General Terms and Conditions of Business for advertising in online media of iq digital media marketing gmbh (hereinafter called "iq digital")

 

1. Subject of the Agreement / Definitions

(1) ‘Advertising Contract’ within the meaning of the following General Terms and Conditions refers to the contract for the placement of one or more advertising materials within the information and communication services marketed by iq digital (hereinafter collectively referred to as ‘advertising space’) for the purpose of dissemination.

(2) ‘Advertiser’ means the person or company for whom iq digital is to place advertising material. The advertiser may be either the advertiser itself (promoting its own goods or services) or an agency advertising on behalf of a third party for that party’s goods and services.

(3) ‘Advertising material’ within the meaning of these General Terms and Conditions refers to the advertising materials that the Advertiser provides to iq digital for placement on the advertising spaces. These may, for example, consist of one or more of the following elements:

• an image and/or text, audio sequences and/or moving images (including banners),
• a clickable area which, when clicked, establishes a connection via an online address specified by the advertiser to further data located within the advertiser’s domain (e.g. a link).

(4) An “advertising campaign” is a planned, time-limited series of advertising measures agreed between iq digital and the advertiser in an advertising order.

(5) A “content campaign” is an advertising campaign in which iq digital, on behalf of an advertiser, plans, produces, distributes and markets customised content formats (e.g. promotional articles, videos, podcasts, interactive elements) in order to reach a specific target audience with advertising messages.

(6) In the case of contact bookings (on a CPM/CPx basis), the advertiser purchases an ad impression for a minimum of 20 seconds on a relevant placement. iq digital has the right to refresh the relevant placement after 20 seconds and load a new advertising asset.

 

2. Making of the Contract

(1) Unless otherwise agreed in individual agreements, the contract is concluded upon confirmation of the order (in writing, by email or by fax). Verbal or telephone confirmations cannot be interpreted as an intention to conclude an agreement.

(2) Where advertising agencies place orders, the contract is concluded subject to any other written agreements with the advertising agency. If an advertiser is to become an advertising client, they must be named by the advertising agency. iq digital is entitled to request proof of mandate from the advertising agencies.

(3) iq digital’s General Terms and Conditions for advertising orders are subject to change. Consequently, the General Terms and Conditions shall always apply only to the respective advertising order in the version valid at the time the advertising order is concluded.

(4) The advertising client must notify iq digital of any change to its company name, contact person, address or other contact details (tel., fax, email, etc.) immediately, and at the latest within 5 working days, by letter, fax or email.

(5) The advertiser is not entitled to transfer claims arising from the advertising order against iq digital (i.e. the booked advertising space) to third parties, whether for consideration or free of charge, unless iq digital has given its express written consent.

(6) iq digital is entitled to assign the claims arising from the advertising order.

(7) In addition to the order confirmation, the advertising order and all services, offers and contracts between iq digital and the advertiser shall be governed exclusively by these General Terms and Conditions and the iq digital price list, which forms an integral part of the contract. The validity of any general terms and conditions of the advertiser is expressly excluded insofar as they do not correspond to these General Terms and Conditions. This shall also apply if iq digital has been made aware of such other contractual terms. Any counter-confirmations by the advertiser referring to its own terms and conditions are hereby rejected.

(8) iq digital conducts standard surveys for selected campaigns to assess advertising effectiveness. iq digital has the right to use and publish the collected data in its entirety. The raw data collected during the surveys will not be made available to the client, but may be presented in a form prepared by iq digital, such as a presentation. When using the survey results, the advertiser is obliged to cite iq digital as the source.

 

3. Insertion of Advertising

(1) iq digital shall place the advertising material provided by the advertiser for publication on the contractually agreed advertising space for the contractually agreed duration or until the contractually agreed number of ad impressions (views of the advertisement) has been reached.

(2) The data determined by iq digital via its ad server shall be decisive for the measurement of ad impressions and ad clicks. An ad impression is defined as any response from iq digital’s ad server in reaction to a request from a user’s browser, adjusted to exclude impressions generated by automated processes such as search engine scans. In the case of ad requests where no user consent is available in accordance with the current TCF standard, ads may be served that do not fall within the scope of personal data (plain ads). iq digital shall report to the advertiser on the number of ad impressions and/or ad clicks served during the campaign in a format specified by iq digital. If, during the campaign period, the client forecasts that the booked service will be underdelivered by more than ten per cent, they must inform iq digital as soon as they become aware of this. In this case, the parties shall work together to resolve the issue.

(3) Should the contractually agreed AdImpressions or AdClicks be reached before the end of the agreed term, the parties shall agree on an increase in the agreed remuneration or an early termination of the term.

(4) Unless otherwise agreed individually, the advertiser shall have no entitlement to the placement of the advertising space in a specific position on the respective advertising space, nor to compliance with a specific access time for the respective advertising space. Relocation of the advertising space within the agreed environment is possible provided that the redesign does not have a significant impact on the advertising effectiveness of the advertising space. The bookable advertising formats and placements do not guarantee display in the immediately visible area (first screen). The CPMs stated in the price list refer to impressions in both the visible and non-visible areas. Different agreements are possible. If iq digital guarantees display in the visible area, the client is obliged to pay a surcharge.

(5) The advertiser is obliged to check the advertisement after it has been published for the first time, insofar as this is possible with reasonable effort.

(6) Where the advertising material is not clearly recognisable as advertising, iq digital is entitled, but not obliged, to identify it as such or to require the advertiser to provide appropriate labelling. This includes, in particular, the option of labelling the advertising material with the word “Advertisement” and/or separating it spatially from the editorial content in order to clarify its advertising nature.

 

4. Transparency requirements for political advertising

(1) The advertiser and iq digital acknowledge that political advertising within the meaning of Regulation (EU) 2024/2009 on the transparency and targeting of political advertising is subject to specific legal requirements, in particular regarding labelling, the disclosure of funding information and the use of personal data.

(2) The advertiser undertakes to classify in advance as such any advertising commissioned by them that contains political content within the meaning of the Regulation and to provide iq digital with all information required by law, in particular but not limited to:

• the identity of the sponsor,
• the amount of remuneration,
• the political purpose of the advertising (e.g. reference to elections, referendums),
• details regarding the use of targeting techniques and consent under data protection law.

The advertiser further undertakes to supply political advertising material in such a way that the information required under Regulation (EU) 2024/2009, which must be immediately apparent on the advertising material, is already included in the advertising material to be supplied.

(3) iq digital shall process the information provided in accordance with the law, label the advertising as political advertising in accordance with statutory requirements and, where necessary, enter it into the transparency register provided for by law.

(4) The advertiser undertakes to provide the information required by law accurately in a questionnaire provided by the contractor for the purpose of complying with transparency regulations and to inform the contractor immediately of any changes to the information provided.

(5) The advertiser agrees to the publication of the transparency information on an external page (transparency page).

(6) The advertiser consents to iq digital transmitting the political advertisements and the information required under Article 12(1) of Regulation (EU) 2024/2009 to the European Archive of Political Online Advertisements.

(7) The advertiser and iq digital undertake to provide mutual assistance in fulfilling the statutory transparency obligations and to notify each other immediately of any official enquiries or investigations relating to political advertising.

(8) In the event of a breach of the transparency obligations, the party responsible shall indemnify the other party against any regulatory measures, fines or claims for damages, provided that the breach is attributable exclusively to its own conduct.

 

5. Processing Period

If the advertising client is entitled to draw down individual advertisements within the context of an insertion agreement, this must be effected within one year following making of the contract. If the right to draw down individual advertisements is not exercised within this period, this right expires automatically after the end of the one-year period. This does not affect the obligation to pay the corresponding remuneration.

 

6. Refund of Discounts

If an order is not executed for reasons for which iq digital is not responsible, the advertising client must, without prejudice to further legal obligations, refund to iq digital the difference between the granted discount and the discount based on the actual utilised booking volume.

 

7. Delivery of Data / Proof of Integration

(1) The advertiser is obliged to deliver the advertising materials in complete, faultless form and in a format suitable for publication no later than three working days before the agreed publication date for standard advertising formats, and no later than five working days before the agreed publication date for special advertising formats and Rich Media formats.

(2) If the advertiser books content campaigns, they shall receive a binding schedule following order confirmation, setting out requirements for the delivery of materials and deadlines for feedback loops. In the event of non-compliance with these requirements, the advertiser may be invoiced for costs incurred by iq digital in connection with such activities, irrespective of any advertising placements. Postponements may be agreed by mutual consent between iq digital and the advertising client within a calendar year. Postponements spanning multiple calendar years are generally not permitted. If there is a delay to the schedule attributable to the advertising client, and full delivery within a calendar year is no longer possible, iq digital is entitled to invoice the full amount of the originally agreed price for the advertising campaign.

(3) In the event of improper delivery, in particular late or non-delivery, or subsequent changes, no guarantee is given that the advertising material will be distributed as agreed. In the case of advertising placements based on ad impressions, iq digital may verify the number of ad impressions already delivered by embedding a 1x1 pixel.

(4) iq digital is entitled to archive the advertising material for an unlimited period. However, there is no obligation to archive the material or to return it to the advertiser.

(5) The advertiser shall bear the costs incurred by iq digital for any changes to the advertising material requested by the advertiser or for which the advertiser is responsible.

 

8. Right of Refusal

(1) iq digital reserves the right to reject advertising orders – including individual placements within the scope of a contract – for good cause relating to their content, origin or technical format, in accordance with uniform, objectively justified principles, or to block them from further distribution without prior notice. Good cause shall be deemed to exist in particular where there are concrete indications that the advertising material or the page to which the advertising material links infringes the guarantees set out in Clause 8 or that publication is unreasonable for iq digital.

(2) iq digital may withdraw advertising material that has already been published if the advertiser subsequently makes changes to the content of the advertising material themselves or if the data referred to via a link is subsequently altered, thereby fulfilling the conditions set out in paragraph 1.

(3) iq digital shall inform advertising clients of any rejection or blocking, as well as the reasons therefor. The advertising client is free to provide iq digital with new or amended advertising material that complies with the requirements set out in paragraph 1 and clause 8, or to ensure that the linked landing page is in compliance with the law. Any delays arising from this shall be borne by the advertising client.

 

9. Granting of Rights

(1) The advertiser warrants that the use of cookies and similar technologies that store and/or read data on the user’s device, as well as the further processing of personal data, complies with the provisions of the applicable data protection laws, in particular the German Telemedia Act, the EU General Data Protection Regulation and the ePrivacy Directive. The advertiser guarantees that only those service providers (vendors) listed on our iqd vendor list (available here) and thus approved shall be used in the advertising spaces marketed by iq digital. A mandatory requirement is also that the respective service providers (vendors) are certified to the current IAB TCF (Transparency and Consent Framework) standard (currently TCF v. 2). The advertiser guarantees that all service providers (vendors)

• do not infringe the rights of third parties (in particular copyright, personality rights or other industrial property rights) and/or
• do not contravene other statutory provisions (in particular those relating to competition law, telemedia law, data protection law and consumer protection law)
• and/or are not of a nature that is subversive, racist, glorifies violence, is pornographic or harmful to minors and/or
• do not contain any viruses, worms, Trojan horses or other links, programmes or procedures that could damage the iq digital network (including all hardware and software used) or individual operators or internet users, or enable their dissemination, and/or
• have obtained all necessary consents for reproduction/distribution, making available to the public or other forms of exploitation (including, where applicable, from collecting societies).

(2) The advertiser grants iq digital the rights of use, neighbouring rights and other sui generis rights necessary for the execution of the advertising order, limited in terms of time, location and content. Furthermore, iq digital and the respective advertising space operator shall be entitled to exercise the aforementioned rights for the purposes of self-promotion (e.g. press releases and presentations) both before and after the execution of the advertising order.

(3) If the advertiser provides copyright-protected content – in particular musical works such as jingles – within the scope of the contractually agreed services, they shall bear sole responsibility for the lawful use of such content.

(4) The advertiser undertakes to obtain all necessary rights of use independently and in good time. This includes, in particular, the acquisition of the necessary licences from collecting societies such as GEMA, provided that the content falls within their repertoire, as well as the submission of any necessary retrospective registrations. All costs, fees and charges associated with this shall be borne exclusively by the advertising client. Where information from iq digital is required for registrations, this shall be provided by iq digital upon request.

(5) iq digital accepts no liability for any claims by third parties, in particular collecting societies, arising from the use of content provided by the customer. In such cases, the customer shall indemnify iq digital against all such claims upon first request.

(6) The advertising client (and, where applicable, the advertising agency) shall, upon first request, indemnify iq digital and the respective advertising space operator against all claims by third parties, including collecting societies, asserted in respect of the advertising material provided to and published by iq digital. This applies in particular with regard to the warranties given in paragraph 1 and any damages, costs and expenses (including any tariff fees charged by collecting societies and expenses arising from data protection requirements) incurred by iq digital and the respective advertising space operators in the course of fulfilling the advertising orders under this contract. Furthermore, iq digital and the respective advertising space operators shall be indemnified against the costs of necessary legal defence, including court and legal fees at the statutory rate. The advertising client is obliged, in the event of a claim by a third party, to provide iq digital immediately, truthfully and in full, in good faith, with all information available to them and to submit any documents necessary for the examination of the claims.

 

10. Warranty of iq digital

(1) iq digital guarantees, within the scope of foreseeable requirements, the best possible display of the advertising material in accordance with the prevailing technical standards. The advertiser is, however, aware that, given the current state of technology, it is not possible to guarantee 100% availability of the advertising space. In particular, the advertiser is aware of the following possible downtime:

• Scheduled maintenance work of up to 7 hours per week,
• Unscheduled maintenance periods of up to 7 hours per week,
• Periods during which the advertising spaces marketed by iq digital must be taken offline due to technical or other issues beyond iq digital, until smooth operation can be restored, e.g. due to hacking attacks, force majeure, strikes, or disruptions within the sphere of responsibility of third parties (e.g. other providers, network operators or service providers on whose services the operation of iq digital depends),
• Downtime or disruption of the AdServer for up to 24 hours (cumulative) within 30 days of the start of the contractually agreed placement.

The advertising client is also aware that errors in the display of the advertising material do not exist if they are caused by one of the following circumstances.

• Use of unsuitable display software and/or hardware (e.g. browser) or
• Disruption of other operators’ communication networks or
• Computer failure at third parties (e.g. other providers) or
• Incomplete and/or out-of-date content on so-called proxies (caches) or
• Failure of the ad server lasting no longer than 24 hours (consecutive or cumulative) within 30 days of the start of the contractually agreed placement

In the event of an ad server outage during the aforementioned period in the context of a fixed-term booking, the advertiser shall not be liable for payment for the duration of the outage. No further claims shall be accepted.

(2) If the reproduction quality of the advertising material is unsatisfactory, the advertiser is entitled to a reduction in payment or to a replacement advertisement of satisfactory quality, but only to the extent that the purpose of the advertising material has been compromised. If iq digital allows a reasonable deadline set for this purpose to lapse, or if replacement advertising is impossible, the advertiser shall be entitled to a reduction in payment or to cancel the order.

(3) If any defects in the advertising materials are not obvious, the advertiser shall have no claims in the event of unsatisfactory publication. The same applies to errors in repeated advertising placements if the advertiser does not point out the error prior to the publication of the next advertising placement.

 

11. Performance Disruptions

If an order cannot be executed for reasons for which iq digital is not responsible (such as program-related or technical problems), in particular due to IT system failure, force majeure, strikes, statutory regulations, disturbances occurring in the sphere of responsibility of third parties (e.g. other providers), network operators or service providers or for comparable reasons, the order will be executed at a later date where possible. If the order is subsequently executed within an appropriate and acceptable period of time after the disturbance in question has been rectified, the entitlement of iq digital to receive payment will remain in effect. The advertising client will be informed if the delay is of considerable duration.

 

12. Liability

Irrespective of legal grounds, iq digital is only liable:

• In the case of intent and gross negligence of a legal representative, a management executive or other vicarious agent
• In the case of each culpable violation of a material contractual obligation (where the term "material contractual obligation" is an abstract term designating an obligation, the fulfilment of which is essential to the proper execution of the contract in the first place and compliance with which the other party to the contract can generally rely on), in the event of default and impossibility, and in the event of intent and gross negligence of a simple vicarious agent. Liability for damage to property and financial loss is limited to the amount equivalent to the typically foreseeable damage.

The aforementioned liability limitations do not apply in cases of mandatory legal liability, in particular with regard to the product liability laws, if a guarantee has been given or in the event of culpable injury to life, limb or health.

 

13. Rate Card

(1) The price list published at the time the order is placed shall apply. We reserve the right to amend the rates. This does not apply to consumers if the order affected by the change is not part of a framework agreement and is not due to be executed later than four months after the conclusion of the contract. However, for orders confirmed by iq digital, price changes shall only be effective if they are announced by iq digital at least one month prior to the publication of the advertising material. In the event of a price increase, the advertising client shall have a right of withdrawal. The right of withdrawal must be exercised within 14 days of receipt of the notification of the price increase.

(2) Discounts are determined in accordance with the current price list. Advertising agencies and other advertising intermediaries are obliged to adhere to iq digital’s price lists in their quotations, contracts and invoices to advertisers. The commission granted by iq digital may not be passed on, either in full or in part, to the clients of advertising agencies and other advertising intermediaries.

 

14. Payment Default

(1) For advertising contracts with a booking period of one or two publication months, invoicing takes place after the end of the booking period. Invoices are always issued in euros. For advertising contracts lasting more than two publication months, monthly pro-rata invoices are issued for services already rendered; the final invoice is issued after the end of the booking period. Invoices may also be issued in advance upon request. For environmental and sustainability reasons, invoices are sent exclusively in digital format. The agreed payment terms come into effect upon receipt of the invoice; no additional postal delivery will be made.

(2) In the event of late payment or a deferral, interest at a rate of 9 percentage points above the base rate for businesses and 5 percentage points above the base rate for consumers, plus collection costs, shall be charged. In the event of late payment, iq digital may suspend further work on the current order until payment is made and may require advance payment for the remaining advertising placements.

(3) In the event of default on more than one liability, all claims against the advertising client shall become due for payment immediately.

(4) Objectively justified doubts regarding the advertising client’s solvency, the advertising client’s registered office being abroad, or an initial order by the advertising client entitle iq digital, even during the term of the contract, to make the publication of advertising material or further advertising material, irrespective of any originally agreed payment terms, on the advance payment of the amount and the settlement of outstanding invoice amounts.

 

15. Cancellation of Orders

(1) In principle, orders may be cancelled. Cancellations must be submitted to iq in writing or by email. If a cancellation is made no later than 5 working days (10 days for website bookings and fixed-placement products) before the start of the advertising campaign as agreed in the order confirmation, the advertiser will not incur any costs. Cancellations received within 5 or 10 working days before the start of an advertising campaign will generally be charged a flat-rate compensation fee of 50% of the cancelled order volume. For homepage bookings and fixed placement products cancelled within 10 working days prior to the start of the advertising campaign, the flat-rate compensation shall amount to 100% of the cancelled gross order volume. The advertiser reserves the right to prove that no costs, or lower costs, were incurred. iq digital reserves the right to prove that greater damage has been incurred. In the case of partial cancellations, the above provision shall apply mutatis mutandis. Once the delivery of an advertising campaign has commenced, the flat-rate compensation in the event of cancellation shall amount to 100% of the gross order value of the cancelled portion. If the cancellation relates to a content campaign and production of this has already commenced, but delivery of the advertising materials has not yet begun, the agreed service costs will be invoiced. The aforementioned provisions regarding the cancellation of advertising materials shall apply accordingly to the advertising materials for the content campaign. If iq digital and the advertising client mutually agree on a start date that differs from that in the first order confirmation, or on stopping the advertising campaign in a manner differing from the agreed advertising order, the start date of the advertising campaign originally agreed in the order confirmation shall be decisive for the possibility of cancellation.

(2) iq digital will be held liable for any sums it could have obtained as a result of other transactions or which it maliciously failed to obtain.

 

16. Data Protection / Contract Penalty for Unlawful Use of Data

(1) The advertising order shall be processed in accordance with the applicable data protection regulations.

(2) iq digital and the respective advertising space operators are entitled to pass on the advertising client’s gross advertising revenue and comparable relevant data at product level to Nielsen Media Research and/or companies engaged in the collection and analysis of such information for publication. This data is aggregated by the company or companies and communicated to the market.

(3) Where the advertiser obtains anonymous or pseudonymous (and thus also personally identifiable) data resulting from access to the advertising materials delivered, the advertiser may analyse this data within the scope of the relevant campaign. This analysis may only cover the anonymous and pseudonymous data

generated by the display of advertisements on iq digital’s advertising spaces.

(4) Furthermore, the advertiser is prohibited from further processing, using or disclosing any data (whether anonymous or personally identifiable) arising from access to the advertising materials delivered by the advertiser for iq digital’s advertising spaces. This prohibition also covers the creation of profiles based on users’ behaviour on iq digital’s online offering and the further use of such profiles.

(5) If the advertiser engages a third party to place advertising material on the advertising spaces of the iq digital systems, the advertiser shall ensure that the system operator also complies with this agreement.

(6) For each breach of the obligation set out in paragraphs (3) to (5) above, the advertiser shall pay iq digital a contractual penalty amounting to ten times the price of the order from which the unauthorised use of data originates. Any further claims for damages remain unaffected. If iq digital accepts the service and a final invoice is issued in respect thereof, iq digital reserves the right to claim the contractual penalty until, at the latest, the final invoice is issued.

 

17. Concluding Provisions

(1) The place of performance is Düsseldorf.

(2) In business dealings with merchants, legal entities under public law or special funds under public law, the place of jurisdiction for legal proceedings is Düsseldorf. If the place of residence or habitual abode of the advertising client, including non-merchants, is unknown at the time the action is brought, and if the advertising client has, after conclusion of the contract, moved their place of residence or habitual abode outside the scope of the law, Düsseldorf is agreed as the place of jurisdiction if the contract was concluded in writing.

(3) German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 – CISG) is excluded.

(4) Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, the advertising contract shall remain valid in all other respects. The same applies in the event that these General Terms and Conditions contain a loophole. In place of the provision that is wholly or partially invalid or missing, the provision that the parties would have agreed upon had they been aware of the circumstance of the provision’s invalidity or absence, following a reasonable assessment of the situation, shall take effect.

 

As of: March 2026