General Terms and Conditions
of United Internet Media GmbH
Media Sales
1. Scope
2. Conclusion of the Contract
3. Rights and Obligations of the United Internet Media GmbH
4. Client’s Rights and Obligations
5. Granting of Rights
6. Prices and Payment Terms
7. Term and Cancellation
8. Warranty / Liability
9. Final Provisions
1. Scope
1.1 The following conditions shall apply for the advertising services of the United Internet Media GmbH, Elgendorfer Str. 57, D-56410 Montabaur, represented by Rasmus Giese, Michael Hagenau, Verena Patzelt ("United Internet Media GmbH") on the web pages operated by the United Internet Media GmbH as well as for the advertising services of the United Internet Media GmbH on web pages not operated by the United Internet Media GmbH (hereinafter referred to as “Online Advertising”). This shall include, but not be limited to, advertising banners, pop-ups, sponsoring of services such as "MillionenKlick" including sponsored coupons and e-commerce sponsoring, as well as the areas of thematic link placements, special interest placements, and keyword placements.
1.2 Even if the United Internet Media GmbH should have knowledge of any deviating, opposing and/or supplementary general terms and conditions, such terms and conditions shall not form part of the Contract unless the United Internet Media GmbH has expressly agreed to them.
2. Conclusion of the Contract
2.1 A contract between the United Internet Media GmbH and the advertiser, an advertising agency, or any other third party (hereinafter collectively referred to as “Client”) relating to Online Advertising shall be deemed entered into upon acceptance of Client’s order by the United Internet Media GmbH.
2.2 The United Internet Media GmbH shall enter into a contract for Online Advertising with an advertising agency or an advertising broker only for Clients that are clearly identified by name. Upon request the advertising agency and/or the advertising broker must supply proof that they have been duly commissioned.
3. Rights and Obligations of the United Internet Media GmbH
3.1 The United Internet Media GmbH shall provide the requested advertising according to the data specified in the order form. Client shall not be entitled to demand that the Online Advertising be placed at a certain location within the web page in question.
3.2 In so far as compensation is calculated on a TCP basis the United Internet Media GmbH shall, upon request, inform Client of the number of AdImpressions and AdClicks as well as about the AdClick rate (ratio of AdClicks and AdImpressions) of the web pages on which Client’s Online Advertising has been placed; if compensation is calculated on a Pay-Per-Click basis, the United Internet Media GmbH shall inform Client of the number of actual clicks as illustrated at URL http://united-internet-media.de/.
3.3 To the extent that the Online Advertising is not obviously recognizable as advertising, the United Internet Media GmbH may identify it as such, in particular by marking it with the word “advertising” and/or distinguishing it spatially from the editorial content in order to clearly emphasize its advertising character.
3.4 The United Internet Media GmbH may render partial performance of services to the extent that this does not burden Client unreasonably.
3.5 The United Internet Media GmbH reserves the right to delay the publication date of Online Advertising to the extent that there exist legal reservations about the publication, that the stipulated service for the Online Advertising is not available for legal reasons, or that technical circumstances prevent publication on the agreed date. The United Internet Media GmbH, when delaying a publication date, shall show due consideration for those interests of the Client of which the United Internet Media GmbH is aware, to the extent that this is possible and reasonable.
3.6 If contents and materials for online advertising are not received in time by the United Internet Media GmbH, i.e. for standard advertising media according to the group of online advertising agencies in the BVDW (Federal Association for Digital Economy), listed under www.werbeformen.de, a minimum of 3 working days prior to first publishing, as well as a minimum of 5 working days prior to publication for special advertising formats, and if for that reason the delivery of the online advertisement of the United Internet Media GmbH is delayed or, regarding wait orders, it is impossible to start delivery at all, the United Internet Media GmbH are released from their obligation to perform for the duration of the delay. The operating figures that are to be achieved by the United Internet Media GmbH are reduced respectively. Even then the United Internet Media GmbH is entitled to claim their payment as agreed in the contract to the full extent.
3.7 The United Internet Media GmbH is entitled to interrupt the online advertisement or to reject any material and contents made available for online advertising by the customer, if and when there is reasonable suspicion for the material including the contents referred to via link within the online advertising to be an infringement of the applicable law of the Federal Republic of Germany or any government regulations, a violation of any third party’s rights, or if they were objected to in an appellant process by the German Advertising Counsil or if and when their publication is impossible or unacceptable due to their technical form.
If the contractor arbitrarily amends any already published advertising medium subsequently, also inasmuch data referred to via a link are concerned, and if the amendment complies with the requirements of paragraph 1 of this item, the United Internet Media GmbH is likewise entitled to block the respective advertising media or the order and to terminate its publication.
In this regard, however, the United Internet Media GmbH is not bound to screen advertising media of their customers for possible infringements of applicable law, especially of item 4.5 of these Terms and Conditions
The United Intern Media GmbH shall inform Client without delay of any such block, stating the reasons therefor. In such a case the United Internet Media GmbH may offer to change the Online Advertising in question. Any additional costs resulting from the repeated programming and/or re-programming of the web pages including Online Advertising shall be borne by Client, subject to the prices listed in the media data; any expenses shall be reimbursed.
3.8 The United Internet Media GmbH may furthermore reject any contents and material, if and when their content or quality does not comply with the technical specifications of united-internet-media.de. In such a case Client shall be entitled to provide the United Internet Media GmbH with a changed version of the Online Advertising. If this replacement advertising is not received by the United Internet Media GmbH in time, i.e. at least 12 hours prior to the first scheduled publication, the United Internet Media GmbH is still entitled to the contractually agreed-upon compensation even if the Online Advertising is not published or is not published on time. In case this surrogate advertising is not received in time by the United Internet Media GmbH, item 3.6 is to be applied respectively.
3.9 Further, the United Internet Media GmbH reserves the right to refuse Online Advertising from the United Internet Media GmbH’s competitors. The parties have agreed that the United Internet Media GmbH shall be entitled to a right of termination on exceptional grounds if, after conclusion of the Contract, the United Internet Media GmbH gains knowledge of circumstances that justify a refusal. In such a case Client shall have no further claims.
3.10 The United Internet Media GmbH shall also have the right to enter into agreements regarding Online Advertising with Client’s competitors.
3.11 At any time the United Internet Media GmbH is entitled to develop their own services or to have them developed on their own behalf, thereby fully or substantially substituting the contractual services of the contract partners. As far as the United Internet Media GmbH makes use of this right or intends to do so, the United Internet Media GmbH is entitled to terminate the present contract with 3 months notice to the end of the month.
3.12 The United Internet Media GmbH shall not be obligated to produce graphics and/or advertising copy. To the extent that the United Internet Media GmbH should render such services based on individual agreements, the costs for producing graphics and/or advertising copy shall be paid for separately on the basis of the prevailing the United Internet Media GmbH rates at that time.
3.13 The United Internet Media GmbH is entitled to remit the gross advertising rates of the client on product level and allocation unit for the publication to AC Nielson.
4. Client´s Rights and Obligations
4.1 No later than three business days prior to the scheduled publication, Client shall provide the United Internet Media GmbH with the materials and information, complete and free from defects, which are necessary for the Online Advertising. Client is obligated to check the lawfulness of the materials and the type of advertising prior to their submission to the United Internet Media GmbH. Client shall warrant that the material is suitable for the agreed-upon purposes, in particular for screen display, in the various links and in the contractually agreed upon type and size.
4.2 Client undertakes to comply with the technical and content specifications pursuant to the contractual provisions. Particular specifications regarding media data shall also apply. These may be retrieved at the URL https://united-internet-media.de/, or they may be requested in hard copy from the United Internet Media GmbH.
4.3 Any and all of the United Internet Media GmbH’s services shall be subject to the precondition that the United Internet Media GmbH receive that which is necessary for the performance of the United Internet Media GmbH’s obligations hereunder in an accurate and timely manner, and that Client fulfill and/or perform any and all obligations and cooperative actions. Client shall appoint an employee as contact person and inform the United Internet Media GmbH accordingly.
4.4 The customer warrants that the online advertisement itself as well as its contents comply with any and all of the relevant legal provisions and that they particularly do not infringe any provisions of criminal or competition law and that no rights of any third party (right to bear a name, copyright, data privacy laws, etc.) is violated. If the customer is using personally identifiable data (e.g. pseudonymized profiling) from a third party for the delivery of Online Advertising through ad formats by United Internet Media GmbH, the customer is making sure that the personal data will be processed appropriate to its purpose constituted on its legal basis. In this context the customer may not infringe statutory prohibitions, morality and any third party’s rights with their form, content or the pursuit of the purpose of their online advertisement. The customer specifically commits himself to consider this within the framework of their online presence, as well as not to display any pornographic contents, neither to glorify violence or to incite to hatred between segments of the population or minority groups, not to incite to criminal offences and not to offer or allow anybody to offer services which deal with pornographic contents (e.g. nude shots, peep shows, etc.) there.
4.5 The customer is obligated to adhere to the applicable data protection provisions – specifically the federal as well as the data protection provisions for teleservice – and to impose this obligation on their employees also.
4.5.1 Should the customer obtain or collect any data from the release of advertising media on the online offers of the United Internet Media GmbH by using specific techniques such as e.g. cookies or web-bugs, the customer warrants, that they shall adhere to the stipulations of the Law on Telemedia (TMG) or the State Treaty on Broadcasting (FfStV) respectively, as well as the Federal Data Protection Provisions (BDSG), when ascertaining, processing and using personal data.
4.5.2 In as much as the customer accrues any anonymous or pseudo-anonymous (and as such personal) data due to his access to advertising media they supplied for the online offers of the United Internet Media GmbH, then the customer may analyse those data in the framework of the respective campaign for the benefit of the actual advertiser, who commissioned the customer with releasing the respective campaign. This analysis may comprise only those anonymous and pseudo-anonymous data generated by releasing the advertisement on the online offers of the United Internet Media GmbH.
4.5.3 Furthermore the customer is enjoined from any further processing, utilization and dissemination of any and all data (anonymous and personal) beyond the respective online offers of (Contractual Partner) due to his access to those advertising media they supplied for the online offer of the United Internet Media GmbH. The customer is particularly not entitled to save those data accrued from the release of advertisements on the online offers of the United Internet media GmbH for their own purposes and/or analyse them, use them otherwise or impart them to any third party. For example, this applies to IP addresses which are required for a basic technical functionality process of our ad delivery system. The customer has to immediately anonymize or delete such personally identifiable data. This prohibition also covers the compilation of profiles of the usage pattern of the user on the online offers of the United Internet Media GmbH and their further utilization.
4.5.4 If the customer employs the systems of any third party for the release of advertising media on the online offers of the United Internet Media GmbH, they guarantee, that the operator of the system also adheres to this agreement. The customer assures that in case of a user’s withdrawal (opt-out) future data processing will end immediately and no cookies or other recognition identifiers will be used.
4.5.5 For each and any violation of the obligations arising from item 4.5 to item 4.5.4, the customer shall have to pay a contractual penalty amounting to the tenfold price of the order, the improper utilization of data stems from. Any possible further claims for damages remain unaffected.
4.6 The Customer undertakes to notify United Internet Media GmbH when using such systems prior to launching the United Internet Media GmbH for verifying the delivery of campaigns (Ad Verification).
4.6.1 If no notification is given, United Internet Media GmbH reserves the right to undertake self-supporting actions regarding measurement deviations and errors.
4.6.2 In any case, United Internet Media GmbH reserves the right, following the use of a system to check the delivery of campaigns, to examine and reject compensation claims for measurement deviations.
5. Granting of Rights
5.1 Client shall grant the United Internet Media GmbH the worldwide, non-exclusive exploitation rights that are necessary for unrestricted Internet use in performance of this Contract, limited to the term of this Contract, in and to the contents provided in conjunction with the Online Advertising, and in particular the advertising contents.
5.2 The granting of rights shall be limited to the term of this Contract. The exploitation rights shall expressly be granted only as non-exclusive rights, i.e. Client shall remain entitled to dispose of the rights in and to the contractual contents and materials. Upon termination of this Contract, the United Internet Media GmbH shall relinquish the exploitation rights to the contents that were provided for the purposes of this Contract, and shall either return any materials provided by Client or provide proof of their destruction.
5.3 Client warrants that Client has the right to insert the hyperlinks connected with the Online Advertising. To the extent that Client, according to Client’s Online Advertising contract with the United Internet Media GmbH, uses the product keyword placement, Client warrants that it has the right to use the specified keywords and is authorized to use such keywords in the context of the Online Advertising.
5.4 Client warrants that it has at its disposal any and all rights granted to the United Internet Media GmbH under this Contract including, but not limited to, the necessary exploitation rights under copyright and neighboring copyrights. Further, Client warrants that the personal rights or any other rights of third parties will not be infringed upon by the exploitation of the contents in conformity with the Contract.
5.5 Client shall release the United Internet Media GmbH from any third-party claims which may be asserted in conjunction with the contractual exploitation of the contents or through non-compliance with Client’s obligation pursuant to Section 4. As far as the client causes advertising services by the United Internet Media GmbH on web pages not operated by the United Internet Media GmbH, the United Internet Media GmbH is entitled to release the particular operator of these web pages also correspondingly from any third-party claims, and the Client is obligated to release the United Internet Media GmbH from claims of the particular operators of these web pages or from such third-party claims. Costs to be reimbursed shall include reasonable costs of bringing an action and/or costs of legal defense which may accrue to the United Internet Media GmbH in the enforcement of rights granted to the United Internet Media GmbH hereunder or in the defense of third-party claims. However, the United Internet Media GmbH shall notify the Client without delay of any anticipated action or legal defense, in order to give the Client the opportunity to institute proceedings against a third party and/or third parties itself.
In case of a violation of the obligations pursuant to this item, item 3.7 of these Terms and Conditions applies.
6. Prices and Payment Terms
6.1 To the extent that the prices are not expressly stipulated in the order form, they can be found in the regularly updated media data, which may be retrieved at the URL united-internet-media.de, or requested from the United Internet Media GmbH in hard copy.
6.2 In the event of price increases of more than 5% over the previous price, Client shall be entitled to terminate the Contract for exceptional grounds. Client must state its intent to exercise this right in writing to the United Internet Media GmbH within ten business days after receipt of the price change notification, otherwise the price change shall be deemed approved.
6.3 The prices published by the United Internet Media GmbH are net prices. The United Internet Media GmbH shall indicate any statutory sales tax separately.
6.4 Payment for the United Internet Media GmbH’s advertising services shall be due the first day of publication of the Online Advertising against an invoice issued by the United Internet Media GmbH. To the extent that Online Advertising is not published due to Client not fulfilling its obligations, or due to sub-section 3.6, the first day of the scheduled publication shall be decisive for the due date.
6.5 Client has to state any objections to the United Internet Media GmbH over the invoiced amount within 6 weeks after receipt of invoice in written form. Failure to object in time shall be accounted as approval. This fact shall be pointed out by the United Internet Media GmbH on every invoice.
6.6 In case an order is not executed, for reasons which the United Internet Media GmbH is not liable for or due to a justified termination without notice by the United Internet Media GmbH, the contractor has to reimburse the United Internet Media GmbH the difference between the discount granted de facto and the discount respective to the real amount of booked services.
6.7 In case of a delay or deferment of payment, interest to the amount of 8% on top of the base lending rate, or 5% on top of the base lending rate, if the customer is a consumer in terms of § 7 BGB (Civil Code), shall be charged. The United Internet Media GmbH charges, in addition to possible bank charges, a processing fee of 10.00 Euro for every back posting of a bank transfer or any cancellation of a debit entry. The customer has the right to prove a more minor damage.
6.8 The United Internet Media GmbH is entitled to verify those documents and books relevant for the accounting of payments by a third person, subjected to professional discretion, during normal business hours. In case of reasonable doubt about the accounting of the United Internet Media GmbH a verification is possible at any time. The verification has to be announced with a period of 5 working days in advance. The United Internet Media GmbH is liable for the costs of such verification, unless the verification proves a divergence of more than 3% to the disadvantage of the United Internet Media GmbH. In such a case Client has to pay the costs. This right on the part of UIM shall be effective for 5 years beyond the expiration of the contract.
6.9 A rebate according to the sales discount scale is only granted on each individual order, which fulfils the requirements of the rebate scale. Any orders whose contractual conditions diverge from the standard price list united-internet-media.de/preisliste.html are not eligible for rebate.
7. Term and Cancellation
7.1 The term of the Contract is stipulated in the sales offer and/or in the United Internet Media GmbH’s order confirmation, the latter having priority.
7.2 Client may cancel advertising orders after conclusion of the Contract. The cancellation must be in writing. The United Internet Media GmbH shall terminate publication of the Online Advertising promptly upon receipt of the cancellation.
7.3 Cancellation up to two weeks before the start of publication is possible at no cost. In the event that cancellation occurs within a shorter period of time, the United Internet Media GmbH shall be entitled to bill the following amounts:
7.3.1 for cancellation after 2 weeks before start of publication up until start of publication: 30% of the net order value;
7.3.2 for cancellation after start of publication, 50% of the net value of the ordered advertising that has not yet been published at the time that publication of the Online Advertising is discontinued. In addition the price for the already published Online Advertising shall be billed. For this billing, the discount rate for the lesser volume shall apply.
7.3.3 United Internet Media GmbH reserves the right to allow ad shifting in case of clause 7.3.1, at ist own discretion - in contrary to the above provision. If United Internet Media GmbH permits the postponement of the ad delivery, for later cancellations 30% of the net order value will be due even if the cancellation occurs more than two weeks before the planned new ad delivery date.
7.4 In deviation from the above provisions, a cost-free cancellation of regularly scheduled bookings shall be possible only up until two weeks prior to the publication date. A regularly scheduled booking, in contrast to bookings for dynamic advertising space that contains continually changing advertising content, shall be understood to mean such advertising space that can be published only on a certain fixed date or only at a certain advertising location, including, but not limited to, advertising space in newsletters which are sent at fixed dates, or regularly booked subpages within the Portal Page (Microsite). If a regularly scheduled booking is cancelled less than two weeks prior to the publication date, the United Internet Media GmbH shall be entitled to charge the Client 100% of the net order value unless the Client proves to the United Internet Media GmbH that the advertising space may be sold otherwise by the booked date. In the event of a replacement booking, the United Internet Media GmbH shall be entitled to bill Client for the difference between the new and the cancelled net order value plus a handling fee of 30% of the cancelled net order value.
7.5 A termination for good reason remains unaffected. An important reason for termination for United Internet Media GmbH is:
- if the customer culpably violates essential contractual obligations even after warning and expiry of a reasonable period;
- if the customer becomes insolvent, petition for insolvency proceedings have been filed against the client's assets, have been rejected for lack of assets or preliminary injunctions have been issued under the Insolvency Act or if enforcement measures are applied against the customer and not reversed within one month (eg B. annulment of an arrest) were;
- if the customer is majority-owned by another company
- if the operator of the contractual websites marketed by United Internet Media GmbH ceases to operate the websites; or
- if the requirements of paragraph 3.9 exist.
7.6 Terminations must be made in writing.
8. Warranty/ Liability
8.1 In the event of defects in the Online Advertising, the United Internet Media GmbH may opt to provide either correction or replacement. Should such re-performance fail, Client may demand a price reduction or rescission of the Contract. In the event of minor defects Client shall not have the right to cancel the Contract.
8.2 Client must notify the United Internet Media GmbH in writing of any apparent defects in the Online Advertising within 5 business days from live publication of the Online Advertising; should Client fail to do so, a warranty claim shall be excluded. The timely dispatch of the notification of defects shall be deemed sufficient for keeping the deadline.
8.3 Events of force majeure which render the performance of a service and/or the fulfillment of an obligation considerably more difficult or impossible shall give the affected party the right to postpone the performance of such service and/or the fulfillment of such obligation for the duration of the force majeure events plus an appropriate recovery time. The same provisions as those governing force majeure events shall apply to industrial disputes in the parties’ own companies and/or in third-party companies. If, because of the type of disturbance, it cannot be expected that the service can be performed within a reasonable period of time, each party shall be entitled to rescind this Contract, in whole or in part, due to the part of the service not yet performed.
8.4 Client shall release the United Internet Media GmbH from any third-party claims which may be asserted in conjunction with the contractual exploitation of the contents or through non-compliance with Client’s obligation pursuant to this contractual relationship. Costs to be reimbursed shall include reasonable costs of bringing an action and/or costs of legal defense which may accrue to the United Internet Media GmbH in the enforcement of rights granted to the United Internet Media GmbH hereunder or in the defense of third-party claims. However, the United Internet Media GmbH shall notify the Client without delay of any anticipated action or legal defense, in order to give the Client the opportunity to institute proceedings against a third party and/or third parties itself.
8.5 For all other purposes, the United Internet Media GmbH shall be liable only to the extent that the United Internet Media GmbH, the United Internet Media GmbH’s agents and/or the United Internet Media GmbH’s legal representatives have acted with intent or gross negligence. This shall not apply to the extent that primary obligations to perform under this Contract have been violated by the United Internet Media GmbH, the United Internet Media GmbH’s agents and/or the United Internet Media GmbH’s legal representatives.
8.6 In the event of slight negligence, liability of the United Internet Media GmbH and/or the United Internet Media GmbH’s agents and the United Internet Media GmbH’s legal representatives for financial loss shall be excluded with respect to indirect damage, including, but not limited to consequential, unforeseeable, or atypical damage, and lost profit.
8.7 For financial loss in the event of slight negligence, the United Internet Media GmbH’s liability shall be limited to the overall amount to be paid by the Client according to Section 6.
8.8 Any legally prescribed strict liability of the United Internet Media GmbH, in particular any such strict liability arising from the German Product Liability Act and/or any liability arising out of an implied warranty, shall remain unaffected by the limitations of liability delineated in sub-sections 8.4 through 8.6 above. Further, sub-sections 8.4 through 8.6 shall not apply to the United Internet Media GmbH’s liability in case of culpable injury to the Client’s life, body, and/or health.
8.9 Sub-sections 8.4 through 8.7 encompass any and all contractual and non-contractual claims resulting from this Contract and/or the use of the services and/or the United Internet Media GmbH site.
8.10 Any claims of Client against the United Internet Media GmbH arising from defective performance or defects in the Online Advertising shall become time-barred one year after the claim arose and after knowledge or grossly negligent or intentional lack of knowledge of the circumstances that gave rise to the claim. This shall not apply to claims in tort and claims which are based on the United Internet Media GmbH’s intentional conduct.
9. Final Provisions
9.1 Any alterations, modifications, amendments or supplements to these General Terms and Conditions must be made in writing, by facsimile or by e-mail. Failure to meet this form requirement will render any such alterations, modifications, amendments, or supplements null and void. This shall also apply to any changes and/or modifications to this sub-section.
9.2 Any invalidity of any provision of these Terms of Use shall not affect the validity of the remaining provisions of these Terms of Use. Invalid provisions shall be replaced by those which come closest to the intended economic meaning of the invalid provision. The same applies to the occurrence of any gaps that need filling.
9.3 Venue shall be the United Internet Media GmbH’s registered office to the extent that Client is a "Kaufmann" as defined in the German Commercial Code, a public law entity, or a public special fund. The same shall apply if Client should have no domicile or habitual place of abode in the Federal Republic of Germany at the time legal proceedings are instituted.
9.4 Client shall not be entitled to assign or transfer claims under this Contract without the United Internet Media GmbH’s prior written consent. Client’s right to set-off or retention shall be limited to uncontested claims or claims recognized by declaratory judgment.
9.5 The parties to this contract shall not make, publish and/or otherwise make available to third parties any press information, statements to the press and/or other public statements regarding the entering into or performance of this Contract without mutual prior agreement. Irrespective thereof the United Internet Media GmbH shall have the right to make reference to the cooperation provided for in this Contract.
9.6 This contract shall be governed by the laws of the Federal Republic of Germany with no application whatsoever of UN sales law (CISG).
Update: February 2025