- All contracts concluded between an entrepreneur (“Customer”) and Heise Medien GmbH & Co KG (“Heise”) for the publication of advertising media in the magazines, mobile apps and on the websites operated by Heise (hereinafter referred to collectively as “Advertising Media”) are subject exclusively to these General Terms and Conditions (“GTC”).
- If contracts are to be concluded for the Heise Business Services product range, the General Terms and Conditions for Heise Business Services also apply to these, available at https://www.heise.de/mediadaten/downloads/hbs.pdf
- The validity of any general terms and conditions of the Customer is excluded. Heise’s failure to reject other general terms and conditions does not result in these being deemed agreed. Unless otherwise agreed upon in writing, Heise shall conclude a contract with the Customer on the basis of these General Terms and Conditions.
- Heise is entitled to amend these General Terms and Conditions at any time, provided that the contractual balance between the parties is not significantly disturbed thereby. Heise will only make changes for valid reasons, in particular due to new technical developments, changes in case law or other equivalent reasons. The Customer will be informed of the change in good time, i.e. at least one month in advance. This is usually done by a note in the order confirmations. Amended general terms and conditions shall become effective if the Customer does not object within two weeks. The current version of the General Terms and Conditions is available at http://www.heise.de/mediadaten/pdfs/ho/agb.pdf.
§ 2 Advertising contract
An advertising order is any contract concluded between Heise and an entrepreneur for the placement of advertising media in the advertising media offered by Heise for the purpose of distribution.
§ 3 Advertising material
- Advertising media are all sensually perceivable manifestations of an advertising message, such as advertisements in print media or digital media. They may consist of one or more of the following elements: Image and/or text, sound sequences and/or moving images (including banners) or sensitive areas which, when clicked on, create links to other data which are within the sphere of the Customer (e.g. link).
- Heise expressly identifies advertising media whose design and content do not directly lead to perception as such as advertisements. Advertising media are always displayed separately from editorial content.
- For the placement of advertising media, formats that are documented in the respective valid price lists or rate cards data of the corresponding advertising media are generally considered.
The placement of special formats and advertising formats is only possible after consultation with and with the consent of Heise. The client must deliver advertising material in full, on time, without errors and in a suitable form. Technical specifications from Heise must be observed.
- Advertising media containing third-party advertising or advertising for third parties (joint advertising) require Heise’s prior written declaration of acceptance in each individual case. Such advertising entitles Heise to charge a composite surcharge.
- If the Customer has not expressed a placement wish for an advertising medium, the written confirmation with the scope specified in the order is decisive. The placement of the advertising material shall be carried out by the Customer and Heise by mutual agreement. If this cannot be produced, Heise will decide at its reasonable discretion, taking the Customer’s interests into account to the greatest possible extent.
§ 4 Conclusion of contract
- The contract between Heise and the Customer is concluded by Heise confirming the advertising order in text form. Even a verbal or telephone confirmation is based on these terms and conditions as far as the availability on the Internet is referred to. An advertising order can be agreed for individual advertising media or for a fixed number of advertising media. In addition, fixed dates for individual placements or a corresponding duration of the advertising media can be agreed.
- Insofar as advertising agencies place orders, the contract is concluded in case of doubt with the advertising agency, subject to other written agreements. If an advertiser is to become a Customer himself, he must be expressly named by the advertising agency before the contract is concluded. Heise is entitled to demand proof of mandate from the advertising agencies.
- Consumers within the meaning of § 13 BGB are excluded from the conclusion of a contract.
§ 5 Special provisions for print advertising orders
§ 5.1 Print advertising orders
- When delivering digital print documents (§ 5.2), the Customer is obligated to deliver proper templates, in particular templates that correspond to the format and technical specifications of Heise in due time before the deadline for printing documents. Costs incurred by the Publisher for changes to the artwork requested by the Client or for which the Client is responsible shall be borne by the Client. In accordance with the information provided in the price list and order confirmation, the usual quality of the advertisements or other advertising media is agreed upon within the scope of the possibilities provided by the printing documents. This only applies in the event that the client complies with the publisher’s specifications for the creation and transmission of printing documents.
- When calculating the purchase quantities, text millimetre lines are converted into advertisement millimetres according to the price. Text part advertisements are advertisements that are adjacent to text on at least three sides and not to other advertisements.
- Printing material will only be returned to the client upon special request. The obligation to keep the print documents ends three months after the first distribution of the advertisement.
- Proofs will only be supplied upon express request. The client is responsible for the correctness of the returned proofs. Heise will take into account all error corrections which are communicated by the deadline for printing documents or within a period agreed upon between the parties.
- If no special size specifications are given, the actual print height customary for the type of advertisement shall be used as a basis for the calculation.
- Upon request, Heise will provide a record of the publication of advertising material in Heise magazines (“voucher copy”). Depending on the type and scope of the advertising order, advertisement cuttings, voucher pages or complete voucher numbers are supplied. If a copy can no longer be obtained, it will be replaced by a legally binding certificate from the publisher confirming the publication and distribution of the advertisement.
§ 5.2 Digital transmission of print documents
- Digital artworks are those which are transmitted paperless by data carrier, directly or indirectly by remote transmission.
- Unwanted printing results (e.g. missing fonts, wrong screen ruling), which can be traced back to a deviation of the Customer from the publisher’s recommendations for the creation of printing documents, do not lead to a claim for a price reduction.
- If several files belonging together are transmitted, the Customer must ensure that these files are sent or saved within a common directory (folder).
- Digitally transmitted artwork for colour advertisements can only be reliably processed with a colour proof delivered on paper. Without a colour proof, there is no claim to a price reduction in the event of colour deviations. In any case, a printout must be sent by fax to the printer to enable him to check the factual correctness. A correction fax must be expressly requested by the Customer. Only with correct colour matching is a colour-correct implementation within the usual tolerances guaranteed.
- If digitally transmitted artwork is sent to Heise by data carrier, it will only be returned to the Customer upon special request.
- Prior to digital transmission of artwork, the Customer must ensure that the transmitted files are free of computer viruses. If Heise discovers computer viruses on a transmitted file, this file will be deleted immediately without the Customer being able to assert any claims. Heise also reserves the right to claim damages from the Customer if such computer viruses infiltrated by the Customer have caused damage to Heise.
§ 5.3 Malfunctions and partial delivery
- In the event of operational disruptions or in cases of force majeure, illegal labor disputes, illegal seizure, traffic disruptions, general shortage of raw materials or energy and the like – both in the operations of Heise as well as in third-party operations which Heise uses to fulfill its obligations – Heise is entitled to full payment of the published ads if the corresponding magazine has been delivered with 80% of the average circulation of Heise sold or otherwise assured in the last four quarters.
- In the event of lower deliveries, the invoice amount will be reduced in the same proportion as the guaranteed sold or assured circulation stands to the actually delivered circulation.
§ 5.4 Reduction of payment and substitute publication
If the publication of the advertisement in a Heise magazine does not correspond to the quality or performance owed under the contract, the Customer is entitled to a reduction in payment or a flawless replacement advertisement or replacement publication of another advertising medium, but only to the extent that the purpose of the advertisement or the other advertising medium was impaired. Heise has the right to refuse a replacement advertisement or replacement publication if this requires an effort which, taking into account the content of the contractual obligation and the requirements of good faith, is grossly disproportionate to the Customer’s interest in performance, or if such publication would only be possible for Heise at disproportionate costs. If Heise allows a reasonable period of time set for the replacement advertisement or the publication of the other advertising material to elapse or if the replacement advertisement / replacement publication is again not flawless, the Customer is entitled to a reduction in payment or to cancel the order. In the event of insignificant defects in the advertisement or the publication of the other advertising material, the cancellation of the order is excluded.
§ 6 Special provisions for online and app advertising orders
§ 6.1 Online and app advertising orders
- The Customer guarantees to deliver the advertising material completely, on time, without errors and in a suitable form. Timely delivery is a delivery at the latest three working days before the start of the publication for animated gifs and in the case of a redirect, at the latest five working days before the start of the publication for all other formats. In the event of late delivery or subsequent changes, Heise does not assume any warranty for the timely distribution of the advertising material.
- Subsequent changes to the advertising media or their replacement are only possible if the originally agreed insertion date is adhered to, provided that the number or scope of the change requests is not disproportionate or unusual for the industry. Heise may invoice the Customer for the additional costs incurred in this respect. This also applies to any changes to the content or timing of the advertising material requested by the Customer after data delivery or for which the Customer is responsible.
- Heise’s obligation to store the advertising material ends three months after its last distribution.
- Heise is not obligated to distribute the advertising material in the event of improper, in particular incomplete, faulty or unsuitable delivery of the advertising material or in the event of late delivery of the advertising material. If recognisably unsuitable or damaged originals are delivered in time, Heise will request a replacement.
- Heise is entitled, but not obliged, to edit the templates provided by the Customer to the extent that this is necessary or advisable for the placement of the advertising material on Heise media.
- If an advertising medium is rejected pursuant to § 7, the Customer is entitled in this case to provide Heise with a modified version of the advertising medium to be placed and/or the target URL to which the link is to be made. The additional costs incurred in this respect may be charged to the Customer after Heise has provided proof thereof. If this replacement or the new address is not received by Heise in time for compliance with the originally agreed insertion date, Heise retains the right to the agreed compensation even if the insertion of the advertising material does not take place.
- Heise is entitled to temporarily suspend the placement of an advertising medium if there is sufficient suspicion of illegal content on the website to which the hyperlink associated with the advertisement refers. Heise will inform the Customer of the blocking, who must immediately remove the allegedly illegal contents or explain and, if necessary, prove their legality. Heise may offer the Customer to replace the advertising material with an alternative advertising medium and/or a hyperlink to another website. The additional costs incurred in this respect may be charged to the Customer after Heise has provided proof thereof. The block is to be lifted as soon as the suspicion is invalidated.
- Heise has the right to completely withdraw an already published advertising medium if the Customer subsequently makes changes to the contents of the advertising medium that have not been agreed upon, changes the URL of the link or if the contents of the linked website are changed significantly. In this case, the Customer shall not be entitled to a free replacement, whereby Heise retains its agreed claim to remuneration.
- Heise expressly reserves the right to reject such advertising in connection with the use of value-added service numbers, in particular for so-called “dialers” using 0190 or 0900 numbers.
- Unless otherwise agreed upon, Heise is responsible for keeping the number of times the advertising material is accessed available for the Customer to retrieve within ten working days after execution of the order.
§ 6.2 Failure or postponement
- If the execution of an advertising order is cancelled for editorial or technical reasons, due to force majeure, strike, legal regulations or other reasons, the execution of the advertising order will be either brought forward or made up for as far as possible. Unless the postponement is not insignificant, the Customer will be informed about it. The information is provided before the changeover, provided that this is possible in terms of time. Under the same conditions, the Customer will be informed if the advertising order is embedded in a different environment than that intended. If the Customer does not object in writing to the postponement of the execution of the advertising order or the embedding in another environment within a period of five working days after being informed accordingly, this shall be deemed to be the Customer’s consent.
- In the event that the advertising order can neither be brought forward nor made up for, or in the event that the Customer objects to the proposed bringing forward, making up for or embedding in another environment, the Customer shall be entitled to a refund of the payments made up to that point in time, insofar as they have not already been used up. Further claims of the Customer are excluded.
§ 6.3 Postponement, cancellation
- The postponement of an agreed insertion date free of charge is only possible up to ten working days before the initially agreed insertion date at the latest and is subject to the availability of capacities and the consent of Heise. Thereafter the full order value is due for the postponement. The Customer is at liberty to prove that no damage or less damage has been incurred.
- A cancellation of the order free of charge is generally only possible up to ten working days before the agreed publication of the advertising material. The cancellation must be made in writing. Cancellation by telephone or verbally is not possible. In case of cancellation after the deadline, the full order value is due. The Customer is at liberty to prove that no damage or less damage has been incurred.
§ 6.4 Notification of defects
- In the case of mutual commercial transactions, the Customer must check the advertising medium immediately after the first placement and notify any defects immediately. In the case of such commercial transactions, the period for lodging a complaint begins, in the case of obvious defects, with the insertion of the advertising material, 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 be approved. In this case, the Customer shall bear the costs for any subsequent changes requested by him.
§ 6.5 Warranty of Heise
- Heise guarantees the best possible reproduction of the advertising material in accordance with the usual technical standard within the scope of the foreseeable requirements.
- The warranty does not apply to insignificant defects. An insignificant error in the presentation of the advertising media is particularly present if the impairment is caused by the use of unsuitable presentation software and/or hardware (e.g. browser) or by disruption of the communication networks of other operators or by computer failure at third parties (e.g. other providers or online services) or by incomplete and/or non-updated offers on so-called proxies (intermediate storage) of commercial and non-commercial providers and online services or by a failure of the ad servers or the servers of the respective content management system used, which does not last longer than 24 hours (continuous or added) within 30 days after the start of the contractually agreed placement.
- The Customer is aware that the servers or the ad server used by Heise may also fail in the course of proper business operations. In the event of a failure of the ad server for a considerable period of time within the framework of a time-bound fixed booking, the Customer’s payment obligation for the period of the failure is cancelled. Further claims are excluded.
- If the reproduction quality of the advertising material is insufficient, the Customer shall be entitled to a faultless replacement advertisement, but only to the extent that the purpose of the advertising material has been impaired. If Heise allows a reasonable period of time set for this purpose to expire or if replacement advertising is impossible, the Customer has the right to a reduction in payment or to cancel the order.
- Warranty claims are not transferable and become statute-barred after one year for entrepreneurs, in deviation from the legal regulations.
- Heise does not assume any further guarantees.
§ 7 Power of refusal
Heise reserves the right to reject or block advertising materials and, in the case of online and app ads, also individual call-ups within the scope of a contract, if
- whose content violates laws or official regulations,
- whose content has been objected to by the German Advertising Council in a complaint procedure, or
- whose publication is unreasonable for Heise due to the content, design, origin or technical form.
The client will be informed immediately if an advertising medium is rejected.
§ 8 Illegal advertising media
- In addition to the cases mentioned in § 7, in particular advertisements with the following listed contents are not permitted:
illegal content, content harmful to minors, tobacco advertising, gambling advertisements, unfair advertising, misleading advertising, comparative advertising, racist content, politically or religiously extremist content, pornographic content, sexist content, content glorifying violence, disclosure of private or confidential content, distribution of spam, exploitation of security loopholes, distribution of malware (malware, riskware, Trojans, viruses, etc.)
- No advertisement may be published that refers or links to the aforementioned contents. Furthermore, no advertisement may be delivered that massively slows down or prevents the presentation of the editorial content and thus leads to a negative user experience.
- Advertising for remedies, medicines and alcohol is not prohibited in principle, but only after prior examination of individual cases and written approval.
- Advertising for speculative financial products that trade in food (e.g. drinking water) or raw materials (e.g. palm oil) is only desired if the advertised product has been classified as safe by an independent institution.
§ 9 Payment processing
Invoices are to be paid within the period of time shown in the price list, unless a different payment period or advance payment has been agreed in writing in individual cases. Any discounts for early payment are granted according to the price list. In the case of online and app advertising, billing is based exclusively on the values determined by the Heise ad server.
§ 10 Default of payment
In the event of default or deferment of payment, the usual bank interest and collection costs will be charged. In the event of default in payment, Heise may defer the further execution of the current order until payment has been made and demand advance payment for the remaining placement of the advertising material. In the event of justified doubts regarding the solvency of the Customer, Heise is entitled, even during the term of an advertising order, to make the appearance of further advertising media dependent on the advance payment of the amount and on the settlement of outstanding invoice amounts, regardless of any originally agreed payment term.
§ 11 Settlement period
Unless a period of time has been individually agreed between the parties, advertising material is to be called up for publication within one year of the conclusion of the contract. If a contract grants the Customer the right to retrieve individual advertising media, the order must be processed within one year of the conclusion of the contract, unless otherwise agreed between the parties.
§ 12 Discount
- If an order cannot be fulfilled for circumstances for which Heise is not responsible, the Customer must, without prejudice to any further legal obligations, reimburse Heise for the difference between the discount granted and the discount corresponding to the actual acceptance.
- Unless otherwise agreed, the Customer is entitled to a discount corresponding to his actual purchase of advertising media within one year if he has concluded a contract at the beginning of the period which entitles him to a discount from the outset on the basis of the price list. Entitlement to the discount expires if it is not claimed within three months of the expiry of the one-year period.
§ 13 Price list and price changes
- The price list (rate card) of the respective advertising medium published at the time the order is placed shall apply. We reserve the right to change tariffs in individual cases.
- Price changes for advertising orders placed are effective vis-à-vis entrepreneurs if they are announced by the Publisher at least one month before publication of the advertisement or other advertising medium. In the event of a price increase, the client has the right to withdraw from the contract. The right of withdrawal must be exercised within 14 days in text form after receipt of the notification of the price increase.
- Discounts are determined according to the price list valid at the time. The advertising brokers and advertising agencies are obligated to adhere to the Heise price list in their offers, contracts and invoices with the advertisers.
§ 14 Group discount
If joint discounts are claimed for group-affiliated companies, written proof of the advertiser’s Group status is required. Affiliated companies within the meaning of this provision are companies between which there is a capital participation of at least 50 percent. The Group status must be proven in the case of corporations by confirmation of an auditor or by submission of the last annual report, in the case of partnerships by submission of an extract from the commercial register. Proof must be provided before claiming the Group discount. Later proof cannot be recognised retroactively. Group discounts require the express written confirmation of the publisher in any case. Group rebates are only granted for the duration of membership of the Group. The termination of membership in the Group must be reported immediately; the Group discount also ends with the termination of membership in the Group.
§ 15 Guarantee of rights
- The client guarantees and assures that he owns all rights necessary for the placement of an advertising medium. Within the scope of the advertising order, the Customer shall indemnify Heise from all claims of third parties which may arise due to the violation of statutory provisions.
- Furthermore, the publishing house is released from the costs of the necessary legal defence. The client is obliged to support the publisher in good faith with information and documents in the legal defence against third parties.
- The Customer assigns to Heise all copyright usage rights, ancillary copyrights and other rights required for the execution of the contract. The aforementioned rights are transferred in all cases without any geographical limitation. Heise is entitled, insofar as this is necessary for the agreed advertisement placement, to grant sublicenses for the rights granted and to transfer the rights granted to third parties.
- The Customer guarantees to comply with the legal regulations and limits when designing the advertising media.
§ 16 Liability
- Claims for damages against Heise are excluded regardless of the type of breach of duty, including tort, unless the breach was caused intentionally or by gross negligence. Claims for loss of profit, saved expenses, from claims for damages by third parties and other indirect consequential damages cannot be demanded.
- In the event of a breach of material contractual obligations, Heise is liable for any negligence up to the amount of the foreseeable damage, but not exceeding the price of the advertising material.
- With regard to merchants, liability for gross and slight negligence, with regard to vicarious agents who are not legal representatives or executive employees, also for intent, is in any case limited to the usual and typical damage foreseeable in such cases and not controllable by the Customer.
- In the event of claims under the Product Liability Act and in the event of injury to life, body or health, Heise shall be liable in accordance with the statutory provisions. Complaints must – except in the case of non-obvious defects – be made within four weeks of receipt of invoice and receipt. Complaints in the case of non-obvious defects must be made within one year of the start of the statutory limitation period.
- All claims against Heise arising from a contractual breach of duty are subject to a limitation period of one year from the statutory commencement of the limitation period, unless they are based on intentional conduct.
§ 17 Termination
- Cancellations of advertising orders must be made in writing or in text form (e.g. e-mail).
- Both parties reserve the right of extraordinary termination. Heise is entitled to extraordinary termination in particular if the Customer has not fulfilled its payment obligations despite two reminders, if the Customer has already changed the advertising material or the target URL arbitrarily in the past when placing online advertising, if the Customer continues to violate essential provisions of these GTC despite a warning, or if the Customer commits misconduct directed against third parties by using Heise’s offer for illegal purposes or for purposes that are annoying for third parties.
- In the event of extraordinary termination, Heise may discontinue the placement of the ad media with immediate effect. In the event of an extraordinary termination on the part of Heise, the Customer must, without prejudice to any further legal obligations, reimburse Heise for the difference between the discount granted and the discount calculated after the termination in relation to the actual insertion of the advertising medium(s).
§ 18 Data protection
§ 19 Place of jurisdiction and applicable law
- Place of performance is Hanover
- In business transactions with merchants, legal persons under public law or special funds under public law, the place of jurisdiction for legal actions is Hanover. To the extent that claims by Heise are not asserted in dunning proceedings, the place of jurisdiction for non-traders shall be determined by their place of residence. All legal relationships arising from this contract are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
- If the domicile or usual place of residence of the Customer is unknown at the time of the commencement of legal action 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, Hanover is agreed as the place of jurisdiction.
§ 20 Final provisions
- All information, consents, notifications or requests for these terms and conditions as well as changes or amendments to these terms and conditions must be made in writing. Sending by e-mail corresponds to the written form. In the case of dispatch by fax or e-mail, the date of receipt by the other partner is decisive.
- Amendments and supplements to these General Terms and Conditions, including amendments to this clause, must be made in writing to be legally effective.
- In case of conflict, the provisions in these GTCs shall take precedence over the provisions in the price tables, discount scales, targeting criteria and discount.
- A possible invalidity of a provision of this contract does not affect the validity of the remaining provisions of this agreement. Invalid provisions shall be replaced by provisions which come closest to the intended meaning of the invalid provision. The same applies if any gaps occur that may need to be filled.