Article 1 – Definitions

Status: 01.08.2022

The following definitions, both singular and plural, apply in these terms:

1.1. General terms and conditions

These general conditions, regardless of how they are made known.

1.2. Publisher

The company that provides CSS services to the client.

1.3. Customer

The party that enters into or wishes to enter into a contract with the Publisher for the Publisher’s CSS Services.

1.4. Parties

Publisher and customer together.

1.5. CSS Partner

A Comparison Shopping Service (CSS) partner is actually just a comparison site: a website that collects prices from different web stores, with the aim of directing its visitors to these web stores. Google Shopping (found under the “Shopping” tab on the search results page) is actually the Google CSS. To comply with EU directives, Google has separated its comparison site and created its own company. This means that Google Shopping, as a separate comparison site, is a CSS that places Shopping ads on the Google search results page. Other comparison sites can also currently buy shopping ads on Google on behalf of web stores. Such a Shopping ad looks exactly like a Shopping ad from Google, but instead of a link with “from Google” there is a link “from [CSS-Name]” at the bottom of the ad. That is the only difference. When the visitor clicks on the ad, he is simply redirected directly to the webshop that the CSS advertises. Only when clicking on the link “From [CSS-Name]”, the searcher is taken to a CSS comparison page and not to the Google Shopping tab (the Google comparison page). In order to compete fairly with Google Shopping CSS, Google grants these CSS partners a 20% margin advantage.

1.6. Contract

The contract between the Publisher and the Customer on the basis of which the Publisher provides its services to the Customer.

1.7. Setup-up costs

A one-time fee charged by the publisher to the customer at the beginning of their CSS service.

1.8. Google Merchant Center (MC)

Google Merchant Center is the client’s interface where they present their business and product information to buyers across all Google platforms.

1.9. Google Merchant Multi-client Account (MCA)

Google Merchant Multi-client Account is a management account of multiple Google Merchant Centers.

1.10. CSS service

The Publisher provides services to the Customer that enable the Customer to use the CSS Partner Benefits, for which the Customer pays the Publisher a fee. This includes creating a new merchant center in a CSS partner MCA or linking the client’s existing MC to a CSS partner MCA and listing all advertised products on a CSS partner comparison page.

1.11. Product information

Information about Client’s product, service, price, and organization/webstore, including but not limited to a logo or trademark of Client and a hyperlink to Client’s website placed on the Website;

1.12. Website

The websites (including all sub-domains): comparison-shopping-services.com, product-guide.org and services such as Google Shopping, publisher managed search engine campaigns.

1.13. CPC

Cost per click charged to the client by the publisher for each click generated by the publisher for the client’s CSS service;

1.14. Click

A registration of a clicked deep link in the publisher’s system. For billing purposes, a maximum of five clicks from the same IP address/user on the same webshop offers in a 24-hour day (00:00:00 – 23:59:59) will be billed. Clicks from the publisher’s internal systems and clicks from bots identified as bots by the publisher are filtered out and not included in the billing.

Article 2 – Identity of the Publisher

Article 3 – Applicability

3.1. Scope of the GTCs

These General Terms and Conditions apply to every contract and also to the offers and/or quotations prepared by the Publisher.

3.2. Right of refusal

The Publisher has the right to refuse to enter into a contract with a Customer without giving any reason.

3.3. Conflicting provisions

If any provision of a Contract is in conflict with the provisions of these General Terms and Conditions, the provisions of the Contract shall prevail.

3.4. Deviations from these GTCs

The Publisher expressly rejects any deviating terms and conditions of the Client, unless the Publisher has expressly agreed to the Client’s terms and conditions in writing.

3.5. Written form

Deviations from these General Terms and Conditions shall only be valid if expressly agreed in writing by the parties.

3.6. Severability clause

Should one or more provisions of these General Terms and Conditions or of the contract be or become invalid, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. The Publisher and the Client will then consult to agree on new terms to replace them. The purpose of the original provisions is taken into account as far as possible.

Article 4 – The contract

4.1. Non-binding

All offers and cost estimates of the Publisher are non-binding unless expressly agreed otherwise in writing.

4.2. Establishment of contractual relationships

Contracts are only concluded when the Publisher has accepted an order from the Client in writing or by electronic confirmation, or when both parties have signed or otherwise digitally agreed to a contract. The Publisher is entitled to refuse an order; it is not obliged to state its reasons for doing so.

4.3. Solvency

The Publisher reserves the right to perform a credit check both prior to the conclusion of the contract and during the term of the contract. If the credit report does not meet the standard set by the Publisher, the Publisher may terminate the contract with immediate effect, require a deposit or make payment by direct debit mandatory, at the Publisher’s discretion.

Article 5 – Nature of the Google CSS service

5.1. Placement in the comparison portal

The Publisher offers the Client the opportunity to place product information on the product-guide.org website so that visitors to the website can learn about this information and include it in their comparison. The Publisher offers visitors to the Website the opportunity to contact the Customer via a hyperlink or other means of contact provided by the Publisher.

5.2 Linking to a CSS partner MCA

The publisher offers the customer the possibility to link one or more Google Merchant Centers to the CSS-MCA Product-Guide.org or to have new Merchant Centers created from it. The administrative management of the Google Merchant Center, such as managing business and product information, is not part of the CSS service and remains the responsibility of the customer.

5.3. Presentation of product and price information

The Publisher endeavors to display all of the Customer’s products and prices correctly on the Website. However, the Publisher is not liable for the absence of product information or the indication of incorrect prices on the Website.

5.4. Actuality of product information

The Publisher shall endeavor to update the Client’s product information on the Website several times a day. However, the publisher cannot guarantee this. The customer must check for himself whether the product information has been processed correctly and in time. If the product information has not been processed correctly, e.g. if the customer has provided a new file, the customer must inform the Publisher immediately in writing. The Publisher shall not be liable for any adverse consequences. Furthermore, this does not release the customer from his obligation to pay for the use of the placement of the product information.

5.5. Website malfunctions

The product information comes from the client. The customer is responsible for the accuracy and completeness of the product information. The Publisher bears no responsibility or liability for the content of the Product Information. The Publisher cannot guarantee that the Website Visitors and/or the Customer will be able to use the Website and the services offered by the Publisher at all times. Disruptions to the website and services may occur due to, among other things, disruptions to the Internet connection or the power grid. The Publisher shall not be liable for any adverse consequences arising therefrom.

5.6. Website maintenance

Publisher shall be entitled to take the Website offline (temporarily or otherwise) and/or restrict its use without notice if, in Publisher’s opinion, this is necessary, for example as part of the reasonably required maintenance of the Service. The Publisher shall not be liable for any adverse consequences thereof.

5.7. Changes to the website

The Publisher is entitled to make procedural and technical changes and/or improvements to the Website without prior notice. If, in Publisher’s opinion, the changes and/or improvements will have a material adverse effect on the accessibility and operation of the Website, Publisher will notify Customer within a reasonable time prior to implementing the changes and/or improvements. The Publisher shall not be liable for any adverse consequences.

5.8. Deadlines

All deadlines (including delivery deadlines) and dates communicated to the customer are only estimates and not dates, unless expressly agreed otherwise.

5.9. Involvement of third parties

If and to the extent that the proper performance of the contract so requires, the Publisher is entitled to commission third parties to perform the contract.

Article 6 – Use of the CSS Service and Obligations of the Client

6.1. Availability of product information

For the purpose of displaying the Product Information on the Website, Customer shall provide Publisher with a file that meets the specifications established by Publisher. These specifications are provided to Customer and may be adjusted by Publisher from time to time.

6.2. Actuality of the data

Customer warrants that all data, including but not limited to product information, required to be provided to Publisher for performance of the Agreement is complete, accurate and current.

6.3. Responsibility for product information

The customer is responsible for verifying the product information displayed on the website.

6.4. Technical freedom from damage

The Customer shall ensure that the data file provided to the Publisher does not contain any viruses, worms, Trojans, malware or other defects.

6.5. Comparison of applicable laws

The Customer warrants that the content of the Product Information does not violate any applicable laws and regulations, including but not limited to the Advertising Code, the Unfair Competition Act (UWG), the Drug Advertising Act (HWG) and the Price Indication Ordinance (PAngV).

6.6. Third party rights

The customer guarantees that the content of the product information does not violate the rights of third parties.

6.7. Legality

The Customer guarantees that the content of the Product Information does not damage the good name and reputation of the Publisher and that the content of the Product Information is not illegal in any other way.

6.8. Information transmission

Customer shall ensure that all data and information that Publisher has designated as necessary or that Customer should reasonably understand as necessary for the performance of the Agreement are provided to Publisher in a timely and complete manner and shall provide Publisher with all necessary cooperation.

6.9. Product information

The Publisher reserves the right to review product information provided by the Customer and to refuse or remove placement on the Website.

6.10. Google Merchant Center

The Publisher reserves the right to review the Google Merchant Center from the Customer and reject or remove the link with the CSS Partner MCA.

6.11. Unsupported Google Merchant Center

Publisher will reject and remove the following links or link requests from Google Merchant Centers of customers with CSS Partner MCA:

6.12. Third party claims

The Customer shall indemnify the Publisher in full against any claims by third parties arising in any way from and/or in connection with the product information posted by the Customer, including but not limited to claims based on the allegation that the product information in question violates applicable law or infringes the intellectual property or other rights of third parties.

Article 7 – Prices and payment

7.1. Sales tax

Publisher’s prices are exclusive of sales tax and other duties that may be imposed by the government.

7.2. Services of the Publisher

The Publisher’s services are provided on the basis of actual costs, with the exception of subscriptions.

7.3. Invoicing

Setup costs and subscriptions are invoiced in advance, unless otherwise expressly agreed in writing.

7.4. CPC services

In the case of CPC services, a minimum invoice amount may be agreed.

7.5. Measurement data

Billing is based on the Publisher’s records and measurement data, unless expressly agreed otherwise in writing. The Client expressly agrees to the Publisher’s measurement system. Publisher may change this measurement system from time to time. The Publisher will inform the Client of this without delay.

7.6. Tariff changes

The Publisher is entitled to change the rates at any time. These tariff changes shall become effective thirty days after notification to the client.

7.7. Right of termination

If the customer does not want to accept the changed rates, he must terminate the contract within these thirty days. If he does not do so, he agrees to the changed tariffs.

7.8. Invoicing

The Publisher shall invoice the services provided by it on a monthly basis. Payment shall be made within a payment period of 14 days after the invoice date, unless expressly agreed otherwise and stated in the invoice.

7.9. Discounts

Any discount granted by the Publisher will be reflected in the invoice amount. The Publisher is not obliged to indicate the discounts in the invoice.

7.10. Discounts

No rights can be derived from these discounts. Publisher may change these discounts from time to time.

7.11. Offsetting payments

All payments made by the customer will be applied first to the oldest outstanding invoices, regardless of any other information provided by the customer. The Client has no right to deferral, set-off or discount, unless mandatory statutory provisions grant him such a right.

7.12. Default of payment

The customer is immediately in default if he does not pay an invoice within the payment period, without the need for a reminder or notice of default. From the date of default until the date of full payment, the customer shall owe the statutory commercial interest on the outstanding amount.

7.13. Receivables release

If the Client fails to pay the outstanding amounts and the interest owed thereon, the Publisher may assign its claim for collection. All related costs, both judicial and extrajudicial, shall be borne by the client. The extrajudicial costs in this context are set at 15% of the principal amount, with a minimum of EUR 350 (three hundred and fifty euros).

7.14. Objection period

Any objections by the Client to the invoices sent by the Publisher must be submitted to the Publisher in writing or by e-mail within eight days of the invoice date. If the client does not raise any objections within this period, the invoice shall be deemed to have been approved by him. Complaining about an invoice does not release the client from his obligation to pay the invoice.

7.15. Measurement results

In case of disputes about the measurement results, the Publisher’s measurement data shall be binding. If the Client has doubts about the accuracy of the Publisher’s records and measurement data, it must notify the Publisher of this in writing without delay. In this case, the Customer has the right to have the Publisher’s records audited by an independent auditor no more than once a year. This administrative review will be conducted during normal business hours without interfering with the Publisher’s normal activities. The cost of any such administrative review, including but not limited to the cost to Publisher, shall be borne by Customer unless the review reveals the existence of serious irregularities.

7.16. Administrative investigation

If an administrative investigation has not been carried out within three months of notification of doubts about the accuracy of the Publisher’s records and measurement data, the claim to it shall expire, unless the Client is not responsible for the failure to meet the deadline or it is not attributable to its risk. If the customer does not make use of the possibility of administrative verification, it is assumed that the Publisher’s measurement data is correct and the customer cannot provide evidence to the contrary.

Article 8 – Suspension

The Publisher is entitled to suspend its services and exclude the Customer from further use of the Services, including by removing its product information from the Website and unlinking the Google Merchant Center from the CSS Partner MCA, if it suspects that the Customer is in any way in breach of these Terms and Conditions and/or the Agreement, without the Publisher being liable for any damages. The suspension will end only when the customer has removed the reason for it to the satisfaction of the Publisher.

The suspension of its services shall not affect the Publisher’s right to demand full fulfillment of the payment obligation, to take further legal action against the Client and/or to claim damages.

Article 9 – Limitation of liability

9.1. Liability for damages

If the Publisher is liable, the liability is limited to the cases mentioned in this article. Except as provided in this Article, the Publisher shall not be liable for damages in any way, regardless of the grounds on which an action for damages might be based. To the extent permitted by law, the provisions of this article also apply to any licensors of the Publisher.

9.2. Maximum amount of the damage

The maximum amount of damages for which the Publisher is liable is the total amount of payments due in the three months preceding the date of the event giving rise to the damage. However, if the contract has a term of more than three months, the agreed price shall be set on the payments due in the last three months. However, the total payment for direct damage shall in no case exceed 500 EUR (five hundred euros).

9.3. Direct damage

“Direct damage” shall mean exclusively:

9.4. Indirect damage

The publisher is never liable for indirect damages. This includes, but is not limited to, damages such as :

9.5. Intentional act or omission

The limitations of liability for direct damages contained in these General Terms and Conditions shall not apply if the damage is due to an intentional act or omission or gross negligence on the part of the Publisher or its employees.

Article 10 – Force majeure

10.1. Obstacles to the provision of services

The parties are not obliged to fulfill any obligation if they are prevented from doing so due to force majeure. Force Majeure on the part of Publisher includes, but is not limited to, a failure of suppliers and/or other third parties used by Publisher to provide the CSS Service. Specifically, the Parties agree that any interruption and/or temporary or permanent termination of the Google Shopping Services and Promises of Advantage, the Google Comparison Shopping Services Program and related services to Publisher shall be deemed a Force Majeure by the Parties, regardless of the cause of the interruption or temporary and/or permanent termination of the Google Shopping Services or related services.

10.2. Suspension of service provision

The parties may suspend the obligations arising from the contract during the period in which the force majeure continues. If this situation lasts longer than two months, either party is entitled to terminate the contract.

10.3. Partial fulfillment of the service provision

If the Publisher has already partially fulfilled its obligations under the agreement at the time of the occurrence of the force majeure, it shall be entitled to invoice the part already fulfilled.

10.4. Justification time

Publisher shall also be entitled to invoke force majeure if the circumstance giving rise to the force majeure occurs after Publisher should have performed its work and/or services.

Article 11 – Confidentiality and data protection

11.1. Information handling

The parties shall ensure that all confidential information received from the other party is kept strictly confidential. They shall also impose this obligation on their employees and third parties engaged by them in connection with the performance of the contract.

11.2. Confidentiality

Information shall be deemed confidential in any case where one of the Parties indicates that such information is confidential.

11.3. Legislation

The Customer shall treat all data received in connection with the services provided by the Publisher in accordance with the applicable legal provisions.

Article 12 – Intellectual Property

12.1. Intellectual property rights

All intellectual or industrial property rights in all materials developed and/or provided under the Agreement, such as reports, advice and data, hereinafter referred to as “Information”, shall belong exclusively to Publisher or its licensors, unless otherwise expressly agreed in writing.

12.2. Usage

The Customer is granted the non-exclusive, non-sublicensable and non-transferable right to use the Information solely for the purpose for which it was provided to the Customer and may not reproduce, disclose or disclose it to any third party without the prior permission of the Publisher.

12.3. References to copyrights and trademarks

Customer shall not remove or alter any copyright, trademark, trade name or other intellectual or industrial property right notices from the Information.

12.4. Transfer of rights to the publisher

To the extent that a legal provision indicates that the Client could claim an intellectual or industrial property right or a joint right to such a right in the information, the Client undertakes to provide all necessary cooperation in the transfer of such rights to the Publisher.

12.5. Legal claims

The Publisher indemnifies the Client against any legal claims based on the allegation that the information infringes the rights of third parties, provided that the Client immediately notifies the Publisher in writing of the alleged infringement and leaves it to the Publisher to settle the matter and provides the Publisher with all necessary cooperation and information.

12.6. Limited use of the information

12.7. Damage

Publisher hereby expressly excludes any other form of different or further liability for damages resulting from any alleged infringement of third party rights.

Article 13 – Termination

13.1. Contract period

The contract is concluded for an indefinite period of time, unless expressly agreed otherwise in writing. The Publisher is entitled at any time to reject the Customer’s product information and/or Merchant Center links to the CSS Partner MCA without giving reasons, to impose additional requirements for the use of the Service or to terminate the Agreement with immediate effect.

13.2. Customer right

The Customer may terminate the use of the Publisher’s services at any time. The contract will be cancelled and the product data will be deleted from the website at the next proper processing of the customer file, at the latest on the seventh day after the cancellation. The Google Merchant Center will be de-linked from the CSS Partner MCA and will run again under the Google comparison portal GSE. Article 14.5 remains in full force and effect.

13.3. Termination out of court

Without prejudice to any other rights to which the Publisher is entitled, the Publisher shall be entitled to terminate this Agreement out of court if the Customer culpably fails to fulfill its obligations under this Agreement and such failure is not remedied within a reasonable period of time after due written notice of default.

13.4. Transfer to third parties

Either party is entitled to terminate the contract in whole or in part with immediate effect if the other party has applied for a moratorium on payments or if the other party has filed for insolvency or if the other party’s company ceases to operate or if control of the other party’s company is transferred in whole or in part to a third party or is merged with a third party.

13.5. Maturity of payment obligations

If the client has already received services for the fulfillment of the contract at the time of termination, these services and the associated payment obligations cannot be reversed. Amounts invoiced by Publisher prior to termination shall remain due and payable in full, subject to the provisions of the preceding sentence, and shall become due and payable on demand at the time of termination.

13.6. Entitlement to compensation

The Customer has no claim against the Publisher for compensation in connection with the termination of the Service by the Publisher. The client waives all rights to compensation for damages.

Article 14 – German Law

14.1. German law is exclusively applicable to contracts between the Publisher and the Client to which these General Terms and Conditions apply.

14.2. All disputes between the Publisher and the Customer arising out of or in connection with these General Terms and Conditions and/or the respective contract shall be submitted exclusively to the competent German court in the federal state in which the Publisher has its registered office.