§1. Preamble 1. These terms and conditions apply exclusively to contracts between Audience Serv GmbH (hereinafter "Audience Serv") and its customers. Any conflicting terms and conditions of the customer are hereby rejected. Audience Serv does not recognise any deviating or conflicting terms and conditions of the customer, unless Audience Serv has expressly agreed to them in writing.
2. These General Terms and Conditions apply to all contractual relationships, including all future contracts.
3. Audience Serv is entitled to amend these terms and conditions with effect for future business dealings with the customer, subject to prior notice. The amendment shall be deemed to have been approved unless the customer objects in writing within two weeks of being notified of the amendment. Audience Serv will draw attention to this in the notice.
4. Audience Serv markets online advertising on websites on the internet or via email marketing through its network. Audience Serv facilitates the entire process of planning, placing and monitoring online advertising on advertising spaces on the internet.
§2 Offer & Contract 1. Offers from Audience Serv are always non-binding and subject to change.
2. Orders placed by the customer are binding. Audience Serv may accept these within two weeks of receipt, either in writing by means of an order confirmation, verbally, or by commencing the provision of services.
3. Audience Serv reserves the right to reject orders without giving reasons or to terminate ongoing campaigns. In the event of an order being rejected or a campaign being terminated, the customer shall have no claims for damages or other claims against Audience Serv.
4. Audience Serv is entitled to make the delivery or placement of advertising material conditional upon advance payment and, where applicable, the settlement of outstanding invoices.
5. Unless otherwise agreed, it is not possible to cancel campaigns that have already been booked.
6. Audience Serv receives a commission from the client for its services. The commission may be based on the following remuneration models:
a. CPM commission: The client pays Audience Serv a pre-agreed amount per impression or per email containing an advertisement that forms part of the client's campaign. In the orders, the commission is specified in CPM (per 1,000 impressions).
b. CPC commission: The client pays Audience Serv a pre-determined amount per click by a visitor on an advertising element of the client's campaign.
c. CPL / CPA commission: The client pays Audience Serv a pre-determined amount per user action. Prior to concluding the contract, the client specifies which action a visitor must perform for the lead to be accepted as valid.
d. CPO commission: The client pays Audience Serv a fixed percentage of the revenue generated by Audience Serv.
e. Fixed-price commission: The client pays Audience Serv a pre-determined fixed price.
f. Combinations of commission models are also possible. Any subsequent change to the commission rate is only possible by separate agreement and requires the written consent of Audience Serv.
§3 Campaign Implementation 1. Audience Serv shall be solely and independently responsible for the delivery and distribution of advertising material for all campaigns.
§4 Lead and Sales Campaigns 1. When running lead and sales campaigns, a special tracking code must be integrated into the customer's website.
2. The tracking code will be sent to the customer by email and must not be altered.
§5 Billing 1. Billing shall be based on Audience Serv's systems.
2. Audience Serv is entitled to invoice its remuneration immediately upon conclusion of the contract.
§6 Warranty and Liability 1. Audience Serv shall only be liable in cases of wilful misconduct or gross negligence.
2. Audience Serv accepts no liability for the websites marketed or the advertisements placed.
§7 Final provisions 1. Amendments and additions must be made in writing.
2. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected.
3. German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
