Imprint / General terms and conditions

idealo internet GmbH
Zimmerstrasse 50
10888 Berlin, Germany
Fax +49 30 80 09 70 50 2
E-mail: mail@idealo.co.uk
Managing directors: Maxim Nohroudi, Jörn Rehse, Martin Sinner
VAT ID: DE813070905
Commercial register: HRB 76749 - Berlin-Charlottenburg Local Court

Responsible for content

Jörn Rehse
Zimmerstraße 50
10888 Berlin, Deutschland

Please do not send any goods to the address in this imprint, as it is not possible to accept goods.

General Terms and Conditions for advertising offers from online shops on idealo pages

Status: 31 August 2023

Preamble

The contractual partner sells goods or services to customers via its Internet service, which is named separately between the parties (hereinafter also referred to as the ‘online shop’).
The object of idealo internet GmbH (hereinafter referred to as ‘idealo’) is the operation of product and price comparisons for goods and services on the Internet. On www.idealo.de and on partner sites including mobile applications and by means of e-mail messages (hereinafter in each case and also summarised: ‘idealo sites’), potential purchasers (hereinafter ‘customers’) can receive information about goods and services offered on the Internet by third parties (hereinafter: ‘listing’ or ‘application’).

§ 1 Subject matter of the contract

idealo advertises the Contractual Partner's offers on idealo pages through listings. In the listing, idealo places links to the URL of the online shop specified by the Contractual Partner. The purchase process takes place directly and exclusively between the customer and the Contractual Partner.
idealo does not owe a certain functionality or availability of the idealo pages. 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.de/aktion/ranking.

§ 2 Remuneration

The Contractual Partner pays idealo remuneration for the application: as remuneration for the listing on idealo pages, a fee for each visit to the Contractual Partner's website (hereinafter ‘click’) referred by idealo. The amount of the remuneration is determined by the co-operation agreement between the Contractual Partner and idealo.

§ 3 Obligations of the contracting party

The contractual partner may only make his offers available to idealo in compliance with the statutory provisions, these GTC and the idealo guidelines. In particular, he may not advertise his products and services in a misleading manner, nor may he submit offers to idealo that infringe copyright, trade mark rights or other rights. In particular, information on the costs of the means of payment and dispatch must be transmitted to idealo in accordance with the statutory provisions.
The contractual partner shall perform all services associated with the use of the online shop independently and on his own responsibility.
The contractual partner does not offer the customer exclusively payment in advance as a payment option, but at least one other common and reasonable payment option (e.g. by credit card, on account or by direct debit).
The total domestic shipping costs charged by the contractual partner to the customer (including the costs of the means of payment) amount to a maximum of EUR 15.00 per product for small appliances and EUR 50.00 for large appliances, in each case including any cash on delivery, insurance or other transaction fee charged in addition to the purchase price. Higher shipping costs are only permitted in exceptional cases of delivery by a forwarding agent.
The contractual partner guarantees that it can and will procure, sell and dispatch the items in accordance with the conditions applicable to the respective order. In the event of complaints, returns, etc., he will handle these properly.
The contractual partner undertakes to process customer data only with the effective consent of the customer and in accordance with the statutory provisions.

§ 4 Billing and due date

idealo prepares a monthly statement (reporting) on the services and calculates the resulting remuneration in accordance with § 2 plus the applicable VAT (if applicable). The reporting is available to the Contractual Partner.
The determination of the applications to be remunerated is carried out exclusively by idealo. The Contractual Partner has the right, if required, to check the documents and evidence necessary for checking the correctness and completeness of the applications determined and the invoices at idealo once a year and to have them made available to him. This right only applies to invoices that have been issued to the Contractual Partner by idealo in the 15 months prior to the inspection. The checks must be announced in good time, i.e. with a reasonable lead time, and must take place within idealo's normal operating hours. In view of the confidentiality of documents and information, this audit can only be carried out on idealo's business premises and only by a sworn auditor or another expert person who is bound by professional secrecy (collectively referred to as the ‘auditor’). The statutory provisions, in particular with regard to data protection, must be observed. The active auditor shall only transmit to the contractual partner the data and results required for invoicing the contractual partner. If, during the audit by the auditor, a deviation of more than five per cent to the detriment of the Contractual partner is found for which idealo is responsible, idealo must bear the reasonable audit costs and otherwise the Contractual partner.
If the net invoice amount is less than EUR 20.00, idealo may, at its own discretion, issue the invoice only when the total remuneration exceeds this amount for the first time. idealo is entitled, but not obliged, to send the invoice in pdf format by e-mail to the e-mail address of the contracting party provided for this purpose.
The invoice amount is due immediately. Costs for payments, including any refunds, are borne by the contracting party in accordance with his agreements with the payment service providers.
idealo is authorised to issue bi-weekly invoices instead of monthly invoices.
idealo can effectively send reminders in text form to the e-mail address provided by the contracting party for this purpose.

§ 5 Obligations of the contracting party to co-operate and provide information

To ensure that the offers of the contracting party displayed to customers by idealo are always up-to-date, the contracting party is obliged to provide idealo with all information and documents necessary for the application and legally/economically required in the frequency and format requested by idealo. The location and structure of the information provided is based on idealo's specifications.
idealo may interrupt the advertising of the Contracting Party's offer at the Contracting Party's request (hereinafter: de-listing). The Contractual Partner can request this exclusively by notifying mail@idealo.de (Contractual Partners for the UK market who list offers on www.idealo.uk should contact mail@idealo.co.uk) on the next working day, whereby Saturday does not count as a working day. In particular, emptying or deleting his CSV file does not lead to de-listing.
The contractual partner authorises that he/she may be asked to evaluate the services of idealo and for market and opinion research. All survey results are processed and used without personal reference. The contractual partner can object to the use of data at any time.

§ 6 Usage rights

The contracting party shall provide idealo with texts, logos, trademarks, product images, videos and other written or graphic representations that serve to identify the contracting party or its offer (hereinafter in each case and also summarised: ‘content’) in the best resolution available to the contracting party and shall grant idealo the simple, free, revocable, spatially and temporally unlimited right of use (including the right to edit, provided that the editing and redesign is carried out while preserving the intellectual character of the work), in particular with regard to all existing industrial property rights. Unless the contracting party objects, idealo may also obtain content from the Internet pages of the online shop. idealo is not obliged to name an author. The scope and content of the rights of use are limited to what is expedient for the operation of the idealo pages and the advertising of the online shop, its offer and the idealo pages.
The contractual partner is not permitted to copy or extract (e.g. to scrape) content stored by idealo, content of the idealo pages or offer data (hereinafter referred to as ‘idealo content’) that has not been transmitted by the contractual partner or to obtain idealo content from third parties.

§ 7 Customer reviews

dealo is entitled to publish positive and critical reviews by customers about the order processing of the online shop without further verification of the accuracy of their content, but only as long as the contractual partner does not prove to idealo's satisfaction that the content of the facts expressed is incorrect.
In his e-mail communication with the customers and on the Internet pages of the online shop, the Contractual Partner shall refer to the possibility of submitting reviews on idealo pages in a legally permissible manner. The Contractual Partner has no influence on the content of its customers' reviews and will not write any reviews itself.

§ 8 Contract term, 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 other party, shall remain unaffected. Each party may terminate the other party without notice if there are facts on the basis of which the terminating party cannot reasonably be expected to continue the contract, taking into account the individual case and weighing up the interests of both parties.
A cancellation must be made in writing (e-mail, fax, letter). A corresponding e-mail to mail@idealo.de (contractual partners for the UK market who list offers on www.idealo.uk should use mail@idealo.co.uk) or the operational contact specified by the contractual partner is sufficient.
Subject to clause 5, idealo may take the following measures (‘restrictive measures’) against the contractual partner:

a. Delaying the publication of offers, reviews and other content
b. Rejection of the publication or deletion of offers, reviews 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
The prerequisite for the imposition of a restrictive measure in accordance with section 4 is concrete evidence that the contractual partner violates legal regulations, official or court orders, the idealo GTC, the idealo guidelines or the rights of third parties (e.g. integrated payment service providers) or that there is otherwise a legitimate interest in the restrictive measure.
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 end customer, other online shops and/or idealo (including affiliated companies) by the contractual partner
b. In the event of at least 5 complaints or negative reviews per quarter by the end customer
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. Contractual partner does not issue a required direct debit authorisation or revokes an existing direct debit authorisation
g. Default of payment by the contractual partner

When deciding on the imposition of a restrictive measure, idealo will take into account the legitimate interests of the contracting party.
idealo will justify each cancellation and/or restrictive measure. Possible reasons for the imposition of an ordinary termination according to Clause 1 and/or a restrictive measure according to Clause 4 can be found in Clause 5. In addition, an ordinary termination can be based on the fact that idealo and the contracting party do not agree on the amount of the remuneration. However, no reasons will be given as long as there is reason to assume that this would hinder the effective combating of unlawful activities or must or can be omitted due to law, official or court order.
If idealo imposes a restrictive measure in accordance with Clause 4 or declares termination, the Contractual Partner has the opportunity to clarify the underlying facts and its assessment within the framework of idealo's internal complaints management procedure (cf. § 14.5 of these idealo GTC).

§ 9 Liability

Both parties operate their Internet services (idealo pages or online shop) independently of each other and are solely responsible for them technically, in terms of content and legally.
idealo accepts no liability for the behaviour of customers. In particular, liability for damages caused by customers to the contractual partner is excluded. Likewise, idealo assumes no guarantee for a certain turnover or success to be brought about by visitors to the idealo pages.
The contracting party indemnifies idealo against all claims of third parties which are raised in particular due to the graphic, content-related or technical design of the web pages of the online shop and the products, services, information and other services offered or not offered thereon. This also applies to third-party claims that are based on the use by idealo of the information provided by the contracting party, namely the content. The contracting party must indemnify idealo at all times against any liability for a breach of a contractual obligation, assurance or warranty that the contracting party has assumed vis-à-vis a third party in the course of processing this contractual relationship (in particular in the course of order processing). This does not apply if the contractual partner is not responsible for the infringement.
If customers refer to conditions of the online shop that the online shop has communicated to idealo but does not consider to be effective vis-à-vis the customer (e.g. assumption of return costs), idealo may fulfil the conditions vis-à-vis the customer instead of the online shop. The contractual partner will reimburse idealo for any costs incurred as a result.
idealo is only liable - for whatever legal reason

a. in the event of intent and gross negligence on the part of a legal representative, executive employee or other vicarious agent,

b. on the merits in the event of any culpable breach of an obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (so-called cardinal obligation), in the event of default and impossibility, whereby liability for financial loss and damage to property is limited to the amount of typically foreseeable damage.
c. The aforementioned limitations of liability shall not apply in cases of mandatory statutory liability, in particular under the German Product Liability Act, in the event of the assumption of a guarantee and in the event of culpable injury to life, limb and health.

§ 10 Confidentiality agreement

1. The contracting parties agree to maintain secrecy about confidential information. This applies in particular to information about the business, business processes, price structures, transactions, financial or contractual agreements, the content of this contract and the processes and programmes used by idealo. In case of doubt, it is to be assumed that information about the working methods of a contractual party which the other contractual party receives within the scope of the co-operation must be kept secret. This obligation continues for a period of two years after termination of the co-operation agreement. Excluded from this obligation is such confidential information

a. which was demonstrably already known to the recipient when the contract was concluded or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;

b. which are publicly known at the time of conclusion of the contract or are made publicly known thereafter, insofar as this is not based on a breach of this contract;

c. which must be disclosed due to legal obligations or by order of a court or an authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.

2. The contracting parties shall only grant access to confidential information to consultants who are subject to professional secrecy or on whom obligations corresponding to the confidentiality obligations of this contract have previously been imposed. Furthermore, the parties shall only disclose confidential information to those employees of their company and employees of companies affiliated with idealo in accordance with Section 15 of the German Stock Corporation Act who need to know such information for the performance of this contract, and shall also oblige these employees to maintain confidentiality to the extent permitted by labour law for the period after their departure. The contracting parties also undertake to take precautions to prevent third parties from gaining access to the confidential information.

3. Any culpable breach of the provisions of § 10.1 and § 10.2 shall result in a contractual penalty of EUR 1,000.00 (one thousand euros). Further claims of the infringed party shall remain unaffected. Any contractual penalty paid shall be offset against a claim for damages.

§ 11 Adjustment according to the consumer price index

If the ‘Consumer Price Index for Germany’ published monthly by the Federal Statistical Office (available at www.destatis.de) changes by at least 5 per cent compared to the index published for the month in which the cooperation agreement is signed, the current remuneration to be paid by the contractual partner shall automatically change in the same proportion and shall then be commercially rounded to 0.1 euro cents. The change in remuneration shall take effect from the month following the change.
This provision shall apply accordingly to any further index change compared to the last change in remuneration.

§ 12 Amendment of the agreement

idealo reserves the right to amend this agreement for good cause, in particular in the event of a change in the legal situation or in supreme court rulings. In addition, idealo reserves the right to amend less important provisions of this agreement at any time and without stating reasons, provided that this amendment does not lead to a reorganisation of the contractual structure as a whole. A reorganisation of the contractual structure as a whole is, for example, a change to § 2 - Remuneration - 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 contractual partner does not agree with the amendments, it shall have the right to terminate the contract free of charge in text form up to the proposed date of entry into force of the amendments. The cancellation becomes effective 15 days after receipt of the cancellation notice by idealo. The Contractual Partner may waive the cancellation period in accordance with § 13 (2) (1) at any time either by written declaration or by a clear confirmatory act. The posting of new goods or services in the online brokerage services before the expiry of the deadline is to be regarded as an unequivocal confirmatory act by which the deadline is waived, except in cases in which the reasonable and proportionate deadline is more than 30 days because the contractual partner has to make significant technical adjustments to its goods or services due to the changes to the GTC. In these cases, the introduction of new goods and services by the contractual partner does not automatically constitute a waiver of the deadline.

§ 13 Access and use of data

idealo receives access to various data of the users and the contractual partner in connection with the use of the service. This includes data that the contractual partner transmits to idealo in order to display its offers on idealo pages (e.g. article 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 is created when using the service or is generated by idealo when using the service. This includes, for example, data for communication, for analysing views of the offer, click and order statistics or customer ratings.
As part of the use of our service and for billing purposes with the contractual partner and for the processing of our contractual services, the contractual 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 store the data for contractual or legal reasons or has a legitimate interest in storing the data, idealo will delete the data after termination of the contract.
The contractual 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.