Terms and Conditions

1. Scope of Application

  1. These General Terms and Conditions apply to all offers, contracts, and services of wtm Marketing & Vertriebsconsulting GmbH (hereinafter referred to as “wtm”) towards its clients.
  2. Only the General Terms and Conditions of wtm shall apply. In particular, the client’s diverging or supplementary terms and conditions shall only apply if wtm has expressly agreed to them in writing. The General Terms and Conditions of wtm also apply to future offers, contracts, and services, even if they are not separately agreed upon again.

2. Order Placement / Conclusion of Contract

  1. The offers of wtm are non-binding and subject to change. By placing an order, the client submits a binding contractual offer pursuant to § 145 of the German Civil Code (BGB). A contract is only concluded through a written order confirmation from wtm.
  2. The advertiser and the advertised product group must be specified in the orders. In particular, orders from advertising agencies and intermediaries will only be accepted if they are commissioned in accordance with the agency or mediation contract and if the advertisers and product groups are named specifically in the orders to wtm. Any subsequent changes to the advertising campaign by the client require express written approval from wtm.
  3. wtm may request that the advertising content, especially individual ads, be submitted 30 calendar days before the agreed-upon advertising date. wtm is entitled to refuse orders – including individual requests within an order – due to the content, origin, or technical form based on uniform, objectively justified principles, or to temporarily or permanently suspend an already initiated advertising campaign. Such reasons include, in particular, if the advertising content violates laws, contractual or regulatory requirements, or court orders, or if its publication is unreasonable for wtm. Publication is deemed unreasonable, particularly if the content is xenophobic, glorifies violence, dehumanizes individuals, is extremist, or may harm the morals or well-being of children and adolescents. wtm is entitled but not obliged to check advertising content for compliance with the aforementioned provisions before publication.
  4. The confirmation of the use of advertising content provided by the client does not constitute a confirmation of the legal permissibility of the content.
  5. wtm also has the right to refuse or suspend an advertising campaign if the placement or publication of the advertising materials is technically or operationally unreasonable for wtm.
  6. In the case of already concluded contracts or ongoing advertising campaigns, wtm has the right to withdraw from the contract for the reasons specified in 2.3 and 2.5.
  7. wtm is entitled to engage third parties (e.g., partner companies, subcontractors, and freelancers) to fulfill its contractual obligations.
  8. Any transfer of rights and obligations under the contract or the contract itself to third parties requires the consent of the other contracting party. However, wtm is entitled, without the client’s consent, to transfer rights and obligations under the contract, as well as the contract itself, to an affiliated company within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG).
  9. Regardless of the cases mentioned in 2.3 and 2.5, wtm is entitled to terminate the contract without notice if its contractual right to advertise or the regulatory approval to market the relevant advertising spaces ceases to exist (special right of termination). The contractual relationship ends no later than at the time of the termination of the advertising right or regulatory approval. In such cases, the client will receive a pro-rata refund for the period after the exercise of the special right of termination. Any further claims for damages from the client are excluded.

3. Duration

The duration of the advertising campaign is based on the placement system agreed upon in the offer or order confirmation.

 

4. Placement Requests / Exclusion of Competitors

  1. The client has no legal right to select specific advertising media at specific locations or specific placements on the advertising media for network bookings (placement request), unless single selection was possible and agreed upon.
  2. The exclusion of competitors is not guaranteed.

5. Prices / Payment Terms

  1. Prices are quoted exclusive of the applicable statutory value-added tax.
  2. The payment terms agreed upon between the parties apply.
  3. If wtm grants a discount on an invoice amount, it only applies to the media service. No discount is granted for technical costs.
  4. Where costs and interest arise, payments by the client are first applied to the costs, then to the interest, and lastly to the principal claim.
  5. A payment is considered made only when wtm can dispose of the full amount.
  6. In case of delayed payment or deferral, statutory default interest will be charged.
  7. If the client falls behind with their payment obligations or if circumstances arise after the contract is concluded that objectively raise significant doubts about the client’s creditworthiness, which jeopardize wtm’s payment claims, wtm may make the continuation or execution of the advertising campaign dependent on prepayment or security. If the client refuses prepayment or security, wtm is entitled to withdraw from the contract and/or demand compensation.
  8. The client is entitled to offset only with legally established or undisputed claims.
  9. The client may only assert a right of retention or refusal of performance if the counterclaims are based on the same contractual relationship and are legally established or undisputed.
  10. In the case of invoice changes due to the client’s fault (e.g., failure to notify changed contact details or incorrect company name), wtm is entitled to charge the client an administrative fee of EUR 15.00 for the additional special effort.

6. Material Delivery

  1. The delivery and production of advertising materials or print data are at the client’s expense and risk. The technical requirements for the submitted advertising materials or print data, as well as the delivery deadlines, will be communicated to the client upon contract conclusion.
  2. If wtm cannot carry out the order or meet the deadlines because the advertising materials are not delivered or delivered late or in the incorrect format, quantity, or quality, the client remains obligated to pay. wtm will deduct any saved expenses. However, if the client provides the advertising materials before the agreed advertising campaign ends, wtm will attempt to implement them, possibly for a shortened period, but without assuming any obligation. In the case of execution, the client is obliged to pay for the additional special effort caused by the late or improper delivery. If the client refuses execution against payment of the special effort, they remain obligated to pay the agreed fee.

7. Responsibility for Advertising Content / Grant of Rights

  1. The client is solely responsible for the advertising content and other materials, including their design, recognizability, and suitability for advertising purposes. The client guarantees that the content does not violate any laws, regulations, contractual terms, court orders, or the intellectual property rights or other rights of third parties. By placing the order, the client transfers to wtm all rights necessary for the execution of the advertising campaign. These include, in particular, all usage, performance protection, and other rights necessary for the publication of the content through analog and digital advertising media. The client guarantees that they hold these rights and are authorized to transfer them.
  2. The client shall indemnify wtm from any third-party claims. In the event of a third-party claim, the client must promptly provide wtm with all necessary information to assess and defend against the claims. The client will reimburse wtm for any reasonable expenses and costs incurred in connection with the third-party claim, including legal defense costs.
  3. wtm is entitled to use photographs ot the client’s campaign motifs for its own advertising purposes without charge, including for its own brochures, until further notice.

8. Contract Disruptions / Warranty

  1. Liability for non-performance, interruption, premature termination, delay, defective execution, or other disruption of the advertising campaign due to reasons that wtm is not responsible for or that lie outside wtm’s control, particularly due to force majeure (e.g., unrest, government interference, construction or demolition work ordered by public authorities, power outages, IT failures, strikes, operational disruptions, weather conditions, damage or other interference with advertising spaces by third parties), is excluded.
  2. If wtm is responsible for non-performance, interruption, premature termination, delay, defective execution, or other disruption of the advertising campaign, wtm will, at its discretion, either (i) place the campaign on another advertising medium, (ii) extend the campaign on the affected or another medium, or (iii) issue a credit note. Each of the three measures will reflect the affected period relative to the booked period for each advertising medium. If the substitute placement is also not executed correctly, the client may demand a proportional reduction of the payment or withdraw from the contract. If the advertising purpose cannot be objectively achieved through the substitute placement, wtm will refund the client for the payment already made for the specific advertising media or spaces that were actually not delivered or otherwise affected.
  3. Further claims from the client are excluded.
  4. Minor deviations from the agreed advertising campaign, especially due to cleaning and maintenance work, accidents, or vandalism, are disregarded.
  5. Obvious defects must be reported by the client in writing immediately upon discovery, but no later than 30 calendar days after the end of the advertising campaign, with a detailed explanation of the complaint and submission of photographic evidence.

9. Further Liability

  1. wtm is liable for intent and gross negligence, including that of its agents, in accordance with statutory provisions. The same applies to damages caused negligently to life, body, or health. In the case of negligently caused property or financial damage, wtm and its agents are only liable if they breach an essential contractual obligation, limited to the foreseeable and typical damages at the time of contract conclusion; essential contractual obligations are those whose fulfillment shapes the contract and on which the client may rely.
  2. If wtm provides technical information or advice that is not part of the contractual performance obligations, this is done free of charge and without any liability.

10. Priority of Station Branding and Poster Gallery

  1. wtm reserves the right to place advertising materials at its own expense for a limited period on advertising spaces in other subway stations if the originally contracted spaces are needed for Station Branding or Poster Gallery.
  2. In such cases, wtm will inform the client promptly and name alternative advertising spaces or, if no suitable replacements are available, issue a pro-rata credit note. If the client is not interested in the proposed alternative spaces, they may terminate the contract with respect to the affected advertising spaces. If the client does not object in writing within 14 calendar days after being informed about the Station Branding or Poster Gallery, wtm will assume the client’s consent to place the advertising materials on the alternative spaces.

11. Severability Clause
If one or more provisions in these General Terms and Conditions, Special Conditions, or other agreements between wtm and the client are or become invalid or unenforceable, the validity of the remaining provisions and agreements shall not be affected. In such cases, the provisions that most closely correspond to the economic purpose of the invalid provision will apply. If a reinterpretation for legal reasons is not possible, the contracting parties agree to establish complementary provisions that correspond to the preceding sentence. This regulation applies correspondingly if a gap requiring supplementation is identified during the interpretation or execution of the order underlying the General Terms and Conditions or other agreements.

 

12. Jurisdiction / Applicable Law

  1. If the client is a merchant, a legal entity under public law, or a public-law special fund, the exclusive jurisdiction shall be Berlin. The same applies if the client’s business or residence is unknown at the time of filing the lawsuit. However, wtm is entitled to sue the client at the client’s place of business or residence.
  2. The legal relationships between wtm and the client, including these General Terms and Conditions, are governed by the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
 
 
Last updated: January 27, 2025

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