Terms of service
The use of the internet platform traveladshop.com (hereinafter referred to as “tads”) and the sale via tads of online advertisement placements by site operators (hereinafter “Publishers”) to advertising customers (hereinafter “Advertisers”) is governed exclusively by the applicable version of the following General Terms and Conditions. No terms and conditions of the Advertiser that differ from these shall apply unless Sternzeit has expressly agreed to this in writing. Effective individual agreements remain unaffected. By purchasing a service, the Advertiser acknowledges the validity of these General Terms and Conditions if he has not already done so.
II. Usage agreement; user account
- tads is a business-to-business (B2B) platform. Only companies in the sense of § 14 para. 1 of the German Civil Code (BGB) which are fully contractually capable are entitled to make use of it. Minors may not register with tads. A legal entity may only be registered by its authorized representatives, whereby the name of the authorized representative and the type of power of representation must be indicated.
- The conclusion of a usage agreement between the Advertiser and Sternzeit is a prerequisite for permission to use tads. The Advertiser’s online registration constitutes his offer to conclude this contract. Registration is at no charge. The Advertiser is obligated to provide truthful, exact, current, and complete information according to the instructions of the registration form. He is further obligated to ensure that the registration data remains current and correct at all times.
- Confirmation from Sternzeit of the Advertiser’s registration constitutes Sternzeit’s acceptance of the Advertiser and the conclusion of the usage agreement. The Advertiser is not entitled to conclude a usage agreement; Sternzeit may decline to conclude the usage agreement without stating reason.
- The Advertiser explicitly consents to receive contractual declarations from Sternzeit by email (especially confirmation of registration, changes to the General Terms and Conditions, or other notifications relevant to the agreement). These shall be considered received if under normal circumstances they are accessible in the Advertiser’s inbox on tads or in the inbox of the email that the Advertiser provided in the course of registering with Sternzeit.
- Each Advertiser shall receive an individual user account from tads after registering. This contains the Advertiser’s information from the registration process and the information necessary for use of tads and payment transactions. The user account is neither transferable nor inheritable.
III. Description and scope of services
- Via tads, Sternzeit provides advertising space from Publishers for placing advertisements for the Advertiser and handles the advertisement placement transactions and ad serving for the Advertiser. However, placement entails no entitlement to the performance of services for the entire placement period.
- For each Publisher page, the Advertiser has the option of uploading his own banners or using standardized advertising banners created from database content (images/texts) of the Publisher he has selected.
Advertisements with sound are permissible, but only insofar as the sound must be turned on by the end customer himself and can be turned off again at any time.
- In the event that Sternzeit can no longer provide the advertising space after payment has already occurred, for instance because the Publisher terminates the services within the placement period, etc., Sternzeit shall refund the Advertiser his advance payment insofar as it extends beyond the placement period provided so far.
- Sternzeit makes tads available in accordance with the current state of the art technology. Sternzeit is entitled to restrict the availability of tads temporarily if this is necessary from the point of view of capacity limits, the security or integrity of the server, or to perform technical measures and if this serves the purpose of performing the services properly or improving them (maintenance work). In these cases, Sternzeit shall take the interests of the Advertiser into account. The service may be interrupted or negatively impacted by technical circumstances, service and/or connection failures, or hardware and software defects for which Sternzeit is not at fault, as well as by interference from third parties whose activities are not attributable to Sternzeit (e.g., viruses, third-party network outages). Therefore, the parties agree that interruptions and/or malfunctions of the performance of the services due to such causes, for which Sternzeit is not at fault, shall not justify any claims on the part of the
- Sternzeit guarantees an annual average availability of 99.8% for tads. “Availability” is understood as the ratio of actual time (AT) to target time (TT): availability (%) = (AT / TT) * 100. Actual time (AT) is the time during which the system is actually available from the datacenter’s router output. The target time does not include maintenance time necessary to maintain the system or interruptions for offline backups, both to reasonable extents, nor interruptions due to force majeure or other causes not avertible by Sternzeit, e.g. emergency measures to prevent a massive virus outbreak.
When information is provided on tads about page impressions, click rates, and CPMs of internet pages or the like in connection with reservations (i.e., reserving an advertisement in a specific placement for a fixed price and fixed duration), this information is only average values from the past. Therefore, this information provides a point of reference for further advertising campaigns but does not guarantee that further advertising campaigns will achieve the same or similar values.
IV. Advertising agreement relationship
- By submitting, uploading, linking, or entering advertisements or advertising material on tads, the Advertiser commissions and authorizes Sternzeit to carry out advertising transactions with Publishers for this advertising content. The Advertiser can obtain information on the details of the advertising transactions, especially the internet sites available, the individual Publishers’ advertising spaces, the formats that can be selected, and the corresponding price terms by using “Search” on tads.
- By selecting a shopping cart of products, accepting the General Terms and Conditions, choosing from among the payment options offered, and clicking the “Purchase” button, the Advertiser submits to Sternzeit a binding offer for placing his advertising material on the Publisher’s advertising space. The advertising agreement relationship comes into being when a billing link is presented on the reservation confirmation page and the selected advertisement placement is then reserved automatically. In connection with concluding the advertising agreement relationship, the Advertiser forgoes receipt of any declaration of acceptance by Sternzeit.
- Sternzeit is a contractual partner of the Advertiser on its own behalf and at its own expense. No direct contractual relationships exist between the Advertiser and Publisher, nor does Sternzeit broker any.
- Sternzeit assumes no liability for the advertising content provided by the Advertiser and linked to the Publisher’s participating internet site. Sternzeit also makes no guarantee that the displayed web links shall bear a thematic or other relationship to the Publisher’s participating internet site. Finally, Sternzeit also makes no guarantee regarding the range or success of the corresponding advertising agreement relationships.
V. Obligations of the Advertiser
- Obligations in connection with the user account
- The Advertiser must ensure that his user account is only used by himself. For this purpose, he must in particular ensure the secrecy of his individual password. The Advertiser shall be fully responsible for all activities carried out via his user account.
- While participating, the Advertiser must observe and implement Sternzeit’s technical requirements and specifications for advertising content and advertisement placement.
- The Advertiser is obligated to set up his systems and programs in such a way that neither the security, the integrity, nor the availability of the systems Sternzeit uses to operate tads and perform the services is negatively impacted. Sternzeit is entitled to implement measures (e.g., blocking access) that are necessary to protect the integrity of Sternzeit’s or third parties’ systems.
- The Advertiser is obligated to notify Sternzeit of any malfunctions of the systems and programs of tads immediately. Malfunctions may not be cited after the fact as a reason for not making use of tads.
- If the Advertiser fails to observe the obligations described or only observes them in part, Sternzeit shall be entitled to exclude the Advertiser from further use of tads in full or in part. All further rights of Sternzeit remain unaffected.
- Obligations in connection with the advertisements used
- The Advertiser shall be fully and solely responsible for the advertisements he uses on tads.
- Sternzeit has no obligation to review the advertisements and advertising material and/or outgoing links from the advertising material including link content. Any review by Sternzeit, which Sternzeit is entitled to undertake at any time, shall not release the Advertiser of his responsibility for the advertisements and advertising material and/or the outgoing links from the advertising material including link content.
- By submitting, uploading, linking, or entering an advertisement on tads, the Advertiser guarantees that that the content of the advertisement does not violate applicable law in the distribution area. The Advertiser further guarantees that he is able to make use of all rights to the advertisement and advertising material, especially related rights, trademark rights, copyrights, or personality rights, and that opposing rights of third parties are not negatively impacted.
- The Advertiser shall ensure that he is entitled to use the links to other content incorporated into his advertising material. He shall also ensure that that web sites to which the advertising material links fulfill the provisions of the German Telemedia Act, especially the obligation to provide a site notice.
- The Advertiser undertakes to submit, upload, link, and enter no advertisements into tads that
- do not clearly identify their promotional nature (e.g., by marking them as “advertisement” or “commercial”) or
- directly contain content which is defamatory, is insulting, glorifies violence, glorifies warfare, incites racial hatred, disregards human rights, is racist, is pornographic, or is harmful to minors, or
- directly contain symbols of unconstitutional organizations
- or directly contain anti-competitive, illegal, or indecent content
- or refer to such content through hyperlinks to internet sites.
- Insofar as is legally permissible, the Advertiser shall indemnify Sternzeit against all claims under private law, public law, and criminal law asserted by third parties against Sternzeit as a result of culpable violations of these contractually agreed obligations of the Advertiser. This claim to indemnification shall also cover the costs of necessary litigation against such claims. Sternzeit shall notify the Advertiser immediately if third parties assert such claims.
- The Advertiser must ensure that the advertisements and advertising materials he provides on tads meet Sternzeit’s technical requirements and that Sternzeit is thus able to place the advertisements and advertising material offered within the scope of advertising agreements.
- For all advertisements and advertising material submitted by the Advertiser via tads, the Advertiser grants Sternzeit and the Publisher the non-exclusive, non-transferrable, non-sublicensable global right to incorporate these advertisements and advertising material into the agreed internet pages and advertising spaces for the agreed duration of the campaign, to display and publish them there, and to make them accessible and deliver them to members of the public and closed groups of advertisers over fixed-line and mobile communication networks at locations and times of their choosing for the purpose of making use of them simultaneously or successively, and also on demand, and to reproduce the advertising material for the above purposes. The rights granted above also pertain in particular to copyrights and related rights, the right to one’s own image, and naming rights, title rights, trademark rights, and other rights to legal marks existing on the advertising material.
VI. Payment obligation of the Advertiser; due date
- The Advertiser undertakes to pay the advertising charge set by Sternzeit for the selected online advertisement placement. The amount of the advertising charge can be found in the table.
- This advertising charge shall be payable IMMEDIATELY as part of submitting the offer in accordance with section IV 2 if as this has not occurred any case due to use of an online payment service.
- If it is or becomes impossible for Sternzeit to perform the service selected by the Advertiser, the provision from III.4 shall apply to any repayment claims of the Advertiser. However, no further claims for damages against Sternzeit shall exist.
- The Advertiser is solely responsible for uploading/entering his advertisements and advertising materials in a timely fashion, i.e. at the beginning of the placement period. If he does not comply in a timely fashion or misses the reserved duration entirely, he shall not be entitled to a refund of the advance payment already made..
- The Advertiser is obligated to pay as soon as he makes a reservation via tads. The Advertiser is still obligated to pay Sternzeit even if the Advertiser does not submit/upload/enter his advertising material in a timely fashion, i.e. at the beginning of the placement period.
VII. Billing and payment procedures
- Sternzeit shall bill the Advertiser by electronic means exclusively. Sternzeit shall post each bill on the user account.
- The Advertiser’s payments shall be made by an online payment process or by bank transfer to Sternzeit if the Advertiser is offered this option by TravelAdShop during the purchase process.
- The prices given on tads for advertisement placements are net prices. The legal amount of VAT must always be paid over and above these prices if it is incurred according to legal regulations.
- If a chargeback or erroneous transfer occurs in the course of the payment transaction for which the Advertiser is at fault, the Advertiser must pay additional costs in the amount of EUR 20 unless the Advertiser demonstrates a lesser damage.
- If the payment received in a payment by bank transfer is reduced by transfer charges, account fees, or other deductions, the payment shall be considered unperformed until the Advertiser has ensured that the payment is received in the full amount. The Advertiser shall solely bear all resulting damages from failure of performance due to late payment.
- Promotional discounts to bookings (such as vouchers, promo codes, etc.), constitute a one-time discount to be deducted from the corresponding booking. Vouchers cannot be used more than once. Vouchers cannot be paid out directly, and can only be discounted from a specific booking. In the case of cancellations or partial cancellations, the used voucher cannot be claimed, and the corresponding amount shall not be credited. Vouchers are only valid for a given promotional period.
VIII. Terminating the usage relationship; terminating the advertisement agreement relationship
- The Advertiser is entitled to terminate the usage agreement with Sternzeit at any time without stating reason by giving written notice. Sternzeit may terminate the usage relationship without stating reason with a notice period of two weeks.
- Advertisement placements that have already been brokered and performed shall remain unaffected by the termination of the usage relationship. At the same time, termination of the usage relationship constitutes termination of all ongoing advertisement agreement relationships, whereby advertisement agreement relationships shall not end until the agreed duration expires. Therefore, refund of advance payments is excluded.
- As a general rule, the final billing to the Advertiser shall occur after the advertising agreement relationship is terminated. The account shall be irrevocably deleted after payment, but after at most 2 years.
- The right of both parties to terminate for cause remains unaffected. A cause that entitles Sternzeit to extraordinary termination exists if:
- the Advertiser defaults on payment for an advertising service from Sternzeit he has made use of, or
- proceedings requiring an affidavit have been initiated against the Advertiser, or insolvency proceedings against his assets have been initiated, unless the Advertiser provides an appropriate security, or
- the Advertiser violates his obligations from this usage agreement and, despite a warning with an appropriate deadline, does not take corrective action by the deadline. No warning shall be necessary if it has no likelihood of succeeding or if the violation is so serious that it is not reasonable for Sternzeit to adhere to the agreement. A violation may also be considered serious if the Advertiser has already been warned for a comparable violation multiple times.
- Sternzeit has a justified suspicion which cannot be refuted by the Advertiser that the Advertiser and/or his offers violate legal regulations, especially those of the criminal code, the Interstate Treaty on the Protection of Minors (JMStV), or applicable advertising regulations.
IX. Liability; limitation of liability claims
- Claims of the Advertiser for damages are excluded, except for claims of the Advertiser for damages due to death, bodily harm, hazard to health, or breach of essential contractual obligations (“cardinal duties”) and liability for other damages resulting from intentional or negligent breach of duties by Sternzeit, its legal representatives, or its fulfillment agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the agreement.
- In the event of breach of essential contractual obligations, Sternzeit’s shall only be liable for damages which are typical for the agreement and foreseeable if they were caused by simple negligence, except in the event of a claim of the Advertiser for damages due to death, bodily harm, or hazard to health.
- The limitations of para. 1 and 2 also apply to the benefit of the vendor’s legal representatives and fulfillment agents if claims are asserted against them directly.
- For damages due to delay caused by ordinary negligence, Sternzeit’s liability shall be limited to typically foreseeable damages, but at most 5% of the value of the corresponding advertising agreement.
- Claims for damages against Sternzeit shall expire 12 months after they arise unless they are due to impermissible or intentional activities.
X. Confidentiality; data protection>
- The parties undertake to treat all information and data that they obtain from the other contractual partner in connection with concluding and/or performing this agreement strictly confidential and not to disclose them to third parties unless legally obligated to disclose them. This obligation also extends beyond the termination of the contractual relationship.
- Personal data of the Advertiser necessary for performing and transacting agreements shall be gathered, stored, processed, and used in accordance with legal regulations.
- As a general rule, no personal data of the Advertiser shall be conveyed to third parties. However, communication of personal data to third parties (payment services, banking institutions) is strictly necessary for processing payments. Nonetheless, only such data shall be communicated as are strictly necessary to carry out the payment process.
- Without the Advertiser’s approval, Sternzeit shall not use these data for the purposes of advertising, market research, or attitude research of third parties.
Personal data shall be deleted after the contractual relationship is terminated unless legal obligations to retain them exist. In this event, the data shall be locked.
- Further information on the type, scope, location, and purpose of gathering, processing, and using personal data necessary for carrying out orders can be found in the data protection policy.
XI. Changes to these Terms and Conditions
Sternzeit reserves the right to modify these Terms and Conditions with future effect, e.g. to adapt them to changes in legal regulations or to introduce new services, insofar as this is not unreasonable for the Advertiser.
- Each advertising agreement is generally governed by the General Terms and Conditions that were valid at the time the agreement was concluded. The Advertiser shall be notified by email of changes to the General Terms and Conditions if these apply to an ongoing advertising agreement. The changes shall become effective if the Advertiser does not object within 14 days of receipt of the notification. The Advertiser shall be informed of the option to object and its deadline separately by email.
- If the Advertiser objects to the changes in the General Terms and Conditions, Sternzeit is entitled to terminate the usage relationship. Any advertising orders which at this point have not yet been concluded or have not yet been concluded completely shall be concluded according to the terms that were valid up to this point.
- Agreements between Sternzeit and the Advertiser are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of fulfillment and exclusive jurisdiction is Berlin, insofar as is legally permissible.
- If the Advertiser is a merchant, a legal entity under public law, or a special fund under public law, or if he has no place of jurisdiction in Germany, then Sternzeit’s registered seat shall be the exclusive jurisdiction for all disputes arising from the contractual relationship, including those related to its conclusion and effectiveness.
- No oral or written side agreements exist. Changes to the terms of the agreement must be made in written form. This also applies to waiver or modification of the written form requirement. Effective oral individual agreements remain unaffected. “Written form” in these General Terms and Conditions refers to text form in the sense of §126 b of the German Civil Code (BGB).
- Should provisions of these General Terms and Conditions be or become ineffective in whole or in part, the effectiveness of the remaining provisions shall remain unaffected. In that event, the agreement must be interpreted and applied in a way that corresponds to the contractual parties’ presumed interests. Legal regulations apply otherwise.
Version as of 21.6.2017
GENERAL TERMS AND CONDITIONS FOR 360° SHOOTINGS
§1 - Provider
(1) The supplier and contractual partner of the respective customer is Sternzeit Media GmbH, Novalisstraße 11,10115 Berlin, +49 30 257 00 615, firstname.lastname@example.org, in the following "provider".
(2) These General Terms and Conditions become an integral part of any agreement between the Provider and its customers. General terms and conditions of customers are not applicable. The provider expressly disagrees with this inclusion, so far as the inclusion is not agreed individually in text form.
§2 - Offers, Conclusion of Contract, Deadlines
(1) Information on a website of the provider, in e-mails, in flyers, brochures or other advertising material, which are not directed to a certain recipient, do not represent offers, but are merely requests for the submission of an offer on the part of the customer.
(2) The provider is bound to individual offers, which the supplier addresses to a certain customer, 30 days from the creation date of the offer if the offer does not specify a deviating binding period.
(3) Completion deadlines are non-binding unless expressly guaranteed by the supplier as binding deadlines.
§3 - Creation of 360° Panorama Tours
(1) The provider creates a 360° digital photographic 360° panorama tour (hereinafter referred to as "Tour") from the customer's business premises, which shall be made available on the Internet. Through such a tour, interested parties can get a photorealistic impression of the business premises via the Internet.
(2) For the preparation of the tour, the parties agree upon a date on which a photographer takes up the business premises of the customer. It is the customer's responsibility to keep all areas to be included accessible at the agreed time.
(3) It is incumbent upon the customer to ensure,
(a) that only those employees or other persons in the area to be admitted who have consented to their admission with knowledge of the intended purpose are present at the time of the appointment, and
(b) that there are no objects in the recording area whose reproduction in the intended form on the Internet would be prohibited under copyright, trademark or proprietary rights.
(4) The created tours are transmitted by the provider to the service "Google Street View | Trusted", which makes them publicly accessible on its website. The terms and conditions of Google Street View apply additionally (see www.google.de/intl/de/policies).
(5) The service of the provider is ready for acceptance as soon as the tour with the agreed content has been made publicly accessible via "Google Street View | Trusted". The provider does not guarantee that Google will keep its service "Google Street View | Trusted" available indefinitely; the provider has no influence on this.
§4 - Acceptance
(1) If an order is ready for acceptance, the supplier shall inform the customer by e-mail of the Internet address (URL) at which the tour is retrievable.
(2) Acceptance shall be deemed to have been granted if the customer does not object to acceptance in text form within 10 calendar days of receipt of the notification. The customer will be informed of this legal consequence by sending the notification.
§5 - Charges, Invoicing
(1) The fees agreed in the order as well as the current price list of the provider at the time of conclusion of the contract shall apply. All prices are quoted net plus VAT.
(2) The payment agreed for the order shall become due upon acceptance.
(3) The payment period shall be one week from receipt of the invoice.
(4) The contractor reserves all rights to his services until full payment of the due fees.
§6 - Cancellation of Orders, Changes of Appointments
(1) The provider grants the customer a contractual right of withdrawal under the following conditions.
(2) Up to the end of the 42nd day before the agreed photo appointment, the customer can withdraw from the order free of charge or arrange another photo appointment.
(3) In the event of a cancellation, which is declared less than 42 days but more than 14 days before the photo date, 80% of the order fee is due for payment. If the contractor is able to execute a different order for the cancelled photo appointment, the fee to be paid by the customer is reduced by the turnover from the other order.
§7 - Final Provisions
(1) The parties agree that the place of performance for all contractual services as well as the exclusive place of jurisdiction for all disputes arising from this contract shall be the district of the Amtsgericht Mitte Berlin (District Court of Central Berlin), insofar as it is a commercial transaction for both parties.
(2) The parties submit their agreements to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the German conflict of laws rules for private international law.
(3) Should individual clauses of these terms and conditions of business prove to be ineffective or impracticable, this shall not affect the validity of the remaining provisions.