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Terms

PIA FLOAK

General Terms and Conditions (GTC) of PIA Floak GmbH for Media and Adtech Consulting.

This English text is a courtesy translation. The legally binding version of these General Terms and Conditions is the German version (“Allgemeine Geschäftsbedingungen”). In the event of any discrepancy or dispute, the German version shall prevail.

1. Scope of Application / General Provisions

1.1 These General Terms and Conditions (GTC) of PIA Floak GmbH (“We/Us”) apply exclusively vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. (i) natural or legal persons or partnerships with legal capacity that use our services for commercial or professional purposes, and (ii) legal persons under public law and special funds under public law.

1.2 These GTC apply exclusively to the business relationship with our contractual partners – hereinafter referred to as the “Client” – including for information and advice.

Any deviating general terms and conditions of the Client shall only apply if and to the extent that we expressly acknowledge them in writing; otherwise they are rejected. In particular, our silence with respect to such deviating general terms and conditions shall not be deemed acknowledgement or consent, not even in the case of future contracts.

Our GTC apply in place of any general terms and conditions of the Client, in particular the Client’s purchasing conditions (EKB), even if under those purchasing conditions acceptance of the order is deemed unconditional acceptance of the purchasing conditions, or if we perform after the Client has referred to the applicability of its purchasing conditions, unless we have expressly waived the applicability of our GTC vis-à-vis the Client. The exclusion of the Client’s general terms and conditions also applies where the general terms and conditions contain no separate provision on individual points governed by our GTC, or where our GTC contain no provisions on matters governed in the Client’s general terms and conditions.

1.3 By accepting our order confirmation or the contractual service, the Client expressly acknowledges that it waives any legal objection derived from its purchasing conditions to the effect that our GTC do not apply.

1.4 Insofar as framework agreements or other contracts have been concluded with our Client, these shall take precedence. Where no more specific provisions have been agreed there, they shall be supplemented by these GTC.

1.5 Where reference is made below to claims for damages, this shall equally be understood to include claims for reimbursement of expenses within the meaning of Section 284 BGB.

2. Information / Client’s Duties to Cooperate / Advertising Materials / Right of Modification / Data Protection

2.1 Any information and explanations provided by us regarding our services are given solely on the basis of our previous experience. They do not constitute any agreement as to characteristics or any guarantees in respect of our services.

2.2 We assume no liability for the suitability of our services for the intended purpose envisaged by the Client, beyond any mandatory statutory liability, unless we have expressly agreed otherwise with the Client.

2.3 As a duty to cooperate and a principal contractual obligation, the Client is obliged to provide us in good time and in full with all information, data and, in particular, advertising materials required for the provision of the services, and to carry out all actions within its sphere in a timely and free-of-charge manner, so that we can provide our services in accordance with the contract. In particular, the Client shall inform us without undue delay of all circumstances relevant to the proper performance of the services, and shall ensure an appropriate working environment, technical infrastructure and compliance with occupational health and safety requirements. In particular, the Client warrants that advertising materials provided by it are suitable for the proper performance of the services and, in particular, comply with the agreed technical requirements and formats.

2.4 We are not obliged to retain advertising materials provided by the Client after termination of the contract, unless statutory retention obligations exist. Furthermore, we are not obliged to return advertising materials provided by the Client to the Client.

2.5 In the event that advertising materials provided by the Client are not suitable, by objective criteria, for the proper performance of our services (e.g. because they do not comply with the agreed technical requirements and formats), we are entitled, but not obliged, to modify the advertising materials provided by the Client in order to properly perform our services. With regard to advertising materials which, due to their design, are not recognisable as such, we are entitled, but not obliged, to mark the advertising materials as advertising. Such modification services, which are not part of the agreed scope of services and are attributable to a culpable breach of the Client’s duty to cooperate, shall, in the absence of a deviating agreement, be carried out by us on the basis of our respective applicable general price lists for such services and shall be paid by the Client in addition to the agreed remuneration accordingly.

2.6 We process personal data of the Client and its employees exclusively within the framework of the statutory provisions, in particular the General Data Protection Regulation (“GDPR”) and the German Federal Data Protection Act (“BDSG”). Details are governed by a separate data protection agreement, where such an agreement is to be concluded under the applicable data protection regulations.

3. Subject Matter of the Services (Scope of Services) / Guarantee / Acceptance

3.1 We provide our services as services within the meaning of Section 611 BGB, unless expressly agreed otherwise. These include media services and (tech) consulting, audits & assessments.

Media services include, in particular:

  • Social Media
  • Search (SEA)
  • Retail Media
  • YouTube & Video
  • Affiliate Marketing
  • Core & Technical SEO
  • Display, Native & Mobile Ads
  • Programmatic TV, Cinema & Audio
  • OOH / DOOH (Out-of-Home / Digital Out-of-Home)
  • Direct Marketing
  • High Engagement Ads
  • App Performance

(Tech) consulting, audits & assessments include, in particular:

  • Implementation & 1st Level Support (incl. Tag Management, Analytics, Consent Management, Cloud, CRM, CDP, CDH*)
  • Trainings & Workshops
  • Advanced Analytics (incl. Value Predictions, Churn Predictions, Media Mix Modelling)
  • Dashboarding & Reporting
  • Tech Reselling (incl. GMP, CMP, Cloud, Dashboarding)
  • (Web) Development
  • Marketing Automation (incl. Campaign Optimization, Ad Optimization)
  • Gen-AI & ML Solutions
  • Product Feed Optimization
  • PIA Media Customer Portal

*GMP = Google Marketing Platform, CRM = Customer Relationship Management, CDP = Customer Data Platform, CDH = Customer Data Hub

Assumption of operator responsibility is not part of the subject matter of the contract. No specific result of the services is owed. The subject matter of the contract is solely our efforts in the form of a service within the meaning of Section 611 BGB.

3.2 The nature, scope, schedule and quality requirements of the services result from the respective individual contract and, where applicable, a written service description. Insofar as software components, dashboards, frontends or other digital services are integrated or made available within the scope of the services, PIA Floak assumes no guarantee and no strict (fault-independent) liability for their uninterrupted availability, specific response times or an assured uptime. We assume no liability for limitations of availability, in particular due to technical faults, maintenance work, force majeure, third-party fault or other circumstances beyond our control. Availability and any support services are provided exclusively during normal business hours and to the best of our knowledge and belief, i.e. with professional diligence and within the economic and organisational possibilities of PIA Floak. There is no guaranteed availability or support service outside working days (in particular on weekends or public holidays). In all other respects, the provisions on limitations of liability under Clause 9 of these GTC apply.

3.3 Insofar as the Client agrees with us on a target figure for the number of page impressions/clicks for a specific period, we do not owe the achievement of this target as a result, but undertake to provide the services to the best of our knowledge and with professional diligence (in the sense of a service contract pursuant to Section 611 BGB), so that achievement of the target figure is aimed at but not guaranteed. The delivery of a specific number of page impressions/clicks is expressly not owed. A reduction in remuneration shall only be considered if we have demonstrably failed to render the owed efforts.

3.4 We are entitled to engage subcontractors to fulfil our obligations, provided that this does not unreasonably impair the interests of the Client (e.g. due to a lack of qualification of the subcontractor).

3.5 A strict (fault-independent) guarantee shall only be deemed assumed by us if we have designated a characteristic and/or a result of the services as “legally guaranteed” in writing.

3.6 Insofar as, in the case of a work performance (Werkleistung), acceptance of our service is required, this must be carried out without undue delay on the agreed acceptance date, or alternatively after we have notified readiness for acceptance. The Client may not refuse acceptance in the case of a non-material defect, i.e. a defect that does not affect the functional suitability of the work.

4. Conclusion of Contract

4.1 Our offers are subject to change unless they are expressly marked as binding, contain expressly binding commitments, or the binding nature has otherwise been expressly agreed with the Client. They constitute invitations to the Client to place orders and are not a binding offer on our part.

The Client is bound to its order as an offer to contract for 14 calendar days – in the case of electronic orders, 5 working days (in each case at our registered office) – after receipt of the order by us, unless the Client must, as a rule, also reckon with a later acceptance by us (Section 147 BGB). This also applies to repeat orders by the Client.

4.2 A contract is concluded – including in ongoing business dealings – only when we confirm the Client’s order in writing or in text form (i.e. also by fax or email) by means of an order confirmation.

The order confirmation applies only on the condition that any outstanding payment arrears of the Client are settled and that a credit check of the Client carried out without undue delay by us or on our behalf reveals no negative information.

In the case of performance within the Client’s offer-related period of commitment, our order confirmation may be replaced by our performance, whereby the rendering of the service is decisive.

4.3 The Client must notify us in good time before conclusion of the contract, in writing or in text form, of any special requirements for our services. However, such notices do not extend our contractual obligations and liability.

5. Performance Dates and Deadlines

5.1 Binding performance dates and/or deadlines must be expressly agreed. In the case of non-binding or approximate (approx., about, etc.) performance dates and deadlines, we endeavour to meet them to the best of our ability.

5.2 Performance dates or deadlines begin upon receipt of our order confirmation by the Client, or in the absence thereof 10 working days at our registered office after receipt of the Client’s order by us and its acceptance by us, but not before all details of the execution of the order have been clarified and all other prerequisites to be fulfilled by the Client are in place, in particular agreed down payments or securities and necessary acts of cooperation have been fully rendered.

5.3 If we are in default of performance, the Client must first set us a reasonable grace period of at least 14 calendar days for performance. If this period expires without result, claims for damages due to breach of duty – for whatever reason – shall exist only in accordance with the provision in Clause 9.

6. Force Majeure / Advance Performance by Suppliers (in particular Publishers)

6.1 If events of force majeure occur (i.e. extraordinary, external, unforeseeable and unavoidable events not attributable to the business) or if, for reasons for which we are not responsible, we do not receive, or do not receive correctly or in good time, any services of our suppliers (in particular publishers) required for the provision of our owed contractual services – despite proper and sufficient advance cover before conclusion of the contract with the Client, corresponding in quantity and quality to our supply or service agreement with the Client (congruent cover) – we shall inform the Client without undue delay in writing or in text form. In this case, we are entitled to postpone performance for the duration of the impediment and/or, in the case of events of not insignificant duration (i.e. lasting longer than 14 calendar days), to withdraw wholly or partially from the contract with respect to the part not yet performed, provided that we have complied with the aforementioned duty to inform and have not assumed a performance guarantee. Force majeure shall, under the same conditions, be deemed to include strikes, lock-outs, official interventions, energy and raw material shortages, epidemics and/or pandemics, war (domestic and/or foreign), general curfews and/or contact bans, as well as operational disruptions for which we are not at fault – e.g. due to fire, water and machinery damage – and all other impediments which, from an objective viewpoint, have not been culpably caused by us and were not specifically foreseeable for us at the time the contract was concluded. With the aforementioned release from performance, our obligation to pay damages, reimbursement of expenses and penalties (in particular contractual penalties and/or liquidated damages) also ceases to apply.

6.2 If a performance date or deadline has been agreed as binding and, due to events under Clause 6.1, the agreed date or deadline is exceeded, the Client is entitled, after the fruitless expiry of a grace period of 14 calendar days, to withdraw from the contract with respect to the part not yet performed. Further claims of the Client, in particular claims for damages, are excluded in this case.

6.3 The above provision under Clause 6.2 applies accordingly if, for the reasons stated in Clause 6.1, it is objectively unreasonable for the Client to continue to adhere to the contract, even without a contractual agreement of a fixed performance date or a firmly agreed performance deadline.

7. Notice of Defects / Breach of Duty in the Form of Defective Performance

7.1 Recognisable defects in our services must be notified to us by the Client in writing or in text form without undue delay, but no later than 12 calendar days after the service has been rendered. A notice that is not made within the deadline or in the proper form excludes any claim of the Client arising from breach of duty due to recognisable defective performance. This does not apply in the case of intentional, grossly negligent or fraudulent conduct on our part or on the part of our vicarious agents, in the case of injury to body, life or health, the assumption of a guarantee, or other mandatory statutory grounds for liability.

7.2 Our acknowledgement of a service that breaches our duties always requires an express declaration of acknowledgement on our part.

8. Remuneration / Payment Terms / Plea of Uncertainty

8.1 The remuneration is stipulated in a separate part of the contract (offer / order confirmation). Unless expressly agreed otherwise, all remuneration is understood to be in EURO, net cash (= without any deduction).

8.2 Payment methods other than bank transfer require a separate, express agreement between us and the Client.

8.3 Services that are not part of the agreed scope of services shall, in the absence of a deviating agreement, be carried out by us on the basis of our respective applicable general price lists for such services.

8.4 We are entitled to adjust the agreed remuneration if the costs relevant to the provision of the services (in particular personnel, technology or third-party costs) increase not merely insignificantly after conclusion of the contract and this cost increase directly or indirectly affects our contractual services.

An adjustment is permissible for the first time after 12 months have elapsed since conclusion of the contract, and only if the demonstrable total costs have increased by more than 5%. The adjustment is limited to a maximum of 10% of the originally or most recently agreed remuneration per adjustment period (i.e. 12 months since the last adjustment). An increase in the aforementioned sense is excluded to the extent that the cost increase in one or all of the aforementioned factors is offset by a cost reduction in others of the named factors with regard to the total cost burden for the delivery (netting).

Cost reductions are to be passed on by analogous application. The Client will be informed in text form of any adjustment at least four weeks before it takes effect.

8.5 Unless otherwise agreed, invoices are due for payment without deduction within 14 calendar days of receipt.

8.6 Upon default of payment, default interest is charged at a rate of 9% above the respective base interest rate applicable at the due date of the payment claim (Section 247 BGB). We reserve the right to assert further damages exceeding this.

8.7 In the case of an agreed bank transfer, the date of payment shall be the date on which the money is received by us or credited to our account or to the account of the paying agent specified by us.

8.8 If payment terms are not complied with by the Client, or if circumstances become known or apparent to us which, in our proper commercial judgement, give rise to justified doubts about the Client’s creditworthiness – including facts that already existed at the time the contract was concluded but of which we were not aware or need not have been aware – we shall, without prejudice to further statutory rights, be entitled in these cases to cease further work on ongoing orders and to demand advance payments or the provision of a bank guarantee from a German credit institution affiliated with the deposit protection fund for services still outstanding, and, after the fruitless expiry of a reasonable grace period for the provision of such securities – without prejudice to further statutory rights – to withdraw from the contract with respect to the part not yet performed. The Client is obliged to compensate us for all damages arising from the non-performance of the contract.

8.9 The Client shall have a right of retention or set-off only with respect to such counterclaims as are undisputed or have been finally and legally established. This applies accordingly where the counterclaim asserted for set-off stands in a synallagmatic relationship (i.e. in the reciprocal relationship of two performances under the contract concluded with us) with our claim and concerns the breach of a principal performance obligation by us.

8.10 A right of retention may only be exercised by the Client insofar as its counterclaim is based on the same contractual relationship.

8.11 Incoming payments of the Client are applied first to settle the costs, then the interest, and finally the principal claims according to their age. Any provision of the Client to the contrary made at the time of payment shall be disregarded.

8.12 For the timeliness of payment, regardless of the manner in which it is made, the date of booking to our account is exclusively decisive.

9. Exclusion / Limitation of Liability

9.1 Subject to the exceptions below, we are not liable, in particular not for the Client’s claims for damages or reimbursement of expenses – on whatever legal grounds – in the event of breach of obligations arising from the contractual relationship.

9.2 The above exclusion of liability under Clause 9.1 does not apply:

  • to our own intentional or grossly negligent breach of duty, and intentional or grossly negligent breach of duty by legal representatives or vicarious agents;
  • to the breach of material contractual obligations; “Material contractual obligations” are those whose fulfilment characterises the contract and on which the Client may rely;
  • in the case of injury to body, life and health, including by legal representatives or vicarious agents;
  • insofar as we have assumed the guarantee for the existence of a result of the services, or a procurement risk pursuant to Section 276 BGB;
  • in the case of mandatory statutory grounds for liability.

9.3 In the event that we or our vicarious agents are only guilty of slight negligence and no case under the above Clause 9.2, indents 1, 3, 4, 5 applies, our liability is limited in amount to a maximum of EUR 100,000.00 per case of damage and EUR 200,000.00 in total per contract year. Any further liability is excluded.

9.4 The exclusions or limitations of liability under the above Clauses 9.1 to 9.3 and Clause 9.5 apply to the same extent in favour of our corporate bodies, our managerial and non-managerial employees and other vicarious agents, as well as our subcontractors.

9.5 The Client’s claims for damages arising from this contractual relationship may only be asserted within a cut-off period of one year from the statutory commencement of the limitation period. This does not apply where we or our vicarious agents are guilty of intent or gross negligence; in the case of slight negligence where we have breached a material contractual obligation; and in the case of claims due to injury to body, life or health, as well as in the case of a claim based on a tortious act or an expressly assumed guarantee or the assumption of a procurement risk pursuant to Section 276 BGB, or in the case that a longer limitation period applies by mandatory law.

9.6 The above provisions do not entail any reversal of the burden of proof.

10. Provided Information, Data and in particular Advertising Materials / Right of Use in Provided Information, Data and in particular Advertising Materials / Indemnification / Suspension of the Service

10.1 The Client warrants that all information, data and, in particular, advertising materials provided by it do not infringe applicable law or the protective rights of third parties.

10.2 Insofar as the information, data and, in particular, advertising materials provided by the Client are protected by copyrights or other protective rights of the Client, the Client grants us the irrevocable, transferable right, unlimited in time, territory and content, to use the provided information, data and, in particular, advertising materials free of charge and at will in all known and unknown types of use, in particular to reproduce, distribute, exhibit, and to alter and modify them.

10.3 If the Client culpably breaches the above Clause 10.1, it shall indemnify us against all damages, costs and expenses (with respect to costs and expenses, insofar as these are customary, reasonable and evidenced). The objection of contributory fault (Section 254 BGB) remains unaffected.

10.4 In the event that there are objective indications that the information, data and, in particular, advertising materials provided by the Client infringe applicable law or the protective rights of third parties (e.g. because a third party asserts a claim against us for an infringement of such rights), we are entitled – provided that we inform the Client thereof without undue delay – to suspend the provision of the service owed by us for the duration of the aforementioned suspicion. In this case, the Client shall, at its own expense and at its option, either procure for us the required right of use in the infringed rights, or provide information, data and, in particular, advertising materials which do not infringe applicable law or the protective rights of third parties.

11. Copyright and Rights of Use

11.1 Upon proper fulfilment of its contractual obligations, the Client receives the right to use our services in accordance with the contract.

11.2 All copyrights, patents or other industrial property rights in our services remain with us, unless expressly agreed otherwise.

11.3 Insofar as inventions capable of protection arise on our side in the course of performing the contract, we shall grant the Client a non-exclusive and non-transferable right of use therein on economically preferential terms. The Client’s right to obtain all rights relating to the invention, in cases where bringing about the invention is a principal contractual obligation on our part, remains unaffected.

12. Confidentiality / Data Protection

12.1 The parties undertake to keep confidential such facts, documents and knowledge as come to their attention in the course of conducting the business relationship and which contain technical, financial, commercial or market-related information, provided that the respective other party designates the respective information as requiring confidentiality or has an evident interest in its confidentiality (hereinafter collectively referred to as confidential information). The parties will use the confidential information exclusively for the purpose of the contractual implementation and performance of the contractual relationship and the individual contracts based thereon.

12.2 The disclosure of confidential information to third parties requires the express prior written consent of the agency.

12.3 The confidentiality obligation under the above Clause 12.1 does not apply insofar as the respective confidential information demonstrably:

  • a) is or becomes generally known without any action by the other party; or
  • b) was already known to the respective other party or is made known by a third party entitled to disclose it; or
  • c) is developed by the respective other party without any action by the agency and without using other information or knowledge obtained through the contractual contact; or
  • d) must be disclosed due to mandatory statutory provisions or judicial or official orders.

12.4 The parties process personal data in compliance with the respectively applicable data protection provisions, in particular Regulation (EU) 2016/679 (General Data Protection Regulation).

12.5 With regard to the Client’s personal data, we will comply with the applicable statutory data protection provisions. The Client’s personal data is collected, stored, processed and used by us if, insofar as and for as long as this is necessary for the establishment, performance or termination of the contract with the Client. Any further collection, storage, processing and use of the Client’s personal data takes place only insofar as a legal provision requires or permits this, or the Client has consented. The Client is aware that, for carrying out pre-contractual measures and performing the contract with the Client, the collection, processing and use of the contact data of the Client’s contact persons (name, email addresses, etc.) is necessary on the basis of Art. 6(1)(b) GDPR. In particular, we are entitled to transfer the data to third parties if and insofar as this is necessary for carrying out pre-contractual measures and performing the contract (e.g. for delivery, invoicing or customer service) pursuant to Art. 6(1)(b) GDPR, or for the fulfilment of a legal obligation within the meaning of Art. 6(1)(c) GDPR. We will also, where applicable, forward this data to third parties (e.g. debt collection companies) for the purpose of enforcing claims, in accordance with Art. 6(1)(b) and/or (f) GDPR.

12.6 Our data protection notices are available at https://piafloak.com/datenschutz.php.

12.7 Insofar as, within the scope of performing the contract, we process personal data on behalf of the Client, we will process the personal data only within the scope of the contractually owed provision of services or other written instructions of the Client, and in accordance with the data protection provisions. The parties will set out the details of the commissioned processing in a separate “Agreement on the Processing of Personal Data on Behalf” (data processing agreement). Within its scope of application, this agreement takes precedence over the provisions of these GTC.

13. Place of Performance / Place of Jurisdiction / Applicable Law

13.1 In the absence of any other agreement, the place of performance for all contractual obligations is the registered office of our company.

13.2 The exclusive place of jurisdiction for all disputes is – insofar as the Client is a merchant within the meaning of the German Commercial Code – the registered office of our company. For the sake of clarity, this jurisdiction rule of sentences 1 and 2 also applies to matters between us and the Client which may give rise to non-contractual claims within the meaning of EC Regulation No. 864/2007. However, we are also entitled to sue the Client at its general place of jurisdiction.

13.3 The law of the Federal Republic of Germany applies exclusively to all legal relationships between the Client and us. It is expressly clarified that this choice of law is also to be understood as such within the meaning of Art. 14(1)(b) of EC Regulation No. 864/2007 and shall therefore also apply to non-contractual claims within the meaning of this Regulation. If, in an individual case, foreign law must mandatorily be applied, our GTC shall be interpreted in such a way that the economic purpose pursued by them is preserved as far as possible.

14. Opening of Insolvency Proceedings / Written Form / Severability Clause

14.1 An application for the opening of insolvency proceedings concerning the Client, or the Client’s cessation of payments not based on rights of retention or other rights despite a reminder on our part, entitle us – in the event that the Client is in a state of breach of duty vis-à-vis us at that time – to withdraw from the contract at any time, insofar as the Client commits a breach of contractual duty at that time, or to make performance of the contract dependent on the prior fulfilment of the payment obligation. In the case of continuing obligations, we are entitled to terminate without notice instead of withdrawing. Section 314 BGB (termination of continuing obligations) remains unaffected. If our service has already been rendered, the consideration in the aforementioned cases becomes due immediately.

14.2 All agreements, ancillary agreements, assurances and contract amendments must be made in writing. This also applies to the cancellation of the written form requirement itself. The precedence of an individual agreement in written, textual or oral form (Section 305b BGB) remains unaffected.

As of: April 2026