General Terms and Conditions

1st object

The following general terms and conditions apply exclusively to orders for the implementation of advertising measures within the framework of the media operated by UNICUM TV. Any deviating terms and conditions of the client that UNICUM TV does not expressly recognize are non-binding. These are hereby expressly contradicted.

2. terms of payment, invoicing

(1) The agreed remuneration for the placement of the clip presentation (placement order) shall be invoiced in monthly installments at the beginning of the month from the start of the advertising campaign.

(2) The standard procedure for payment transactions is the SEPA Direct Debit Scheme. Invoices are collected from the client’s account within 7 calendar days.

(3) Alternatively, the client may also transfer the invoices to UNICUM TV within 14 calendar days. The date of receipt of the payment is decisive for the timeliness of the payment. UNICUM TV charges a monthly fee of EUR 10.00 per payment transaction for the additional expense of this payment method.

(4) If the client is in arrears with more than one invoice, UNICUM TV is entitled to interrupt the execution of all advertising measures for the client. Furthermore, UNICUM TV will immediately invoice the agreed and unpaid remuneration for all advertising measures of the client. The advertising measures will only be continued at the next possible date after receipt of payment of the total amount due. Interest on arrears shall be charged at a rate of 8% p.a. above the respective prime rate. We reserve the right to claim higher damages for delay.

(5) The agreed remuneration for the production of the advertising material (production order) may be invoiced immediately, irrespective of the broadcast date of the advertising measure.

(6) Offsetting by the client with counterclaims of any kind is excluded, unless the counterclaims are undisputed or have been legally established.

3. advertising agencies, advertising intermediaries

(1) If the placement order between UNICUM TV and a client comes about as a result of a demonstrable placement service provided by an advertising agency or an advertising intermediary, UNICUM TV will decide on a case-by-case basis whether to pay any agency remuneration incurred in an appropriate amount on the net invoice amounts of the placed placement orders.

(2) If the advertising agency or advertising intermediary acts exclusively on a commission basis, UNICUM TV will reach a separate agreement with the advertising agency or advertising intermediary. The same applies if an advertising agency or an advertising agent commissions UNICUM TV to place a clip on its own behalf at the instigation of a customer. In their offers, contracts and invoices with advertisers, advertising agencies and advertising intermediaries should adhere to UNICUM TV’s prices. The communication fee granted by UNICUM TV may not be passed on to the client in whole or in part.

4. assignment of receivables from advertising agencies, advertising intermediaries

(1) If the client is an advertising agency or an advertising agent who commissions UNICUM TV to place clips at the instigation of a customer, the client hereby assigns its claim against its customer in the amount of UNICUM TV’s claim as security for the same. UNICUM TV accepts this assignment.

(2) Upon request, such a client shall provide information on the content of its agreements with its customer. The client further authorizes UNICUM TV to assert contractual and statutory information claims against the client’s customer in its own name. In this case, the customer shall be entitled to collect the assigned claims for UNICUM TV if and insofar as he ensures the proper forwarding of the collected amounts to UNICUM TV. If the customer is unable to provide a guarantee for this, he must inform UNICUM TV of this immediately so that the latter can take action itself on the basis of assigned rights.

(3) This assignment is made to secure all claims of UNICUM TV against the client, including future claims. Once all claims of UNICUM TV have been settled in full, the assignment becomes invalid. If this condition subsequent occurs, the claims automatically revert to the client. In the event of partial settlement, claims assigned to UNICUM TV shall be reassigned to the extent that settlement of the claim has already taken place.

(4) For its part, UNICUM TV is entitled to assign its claims. If a claim assigned in advance falls under the automatic reassignment or reassignment obligation pursuant to paragraph (3), the nominal value of the claim shall be settled by UNICUM TV by payment of a settlement amount. The customer is obliged to inform UNICUM TV immediately of any seizures or other impairments by third parties.

5. advertising material, receipt and quality of advertising material

(1) The client may produce the advertising material for use on UNICUM TV itself or have it produced by an advertising agency. In this case, the client or the advertising agency commissioned by the client is responsible for the timely receipt of the finished advertising clip. The deadline for timely receipt ends 3 days before the start of the advertising campaign.

(2) The client may also have the advertising material for use on UNICUM TV produced by UNICUM TV itself. The necessary documents must be received by UNICUM TV no later than 10 working days before the start of the advertising campaign. UNICUM TV will inform the client immediately of any recognizably unsuitable or damaged originals ((1)+(2)). The benefit period specified in sentence 2 shall be postponed accordingly in such a case. The advertising placements are firmly reserved for the client for the agreed period.

(3) If advertising material is not delivered or not delivered on time or if only unsuitable advertising material is available at the time of delivery, UNICUM TV shall be released from its obligation to perform. However, the client remains obliged to pay the agreed fee. In such a case, UNICUM TV will take into account what UNICUM TV saves as a result of the exemption from performance or acquires or maliciously fails to acquire through other use of its labor. If the advertising measure can still be carried out in parts before expiry of the agreed advertising period, UNICUM TV will carry out the placement for the remaining time; however, the customer’s obligation to pay the full agreed remuneration remains unaffected, whereby UNICUM TV will carry out a set-off within the meaning of sentence 3 with regard to the part of the performance obligation that has lapsed due to the customer’s delay.

(4) UNICUM TV’s obligation to retain the materials / templates ends three months after the last broadcast of the clip presentation. However, the client expressly agrees that UNICUM TV may publish its advertising motifs and clips for its own purposes – even after termination of the contract.

6. rights of use and copyright

(1) The advertising idea developed by UNICUM TV on behalf of the client for an advertising appearance on the one hand, and the computer-graphic realization and sound recording of an advertising idea on the other, are protected works under copyright law. The client may only use these works without written approval from UNICUM TV for advertising purposes in media marketed by UNICUM TV. The client has the right to use these works for advertising purposes in other media against payment of a usage fee.

(2) If the advertising material is provided by the client, the client warrants that it holds all rights necessary for the placement or playback of the advertising material.

(3) The customer shall be liable to UNICUM TV for all damages incurred by UNICUM TV due to infringement of the aforementioned rights and shall indemnify UNICUM TV against all judicial or extrajudicial legal defense and other claims asserted against UNICUM TV by third parties in this respect. The indemnification shall extend to legal fees and court costs, including costs for expert opinions, experts, etc. and shall continue to apply until a legally binding decision has been reached on the legal dispute with the third party. In the case of payments made by UNICUM TV to third parties in this context, the claim for indemnification shall be converted into a claim for payment in favor of UNICUM TV, unless the payment is made on the basis of an unjustified claim by the third party. In the event of payment to third parties, UNICUM TV shall provide the client on request with all information necessary for the assessment of the entitlement.

7. content of the advertising

(1) The client’s advertising measures may neither have political content nor violate legal or official regulations. The client bears sole responsibility for the legal admissibility of its advertising measures and expressly indemnifies UNICUM TV against all third-party claims, in particular those arising from copyright or competition law infringements. The provisions contained in § 7 shall apply mutatis mutandis to the modalities of this exemption. If there are justified legal or moral objections to the placement of the advertising measure due to its content, origin or technical form (in particular, for example, due to the General Equal Treatment Act), UNICUM TV is entitled to withdraw from the contract without observing a period of notice.

(2) Furthermore, UNICUM TV is entitled to reject individual clip presentations within the scope of an order if the content of the advertising deviates from the contractually agreed advertising object and thus violates UNICUM TV’s contracts with third parties.

(3) UNICUM TV has the right to withdraw from the contract if universities or other network partners reject the content of the commercial or the advertised customer. UNICUM TV shall be indemnified against all recourse claims that may arise from this withdrawal.

(4) Advertising on UNICUM TV screens is played without sound.

8. competition

Any protection against competition from the client’s competitors is expressly excluded, unless explicitly agreed in writing.

9. duration, placement, locations

(1) The advertising measures of UNICUM TV’s clients shall be carried out during the contractually agreed placement period during the opening hours of the respective occupied locations. There is no entitlement to a specific placement within the broadcast loop.

(2) 3% of the booked broadcasting time, calculated on the total duration of the advertising campaign, shall be available to UNICUM TV for maintenance and repair purposes (downtime). UNICUM TV will make up for or reimburse any additional downtime where possible.

(3) UNICUM TV reserves the right to change the placement and size of the display areas within a location in a manner that is reasonable for the client, if this is necessary for technical or other reasons.

10. termination

The termination of an order for the publication of advertising on UNICUM TV must be made in writing or by e-mail. If an order that has already been placed is canceled up to 10 weeks before the agreed start of placement, 25% of the order volume will be charged. In the event of cancellation up to two weeks before the agreed start of placement, 50% of the order volume will be charged. In the event of cancellation before the agreed start of placement, 75% of the order volume will be charged. Cancellation is no longer possible during the agreed placement period, so the full order value will be charged.

11. warranties

(1) The statutory provisions shall initially apply to the warranty. In addition, the parties agree: The client, who is an entrepreneur, must give written notice of obvious defects within a preclusive period of 3 weeks; this obligation does not apply to consumers. If the performance of booked advertising placements becomes impossible due to the termination of a location contract by a location operator, UNICUM TV shall be released from its contractual obligation to broadcast advertising.

12. liability

(1) UNICUM TV shall not be liable for damages resulting from a negligent breach of duty by UNICUM TV.

(2) This limitation of liability does not apply to damages resulting from injury to life, limb or health that are based on a negligent breach of duty by UNICUM TV or an intentional or negligent breach of duty by a legal representative or vicarious agent of UNICUM TV. Furthermore, it does not apply to the liability of UNICUM TV for other damages that are based on a grossly negligent breach of duty by UNICUM TV or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of UNICUM TV. Finally, the exclusion of liability as a whole does not apply to the culpable breach of cardinal obligations that UNICUM TV has under the contract. The term cardinal obligation is understood as an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the client may regularly rely.

13. force majeure

(1) In the event of disruptions to performance due to force majeure for which UNICUM TV is not responsible, UNICUM TV shall be released from its obligation to perform to the extent that performance becomes impossible. Otherwise, the performance period shall be extended to a reasonable extent. Force majeure includes war, riot, strike, lockout, power failure, statutory, official or judicial orders, prohibitions or conditions for which UNICUM TV is not responsible. The customer cannot derive any claims for damages from this. UNICUM TV can only invoke the circumstances mentioned here if the customer has been notified immediately. If UNICUM TV fails to do so, the legal consequences favoring UNICUM TV shall not apply.

(2) These provisions shall apply accordingly if the contractual partner of UNICUM TV, where the advertising medium is located, does not consent to the advertising object and its publication.

14. written form

All agreements, collateral agreements or complaints must be made in writing. An agreement that waives the written form requirement must itself be in writing. This expressly excludes the simplified communication requirements for the contractually agreed written form, which are provided for by law in Section 127 (2) BGB, and a written form requirement based on the model of Section 126 BGB applies, i.e. an amendment based on a document signed by both contracting parties.

15. other

(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.