Below you will find the general terms and conditions of ZANATTA MEDIA.
1. SCOPE OF APPLICATION
1.1
These General Terms and Conditions apply to all contractual relationships between ZANATTA MEDIA GmbH, Leibnizstraße 65, 10629 Berlin, (hereinafter referred to as: "ZANATTA MEDIA") and its advertising clients (hereinafter referred to as "Clients") in the version valid at the time the brokerage services are utilized. Deviating agreements, supplements, as well as arrangements, assurances, and the like are only binding if ZANATTA Media confirms them in writing or in text form, and in such cases, only for the specific service for which they were agreed.
1.2
These conditions also apply to all future business relationships between the contracting parties.
1.3
Other terms and conditions shall not become part of the contract, even if ZANATTA MEDIA does not directly and expressly object to them.
2. CONCLUSION OF CONTRACT
2.1
The services presented by ZANATTA Media do not constitute a binding contractual offer. A valid contract for work and services is only concluded upon binding acceptance of the offer. The Client hereby waives the receipt of a declaration of acceptance within the meaning of Section 151 sentence 1 of the German Civil Code (BGB). ZANATTA Media informs the Client of the conclusion of the contract by means of an order confirmation. This can also occur implicitly through the commencement of the services owed by ZANATTA MEDIA in accordance with the respective media plan created or confirmed by ZANATTA Media.
2.2
If the client's inquiry is submitted electronically, ZANATTA MEDIA reserves the right to confirm receipt of the inquiry and to list its details. This confirmation of inquiry does not constitute a binding acceptance of the client's inquiry but merely serves to inform the client that their inquiry has been received by ZANATTA MEDIA.
2.3
All agreements require written form to be effective.
3. OBLIGATIONS OF THE CLIENT
3.1
The client is obligated to assist ZANATTA MEDIA in providing its services. In particular, the client undertakes to provide ZANATTA MEDIA with all information necessary for the provision of its services, free of charge, completely, and without restriction.
3.2
The client is obligated to transmit all information and data materials required for the provision of the service to ZANATTA MEDIA completely and technically flawless in a timely manner, but no later than five working days before the agreed online publication or placement. The technically flawless condition of the advertising materials includes, in particular, the specifications provided in the agreement, such as file formats, format sizes, and transmission method. The client further undertakes to inform ZANATTA MEDIA in a timely manner, but no later than five working days before the agreed implementation, about any changes regarding the provided advertising materials and to transmit these changes completely and technically flawlessly to ZANATTA MEDIA. The client must ensure that the information to be provided, especially data materials, complies with the agreed technical requirements. Otherwise, ZANATTA MEDIA is authorized to make the necessary technical adjustments.
3.3
In the event of late, incomplete, and/or non-compliant delivery of the advertising materials with the technical specifications, ZANATTA MEDIA is entitled to fill the scheduled online publication in the network or the scheduled placement elsewhere.
3.4
ZANATTA MEDIA assumes no responsibility for the material delivered and is, in particular, not obliged to store it beyond the agreed contract term or to return it to the client.
4. GRANTING OF RIGHTS, RESPONSIBILITY FOR ADVERTISING MATERIALS AND ADVERTISING CONTENT, INDEMNIFICATION
4.1
The client guarantees that they hold all necessary rights of use (copyrights, trademark rights, and other rights) to the advertising materials and texts provided by them and the content depicted therein, and that they can freely dispose of these rights. The client grants ZANATTA MEDIA all rights of use (copyrights, trademark rights, and other rights) necessary for the execution of the agreement to the extent required for the provision of the service.
4.2
The Client guarantees that the advertising materials provided by them and the respective advertising method do not violate legal regulations or public decency.
4.3
The client must ensure that the services commissioned by them, particularly advertising, do not infringe upon the rights of third parties. The client is solely responsible for the legal admissibility of the advertising materials provided by them. ZANATTA MEDIA does not check whether advertising materials provided by the client for online publication or placement in the network may be used for the agreed service, whether they are lawful, or whether they infringe upon the rights of third parties. ZANATTA MEDIA is nevertheless entitled, but not obligated, to conduct a content review of the advertising.
4.4
ZANATTA MEDIA is entitled, but not obligated, to remove inadmissible advertising and links to content that violate legal provisions, either wholly or partially, from networks at any time, or to modify them so that they comply with legal provisions. The client will be informed by ZANATTA MEDIA about the respective measure.
4.5
The client indemnifies ZANATTA MEDIA against all asserted claims, costs, and damages of third parties arising from the use of advertising materials that are inadmissible, unlawful, or encumbered with third-party rights. This also applies to content and links associated with the client's content. The indemnification also extends to the resulting legal costs.
5. REMUNERATION, TERMS OF PAYMENT, SET-OFF AND RETENTION RIGHTS / JEOPARDY TO CLAIM, CANCELLATION FEES
5.1
UPON CONFIRMATION OF THE OFFER, A CONTRACT FOR WORK AND SERVICES IS CONCLUDED.
The agreed remuneration is due 50% in advance, with the remaining 50% due at the end of the measures, and must be paid by the client within 10 working days of receipt of the invoice. All fees stated by ZANATTA MEDIA are net fees and are understood in Euros plus the currently applicable statutory value-added tax, currently 19%.
5.2
If the client defaults on payment, ZANATTA MEDIA is entitled to demand default interest at the statutory rate. Furthermore, in this case, ZANATTA MEDIA is entitled to withhold further services, to invoice all other services already rendered, and to make the provision of further services dependent on the advance payment of the remuneration incurred for them. This also applies if an application for the opening of insolvency proceedings against the client's assets is filed.
5.3
If installment payment has been agreed upon, the entire remaining claim becomes due if the Client is in default, in whole or in part, with at least two consecutive installments.
5.4
The Client may only set off an undisputed or legally established counterclaim. The assertion of a right of retention is only permitted to the Client if it is based on the same contractual relationship and the underlying counterclaims are undisputed or legally established.
5.5
If the client cancels their order after it has been effectively accepted by ZANATTA MEDIA, the client must pay cancellation fees amounting to 100% of the net fee attributable to the canceled order. Services already rendered (consulting services or media placements) must be paid for at 100%.
6. WARRANTY RIGHTS / OBLIGATIONS TO INSPECT AND NOTIFY DEFECTS
6.1
If there is only an insignificant impairment of the services owed by ZANATTA MEDIA, ZANATTA MEDIA may, at its own discretion or by agreement, provide subsequent performance or assign its existing warranty claims against third parties to the client. A claim for reduction of remuneration or withdrawal exists only if subsequent performance fails or is unreasonable for ZANATTA MEDIA, or if the assigned claims are unenforceable.
6.2
The client is obligated to review the services rendered by ZANATTA MEDIA and must report any complaints in writing within 48 hours of acceptance. If no complaint is made within this period, the services rendered by ZANATTA MEDIA are deemed to be in accordance with the contract.
7. EXTRAORDINARY TERMINATION
7.1
ZANATTA MEDIA has the right to terminate the contract extraordinarily if the behavior of the client or their vicarious agents violates applicable law or obligations under these GTCs.
7.2
In particular, ZANATTA MEDIA is entitled to extraordinary termination if the client has not met their payment obligation despite repeated requests, or violates provisions of these General Terms and Conditions despite a prior warning.
8. LIABILITY
Regardless of the legal basis, ZANATTA MEDIA's liability is limited to intentional and grossly negligent fault. The limitation of liability does not apply to the culpable breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the contracting party may regularly rely (cardinal obligations). If neither intent nor gross negligence is present, ZANATTA MEDIA's liability for the breach of essential contractual obligations is limited to the amount of damage that was foreseeable at the time the contract was concluded, based on the circumstances known at that time (foreseeable typical contractual damage).
8.2
The limitation of liability according to Section 5.1 does not apply to claims for damages due to injury to life, body, or health, insofar as they concern guarantees, and for liability under the Product Liability Act.
8.3
If and to the extent that the liability of ZANATTA MEDIA is excluded or limited, this also applies to the personal liability of the employees, staff, representatives, and vicarious agents of ZANATTA MEDIA.
8.4
Claims for damages against ZANATTA MEDIA expire after twelve months from their occurrence, unless they are based on a tortious or intentional act.
9. CONFIDENTIALITY, DATA PROTECTION
9.1
The parties undertake to treat all information and data they receive from the other party in connection with the execution of this contract as confidential.
9.2
The client is hereby informed that ZANATTA MEDIA stores, processes, and uses the client's personal data for contractual purposes in accordance with data protection regulations. This data will only be disclosed to the extent necessary for the purpose of contract execution. The client agrees to this disclosure of their data insofar as it is necessary and required for the fulfillment of the contractual relationship between ZANATTA MEDIA and the client.
10. AMENDMENT OF THE GENERAL TERMS AND CONDITIONS
10.1
ZANATTA MEDIA reserves the right to amend or renew these GTCs at any time with future effect, without any separate obligation to notify the client. The currently valid version of the GTCs will be posted on the website www.zanatta.de.
11. FINAL PROVISIONS
11.1
For contracts with merchants, the place of performance for both parties is the registered office of ZANATTA MEDIA.
11.2
German law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3
Insofar as the Client is a merchant, a legal entity under public law, or a special fund under public law, Berlin is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Client has no general place of jurisdiction in Germany.
11.4
Should a provision of these general terms and conditions be invalid or lose its validity later, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a provision that comes closest to the invalid provision.