General Terms and Conditions Website, Software and Hardware
I. General Terms and Conditions of FRAMEN GmbH for the Use of the Framen Platform for uploaded a third party Content
(Status: October 2021)
1.1. The following General Terms and Conditions (hereinafter referred to as "T&C") govern the relationship between FRAMEN GmbH (hereinafter referred to as "FRAMEN") and the registered user, who can upload and play their content and content from third parties provided by Framen via their connected screens on the Framen platform free of charge. The User may access, print, download, or save these T&C at any time at https://framen.com/terms.
1.2. The offers of FRAMEN are exclusively directed to companies in the sense of § 14 BGB (German Civil Code).
2.1. "Screen" as used in these T&C means a User's digital display panel connected to the Framen Platform.
2.2. The "Framen Platform" is a network accessible via the websites https://framen.com, https://framen.io, https://framen.tv, their subdomains on the Internet and/or via the mobile applications of the FRAMEN Photo App and FRAMEN Play App in the Google Play and Apple AppStore and/or digital signage via TV-Stick or APIs. The purpose of the Framen platform is to create, upload, and playout its own content for connected screens or to share it with other users. If the user does not have suitable software or TV sticks from FRAMEN installed on his screens, the use of the Framen platform is only possible to a very limited extent.
§3 Use of the FRAMEN platform
3.1. The use of the FRAMEN Platform Tools requires the User to register with FRAMEN and to set up a user account for the FRAMEN Platform Tools. The user is obliged to provide the data collected during registration truthfully and completely. In the event of a subsequent change in the data collected, the User shall update the relevant information without undue delay or - if this is not possible notify FRAMEN of the changes without undue delay.
3.2. By sending the online registration form to FRAMEN, the User is immediately redirected to the homepage of the Framen platform. Enabling access to the FRAMEN platform is equivalent to an express declaration of acceptance.
3.3. The User's access to the FRAMEN platform is only possible with the aid of the User's e-mail address and an individual password (hereinafter "Access Data"). The User shall keep the Access Data secret and protect it from access by unauthorized third parties. If the User loses the Access Data or if the User discovers or suspects that his Access Data is being used by a third party, he shall notify FRAMEN thereof without undue delay.
3.4. The FRAMEN platform enables the independent uploading of content, such as photos or videos, and playing it out on the user's screens.
§4 Rights of use
4.1. The user grants Framen a simple right of use to the content uploaded by him/her, limited in time to the duration of the contract, to fulfill the contract.
4.2. Furthermore, Framen grants the User a simple right of use, limited in time to the term of the contract, to the third-party content made available on the Framen platform by Framen to be able to play it on the screens of the Users.
§5 Obligations of the user
5.1. The user is responsible for ensuring that the content he or she makes available is designed in such a way that it does not violate any legal provisions and, in particular, complies with all applicable regulations relating to the protection of minors, the press, competition, data protection, criminal law, and media service law.
5.2. In the event of a breach of clause 5.1, the User shall indemnify FRAMEN upon first demand against all costs incurred by FRAMEN in connection therewith, including costs of legal defense incurred by FRAMEN. FRAMEN is not obliged to check the contents before uploading them to the Framen Platform.
5.3. Prior to the digital transmission of content, the user must ensure that the transmitted files are free of computer viruses. In particular, he is obliged to use commercially available protection programs for this purpose, which must be up-to-date in each case. If FRAMEN discovers sources of damage of the aforementioned kind on a transmitted file, FRAMEN shall no longer make use of this file and shall delete it, insofar as this is necessary for the prevention or limitation of damage, without the User being able to assert claims for damages in this connection. FRAMEN reserves the right to claim damages from the Client if FRAMEN has suffered damages as a result of such sources of damage infiltrated by the Client.
6.1. FRAMEN shall be liable for all damages suffered by the User, whether in contract or tort, in accordance with the following provisions:
a) In the case of gross negligence, the liability towards entrepreneurs shall be limited to the compensation of the typically foreseeable damage; this limitation shall not apply if the damage was caused by legal representatives or executive employees of FRAMEN.
b) In the event of simple negligence FRAMEN shall only be liable if an essential contractual obligation has been breached, a guarantee has been assumed or fraudulent misrepresentation has been made. Material contractual obligations are obligations the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Client relies on and may rely upon. In such cases, liability is limited to the typically foreseeable damage. In the event of liability only for the typically foreseeable damage, there shall be no liability for indirect damage, consequential damage, or loss of profit.
6.2. All claims against FRAMEN arising from a breach of contractual duty shall become statute-barred one year after the statutory commencement of the limitation period unless they are based on intentional or grossly negligent conduct.
6.3. In the case of claims under the Product Liability Act and the case of injury to life, body, or health, FRAMEN shall be liable without limitation in accordance with the statutory provisions.
7.1. The free user agreement may be terminated by either party at any time without giving reasons. Termination shall be deemed to have occurred in particular if the User requests the deletion of his account or his user profile from Framen. In the event of termination, the User's registration and user profile shall expire. In this case, access to the Framen platform and its uploaded content is no longer possible.
7.2. The right to extraordinary termination for good cause remains unaffected.
§8 Data protection
The User is responsible under data protection law for the processing of personal data within the scope of content provided by him pursuant to Art. 4 No. 7 DSGVO. FRAMEN processes this personal data on behalf of and according to the instructions of the User in accordance with the order processing agreement (cf. Annex1).
9.1. Amendments and supplements to a concluded contract as well as deviations from these T&C must be made in text form. In the case of amendments and supplements to the contract, this also applies to the cancellation of the text form clause.
9.2. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
9.3. If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all claims arising from the User Agreement shall be Berlin-Mitte. FRAMEN may, however, also sue the User at its general place of jurisdiction.
9.4 The terms of the GTC are a translation of the GTS in the German language and are for reference purposes only. In case of inconsistencies between the German text of these GTC and the English text version of the GTC, the German version prevails.
Annex 1 Order processing agreement (AVV)
§1 Subject matter of the agreement
1.1 FRAMEN processes personal data on behalf of the Customer according to the Customer's instructions in accordance with the following provisions.
1.2 The purpose and scope of the commissioned processing are specified in sections 1 and 2 of the T&C.
1.3 The type of data processed depends on what personal data is specifically uploaded by users on the FRAMEN platform. As a rule, this involves photos, videos, and links. In particular, account or access data are processed to enable access to the FRAMEN platform.
1.4 The duration of the commissioned processing corresponds to the duration of the use of the FRAMEN platform.
§2 General obligations of the user
2.1 Pursuant to Art. 4 No. 7 DSGVO, the User is the person responsible for the personal data processed in the context of his use of the FRAMEN platform.
2.2 The user shall inform FRAMEN immediately and in full if he discovers errors or irregularities with regard to data protection regulations when checking the results of the order.
§3 General obligations of FRAMEN GMBH
3.1 FRAMEN may process the data only within the framework of documented instructions in accordance with sections 1 and 2 of the T&C and these T&C.
3.2 If FRAMEN is of the opinion that a violation of the protection of personal data has occurred or that an instruction given by the User violates a law or other regulations on data protection, FRAMEN shall notify the User thereof. 3.3 FRAMEN shall provide the User with the information necessary for the register of processing activities pursuant to Article 30 (1) of the GDPR.
3.4 FRAMEN has appointed a data protection officer who can be reached at the following contact details: Tel.: +49 (30) 767 752 60 E-mail: firstname.lastname@example.org.
3.5 All persons who have access to the User's personal data in accordance with the order shall be bound to confidentiality pursuant to Art. 28 (3) b) DSGVO and shall be instructed on the special data protection obligations resulting from this order as well as on the existing obligation to follow instructions or to use the data for a specific purpose.
§4 Support obligations of FRAMEN GMBH
4.1 FRAMEN guarantees the protection of the rights of data subjects and supports the user to the necessary extent in responding to requests for the exercise of data subject rights in accordance with Art. 12 - 23 DSGVO.
4.2 FRAMEN shall support the User in carrying out data protection impact assessments in accordance with Article 35 of the GDPR and the resulting consultation with the supervisory authority in accordance with Article 36 of the GDPR to the extent necessary.
4.3 FRAMEN shall support the User with regard to ensuring the reporting and notification obligations in the event of data protection breaches within the meaning of Articles 33 and 34 of the GDPR.
§5 Information obligations of FRAMEN GMBH
5.1 FRAMEN shall inform the User without undue delay in writing of any disruption of operations, suspected data breaches pursuant to Art. 4 No. 12 DSGVO in connection with data processing, or other irregularities in the processing of data.
5.2 FRAMEN shall, in consultation with the User, take reasonable measures to safeguard the data and to mitigate any adverse consequences for data subjects, to the extent that the data breach was under its responsibility.
5.3 In the event of investigations by the data protection authorities at FRAMEN, the User shall be informed without undue delay, insofar as such investigations concern the subject matter of the contract.
5.4 If FRAMEN intends to process data of the User, including transfer to a third country or an international organization, without having been instructed to do so by the User, e.g. because it is required to do so by law, FRAMEN will inform the User without undue delay of the purpose, legal basis and data concerned, unless and to the extent that FRAMEN is prohibited by law from giving such notice.
§6 Security of processing
6.1 FRAMEN will implement the necessary security measures in accordance with Art. 32 DSGVO in order to ensure a level of protection appropriate to the risk and to safeguard the data against misuse and loss.
6.2 Alternative security measures are permitted, provided that the security level of the specified measures is not undercut. Significant changes shall be documented.
6.3 The User shall be notified immediately of any material changes. If the measures are changed in such a way that, in the opinion of the User, FRAMEN cannot guarantee an equivalent or higher level of protection of the data, the User shall be entitled to terminate the contract without notice after giving instructions to the contrary. The same shall apply in the event of failure to notify FRAMEN of such changes.
§7 Reviews including inspections
FRAMEN shall provide the User with all the information necessary to prove the obligations laid down in this contract. User shall be entitled to convince itself of the compliance with the technical and organizational measures by suitable third parties bound to professional secrecy before the beginning and during the commissioned processing, after timely registration at the business premises during the usual business hours without disturbing the business operations.
§8 Other processors
8.1 FRAMEN may award contracts to further processors (sub-processors) if it informs the User in advance in writing (e-mail is sufficient) about the involvement or replacement of new sub-processors and the User does not object within 4 weeks.
8.2 FRAMEN shall impose the same data protection obligations on the sub-processors as set out in this Agreement so that the processing complies with the requirements of the GDPR. If the sub-processor fails to comply with its data protection obligations, FRAMEN shall be liable to the User for compliance with the obligations of that sub-processor pursuant to Article 28 (4) sentence 2 of the GDPR.
8.3 In the event of subcontracting, the User shall be granted review rights in accordance with this Agreement at the Subprocessor by incorporating this Agreement. In particular, the User shall have a statutory right of instruction vis-à-vis the subprocessor in accordance with Article 29 of the GDPR.
8.4 Services that are used by third parties as an ancillary service to support the execution of the order shall not be deemed to be sub-processors. This includes, for example, telecommunication services, maintenance and user service, cleaners, auditors, or the disposal of data carriers.
§9 Cancellation and return
FRAMEN will delete the data immediately after the use of the FRAMEN platform has ended.
II. General Terms and Conditions for Screen Marketing and
Content Delivery of FRAMEN GmbH.
1.1 Marketing Screen Provider grants FRAMEN the right, subject to the following General Terms and Conditions, to play on all Digital Out of Home (DOOH) screens ("Screens") connected by Screen Provider with previously agreed editorial licensed content and advertising content ("Content") from FRAMEN. The right of the Screen Provider to play out its own advertising remains unaffected. If during the term of the contract the Screen Provider connects further screens, FRAMEN shall have the right to extend the scope of this contract to these screens as well.
1.2 Content delivery The screens are connected to the FRAMEN server via an RSS feed/JSON feed or similar technologies in such a way that the content is only played by frames without being permanently stored temporarily by the screen operator, i.e. only within the scope of § 44 a UrhG.
1.3 Overarching obligations The Screen Provider is responsible for the operation of the Screens. The Screen Provider warrants that it is entitled to supply the Screens with Content as provided for in the Contract. In doing so, the Screen Provider will ensure that all legal and technical conditions are met so that FRAMEN can play out the Content on the Screens during the term of the Agreement in accordance with the provisions of this Agreement. The Screen Provider shall not represent itself as the provider of the Content and/or shall prohibit the owners of the connected Screens from representing themselves as the provider of the Content.
§2 Duties of FRAMEN
2.1.1. FRAMEN provides the Screen Provider with the FRAMEN software and hardware (TV-Stick) for the duration of the contract
2.2.1 FRAMEN has the exclusive right to market the content provided by FRAMEN. FRAMEN markets the advertising spaces and the advertising media displayed on them to third parties in its own name and for its own account and becomes the sole contractual partner of the advertiser or the agencies. FRAMEN shall be free in its pricing vis-à-vis the Advertiser or the Agencies and shall do so at its own discretion. Framen has the right to use up to 5% of the marketable inventory for FRAMEN's own advertising.
2.2.2 The delivery of the advertising material takes place via the FRAMEN Ad Server to the screens of the screen provider.
2.2.3 FRAMEN has the right to determine on which screens and which screen type the content and advertising will be played.
2.2.4 FRAMEN shall undertake the legal examination of advertising media of the inventory marketed by FRAMEN only with regard to gross or obvious violations of law and only insofar as technically possible. However, FRAMEN shall not be subject to any further duty of examination.
2.2.5 For the orders marketed by FRAMEN, FRAMEN shall take over the billing with the advertising customers/agencies, the collection services, debt collection, reminders, and other services related to the invoicing. The risk of bad debts is borne by the Screen Provider. When selecting the advertising customers, in particular with regard to their creditworthiness, FRAMEN shall exercise the due care of a prudent businessman.
2.2.6 The parties are aware that marketing is highly dependent on market conditions and the advertising environment and that specific marketing success cannot be predicted. FRAMEN will carry out the marketing with the diligence of a proper service provider.
2.3.1. After the connection to the FRAMEN platform, FRAMEN is authorized to insert editorial content in order to create added value for the marketing of the screens. These insertions are marked by a logo (for example WELT logo) of the content license holder.
2.4. Service Level
2.4.1. FRAMEN shall provide telephone support for the applications during the contractual relationship from Monday to Friday from 9.00 a.m. to 5.00 p.m. (except on national holidays) and shall also accept fault reports during this time
In the event of a fault report, support includes fault identification and elimination with regard to the applications. During the work, FRAMEN is entitled to put the software equipment out of operation.
FRAMEN shall provide the services only within the scope of the technical and operational possibilities of broadband remote access for remote support.
In the case of support, FRAMEN connects to the account and/or to the screen provider's player and performs troubleshooting and diagnostics via broadband remote access.
§3 Contractual obligations of the screen provider
3.1. Installation and maintenance of the screens
3.1.1. Screen Provider is responsible for setting up the FRAMEN software or hardware and operating the screens. In this regard, FRAMEN can support the setup on weekdays (Monday to Friday) from 9:00 to 16:00. A prerequisite is the installation of the FRAMEN software or the connection of the TV stick to the respective screen by the Screen Provider. In addition, the screen provider will connect the screens to the Internet and set up a user account on the FRAMEN website.
3.1.2. Screen Provider undertakes to keep all data on the individual screens and on the actual account in the FRAMEN user account up to date. If a screen is defective, it will be deactivated within 24 hours in the backend of Framen.
3.1.3 Screen Provider hereby agrees that it has all location and screen information as well as text/photo/video rights for the data deposited by Screen Provider in the backend and that it will also make such data available to Framen for the following purposes.
Creation of offers for advertising customers on the FRAMEN platform and thus for all users on the Internet
Proposal preparation for advertising clients in SSPs and DSPs as well as to marketing third parties
documents for the marketing and sales of FRAMEN
3.1.4. Screen Provider supports the marketing of the Screens by providing photos and videos of its Screens with the respective Content upon request by Framen
3.2. Platform & Screens
3.2.1. Screen Provider will not market the content provided by FRAMEN itself. Screen Provider will not represent itself directly or indirectly as the provider of the Content made available by FRAMEN under this Agreement. Any communication by Screen Provider regarding the Content provided by FRAMEN requires the prior written consent of FRAMEN.
3.2.2. The Screen Provider ensures that all Screens connected via the Platform are accessible and thus visible in public and semi-public places and that no fees are charged to consumers for the content of the Screens.
3.2.3. The Screen Provider undertakes to ensure that if an ad request for advertising is sent to the FRAMEN ad server before and/or after the content from its connected platform and a corresponding advertising medium is available, this advertising medium actually appears on the screen.
3.2.4. For better marketing, the screen provider transmits all market research documents (e.g. DMI Digital Media Institute GmbH) to the screens to enable optimal marketing for FRAMEN
3.2.5. The Screen Provider is aware that advertisers and content suppliers provide Brand Safety specifications. The Screen Provider will support FRAMEN in complying with these specifications. FRAMEN will inform the Screen Provider about the respective Brand Safety specifications (including changes) of the advertising partners and content suppliers to be complied with. In case of non-compliance with the Brand Safety requirements, FRAMEN reserves the right to exclude Screens from the supply of content.
3.2.6. The Screen Provider shall ensure that the Screens are not located in places that are likely to damage the reputation of FRAMEN, its advertising partners or content suppliers, as well as that no illegal material is published on the Screens outside the content supplied by FRAMEN and that the Screens do not contain any content which are considered pornographic in the sense of § 184 StGB or can be classified as content within the meaning of the Interstate Treaty on the Protection of Minors in the Media,
which incite racial hatred in the sense of §§ 86, 131 StGB, glorify or trivialize violence, glorify war,
for a terrorist organization,
incite to commit a crime,
contain defamatory statements or
contain any other illegal content or infringe the rights of third parties.
3.2.7. Upon termination of the contractual relationship, the Screen Provider undertakes to remove all tags, links, and APIs of FRAMEN on its platform or to send the hardware to Framen. If the Screen Provider fails to remove or send the software, FRAMEN shall be entitled to charge the Screen Provider for the costs incurred by FRAMEN as a result.
3.2.8. The Screen Provider undertakes to undertake in good faith the further acts of cooperation required for successful marketing and securing of the content. Both parties are aware that the technical, legal, and commercial requirements for successful marketing by publishers move in an extremely dynamic market environment, which is why it is not possible to specify these cooperative actions in detail for the entire term of the contract. FRAMEN will formulate any new technical, legal, and commercial measures and discuss them with the Screen Provider in a timely manner. Specifications for the publication of content are to be complied with by the Screen Provider at all times.
3.3.1. The Screen Provider guarantees that in the event of the playout of content relevant under licensing law, the screens connected via the platform will be located exclusively at the communicated locations.
3.3.2. The Screen Provider will not modify or block in whole or in part the content that FRAMEN plays out via the connected screens.
3.3.3. The screen provider ensures that new content is imported and distributed to the relevant screen operators within 10 minutes. Refreshing of content must also be carried out within 10 minutes. The Screen Provider is not liable for external factors such as WiFi fluctuations.
3.3.4. The Screen Provider will not make copies of the Content. The Screen Provider will ensure that Screen Operators cannot download and reproduce Content.
3.4. Service Level The Screen Provider guarantees technical support on working days 8-20 hrs; in the event of massive outages, the Screen Provider will also take necessary measures outside these hours. The Screen Provider shall inform FRAMEN immediately of (partial) failures of the platform or screen networks.
4.1. No later than the 20th working day of the following month, FRAMEN shall issue and send to the Screen Provider a credit note for the preceding month in the amount of the payment claim resulting from clause 4.1. The credit note is payable within 60 days. In any event, the Screen Provider will not receive any information, direct or indirect, that would enable the Screen Provider to conclude the prices obtained by FRAMEN.
4.2. A payout will be initiated only from a sum of at least 25.00 euros.
4.3. Payments will be determined solely based on FRAMEN. Screen Providers acknowledge and agree that Screen Providers are only eligible to receive payments for which FRAMEN has been paid; if for any reason FRAMEN does not receive payment from or returns payment to an Advertiser, Screen Providers are not eligible to be paid for services associated with the use. In addition, if an Advertising Provider whose Advertising is displayed on a Screen fails to make payment to FRAMEN on time or at all, we may withhold payment or chargeback your account.
4.4. FRAMEN shall have the right to withhold or adjust any payments due to Screen Provider to exclude any amounts due to FRAMEN's determination of invalid activity. Invalid Activities include, but are not limited to, (i) false claims or mismatched data filed on FRAMEN's backend (ii) spam, invalid impressions, invalid queries, invalid conversions or other invalid events on Ads generated by a person, bot, automated program or similar device, including impressions, queries, conversions or other events originating from your IP address or from computers under your control; (ii) impressions, requests, conversions or other events motivated by monetary payments, misrepresentations or prompts to end users to click on ads or take other actions (iii) ads that are delivered to end users but manipulate ad placement or measurement;(iv) impressions, requests, conversions or other events that occur on a Customer Property that a user could not have reached(v) any impressions, requests, conversions or other events that occur on a Customer Property that is associated with another FRAMEN account you use; and (vi) impressions, requests, conversions or other events that are associated with a significant amount of the invalid activities described above or with invalid activities, In the event FRAMEN discovers invalid activity prior to or after payment is initiated for the activity, FRAMEN reserves the right to debit the Screen Provider Account and adjust future payments accordingly for any invalid impressions, requests, conversions or other events, including any impressions, requests, conversions or other events that do not comply with this Policy.
4.5. All amounts payable under this Agreement are exclusive of value-added tax.
5.1. The contract may be terminated by either party with three months' notice to the end of a calendar year.
5.2. The right to terminate for good cause remains unaffected. An important reason exists in particular if one of the parties violates an essential contractual obligation despite a written warning. An important reason for FRAMEN exists in particular,
if Screen Provider discontinues significant lines of business relevant to the business relationship;
if Screen Provider discontinues its services under this Agreement and/or is/becomes permanently insolvent;
if insolvency proceedings have been filed against Screen Provider's assets, or if the opening of such proceedings has been rejected for lack of assets;
if other circumstances arise that give rise to lasting doubts about Screen Provider's future performance.
5.3. In the event of termination, only the services rendered in accordance with the contract shall be remunerated.
5.4. Any termination must be in writing.
The liability of the parties shall only exist in the event of culpable breach of essential contractual obligations (cardinal obligations). In the event of a slightly negligent breach of an essential contractual primary obligation, liability shall be limited to the typically foreseeable damage, the occurrence of which the parties had to expect at the time of the conclusion of the contract based on the circumstances known to it at that time. The parties shall not be liable for lack of economic success, loss of profit, indirect damages, consequential damages, and claims of third parties. The above limitations of liability shall also apply mutatis mutandis in favor of the employees, agents, and vicarious agents of the parties. In addition, the parties shall be liable in accordance with the statutory provisions for damages under the Product Liability Act, for injury to life, limb, or health, or if the damage was caused by gross negligence or intent on the part of the respective party or its vicarious agents.
§7 Data Protection
The parties clarify that in the context of the contractual marketing of the DOOH inventory, no information is processed that relates to an identified or identifiable natural person within the meaning of Art. 4 No. 1 DSGVO
8.1. The parties undertake to treat as confidential all information that becomes known to the respective other party or the persons entrusted by it in connection with this contract and which is not in the public domain (confidential information). This applies in particular to all information about internal matters, i.e. also business and operational processes of the respective party. Confidential information may also be information that becomes known during an oral presentation or discussion. Confidential information may only be used for the purpose of implementing the contract. Any other use of the knowledge gained is irrevocably waived. The obligation of confidentiality shall apply irrespective of whether the information concerned is expressly marked as confidential or not.
8.2. Both parties agree to treat the information received with the same care as their own internal company information and to provide or make it accessible only to the necessary employees and no third parties, with the exception of employees of affiliated companies (§§ 15 et seq. AktG) or consultants who are bound to professional secrecy and whose involvement is actually necessary for the realization of the purposes of this agreement. The Parties shall ensure that the affiliated companies (§§ 15 et seq. AktG) to which a Party (disclosing Party) discloses confidential documents and information are in turn also bound to confidentiality as the Parties under this Agreement.
8.3. The obligation to maintain secrecy shall not apply insofar as the information and documents:
were already known beforehand without any obligation of secrecy,
are or become generally known without this being the responsibility of the disclosing party,
disclosing party by a third party without an obligation of confidentiality,
have been cleared in writing for publication by the other Party, and/or
are to be issued on the basis of statutory provisions, judicial or official orders, or decrees.
§9 Final provisions
9.1 Verbal subsidiary agreements have not been made. The written form shall apply to the conclusion of the contract. This is complied with if the contract has been signed by representatives of both parties or executed by simple electronic signature in accordance with the eIDAS Regulation ("written form"). The transmission of the signed document as a scan or pdf is sufficient.
9.2 Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by a provision that comes as close as legally possible to the intention of the parties. The same applies in the event of a loophole.
9.3 No corporate or quasi-corporate relationship is created between FRAMEN and the Screen Provider by this Agreement.
9.4. Changes to the general terms and conditions, service descriptions, and prices.
9.4.1 FRAMEN is entitled to change the General Terms and Conditions, the respective service descriptions, or the prices with a reasonable period of notice, provided that the change is reasonable for the Screen Provider, taking into account the interests of FRAMEN. The Screen Provider will be notified of the changes in writing.
9.4.2 If changes are made to the disadvantage of the Screen Provider, the Screen Provider shall have a special right of termination at the time the change takes effect. FRAMEN shall inform the Screen Provider of this special right of termination in the notice of the change and that the change will become effective if the Screen Provider does not make use of the special right of termination within the set period.
9.5. The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with this contract is Berlin.
9.6 The terms of the GTC are a translation of the GTS in the German language and are for reference purposes only. In case of inconsistencies between the German text of these GTC and the English text version of the GTC, the German version prevails.
III. General terms and conditions of FRAMEN GmbH for advertising on digital displays
(Status: October 2021)
1.1. The following General Terms and Conditions (hereinafter referred to as "GTC") shall govern the relationship between FRAMEN GmbH (hereinafter referred to as "FRAMEN") and client (hereinafter referred to as "Client") in connection with the placement and processing of advertising Advertising Orders for digital Screens marketed by FRAMEN unless otherwise agreed in text form. The Client may access, print, download, or save these GTC at any time at https://framen.com/terms. These GTC govern both the placing of advertising Advertising Orders by conventional by the use of the FRAMEN Ads Manager.
1.2. Terms and conditions of the Client which deviate from these GTCs shall not apply unless their validity has been expressly confirmed by FRAMEN.
1.3. The offers of FRAMEN are exclusively directed to companies in the sense of § 14 BGB (German Civil Code).
2.1. "Advertising Material" as used in these GTC means any content intended for promotional purposes, which may consist of, but is not limited to, one or more of the following: image and/or text and/or moving images.
2.2. "Advertising Order" within the meaning of these GTC is the offer of the Client for the placement and publication of one or more advertisements or other advertising media (hereinafter collectively referred to as "Advertising Media" or "Advertisement") of an advertiser (hereinafter collectively referred to as "Advertiser") on Screens to make them perceptible. The Client may be an agency or an advertiser directly.
2.3. "FRAMEN Ads Manager" within the meaning of these GTC is an online platform accessible via FRAMEN's website, on which the Client can manage digital Advertising Media, independently place Advertising Orders and retrieve and view reports on the progress of an advertising campaign ordered via the platform.
2.4. "FRAMEN Network" means the entirety of all Screens marketed by FRAMEN.
2.5. "Offer" within the meaning of these GTC is any offer by FRAMEN for the placement and publication of one or more Advertising Media on Screens in the FRAMEN Network to make them publicly perceptible. Unless expressly designated as a binding offer, offers by FRAMEN are subject to change, i.e. not binding, and are subject to the availability of the services offered.
2.6. "Screen" for these GTC means a digital display panel marketed by FRAMEN on which advertising and other content can be displayed and made perceptible to a large number of people.
2.7. "Self-booking" within the meaning of these GTC is the placing and administration of an Advertising Order via the FRAMEN Ads Manager, including the provision of the associated digital Advertising Media by the Client and the provision of the reports by FRAMEN.
§3 Conclusion of contract
3.1. By placing an Advertising Order, the Client makes an offer to FRAMEN to conclude a contract for the placement of Advertising Media on Screens in the FRAMEN Network. FRAMEN may accept the offer of a contract by an express declaration to the Client. The publication of the Advertising Media (in the case of several Advertising Media of the first Advertising Media) on the Screens marketed by FRAMEN shall be equivalent to an express declaration of acceptance. Upon acceptance of the offer, the contract between the Client and FRAMEN is concluded.
3.2. If FRAMEN has submitted a binding offer to the Client for the placement of Advertising Media, the contract shall be concluded in deviation therefrom by a declaration of acceptance by the Client in text form.
3.3. In an Advertising Order to place an Advertising Order, the Client may use the functions of the FRAMEN Ads Manager provided for this purpose. In this case, the special provisions pursuant to the clause apply.
§4 Use of the FRAMEN Ads Manager
4.1. The use of the FRAMEN Ads Manager requires a registration of the Client with FRAMEN and the creation of a user account for the FRAMEN Ads Manager. The Client is obliged to provide the data collected during registration truthfully and completely. In the event of a subsequent change in the data, the Client must update the relevant information without delay or - if this is not possible - notify FRAMEN of the changes without delay.
4.2. By sending the online registration form to FRAMEN, the Client makes an offer to FRAMEN to conclude a contract on the use of the FRAMEN Ads Manager. FRAMEN may accept the offer of a contract by an express declaration to the Client. The enabling of access to the FRAMEN Ads Manager is equivalent to an express declaration of acceptance. With the acceptance of the offer, a corresponding usage contract comes into effect as a framework contract between the Client and FRAMEN.
4.3. The access of the Client to the FRAMEN Ads Manager is only possible with the help of the email address of the Client and an individual password (hereinafter "Access Data"). The Client must keep the Access Data secret and protect it from access by unauthorized third parties. If the Client has lost the Access Data or if the Client discovers or suspects that its Access Data is being used by a third party, it informs FRAMEN immediately.
4.4. The FRAMEN Ads Manager enables to independently set up an advertising campaign related to the placement of Advertising Media on Screens, including specifications regarding budget, time schedule, and target group. By creating a corresponding advertising campaign in the FRAMEN Ads Manager, the Client makes an offer to FRAMEN to conclude a contract for the placement of Advertising Media on Screens with the parameters set up by the Client. FRAMEN may accept the contract Advertising Offer by means of an express declaration to the Client. The publication of the first Advertising Media on the Screens marketed by FRAMEN shall be equivalent to an express declaration of acceptance.
4.5. FRAMEN will start playing out the Advertising Material as soon as the advertising space is available on the Screens.
4.6. If the Client has configured an advertising campaign without an end date, FRAMEN will play the campaign until the Client ends the campaign in the FRAMEN Ads Manager itself. To do this, the Client must change the status of the campaign to "Off". A campaign terminated in this way can be reactivated later at any time by changing the status.
4.7. In the event of a termination or of a pause of an advertising campaign configured without an end date, it is possible that the Advertising Media of the Client will still be displayed up to 24 hours after termination has taken place. The advertising placements that take place during this period are to be paid for by the Client.
§5 Placing of Advertising Orders by agencies
5.1. If agencies place Advertising Orders, the contract shall be concluded between FRAMEN and the agency, subject to other agreements in text form. The agency shall be obliged to provide FRAMEN, upon request, with proof of trade via an excerpt from the commercial register, from which the mediation of advertising orders becomes evident, and with proof of mandate.
5.2. Advertising Orders from advertising and media agencies will only be accepted for advertisers precisely named. Advertising for the products or services of any advertiser other than the one specified in the booking shall, in any case, require the prior consent of FRAMEN in text form.
5.3. To the extent that the granting of agency commission is not excluded, an intermediary fee of 15 % on the invoice net, i.e. on the invoice total without VAT after deduction of any and all discounts, shall be remunerated for all Advertising Orders for the placement of Advertising Media placed via an advertising agency recognized by FRAMEN. No agency commission is granted for setup fees, technical costs, remuneration for creative services, or any targeting products.
5.4. When an Advertising Order is placed by an agency, FRAMEN reserves the right to also send any booking confirmations to the agency's client.
§6 Delivery of advertisements
6.1. If only a total advertising volume is stipulated in the Advertising Order, FRAMEN will carry out the placement and scheduling of the individual Advertising Media placements depending on the availability of advertising space on the Screens at its reasonable discretion, taking into account the recognizable interest of the Client. Unless expressly agreed otherwise, the Client has no right to demand that an advertising placement be made on very specific Screens or on all Screens of a possibly selected category of Screens.
6.2. If a Client books with FRAMEN the placement of Advertising Media on digital advertisements, which are not exclusively marketed by FRAMEN, or Advertising Media of third party screens, FRAMEN cannot give a binding commitment on the date of placement of Advertising Media and on a corresponding reporting. Any information on publication dates is therefore non-binding in each case and may be subject to change.
6.3. In the case of Advertising Orders placed via the FRAMEN Ads Manager, the scheduling of the playout of the Advertising Media depends on the availability of suitable advertising space on the Screens. The playout may therefore not be continuous.
6.4. Screen Operators have sovereignty of the Screens marketed by Framen. FRAMEN, therefore, reserves the right to shift the booked Advertising Material and to change the placement of the Advertising Material within the Screens. If Advertising Material is to be published only on certain dates or on certain areas on the Screens, an explicit contract with FRAMEN is required. A minor repositioning of the Advertising Media within the agreed environment is possible if the repositioning does not have a significant detrimental effect on the advertising effect of the Advertising Media. Advertising Orders with specific placement specifications for Advertising Media must be received by FRAMEN in good time so that the Client can still be informed prior to publication if the Advertising Order cannot be executed in the desired manner.
6.5. Advertising Media are delivered by FRAMEN as standard multiscreen (vertical and horizontal). FRAMEN is free to distribute the Advertising Material across the Screens. After consultation and corresponding adjustment of the Advertising Order, FRAMEN restricts the playout to certain Screens or distributes the playout according to the contract.
6.6. Competing advertisements are not excluded.
6.7. FRAMEN will place the Advertising Media - unless explicitly regulated differently in a special contractual agreement - on the Screens during the booked period and/or until the booked media performance has been achieved. FRAMEN will report to the Client on the number of ad impressions delivered during the campaign in a format specified by FRAMEN. Non-active Screens will not be included in the reporting. For long-term campaigns, actual billing will be done on a monthly basis. In the event of under-delivery, FRAMEN will - to the extent possible and appropriate - make a subsequent delivery of the contractually agreed ad impressions. The subsequent delivery shall take place – subject to any specific contractual agreement in text form - during or following the period agreed in the contract.
6.8. Unless expressly stated otherwise in text form, documentation of the playout of Advertising Media by means of photos, screenshots, videos, or in a similar manner is not part of FRAMEN's Advertising Offer. Unless expressly agreed otherwise in text form, the Client shall have no claim against FRAMEN for the creation and provision of such documentation.
6.9. For the counting of the billing-relevant metrics (e.g. ad impressions, spots), the number determined by the ad server of FRAMEN is decisive in each case. The Client is at liberty to prove that the actual number deviates from this. However, a deviation of no more than 10 % shall remain irrelevant in any case.
6.10. If in accordance with clause 6.9, the Client demonstrates a deviation of more than 10% between the actual figures and the figures determined by FRAMEN, the following regulation shall apply to the number of billing-relevant metrics that exceed the 10% deviation (hereinafter "Over-Deviation"):
The Client shall notify FRAMEN of the over deviation immediately and, as far as possible, during the campaign period by e-mail to email@example.com. The Parties shall jointly analyze the reason for the Over-Deviation and endeavor to remedy the cause thereof. To the extent that the cause is determined to be an error in FRAMEN's determination of the number of billing-related metrics, the result shall be deemed to be the numbers that would have been determined by FRAMEN in the absence of the determined error. If the cause of the Over-Deviation cannot be clearly determined, the over-deviation shall be split between the Parties.
6.11. In the case of using the FRAMEN Ads Manager, the Client can view reports with the relevant key figures of its advertising campaigns in its user account.
§7 Obligations of the Client, labeling of Advertising Material, right of refusal
7.1. The Client is responsible for ensuring that the content provided by him, in particular his Advertising Material, as well as all websites, apps, or other content to which an Advertising Material of the Client refers, e.g. by means of QR codes or short links, are designed in such a way that they do not violate any applicable laws and regulations and, in particular, comply with all applicable youth protection, press, competition, data protection, criminal and media service regulations.
7.2. In the event of a breach of clause 7.1, the Client shall indemnify FRAMEN against all and every possible cost incurred by FRAMEN as a result, including the costs of legal defense of FRAMEN, upon the first request. FRAMEN shall not be obliged to check the Advertising Media prior to placement and publication of the Advertising Media.
7.3. FRAMEN reserves the right to reject Advertising Media, including without being limited to, if their content violates any applicable laws or regulations or if their content has been objected to by the German Advertising Council in a complaint procedure or if their publication violates the rights of third parties or the interests of FRAMEN or the Screen operators due to their content, design, origin or technical form. The rejection of an advertising medium shall be communicated to the Client without undue delay. FRAMEN reserves the right to object to Advertising Media whose appearance corresponds to an editorial design. Advertising Media which have an editorial design must be clearly distinguishable from the basic typeface of the respective Screen and must be marked with the word "Advertisement". Advertising Media that is not recognizable as an advertising publication due to their design will be marked as such by FRAMEN with the word "Advertisement".
7.4. Advertising Media containing advertising by or for third parties (joint advertising) require the prior consent of FRAMEN in text form in each individual case. The advertisers are to be named. FRAMEN reserves the right to levy a combination surcharge or a deviating discount.
7.5. If Advertising Media refers to websites, apps, or other content, e.g. by means of QR codes or short links, the Client must ensure that the content in question is available for the entire duration of the campaign in question.
7.6. If the Client has already been warned or will be warned because of the content of an Advertising Material or if the Client has given or will give a declaration to cease and desist, the Client is obliged to inform FRAMEN about this immediately. If the Client fails to comply with this obligation, FRAMEN shall not be liable for any damage incurred by the Client due to a repeated publication of the objected Advertising Material.
7.7. FRAMEN shall be entitled to interrupt the placement and publication of the booked Advertising Media if the Client has changed the content referred to by means of QR codes or Short Links and/or if there is a suspicion of an illegal Advertising Media and/or illegal content referred to and/or the infringement of third party rights and/or if the Client is in default with the payment of the agreed remuneration. This shall apply in particular in cases of assertion of claims of third parties against FRAMEN or the Client due to the placement and publication of the booked Advertising Media or in case of investigations by state authorities due to such contents. FRAMEN's claim to remuneration shall remain unaffected thereby.
§8 Provision of Advertising Material
8.1. It is incumbent on the Client to deliver or make available any Advertising Materials in due form, in particular in accordance with the format and the technical specifications of FRAMEN for the creation and transmission of Advertising Materials, including all content, information, data, files and other materials required for the Advertising Materials (hereinafter " Advertising Materials "), is a complete, error-free and virus-free manner, in good time, i.e., unless otherwise agreed, at the latest 5 working days before the planned publication, and to mark them sufficiently for use by FRAMEN. Unwanted publication results, which can be traced back to a deviation of the Client from the specifications and recommendations of FRAMEN, shall not lead to any claim for a price reduction. FRAMEN is not obliged to check the provided contents for completeness and correctness.
8.2. FRAMEN's costs for changes to the Advertising Materials requested by the Client or for which the Client is responsible shall be borne by the Client.
8.3. Prior to the digital transmission of Templates, the Client ensures that the transmitted files are free of computer viruses. The Client shall in particular be obliged to use commercially available protection programs for this purpose, which must be up-to-date in each case. If FRAMEN discovers sources of damage of the aforementioned kind on a transmitted file, FRAMEN will no longer make use of this file and will delete it, to the extent necessary for the prevention or limitation of damage. The client cannot assert claims for damages for such deletion. FRAMEN reserves the right to claim damages from the Client if FRAMEN has suffered damage as a result of such sources of damage infiltrated by the Client.
8.4. If Advertising Media are not delivered on time, incomplete, and/or not in accordance with the technical specifications, FRAMEN shall be entitled to fill the envisaged placements with another advertisement until proper provision has been made. The fulfillment of the contractual duties will then be made up for at FRAMEN's discretion. The Client is nevertheless obliged to pay the full placement price.
8.5. If an Advertising Order is not carried out or is carried out incorrectly because the Client has violated its obligations to cooperate, in particular, has not delivered Templates on time, has delivered incomplete and/or defective or incorrectly marked Templates, FRAMEN shall nevertheless be entitled to the agreed remuneration.
8.6. Independent of the delivery of the digital Advertising Media, an Advertising Order with motif identification is required in each case. The delivery of the Advertising Material alone does not constitute the placing of an Advertising Order.
8.7. The parties shall each appoint a responsible person for any necessary coordination.
8.8. When using the FRAMEN Ads Manager, the Advertising Material is transmitted exclusively via the upload functions of the tool provided for this purpose.
If the delivery of an Advertising Media does not take place as contractually owed, the Client shall be entitled to a reduction in payment or a flawless substitute placement, but only to the extent that the purpose of the publication was impaired. FRAMEN shall have the right to refuse a substitute insertion if (a) this would require an effort which, taking into account the content of the contractual relationship and the principles of good faith, would be grossly disproportionate to the Client's interest in performance, or (b) this would only be possible for FRAMEN at disproportionately high costs. If an unreasonable period of time elapses before FRAMEN replaces the publication or if the replacement publication is again not faultless, the Client shall be entitled to a reduction in payment or to cancel the Advertising Order. In case a defect is insignificant or if corrected Advertising Material has been published, the cancellation of the Advertising Order is excluded.
10.1. FRAMEN shall be liable for all damages suffered by the Client, whether arising from a breach of contractual obligations or tort, in accordance with the following provisions:
(a) In the case of gross negligence, the liability shall be limited to the compensation of the typically foreseeable damage; this limitation shall not apply if the damage was caused by legal representatives or executive employees of FRAMEN.
(b) In the event of simple negligence FRAMEN shall only be liable if an essential contractual obligation has been breached, a guarantee has been assumed or fraudulent misrepresentation has been made. Material contractual obligations are obligations the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Client relies on and may rely upon. In such cases, liability is limited to the typically foreseeable damage. In the event of liability only for the typically foreseeable damage, there shall be no liability for indirect damage, consequential damage, or loss of profit.
10.2. All claims against FRAMEN arising from a breach of contractual duty shall become statute-barred one year after the statutory commencement of the limitation period unless they are based on intentional or grossly negligent conduct.
10.3. In the case of claims under the product liability act and the case of injury to life, body, or health, FRAMEN shall be liable without limitation in accordance with the statutory provisions.
§11 Prices, billing
11.1. The agreed prices shall apply in each case. All price quotations are net plus value-added tax at the statutory rate.
11.2. FRAMEN is entitled to change the prices at any time with effect for the future. Price changes for advertising contracts shall be effective if they are announced by FRAMEN at least one month before the publication of the advertisement; in this case, the Client shall have a right of withdrawal. The right of withdrawal must be exercised in text form within 14 days after receipt of the notification of the price increase. The right of withdrawal does not apply to Advertising Orders that are processed in a continuing obligation. In this case, changes to the price list come into effect immediately, unless a different contract has been expressly made.
11.3. Invoicing shall take place every month in accordance with the performance of the service. Invoicing may also relate to parts of the Advertising Order. The final invoice shall be issued at the end of the complete performance of the service unless otherwise agreed in the individual case.
11.4. All invoices are due for payment net cash immediately upon receipt unless otherwise agreed in these GTC or text form in individual cases. A discount of 1 % of the invoice amount including VAT shall be granted in case of advance payment of the total invoice amount prior to the commencement of the performance of the service or in case of a direct debit authorization granted at the latest upon placing the Advertising Order and still in place at the payment date. FRAMEN reserves the right to demand advance payment prior to the first publication for justified reasons, such as the commencement of a new business relationship. If direct debiting has been agreed upon for the payment of the invoice, FRAMEN shall be obliged to inform the Client in advance of the amount and date of the debit. The pre-notification shall take place at the latest one working day before the account is debited.
11.5. The Client may only set off against claims of FRAMEN with an undisputed or legally established claim or a counterclaim in each case arising from the same contractual relationship. The Client shall only be entitled to exercise a right of retention if the counterclaim is undisputed or has been legally established and in each case is based on the same contractual relationship.
11.6. If the Client is in arrears with payment, FRAMEN may defer further execution of the advertising Advertising Order until payment has been made in full and demand advance payment for outstanding services.
11.7. In the event of justified doubts as to the Client's ability to pay, FRAMEN shall be entitled, even during the term of a contract, to make the further placement of the Advertising Media dependent on the advance payment of any amount and the settlement of outstanding invoice amounts, irrespective of any originally agreed term of payment.
11.8. The amounts invoiced to the Client may be subject to taxes and duties. The Client is responsible for bearing and paying any taxes due on its transactions. The Client shall indemnify FRAMEN against all claims arising from any failure to do so.
§12 Group discounts
12.1. If a joint discount applies to affiliated companies, proof of the group status of the advertiser is required in text form. Affiliated companies within the meaning of this provision are companies between which there is a participation in the company capital of at least 50 %. The group status is to 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 at the request of FRAMEN.
12.2. The group rebate must be claimed at the latest when the contract is concluded. A later assertion will not be recognized retroactively.
12.3. Group discounts outside the price list shall in any case require express confirmation by FRAMEN in text form. Group discounts are only granted for the duration of the affiliation to the group. The termination of the affiliation to the group must be notified immediately; with the termination of the affiliation to the group, the group discount ends.
§13 Granting of rights
13.1. The Client is responsible for ensuring that the Templates provided by it, in particular its Advertising Material, do not infringe the rights of third parties. In particular, the Client guarantees to be the owner of all rights of use and exploitation required for the placement and publication of the Advertising Material - as necessary for the performance of the contract - provided by the Client and to be entitled to make use of them. In the case of the creation of Advertising Material by FRAMEN, the Client furthermore declares to be the owner of all rights necessary for the creation of the Advertising Material. In this respect, the Client indemnifies FRAMEN from any and all claims of third parties on first demand. This also includes the costs of the legal defense of FRAMEN. The Client is obliged to support FRAMEN with any information and documents in the legal defense against third parties.
13.2. The Client grants to FRAMEN the non-exclusive copyrights, ancillary copyrights, trademark rights, and other rights necessary for the creation and publication of the Advertising Material on the Screens or, as the case may be, in other agreed media, in particular the right to duplicate, distribute, publicly reproduce and exhibit as well as the right to record in and retrieve from a database and the archive right, in terms of time and content to the extent necessary for the performance of the contract. FRAMEN shall also be granted the right to self-promote FRAMEN for an unlimited period of time, including the right to use Advertising Materials and the achieved KPIs of the respective campaign as a show or industry case and to reproduce, distribute and make Advertising Materials publicly available for this purpose. The aforementioned rights are transferred in all cases without any local restrictions and are freely transferable to third parties.
13.3. The granting of rights also includes the right to edit the Advertising Media, insofar as this is necessary for the agreed playout on the Screens and, if applicable, in other media, and to use the edited Advertising Media to the extent regulated in Section 2.
13.4. Any concepts on which FRAMEN's offers are based may be legally protected and must be treated confidentially by the Client. In particular, these concepts may neither be passed on to third parties in their original or modified form nor used by the Client for its own purposes outside the execution of the contract.
13.5. If a graphic file or in any other way the name, the logo, the company mark, the trademark, a working title, or any other business designation is used in connection with the Advertising Material, the Client shall grant FRAMEN the non-exclusive, non-transferable right to use the graphic file and/or the corresponding signs in the respective Advertising Material as foreseen in the e-contract.
13.6. Advertising motifs ("promotions") designed by FRAMEN for the Client may only be used for advertisements on the Screens booked for this purpose with FRAMEN. Further rights are not granted.
§14 Term and Termination
14.1. The contract ends with the expiry of the agreed contract period.
14.2. If the parties have not agreed on a specific term of the contract, the placement of the Advertising Media shall, in case of doubt, be called off by the Client within six months of the conclusion of the contract.
14.3. If the Client has set up an advertising campaign in the FRAMEN Ads Manager without an end date, the corresponding contract shall run for an indefinite period. It may be terminated by the Client at any time by changing the status of the campaign. FRAMEN may terminate such a contract at any time.
14.4. The framework contract on the use of the FRAMEN Ads Manager may be terminated as such by the parties at any time with effect from the end of the calendar month following the termination. The termination of the framework contract on the use of the FRAMEN Ads Manager shall in each case also be deemed to be a termination notice of any ongoing contracts between the Client and FRAMEN that have been concluded using the FRAMEN Ads Manager. In such a case, the framework contract on the use of the FRAMEN Ads Manager shall only end at the end of the calendar month following the month in which the date of termination of the last corresponding contract falls. Upon effect of termination of the framework contract on the use of the FRAMEN Ads Manager, the Client's access to the FRAMEN Ads Manager shall be blocked.
14.5. The right to extraordinary termination for good cause remains unaffected. A right to termination without notice for good cause exists in particular if one of the parties repeatedly breaches a material contractual obligation despite a written warning, fails to remedy a continuing breach of contract within a reasonable period of time, or fails to remedy its consequences, a warning has been issued against one and/or both parties and/or against a medium marketed by FRAMEN as a result of performance under the contract and/or an injunction has been obtained or FRAMEN has reasonable grounds to suspect that Client or the contents made available by Client violate applicable legal law or regulations, in particular provisions of criminal law, laws for the protection of minors or the applicable advertising guidelines. Reasonable suspicion exists as soon as FRAMEN has factual indications of a violation of legal provisions, in particular from the initiation of preliminary proceedings against FRAMEN, the Client, and/or against the Screen provider marketed by FRAMEN or from the request for a statement by the competent authorities. Furthermore, a good cause for extraordinary termination exists if enforcement measures have been taken against one of the contracting parties and have not been lifted within one month.
§15 Availability of FRAMEN Ads Manager, Maintenance
15.1. FRAMEN will endeavor to provide the continuous availability and error-free functionality of the FRAMEN Ads Manager. However, the Client acknowledges that already for technical reasons and due to the dependence on external influences, e.g. within the framework of the telecommunications networks, and uninterrupted availability of the FRAMEN Ads Manager is not feasible.
15.2. FRAMEN occasionally carries out maintenance work on the FRAMEN Ads Manager systems to ensure the operation and to expand the tool, which may lead to a temporary impairment of usability. If possible, FRAMEN will carry out the maintenance work during periods of low use.
§16 Disruption of the contractual relationship in the event of Force Majeure
If the performance of a contract is not possible in whole or in part for reasons for which FRAMEN is not responsible, in particular, due to Force Majeure, strike, due to statutory provisions, due to disruptions from the area of responsibility of third parties whose actions FRAMEN is not responsible for (e.g. other providers), network operators or service providers or for comparable reasons, the parties agree already now on performance after the expiry of the agreed contract period. The claim to remuneration remains unaffected by this. If the performance of a contract is not possible in whole or in part for reasons for which the Client is responsible, the statutory provisions shall apply in each case.
§17 Third-Party Involvement
17.1. The Client shall require the prior consent of FRAMEN in text form for the full or partial transfer of its rights and obligations under the contract.
17.2. FRAMEN is entitled to use third parties to fulfill its obligations arising from the advertising Advertising Order.
§18 Confidentiality, Press
18.1. Unless otherwise agreed in text form, the contracting parties shall treat as strictly confidential details of the contractual relationship, in particular the prices and conditions, as well as any business secrets of which they become aware directly or indirectly through the other party in the course of the performance of the contract. The obligation to maintain confidentiality shall not apply to information that is
are already known to the public at the time of transfer,
the receiving party has demonstrably received lawfully from third parties, in particular without breaching existing confidentiality obligations,
were already generally known at the time the contract was concluded, or
has subsequently become generally known without any breach of the obligations contained in this contract (public information).
Furthermore, the obligation to maintain confidentiality shall not apply to information that must be or may be disclosed due to mandatory legal provisions, a final court decision, or an official administrative order or that is required for the legal enforcement of own claims against the respective another contracting party. FRAMEN shall furthermore be entitled to disclose the contents of the Advertising Order to third parties engaged in accordance with clause 17.2. as well as to affiliated companies in accordance with §§ 15 et seq. of the German Stock Corporation Act. German Stock Corporation Act.
18.2. The obligation of confidentiality shall survive the termination of the contract with respect to all confidential information to the extent that and until such confidential information is or becomes public knowledge.
18.3. FRAMEN is entitled to forward the gross advertising revenues of the Client and advertiser at the product level to Nielsen Media Research or comparable institutions for publication.
18.4. Press releases, as well as other public announcements to third parties concerning the business relationship between FRAMEN and the Client or concerning the details of contracts made, require the prior approval of FRAMEN in text form. This also applies to logo publications for logos supplied by FRAMEN.
§19 Data protection and use of anonymous data
The Parties agree that, as a matter of principle, the Parties shall not process any personal data of the other Party within the scope of this contract. This does not apply to the operational and commercial execution of this contract (such as the storage of contact persons of the parties).
§20 Contract cancellations before the start of the service provision
The Client may cancel contracts after they have been concluded in accordance with the following conditions:
20.1. Cancellations of contracts must be made in text form to the attention of the Client's contact person at FRAMEN. FRAMEN grants a cancellation free of charge up to three weeks before the agreed start of the placement of Advertising Media. The date of receipt of the notification by FRAMEN shall be decisive for the date of cancellation. If this cancellation deadline is not met, the Client shall pay 30 % of the net Advertising Order value plus VAT. Cancellation is excluded after the agreed start of the placement.
20.2. The following forms of advertising are subject to different deadlines or compensation payments:
(a) In the case of cross-media offers, competitions, and influencer campaigns, cancellations are free of charge six weeks before the agreed start of the placement. Thereafter, 30 % of the net Advertising Order value plus VAT shall be payable. Cancellation is excluded after the agreed start of the placement.
(b) In the case of cooperations, cancellations are possible free of charge up to six weeks before the agreed start of the placement. Thereafter, 70 % of the net Advertising Order value must be paid. Cancellation after the agreed start of placement is also excluded here.
(c) In the case of daily fixed placements, cancellations are possible free of charge up to three weeks before the agreed start of the placement. Thereafter, 70 % of the net Advertising Order value must be paid. Cancellation is also excluded hereafter from the agreed start of the placement.
20.3. Technical costs and costs for creative services incurred for the booking up to the time of cancellation will be charged to the Client in full.
§21 Final provisions
21.1. Any additional terms and conditions contained in FRAMEN's price list shall apply in addition to these GTC.
21.2. Insofar as these GTC provide for the transmission of declarations or information by FRAMEN to the Client, such transmission shall generally be made in text form by e-mail to the e-mail address provided by the Client.
21.3. Amendments and supplements to a concluded contract as well as deviations from these GTC must be made in text form. In the case of amendments and supplements to the contract, this also applies to the cancellation of the text form clause.
21.4. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on contracts for the International Sale of Goods (CISG) is excluded.
21.5. If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all claims arising from the User contract shall be Berlin-Mitte. However, FRAMEN may also sue the Client at its general place of jurisdiction.
21.6. The terms of the GTC are a translation of the GTS in the German language and are for reference purposes only. In case of inconsistencies between the German text of these GTC and the English text version of the GTC, the German version prevails.