General Terms and Conditions

General Terms and Conditions of targeting360 GmbH

The following contractual terms and conditions of targeting360 GmbH (hereinafter referred to as targeting360) apply exclusively to companies, legal entities under public law and special funds under public law. Any deviating terms and conditions of the client shall only be valid if they have been expressly confirmed in writing by targeting360.

1 – Conclusion of contract and service content

Offers made by targeting360 are always subject to change and non-binding. Brochures, circulars, newsletters and other product descriptions are not offers to conclude a contract.
The Client receives a booking order signed by both parties from targeting360. The contract between the Client and targeting360 is concluded when the Client receives this booking order signed by both parties.
The scope of the contractual service is determined by the content of the signed
targeting360 reserves the exclusive property rights and copyrights to all cost estimates, concepts, offers and other documents created by targeting360. All of the aforementioned documents are intended exclusively for the respective Client and may not be passed on to third parties without the prior consent of targeting360. At targeting360’s request, these documents must be returned to targeting360 without delay.

2 – Prices and terms of payment

All prices are subject to the applicable statutory value added tax.
Unless otherwise agreed in individual cases, targeting360 shall invoice the Client for the remuneration incurred on a monthly basis.
Unless otherwise agreed in individual cases, all invoices from targeting360 are due for payment without deduction within 14 days of receipt. Payments are to be made free of costs and charges for targeting360. Bills of exchange are not accepted by targeting360 as a means of payment.
The Client is only entitled to offset if its claims have been legally established or are not disputed by targeting360.

3 – Obligations of the client to cooperate and indemnify

The Client is obliged to provide all necessary cooperation, in particular to deliver all content and materials (texts, images, logos, etc.) to be included in the respective advertisement in a form and quality suitable for implementation by targeting360 in good time and to provide all other information, data and documents required for targeting360’s services in good time and to submit declarations on requested approvals of services without delay.
In order to ensure meaningful logging and evaluation of activities and business transactions by targeting360, the client should limit references to opportunities for telephone orders to the bare minimum.
The Client is solely responsible for materials and content provided by the Client. Furthermore, the Client undertakes vis-à-vis targeting360 not to violate any legal regulations and prohibitions, morality, third-party rights (such as in particular copyrights, name, trademark and brand rights, personal rights or data protection rights, etc.) through the advertisements or to realize any facts relevant to criminal or regulatory offences (in particular content that endangers the democratic rule of law, glorifies violence, is pornographic or harmful to minors) or to damage any data or data systems (in particular through viruses, Trojans or other programs). targeting360 expressly assumes no obligation to carry out such checks. However, targeting360 is entitled to discontinue the further provision of its services if it becomes aware that the advertisements violate the law or rights.
Should third parties assert claims against targeting360 due to possible legal violations, the Client undertakes to indemnify targeting360 from any liability and to reimburse targeting360 for any expenses and damages incurred as a result, including the costs of legal defense.
The Client must immediately check the lists of remunerated contacts provided by targeting360 and return the check result to targeting360 without delay.

4 – Performance deadlines and obstacles / warranty

All services of targeting360 are only provided within the scope of the existing operational, organizational and technical possibilities. targeting360 undertakes, however, to keep its facilities for the provision of services in good working order and to adapt them to technical progress and general market conditions.
Compliance with agreed performance deadlines requires the timely receipt of all documents to be provided by the Client, necessary approvals and releases, in particular of data and materials (texts, images, logos, etc.) and, in the case of the use of data services, the availability and error-free functioning of the equipment required for data reception by the Client. If these requirements are not met in time, any agreed service deadlines shall be extended accordingly; this shall not apply if targeting360 is responsible for the delay.
Interruptions or delays in performance due to force majeure or due to other events that make it temporarily or permanently impossible or unreasonably difficult for targeting360 to perform, without targeting360 being at fault, and which could not have been avoided with the diligence of a prudent businessman, interrupt targeting360’s obligation to perform for the duration of their duration and to the extent of their effect. This also applies if targeting360 is already in default of delivery. Events in the aforementioned sense include strikes and lockouts, technical failures at other operators of telecommunication systems, transmission paths or networks, power failures, fire, natural disasters, acts of violence by third parties, misuse, in particular excessive use of targeting360’s services, the occurrence of computer viruses and official interventions. Insofar as targeting360 uses third parties to provide its own services, targeting360’s obligation to perform is subject to the proviso that the contractually obligated third party performs correctly and on time; if this is not the case, targeting360 will inform the Client immediately.
If events within the meaning of the above paragraph lead to the permanent impossibility or to a permanent significant impairment of the services, targeting360 and the Client are finally released from the obligation to further fulfill the contract as of the occurrence of the event.
If one of the contracting parties cannot reasonably be expected to continue to adhere to the contract for the duration of the impediment to performance, this contracting party shall be entitled to terminate the contract for cause.
targeting360 does not guarantee that certain minimum sales will be achieved by means of targeting360’s services.

5 – Liability

targeting360 is liable for any negligent or intentional breach of main contractual obligations (cardinal obligations), in particular obligations which, if breached, would jeopardize the purpose of the contract, undermine essential rights of the Client or essential obligations of targeting360, and obligations which make the proper execution of the contract possible in the first place.
Otherwise, targeting360 is only liable for intentional or grossly negligent behavior on the part of targeting360, its legal representatives or vicarious agents. This also applies to all cases of impossibility, default, positive breach of contract, tortious claims and culpa in contrahendo.
targeting360’s liability for damages is limited to the foreseeable damage typical for this type of contract, unless targeting360 is liable for grossly negligent or intentional breach of cardinal obligations (see Section 1) or for intentional or grossly negligent behavior on the part of targeting360, its legal representatives or vicarious agents.
The above limitations of liability do not apply if targeting360 is liable under the Product Liability Act or other producer liability. Furthermore, they do not apply in the case of liability based on a guarantee assumed by targeting360 or a procurement risk of targeting360, or in the case of liability for injury to life, limb or health. Furthermore, the above limitations of liability do not apply if targeting360 enjoys cover under a liability insurance policy.
Texts, templates, image material and files that the Client provides to targeting360 in the context of the provision of its services are not checked by targeting360 for their admissibility under licensing, trademark or competition law. In this respect, the responsibility for admissibility lies exclusively with the Client. In this respect, targeting360 expressly assumes no liability.

6 – Confidentiality

The Client must treat as confidential any information that it receives from targeting360 within the scope of the business relationship and that is either marked as “confidential” or constitutes a business or trade secret of targeting360. It will only make this information available internally to those employees who need it to fulfill their obligations. In doing so, the Client must ensure that these employees are subject to the same confidentiality regulations as the Client is vis-à-vis targeting360.
At targeting360’s request, all information originating from targeting360 – including any copies or backups made by the Client – must be returned to targeting360 immediately or verifiably destroyed.
If there are any uncertainties regarding the classification of information as “confidential” or as a business or trade secret of targeting360, the Client is obliged to clarify the classification with targeting360 before using the information.

7 – General provisions

Should a provision of these terms and conditions and the other agreements made be or become invalid, this shall not affect the validity of the terms and conditions. The Client and targeting360 are obliged to replace the invalid provision with a provision that is equivalent in its economic success.
The contractual relationship between targeting360 and the Client shall be governed exclusively by German law, excluding the conflict of laws provisions.
For all mutual claims arising from the contractual relationship between targeting360 and the Client, Nuremberg is agreed as the exclusive place of fulfillment.
If the Client is an entrepreneur, a legal entity under public law or a special fund under public law, the Nuremberg Regional Court shall have jurisdiction for all disputes arising from property law claims between targeting360 and the Client, unless a different exclusive place of jurisdiction is established. targeting360 is, however, free to sue the Client at its general place of jurisdiction as well