Terms & Conditions
Scope
1.1. For all contracts concluded with localyzer GmbH (hereinafter referred to as “localyzer”), only the present General Terms and Conditions (hereinafter referred to as “GTC”) apply.
1.2 Divergent, conflicting or supplementary terms and conditions will not become part of the contract even with the knowledge of localyzer, unless localyzer expressly agrees to their validity.
1.3 localyzer is entitled to change these terms and conditions at any time. To do so, localyzer will inform its customers in due time, at least one month in advance, about the changes.
Advertising order
2.1 For the purposes of the following General Terms and Conditions, the contract for an “advertising order“ is for the purpose of distribution of an advertising medium or of several advertising media in information and communication services, in particular in online media. The production of advertising material can also be covered by the advertising order. The contract is concluded between localyzer and a client or agency.
2.2 For the advertising order, only the present terms and conditions and the offers and price lists of localyzer, which form an integral part of the contract, apply exclusively. The validity of any terms and conditions of the client or other advertisers, insofar as they do not agree with these terms and conditions, are expressly excluded.
In the case of orders for advertisements relating to online media and other media, the respective terms and conditions apply accordingly to the relevant medium.
Contract
4.1 If localyzer’s self-booking platform is used to conclude the contract, both a contract on the use of the platform and a contract on the placement and delivery of an advertising campaign shall be concluded.
4.2 Subject to individual agreements to the contrary, the contract between localyzer and the Principal shall be concluded either by written confirmation of the order or by e-mail. Verbal confirmations or confirmations by telephone are also subject to these General Terms and Conditions.
4.3 Insofar as advertising agencies place orders, in case of doubt the contract shall be concluded with the advertising agency, subject to other written agreements. If an advertiser is to become a client, he must be named by the advertising agency. localyzer is entitled to demand proof of mandate from the advertising agencies.
4.4 Excluded from the conclusion of a contract are consumers within the meaning of
of § 13 BGB.
Contract duration, settlement period
If no time period has been individually agreed between the parties, advertising media for publication shall be called off within one year of conclusion of the contract. If the Customer’s right to call off individual advertising media has been granted within the scope of a contract, the order shall be processed within one year of the conclusion of the contract, unless otherwise agreed between the parties.
Order expansion
In the event of contracts being concluded, the Client shall be entitled to call off additional advertising materials within the agreed period or the period specified in Item 5, subject to available capacities, even in excess of the quantity specified in the order.
Discount & Refund
7.1 If an order is not fulfilled due to circumstances for which localyzer is not responsible, the Client must reimburse localyzer for the difference between the discount granted and the discount corresponding to the actual acceptance, without prejudice to any further legal obligations.
7.2 Unless otherwise agreed, the Customer shall be entitled retroactively to the discount corresponding to his actual acceptance of advertising materials within one year if, at the beginning of the period, he has concluded a contract which, on the basis of the offer or the price list, entitles him to a discount from the outset. The entitlement to the discount shall expire if it is not asserted within three months of the expiry of the one-year period.
Data supply, provision of advertising materials
8.1 The Client is obligated to deliver the advertising materials in full, on time, free of errors and in a suitable form. A timely delivery shall be no later than 6 working days before the start of placement.
8.2 The Ordering Party shall bear the costs incurred by localyzer as a result of changes to the content or timing of the advertising material requested by the Ordering Party or for which the Ordering Party is responsible.
8.3 Localyzer’s obligation to store the advertising material shall end three months after its last distribution.
8.4 In the event of improper, in particular incomplete, faulty or unsuitable delivery of the Advertising Media or in the event of late delivery of the Advertising Media, localyzer shall not be obliged to place the Advertising Media. If recognizably unsuitable or damaged copy is delivered, localyzer shall request a replacement.
8.5 localyzer shall be entitled, but not obliged, to edit the artwork supplied by the Customer insofar as this is necessary for the placement of the advertising material. Any costs incurred as a result thereof shall be borne by the Client.
Right of refusal
9.1 localyzer reserves the right to refuse or block advertising orders – including individual calls within the scope of a contract – if
their content violates laws or official regulations or
the content of which has been objected to by the German Advertising Council in a complaints procedure, or
the publication of which is unreasonable for the provider due to the content, the origin or the technical form
the advertised target URL violates one of these grounds for exclusion.
9.2 In particular, localyzer may withdraw an advertising medium which has already been published if the Advertiser subsequently makes changes to the content of the advertising medium himself or if the data to which reference is made by means of a Link is subsequently changed and the requirements of paragraph 1 are thereby fulfilled. localyzer shall retain its agreed claim to remuneration in this case.
9.3 In the cases set out in 9.1, localyzer shall notify the Principal. In this case, the client shall be entitled to provide localyzer with a modified version of the advertising medium to be placed and/or the target URL to which the link is to be made. Localyzer may charge the Client for the additional costs incurred in this respect. If this replacement, or the new target URL, is no longer received by localyzer in time to meet the original placement date, localyzer shall retain the claim to the agreed remuneration even if the placement of the advertising medium does not take place.
Rights & Warranty
10.1 The Customer warrants that it holds all rights necessary for the placement of the Advertising Media. Within the scope of the advertising order, the Customer shall indemnify localyzer against all claims by third parties which may arise due to the infringement of statutory provisions. Furthermore, localyzer shall be indemnified against the costs of necessary legal defense. The Client shall be obliged to support localyzer in good faith by providing information and documents for legal defense against third parties.
10.2 The Ordering Party shall transfer to localyzer all copyrights, ancillary copyrights and other rights necessary for the use of the advertising in online media of all types, including the Internet, in particular the right to reproduce, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content, to the extent necessary for the execution of the order. In all cases, the aforementioned rights shall be transferred without any territorial restrictions and shall entitle the user to place the advertisement using all known technical methods and all known forms of online media.
Localyzer warranty
11.1 Within the scope of the foreseeable requirements, localyzer guarantees the best possible reproduction of the advertising material in accordance with the respective usual technical standard. The Customer is aware, however, that it is not possible, given the state of the art, to create a program that is completely free of errors. The warranty does not apply to insignificant errors. An insignificant error in the presentation of the advertising material shall be deemed to exist in particular if the impairment is caused by
by the use of an unsuitable display software and/or hardware (e.g. browser) or
by disturbance of the communication networks of other operators or
by computer failure of third parties (e.g. other providers or online services) due to system failure
by incomplete and/or non-updated offers on so-called proxies (intermediate storage) or
due to a failure of the ad servers that does not last longer than 24 hours (continuous or cumulative) within 30 days after the start of the contractually agreed placement.
11.2 In the event of an ad server outage for a significant period of time (more than 10 percent of the booked time) within the scope of a time-bound fixed booking, the Client’s payment obligation shall lapse for the period of the outage. Further claims are excluded.
11.3 In the event of insufficient reproduction quality of the advertising medium, the Client shall be entitled to a reduction in payment or a faultless replacement advertisement, but only to the extent that the purpose of the advertising medium was impaired. In the event of failure or unreasonableness of the replacement advertising, the Customer shall be entitled to a reduction in payment or cancellation of the order.
11.4 If any defects in the advertising material are not obvious, the Client shall have no claims in the event of inadequate publication. The same shall apply in the event of errors in repeated advertising placements if the Client does not point out the error prior to publication of the next advertising placement.
11.5 The Client must inspect the placed advertising material immediately after the first placement and report any defects without delay. In the case of obvious defects, the period for giving notice of defects shall begin with the placement of the advertising medium, and in the case of hidden defects, with their discovery.
If the customer fails to give notice of defects in due time, the insertion of the advertising material shall be deemed to have been approved. In this case, the client shall bear the costs for any subsequent changes requested by him.
Service Limitations
If the execution of an order is cancelled for reasons for which localyzer is not responsible (e.g. software-related or for other technical reasons), in particular due to computer failure, force majeure, strike, due to statutory provisions, disruptions from the area of responsibility of third parties (e.g. other providers), network operators or service providers or for comparable reasons, the execution of the order will be made up for as far as possible. If the order is made up within a reasonable period of time that is reasonable for the Customer after the disruption has been eliminated, localyzer’s claim to remuneration shall remain valid.
Liability
13.1 Claims for damages arising from positive breach of contract, culpa in contrahendo and tortious acts shall only exist in the event of intent and gross negligence on the part of localyzer, its representative or vicarious agent. This does not apply to liability for warranted characteristics and for the breach of essential contractual obligations; in the latter case, liability is limited to the foreseeable damage. Claims for damages arising from impossibility of performance and default shall be limited to compensation for foreseeable damage in the event of slight negligence.
13.2 In the event of gross negligence on the part of a simple vicarious agent, liability towards entrepreneurs shall be limited to the extent of the foreseeable damage. This shall not apply to the violation of essential contractual obligations.
Prices
14.1 The offer valid at the time the order is placed or the published price list shall apply. The right is reserved to make changes vis-à-vis companies. However, for orders confirmed by localyzer, price changes shall only be effective if they are announced by localyzer at least one month before publication of the advertising material. In the event of a price increase, the Customer shall have a right of withdrawal. The right of withdrawal must be exercised within 14 days of receipt of the notification of the price increase.
14.2 Discounts shall be determined in accordance with the respective valid offer or the respective valid price list. Advertising agencies and other advertising intermediaries are obliged to adhere to the localyzer offer or price list in their offers, contracts and settlements with Advertisers.
Delayed Payments
15.1 In the event of delayed or deferred payment, interest and collection costs will be charged. localyzer may, in the event of delayed payment, defer further execution of the current order until payment has been made and demand advance payment for the remaining Placement.
15.2 Objectively justified doubts about the Client’s ability to pay shall entitle localyzer, even during the term of the contract, to make the publication of further Advertising Media dependent on the advance payment of the amount and on the settlement of outstanding invoice amounts, irrespective of any originally agreed payment deadline.
Cancellation
16.1 Cancellations of advertising orders must be made in writing or by e-mail.
16.2 Both parties reserve the right to extraordinary termination. localyzer shall be entitled to extraordinary termination in particular if the Customer has not fulfilled his payment obligation despite two reminders.
16.3 In the event of extraordinary termination, localyzer may discontinue the placement of the advertising medium(s) with immediate effect. In this case, the Advertiser shall refund any discounts granted to localyzer.
Information obligations of localyzer
Unless otherwise agreed, it is localyzer’s responsibility to keep the number of accesses to the advertising medium(s) available for retrieval by the Advertiser within ten working days after execution of the order.
Privacy
localyzer GmbH is entitled to collect, process and use the data received from the customer on the basis of the business relationship with the customer in accordance with the provisions of the Federal Data Protection Act and to pass this data on to commissioned service providers within the scope of order processing.
Place of performance and jurisdiction
19.1 The place of performance shall be localyzer’s registered office.
19.2 In business transactions with merchants, legal entities under public law or special funds under public law, the place of jurisdiction for legal actions shall be localyzer’s registered office. Insofar as claims by localyzer are not asserted in dunning proceedings, the place of jurisdiction for non-merchants shall be determined by their place of residence. German law shall apply.
19.3 If the Customer’s domicile or usual place of residence, including in the case of non-merchants, is unknown at the time the action is brought or if the Customer has moved his domicile or usual place of residence outside the area of application of the law after conclusion of the contract, the place of jurisdiction shall be localyzer’s registered office if the contract was concluded in writing.
