Purple Black GmbH, Am Innovationspark 20, 8020 Graz (Austria), Business-to-Business
§ 1 Scope, Validity
(1) All deliveries, services, and offers from PurpleBlack are based exclusively on these General Terms and Conditions. These are part of all contracts that PurpleBlack concludes with its contractual partners (hereinafter also referred to as “customer”) for the deliveries or services it offers. They also apply to all future deliveries, services, or offers to the customer, even if they are not separately agreed upon again.
(2) Terms and conditions of the customer or third parties do not apply, even if PurpleBlack does not separately object to their validity in individual cases. Even PurpleBlack refers to a letter or an e-mail that contains the terms and conditions of the customer or a third party or refers to such, this does not constitute consent to the validity of those terms and conditions.
(3) PurpleBlack does not conclude any contracts with consumers.
§ 2 Services
(1) PurpleBlack provides individual consulting and agency services for native advertising, in particular about new customer acquisition, and offers access to so-called knowledge databases. Unless expressly agreed otherwise in writing, PurpleBlack does not owe the customer the provision of a work / concrete success.
(2) The customer must always provide the cooperative actions incumbent on him in full and on time at PurpleBlack. If the customer fails to cooperate and thus prevents PurpleBlack from providing the service, PurpleBlack's claim to remuneration remains unaffected.
(3) The customer is solely responsible for the legal conformity of any advertising campaigns (advertisements, websites, imprint, data protection declarations, etc.).
(4) We would like to point out that advertising platforms such as Taboola and Outbrain are entitled to stop/discontinue advertising campaigns at any time without giving reasons. Such an approach, PurpleBlack is not responsible for.
(5) Regarding the services to be provided by PurpleBlack to the customer, PurpleBlack to determine the performance in accordance with § 315 BGB.
(6) PurpleBlack is entitled to have the services owed to the customer also provided by vicarious agents/subcontractors and third parties.
(7) Unless otherwise agreed, the agreed remuneration of PurpleBlack relating to their consulting services does not include a budget for any advertising campaigns by the customer. This must be made available separately by the customer and, if necessary, paid directly to the advertising platform operator.
(8) PurpleBlack does not guarantee a specific number of new customer inquiries and no specific quality in this regard within the framework of the advertising campaigns launched for the customer.
(9) Subject to deviating individual agreements, the following applies: Landing pages and domains (including subdomains) that are made available by PurpleBlack after the end of the cooperation of PurpleBlack. The customer has no right of use beyond the duration of the cooperation.
(10) The customer is not entitled to copy content created by
§ 3 Formation of Contracts
(1) The contract between PurpleBlack and the customer can be concluded by telephone, in writing or in text form.
(2) If the contract is concluded by telephone, the customer will receive PurpleBlack's, which, however, is not constitutive for the conclusion of the contract.
§ 4 Services requiring acceptance
(1) The services provided by PurpleBlack are generally subject to service contract law. If an agreed service is exceptionally subject to the law on contracts for work and services and therefore requires acceptance, the following paragraphs 2-6 only apply to these services.
(2) PurpleBlack can request acceptance of the partial service from the customer after completion of the respective partial service and, after all, adjustment services have been carried out, also a total acceptance of all services.
(3) PurpleBlack can ask the customer for partial or total acceptance, with a deadline of one week. It is deemed to have been accepted upon expiry of the period if the customer has not declared in writing to PurpleBlack which defects still need to be eliminated.
(4) If defects are found during the functional test, PurpleBlack is entitled to further process and eliminate them.
(5) Insignificant defects in the (partial) service do not prevent acceptance.
(6) The (partial) service to be accepted by PurpleBlack is also deemed accepted if the customer PurpleBlack does not declare in writing within 7 working days to accept the respective (partial) service
§ 5 Payments, prices, conditions
(1) The prices given and communicated by PurpleBlack are binding. The communicated prices are net plus statutory sales tax.
(2) The payment for PurpleBlack's services takes place immediately after the invoice has been issued, if necessary with the help of payment service providers. The remuneration for PurpleBlack is generally due upon conclusion of the contract, unless PurpleBlack otherwise. A PurpleBlack is also valid for further business relationships until revoked.
(3) If the SEPA direct debit is agreed upon, the customer must give PurpleBlack a written SEPA direct debit mandate after the conclusion of the contract. This will PurpleBlack.
(4) PurpleBlack will issue the customer with a proper invoice showing the sales tax (possibly through vicarious agents).
(5) If agreed direct debits cannot be collected from the customer's account and a chargeback occurs, the customer is obliged to transfer the amount owed to PurpleBlack and to assume the costs caused by the chargeback.
(6) Reciprocal offsetting with counterclaims is only permissible if the other contractual partner has recognized the offsetting or if it has been legally established. The same applies to the exercise of a right of retention by a contracting party.
§ 6 Termination, Term
(1) The contract between PurpleBlack and the customer has the individually agreed (by telephone or in writing) minimum term between the parties. Early termination is excluded. If the contract between PurpleBlack and the customer is not terminated at least 4 weeks before the end of the contract period, it will be extended for the same period and under the same conditions (this does not apply to any installation/setup fees).
(2) Any further free termination rights of the customer are excluded.
(3) Terminations must be in writing to be effective.
(4) The right to extraordinary termination always remains unaffected.
§ 7 Delay / Extraordinary Termination
(1) Deadlines for the provision of services by PurpleBlack do not begin before PurpleBlack has received the invoice amount and, as agreed, the data required for the services are available to PurpleBlack in full of the necessary acts of cooperation have been provided in full.
(2) If the customer is in arrears with payments due, PurpleBlack is not to carry out further services until the outstanding amount has been settled.
(3) If the customer, PurpleBlack is in arrears PurpleBlack is entitled to terminate the contract extraordinarily and to discontinue the services. PurpleBlack will claim the entire remuneration that is due by the next ordinary termination date as damages.
§ 8 Fulfillment
(1) PurpleBlack will carry out the agreed services according to the offer with the necessary care. PurpleBlack is entitled to use the help of third parties without restriction.
(2) The customer is aware that PurpleBlack owes the provision of services and not the production of a work, unless otherwise expressly agreed in writing. At the request of the customer, PurpleBlack will provide information about the services provided under the contract within a reasonable period of time.
(3) If PurpleBlack is prevented from providing the agreed services and the reasons for the hindrance stem from the customer's sphere, PurpleBlack unaffected.
§ 9 Behavior and consideration
The customer has to guarantee the usual behavior of an honest businessman towards PurpleBlack. We reserve the right to prosecute any illegal and/or inappropriate or unfounded statement about our company and our services, whether by customers, competitors, or other third parties, in particular untrue statements of fact and abusive criticism, and to bring criminal charges without prior notice.
§ 10 Rights of use
(1) For the duration of the contract, the customer receives a simple and non-transferable right of use in relation to the PurpleBlack work and service results created and made available
(2) Paragraph 1 applies exclusively under the proviso that the customer PurpleBlack has fully paid the remuneration due to
(3) If payment in installments has been agreed upon, the right of use referred to in paragraphs 1 and 2 is only transferred to PurpleBlack upon full payment of the last installment, unless otherwise agreed in an individual agreement.
(4) The transfer of work and service results to third parties (including affiliated companies) is excluded. The same applies to processing according to § 23 UrhG.
§ 11 Right of cancellation
A right of cancellation for entrepreneurs within the meaning of § 14 BGB does not exist by law, nor is such a right granted by PurpleBlack in any other way.
§ 12 Liability
(1) PurpleBlack is liable for damages – for whatever legal reason – only for intent and gross negligence. In the case of simple negligence, PurpleBlack is only
a) for damage resulting from injury to life, limb, or health,
b) for damage resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and compliance with which is contractual partner regularly trusts and may trust); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.
(2) Within the limits according to paragraph 1, PurpleBlack is not liable for data and program losses. Liability for data loss is limited to the amount of the typical recovery effort that would have occurred if backup copies were made regularly and in accordance with the risk. Liability under the Product Liability Act remains unaffected, as does liability for the assumption of a guarantee.
§ 13 Final Provisions
(1) Deviations from these General Terms and Conditions are only effective if they have been agreed upon in writing. Individual agreements made with the customer in individual cases, including ancillary agreements, supplements, and changes, always take precedence over these GTC. A written contract or the written confirmation of PurpleBlack is decisive for the content of such agreements.
(2) The law of the Federal Republic of Germany applies exclusively to our German customers, excluding the UN Sales Convention of fulfillment is the headquarters of PurpleBlack.