TERMS AND CONDITIONS FOR ADVERTISERS
SECTION 1 - SCOPE OF APPLICABILITY
1. The following General Terms and Conditions of Business include the provisions that apply exclusively between the advertiser (hereinafter: Client) and Red Pineapple Media GmbH, Adalbertstr. 8, 10999 Berlin, Germany (hereinafter: Red Pineapple Media), unless such are amended by express written agreement between the parties. All contractual services shall be regulated by these provisions. The Client acknowledges the General Terms and Conditions of Business by placing his order.
2. Any deviating or supplementary terms and conditions of business of the Client shall be included only if and to the extent that Red Pineapple Media has expressly approved the applicability of such in writing. If the General Terms and Conditions of Business of the Client expressly contradict our provisions, only those clauses that are mutually compatible shall become an integral part of the contract. The remaining provisions shall, in such cases, not become an integral part of the contract without invalidating the remainder of the contract.
SECTION 2 - PLACEMENT OF ORDER AND CONCLUSION OF CONTRACT
1. The services described on the www.redpineapplemedia.com website and the range of services offered by Red Pineapple Media tailored to a potential Client (so-called order recommendation) are non-binding and serve for the placement of an order with Red Pineapple Media. Orders must be placed in text form. Upon placing the order, the Client thereby submits a binding offer. Red Pineapple Media may accept the Client’s offer within seven days.
2. The names of the advertiser and the product(s) being advertised must be specified in the orders. In particular, orders placed by advertising agencies and advertising agents shall be accepted only if such have been demonstrably commissioned in accordance with the order placed by the agency or agent and if the advertisers and products are specifically named in their orders to Red Pineapple Media. Subsequent alterations to the advertising campaign by the Client require the express written approval of Red Pineapple Media.
3. The Client must submit the advertising material seven days at the latest before the agreed placement of the advertisement (publication). Red Pineapple Media shall be entitled to refuse orders – including individual advertising material within an order – on the basis of their content, origin or technical form in accordance with uniform, objectively justified principles or to freeze advertisements that have already been published, either provisionally or completely. Such reasons exist in particular if the advertising content violates any laws, contractual or official stipulations or court orders, or if the publication of such is unreasonable for Red Pineapple Media. Publication shall be deemed to be unreasonable in particular if the advertising content is of an offensive, discriminating, or pornographic nature, glorifies violence or is harmful to young persons. Red Pineapple Media shall be entitled, yet not obligated, to monitor advertising content for compliance with these provisions prior to publication.
4. Red Pineapple Media is entitled to appoint third parties (e.g. partner companies, sub-contractors or freelance workers) to fulfill its contractual obligations. Red Pineapple Media shall select and monitor such third parties with the level of care that is customary in the industry to ensure that the agreement is fulfilled competently and correctly. Liability on the part of Red Pineapple Media shall remain unaffected by this.
5. The Client shall not be entitled to transfer the rights and duties arising from or in connection with this contractual relationship with Red Pineapple Media to third parties.
SECTION 3 - SPECIFICATION OF SERVICES
1. Red Pineapple Media offers the Client the opportunity, and the corresponding service, to distribute its advertising material digitally on the Internet. The Client shall prepare the respective advertising material on its own authority and subsequently place it at the disposal of Red Pineapple Media for placement (publication, cf. Section 2(3). The advertising material shall be distributed solely via the Internet. Various social media such as Facebook, Twitter and Linkedin, as well as blogs and other websites of publishers registered with Red Pineapple Media, are used to distribute and place the advertisement. The advertising material is uploaded on the Red Pineapple Media platform and made available to all relevant, registered publishers. Relevant publishers are those publishers with whom a certain pertinent professional affiliation /overlap exists between the contents/platform of the publisher and the content of the advertising material. The relevant publishers basically decide independently which advertisements from which clients they will publish on their websites. The Client also has the option of specifying to which publishers the advertising material should be made solely available or to whom it should not be made available. This guarantees that the Client’s advertisement is placed advantageously.
Red Pineapple Media shall ensure that the number of “Ad Impressions” (views) desired/booked by the Client shall be achieved. The “Ad Impressions” basically represent the number of viewers with regard to the advertising material made available by the Client. Red Pineapple Media can guarantee the Client a certain number of “Ad Impressions” through the evaluation of statistics and based on experience in this area. The Client shall receive a separate information sheet for a better understanding of the (technical) method in which the identification/calculation of a specific number of “Ad Impressions” is carried out by Red Pineapple Media. The information sheet shall form an integral part of the agreement. Moreover, each process and every calculation of the Ad Impressions is transparent and can be verified by the Client at any time. The Client may also add to the advertising material his own tracker, which will be taken over and implemented by Red Pineapple Media. In addition, Red Pineapple Media shall provide the Client with a so-called monitoring report (campaign summary) on the progress of the campaign and the distribution of the advertising material. This way, every distribution step and every “Ad Impression” can be fully traced by the Client.
2. The exclusion of competitors cannot be guaranteed. The Client has, in principle, no entitlement to the placement or non-placement of its advertising material on specific websites or alongside or in connection with specific website content, in particular editorial content. Deviations from this can be arranged between the Client and Red Pineapple Media in a separate written agreement (cf. Section 3(1), Sentence 1).
3. The agreement shall be concluded on a temporary basis, for the duration of the advertising campaign requested by the Client. Once this period has expired, the agreement shall end automatically. During the campaign Red Pineapple Media shall ensure that the booked number of “Ad Impressions” is achieved by, if necessary, distributing the advertising material more broadly. Should the booked number of “Ad Impressions” not be achieved before the end of the advertising campaign, the agreement shall end once the booked number of “Ad Impressions” is reached.
4. The Client shall keep confidential any business processes that he becomes aware of during the cooperation with Red Pineapple Media, including the information on the (technical) method by which a specific number of “Ad Impressions” is identified/calculated and the contents of the so-called monitoring report (campaign summary) on the progress of the campaign and the distribution of the advertising material. The obligation to maintain secrecy shall continue to apply beyond the term of the agreement.
SECTION 4 - PRICES AND PAYMENT
1. The prices agreed individually with the Client shall apply. The relevant price shall be listed in the order placed by the Client. The prices generally depend on the number of booked “Ad Impressions”. In this respect, Red Pineapple Media shall recommend appropriate booking packages to the Client.
2. The invoice amount shall be transferred to Red Pineapple Media’s corporate account. Unless otherwise agreed, the invoice amounts are due for payment 10 days after the agreed end of the advertisement placement/term of contract.
3. Payment shall be deemed to have been made as soon as the amount has been credited to Red Pineapple Media’s account. In the event of delay in or deferment of payment, statutory default interest shall be charged.
4. If the Client is in default of payment or if Red Pineapple Media becomes aware, after conclusion of the contract, of circumstances that give rise to objective and significant doubt regarding the creditworthiness of the Client that would jeopardize Red Pineapple Media’s claim for payment, Red Pineapple Media shall be entitled to make the execution or continuation of the campaign contingent upon advance payment or provision of a security. If Red Pineapple Media’s request for advance payment or provision of a security is not fulfilled within a reasonable period of time to be set by Red Pineapple Media, Red Pineapple Media shall be entitled to withdraw from the contract and/or demand compensation.
5. The Client shall only be entitled to offset or withhold due payment with claims that have been ascertained as legally binding or undisputed.
SECTION 5 - COMPILATION AND HANDING OVER OF MATERIAL
1. The advertising material and its contents shall be compiled and handed over at the expense and risk of the Client. The technical requirements (format, quality, etc.) of the advertising material and its contents and the manner in which said material and contents are to be handed over shall be specified by Red Pineapple Media. The technical requirements shall be noted separately in the order placement.
2. The Client must submit the advertising material seven days at the latest prior to the agreed placement of the advertisement (publication). The advertising material shall be kept by Red Pineapple Media for up to four weeks after the agreed final date of activation or after achieving the agreed number of Ad Impressions. After this time, Red Pineapple Media shall be entitled to delete/destroy the advertising material.
3. If Red Pineapple Media is unable to execute the order on time or not at all, because the advertising material was delivered late, was not delivered in the required format, or was not delivered at all, this shall not release the Client from his obligation to provide payment. Red Pineapple Media shall have any expenses saved offset.
SECTION 6 - RESPONSIBILITY FOR ADVERTISING CONTENT AND THE GRANTING OF RIGHTS
1. The Client shall bear the sole legal responsibility for the advertising content and other content to which third parties are redirected from the advertisements published by the publishers registered with Red Pineapple Media, as well as the design of such and their suitability for advertising purposes. The Client shall be responsible for ensuring that the advertising content violates no legal, official or contractual provisions, court orders, copyrights or other protective rights of third parties and/or is not of an offensive, discriminating, or pornographic nature, does not glorify violence or is not harmful to young persons.
2. Upon conclusion of the contract, the Client shall grant Red Pineapple Media, on a royalty-free basis and limited to the term of the contract, all rights that are necessary to carry out the advertising campaign (in particular, the options of sub-licensing and non-limitation in terms of space). This shall include all usage rights, ancillary copyrights and other rights required for the publication of the content as commissioned by the publishers registered with Red Pineapple Media. The Client ensures that he holds the above rights and is authorized to grant them to others.
3. The Client shall be obligated to indemnify Red Pineapple Media against all and any third-party claims asserted against Red Pineapple Media due to or in connection with the advertising content provided by the Client, provided that the Client is at fault. In the above cases, the Client shall – without prejudice to any further compensation claims – also be obligated to indemnify Red Pineapple Media against all expenses, or to reimburse all expenses that Red Pineapple Media – at its own discretion – is required to pay for any necessary legal representation. In the event of claims asserted by third parties, the Client shall, without undue delay, truthfully and correctly, provide Red Pineapple Media with all information necessary to verify the claims and defend against them. These obligations shall also apply if any claims are asserted against Red Pineapple Media by a publisher.
SECTION 7 - WARRANTY AND LIABILITY
1. Liability for non-performance, interruption, premature termination, delay, faulty performance or other interference with regard to the placing of the advertisement for reasons for which Red Pineapple Media is not responsible or which are beyond its control, in particular due to force majeure (e.g. power outages, IT malfunctions, system malfunctions) or third-party culpability, in particular technical or other problems for which the publisher is responsible, is excluded.
2. Claims for obvious faults are to be asserted in writing by the Client immediately upon becoming aware of such, at the latest however within one month of termination of the placement of the advertisement, stating the precise reason for the complaint.
3. For damages incurred other than through death, injury or impaired health, Red Pineapple Media shall be liable only to the extent that such damages are due to intentional or grossly negligent acts or to culpable violation of an essential contractual obligation by Red Pineapple Media or its vicarious agents. A contractually essential obligation is an obligation the fulfillment of which makes the due execution of the contract at all possible and upon the observance of which the Client should be able to regularly rely. Indirect damages, lost profits and consequential damages due to faulty performance of the service can be compensated for only to the extent that such damages can be typically expected. The typically foreseeable damage shall be limited to the amount of payment due for the execution of the contract. Any other liability for damages shall be excluded. Any claims arising from a quality guarantee issued by Red Pineapple Media or under the terms of the Product Liability Act shall remain hereby unaffected.
SECTION 8 - DATA PRIVACY
SECTION 9 - PLACE OF FULFILMENT AND JURISDICTION
1. Place of fulfillment shall be the registered office of Red Pineapple Media.
2. For all disputes arising from the contractual relationship between Red Pineapple Media and the Client, all suits must be filed with the court that has jurisdiction over the district in which Red Pineapple Media’s headquarters are located, provided that the Client is a merchant, a legal person under public law or a public special fund. In such cases, Red Pineapple Media shall also be entitled to file a suit at the location of the Client’s headquarters.
SECTION 10 - FINAL PROVISIONS
1. Individual agreements between the Client and Red Pineapple Media take priority over these GTC.
2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory regulations of the country in which the Client has his habitual place of residence shall remain hereby unaffected.
3. Should one or more of these provisions be ineffective, this shall not prejudice the effectiveness of the remaining provisions and arrangements. The ineffective provision shall be deemed to have been replaced by an effective regulation which comes closest to the economic purpose of the ineffective provision. This regulation shall also apply accordingly if a gap that needs to be filled should become apparent during the interpretation or execution of the order based on these General Terms and Conditions of Busine