1. Validity of the general terms and conditions; Registration; Requirements for the assignment
These general terms and conditions (hereinafter referred to as “GTC”) apply to all contracts concluded between AdConnector GmbH and you as the AdConnector GmbH, Lietzenburger Straße 62, 10719 Berlin, Germany via the adconnector.com website or its subdomains and subpages Buyer / customer / client (hereinafter referred to as “customer”).
- These general terms and conditions (hereinafter “GTC”) exclusively regulate the placement of one or more advertising campaigns within the framework of the advertising platforms mentioned under item 2 (hereinafter “advertising platforms”) by AdConnector for the customer.
- The advertising platforms supported by AdConnector are Google Ads with their advertising options such as Google Search, Google Local, Google Display and Google Shopping Ads. Google Search, Google Local, Google Display and Google Shopping Ads are advertising options of Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland (hereinafter: “Google”). It is possible to offer other advertising platforms (e.g. Facebook, Instagram, Amazon, LinkedIn, Xing).
- Insofar as AdConnector also offers the placement of advertisements on other high-reach advertising platforms such as Microsoft Advertising and the customer instructs this, these terms and conditions apply accordingly, unless specific regulations are made. The same applies to applying using third-party platforms and technologies, e.g. in the area of retargeting or similar
- The registration of the customer on https://adconnector.com and his commissioning to place advertisements on the mentioned advertising platforms takes place exclusively with the inclusion of these terms and conditions. The customer’s terms and conditions do not apply. This also applies if AdConnector does not expressly object to the customer’s terms and conditions.
- The customer’s registration on https://adconnector.com is a prerequisite for commissioning AdConnector. When registering, a customer account is created, into which the customer can log in by entering a user name and password. The password must be kept secret from third parties. The customer’s e-mail address given during registration will also be used for communication in the context of contract execution if the order is placed. The customer agrees to the electronic invoicing for download via the customer account (see 10 para. 2).
- The customer assures that the commissioning will only be carried out as an entrepreneur within the meaning of § 14 BGB, i.e. within the scope of the exercise of his commercial or independent professional activity.
2. Object of a contract
- AdConnector designs and switches advertising (i.e. text and graphic advertising in any form on the Internet) for customers within the framework of advertising platforms or other high-reach advertising platforms and manages corresponding campaigns. The placement takes place technically, usually via an interface to the advertising platforms (API). The customer orders these services from AdConnector.
- AdConnector’s services are based on the advertising platforms, the functionality of which is described in 4. In order to provide its services for the customer on the advertising platforms, AdConnector will set up an account for the use of the advertising platforms on behalf of AdConnector, which is linked to a special account (namely the so-called MCC account) of AdConnector and is managed by AdConnector. Alternatively, the customer can link his existing account per advertising platform with AdConnector, so that AdConnector optimizes, manages and / or expands existing accounts of the customer.
- A contractual relationship comes about exclusively between the customer and AdConnector (in the form of an agency contract for services). A separate framework agreement must be signed for agencies or other service providers who would like to use AdConnector to provide their own services to their customers.
- AdConnector provides its marketing services (see 4.) for the customer on the basis of the information provided by the customer. In particular, these are automatically read from the website or from interfaces of the customer’s shop systems (see 5. Paragraph 1). AdConnector will only use the personal data provided by the customer to the extent permitted by law; Further information is contained in the data protection declaration: https://adconnector.com/privacy/.
- The customer undertakes to AdConnector not to advertise the same products or services with the same advertising for the duration of the contract between him and AdConnector, in particular not to switch paid advertising twice to a URL.
- The customer is not entitled to use the advertising created and / or placed by the client (including advertising slogans, graphic advertising and / or advertising or marketing campaigns) for advertising purposes.
3. Services from AdConnector
- AdConnector creates customer-specific advertising campaigns for the customer, formulates the advertising texts, creates advertising banners if necessary, and posts them to the advertising platforms via interfaces or logins. When creating the relevant advertisements, AdConnector is based on the content on the target page specified by the customer – usually the customer’s website or online shop – or on the information otherwise provided by the customer (see 5. Paragraph 1). If AdConnector has the justified opinion of AdConnector, if the literal adoption of the keywords provided by the customer or determined on the basis of the information provided by him, due to the widespread use of these keywords, the chances of the ad being displayed are to be assessed as low, to use related or similar terms in the interest of the customer.
- AdConnector will set the maximum amounts per click on the advertisement (s) created for the customer and which may not be exceeded (so-called “CPC”) at its dutiful discretion and taking into account its own special knowledge. During the term of the contract, AdConnector will continuously check which service or which product of the advertising platforms (e.g. Google Ads) is likely to best meet the customer’s advertising goals and automatically determine the maximum click prices based on an internal algorithm. There is agreement that the display of an advertisement (e.g. Google Ads) is also an advertising service of AdConnector.
- The frequency of clicks depends on industry demand and the budget used. The customer’s advertisements can appear until the daily budget has been used up on the basis of the costs calculated by the advertising platforms per click. AdConnector cannot guarantee that and how often a certain ad will appear in which ad position within a certain period of time.
- AdConnector makes every effort to optimize the campaigns (e.g. Google Ads) in such a way that a low click price and a high ad position can be achieved, depending on the industry relevant to the customer. In the case of Google Ads campaigns, this is done through a high quality factor (see 4. Paragraph 2) of the advertisement and alignments.
- The customer regularly receives online statistics in which the impressions, clicks and conversions are listed in order to be able to understand the success of the campaigns (e.g. Google Ads). The statistics can be called up via the customer account.
- AdConnector will regularly provide all of the services mentioned under 3. (AdConnector services) in automated form on the basis of specially developed software. AdConnector will endeavor to ensure that the processes used are state of the art. However, the keywords read from the customer’s website or determined on the basis of the information provided by him are not checked for trademark or other property rights or legal violations. This also applies to ad texts and keywords that are generated on the basis of texts from the customer’s website. A manual review of the results of the software – including the designed ads and keywords – for consistency or legal violations is generally not carried out by AdConnector.
4. Concepts of advertising platforms
- The Google Ads advertising concept, as used by AdConnector, works in such a way that after a search with the Google Internet search engine, the Internet user concerned is shown additional advertisements (“Google Ads”) above or next to the actual search results . Google charges costs as soon as Internet users click on an advertisement that appears. The Google Ads advertisements are always shown when the key terms stored for the customer (“Keywords”) are identical to the search terms entered by the Internet user. If a large number of companies have booked Google Ads for certain key terms, it may be the case that not all Google Ads ads are displayed due to lack of space over which AdConnector has no control. In this case, the decision as to which Google Ads ads are actually displayed and in which order this happens is automatically determined for each Google search process as part of a so-called auction on the part of Google. The chance to be faded in or as high up as possible depends, among other things. depends on the amount of the specified maximum amount per click and the evaluation of the so-called quality of the ad by Google (hereinafter “quality factor”). Current information on how Google AdWords works is available at http://adwords.google.de.
- The advertising concept of Google Shopping, as used by AdConnector, works in such a way that after a search with the Google search engine (when using the “Shopping” option or under http://www.google.de/shopping) the relevant Internet users are shown corresponding offers from dealers. To this end, Google Ads is being expanded to include Google Shopping; Google controls the use of the selected daily budget between these two advertising platforms itself. With the daily budget, advertisements with product information are placed and used when Internet users search for your products in Google Search or Google Shopping / Product Listing Ads. The display for the customer includes, among other things, images of the items, prices and the name of the shop. Internet users who click on the customer’s ad are redirected to the customer’s website where they can purchase the item directly. When using advertisements with product information, costs are only incurred when an Internet user clicks on the customer’s advertisement and arrives at the customer’s website. The customer only pays when the Internet user is redirected to their business via Google. A detailed description can be found at www.google.com/ads/plasetup.
- The description of the advertising concepts of the respective providers (e.g. Google) can also be found on the respective websites.
5. Provision, cooperation, testing and other obligations of the customer; Exemption in the event of legal violations due to the content provided
- The customer provides the information necessary for the marketing services about the products and services offered by the customer and to be advertised by AdConnector by the customer either:
- AdConnector allows the customer’s website to be read out automatically (using a so-called crawler) and / or a plug-in offered by AdConnector is used, which reads out the customer’s web shop database and transmits the information necessary to provide the marketing services to AdConnector.
- and / or transmit the desired keywords or products to AdConnector yourself.
- If the customer allows his websites to be read out automatically, they must meet the requirements for the placement of advertising campaigns in accordance with the applicable terms and conditions, otherwise the advertisements can be deleted for a fee.
- The advertising of substances, services or other services, products and / or materials, the advertising and / or marketing of which is illegal, prohibited or unethical, is not permitted and can be deleted and, if necessary, displayed for a fee. AdConnector reserves the right to assert further claims for damages. In the event that keywords are used that violate the advertising guidelines of the advertising platforms, AdConnector retains the license fee plus VAT. as a processing fee. The customer affirms that he is authorized to use and pass on the data he has provided, including the specified keywords, and to comply with the applicable data protection regulations. The customer also ensures that the data provided by him, in particular the specified keywords, are free of third party rights and compatible with applicable law. The same applies to terms that are used as keywords on the websites specified by the customer for evaluation (e.g. in the so-called meta tags in the HTML code). The same applies to the terms contained in the texts on this website. AdConnector assumes no liability for the content, in particular not for the truthfulness of the advertisements and other services commissioned.
- The customer is obliged to AdConnector to avoid violations of the type mentioned in the above 5. Paragraph 2 and in 7. Paragraph 1. To this end, he is particularly obliged to carefully check the information provided by him for the creation of advertisements and keywords in advance for the violation of industrial property rights (e.g. trademarks) and other rights of third parties. At the request of AdConnector, the customer must provide evidence of a corresponding permit and / or license for the brands and other property rights used by him. He is also responsible for checking the advertisements generated by AdConnector on the basis of the information provided for legal violations. To this end, the preview function offered by AdConnector can also be used, if available for the respective service.
- With regard to the data and keywords provided by the customer, the customer releases AdConnector from all disadvantages that AdConnector incurs as a result of their use within the scope of the contractual purpose. The customer bears full responsibility and liability for the content of the advertisement (s) created for him by AdConnector on the basis of his data within the scope of the contractual purpose. He indemnifies AdConnector from any competition, copyright, name and / or trademark and / or other claims by third parties that are based on a violation by the customer of 5. Para. 2 or 5. Para. 3. The same applies in the event of the sale and / or other marketing of illegal products.
- The customer is responsible for the correctness and currency of the data provided by the customer.
- The customer grants AdConnector the right to use the data provided by him in anonymised form for statistical purposes. In particular, this also includes the unrestricted right to use the data supplied to optimize the algorithm or to improve the success estimates.
- In certain cases – described below – the success of the advertising platforms is measured on the basis of so-called tracking of end customers using so-called tracking pixels. In this way – also using cookies that are stored by the advertising platforms on the end customers’ computers – from the advertising platforms, among others. It can be measured whether the insertion of an advertisement later led to the end customer calling up the corresponding product page. AdConnector uses the statistical information obtained in this way to provide the customer with detailed feedback on the success of the order (see 3. Paragraph 5). The tracking process is used in particular if the customer uses an online shop system with an interface to AdConnector; In this case, a tracking pixel code provided by the advertising platforms is generally integrated into the Internet pages for the purpose of measuring success as described above. The tracking process takes place in the same way if the customer integrates the corresponding tracking pixel code from the advertising platforms himself on his website. Finally, AdConnector may offer special types of campaigns whose use / success measurement is also based on the tracking process shown – in this case, AdConnector will separately inform the customer that success measurement is taking place on its website using tracking processes. In all cases, the customer is obliged to ensure compliance with the statutory data protection provisions, in particular the Federal Data Protection Act and the Telemedia Act. He undertakes to AdConnector to arrange for his part to comply with these laws. He will inform the customers of his online shop and his other advertised websites in a timely and understandable manner to the prescribed extent about the collection and use of personal data associated with the use of these pages – by himself and also by the advertising platforms – in accordance with § 13 Paragraph 1 Sentence 1 and p. 2 of the Telemedia Act. The customer will furthermore obtain the customer’s legally valid consent to tracking and / or the setting of cookies for the purposes described in this section, to the extent required by the applicable legal situation. The customer indemnifies AdConnector from all claims by end customers and other third parties that result from a breach by the customer of this 5. Paragraph 7 or statutory provisions on data protection. The integration of the success measurement of the advertising platforms on the basis of so-called tracking of the end customers is not included in the term contract with AdConnector.
6. Contract term and termination
- The contract between AdConnector and the customer is concluded when the customer places the order at https://adconnector.com and is concluded for an indefinite period.
- Each contracting party can in principle terminate the contract with a notice period of three months to the end of the monthly service period, but at the earliest at the end of the minimum contract period of six months, without giving reasons in writing (also by email) to the other contracting party, unless in one an individual order offer that was accepted by the customer by email or fax, a different minimum contract period or notice period was agreed. If the customer violates the agreed minimum contract period, AdConnector may have further claims against the customer in accordance with 9. Remuneration, Paragraph 4.
- AdConnector reserves the right to terminate immediately even before the first advertisements are placed, in particular if the customer’s website is designed in such a way that it is unsuitable for AdConnector’s services or is rejected by (e.g. Google).
- The customer must give AdConnector written notice of termination by email or post.
- At the end of the contract period, the customer’s right to use any kind of advertising created and / or placed by AdConnector (including advertising slogans, Adwords texts, graphic advertising and / or advertising or marketing campaigns) also ends. If the customer continues to use the advertisement created and / or placed by AdConnector in any way after termination, the customer owes the prices per month of continued use in accordance with the respective license fee plus a contractual penalty in the amount of 100% of the remuneration for AdConnector valid according to the license fee.
7. Infringing, dangerous or immoral advertising or other misuse; Right of refusal and termination; Contractual penalty
- The products or services to be advertised for the customer in accordance with the order – or the advertising for them – must not violate legal provisions (e.g. youth protection or criminal laws) or the rights of third parties, be immoral, endanger the health of people and animals or be racist or inciting people. You (or the advertising for it) may also not offend minorities or offend in any other way against good taste. Furthermore, advertising for the products or services must not constitute a violation of the terms and conditions of the advertising platforms (e.g. Google Ads).
- AdConnector reserves the right not to use or remove data provided by the customer if there is a violation of 7. Paragraph 1. The same applies if, in the opinion of AdConnector, the content of the data could possibly be the subject of illegal, disparaging, defamatory, immoral statements or graphic representations.
- AdConnector can refuse to provide its contractual services for the customer at any time and terminate current contracts without notice if there is a violation of 7. Paragraph 1 or if the advertisement would be placed. The same applies if there is or would be a case of 7 para. 2 sentence 2. Furthermore, the same applies if the services cannot be carried out for technical reasons.
- If violations of the type mentioned in 7. Para. 1 and 7. Para. 2 S. 2 concern ongoing campaigns, AdConnector can delete them for a fee. Unlawful acts can be reported if necessary. For each case of violation of 7. Para. 1, the customer undertakes to pay a contractual penalty, the amount of which is to be determined by AdConnector at its reasonable discretion and will be reviewed by the competent court at the customer’s request.
8. Changes in performance
- If the technical, legal or commercial framework changes and if this makes it more difficult for AdConnector to perform according to the contract with regard to the advertising platforms (e.g. Google Ads), it can appropriately adapt the services offered to the changes.
- In the event of a change that makes AdConnector’s performance significantly more difficult, AdConnector is entitled to discontinue the services offered or to continue to offer them only for an increased fee. In such a case, the customer will be informed in writing (e-mail is sufficient) in good time about the major impediment and either demand an appropriate increase in remuneration or cease the services after a reasonable period of notice.
- Changes to the services of the advertising platforms (e.g. from Google Ads) (see 4.) can have a direct effect on the provision of services. AdConnector has no influence on this. In this respect, it is the responsibility of the customer to obtain regular information about the current functioning of the advertising platforms (e.g. Google Ads) (see also 4.).
- The provisions on termination in 7. remain unaffected by 8..
- The customer determines a daily budget which he makes available for advertising through AdConnector and which he wants to spend at most. This daily budget must be at least EUR 5 and includes all expenses incurred by AdConnector for the execution of the contract (e.g. the costs that the advertising platform charges when clicking on a Google Ads advertisement placed by AdConnector for the customer). The daily budget is exclusive of a commission from AdConnector and plus sales tax. The advertising budget that the customer spends without AdConnector’s commission is paid directly to the advertising platform (such as Google) according to the due dates agreed with the advertising platform.
- The agreed advertising budget will not be fully used if the full use of the advertising budget is not economical at the discretion of AdConnector.
- As a rule, AdConnector receives remuneration from the customer for its services, which is regulated in the current price list at https://adconnector.com/, unless otherwise in an individual agreement, e.g. has been agreed with the customer in the form of an offer that the customer has accepted. The prices are usually made up of a lump-sum monthly fee and a percentage fee that depends on the advertising budget spent. Separate remuneration for setting up and setting up campaigns can be agreed in individual cases. The commission is exclusive of sales tax. The commission entitlement applies to every day on which AdConnector works on behalf of the customer.
- In the event of early termination by the customer, before the minimum contract term has expired, the fees that would have applied according to the minimum contract term are due immediately. Remuneration paid will be taken into account accordingly. Payment of the remaining balance must be made to AdConnector’s account within three working days.
10. Invoice, terms of payment and direct debit authorization
- AdConnector will invoice the customer at the beginning of the service period, unless there is another billing cycle in an individual agreement, e.g. was agreed with the customer in the form of an offer that the customer has accepted. In the invoices, the AdConnector commissions accrued in the billed period (see 9. Paragraph 3) plus 19% VAT are billed. Unless it has been agreed with the customer that AdConnector will expose the advertising budget, the relevant advertising platform (such as Google Ads) will invoice the customer for the advertising budget itself and use the respective debit procedure (invoice, direct debit, credit card).
- The invoice is issued electronically in PDF format and made available for download via the customer account. The customer agrees to this type of invoicing in accordance with § 14 of the Sales Tax Act. The provision of the electronic invoice for download via the customer account does not create any negative legal consequences for the customer beyond the transmission of the invoice within the meaning of Section 14 of the Sales Tax Act. In particular, the provision of the invoice for download as such does not result in default. The preceding sentence does not apply in the event that AdConnector also sends the electronic invoice at its own discretion by e-mail to the e-mail address of the customer specified in the customer account. In this case (i.e. sending the invoice by e-mail), the regulation of § 286 BGB on delay applies.
- Unless otherwise agreed, the invoice will be sent automatically, e.g. Pay via SEPA direct debit (current account). When choosing the direct debit procedure, the customer authorizes AdConnector to collect amounts due by direct debit from the giro account specified by the customer (in the authorization procedure) and undertakes not to initiate any return debit. If you choose to pay by credit card, the customer authorizes AdConnector to debit the credit card designated by the customer for payment with the amounts invoiced.
- The collection or debiting of amounts due according to 10. Paragraph 1 takes place on at the beginning of the respective service period. All amounts collected or debited are shown in the invoices in accordance with 10. Para. 1. The customer’s attention is drawn to the fact that the collection or debiting of (partial) amounts before the invoice is issued in accordance with 10. Paragraph 1 can take place. The customer will ensure that the bank account or credit card has sufficient funds.
- In the case of return debits due to insufficient funds in the account or due to an unjustified objection, the customer will compensate the damage incurred. The damage is set at a flat rate of € 25.00 (net) per return debit. Sentences 1 and 2 of this paragraph also apply if the customer revokes the direct debit authorization despite due invoices and this results in return debits through no fault of AdConnector. The customer will also reimburse the damage incurred in the event of a chargeback (chargeback). In the cases of the preceding sentence, the damage is set at a flat rate of € 50.00 (net) per chargeback. In all cases of this paragraph, the customer is allowed to prove that no damage occurred at all or that it was significantly lower than the flat rate.
- In the event of termination or other termination of the contract, the daily commission for the current day as well as the expenses already made will be invoiced in full. The remainder of the daily budget (including any budget carry-over) will also be invoiced, unless AdConnector itself receives this remainder from the advertising platforms.
- Offsetting by the customer with claims that are disputed and not legally established is excluded. The exercise of rights of retention by the customer is also excluded if these are based on other contractual relationships.
11. No warranty
- The availability and retrievability of individual advertisements cannot be guaranteed. In particular, temporary impairments when using the advertising platforms are unusual. In addition, AdConnector assumes no contractual guarantee for access restrictions that are due to force majeure or other circumstances for which AdConnector is not responsible and which are beyond its sphere of influence.
- AdConnector is entitled to carry out maintenance work on servers and databases, which may result in short-term interruptions in the offer of the advertising platforms and their products. AdConnector will keep disruptions to the operational process, in particular the data retrieval, as low as possible.
- References to obvious inaccuracies in the Google Ads advertisements placed for the customer must be submitted no later than 4 working days after the Google Ads advertisement has appeared. Otherwise any claims resulting therefrom will expire.
- AdConnector does not assume any liability or guarantee for the effective results from the advertising campaigns managed. The estimates displayed on https://adconnector.com/ with regard to the expected increase in new customers or traffic increases only represent a statistical estimate.
- AdConnector is liable in the event of willful misconduct and gross negligence, within the scope of product liability, when issuing guarantees and for damage resulting from injury to life, limb or health in accordance with statutory provisions.
- Without prejudice to 13. Paragraph 1, liability for slight negligence exists only for damage caused by the violation of so-called cardinal obligations and is limited in the amount to the typical contractual damage that was foreseeable at the time the contract was concluded. The obligation to pay compensation does not include the expense of recovering lost data. Cardinal obligations are those obligations, the violation of which endangers the purpose of the contract and / or the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the other party can regularly rely.
- Otherwise AdConnector accepts no liability. This also applies to damage caused by a legal representative or a vicarious agent of AdConnector. It is made clear that 13. Paragraphs 1 and 2 remain unaffected by this paragraph.
13. Change of terms and conditions
- If the customer does not object to a change or addition announced electronically or in writing three weeks in advance within two weeks of receipt of the announcement, the changes and additions will also become effective for ongoing contractual relationships in accordance with the announcement. If the customer objects in due time, the contract will be continued under the previously applicable conditions; In this case, AdConnector reserves the right to properly terminate the contract as soon as possible.
- In the case of changes and additions that are essential for compelling legal reasons, the customer’s right of objection in accordance with Section 14, Paragraph 2. The same applies to changes and additions made by AdConnector because the terms and conditions no longer fit or have become incomplete due to subsequently changed circumstances are. The same also applies to changes and additions made by AdConnector because the relationship between the service provided by AdConnector and the fee to be paid for it has subsequently changed in such a way that an adjustment of the terms and conditions is required. Changes and additions that fall under the above two sentences, AdConnector will notify existing customers three weeks in advance in writing or electronically.
14. Final provisions
- German law applies to the contract, excluding the UN sales law.
- The place of jurisdiction is Berlin.
- Should a provision or part of a provision of this contract be or become ineffective, the validity of the rest of the contract will not be affected. The contracting parties undertake to replace the ineffective regulation with one that corresponds economically to the purpose of the contract.
In addition, the current terms and conditions, advertising guidelines and other guidelines of the advertising platforms apply, as far as applicable, with the proviso that the obligations of the user towards the advertising platforms described therein describe the obligations of the customer towards AdConnector. In the event of contradictions or ambiguities, these terms and conditions of AdConnector take precedence over the terms and conditions for the advertising platforms.
In particular, these are the terms and conditions of the Google AdWords and Google Shopping / Product listing Ads service (available at: https://adwords.google.de/select/tsandcsfinder?country=DE, https://support.google.com/adwordspolicy/topic/1626336?hl=de&ref_topic=2996750, https://support.google.com/adwordspolicy/answer/176095?hl=de).
You can view the terms and conditions here at any time and save them if necessary.
Status: April 2020