General Terms and Conditions for Advertising offers from Online Shops on idealo Websites

Version: 31. August 2023

Preamble

WHEREAS, the Partner sells products and/or services to customers via its internet service, which is separately named between the parties, (hereinafter also: “Online Shop”).
WHEREAS, the company idealo internet GmbH (hereinafter: “idealo”) is engaged in the operation of product and price comparison of goods and services on the internet. On the website www.idealo.co.uk and on idealo's partner websites including mobile applications and by means of email messages (hereinafter individually and jointly referred to as: “idealo Websites”), potential buyers (hereinafter: “Customers”) can obtain information about products and services offered by third parties on the internet (hereinafter “Listing” or “Advertising”.

§ 1 Object of the Agreement

idealo advertises the Partner's offers on idealo Websites by listing them. When listing, idealo sets links to the URL of the online shop named by the Partner. The purchase transaction takes place directly and exclusively between the customer and the Partner.
idealo does not owe any specific functionality or availability of the idealo Websites. The current main parameters determining the ranking of the offers as well as the reasons for the relative weighting of these main parameters compared to other parameters can be viewed at https://www.idealo.co.uk/offers/ranking.

§ 2 Consideration

The Partner remunerates idealo for the Advertising: For Listing on idealo Websites, a fee is paid for every visit to the Partner's websites that is generated by idealo (hereinafter “Click”). The amount to be paid is determined by the Cooperation Agreement between the Partner and idealo.

§ 3 Obligations of the Partner

The Partner is only permitted to provide idealo with offers that comply with statutory provisions in compliance with these GTC and the idealo guidelines. In particular, the Partner is not permitted to use false or misleading advertising for its products and services or provide idealo with offers that infringe against copyright, trademark or other laws. In particular, information provided to idealo regarding the fees for various payment methods and for the cost of delivery must comply with statutory regulations.
The Partner shall independently perform and take responsibility for all services connected with the use of the Online Shop.
As payment method, the Partner offers the Customer at least one other standard payment option (e.g., credit card, invoicing or direct debit), and not exclusively advance payment (e.g., via bank transfer).
The total domestic shipping costs per product calculated for the Customer by the Partner (including fees for various payment methods) amount to a maximum of EUR 15.00 for small items and EUR 50.00 for large items, including any charges added to the purchase price for eventual returns, insurance or additional transaction fees. Higher delivery costs are only permitted on exception in cases of delivery via freight forwarding agent.
The Partner guarantees that it can and will acquire, sell and dispatch the articles according to the conditions applicable to the respective order. Any complaints, returns or similar shall be duly processed and dealt with in accordance with applicable legal regulations.
The Partner agrees to use Customer data only in accordance with the consent granted by the Customer and the legal stipulations.

§ 4 Billing and Payment

idealo compiles a monthly performance report and calculates the resulting remuneration due in accordance with § 2, plus the statutory VAT (when applicable). The reporting is retrievable for the Partner.
Determination of the Advertising to be remunerated is carried out exclusively by idealo. Upon request, the Partner has the right to access and inspect the documents and any other evidence necessary for checking the accuracy and completeness of the determined Advertising and the resulting invoices once per year. This right applies only to invoices that the Partner received from idealo within the last 15-month period before the inspection. The inspection must take place at an appropriate time, i.e., announced with sufficient lead time and carried out during idealo's regular office hours. Due to the confidential nature of these documents and this information, the inspection must take place at idealo's offices and can only be performed by a certified accountant or another specialist who is legally bound to confidentiality by his/her profession (hereinafter jointly and separately referred to as: “Auditor”). The statutory provisions, in particular those regarding data protection, are to be observed. The acting Auditor will forward only data and results that are required for the invoicing process to the Partner. If the Auditor's inspection uncovers a deviation to the Partner's disadvantage of more than five per cent for which idealo is responsible, then idealo shall be required to pay the reasonable inspection costs incurred; otherwise the Partner shall carry these costs.
If the invoice amount is less than EUR 20.00 excluding VAT, then idealo has the option of waiting to invoice until the total remuneration due exceeds this amount. idealo is entitled, but not required, to send the invoice in pdf format via email to the email address provided for this purpose by the Partner.
The invoice amount is due immediately. Any costs associated with the payments, including any back payments, are to be carried by the Partner in accordance with its agreements with its payment service provider.
idealo reserves the right to send invoices biweekly (every 14 days) rather than monthly.
Valid payment reminders of overdue invoices can be sent by idealo in text form to the email address provided for this purpose by the Partner.

§ 5 Cooperation and Information Duties of the Partner

In order to ensure that the Partner's offers listed by idealo remain up to date, the Partner is obligated to provide idealo with all the information and documents necessary for the Listing and/or Advertising and those that are required for legal/economic purposes at the frequency and in the format requested by idealo. Handover location for and structure of the information to be provided are to comply with guidelines that will be specified by idealo.
At the Partner's request, idealo can suspend the Advertising of the Partner's offers (hereinafter: “DeListing”). The Partner must submit any De-Listing requests via email to mail@idealo.co.uk, effective the following working day, whereby Saturday is not considered a working day. In particular, the clearing or deletion of the Partner's CSV file does not result in De-Listing.
The Partner agrees to assess idealo's services and participate in market research and opinion polls when asked to do so by idealo. All survey results will be processed and used without reference to a person. The Partner may withdraw consent at any time to this data being used by idealo.

§ 6 Usage Rights

The Partner provides idealo with texts, logos, trademarks, product images, videos and other written or graphical representations in the highest resolution available to the Partner that facilitate identification of the Partner or its offers, (hereinafter individually and jointly referred to as: “Content”) and grants idealo, in particular with regard to all existing industrial property rights, the simple, gratuitous, revocable, spatially and temporally unlimited usage rights to this Content (including adaptation rights, insofar as editing and rearrangement preserve the original spirit and character of the work). Provided that the Partner does not object, idealo can also obtain Content from the websites of the Online Shop. idealo is not required to credit the author. The scope and content of the rights of use is limited to what is appropriate for the operation of the idealo Websites and the promotion of the Online Shop, its respective offers and the idealo Websites.
The Partner is not permitted to extract any content or offer data saved by idealo or published on idealo's Websites (hereinafter referred to as: “idealo Content”), either through copying or through readout methods (e.g., screenscraping) or via third parties, unless this Content was provided to idealo by the Partner itself.

§ 7 Customer Reviews

idealo is entitled to publish both positive and critical Customer reviews regarding the ordering process and service of the Online Shop without closer examination as to whether the content of a review is correct, unless the Partner provides convincing proof to idealo that the content of a given review is incorrect.
In its email correspondence with the Customers and on the websites of the Online Shop, the Partner shall indicate the possibility of submitting a review on the idealo Websites in a legally permissible manner. The Partner will not exercise any influence over the content of the Customer reviews and shall not write or submit any reviews.

§ 8 Term of contract, restrictive measures and termination

The cooperation agreement shall run for an indefinite period and may be terminated by either party at any time with 30 calendar days' notice.
The right to terminate without notice for good cause, for example in the event of repeated breach of contract by the respective other party, shall remain unaffected. Each party may terminate the other contracting party without notice if facts exist on the basis of which the terminating contracting party cannot reasonably be expected to continue the contract, taking into account the individual case and weighing the interests of both parties.
Notice of termination must be given in text form (e-mail, fax, letter). A corresponding e-mail to mail@idealo.co.uk or to the operational contact person specified by the Partner shall suffice.
Subject to §8.5, idealo can take the following measures ("restrictive measures") against the Partner:

a. Delaying the publication of offers, ratings and other content
b. Refusal of the publication or deletion of offers, evaluations or other content
c. Warning
d. Temporary hiding of offers
e. Temporary suspension from the use of idealo services
f. Other restrictions on the use of idealo services

5. The prerequisite for imposing a restrictive measure in accordance with §8.4 is concrete evidence that the Partner is violating legal regulations, official or court orders, the idealo GTC, the idealo guidelines or the rights of third parties (for example integrated payment service providers) or that there is otherwise a justified interest in the restrictive measure.

6. A legitimate interest may arise in particular for the following reasons:

a. In the event of harassment, insult, threat or other interference with the rights of the Customers, other online shops and/or idealo (incl. affiliated companies) by the Partner
b. In case of at least 5 complaints or negative evaluations per quarter by the Customers
c. Fraud prevention (to protect users, online shops and/or idealo from fraudulent activities)
d. Reputation protection (including polemical statements or allegations of untrue facts to the detriment of idealo)
e. Transmission of offers that do not comply with the relevant laws or idealo guidelines
f. Partner does not issue a requested direct debit authorisation or revokes an existing direct debit authorisation
g. Default of payment of the contracting party
When deciding on the imposition of a restrictive measure, idealo will take into account the legitimate interests of the Partner.
7. idealo will justify any termination and/or restrictive measure. Possible reasons for the imposition of an ordinary termination according to §8.1 and/or a restrictive measure according to §8.4 result from §8.5. Furthermore, an ordinary termination can be based on the fact that idealo and the Partner do not agree on the amount of the remuneration.
However, no justification shall be given as long as there is reason to believe that it would hinder the effective combating of unlawful activities or must or can be omitted due to law, official or judicial order.
8. If idealo imposes a restrictive measure in accordance with section 4 or declares termination, the Partner has the opportunity to clarify the underlying facts and their assessment within the framework of idealo's internal complaints management procedure (cf. § 14.5 of these idealo GTC).

§ 9 Liability

Both parties operate their respective internet service (idealo Websites or Online Shop) independently from one another and are solely responsible for the content, functionality and legality of their own websites.
idealo assumes no responsibility for Customer behaviour. In particular, idealo is not liable for any loss or damage caused or alleged to be caused by a Customer. Likewise, idealo is not responsible for and expressly does not guarantee any certain volume of sales, revenue or other success generated by visitors from the idealo Websites.
The Partner shall keep idealo indemnified and held harmless from all third party claims, in particular those arising from the graphics, content or technical design of the websites of the Online Shop and/or the products, services and information offered or not offered on them. This also holds true for third party claims arising from information, particularly Content, that the Partner has provided to idealo and that idealo has used. The Partner shall keep idealo indemnified and held harmless from any legal claims, rights or remedies in connection with contractual obligations, insurance or guarantees that the Partner has assumed with respect to a third party within the scope of concluding this contractual relationship (in particular within the scope of order processing). This does not apply if the Partner is not responsible for the infringement.
If Customers invoke the conditions of the Online Shop against idealo, and if the Online Shop submitted these conditions to idealo but does not hold them effective for the Customer (e.g., free returns), idealo has the right to fulfil these conditions for the Customer in the stead of the Online Shop. The Partner will reimburse idealo for any and all costs hereby incurred.
idealo is liable – regardless of legal grounds – only

a. in the case of wilful misconduct or gross negligence of a statutory representative, an executive employee or another vicarious agent,

b. on the merits of each culpable injury of a duty, the proper fulfilment of which constitutes a condition sine qua non and on the fulfilment of which the Partner regularly relies (so-called cardinal duties), in the case of default or impossibility of performance, whereby liability for financial losses and property damage is limited in amount to foreseeable, typically occurring damage or loss.

c. The above limitations on liability do not apply in cases of mandatory statutory liability, in particular those pursuant to the German Product Liability Act (Produkthaftungsgesetz), assumption of a guarantee or loss or damage resulting from culpable injury to life, limb or health.

§ 10 Confidentiality

The parties agree to maintain the secrecy of any confidential information. This involves in particular information regarding the business, business procedures, price structures, transactions and financial statements, financial or contractual agreements, the contents of this contract and the procedures and programs used by idealo. In the case of doubt, it is to be assumed that information about the modes of operation of a contractual party that the other contractual party obtains within the scope of the cooperation is to be kept confidential. This obligation remains in effect for a period of two years after termination of the Cooperation Agreement. Excluded from this obligation is confidential information:

a. that the recipient party can prove to have obtained either before concluding the contract or afterwards from a third party without in any manner breaching a confidentiality agreement, statutory provision or official order;

b. that is publicly known before concluding the contract or is made publicly known thereafter, insofar as this does not stem from a breach of this contract;

c. that must be disclosed as a result of a statutory requirement or by order of a court or public authority. To the extent that it is permissible and possible, the recipient party legally required to disclose this information shall inform the other party in advance so that this party has the opportunity of taking action against the disclosure.

2. The contractual parties shall grant access to confidential information only to such consultants that are bound to secrecy by their profession or bound to the confidentiality obligations of this contract. Furthermore, the parties will reveal confidential information only to those employees of their company and of companies bound with idealo in accordance with § 15 German Stock Corporation Act (Aktiengesetz) who must have access to this information in order to carry out the provisions of this contract. Moreover, these employees shall be obligated to maintain confidentiality even after termination of their employment relationship to the company to the extent that this is permitted under German labour law. The contractual parties are further obligated to take precautions to hinder third parties from accessing confidential information.

3. Each culpable breach against the regulations in § 10.1 und § 10.2 carries a contractual penalty to the amount of EUR 1,000.00 (one thousand Euro). The injured party reserves the right to further claims. A penalty paid will be credited against a claim for damages.

§ 11 Adjustments for Consumer Price Index

If the “Consumer Price Index for Germany” (German: “Verbraucherpreisindex für Deutschland”) published monthly by the Federal Statistical Office (German: Statistisches Bundesamt) (available at: http://www.destatis.de), differs more than 5 per cent from the index published for the month when this Cooperation Agreement was signed, then the remuneration to be paid by the Partner is automatically adjusted proportionally and rounded to the nearest 0.1 Euro cent in accordance with commercial rounding. These changes become effective beginning the following month.
This regulation shall continue to apply to every further change in the Index in relation to the last adjustment in remuneration.

§ 12 Amendments to the Agreement

idealo reserves the right to amend this agreement for important reasons, in particular in the event of a change in law or in the wake of a supreme court decision. Furthermore, idealo reserves the right to amend less significant provisions of this agreement at any time and without naming any particular reason, insofar as this change does not lead to a rearrangement of the structure of this contract as a whole. A reorganisation of the contractual structure as a whole exists, for example, in the case of an amendment to § 2 - Consideration - or § 9 - Liability.
The amended terms and conditions shall be sent in text form by e-mail at least 30 days before they come into force. If the Partner does not agree to the changes, he has the right to terminate the contract free of charge in text form up to the proposed date of entry into force of the changes. The termination will take effect 15 days after receipt of the termination notice by idealo. The Partner can waive the period of notice in accordance with § 12. 2at any time either by a written declaration or a clear confirming act. The posting of new goods or services in the online intermediation services prior to the expiry of the period is to be regarded as an unambiguous confirming act by which the period is waived, except in cases where the reasonable and proportionate period is more than 30 days because the Partner has to make significant technical adjustments to its goods or services due to the changes to the GTC. In these cases, the contractor's introduction of new goods and services does not automatically constitute a waiver of the time limit.

§ 13 Access and use of data

In connection with the use of the service, idealo receives access to various data of the users and the Partner. This includes data that the Partner transmits to idealo in order to display its offers on idealo Websites (for example, item descriptions or product images), as well as personal data within the meaning of Art. 4 No. 1 GDPR in connection with the use of the service.
Further data arise by the use of the service or is generated by idealo when using the service. This includes, for example, data on communication, analysis of calls to the offer, click and order statistics or customer ratings.
Within the scope of the use of our service and for billing purposes with the Partner and for the processing of our contractual services, the Partner receives access to this data by e-mail and/or via his merchant account.
Data will also be passed on to third parties if idealo is legally obliged to do so or if this is necessary for the provision of our services.
Unless idealo is obliged to retain the data for contractual or legal reasons or has a legitimate interest in retaining the data, idealo will delete the data after termination of the contract.
The Partner no longer has access to data provided to him in the merchant account after termination of the contract.
Information on the processing of personal data by idealo can also be found in the privacy policy.

§ 14 Final Provisions

Should any provision of these General Terms and Conditions be or become fully or partially void or invalid, this shall not affect the validity of the remaining provisions. Any unincorporated or invalid General Terms and Conditions are replaced by German statutory law (§ 306 Abs. 2 BGB - German Civil Code). Apart from that, the parties shall undertake to replace the invalid or ineffective provision with an effective provision that comes as close as possible to fulfilling the economic intent and purpose of the invalid or omitted provision, insofar as a supplemental interpretation does not take precedence or is not possible.
German law applies exclusively.
Amendments and supplements to this agreement are only effective in text form. This also applies to the sentence on text form above. Place of performance is Berlin.
The exclusive place of jurisdiction for claims in connection with the implementation of this contractual relationship is Berlin, district “Mitte”, as agreed upon, insofar as the Partner is considered a merchant under German Commercial Code (Handelsgesetzbuch, HGB), has no permanent residence in Germany, has moved permanent place of residence abroad since this agreement went into effect, or the residence or habitual abode is not known at the time that the complaint is filed.
idealo operates a free-of-charge internal system for complaints of the Partner in connection with the contractual relationship, which can be reached via e-mail at complaintmanagement@idealo.co.uk and ensures processing within a reasonable time frame. idealo carefully examines each complaint and will take any necessary measures and inform the Partner about this or about the result of the complaint procedure.
idealo cooperates with the mediators recommended by the German E-Commerce and Distance Selling Trade Association (Bundesverband E-Commerce und Versandhandel bevh e .V.) listed here (Mediation according to P2B Regulation - Bundesverband E-Commerce und Versandhandel bevh e.V.) in order to achieve an out-of-court settlement of any disputes with commercial Partners. The mediation procedure may involve costs for the Partner. Before initiating such proceedings, Partners should therefore also try to clarify their concerns free of charge with idealo's complaints management (see § 14.5 of these idealo GTC) in order to find a quick solution.