A. General Terms and Conditions for Out-of-Home Advertising
(“General T&Cs OoH Advertising”)

status 06/2024

1.1 These General Terms and Conditions for Out-of-Home (“OoH”) Advertising Services, especially but not exclusively on the premises or grounds of universities (of applied sciences) and Studierendenwerke [associations for student affairs], (hereinafter referred to as “General T&Cs OoH Advertising”), of Deutsche Hochschulwerbung und -vertriebs GmbH (hereinafter referred to as “we/us” or “Deutsche Hochschulwerbung”) apply exclusively to businesses within the meaning of Section 14 BGB [German Civil Code] i.e. natural persons or legal entities which, when concluding a legal transaction, are acting in the performance of their commercial or independent professional activities (hereinafter referred to as “Customer”).

1.2 Business relations with the Customer concerning OoH advertising services shall be governed exclusively by our General T&Cs OoH Advertising and any individual contractual agreements made with the Customer. Differing General Terms and Conditions of the Customer – especially General Terms and Conditions of Purchase – shall only apply if and to the extent that we expressly recognise them in writing. Our silence regarding such differing General Terms and Conditions shall not be deemed to be recognition or consent, and this shall also apply to future contracts. Where our General T&Cs OoH Advertising are implemented in business with the Customer, they shall also apply to all further business relations of the same kind between the Customer and ourselves, unless otherwise expressly agreed in writing.

1.3 Our General T&Cs OoH Advertising shall apply in place of any General Terms and Conditions of the Customer, even if, according to such Terms and Conditions, acceptance of an order is laid down as the unconditional recognition of the General Terms and Conditions or we perform after the Customer has indicated the validity of the Customer’s General Terms and Conditions, unless we have expressly waived the validity of our General T&Cs OoH Advertising in writing.

1.4 Where and insofar as the object of our contractually agreed services is also promotions in the context of booking areas for activities such as the distribution of flyers and/or promotional gifts, promotional games etc. (hereinafter collectively referred to as “Promotions”), the “Additional Terms and Conditions for Promotions” printed under Part B. at the end of these General T&Cs OoH Advertising shall additionally apply.

2.1 Our quotations are subject to change and not binding, unless they were expressly identified as binding. If the Customer places an order based on quotations subject to change (such as by countersigning the quotation or by separate purchase order), a contract shall be concluded, also in day-to-day business, only by our written order confirmation (sufficient also by email), if the Customer requests such confirmation. In all other cases, the contract shall be concluded by performance of the service. If an order confirmation is provided by us, this alone shall govern the content of the contract, in particular the scope of the services and the time of performance.

2.2 Object of the order is the service agreed according to paragraph 2.1 above but not a specific (economic) effect, unless expressly agreed in writing or text form. In particular, Deutsche Hochschulwerbung is on no account responsible for the achievement of a specific advertising effectiveness. The services also do not involve any questions of legal form or admissibility. We assume no liability for the usability of our services for a purpose intended by the Customer other than mandatory statutory liability.

2.3 Reference to standards, similar technical regulations and technical, economic or other information, descriptions and illustrations of the services to be provided in quotations and brochures and our advertising shall constitute a property of our services only when we have expressly declared the quality to be a “property of the service”. These are otherwise non-binding, general specifications of services.

2.4 We shall only be deemed to have given a guarantee if we have designated a property and/or a contractual performance in writing as “guaranteed by law”.

2.5 Unless otherwise agreed in writing or text form, we can use specialised subcontractors at our discretion to execute the order.

2.6 We shall examine and take into account at our own discretion any change requests by the Customer with regard to the contractually agreed services if this is possible within the framework of capacities and scope of expenditure planning and scheduling. If such changes affect the terms and conditions of the contract, the parties shall agree an adjustment of the contract, in particular in relation to remuneration and service time/periods. If agreement is not reached about this, we shall not be obliged to provide the Customer’s change request regarding the agreed services.

2.7 We are entitled to commission third parties – in whole or in part – for and in the context of the fulfilment of our obligations towards the Customer and to make use of their services for the purpose of fulfilling the contract with the Customer.

2.8 Unless expressly agreed as part of our services, we shall not be obliged to ensure industry exclusivity for the Customer. In particular, we shall also be free to install or run advertising media and content from competitors of the Customer in the respective areas of the interested third party.

3.1 The Customer shall specify a contact person to us, as central contact partner in all project matters for the agreed service period, who can make binding decisions for the Customer during performance of the contract and shall be available to exchange necessary information. Necessary decisions of the Customer are to be effected by the contact partner without delay and documented by the parties jointly in writing, if possible immediately thereafter.

3.2 The Customer undertakes to support us in our performance of the services free of charge to a reasonable and necessary extent and to create in the Customer’s sphere all the conditions necessary for the proper execution of the order and to provide cooperation. In particular, the Customer shall provide in due time all advertising content, spots, print materials necessary for performance of the service to the extent covered by the service (see here also Article 8.) as well as all other documents, information and data carriers etc. significant for performance of the service and shall notify us of all processes and circumstances significant for performance of the service, even if they only become known during our activities.

3.3 The cooperation to be provided by the Customer constitutes authentic obligations and not only mere incidental obligations. If and insofar as the Customer does not provide the services owed by the Customer, does not do so in due time or not as agreed and this impacts on the performance of our services, we shall be released from the obligation to perform the services concerned. The corresponding service periods shall be postponed by an appropriate period of time. Additional expenses incurred by us as a result shall be separately remunerated on the basis of the agreed conditions, without prejudice to further rights. Further claims shall remain unaffected by this.

4.1 The Customer is aware that the owner, occupier or other authorised holder of the premises or spaces in/on which the OoH advertising services, such as installing posters, running and re-running digital advertising content, realising Promotions (see Part B. below), are performed (hereinafter collectively referred to as “Interested Third Parties”) have unrestricted domiciliary rights or the right of use of the areas concerned and can accordingly object to the realisation of the advertising services at any time. This shall apply irrespective of content, presentation or duration of the advertising. In particular, the Interested Party’s objection shall not require any reason in terms of the prohibited advertising content stated in paragraph 8.5.

4.2 The Customer is aware that as a rule, (especially due to any service periods agreed with the Customer, processing time for Interested Third Parties etc.), no prior agreement can be ensured on our part with the Interested Third Party with regard to individual advertising content. Accordingly, an objection by the Interested Third Party pursuant to paragraph 4.1 shall also be possible and admissible for advertising services already in progress. We shall notify the Customer immediately after receipt of an objection from the Interested Third Party in this regard.

4.3 In the event of an objection pursuant to paragraph 4.1, our obligation towards the Customer to perform the OoH advertising services according to the contract shall cease with immediate effect; the date of our notification to the Customer in that respect shall be decisive. If appropriate and requested by the parties, in particular also in due consideration of the (presumed) interests of the Interested Third Party and, if known, the reason for the Interested Third Party’s objection, the parties shall consult about any alternative advertising services. Any objections of the Interested Third Party also directed against this with the consequences described above shall remain unaffected by this.

4.4 If we are released from our contractual obligation to perform the advertising services according to paragraph 4.3, the Customer shall also be released from the Customer’s obligation to pay remuneration to the extent that this is owed for services as of notification of the objection and, as a consequence of this, termination of the advertising services. The obligation to pay remuneration shall remain in force for advertising services already performed – in case of doubt pro rata temporis. Further claims of the Customer shall be excluded.

5.1 Specified service periods are not binding, unless expressly agreed as binding in writing. If service dates and periods are not binding or approximate (e.g.: circa, about etc.), we shall use our best efforts to comply with them. Service periods agreed as binding in writing shall commence upon receipt of the order confirmation by the Customer but not before all details about the execution of the order have been clarified, all other requirements to be fulfilled by the Customer have been met and existing obligations to cooperate (see in particular Articles 3. and 8.) have been performed. The same shall apply to service dates.

5.2 If we do not receive services from our subcontractors, vicarious agents or other third parties used to fulfil our contractual obligations required to perform the service owed by us, despite proper and sufficient coverage or timely commissioning prior to conclusion of the contract with the Customer, for reasons for which we are not responsible, or they are incorrect or not in due time, we shall notify the Customer immediately in writing. In such case, we shall be entitled, at our option, to extend the service periods by the corresponding duration or, in the event of a not only short-term obstruction of more than 30 days, to rescind the contract in whole or in part, provided that we have complied with our above obligation to provide information and have not assumed the procurement risk or a performance guarantee.

5.3 Paragraph 5.2 shall apply accordingly in cases of force majeure of not insignificant duration (i.e. duration of longer than 1 week). Events of force majeure are in particular: serious impairments in the health sector (e.g. pandemic, epidemic, disease), including Covid-19, natural disasters (e.g. storms, floods, earthquakes), industrial disputes, operational disruption, strikes, riots, armed conflicts or acts of terrorism, energy, transport or material shortages through no fault of our own, official intervention and any other obstructions which, when considered objectively, have not been caused by our fault.

5.4 If a service date has been agreed with binding force and is exceeded due to events according to paragraph 5.2 or 5.3, the Customer shall only be entitled, after a reasonable grace period has elapsed without effect, to terminate the contract for the part not yet fulfilled, if the Customer cannot be objectively expected to adhere further to the contract and the event according to paragraph 5.2 or 5.3 has already persisted for longer than 2 months. Further claims of the Customer, especially damage claims, shall be excluded in such case. The Customer shall be obliged to pay remuneration for services performed until then according to that which has been agreed in this respect.

6.1 The Customer knows and is aware that digital advertising shall only be re-run during the opening hours of the respective building and is, therefore, only owed by us during that period. The same applies to the possibility of taking cognisance of analogue advertising (such as posters installed in the relevant buildings). As far as the performance of services directly by us is concerned (including promotional services), we shall be obliged, unless otherwise agreed, to perform the respectively commissioned services only during normal business hours (Monday – Friday, except on national holidays) and outside our company holidays from 24.12. – 01.01. Sentences 1 and 2 of paragraph 6.1 shall remain unaffected by this.

6.2 If no specific date but a period has been agreed for the performance of our services, this shall not commence before all details about the execution of the order have been clarified and all other requirements to be fulfilled by the Customer have been met, in particular agreed advance payments have been made and information required for performance of the services has been provided etc. The same shall apply to service dates. If the Customer has requested changes after placing the order, a new, reasonable service period shall commence upon our confirmation of the change.

6.3 If we default in performance, the Customer must first set us a reasonable grace period of at least 14 working days (“working days” are understood to mean Monday – Friday, except on national holidays) for performance, unless this is unreasonable in the individual case. If this elapses without effect, damage claims for breach of duty, for whatever reason, shall exist only according to this Article 6. and Article 10. We shall not be in default as long as the Customer is in default in fulfilling obligations towards ourselves; this shall also include obligations under other contracts.

7.1 As soon as the advertising media (poster or digital advertising) covered by the contract has been installed or affixed on site, we shall inform the Customer accordingly of this by transmitting appropriate documentation (e.g. a selection of photographs by way of example).

7.2 Any further reporting, in particular any documentation in any form whatsoever regarding the advertising/advertising media, running frequency etc. after they have been set up or installed shall not be owed by us, unless this was made the object of the respective commissioning expressly and by definitively specifying the documentation to be provided and the remuneration applicable to this.

7.3 Until revoked in writing, the Customer shall permit us to publish photographs and/or video recordings of promotion activities and Promotions, including personnel deployed on site for this purpose (the Customer’s own personnel or personnel of third parties commissioned by the Customer) as well as such recordings that show the Customer’s logo, company name, trademarks and/or business identifiers (print, online and other digital media of Deutsche Hochschulwerbung) and to cite them as reference. The Customer represents and warrants that no third-party rights shall be infringed by this (such as individual rights, right to one’s own image etc.). The Customer shall otherwise be obliged to indemnify us against all related liabilities and claims of third parties and reimburse us for all other damages incurred as a result. Further claims as well as paragraphs 8.5 and 8.6 of these General T&Cs OoH Advertising shall remain unaffected.

Written revocation is to be sent to: Deutsche Hochschulwerbung und -vertriebs GmbH, Papierfabrik 9, 57072 Siegen.

8.1 The Customer shall provide Deutsche Hochschulwerbung with the advertising content, spots, posters, motifs etc. (hereinafter collectively referred to as “Advertising Media and Content”) free of charge on the date agreed in the individual order, otherwise in due time before the agreed execution of the contract, in the form specified by Deutsche Hochschulwerbung, otherwise in an appropriate form. In the case of analogue advertising media (especially posters), these are to be provided in a flawless, in particular an undamaged, condition, in the agreed quantity and at the agreed place of delivery (unless expressly agreed: Deutsche Hochschulwerbung und -vertriebs GmbH, Papierfabrik 9, 57072 Siegen) at the Customer’s own expense, using a suitable shipping method. Posters shall be shipped flat or rolled, never folded. If the Customer provides Deutsche Hochschulwerbung with less Advertising Media and Content (especially posters) than agreed in the contract, this shall not entitle the Customer either to a reduction in the remuneration or to an extension of the contractually agreed time of performance. Unless otherwise agreed, digital Advertising Media and Content are to be transmitted to Deutsche Hochschulwerbung by means of suitable data transfer.

8.2 In the case of advertising media in the form of posters, the Customer shall also be obliged at the Customer’s own expense to provide Deutsche Hochschulwerbung with a sufficient quantity of reserve posters in the event of any overpasting, weather damage, destruction and similarly caused damage. If the number of reserve posters is insufficient, the display of the posters over the booked period cannot be ensured by Deutsche Hochschulwerbung. After the contract term ends, the reserve posters shall be stored by Deutsche Hochschulwerbung for a maximum of 14 days. At the request of the Customer, to be expressed within the above period, they shall be returned to the Customer at the Customer’s expense, otherwise disposed of at the Customer’s expense. Deutsche Hochschulwerbung shall assume no liability for changes in the colour of posters due to the use of certain printing inks or due to weather effects. The same shall apply to damage and loss of posters, unless Deutsche Hochschulwerbung is responsible for this.

8.3 If the Customer is in default with the delivery of Advertising Media and Content according to the foregoing, the Customer shall reimburse Deutsche Hochschulwerbung for all damages arising from this. Further claims shall remain unaffected by this.

8.4 Deutsche Hochschulwerbung shall have no obligation to check with regard to the Advertising Media and Content provided; the Customer shall be solely responsible for this. This applies in particular with respect to the content listed under paragraph 8.5.

8.5 The Customer represents and warrants and is solely responsible for the Advertising Media and Content provided not containing any motifs or content which are(is) relevant under criminal law, harmful to minors, pornographic, discriminatory, otherwise illegal, political or contrary to accepted principles of morality and not infringing industrial property rights, especially copyrights and/or trademark rights or other third-party rights, such as individual rights, rights to one’s own image etc. In this respect, the Customer also represents and warrants that the Customer has obtained any necessary third-party authorisations to the extent required. Furthermore, all content is to be designed in such a way that it does not infringe the interests of the Interested Third Party within the meaning of paragraph 4.1, as far as not known, presumed, especially to be inferred from public statements, presentation, public image, situation etc. of the Interested Third Party; determination and assessment in this respect is solely the responsibility of the respective Interested Third Party. Article 4. shall remain unaffected by this. Furthermore, the Customer generally represents and warrants that the Customer is entitled without restriction to use, pass on and distribute/publish all Advertising Media and Content provided to Deutsche Hochschulwerbung for the performance of its services.

8.6 In the event of a culpable violation of paragraph 8.5, the Customer shall be obliged to indemnify Deutsche Hochschulwerbung against all related liabilities and claims of third parties and to reimburse Deutsche Hochschulwerbung for all other damages incurred as a result. Further claims shall remain unaffected.

8.7 Deutsche Hochschulwerbung shall be entitled, if Deutsche Hochschulwerbung identifies infringements of the above-mentioned requirements prior to execution of the contract, to refuse the performance of its contractual services or, if Deutsche Hochschulwerbung has already started them, to end them and remove the Advertising Media and Content at the Customer’s expense. Deutsche Hochschulwerbung shall be entitled in such case to oblige the Customer to transfer proper material according to the provisions of these General T&Cs OoH Advertising; agreed service times and periods shall be postponed accordingly. If the Customer fails to meet this obligation within a period of 2 weeks, Deutsche Hochschulwerbung shall be entitled to rescind the contract. The Customer shall reimburse Deutsche Hochschulwerbung for the costs incurred as a result. Further claims of Deutsche Hochschulwerbung, e.g. reimbursement of lost profit, shall remain unaffected. Deutsche Hochschulwerbung shall also be entitled to rescind the contract, without setting a time limit, if the Interested Third Party prohibits the advertising services on the Interested Third Party’s premises due to infringement of the Interested Third Party’s interests. Article 4. shall remain unaffected by this.

The Customer shall have no damage claims in the event of rescission pursuant to the above provisions. This shall also include any production costs incurred on the part of the Customer.

Rescission according to the foregoing shall not affect remuneration claims of Deutsche Hochschulwerbung for services already performed up to that point in time.

8.8 The Customer shall reimburse Deutsche Hochschulwerbung for any additional expenses and costs incurred by Deutsche Hochschulwerbung due to incorrect, subsequently corrected or incomplete information provided by the Customer, repeated performance of services, delays etc. caused by this. Further claims shall remain unaffected.

9.1 The prices stated in our respective quotations or, if different therefrom, agreed in the contracts concluded on that basis according to paragraph 2.1 shall be decisive.

9.2 All our prices are in principle quoted in EUROs and exclude value added tax which shall be borne by the Customer at the respective legally valid rate. Value added tax shall be shown separately on the invoice.

9.3 We shall be entitled at our reasonably exercised discretion (Section 315 BGB, subject to judicial review according to Section 315 (3) BGB) to increase the prices for our services unilaterally where production costs, material costs and/or procurement costs, wage and ancillary wage costs, social security contributions as well as energy costs and costs due to legal requirements, environmental charges, currency regulations, changes in customs duties and/or other public charges increase if these have a direct or indirect impact on the costs of our contractually agreed services and increase by more than 5% and if more than 1 month elapses between conclusion of the contract and delivery/service. An increase as mentioned above shall be excluded if the increase in costs for individual or all of the above-mentioned factors is offset by a reduction in costs for other of the above-mentioned factors with respect to the overall cost burden for the delivery/service (cost balancing). If above-mentioned cost factors are reduced, without the reduction in costs being offset by the increase of other of the cost factors mentioned above, the reduction in costs shall be passed on to the Customer through a price reduction. If the new price based on our right to adjust prices as stated above is 25% or higher than the original price, the Customer shall be entitled to rescind contracts not yet executed in full in respect of the part of the contract not yet fulfilled. The Customer can, however, assert this right only immediately after notification of the increased remuneration.

9.4 Unless otherwise agreed, the remuneration shall be due 2 weeks before the agreed start of the advertising covered by the contract and receipt of our invoice. In principle, only bank transfer shall be accepted as payment method. Payments with debt discharging effect shall be made exclusively to the accounts specified on the invoice. The value date of the payment on the account of Deutsche Hochschulwerbung shall be decisive. In exceptional cases, which can be determined solely by Deutsche Hochschulwerbung, Deutsche Hochschulwerbung shall also accept a cash payment.

9.5 If fulfilment of the payment claim is at risk due to a deterioration in the Customer’s financial situation which has occurred or become known after conclusion of the contract, Deutsche Hochschulwerbung can, notwithstanding any agreements made on due dates, require advance payment and immediate payment of all outstanding invoices, including those not yet due, withhold advertising content/spots not yet transmitted and cease further work on orders still in progress, in particular remove digital advertising content and posters.

9.6 The Customer shall have a right of retention or right of set-off only with respect to those counterclaims that are not disputed or have been recognised by declaratory judgment. The Customer can exercise a right of retention only to the extent that the Customer’s counterclaim is based on the same contractual relationship.

9.7 Should performance of the contractual services be impossible during the term contractually provided for due to circumstances for which the Customer is responsible, this shall have no effect on our claim to payment of the full contractual remuneration.

10.1 Subject to the exceptions specified below, we shall not be liable in the case of breach of duty arising from the obligation, in particular not for claims by the Customer for damages or reimbursement of expenses, for whatever legal reason.

10.2 The above exclusion of liability pursuant to paragraph 10.1 shall not apply

a) in the case of own intentional or grossly negligent breach of duty and intentional or grossly negligent breach of duty by legal representatives or vicarious agents;

b) in the case of violation of material contractual obligations; “material contractual obligations” are obligations, the fulfilment of which defines the contract and on which the Customer may rely;

c) in the event of injury to life, limb and health, also by legal representatives or vicarious agents;

d) in the case of default if a fixed-date service was agreed;

e) where we have assumed a guarantee for the existence of a contractual performance;

f) in the case of liability under the Produkthaftungsgesetz [German Product Liability Act] or other mandatory statutory liability.

10.3 If we or our vicarious agents are responsible only for slight negligence and none of the cases specified in c), e) and f) of paragraph 10.2 above exist, we shall be liable, in the case of violation of material contractual obligations as well, only for damage typical for the contract and for foreseeable damage.

10.4 Exclusion respectively limitation of liability pursuant to paragraphs 10.1 to 10.3 above shall apply to the same extent in favour of our bodies, our executive and non-executive employees and other vicarious agents as well as our subcontractors.

10.5 Claims of the Customer according to the foregoing paragraphs shall become statute-barred within one year. Commencement of the limitation period shall be determined according to Section 199 (1) BGB. Paragraph 10.2 of these General T&Cs OoH Advertising shall apply accordingly.

10.6 There is no connection between the reversal of the burden of proof and the foregoing provisions.

10.7 Should the booked media or their area, screens, etc. not be or become available for reasons for which Deutsche Hochschulwerbung is not responsible, in particular if the Interested Third Party or the competent authority is carrying out construction measures on the booked areas or the Interested Third Party has prior rights to the areas, Deutsche Hochschulwerbung shall endeavour to provide the Customer with reasonable substitute areas, if available. If no reasonable substitute areas are available, the Customer shall be entitled to rescind the contract. Further claims of the Customer shall be excluded. For advertising periods already used at the time of rescission and other services performed by Deutsche Hochschulwerbung, the Customer shall remain obliged to pay the corresponding remuneration.

11.1 The Customer undertakes to keep confidential such facts, documents and knowledge, which come to the Customer’s attention in the course of performing the business relations with ourselves and which contain technical, financial, business or market-related information about our company and business partners (including Interested Third Parties, see Article 4.), if we have designated the respective information as subject to confidentiality or we have an obvious interest in its confidentiality (hereinafter collectively referred to as Confidential Information). The content of our quotations shall also be deemed Confidential Information. The Customer shall use the Confidential Information solely for the purpose of implementing and performing the contractual relationship with ourselves according to the contract and the individual contracts based thereon.

11.2 Disclosure of Confidential Information to third parties by the Customer shall require our express and prior written consent.

11.3 There shall be no obligation to maintain confidentiality pursuant to paragraph 11.1 above if it is proved that the respective Confidential Information:

a) is or becomes generally known without any action on the part of the Customer; or

b) was already known to the Customer or is disclosed by a third party authorised to do so; or

c) is developed by the Customer without any action on our part and without exploitation of other information or knowledge acquired through the contractual contact; or

d) must be disclosed due to mandatory statutory provisions or orders by a court or official authority.

11.4 The parties shall process personal data in compliance with the respectively applicable provisions on data protection, especially Regulation (EU) 2016/679 (General Data Protection Regulation).

11.5 Our privacy policy is also available at: https://www.hochschulwerbung.de/kontakt/datenschutzerklaerung/ .

12.1 The term and options for ordinary termination of the respective individual contract are governed by the respective provisions made therein.

12.2 The right to exercise extraordinary termination of the respective individual contract shall remain unaffected by this. Deutsche Hochschulwerbung is entitled to exercise extraordinary termination for good cause in particular in the following cases:

12.2.1 in the case of serious or continued violations by the Customer of the provisions contained in these General T&Cs OoH Advertising (including Additional Terms and Conditions) and the respective individual contract;

12.2.2 if the Customer is in default with a not insignificant portion of the remuneration.

12.3 Any termination shall only be valid when given in writing.

13.1 Place of performance for all contractual obligations is our registered office except where an obligation to be performed at the Customer’s place of business is assumed.

13.2 All agreements, collateral agreements, assurances and contract amendments shall only be valid when given in writing. This shall also apply to waiver of the written form requirement. If these General T&Cs OoH Advertising require the written form, this shall also be maintained by transmissions using email or telefax, digital/electronic signatures and signatures (e.g. DocuSign). The precedence of an individual agreement (Section 305b BGB) shall remain unaffected.

13.3 Any disputes shall be settled exclusively before a competent court of law at the location of our registered office. We shall also be entitled, however, to bring an action against the Customer at the Customer’s place of general jurisdiction.

13.4 The law of the Federal Republic of Germany shall apply exclusively to all legal relations between the Customer and ourselves, to the exclusion of the UN Sales Convention (CISG).

Status 06/2024

B. Additional Terms and Conditions for Promotions

1.1 If Promotions are (also) the object of our services owed under the contract (see paragraph 1.4 of Part A.), the Additional Terms and Conditions for Promotions shown under this Part B. shall apply to them in addition (hereinafter referred to as “Additional Terms and Conditions”).

1.2 If the Promotion is implemented by the Customer itself or by third parties commissioned by the Customer, the Customer must bring these Additional Terms and Conditions to the attention of all persons involved in the Promotion on site in advance and ensure the corresponding persons comply with them.

2.1 Upon request, Deutsche Hochschulwerbung shall be provided with suitable specimen or sampling copies in due time prior to the planned implementation of the Promotions for the purpose of checking the content and purpose of the advertising. Deutsche Hochschulwerbung shall be entitled to prohibit the Promotion if this does not satisfy or correspond to the requirements of these Additional Terms and Conditions (see here in particular Article 3. below) and that which is contractually agreed.

2.2 During implementation of the Promotion, Deutsche Hochschulwerbung shall be entitled to take photos of the Promotion and the personnel present for documentation purposes. In this respect, the Customer represents and warrants that the Customer has obtained any necessary third-party authorisations to the extent required in due time prior to implementation of the Promotion. The Customer shall otherwise be obliged to indemnify Deutsche Hochschulwerbung against all related liabilities and claims of third parties and to reimburse Deutsche Hochschulwerbung for all other damages incurred as a result.

3.1. The following in particular are strictly prohibited in respect of content and implementation of Promotions; the legal consequences in the case of an infringement arise from paragraph 3.2.

• use of public address technology or similar devices;
• serving of beverages and the distribution of food beyond the products approved as part of the quotation and/or approved by us based on sampling copies (see Article 2. above);
• Promotions containing advertising for alcohol and tobacco as well as advertising containing motifs and/or content falling within the scope of sentence 1 of paragraph 8.5, Part A.; or
• Promotions which, if the Interested Third Party is a university or a Studierendenwerk [association for student affairs], contradict the political, ideological and religious neutrality of the university or Studierendenwerk;
• non-observance of or non-compliance with all relevant official regulations, statutory provisions and requirements of the Interested Third Party regarding fire safety, escape and rescue routes, occupational health and safety and accident prevention.

3.2 In the event of a culpable violation of the prohibitions stipulated above, Deutsche Hochschulwerbung shall be entitled to prohibit continuation of the Promotion concerned with immediate effect (in the case of implementation by the Customer or third parties commissioned by the Customer) or to discontinue the Promotion (in the case of implementation by Deutsche Hochschulwerbung or third parties commissioned by Deutsche Hochschulwerbung). In this respect, the Customer shall follow all instructions of Deutsche Hochschulwerbung. The right of Deutsche Hochschulwerbung to remuneration as well as further damage claims of Deutsche Hochschulwerbung shall remain unaffected by this.

3.3 The instructions of the Interested Third Party’s personnel are to be followed at all times during implementation of the Promotion. If clarification is required, the named contact person of Deutsche Hochschulwerbung is to be informed by telephone.

4. If the Promotions are implemented pursuant to the contractual agreements by the Customer itself or by third parties commissioned by the Customer, the Customer shall inform us by email of the name and mobile phone number of the responsible person on site as well as, in the case of the commissioning of third parties by the Customer, the name and telephone number of the responsible person or responsible assistant at the commissioned third party’s company in due time before the Promotions start.

5.1 Arrival and departure routes, stopping places and parking spaces for vehicles, places for loading and unloading vehicles or materials, stands and other items brought along, requested storage possibilities shall be used in close consultation with Deutsche Hochschulwerbung. The responsible person must ask Deutsche Hochschulwerbung about the possibilities and requirements in this regard in due time prior to arrival or start of the Promotion and the relevant information is to be strictly observed. Paragraph 3.2 shall apply accordingly.

5.2 Technical support (e.g. power supply) by the Interested Third Party, on whose premises the Promotion is to be held, must be notified to Deutsche Hochschulwerbung 14 days in advance and booked through Deutsche Hochschulwerbung.

6.1 The area booked and allocated for the Promotion (hereinafter referred to as “Promotion Area”) must be adhered to by the Customer. The same shall apply to the scope of the booked Promotion.

6.2 The Customer is prohibited in particular from carrying out supplementary or additional activities such as distributions, surveys, displays, billposting or other advertising measures. Paragraph 3.2 shall apply accordingly.

6.3 The Customer is also prohibited from installing, setting up, affixing and/or distributing other posters, flyers, other advertising media, products and product samples on, outside or next to the Promotion Area, unless this was expressly approved in advance by Deutsche Hochschulwerbung and booked as a corresponding addition to the agreed order. Paragraph 3.2 shall apply accordingly.

6.4 In the event of a culpable violation of the prohibitions stipulated in paragraphs 6.2 and 6.3 above by the Customer, the Customer shall pay Deutsche Hochschulwerbung an appropriate contractual penalty of up to € 1,000.00 without specific proof of damage. The appropriateness shall be determined by Deutsche Hochschulwerbung at its reasonably exercised discretion, whereby the Customer can have the appropriateness verified by the competent court. The assertion of further damage claims or other claims of Deutsche Hochschulwerbung shall remain unaffected. The right is reserved for the Customer to prove that less damage or no damage at all has occurred. The contractual penalty shall be offset against any further damage claim. Paragraph 6.5 shall remain unaffected by this.

6.5 Unless otherwise expressly agreed, the Customer’s booking of Promotions without stand (hand-to-hand distribution) applies to the deployment of a maximum of 2 persons and is limited to the firmly allocated Promotion Area. The booking of Promotions with stand (stand promotion) applies to the firmly allocated Promotion Area and the deployment of stand personnel up to a maximum of 2 persons. Paragraphs 6.1 – 6.4 shall remain unaffected by this.

7.1 The Customer shall ensure that the Promotion Area is left properly cleaned after the Promotion ends. Remaining flyers, brochures, leaflets, product samples, samples and the like at the Promotion location, in the entrance and exit areas of the building, in which the Promotion was carried out or within a distance of 100 m, are to be collected respectively removed by the Customer at the Customer’s own expense and disposed of by the Customer. Any display of the remaining or undistributed materials is strictly prohibited.

7.2 Should removal and disposal without leaving any residue not be carried out according to paragraph 7.1 above, the Customer shall be charged cleaning and disposal costs incurred but at least – in terms of flat-rate determination of damage – € 100.00. The right is reserved for the Customer to prove that less damage or no damage at all has occurred. Further claims of Deutsche Hochschulwerbung shall remain unaffected.

7.3 If the Customer provides outfits for the personnel deployed there and/or other equipment for the Promotion, Deutsche Hochschulwerbung shall not assume any liability for signs of use and/or wear. This shall also not apply if the personnel are provided by Deutsche Hochschulwerbung or by third parties commissioned by Deutsche Hochschulwerbung, unless the damage is not insignificant and goes beyond normal signs of use and wear. In this respect as well, Deutsche Hochschulwerbung shall be liable solely according to Article 10. of Part A.

8. In the event of contradictions between these Additional Terms and Conditions and the foregoing General T&Cs OoH Advertising (Part A.), the Additional Terms and Conditions shall take precedence for Promotions; otherwise, the provisions of the General T&Cs OoH Advertising shall also apply to Promotions.

Status of Additional Terms and Conditions 06/2024