Business Terms & Conditions

1. Scope
As an ad marketing specialist using online media, adRom takes over the agency responsibilities and makes placement of ads in its own online offers and those of its partners, as well as undertakes another ad activities (email, SMS, WAP etc).

2. Material
The ad provider is responsible for all necessary information, data, files and another material to be submitted as agreed in time, full and correct to meet the set targets, especially concerning the screen presentation in certain surroundings as well as in the kind and size booked.

The graphics have to be submitted in GIF or JPEG formats by default. The target addresses of links (URL in Internet, reference or serial No. in T-Online or such) have to be provided.

Javascript, forms and flash files have to be omitted as these elements could be blocked or shown incorrect due to the security settings of the email clients of the users.

The material has to be submitted to adRom not later than 4 working days prior to the ad placement. The material could be sent either as an email attachment to: werbung@adRom.net or by mail to: adRom, Fellengattnerstr. 1, A-6820 Frastanz. Should the banner (ad space with or without link to the offer of the ad provider) be created by adRom, the material has to be submitted not later than 14 days prior to the ad placement. adRom is not responsible for the material submitted especially for its storage and giving it back to the ad provider. By default adRom has the copyright for banners & animations made.

3. Release
adRom is authorized but not obliged to process the material and make alterations and corrections, especially the measurements concerned, subject to the necessity for optimal implementation. The ad provider is obliged to check the ad placed immediately, i.e. after the first placement and to reclaim the errors within one week after the placement.

The ad provider will be informed on the placement on the front page upon approval. Both the approval of the page and the complaint of errors have to be made in written after the notification. The banner is deemed as approved then, and the ad provider bears all costs for all future alterations ordered.


4. Liabilities
The ad provider is solely liable for the content of ad materials and ad spaces. The ad provider guarantees the rights of the third parties not affected by the ad placement. The ad provider undertakes and agrees to indemnify and hold harmless adRom from and against all claims and liabilities for not pursuing of the a.m. provisions.

The ad provider guarantees that the ad content complies with the law as well as legal and public prescriptions and moral. adRom is authorized but not obliged to prove the ad content. adRom is authorized not to place the ad violating the a.m. provisions as well as links with content, which doesn’t comply with the law, legal and public prescriptions and moral. No dissuasion is needed so far. adRom will immediately inform the ad provider on the measures taken. The ad provider is obliged to fulfil his financial obligations according to the agreement, except his proving the fact, that the non-placement of the ad has been done by adRom voluntary. The ad provider undertakes and agrees to indemnify and hold harmless adRom from and against all further claims and liabilities.


5. Fees
The ad provider pays the ad activities with a fixed price according to the price list agreed upon previously or the actual one.
By default the payment will depend on the kind of campaign based on AdRequests or AdImpressions, i.e. AdClicks according to IAB Standard. adRom will submit the ad provider the statistics of the ad success on the daily basis, showing the number of realized AdRequests and AdClicks, partly with online login in WWW, or by fax on a weekly basis. The status link acting as a response will give the idea on mailing, opening and tracking of the links sent by email. The Gateway Report will create the evaluation basis for SMS distribution. This will include the number of SMS sent and the error quota. The SMS receipt confirmation will be charged extra and is subject to the prior approval. The invoicing will take place after the ad placement. adRom is authorized to make part invoices during a long-lasting ad campaign. The invoices are due net within the fortnight (after the receipt).


6. Price Alignment
adRom is authorized to align the fees agreed upon. adRom informs the ad provider accordingly one month prior to the alignment either by fax or by mail. The ad provider is authorized to file an objection up to the fortnight prior to the alignment/price increase date. adRom will explicitly inform on the price increase thus. No objection made by the ad provider means new prices from the date announced. Should the ad provider file an objection the price increase concerned, adRom is authorized to terminate the Contract to the date of alignment without keeping a term.


7. Rebates and cancellation terms as well as agency conditions
Rebates can be only applied to the sole media placement. No rebates according to the rebate scale are possible on design costs for ad materials

We offer 15% agency commission subject to approval of agency activity & invoicing.

The cancellation of ad orders has to be made in writing. The last cancellation term is 6 working days prior to the ad placement (according to the Order). The cancellation beyond this term is subject to 20% of the order value as a cancellation fee.


8. Guarantee
By default adRom is liable solely for the proper ad sending but not for its receipt or use by the customer.

Should the ad activities of any kind not be fulfilled or ads not placed within the set period of time partly or in full, adRom is authorized and obliged to undertake the proper measures in an adequate time. Should two improvements mislead, the ad provider is authorized to cancel or depreciate the order. Further claims, especially claims for compensation, are excluded.
Weitergehende Rechte, insbesondere Schadensersatzansprüche sind ausgeschlossen.

Generally adRom guarantees for deficiencies according to the legal provisions. Claims for minor deficiencies are excluded. The deficiencies have to be reported in writing immediately. adRom is authorized to make improvements. The ad provider is authorized for further claims after two misled improvements made by adRom.


9. adRom Liabilty
adRom is not liable for not predictable deficiencies or those from the side of ad provider or his agency. The liability of adRom for a data recovery is limited to the case, when the ad provider has proved, that the data from a data material, provided in a digital form, can be recovered with adequate efforts. The liability provisions affect both contractual and non-contractual claims.


10. Confidentiality, Data Protection
The contractual parties are obliged to keep confidentiality towards all information and data received from business partners during the fulfilment of this Contract. This obligation is valid beyond the termination of the Contract too.
The ad provider is thus informed according to § 33 Sect. 1 of the Data Protection Act, that adRom saves and process his data for contractual purposes in digital form. adRom is authorized to pass the data to the third parties subject to the necessity of fulfilment of contractual obligations.


11. Miscellaneous
Additional agreements, changes and amendments are valid in writing only. This applies for the waiver of formal requirements too.

ll legal disputes of the parties are to be solved due to the UN Commercial Law.

The nullity of one of the a.m. provisions doesn’t affect the validity of the rest. The invalid provision has to be consensually replaced by another one being economically the nearest to the first one as well as the content of the both concerned.

Frastanz, November 7th, 2003