Last update: 6/1/2024

General Terms and Conditions (GTC) of iProspect GmbH as of June 2024

Scope of application

These General Terms and Conditions ("Terms and Conditions") of iProspect GmbH ("Agency" or "iProspect") apply to all contracts between iProspect GmbH and its customers for the agreed communication services.

These terms and conditions apply exclusively to the contractual relationship with the customer. Any other terms and conditions of the customer shall not apply unless the parties have expressly agreed this in writing (e-mail is not sufficient).

The Agency reserves the right to amend these terms of use, associated service descriptions, service content, and remuneration at any time and without stating reasons. The changes shall be announced in good time, but no later than one month before the date on which they come into force.

Changes shall be deemed approved if the customer does not object within a period of two weeks after notification of the changes. The Agency shall inform the customer in the notification of the significance of their silence and the date on which the changes are intended to take effect. If the customer objects, they shall be entitled to terminate the contract with effect from the date on which the changes are intended to take effect. There is no entitlement to the fulfilment of services in accordance with the terms of use applicable prior to the change.

1. Subject Matter of the Contract

1.1 iProspect is a full-service provider for digital performance marketing and provides all communication services in the contractual area as defined in Section 2. The parties will conclude individual contracts (campaign plans/media plans) for each project or campaign, specifying the respective service obligations. The individual contracts shall be concluded in text form.

1.2 The customer shall co-operate exclusively with iProspect in accordance with the scope of services agreed in Section 2 and the offer and shall purchase the placements required for the agreed campaign plans exclusively from iProspect.

1.3 The contract territory is Germany. If the customer has marketing requirements in other countries, iProspect will prepare individual offers for support after consultation with the customer, but there is no obligation to conclude a contract.

2. Scope of Services

2.1 Search Engine Advertising (SEA)
SEA comprises the placement of paid adverts, so-called search ads (paid search hits in the "advertising block") in the search engine results lists, which are displayed according to the keyword advertising principle on the respective advertising medium (search engine). iProspect handles consulting, planning, and placement of paid adverts (such as Responsive Search Ads, PMax, GDN) in the results lists and partner networks of search engines.
The concrete scope of work for the SEA area is specified in the respective offer, if relevant.

2.2 Social Media Advertising (Paid Social)
iProspect handles the planning and placement of paid advertising material in social media channels for the customer's advertising and marketing measures.
The specific scope of work for social media advertising is specified in the respective offer, if relevant.
Marketing in the area of social media is significantly influenced by users who can proactively evaluate and recommend the customer's products and/or services, and for whose statements iProspect is in no way responsible. iProspect has no influence on this opinion formation. The customer is therefore advised that the formation of opinion in the form of contributions on social media platforms can also develop critically or negatively.

2.3 Display Advertising
iProspect handles the planning and placement of paid banner and video adverts (programmatic and IO bookings).
The specific scope of work for display advertising is specified in the respective offer, if relevant.

2.4 eCommerce
iProspect takes over the planning and placement of eCommerce measures with retail partners and eCommerce platforms.
The specific scope of work for eCommerce is specified in the respective offer, if relevant.

2.5 Affiliate Marketing
iProspect handles the planning and implementation of measures in the field of affiliate marketing.
The specific scope of work for affiliate marketing is specified in the respective offer, if relevant.

2.6 Search Engine Optimisation (SEO)
iProspect takes over the planning and implementation of measures in the area of Search Engine Optimisation.
The specific scope of work for Search Engine Optimisation is specified in the respective offer, if relevant.

2.7 Web Development (Website & App)
iProspect handles the planning and implementation of measures in the area of web development.
The specific scope of work for web development is specified in the respective offer, if relevant.

2.8 Data & Analytics
iProspect handles the planning and implementation of measures in the area of data & analytics (e.g., consulting in the area of Google Analytics).
The specific scope of work for Data & Analytics is specified in the respective offer, if relevant.

2.9 Service Provision
iProspect is authorised to use affiliated companies and qualified external service providers as subcontractors within the scope of the provision of services in accordance with this Clause 2.

3. Proprietary Products and Service Packages/Inventory Media

3.1 iProspect will regularly present and offer its proprietary products and service packages to the customer. Such proprietary products and service packages are not covered by the scope of this contract and are offered under separate terms and conditions.

3.2 iProspect is also authorised to offer the customer inventory media within a media plan. Inventory Media are advertising times and spaces that iProspect or a company of the Dentsu Group acquires without reference to the customer at its own risk and without knowledge of the customer's media plan. Different terms and conditions apply to Inventory Media. iProspect will clearly identify Inventory Media as such in the media plan.

3.3 The contract for proprietary products/service packages and inventory media is concluded by way of an individual contract in accordance with Section 5 of these GTC. Transparency obligations and audit rights do not apply to proprietary products/service packages and inventory media.

3.4 Out-of-scope services are not subject to the provisions of this contract. Out-of-scope services shall be agreed in text form (e-mail).

3.5 If services are procured via the agency from specialised agencies, transparency and forwarding obligations do not apply. Such services are not subject to audit rights.

4. Obligations of the Customer to Co-operate

4.1 The customer is obliged to fulfil all necessary obligations to co-operate in order to enable iProspect to perform the contractually owed services.

4.2 In particular, the customer undertakes to implement the tracking tags provided by iProspect in accordance with the jointly defined objectives. The customer must ensure the functionality; this applies in particular to the import of new releases, relaunches, and updates of the customer website. If iProspect provides a new release of the tracking tags, this must be implemented by the customer within two weeks, but no more than one release per quarter.
The mechanism for the attribution of actions (leads, sales, orders, etc.) or the delivery of the tracking tags provided by iProspect must be disclosed to iProspect by the customer. The mechanism for attributing actions to the individual media is agreed on a campaign-specific basis. If the customer makes changes to the tracking (e.g., changes to the cookie switch, adjustments to the consent banner), the agency must be informed of these immediately.

4.3 The customer also undertakes to grant iProspect the right to use the customer's company name, logos, and brands for the campaigns commissioned by the customer. This applies in particular to the use as a keyword in the advert text and the associated URLs. If, due to multiple bookings, proof is required from Google or another provider for the customer relationship or for the use of the trademark, the customer agrees to provide suitable evidence, such as an extract from the trademark register.
iProspect selects keywords and ad texts booked in the Paid Search area according to the customer's general specifications and the campaign objectives. The customer has the possibility to view and check booked keywords and ad texts at any time. The customer will inform iProspect if individual keywords and/or advert texts are not to be placed. The customer is solely responsible for the content.

4.4 If the customer fails to provide co-operation services in due time, iProspect may discontinue the service. Delays due to a failure to fulfil cooperation obligations are the responsibility of the customer.

4.5 iProspect shall provide the customer with the technical requirements for the formats of the advertising media to be provided by the customer prior to the start of the campaign and with sufficient lead time. iProspect shall inform the customer of the lead times.

4.6 iProspect is authorised to use the customer's name and logo for its own purposes, e.g., marketing and documentation.

5. Media buying

5.1 iProspect purchases media time or space (hereinafter referred to as "advertising space") directly from media marketers or from the Dentsu Group's group purchasing company in its own name and for its own account. iProspect sells the advertising space required for the implementation of the campaign plans agreed with the customer to the customer.

5.2 With regard to the nature of the advertising space and any requirements of the media, the general terms and conditions of the respective medium or its marketing company shall apply, unless otherwise stipulated here. Upon request, the agency shall provide the customer with a copy of the relevant general terms and conditions of the respective medium or its marketing company. If, due to legal requirements in countries covered by this contract, purchasing in one's own name and for one's own account is not possible, the parties shall make a separate arrangement for the country in question.

5.3 iProspect and the customer shall mutually confirm fulfilment of the contract within two weeks of transmission/presentation, i.e., proper delivery or receipt of the service and the costs approved for it or the purchase price paid for it in accordance with the individual purchase contracts agreed between the parties. If no such confirmation is issued and the customer does not object in writing within this period or does not object to the proper fulfilment of the contract, the contract shall be deemed to have been fulfilled and the service accepted without complaint.

5.4 The companies of the Dentsu Group are also authorised to develop and provide independent entrepreneurial services for third parties (e.g., agencies, media companies, advertising companies) and to be remunerated for them. Insofar as these activities lead to separate remuneration or monetary benefits for the agency, these are not covered by any obligation to pass them on.

6. Fee

6.1 iProspect receives a fee for the services rendered within the scope of this contract in connection with the placement of advertising media via iProspect, the amount of which is determined by the "Fee Assessment Framework" as listed in the relevant offer.

6.2 For all other services that are provided within the scope of this contract and are not included in the respective offer, iProspect shall receive the fee agreed with the respective underlying individual contract. Unless otherwise agreed in the individual contract, iProspect shall invoice these services to the customer on the basis of hourly rates and according to the price list as listed in the offer.

6.3 In the event of cancellations of already booked campaigns (within the respective deadlines of the various media), iProspect is entitled to a cancellation fee of 50% of the planned agency fee, but at least the payment of the service provided for the campaign in working hours according to the valid hourly rates as per the offer.

6.4 If iProspect incurs significant additional work (15% above the agreed hourly limit) in the course of the collaboration, the fee will be adjusted accordingly. Alternatively, the parties may agree to adjust the scope of services.

6.5 The following costs are not included and are to be reimbursed separately to iProspect by the customer:

  • Tool costs: DSP licence, ad serving, ad verification, bidding tool costs, or service provider costs incurred by iProspect.
  • Licence costs: For tracking tools, advertising material, and graphic designs requested by the customer.
  • Institute data costs: For competition data that cannot be obtained free of charge.
  • Travel costs: Expenses incurred for agency staff travelling on behalf of the customer.
  • Translation costs: For advertising material, adverts, presentations, etc.
  • Workshops and additional meetings: Not included in the scope of the individual purchase agreement.

6.6 If the customer commissions iProspect to prepare special documents (e.g., analyses, statistics, or reports), a separate invoice will be issued based on the time and effort involved.

6.7 If iProspect provides services relating to a period after the expiry of the contract, a separately agreed remuneration will apply. If no separate remuneration is agreed, the applicable regulations for this contract will apply.

7. Purchase Price of Advertising Space

7.1 iProspect issues the invoice for the purchase price of the advertising spaces on the basis of the individual purchase contract. The customer makes payments within 14 days without further deductions.

7.2 iProspect is authorised, in individual cases, to issue advance invoices before the start of the campaign if advance payment is required for the timely start of the campaign.

7.3 Timeliness of payment is determined by the receipt of payment by iProspect.

7.4 The customer shall promptly provide all necessary technical information (e.g., order number) required for timely invoicing.

7.5 iProspect may set off the customer’s payments against other due claims and is not bound by the statutory order.

7.6 All invoices are subject to value-added tax at the applicable rate.

7.7 All invoices are generally sent to the customer by email. The customer shall provide one central email address for this purpose. If the customer uses an electronic portal for receiving invoices, invoices will be uploaded in XML format.

7.8 In the event of default of payment, iProspect is entitled to charge default interest in accordance with §288 Para. 2 BGB.

7.9 If the customer is in default, iProspect may cancel or suspend bookings until payment is made and is entitled to terminate the contract without notice for good cause after a grace period.

7.10 iProspect may demand advance payment for advertising space if credit insurance fails or is insufficient.

8. Liability and Warranty

8.1 iProspect will fulfil its obligations under this contract with the diligence of a prudent advertising merchant and is liable in accordance with this standard of care for the proper performance of the agreed services.

8.2 iProspect is not responsible for the content of third-party websites, damage or disruptions caused by the defectiveness or incompatibility of third-party software or hardware, or for damage due to lack of availability or malfunctioning of the Internet.

  • iProspect is only liable for damages caused during the fulfilment of its obligations if it or its commissioned third parties are demonstrably responsible.
  • Liability, regardless of the legal reason, is limited per year to 100% of the fee paid by the customer in the 12 months prior to the event causing the damage.
  • This limitation does not apply to cases of intent, gross negligence, injury to life or limb, or mandatory statutory liability (e.g., under the Product Liability Act).

8.3 Delays in delivery and performance due to force majeure or other unforeseeable, extraordinary circumstances (e.g., strikes, lockouts, official orders, operational disruptions, fire) extend the delivery/performance obligation for both parties by the duration of the hindrance.

8.4 iProspect and its associated agencies are not liable for the correctness or legal admissibility of advertising material, especially regarding trademark, competition, and copyright law, including keywords selected for search engine marketing. The customer bears sole responsibility for ensuring compliance with applicable law and indemnifies iProspect against all third-party claims, including legal costs, court costs, and damages.

8.5 iProspect is not liable for consequences resulting from incorrect or incomplete implementation of the tracking tag provided to the customer.

9. Confidentiality Obligations

9.1 Both parties undertake not to disclose any confidential information received from the other party, including business and trade secrets, advertising strategies, media plans, and agreements. Employees, consultants, or service providers engaged must also be bound by confidentiality.

9.2 Exceptions to confidentiality include information that:

  • Is already public or becomes public through no fault of the receiving party.
  • Was legally obtained by other means.
  • Was already known to a party before signing the agreement.
  • Is expressly designated as non-confidential by the providing party.

9.3 Confidentiality obligations remain in effect for 5 years after contract termination.

10. Contract Duration

10.1 The contract comes into effect upon signing and is concluded for an indefinite period. It may be terminated for the first time with a notice period of 3 months to the end of the calendar year following signing. Thereafter, it may be terminated with 3 months' notice to the end of any calendar year.

10.2 Either party may terminate the contract immediately if the other party breaches its obligations and fails to resolve the breach within one month after a written reminder. Termination without notice is also permitted in cases of insolvency or similar circumstances.

10.3 Cancellation must be made in writing.

11. Rights of Use

11.1 iProspect retains copyrights and exploitation rights for any services capable of protection under industrial property law.

  • The customer acquires rights of use for works produced exclusively for them upon full payment, for the contract territory, as per Clause 1.3.
  • Existing intellectual property of iProspect used in services for the customer is licensed on a non-exclusive basis for the intended use without additional remuneration.

11.2 The customer grants iProspect the right to use their company name and logo as a reference in iProspect's marketing materials.

11.3 iProspect recognises that the customer remains the sole owner of their intellectual property rights, including trademarks, patents, designs, etc. iProspect agrees not to claim these rights outside the scope of services provided under the agreement.

12. Data Protection

12.1 If the customer transmits personal data to iProspect as part of the contract, the customer guarantees that the data has been lawfully collected and that they are authorised to process and share it with iProspect.

12.2 The customer indemnifies iProspect against any losses, damages, or costs resulting from a breach of data protection laws by the customer.

12.3 For personal data processed by iProspect on behalf of the customer, the customer is the Controller, and iProspect is the Processor. A data processing agreement will be concluded as per the model in Annex 4.

13. Integrity Clause

13.1 The parties agree to take all necessary measures to prevent corruption.

13.2 They ensure that neither they nor any third parties engaged as part of this contract engage in or tolerate activities violating the UK Bribery Act or similar anti-corruption regulations.

13.3 The parties must implement and monitor anti-corruption obligations within their organisations, including instructing and supervising employees and third parties accordingly.

14. Non-Solicitation of Employees

Both parties agree not to directly entice away employees of the other party during or up to 6 months after the termination of this contract. This includes direct approaches or solicitation via third parties (e.g., recruiters). Unsolicited applications by employees are not included in this restriction.

15. Final Provisions

15.1 Regarding the sale of advertising space to the customer under Clause 5, the provisions of the German Civil Code (BGB), Sections 433 et seq., shall apply. For other services owed by iProspect under this contract, the provisions of service contracts pursuant to Sections 611 et seq. BGB shall apply, particularly with regard to warranty law.

15.2 This contract, along with any amendments or additions, must be signed by the contracting parties in writing or electronically to be valid. An electronic signature using recognised software (e.g., "Adobe Sign," "DocuSign") is sufficient to fulfil the electronic form requirement. This also applies to changes to this formal requirement.

15.3 If any provision of this contract is or becomes invalid or unenforceable, or if the contract contains a loophole, the validity of the remainder of the contract shall not be affected. The invalid or missing provision shall be replaced by a valid provision that comes closest to the economic result of the invalid or missing provision.

15.4 The place of fulfilment is Frankfurt am Main. Any disputes arising from or related to the contract shall be finally settled under the Arbitration Rules of the German Institution of Arbitration (DIS), without recourse to ordinary courts.

  • The place of arbitration is Frankfurt am Main.
  • The arbitration tribunal will consist of three fully qualified lawyers.
  • The applicable substantive law is German law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
  • The language of arbitration proceedings shall be German.