General Terms and Conditions for the magazine, digital & services and event business of publish-industry Verlag GmbH
Version January 2021
I. General Provisions
1. Scope of application
(1) These general trading conditions apply to all “orders” in the sense of number I. 1. (2), which give entrepreneurs (§ 14 BGB) to the publish-industry publishing house GmbH, represented by the managing director Kilian Mueller, (in the following “publish-industry”) in any form, in particular by E-Mail, by telephone and over under offered on-line Shop (in the following “on-line Shop”). The client assures to be an entrepreneur in the sense of § 14 BGB. An order by consumers in the sense of § 13 BGB is not possible.
(2) “Order” in the sense of these general terms and conditions are all orders in the magazine, digital & services and event business of publish-industry.
(3) These General Terms and Conditions shall apply exclusively to the orders. The validity of any general terms and conditions of the Customer shall be expressly excluded to the extent that they are inconsistent with these General Terms and Conditions.
(4) If necessary, publish-industry shall be entitled to award contracts to third parties for the performance of the agreed services. In the case of orders, e.g. within the scope of campaigning offers, which refer to media offered by third parties, the respective General Terms and Conditions for the respective medium, as indicated in addition, shall apply accordingly, if applicable.
2. Service offers in the magazine, digital & services and event business
(1) Service offerings in the Magazine Business within the meaning of these General Terms and Conditions include standard format advertisements as well as ad specials and exclusive presences in print media (cover sponsorship, image and text promotion, exclusive placements, banderoles, bound inserts, inserts, bookmarks, annual planners, etc.).
(2) Service offerings in the Digital & Services business include, for example, partner participation in INDUSTR.com, newsletter advertising, e-mail marketing, moving image formats and all forms of customized campaigning solutions.
(3) Service offerings in the event business include participation in networking rounds (Management Roundtable, Digital Innovation Partnership) and partner participation in onsite and online conferences (INDUSTRY.forward Summit, INDUSTRY.forward EXPO).
3 Conclusion of contract
(1) Service and product presentations, in particular in the online store, serve for the submission of an order offer by the Client. Errors excepted. The scope of services, the (cooperation) services of the Client and the time and production schedule for products, the individual production and correction phases as well as delivery deadlines shall be specified in the service and product presentations, if applicable.
(2) Subject to any individual agreements to the contrary, the contract for an order shall generally be concluded by publish-industry’s confirmation of the order in writing or by e-mail. The decision to accept an order is at the discretion of publish-industry.
(3) For the placing of orders via the online-shop, the following applies in addition: By clicking the button “Buy now”, the customer submits a binding offer. Further information on the ordering process in the Online-Shop is contained in clause 4. The confirmation of the receipt of the order does not constitute an acceptance of the contract. A contract comes off only by written confirmation of the order by publish-industry. This written confirmation of order determines, if necessary in connection with the respective achievement and product representation, in particular in on-line Shop, kind and extent of the achievements which can be furnished by publish-industry.
(4) Insofar as advertising agencies submit order offers, the contract shall, in case of doubt, be concluded with the advertising agency, subject to any other written agreement. If an advertiser is to become a client, he must be named when submitting the order offer. publish-industry is entitled to request proof of mandate from advertising agencies acting on behalf of third parties before confirming an order.
(5) Orders can only be placed by an individual client. Orders which refer to goods or services of more than one client require an additional written agreement or an agreement concluded by e-mail. Please contact us for this purpose at email@example.com.
(6) Except as otherwise provided above, Customer may not assign, delegate or license any rights and/or obligations under this Agreement, in whole or in part.
4. Further information on the ordering process in the online store.
When the client has found the desired service offer, it can be placed in the shopping cart without obligation by clicking the “Add to shopping cart” button. The client can view the contents of the shopping cart at any time without obligation by clicking on the “Shopping Cart” button. The services can be removed from the shopping cart at any time by clicking the “Remove item” button. If the client wants to buy the services in the shopping cart, he clicks the button “Proceed to checkout”. He then enters his data. The mandatory data are marked with *. Registration is required to place an order. The data is transmitted in encrypted form. After entering his data and entering the address of the client by clicking the button “Next” to the order page, where the entries can be checked again. By clicking the button “Buy now” the process is completed and a binding offer is transmitted to publish-industry. The process can be cancelled at any time by closing the browser window.
5. Delivery of materials for the performance of services
(1) The customer shall support publish-industry to the best of its ability in the performance of the services owed under the contract. This includes in particular the timely and comprehensive proper, in particular the format or technical defaults of publish-industry corresponding making available of picture, text and/or other information materials (in the following “materials”) originating from the sphere of the client. These cooperation actions of the customer shall be carried out at its own expense. The Customer shall be responsible for the quality of the Materials provided by him.
(2) The Materials shall be delivered to publish-industry in digital form (by e-mail to firstname.lastname@example.org, upload to publish-industry FTP server). In case of delivery by e-mail to an e-mail address deviating from this, publish-industry shall not be liable. With the delivery of advertising media the enclosure of a color-binding presentation is necessary; otherwise publish-industry does not take over guarantee for a correct reproduction. In all other respects the obligatory publish-industry defaults for the supply of digital data, which are sent to the client on request, apply.
(3) In the event that the Customer does not or not fully comply with its obligations to cooperate and the fulfillment of the order is thereby jeopardized, publish-industry shall notify the Customer thereof and set a reasonable deadline within which the Customer must cooperate. The Customer shall then immediately provide the specifically designated cooperation within such period or notify publish-industry in writing of any impediments to such cooperation. If a binding start of placement or closing date has been agreed for orders, it is not necessary to set a deadline; the obligations to cooperate must be fulfilled by the start of placement, but no later than the official closing date.
(4) Any delay in the fulfillment of the order, loss of quality or other resulting deficiencies in the performance of the service resulting from the Client’s failure to fulfill its obligations to cooperate shall be borne by the Client. If the Customer causes delays, he shall be charged for all additional costs incurred as a result (e.g. additional personnel costs, courier costs, printing costs, etc.).
(5) In the event of delay, the Customer shall be liable for any costs and loss of revenue caused by postponement of the order, which publish-industry may incur, for example, as a result of late submission of required materials or late return of corrections. The client is also liable in case of missing release or unfounded injunction. The Principal shall be entitled to provide evidence of no or lower additional costs or loss of revenue incurred by publish-industry.
(6) If, for reasons for which publish-industry is not responsible, the client does not submit the materials required for the execution of the order until after the expiration of the grace period set in accordance with clause I. 5. (3) or after the deadline, and if the order cannot be executed for this reason, the client shall remain liable for payment unless otherwise stipulated in clause II. II., the Customer shall be obliged to pay the agreed remuneration for the entire duration of the remaining term of the contract, however, after deduction of any expenses saved.
6. right of refusal
If the content of a service provision requested by the customer violates the property rights of third parties, laws or official regulations, publish-industry reserves the right to refuse such service provision. The publication of advertising contents can be refused by publish-industry at any time without giving reasons. publish-industry will inform the client immediately.
7. Rights and rights warranty
(1) The customer shall be responsible for the clarification, compliance with and remuneration of the rights of use under copyright law and other industrial property rights (such as image rights, trademark rights, design rights and personal rights) as well as the compliance with the regulations under competition law with regard to the materials provided by him at his own expense.
(2) Insofar as the use, modification or other processing of the Materials provided by the Customer is necessary for the performance of the services under the contract, the Customer declares and warrants that it owns all rights necessary for the performance of the contract and/or that the Materials do not infringe any third party rights and/or statutory provisions. Within the scope of the order, the Customer shall indemnify publish-industry against all claims of third parties which may arise due to the infringement of the aforementioned warranty. Furthermore publish-industry is released from the costs for the necessary legal defense. The customer is obliged to support publish-industry in good faith with information and documents in the legal defense. If the Principal has knowledge of any infringements, it shall immediately notify publish-industry of any legal risks.
(3) The Principal shall transfer to publish-industry all rights of use, ancillary copyrights and other rights for the use of the Materials, in particular the right to edit, reproduce, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content, to the extent necessary for the execution of the order, as well as to transfer such rights to third parties. The aforementioned rights shall in all cases be transferred without any territorial limitation and shall entitle to use by means of all known technical processes as well as all known print, digital and live format forms.
(4) publish-industry is entitled to publish company names of its customers as references and to use the contractual services, in particular finished products, as advertising material for its own purposes. If a publication should not be desired, this must be communicated expressly in writing.
(5) All copyrights and other industrial property rights to the contractual services, in particular products, shall remain with publish-industry, unless otherwise stipulated in these General Terms and Conditions and/or the respective contract. publish-industry shall be entitled to use conceptual, structural, graphic and content elements of the contractual services, in particular products, in whole or in part within the scope of other orders, other products, etc.. This expressly does not apply to materials supplied by the customer itself.
(6) publish-industry grants the customer the simple, non-transferable right to use the photographs, which are the subject matter of the order, for its own advertising purposes in the case of orders, which also include the contractor’s production and provision of photographs of customer products as the subject matter of the order. In particular, the Client shall also be granted the right to modify the Photographs, to place them in a different context, including an advertising context, to use extracts from them, to cut them, to retouch them or to modify them in any other way, provided that this does not infringe the Photographer’s moral rights.
(7) In the case of participation in a free tender and/or presentation (pitch), the idea and concept remain the intellectual property of publish-industry. No rights of use are granted to the tendering party through participation.
(8) If and insofar as publish-industry grants the client rights of use to services rendered, the granting of rights shall be subject to the full payment of the agreed remuneration.
(1) publish-industry is liable without limitation for damages according to the product liability law, for damages from the injury of life, body or health and beyond that for other damages with resolution and rough negligence, in the case of initial impossibility with knowledge and roughly negligent ignorance of the achievement obstacle. Furthermore, publish-industry is liable for the breach of essential contractual obligations (cardinal obligations) in accordance with the statutory provisions, but limited to the foreseeable damage typical for the contract.
(2) A further liability of publish-industry is – without consideration of the legal nature of the validly made damage – impossible. As far as the liability of publish-industry is excluded or limited, this applies also to the personal liability of all employees, representatives and executing aides of publish-industry.
(3) The adhesion of publish-industry expires one year starting from legal beginning of the statute of limitations. This does not apply to liability due to intent and due to tort as well as due to injury to life, body or health, as well as to claims under the Product Liability Act.
(4) The customer shall indemnify publish-industry, its organs and vicarious agents from any claims of third parties upon first request, which publish-industry and/or its organs and vicarious agents may incur from any culpable breach of the contract by the customer. The customer has to reimburse publish-industry as well as its organs and vicarious agents for all reasonable expenses necessary for legal defense.
(1) The prices stated in the Online-Shop or in the valid price list at the time the order is placed shall apply. The stated prices are net prices including the stated service components plus the statutory value added tax. Any packaging and transport costs as well as insurance will be charged separately.
(2) publish-industry reserves the right to make subsequent price changes, in particular if cost reductions or cost increases occur after conclusion of the contract, for example due to changes in the price of materials. For already confirmed media orders, however, price changes are only effective if they are announced by publish-industry at least one month before publication of the advertising material. In the event of a price increase within the scope of the media order, the customer shall have a right of rescission. The right of withdrawal must be exercised within 14 days after receipt of the notification of the price increase.
(1) Payment shall be made upon receipt of the invoice. The invoice will be sent by e-mail.
(2) Orders shall be due for payment immediately and without deduction upon receipt of the invoice (net price plus VAT).
(3) In case of participation in the direct debit procedure and in case of advance payment after receipt of the order confirmation, publish-industry grants a discount of 2 percent.
(4) For new customers, publish-industry will invoice an advance payment of 50 percent of the net order value plus value-added tax and plus any expenses for the first order.
(5) The Customer is only entitled to set-off, retention or refusal of performance pursuant to § 320 BGB (German Civil Code) if its counterclaim has been legally established, is undisputed or has been acknowledged by publish-industry.
11. Default in payment, lack of ability to pay on the part of the customer
(1) In the event of default or deferral of payment, default interest shall be charged at the statutory rate as well as the statutory flat-rate default fee. The assertion of further damages and rights due to the delay remains reserved. In particular, publish-industry is entitled to withdraw from the contract in case of default of payment, provided that the legal requirements for this exist, or to postpone the further execution of the current order until payment has been made or a security has been provided and to demand advance payment for the remaining performance. If the customer is in default of payment for one or more invoices in whole or in part, all claims of publish-industry against the customer shall become due and payable immediately.
(2) If it becomes apparent after the conclusion of the contract that publish-industry’s claim for consideration is endangered by the lack of ability to pay on the part of the publish-industry client, publish-industry may, without prejudice to clause I. 11 (1), refuse to perform the contract until the client has performed the consideration or provided security for it. publish-industry may set a reasonable deadline within which the client must perform the consideration or provide security concurrently with the performance of publish-industry. After unsuccessful expiration of the deadline, publish-industry is entitled to withdraw from the contract and/or to claim damages or reimbursement of expenses if the legal requirements are met.
12. Confidentiality and data protection
(1) publish-industry may neither exploit nor disclose to third parties any business or trade secrets which have become known or will become known during the cooperation without the consent (§ 183 BGB) of the customer. This also applies to the time after termination of the contract. publish-industry will also impose this confidentiality obligation on its employees.
(2) Should the disclosure to third parties become necessary in order to achieve the objective of the contract, publish-industry shall obtain the prior written consent of the customer. The third has publish-industry for its part the obligation to secrecy to impose.
(3) publish-industry commits itself to use computer systems, software and materials, which are made available for the execution of the contract, exclusively for this purpose and to return them after completion of the order without being asked to the client and/or to dispose of them in an environmentally compatible manner.
(4) System, application programs and documentation whose copyrights are held by third parties or by the Customer may only be used for the purpose specified in the individual contract and may not be copied.
(5) If a Contracting Party so requests, the materials and electronic documents handed over by it shall be returned to it after termination of the contractual relationship, unless the other Contracting Party can claim a legitimate interest in these documents. The retention period shall be three months. After expiry of the deadline, the Contracting Party shall be entitled to destroy the handed-over documents at its own expense in the absence of a request for surrender. The period shall commence with the last use of the documents.
(6) If the contracting party provides publish-industry with address data for the performance of its services, publish-industry shall be entitled to import such data into its systems for the exclusive use of the contracting party, to store it and to prepare it for use. In doing so, publish-industry shall ensure that the data is used exclusively for the individual contract of the client and that access to the data by third parties (with the exception of publish-industry’s technical service providers) is excluded. The client alone is liable for the lawful collection, storage, passing on and use of address data and releases publish-industry from any claims of third parties in the case of a violation of the legal data protection regulations. This also includes the costs of legal advice and defense. Changes in content and maintenance of address data will only be made at the express request of the Customer.
(7) The order shall be processed in compliance with the applicable data protection provisions.
13. Jurisdiction, Applicable Law, Partial Invalidity, Contractual Data
(1) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Place of performance is the registered office of publish-industry. In business with businessmen, legal entities of the public right or with public-legal special estate the area of jurisdiction is with complaints the seat of publish-industry. As far as claims of publish-industry are not asserted in the reminder procedure, the area of jurisdiction is determined with non-merchants after their domicile. If the domicile or usual stay of the customer, also with non-merchants, is unknown at the time of the complaint collection or if the customer shifted its domicile or usual stay after conclusion of the contract from the area of application of the law, the seat of publish-industry is agreed upon as area of jurisdiction, if the contract was closed in writing.
(3) Should individual contractual provisions be or become invalid in whole or in part, the remaining contractual provisions shall remain valid.
II. Special provisions for media orders
1. Completion period
If the client has been granted the right to call off individual services within the scope of a media order, the media order must be completed in full within the period of time agreed between the contracting parties.
2. Order extension
In the case of Media Orders, the Customer shall be entitled to call for additional services within the agreed period of time, subject to available capacity, even beyond the quantity stated in the Media Order, at the prices stated by publish-industry in the Online Shop or in the valid price list.
3. Discounts and subsequent reimbursement
(1) Discounts shall be determined in accordance with the valid price list or, in the case of orders placed via the Online Shop, in accordance with the information provided in the Online Shop for the respective service. Agencies are obligated to adhere to the prices stated in the price lists or in the online store in their offers, contracts and settlements with media customers.
(2) If a media order is not fulfilled due to circumstances for which publish-industry is not responsible, the client shall, subject to clauses I. 5 (6) and II. 7 (2) and without prejudice to any further legal obligations, reimburse publish-industry for the difference between the discount granted and the discount corresponding to the actual acceptance.
(3) Unless otherwise agreed, the Customer shall be retroactively entitled to the discount corresponding to its actual acceptance of services within the agreed period of time if, at the beginning of the period of time, it has entered into a contract which entitles it to a discount from the outset on the basis of the price list or the prices stated in the Online Shop for the respective service. The entitlement to the discount shall expire if it is not asserted within three months after expiry of the agreed period.
4. Handling of Delivered Materials
(1) publish-industry’s obligation to store materials ends three months after the last use of the materials.
(2) Any costs incurred by publish-industry for changes to materials already delivered which are requested by the customer or for which the customer is responsible shall be borne by the customer.
5. Right of refusal
(1) publish-industry reserves the right to examine media orders – also individual achievements within the scope of a conclusion – and to reject and/or block these in particular, if their contents offend against laws or official regulations or the good customs or whose contents were objected to by the German advertising advice in a complaint procedure or whose publication is unreasonable because of contents, the origin or the technical form. In this case, the client will be informed immediately that a service will not be provided. Further claims of the Customer are excluded.
(2) In particular, publish-industry may withdraw a service already rendered (e.g. publication) if the customer subsequently makes changes to the content itself or subsequently changes the data to which reference is made by means of a link and the requirements of Clause II. 5. (1) are thereby fulfilled.
(3) Orders for inserts in print media shall only be binding on publish-industry after submission of a sample of the insert and its approval. Inserts which, due to their format or presentation, give the reader the impression that they are part of the print medium or which contain third-party advertisements will not be accepted.
6. Disturbances of performance
If the execution of an order fails for reasons, which publish-industry does not have to represent – in particular because of technical reasons (software/hardware failure), pandemic, higher force, strike, due to legal regulations, postponement or cancellation of fairs/events, disturbances from the area of responsibility of third (e.g. other Providers), network operators or service providers or from comparable reasons – the execution of the order is made up. In the event that the order is made up for within a reasonable period of time, publish-industry’s claim to remuneration shall remain unaffected.
(1) Cancellations of media orders must be made in writing or by e-mail.
(2) If the client cancels a media order after conclusion of the contract for reasons for which publish-industry is not responsible, publish-industry may demand the following remuneration:
– in case of cancellation of standard format advertisements:
– up to 8 weeks before advertising deadline: 25 percent of the order price
– from 8 weeks before advertising deadline: 50 percent of the order price
– after advertising deadline: order price
– in case of cancellation of all other print media orders (especially ad specials and exclusive presences): order price
– upon cancellation of all other digital media orders: Order price
– upon cancellation of all other media orders: Order price
In the event of termination of discounted media orders, the order price within the meaning of the above provision shall be the list price or, if an advertising order is placed in the online store, the price stated in the online store for the respective service.
(3) Possible legal claims for damages of publish-industry remain unaffected.
8. Guarantee of publish-industry
(1) publish-industry guarantees within the scope of the foreseeable requirements a best possible rendition of the medium achievement corresponding to the usual technical standard in each case. The customer is aware, however, that it is not possible, especially in the case of digital media, to create a program completely free of errors according to the state of the art. The warranty does not apply to insignificant errors. An insignificant error in the presentation of the media service shall be deemed to exist in particular if it is caused by
– by the use of an unsuitable display software and/or hardware (e.g. browser), or
– by disturbance of the communication networks of other operators, or
– by computer failure due to system failure, or
– by incomplete and/or not updated offers on so-called proxies (intermediate storage), or
– by a failure of the web server, which does not last longer than 36 hours (continuous or added) within 30 days after the start of the contractually agreed circuit.
In the event of a failure of the web server over a considerable period of time in the context of a time-bound fixed booking, the client’s obligation to pay shall lapse for the period of the failure. Further claims are excluded.
(2) In the event of insufficient reproduction quality of the media service, the Customer shall be entitled to a reduction in payment or a flawless replacement service, but only to the extent that the purpose of the media service was impaired. If the replacement service fails or is unreasonable, the customer shall be entitled to a reduction in payment or cancellation of the order.
(3) If any defects in the materials provided to publish-industry are not obvious, the customer shall have no claims in case of insufficient media performance. The same applies to errors in repeated media services (e.g. advertisements) if the customer does not point out the error before the next media service.