Allgemeinen Geschäftsbedingungen

1. General Provisions

1.1. These General Terms and Conditions ("GTC") regulate the relationship between INTERSPORT Marketing Services GmbH ("IMS") and its contractual partners ("Advertising Partners") when concluding and processing contracts concerning the placement of advertisements ("Campaigns") on advertising spaces marketed by IMS for this purpose (digital, online, print, etc.), as well as other related services.
1.2. By accepting the offer from the Advertising Partner, these General Terms and Conditions become part of the contract.
1.3. These GTC apply exclusively. Any GTC that the Advertising Partner attaches to their acceptance of the offer shall not apply even if IMS does not expressly object to them.
1.4. The following provisions apply as long as and to the extent that nothing else is expressly agreed upon. Such deviating agreements with the Advertising Partner take precedence over these GTC and must be in written form.

2. Conclusion of Contract

2.1. IMS is bound by its written offer for 14 days, calculated from the date of issuance.
2.2. The contract is concluded when the Advertising Partner accepts IMS’s offer, titled "Order Confirmation."
2.3. Acceptance takes place by signing the Order Confirmation and transmitting it to IMS, with transmission via email sufficing.
2.4. Changes and additions to a contract must be made in text form. If the changes and additions concern the duration of a campaign or pricing, they must be made in written form.
2.5. If the Advertising Partner is an advertising agency or intermediary, they are obliged to name the advertiser before the contract is concluded and to provide proof of business via a commercial register extract.
2.6. If the contract is concluded through an advertising agency or intermediary, they are entitled to an agency commission of 10% of the total net remuneration (excluding VAT) actually paid by the advertiser after deducting any refunds/credits.

3. Prices and Remuneration

3.1. The prices stated in the offers are always exclusive of the applicable statutory VAT.
3.2. Invoices are generally issued after full performance by IMS, which is usually after the end of the campaign. Invoices are to be checked without delay. Objections to the invoice must be raised within 14 days.
3.3. The invoice amount is payable within 14 days of invoicing.
3.4. Discounts, rebates, or other reductions are granted only by agreement in text form.
3.5. The prices are always binding only for the respective campaign. They do not form a basis for new or recurring campaigns with the same or another Advertising Partner.
3.6. IMS is entitled to change the stated prices for the future.
3.7. In case of a commission agreement, the provisions under section 8 apply.

4. Default

If the Advertising Partner is in default, IMS can claim a contractual penalty in addition to its statutory claims. The contractual penalty is calculated as follows:

Default of

5 to 10 days - two percent (2%)
11 to 15 days- five percent (5%)
16 to 21 days- ten percent (10%)
22 to 28 days- fifteen percent (15%)
29 or more days - twenty percent (20%)

of the agreed price.

5. Digital Campaigns

5.1. Digital products include all campaigns via social media, websites, blog posts, digital city-light posters (DCLP), and emailings.
5.2. It is the responsibility of the Advertising Partner to deliver proper, especially format- or technically compliant, including all required content, information, data, files, and other materials completely, error- and virus-free, and in a timely manner, i.e., at least 15 working days before publication.
5.3. If the advertising materials are not delivered on time, incomplete, and/or not according to the technical specifications, IMS is entitled to occupy the intended placements elsewhere until delivery is in accordance with the contract. IMS will execute the contract as possible.
5.4. The formatting and final integration of the advertising materials are handled by IMS. The design and editorial control lies with IMS.
5.5. The advertiser has no claim to a specific placement of the advertising material.
5.6. Before placing the booked advertising material, the final content will be coordinated with the Advertising Partner. IMS will consider all error corrections communicated to it before placement or within the deadline set upon transmission.
5.7. Approval of the advertisement to be placed is given in text form.
5.8. If the advertising material is not published by IMS within the agreed period for reasons attributable to the Advertising Partner, IMS's remuneration claim remains unaffected.
5.9. Subsequent errors must be reported immediately, but no later than within 24 hours of the first placement. After this period, this service by IMS is deemed to be in accordance with the contract.
5.10. IMS expressly guarantees no specific number of unique users (individual users), visits (visits to a domain), page impressions (contacts per website), ad impressions (contact per advertising material on the website), ad views (calls to the website on which the respective advertising material is placed), ad clicks (clicking on the placed advertising material), or a specific ad click rate (ratio of ad views and ad clicks). Such information, for example in the booking confirmation, serves for information purposes only.
5.11. Cancellation of the order is only possible prior to the start of the campaign and must be made in text form.

The following fees apply for order cancellations:

25% from the date of order confirmation
50% up to 3 weeks before the campaign start
90% thereafter

of the agreed net order value plus VAT.

Furthermore, additional costs, especially production and technical costs, as well as costs for creative services, which have demonstrably incurred up to the time of cancellation for the booking, will be fully invoiced to the customer.

6. Print Products

6.1. Print products include all in-store print products, 3rd party OOH products, and print mailings.
6.2. The technical requirements for the advertising materials and content to be delivered and the deadlines for delivery are regulated in the order confirmation.
6.3. All print products will be coordinated with the Advertising Partner before production and must be approved for printing by the Advertising Partner or, if the print templates originate from the Advertising Partner, by IMS. The approval is given in text form.
6.4. IMS designs and produces the advertising materials at its own expense, unless otherwise agreed in writing in advance.
6.5. The Advertising Partner acknowledges that minor deviations in color and tone values due to the printing process are possible and do not constitute a defect.
6.6. The advertising partner must report any defects to IMS immediately, but no later than 3 days after becoming aware of them, in text form. If an advertisement is published defectively for reasons attributable to IMS, IMS will, as far as possible, rectify the defect by providing a replacement publication immediately.
6.7. If the Advertising Partner provides the advertising materials due to a contractual agreement, they must be delivered to the logistics partner of IMS within the deadline specified in the order confirmation. The shipment of the advertising materials will be at the Advertising Partner's own risk and expense.
6.8. In this case (section 6.7), the print templates must be delivered to IMS within the deadline specified in the order confirmation. They must be delivered in flawless condition on an error- and virus-free data carrier. The Advertising Partner is solely responsible for the content and its legality.
6.9. For all in-store media, IMS reserves the right to post the advertising materials at its own expense and for a limited period on advertising spaces in other equivalent stores if the originally contracted advertising spaces are temporarily unavailable in the store. In such cases, IMS will inform the client immediately and propose other advertising spaces available as a replacement. If the client is not interested in the specified replacement spaces, they are entitled to withdraw from the contract regarding the affected advertising spaces. If the client does not object in writing within 5 calendar days after being informed, consent to the placement of their advertising materials on the specified replacement spaces is deemed to have been granted.
6.10. If IMS cannot carry out the campaign or cannot carry it out on time because the advertising materials or print templates were not delivered or were delivered late or not in the required format or quantity, without IMS being at fault, the remuneration claim of IMS remains unaffected. However, saved expenses will be deducted.
6.11. IMS is not obliged to store and/or return the transmitted advertising materials to the advertiser.
6.12. Cancellation of the order is only possible until the start of the campaign in written form.

The following fees apply for order cancellations:

25% from the date of order confirmation
50% up to 3 weeks before the campaign start
90% thereafter

of the agreed net order value plus VAT.

7. Promotional Campaigns, Pop-Up Spaces & Window Displays

7.1. Advertising spaces/pop-up spaces and window displays are part of a pre-defined area in the department store. Promotional campaigns are all such campaigns that are neither digital nor print campaigns, e.g., product displays.
7.2. The Advertising Partner is obliged to submit a scale drawing (mock-up) of the space and/or window before booking the space or campaign. This drawing must include dimensions as well as a list of the products to be placed on the highlight area and in the window, including item name, item number, color, size, quantity, and image.
7.3. If store visitors come into contact with the products on the advertising space, e.g., use a displayed fitness device, the Advertising Partner is obliged to take all necessary safety precautions to prevent damage to persons and property as part of the campaign. This includes ensuring the stability and slip resistance of the product or the associated action area as well as marking danger zones and complying with relevant safety standards. The Advertising Partner is obliged to ensure safety throughout the entire campaign period. IMS assumes no liability for damages resulting from a breach of these obligations unless these damages are due to gross negligence or intent on the part of IMS.
7.4. The approval of the campaign is given in text form.
7.5. The shipment of store construction elements, decorations, and similar items to the retailer is at the expense and risk of the Advertising Partner.
7.6. The complete installation is generally carried out by the Advertising Partner unless contractually agreed otherwise. All installation elements (including additional store construction, decorations, displays, busts, figures, etc.) are provided by the Advertising Partner. Tools, including ladders, must be brought along for installation and dismantling or can alternatively be delivered by a shipping company on the installation day if the delivery is received by the Advertising Partner themselves. The same applies to collection after dismantling. It is the responsibility of the Advertising Partner to secure the items brought in against loss through appropriate measures. IMS assumes no liability for the loss or damage of items brought in by the Advertising Partner unless the loss or damage is due to gross negligence or intent on the part of IMS.
7.7. Any changes made by the Advertising Partner to the space or store as part of the campaign, such as screws, suspensions, or changes to wall colors, must be restored to their original state at their own expense after the campaign ends. The Advertising Partner is obliged to leave the space as they found it. If the Advertising Partner does not immediately remove these advertising materials after the end of the campaign, the following storage costs will be incurred after one week from the campaign end:

€250.00 per store for the started 2nd week after campaign end, then additionally
€550.00 per store for the started 3rd week after campaign end, then additionally
€550.00 per store for the started 4th week after campaign end, then additionally
disposal of the advertising materials/tools and installation elements at the expense of the Advertising Partner after 4 weeks.

7.8. If, due to a contractual agreement, IMS is responsible for setting up and dismantling the spaces, it is not obliged to store and/or return the transmitted advertising materials to the advertiser. Even in this case, the Advertising Partner is obliged to remove their advertising materials, installation elements, and tools (section 7.6) from the store immediately after the campaign ends. If this does not happen, the Advertising Partner must bear the costs of disposal.

7.9. If IMS decides to temporarily store the items, the following costs will also be incurred:

€250.00 per store after one week from campaign end for each started week
disposal of the advertising materials/tools and installation elements at the expense of the Advertising Partner after 4 weeks.

7.10.Waste and packaging materials, etc., cannot be stored at the retailer's location over the campaign period and must be disposed of individually or stored elsewhere. If this does not happen, IMS reserves the right to invoice the Advertising Partner for the documented disposal costs incurred.
7.11. If a promotional campaign or a window display is terminated early by the Advertising Partner without IMS being at fault, IMS's remuneration claim remains unaffected. However, saved expenses will be deducted.
7.12. If promoters are planned for the promotional campaign, the Advertising Partner must provide the promoters. By agreement, IMS can arrange for promoters. In this case, the contract is concluded between the promoter or the promoter service provider and the Advertising Partner. The promoters are neither agents nor vicarious agents of IMS.
7.13. Cancellation of the order is only possible until the start of the campaign in written form.

The following fees apply for order cancellations:

25% from the date of order confirmation
50% up to 3 weeks before the campaign start
90% thereafter

of the agreed net order value plus VAT.

8. Commission Agreement

8.1. If a commission agreement is concluded for the advertising materials, the Advertising Partner undertakes to deliver the campaign goods in perfect condition and on time before the start of the campaign. They must contact the retailer at least 14 days before the campaign starts.
8.2. IMS obliges the retailers to present and advertise the campaign goods in an appropriate, appealing, and target group-oriented manner throughout the campaign.
8.3.The Advertising Partner informs IMS whether they prefer invoicing before or after the campaign. Depending on this preference, the rules under section 8.4 or section 8.5 apply.
8.4. Model 1: Invoicing after the campaign
8.4.1. Invoicing takes place after the respective advertising campaign ends. Only the actually sold campaign goods of the Advertising Partner are invoiced. The settlement is based on the sales figures reported by the retailers.
8.4.2. The respective retailer is obliged to provide an orderly listing of the sold campaign goods to IMS after the campaign ends. The listing must include the number of sold units, the item number, and the respective location.
8.4.3. IMS informs the retailer that the sales listing must be kept correctly and completely and must be transmitted to the Advertising Partner immediately after the campaign ends.
8.4.4. IMS issues an invoice to the Advertising Partner after receiving the listing (section 8.4.2) for the sold campaign goods.
8.4.5. Payment is due within 14 days of invoicing.
8.4.6. The return of the campaign goods must occur within 7 days. The advertising partner shall provide a point of contact responsible for assisting with the return process. Additionally, the advertising partner is obligated to provide the store with a valid return address as well as all necessary information for the return of the unsold campaign goods.
8.4.7. The Advertising Partner is responsible for timely issuing credit notes for the unsold campaign goods and crediting the retailer.
8.4.8. The return of unsold goods is at the expense and risk of the Advertising Partner. The retailer is obliged to pack the goods properly and hand them over to an appropriate shipping service provider. With the handover to the shipping service provider, the risk of accidental loss passes to the Advertising Partner.
8.4.9. If the Advertising Partner does not support the reverse processing and the goods are initially stored, the following costs will be incurred:

€250.00 per store after one week from campaign end for each started week
disposal of the advertising materials/tools and installation elements at the expense of the Advertising Partner after 4 weeks.

8.5. Model 2: Invoicing before the campaign
8.5.1. Invoicing takes place before the campaign starts. The retailer pays in advance and receives the campaign goods against prepayment.
8.5.2. After the campaign ends, the Advertising Partner issues a credit note for the unsold campaign goods.
8.5.3. The return of the campaign goods must take place within 7 days. The Advertising Partner undertakes to take all necessary measures to support the reverse processing of the unsold campaign goods.
8.5.4. The return of unsold goods is at the expense and risk of the Advertising Partner. The retailer is obliged to pack the goods properly and hand them over to an appropriate shipping service provider. With the handover to the shipping service provider, the risk of accidental loss passes to the Advertising Partner.
8.5.5. If the Advertising Partner does not support the reverse processing, the goods will initially be stored. The costs for storage also apply here according to the storage agreement in section 8.4.9
8.5.6. The retailer is obliged to provide an orderly listing of the sold campaign goods to IMS after the campaign ends. The listing must include the number of sold units, the item number, and the respective location.
8.5.7. IMS informs the retailer that the sales listing must be kept correctly and completely and must be transmitted to the Advertising Partner immediately after the campaign ends.
8.5.8. The credit note for unsold campaign goods will be credited to the retailer within 14 days after the listing (section 8.5.6) is transmitted.

9. Force Majeure

9.1. If the performance of a contract is wholly or partially excluded for reasons for which IMS is not responsible and which are not due to force majeure (section 9.2), the Advertising Partner owes the full remuneration; however, saved expenses will be deducted.
9.2. If the performance of the contract is excluded due to force majeure, i.e., due to an external event that is not related to operations and cannot be averted even with the utmost reasonable care (e.g., strike, disruptions from third parties such as official measures that are not due to any fault of the respective party), the parties are obliged to immediately seek an adjustment of the contract, especially a postponement of the campaign to a comparable period.
9.3. If a postponement or other adjustment is not possible in individual cases, taking into account all circumstances and mutual interests, the parties may withdraw from the contract or terminate it without further notice.
9.4. The Advertising Partner must in any case bear the production costs incurred by IMS up to that point and proven. Other expenses or non-verifiable costs are not reimbursed.
9.5. For assessing the feasibility of the campaign, only the day of the campaign start is decisive unless circumstances indicate otherwise. If a campaign is canceled by the Advertising Partner before this point, IMS can charge the applicable cancellation fee for the respective advertising material of up to 70% of the agreed remuneration if it turns out that the campaign was feasible by the originally planned start date. The amount of the cancellation fee is based on the services already rendered and the expenses incurred.

10. Liability

10.1. IMS is entitled to require the Advertising Partner to take out product liability/insurance with a coverage amount of up to €10 million per personal and/or property damage or to adjust the coverage amount of an existing insurance policy and to make the execution of the campaign dependent on proof of the conclusion or adjustment of the insurance. Insurance documents must be provided to IMS upon request immediately. If the conclusion of insurance is required by IMS only after the conclusion of the contract and the Advertising Partner is not willing to take out such insurance or increase the coverage amount, IMS is entitled to withdraw from the contract. The Advertising Partner must in any case bear the proven production costs of IMS incurred up to that point.
10.2. IMS is liable without limitation according to the Product Liability Act and for injury to life, body, and health, and if IMS is at fault due to intent, gross negligence, or fraud.
10.3. IMS is not liable for the loss or damage of advertising materials or products, materials, and other items displayed by the Advertising Partner in the stores unless IMS is at fault due to intent or gross negligence.
10.4. IMS's strict liability according to § 536a para. 1 alt. 1 BGB is excluded unless the defect was fraudulently concealed.
10.5. In all other respects, IMS is liable for slight negligence only in the event of a breach of essential contractual obligations, i.e., obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose fulfilment the Advertising Partner regularly relies (cardinal obligation). The limitation also applies to the legal representatives, executive employees and agents of IMS. Liability is limited in amount to the foreseeable and typical damages at the time the contract was.

11. Protection Rights

11.1. The Advertising Partner guarantees that all data and content provided by them, especially their advertisements and the websites to which the respective advertisements refer, are designed in such a way that they do not violate legal regulations, in particular that they comply with youth protection, press, competition, trademark, copyright, data protection, criminal and media law regulations. The Advertising Partner further guarantees that the data and content provided by them do not infringe the rights of third parties, in particular, do not violate name, image, and personality rights as well as data protection regulations.
11.2. IMS has no obligation to check the advertisements before and during a campaign.
11.3. In the event of a violation against section 11.1, the Advertising Partner shall irrevocably indemnify IMS from all resulting costs, including the costs of legal defense, in full upon first request.
11.4. IMS is entitled to reject or interrupt the campaign as long and as far as there is suspicion of an illegal advertisement, especially due to the violation of third-party rights, or if state authorities are investigating. The remuneration claim of IMS remains unaffected.
11.5. For all works transmitted, the Advertising Partner grants IMS the non-exclusive, transferable, sublicensable, unlimited in time and space right to reproduce and distribute, as well as the right to archive, for the purposes of the contract.
11.6. IMS may use the transmitted advertisements for reference purposes and disclose the business relationship to third parties, subject to the provisions of section 12. The Advertising Partner agrees that IMS may use the name and logo on its website and in social posts, sales decks, and inbound marketing measures as a reference. The right of use also extends to image proofs of the partner and the use for contractual key performance indicators.

12. Confidentiality
12.1. The contracting parties undertake to keep all details of the contractual relationship, in particular prices, conditions, and business secrets, which become known to them in the course of the contractual execution, strictly confidential and not to disclose them to third parties.

12.2. IMS reserves all ownership and copyright rights to the transmitted documents and other aids.
12.3. Copies of documents and information of any kind are only permitted if they are necessary for the purpose of fulfilling the contract. They are to be destroyed after the execution or settlement of the contractual relationship, provided there are no legal retention obligations.

13. Final Provisions

13.1. If the Advertising Partner is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is Heilbronn. IMS is entitled to assert its own claims at the general place of jurisdiction of the Advertising Partner.
13.2. These General Terms and Conditions are governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention.
13.3. The invalidity of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. Instead of the invalid provision, the valid regulation that comes closest to the economic purpose of the invalid provision shall be deemed agreed, as far as this is legally permissible.