Terms and Conditions
General Terms and Conditions for the Use of the Marketing Tool "releva.nz" of releva GmbH
1 General
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") govern the contractual relationship between releva GmbH, Feilnerstr. 10, 10969 Berlin (hereinafter referred to as "Provider") and Customers regarding the provision of the service "releva.nz".
1.2 The Provider shall provide services exclusively on the basis of these GTC. The inclusion of the Customer's own contractual terms and conditions is hereby objected to. This shall not apply if the Provider expressly agrees otherwise in writing.
1.3 The service "releva.nz" is exclusively addressed to entrepreneurs. Entrepreneurs in the sense of these GTC are natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or independent activity when concluding the contract with the provider.
2 Subject of the contract
2.1 With its "releva.nz" service, the Provider operates a service that enables webshop operators to commission, control and evaluate online marketing measures or the placement of online advertisements via a plug-in integrated into their own webshop system. The service "releva.nz" offers the possibility to address visitors of the customer's webshop by means of retargeting on third party websites or advertising networks (hereinafter referred to as "publisher") with advertisements specified by the customer and to interest them in the customer's offer. Details on the specific scope of services and system requirements can be found on the website www.releva.nz.
2.2 The booking of advertising space with Publishers and payment of the costs incurred in this connection shall be made by the Provider. No direct legal relationship shall arise between Publishers and Customers within the scope of these service relationships.
2.3 The service "releva.nz" offers the customer extensive control methods for advertising campaigns. Among other things, it is possible to determine budgets.
2.4 Furthermore, the service "releva.nz" allows to extensively evaluate the performance of the advertising campaigns. A large number of statistics are provided for this purpose.
2.5 For the placement of advertisements with publishers, costs are incurred which are settled via the provider and are payable to the third party or the advertising network.
2.6 For the service "releva.nz", the Provider shall charge a monthly fee, the amount of which depends on the respective service package.
2.7 The service "releva.nz" is a service, the Provider does not owe any success. In particular, the Provider cannot guarantee the placement of advertisements, certain costs for advertising space, the placement of advertisements with certain publishers, or even the success of advertising campaigns (generation of sales at the Customer).
3 Conclusion of contract, customer account
3.1 By completing and sending the registration form provided by the Provider and confirming the validity of these GTC, the Customer submits an offer to conclude a contract. The acceptance of the offer by the provider is made by sending a confirmation email to the email address provided by the customer. The provider reserves the right to reject an offer to conclude a contract without giving reasons. A separate declaration to this effect is not required.
3.2 After conclusion of the contract, the customer will receive a customer number and an API key by email. This data must be stored by the customer in the respective store system backend to activate the releva.nz plugin.
3.3 The Provider shall also carry out parts of the customer communication directly via the plugin. During the term of the contract, the Customer is therefore obliged to regularly check the releva.nz plugin overview in its store system backend.
3.4 Customer number and API key shall be kept strictly confidential and employees of the Customer shall be bound accordingly. In case of suspicion of a security breach, the customer is obliged to inform the provider immediately.
3.5 In the event of sufficient suspicion of a security breach, the Provider reserves the right to block the Customer's account. In this case, the Provider shall inform the Customer immediately.
4 Duties of the customer
4.1 The customer independently determines via his store system backend in the releva.nz plugin overview which daily budget should be spent for the campaign.
4.2 The customer is obligated to regularly check his specification regarding the daily advertising budget. The Provider shall not be liable under any circumstances for unintentional specifications regarding the budget.
4.3 The Customer is obligated to keep its data, in particular information on means of payment, up to date at all times. Changes must be communicated to the Provider in writing (e.g. by e-mail) without delay.
5 Placement of ads
5.1 The costs for placing advertisements with Publishers shall be borne by the Customer. The advertising costs shall be invoiced by the Provider.
5.2 The costs incurred by the placement of advertisements shall be invoiced by the Provider to the Customer in the following month for the last month in each case.
5.3 The Provider reserves the right, at its own discretion, to set guidelines for the maximum limit of advertising costs. The specifications may vary between customers.
5.4 The Provider shall invoice the Customer for the respective advertising costs for the previous month. Several payment options are available for the settlement of payments.
6 Compensation, payment and settlement modalities
6.1 The service "releva.nz" is subject to a monthly basic fee, the amount of which depends on the respective service package. Information on the current service packages, the respective scope of services and monthly costs can be viewed at any time at: https://releva.nz/en/plans.
The monthly basic fee shall also apply if no advertisements are placed in the respective period.
6.2 The monthly basic fee is calculated retroactively for the previous contract month and is due on the first of each calendar month. If a contract month is not fully chargeable (e.g. § 7.1 free trial period), it will be charged on a pro rata basis.
6.3 In the case of credit card payment, the Customer authorizes the Provider or, in the case of SEPA direct debit, the Customer authorizes the Provider to collect the monthly basic fee via the credit card, by direct debit or in the SEPA procedure.
The period of notice for direct debit collection in the SEPA procedure (pre-notification) shall be reduced to up to 1 day.
6.4 Any costs incurred for return debits or revocation of a credit card charge shall be borne by the customer. The Provider shall charge a fee of € 5 for processing an unauthorized revocation or return debit note. This does not apply if the customer is not responsible for the revocation or the return debit note.
6.5 If the customer is in default, interest shall accrue, the amount of which shall be in accordance with the statutory provisions. The Provider is entitled to suspend the placement of advertisements during the default. A fee of 5 euros will be charged for reminders.
6.6 A set-off against claims of the Provider can only be made with legally binding claims or claims recognized by the Provider.
6.7 The statement of account shall be sent to the Customer to the e-mail address previously provided by the Customer. If the statement is not objected to in text form within 14 days of provision, the statement shall be deemed accepted.
7 Trial period, contract term and termination
7.1 After conclusion of the contract, a 30-day test period begins during which the basic fee for the use of "releva.nz" does not apply. The costs for the placement of advertisements plus the commission shall also be incurred during the test period.
The free trial period is only granted to new customers. If the customer already had a contractual relationship with the service, the free trial period shall not apply.
7.2 The contract can be terminated by the customer at the end of the test period.
7.3 After the end of the test period, the contract shall be concluded for an indefinite period and may be terminated at any time by either party subject to a notice period of 30 days.
7.4 The right to extraordinary termination for good cause shall remain unaffected. Good cause shall be deemed to exist in particular
- one of the contracting parties violates essential contractual obligations and the violation is not remedied within 7 days after request by the respective other contracting party. If the violation is repeated, the other contracting party shall be entitled to terminate the contract immediately.
- the customer is in arrears with his payment obligations for more than two months.
- in the event of insolvency or filing of a petition for insolvency by a contracting party.
7.5 The termination may be given in text form (e.g. via e-mail or post). At the same time, termination is possible directly via the respective store backend of the customer.
8 Liability of the Customer for Advertising Media, Release of the Provider and Publisher
8.1 The selection, provision and design of advertising media may be carried out by the Customer. In this case, the Provider and/or Publisher will not carry out any checks, in particular legal checks, on the advertising media.
In the case of automatic design of advertising media, the Provider automatically adopts images, texts and prices of the respective Customer online store.
8.2 The Customer is obligated to ensure that it is entitled to all rights to use the Advertising Media. This applies in particular to all rights of use under copyright and/or trademark law to images, texts, labels, slogans, logos, trademarks and the like used.
8.3 The Customer shall further ensure that advertising media and/or advertised products and/or services and/or the type of advertising do not violate applicable laws. In particular, the Customer shall ensure that the advertising does not violate standards of:
Competition law
Trademark law
copyright law
pricing law
Youth protection law
Criminal law
Other special legal norms (pharmaceutical law etc.)
violates.
8.4 The Customer shall indemnify the Provider as well as Publishers who play out the Customer's advertising from any liability based on an infringement of the advertising media against the rights of third parties and/or applicable law. If claims are asserted against the Provider and/or a Publisher by third parties due to the illegality of an advertising medium of the Customer, the Customer is also obligated to support the Provider and/or Publisher in the defense against claims. This also includes the assumption of reasonable costs of a legal defense.
8.5 If the Provider and/or a Publisher have reason to believe that an advertising medium and/or the type of advertising and/or an advertised product/service violates applicable law or infringes the rights of third parties, the Provider reserves the right to immediately block the advertising medium. The provider will inform the customer about this. A reason for justified presumption is given in any case, if the provider receives a warning, which in any case is not obviously devoid of any legal basis.
9 Liability of the provider, system availability, maintenance
9.1 The liability of the Provider for damages based on intentional or grossly negligent fault of the Provider or in case of injury to life, health or body shall be governed by the statutory provisions.
9.2 For damages based on a negligent breach of an essential contractual obligation of the Provider, the amount of damages shall be limited to such damages that are typical for the contract and foreseeable.
9.3 In all other respects, liability on the part of the Provider is excluded.
9.4 The Parties are aware that the availability of technical systems cannot be guaranteed without limitation. The Provider shall make every reasonable effort to keep its systems available and to keep any necessary maintenance work and associated system downtime or system restriction to a minimum and to carry it out at times that take the interests of the Customer into account as far as possible (after-hours, weekends, etc.). In addition, the Provider shall endeavor to announce foreseeable system restrictions with sufficient lead time. Nevertheless, a continuous availability cannot be guaranteed and the Customer cannot derive any rights from a system failure shorter than 24 hours.
9.5 Any liability of the Provider for disruptions of telecommunication networks and/or errors of third party software providers is excluded.
10 Granting of rights
10.1 The Customer shall grant the Provider all rights (in particular copyrights, trademark rights) to the Advertising Media necessary to fulfill the purpose of the contract. The rights shall be granted as a simple right, limited in time to the term of the contract, unlimited in space and freely transferable to third parties.
The granting of rights shall include all rights of use under copyright law necessary for the placement of the advertisements; in particular, the right of reproduction, the right of communication, the right of making available to the public.
10.2 The placement of advertisements may require the editing of the advertising media for certain publishers due to technical specifications. This concerns, for example, the size of the advertisement. In this respect, the Customer also grants the Provider a corresponding, sublicensable right to edit.
11 Data privacy
11.1 Provider and Customer undertake to ensure compliance with applicable data protection law. In particular, the Customer shall ensure that visitors to its own webshop are sufficiently informed about the cookies used for the purpose of effective retargeting under this Agreement and the prevention or deletion of the cookies.
12 Changes of the Terms and Conditions
12.1 The Provider shall be entitled to amend these GTC at any time should economic or legal reasons so require. Amendments shall be made after weighing the interests of both contracting parties and shall be communicated to the Customer without undue delay, unless they are merely editorial amendments (elimination of legal typographical errors or the like).
13 Price and service change
13.1 The Provider reserves the right to restrict, change and extend individual services and/or the scope of services of service packages at any time and at its own discretion or to discontinue offering service packages. In doing so, the Provider shall give due consideration to the interests of the Customer.
13.2 The Provider reserves the right to change prices at any time and at its own discretion.
13.3 If a change within the meaning of 12.1 affects the rights of the Customer, the Customer shall have an extraordinary right of termination within 14 days of becoming aware of the change. The right of termination shall expire if the Customer continues to use the Provider's service after becoming aware of the change.
14 Transmission
14.1 The Provider shall be entitled to commission third parties with the provision of agreed services.
14.2 The Provider shall further be entitled to transfer rights and obligations of the contractual relationship individually or as a whole or the contractual relationship as a whole to third parties, provided that the rights of the Customer are not unreasonably impaired thereby.
15 Miscellaneous
15.1 Should individual provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall be deemed to have been agreed which most closely reflects the economic intent. This shall apply accordingly to loopholes.
15.2 The contractual relationship between the Provider and the Customer as well as the GTC shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15.3 For claims arising from or in connection with the contractual relationship, Berlin is agreed as the exclusive place of jurisdiction, insofar as this is legally permissible.
Berlin, 01 May 2019 releva GmbH