Affiliate integration at Axel Springer Content Verticals
1 Scope of application
The following General Terms and Conditions (hereinafter “GTC”) apply to contracts concluded directly between Axel Springer Deutschland GmbH (hereinafter “Axel Springer”) and the Partner which relate to the integration of advertising material or other content of the Partner into one or more of Axel Springer’s online offerings TRAVELBOOK, STYLEBOOK, TECHBOOK, FITBOOK, MYHOMEBOOK, PETBOOK or BZ. de (hereinafter referred to as “Content Verticals”) of Axel Springer by way of native integration forms (hereinafter referred to as “Integration”), unless otherwise agreed between Axel Springer and the Partner.
2. Definitions
2.1 “Cooperation Website” within the meaning of these GTC is a content vertical in which the Partner’s content or cooperation areas linked to a landing page or channeliser page, graphic image-text links or text links are to be integrated, including their mobile version. If an Axel Springer offer refers to several Cooperation Websites, the term “Cooperation Website” refers to all Cooperation Websites, unless the respective context indicates otherwise.
2.2 A “Channeliser Site” within the meaning of these GTC is an Internet site hosted by the Partner on its own responsibility, the header and footer of which are tailored to the Cooperation Website and provided by Axel Springer, and which can generally be accessed via a sub-domain of the Cooperation Website set up by Axel Springer for this purpose.
2.3 “Landing page” within the meaning of these GTC is an Internet page hosted by the Partner that has been defined as a linking destination for cooperation areas or other links placed on pages of the cooperation website, but which is not a channeliser page.
2.4 “Cooperation Areas” within the meaning of these GTC are image-text teasers (e.g. in-article widgets or notifications), text link teasers, graphics or modules that enable interaction between the users of the Cooperation Website and the Partner or Axel Springer, which are integrated on pages of the Cooperation Website and which each link to a Channeliser page or landing page.
2.5 “User” within the meaning of these GTC is any user of the Cooperation Website who is to be prompted to call up a Channelizer page or a landing page with the help of the cooperation areas, as well as any user of a landing page or Channelizer page.
3 Conclusion of contract
3.1 Offers made by Axel Springer are subject to change, i.e. are not binding, unless the offer is expressly designated as binding.
3.2 If the Partner places an order in the case of a non-binding offer, the contract with Axel Springer will be concluded by means of an order confirmation from Axel Springer. If Axel Springer has submitted a binding offer, the contract will be concluded by the Partner’s declaration of acceptance.
4. Provision of the integration services
4.1 The editorial and design sovereignty for the Cooperation Website lies solely with Axel Springer. This also applies to the name and/or structure and/or layout and navigation of the individual areas with co-operation areas.
4.2 If the creation of a Channelizer Page has been agreed, Axel Springer will provide the header and footer of the Channelizer Pages so that the Partner can integrate them into the Channelizer Page hosted by it. Headers and footers can be integrated dynamically or statically. In the case of dynamic integration, Axel Springer is authorised to use a tag manager. User tracking by the Partner on a Channelizer page always requires the express consent of Axel Springer
4.3 The placement of co-operation spaces is generally at the discretion of Axel Springer. The parties will regularly agree on the placement of cooperation spaces, whereby the final decision lies with Axel Springer.
4.4 Cooperation Spaces will be displayed multiscreen (website, mobile website, app if applicable) as standard. Axel Springer is free to decide on the proportionate distribution of the Co-operative Spaces across the available channels.
4.5 Axel Springer reserves the right to reject advertising material or other content, in particular if its content violates laws or official regulations or if its content has been objected to by the German Advertising Council in a complaint procedure or if its publication violates the rights of third parties or the interests of Axel Springer due to its content, design, origin or technical form. The Partner will be informed immediately of the rejection of any content. Axel Springer reserves the right to object to content whose appearance corresponds to the editorial design of the co-operation website in accordance with its journalistic mandate.
4.6 Cooperation areas or advertising media that are designed editorially must be clearly distinguishable from the basic font of the Cooperation Website and labelled with the word “Advertisement”. Cooperation areas or advertising media that are not recognisable as advertising publications due to their design will be labelled by Axel Springer with the word “Advertisement”.
4.7 Axel Springer is entitled to interrupt the placement of co-operation spaces if it suspects that the advertising material in question is illegal or links to illegal content or if the Partner is in arrears with payment of the agreed remuneration. This shall not affect Axel Springer’s claim to remuneration.
5. Creation of content
5.1 If Axel Springer creates certain advertising material for the Partner for use on the Cooperation Website (e.g. teasers, widgets, texts, etc.) automatically or manually as part of the performance of the Agreement, the Partner shall not be required to accept such material separately. The relevant advertising material may be published directly on the Cooperation Website.
5.2 Axel Springer is authorised to use texts, images, graphics and other content provided by the Partner in whole or in part when creating advertising material and also to edit these for this purpose (cf. Section 8.2.).
6. Obligations of the Partner
6.1 The Partner shall provide Axel Springer with the content required for the performance of the contract, including the advertising material required for the co-operation spaces, in a suitable quality no later than 10 working days before the planned publication. If advertising material or other content is not supplied on time, is incomplete and/or does not meet the technical specifications, the term of the contract will not be extended and the services owed by Axel Springer will not be made up for. Axel Springer’s right to payment of the agreed remuneration remains unaffected.
6.2 Links set by the Partner in the context of integration are only permitted as no-follow links.
6.3 Channelizer pages must be labelled by the Partner as an offer from the Partner directly below the header that is matched to the cooperation website with the statement “A service from [Partner name]” and above the footer that is matched to the cooperation website with a correspondingly labelled link to the Partner’s legal notice and privacy policy. The linked provider labelling and the partner’s privacy policy must comply with the legal requirements.
6.4 Partner content that is integrated into pages of the cooperation website via iFrame must be labelled by the Partner with the words “An offer from” and the Partner’s logo, as well as a correspondingly labelled link to the Partner’s privacy policy.
6.5 Insofar as content hosted by the Partner is integrated into pages of the co-operation website, the Partner is obliged to keep the corresponding content available and retrievable for the entire term of the contract. It must be ensured that the retrieval can take place at a speed that does not significantly delay the loading of the entire page.
6.6 During the entire term of the contract, the Partner must keep the websites to which links are to be provided from the cooperation areas available.
6.7 The Partner is responsible for ensuring that the content made available by it, including the content integrated into pages of the cooperation website via iFrame and the content originating from the Partner and integrated into Channelizer pages, is designed in such a way that it does not violate legal provisions and in particular complies with all youth protection, press, competition, data protection, criminal and media service regulations. This also applies to the Partner’s content to which reference is made by means of a link.
6.8 In the event of a breach of section 5.6, the Partner shall indemnify Axel Springer in full on first demand against any damages, costs or other disadvantages incurred by Axel Springer as a result, including the costs of Axel Springer’s legal defence. Axel Springer is under no obligation to check the content before it is published.
7. Exclusivity
If exclusivity of the integration has been agreed and nothing to the contrary has been agreed, this applies exclusively to the integration of in-article widgets and notifications. Unless otherwise agreed, the agreed exclusivity shall be understood as industry exclusivity in relation to a list of competitors provided by the Partner for this purpose and confirmed by Axel Springer. In case of doubt, the relevant industry shall be determined by the product or brand that is to be placed at the centre of the integration. In this respect, Axel Springer undertakes, in relation to the product or brand in question, not to realise a corresponding deep integration into the Cooperation Website for a direct competitor product of a competitor on the confirmed list. If the Partner or the Partner’s brand cannot be allocated to a specific product or product area or to a large number of different products or product areas, the Parties shall agree on the products relevant for industry exclusivity.
8. Granting of rights
8.1 The Partner shall grant Axel Springer the non-exclusive rights of use under copyright law, ancillary copyrights and any other existing rights to the content provided by it that are necessary for the contractual creation and publication of the content, in particular the right to reproduce, distribute and make available to the public by means of online media of all kinds and by means of all known technical processes, in terms of time and content to the extent necessary for the performance of the contract, but at least for the term of the contract plus four weeks (see section 13.4.). The aforementioned rights are granted without restriction as to location. Axel Springer is entitled to sub-licence the rights to the extent necessary for the purposes of the Agreement.
8.2 The granting of rights pursuant to Section 8.1. also includes the right to edit the content provided by the Partner, in particular to change its size, rearrange elements, remove elements, combine all or individual elements thereof with other content, etc. and to use the edited content to the extent provided for in Section 8.1. insofar as this serves to integrate content into the Cooperation Website. Axel Springer will protect the legitimate interests of the Partner in this respect.
8.3 The Partner also grants Axel Springer the right to use the company name and the Partner’s logos and trademarks released for this purpose in the course of the performance of the Agreement to the extent agreed and necessary for the performance of the Agreement and to reproduce, publish, distribute and make publicly accessible the logos and trademarks for this purpose. The rights shall be granted for at least the term of the contract plus four weeks (cf. clause 12.4.).
8.4 The Partner warrants to Axel Springer that it holds all the rights to the logos, brands, texts and other content provided by it that are necessary for the performance of the Agreement and that it can grant Axel Springer the rights to them that are necessary for the performance of the Agreement. In this respect, the Partner shall indemnify Axel Springer against all third-party claims. The indemnity includes, in particular, all judicial and extrajudicial costs for Axel Springer’s legal defence.
8.5 Any concepts and components on which Axel Springer’s offers are based may be protected by copyright and competition law and must be treated confidentially by the Partner. In particular, these concepts may not be passed on to third parties in this or any modified form or used by the Partner for purposes other than the contractual purposes.
9. Remuneration
9.1 The Partner is obliged to pay the remuneration agreed with Axel Springer in each case in return for the integration services and for other agreed services. Depending on the agreement, the remuneration may consist of various remuneration components such as a fixed remuneration, a minimum guarantee, a revenue share, a CPL remuneration, a CPC remuneration, a CPO remuneration, etc. All agreed remuneration is exclusive of value added tax, insofar as this is applicable in accordance with the statutory provisions.
9.2 If the payment of a cost-per-lead (CPL) remuneration has been agreed, a lead subject to remuneration exists if
- a user has successfully completed the order process with the partner for the first time directly on a landing page or channeliser page or via a landing page or channeliser page, or
- a user has visited a landing page or channeliser page without immediately completing the order process with the partner, but completes the order process within 60 days or any other agreed period after his most recent visit to a landing page or channeliser page and it is his first order with the partner. The entitlement to remuneration under this provision does not arise if a more recent cookie is stored in the user’s browser that the Partner or a third party has set for the Partner for billing purposes with a co-operation partner of the Partner other than Axel Springer (“last cookie wins” principle).
9.3 If a revenue share from Axel Springer has been agreed as remuneration, the basis for calculation shall be the total net revenue generated by the Partner in the billing month (“Profit Share”). The total net revenue includes all net revenues actually received by the Partner in the billing calendar month, insofar as these result from orders placed by users who
- have reached the landing page(s) or Channeliser page(s) from the cooperation website and
- have completed the order process with the partner within 60 days or any other agreed period.
This includes users who do not immediately start and/or complete the order process after reaching the landing page or Channeliser page, but who later go through the order process and complete it within 60 days, regardless of the website on which this occurs. The partner will implement the user tracking required to determine the profit share and maintain it during the term of the contract and during any agreed lifetime value period.
9.4 If the payment of a cost per install (CPI) remuneration has been agreed, this shall be calculated per install. An “install” is deemed to be any installation of a predetermined app of the partner (“partner app”) on an Android or iOS-based mobile device by a user who has reached the relevant app store or the download page of the landing page or the Channeliser page via a link from the cooperation website and who has completed the installation of the partner app within 60 days. This includes installations by users who do not immediately start and/or complete the installation process after reaching the landing page or channeliser page, but who later go through it and complete it within 60 days, regardless of the app store or website in which this happens.
9.5 If the payment of a cost per re-engagement (CPR) fee has been agreed, this shall be calculated per reactivated user. A re-engagement of a user subject to remuneration shall be deemed to have occurred if a user who has already installed the pre-defined partner app but has not opened it for at least 48 hours has opened it again after being directed to the already installed partner app via the cooperation website, irrespective of whether the user is using an iOS or Android end device.
9.6 If the payment of a cost-per-order (CPO) fee has been agreed, this shall be calculated per order. An “order” is deemed to be any contract concluded by a user of a cooperation website that is concluded directly on or via a Channelizer page or a landing page, regardless of how many intermediate steps are required to conclude the contract, with which provider the contract is concluded and via which cooperation website the user reached the Channelizer page or the landing page. The obligation to pay remuneration for an order lapses retroactively if the user concerned has effectively declared the cancellation of his corresponding contractual declaration. If the Partner wishes to include further products in the agreed co-operation, this must be agreed separately with Axel Springer in advance by agreeing a specific CPO amount.
9.7 If the parties have agreed to pay a minimum guarantee, any agreed CPL remuneration, revenue share, CPI remuneration, CPR remuneration, CPC remuneration and/or CPO remuneration shall only be paid in addition to the minimum guarantee to the extent that they together amount to more than the amount payable as a minimum guarantee in the relevant billing month. If the aforementioned flexible remuneration components together amount to less than the amount payable as a minimum guarantee, they are cancelled for the month in question. They shall not be carried forward to other months.
9.8 If the parties have agreed to pay a fixed amount (“fixed salary”), this amount must always be paid in addition to any other agreed remuneration components. The fixed salary shall not be offset against other remuneration components or offset against other remuneration components unless this has been expressly agreed.
10. Agency commissions, discounts
10.1 No agency commission (AE) shall be granted on the commissioning of integration services. Corresponding sales shall not be offset against threshold amounts agreed in agency agreements.
10.2 Remuneration to be paid by the Partner for integration services shall neither constitute a commitment nor a discount, i.e. it shall neither be taken into account in the calculation of any total sales thresholds generally agreed with the Partner nor shall the corresponding sales be discounted.
11. Reporting, invoicing
11.1 Unless otherwise agreed, the Partner shall provide AAxel Springer with an evaluation by the 10th of the month following the calendar month in question, which contains detailed information required for the calculation of the agreed remuneration components (depending on the agreement, e.g. information on the total net sales achieved, the number of new customers generated, etc.). The information must be transmitted regardless of whether or not the threshold of any agreed minimum guarantee has been reached in the relevant billing month. The analysis must be broken down by individual cooperation websites if necessary. If the billing-relevant data is collected via a partner programme network to which both parties are connected, and if Axel Springer has access to all billing-relevant information via the partner programme network, the Partner will only transmit separate evaluations at the separate request of Axel Springer. The handling of the cooperation via a partner programme network always requires the express consent of Axel Springer.
11.2. Axel Springer shall invoice the Partner for the remuneration owed for each respective billing month by the 15th of the month following the billing month, taking into account the transmitted evaluations.
11.3. Invoice amounts shall be settled by the Partner without any deductions within 14 days of receipt of the invoice.
11.4. Insofar as Axel Springer itself collects billing-relevant metrics, these shall be solely decisive for the billing. The Partner is not precluded from proving that the actual numbers deviate from these. However, a deviation of no more than 10% shall remain disregarded in any case. If the Partner proves a deviation of the actual numbers from those determined by Axel Springer by more than 10%, the following regulation shall apply to the number of billing-relevant metrics that exceed the 10% deviation (hereinafter referred to as “Excess Deviation”): The Partner must notify Axel Springer of the Excess Deviation without delay. The parties shall jointly analyze the reason for the Excess Deviation and endeavor to rectify the cause. If an error in determining the number of billing-relevant metrics by Axel Springer is identified as the cause, the numbers that would have been determined by Axel Springer without the identified error shall be deemed decisive. If the cause cannot be clearly determined, the parties shall average the number of billing-relevant metrics to that extent.
11.5. The Partner can only offset claims from Axel Springer with an undisputed or legally established claim. The Partner is only entitled to exercise a right of retention if the counterclaim is undisputed or legally established and is based on the same contractual relationship.
12. Audit
12.1. Axel Springer is entitled, upon prior written notice, to have the business and accounting books of the Partner, insofar as they are relevant for determining the calculation bases and for calculating Axel Springer’s remuneration claims, reviewed by an independent auditor who is subject to a confidentiality obligation by virtue of his profession, during regular business hours. The auditor may only report the results of his audit to Axel Springer to the extent that they are relevant for the correct calculation of Axel Springer’s remuneration claims. The auditor is not authorized to disclose any other information. If the audit reveals errors to the detriment of Axel Springer, the resulting difference amounts must be promptly settled by the Partner.
12.2. The Partner must reimburse Axel Springer for the costs of the audit if the determined difference amount owed additionally by the Partner is 5% or more of the already invoiced remuneration.
13. Termination of Contract
13.1. If the parties have not agreed on a fixed term for the integration and have not otherwise agreed on anything different, the agreement on the integration shall have a term of 12 months. The agreement will automatically renew for an additional twelve months each time, unless it is terminated in writing with one month’s notice prior to the end of the respective term.
13.2. The right to extraordinary termination remains unaffected.
13.3. Any termination must be in written form.
13.4. The Partner acknowledges that the removal of cooperative spaces or cooperation-related content from the cooperation website may take some time after the termination of the contractual relationship. The Partner accepts a transition period of four weeks for the dismantling, during which Axel Springer may continue to use the relevant content. Insofar as advertisements continue to be displayed during the transition period, Axel Springer may continue to demand any performance-based remuneration agreed upon in the terminated contract as compensation from the Partner. However, there shall be no claim to a fixed amount or minimum guarantee agreed upon in the terminated contract for the transition period.
14. Liability
14.1. Axel Springer is liable for damages to the Partner in accordance with statutory provisions if the damages were caused intentionally or through gross negligence, if they result from the absence of a guaranteed quality of the service, if they are based on a culpable breach of material contractual obligations, if they result from a culpable violation of health, body, or life, or if liability is provided for under the Product Liability Act. However, in the case of merely negligent violation of material contractual obligations, Axel Springer’s liability is limited to damages that must typically and foreseeably be expected to arise in the provision of the agreed services. This limitation does not apply to damages resulting from a violation of health, body, or life.
14.2. Material contractual obligations are those contractual obligations whose fulfillment is essential for the proper execution of the contract and on which the Partner can regularly rely, and whose violation jeopardizes the achievement of the purpose of the contract on the other hand.
14.3. Otherwise, Axel Springer’s liability is excluded irrespective of the legal basis.
14.4. If Axel Springer is liable for the loss of Partner data taking into account the above provisions, liability is limited to the typical restoration costs that would have occurred even with regular and appropriate creation of backup copies by the Partner.
15. Disruptions of the contractual relationship due to force majeure
If the contract, in whole or in part, is not executable due to reasons not attributable to Axel Springer, especially due to force majeure, strikes, legal provisions, pandemics, disruptions from the responsibility of third parties (e.g., other providers), network operators, or service providers, or similar reasons, the parties hereby agree to fulfill the contract upon expiration of the contract term. The entitlement to compensation remains unaffected. If the contract, in whole or in part, is not executable due to reasons attributable to the Partner, the respective statutory regulations shall apply.
16. Confidentiality
16.1. The Parties shall treat information about the affairs of the other Party obtained during the execution of the contract (“confidential information”) as confidential, disclose it to third parties only to the extent necessary for the performance of the contract, and use it solely for the purposes of contract performance. The obligation of confidentiality does not apply to information that:
– was already known to the public at the time of disclosure,
– was lawfully received by the receiving Party from third parties, particularly without violating existing confidentiality obligations,
– was already generally known at the time of contract conclusion, or
– subsequently becomes generally known without violating the obligations contained in this agreement
(publicly available information). The obligation of confidentiality also does not apply to information that must be disclosed due to mandatory legal provisions, a legally binding court decision, or an official order.
16.2. The obligation of confidentiality shall continue beyond the term of the contract with regard to all confidential information, as long as and to the extent that such information is not or does not become publicly available.
17. Data Protection
17.1. If the agreed integration enables the processing of personal data of users by the Partner or a data processor appointed by the Partner, the processing of the relevant personal data shall be carried out jointly by the Parties in accordance with Article 26 of the GDPR (“Joint Data Processing”).
17.2. The respective data protection obligations of the parties, as well as their respective actual functions and relationships with regard to data subjects, are regulated in a separate Joint Control Agreement, attached as Annex 1.
18. Final Provisions
18.1. The Partner’s general terms and conditions shall not apply. This also applies if such conditions of the Partner have not been expressly objected to.
18.2. Oral side agreements have not been made. The contract can also be concluded by a simple electronic signature in accordance with the eIDAS Regulation. Unless this contract explicitly allows for an email in individual cases, changes, additions, and cancellations of this contract and its annexes, including the cancellation of the formal requirement described here, require written form or a simple electronic signature in accordance with the eIDAS Regulation.
18.3. Axel Springer is entitled to transfer the rights and obligations under the contract individually or as a whole to a company affiliated with Axel Springer within the meaning of ยงยง 15 et seq. AktG.
18.4. German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
18.5. If the Partner is a merchant, a legal entity under public law, or a special fund under public law, Berlin shall be the exclusive place of jurisdiction for all claims arising from the user agreement. However, Axel Springer may also sue the Partner at its general place of jurisdiction.