused intentionally or through gross negligence by stock3 or their legal representatives or executive employees, as well as for deceit and in cases of personal injury.
(3) For damages caused intentionally or through gross negligence by simple agents of stock3, liability is limited to damages that were typical and foreseeable at the time of contract formation.
(4) In cases of slight negligence involving the violation of a duty that is of special importance for achieving the purpose of the contract and on whose compliance the Partner may regularly rely (cardinal duty), liability is also limited to damages that were typical and foreseeable at the time of contract formation. In all other cases, liability for damages caused by slight negligence is excluded.
(5) stock3 is not liable for damages resulting from disruptions in telephone lines, servers, and other facilities that are not within stock3’s responsibility. stock3 is particularly not liable for the failure of stock3’s server if the failure does not exceed 24 hours (consecutively or cumulatively) within 30 calendar days.
(6) stock3’s non-fault-based liability for defects existing at the time of contract formation is excluded.
(7) The aforementioned conditions also apply mutatis mutandis to liability for reimbursement of futile expenses.
(8) If the Partner has contributed to the occurrence of damage through culpable behavior, the extent to which the Partner and stock3 are to bear the damage shall be determined according to the principles of contributory negligence.
§ 15 Force Majeure
Force majeure, labor disputes, riots, official measures, and other unforeseeable, unavoidable, and severe events release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its impact. This also applies if these events occur at a time when the affected contracting party is in default. The contracting parties are obligated to provide the necessary information within reasonable limits promptly and to adjust their obligations to the changed circumstances in good faith.
§ 16 Data Protection
(1) The Partner assures stock3 that all data necessary for contract conclusion will be provided truthfully and completely, and any changes will be communicated to stock3. The legal provisions, particularly the Data Protection Act, apply to data protection. The Partner explicitly agrees that all data provided by them for the fulfillment of the contract may be stored and used for this purpose, and may be passed on to agents. In return, the Partner commits to complying with all applicable data protection regulations. Furthermore, the Partner will also oblige all employees and subcontractors used by them in the context of their business relationship with stock3 to comply with data protection regulations.
(2) If the Partner obtains or collects data from the placement of online campaigns using special techniques such as cookies or tracking pixels, the Partner assures that they will comply with the provisions of the Telemedia Act (TMG), the Interstate Broadcasting Treaty (RStV), and the Federal Data Protection Act (BDSG) when collecting, processing, and using personal data. If the Partner is an agency, it may only evaluate anonymous or pseudonymous (and therefore personal) data from accessing online advertising within the scope of the respective campaign for the specific advertiser who commissioned the placement of the respective campaign. This evaluation may only include anonymous and pseudonymous data generated through advertisements on online offerings marketed by stock3. The agency must not store, evaluate, otherwise use, or disclose data from online advertising for its own purposes or to third parties. This prohibition also includes creating profiles based on user behavior on stock3’s online offerings and their further use. If the Partner uses third-party systems for placing online campaigns, they will ensure that the system operator also adheres to this agreement.
§ 17 Changes to the General Terms and Conditions
stock3 reserves the right to amend or renew the General Terms and Conditions for Online & Mobile Advertising at any time with effect for the future. Changes or renewals of the General Terms and Conditions will only apply to the contracting partner if they have agreed to these changes or renewals in writing. To this end, stock3 will inform the contracting partner in advance about the intended changes or renewals. If the Partner does not agree with the changes, the previous General Terms and Conditions will continue to apply to them. Changes or additions to the General Terms and Conditions generally require written form to be effective. Oral agreements do not exist.
§ 18 Applicable Law and Jurisdiction
The agreements between both contracting parties laid down in this contract as well as all other agreements made in connection with this contract are subject to German law. The place of jurisdiction is agreed to be the registered office of stock3.
Balanstraße 73 (Building 11/3rd Floor)
§ 19 Confidentiality
The parties undertake to maintain confidentiality about all details of the contractual relationship as well as trade secrets of which they gain knowledge directly or indirectly from the other party in the course of executing the contract. This obligation applies throughout the entire term of the contract and beyond its termination.
§ 20 Severability Clause
If individual provisions of the contract, the booking confirmation, or the General Terms and Conditions for Online & Mobile Advertising are ineffective, the validity of the remaining provisions shall remain unaffected. In this case, a provision that comes closest to the parties‘ intention at the time of agreeing on the respective provision shall replace the ineffective or unenforceable provision. This also applies if this contract should contain gaps.
*These terms and conditions do not apply to consumers within the meaning of § 13 of the German Civil Code (BGB).