General Terms and Conditions of Scoolio GmbH

§ 1 Scope of Application

(1) These General Terms and Conditions govern the contractual relationship between Scoolio GmbH (hereinafter "Scoolio") and its customers exclusively. Deviating or conflicting terms and conditions are not accepted unless explicitly agreed upon in writing by Scoolio. These terms also apply to all future transactions between the parties, even if Scoolio performs its contractual obligations while being aware of deviating or conflicting terms and conditions.

(2) Individual agreements and information in Scoolio's offers and order confirmations take precedence over these terms and conditions.

(3) These General Terms and Conditions apply only to entrepreneurs, legal entities under public law, or public law special assets within the meaning of § 310 (1) BGB.

§ 2 Conclusion of Contract

(1) The offers from Scoolio are non-binding and subject to change, unless explicitly marked as binding or containing a specific acceptance deadline. Scoolio can accept orders or contracts within fourteen days after receipt (order confirmation).

(2) Scoolio is entitled to withdraw from the contract if distribution and publication in Scoolio's products are economically unfeasible due to the insufficient number of advertisements sold, as the revenue from the relevant advertisement contracts do not cover the expenses, without any fault on the part of Scoolio. In the event of a withdrawal, Scoolio will immediately refund any payments made by the customer.

§ 3 Subject of Performance

The contract obliges Scoolio to fulfill the agreed services, particularly to publish one or more of the customer's advertisements in Scoolio's products, on the internet, or in mobile applications for public access. Further details are provided in the contract between the parties.

§ 4 Specification of Advertisements

(1) The technical requirements for the advertisements will be provided to the customer in writing before the contract is concluded. The customer will receive an advertisement guide from Scoolio containing all the necessary information. Additionally, after the contract is concluded, the customer will be informed on how to submit their finished advertisements to Scoolio. This will generally be done by uploading the relevant file to a Scoolio server or by email to an address provided by Scoolio.

(2) Advertisements that are not clearly recognizable as advertisements due to their editorial design will be explicitly labeled as “Advertisement” by Scoolio.

(3) Advertisements may contain advertising for the customer’s or third parties' goods and/or services. Advertising for political parties or their programs is not permitted.

(4) Scoolio reserves the right to refuse advertisement orders based on content, origin, or technical form according to consistent, objectively justified principles if their content violates laws or official regulations, or if their publication is unreasonable for Scoolio. Unreasonable advertisements particularly include those that violate the previous paragraph 3, infringe on youth protection principles, display or refer to far-right content, are technically and/or qualitatively inadequate, or are likely to present Scoolio and/or its websites in a negative light or significantly damage third-party trust in Scoolio and its websites. The refusal of an order will be communicated to the customer without delay.

(5) The date of the advertisement submission will be communicated to the customer no later than at the time of contract conclusion.

(6) Proofs of advertisements will only be delivered to the customer upon express request. The customer is responsible for the accuracy of the returned proofs. Scoolio will consider all corrections communicated to it within a reasonable period after the proof submission.

(7) The customer is responsible for costs related to significant changes to the originally agreed specifications requested or caused by them.

§ 5 Customer's Obligation to Cooperate

(1) The customer is responsible for the timely delivery of the advertisement text and any appropriate, particularly technically compliant materials. In the case of clearly unsuitable or damaged materials, Scoolio will request immediate replacement. Scoolio guarantees the usual quality within the limits of the materials provided and considering any other specifications agreed upon between the parties.

(2) The customer will immediately inform Scoolio if they become aware of any indications that the advertisement texts or other materials/data provided by them violate applicable laws or infringe third-party rights of any kind.

(3) If the customer notices disruptions in the contractual service delivery, they will notify the provider immediately.

(4) The customer is liable in accordance with the legal regulations for any damages that Scoolio incurs due to the customer’s failure to meet the aforementioned obligations.

(5) The customer will maintain confidentiality about the contracts made with Scoolio. Disclosure of contractual information to third parties is only permitted with Scoolio’s consent.

§ 6 Legal Requirements for Advertisements, Granting of Rights

(1) The customer guarantees that the advertisement texts or other materials/data provided by them do not violate applicable laws or infringe third-party rights of any kind.

(2) The customer will indemnify Scoolio in accordance with the legal regulations against any third-party claims related to legal violations as per paragraph 1 and agrees to compensate Scoolio for any disadvantages and damages incurred in this regard.

(3) The customer grants Scoolio a simple, non-exclusive, non-transferable, worldwide, time-limited usage right for the duration of the contract and limited to the contractual purpose. This includes the right to reproduce, distribute, publish, digitize, and edit the advertisements as necessary to fulfill the contract. Additionally, Scoolio is entitled to refer to the customer as a reference customer. After the advertising campaign or contract term ends, Scoolio may also use the customer’s advertisements for self-promotion, taking the customer’s legitimate interests into account.

§ 7 Publication on the Internet

Scoolio offers the customer the opportunity to create a company presentation on its websites and within corresponding mobile applications, publishing advertisement texts and digital advertising information. The following additional rules apply:

(1) Registration

The use of the online services requires registration on the internet in addition to the conclusion of the contract under § 2 of these terms. During the registration process, the customer will be asked to provide a username and password. It is the customer’s responsibility to ensure that the username does not infringe third-party rights. The customer must also ensure that access to the internet services and the use of available services are carried out only by authorized persons. The login data, including the password, must be kept confidential and not made accessible to unauthorized third parties. If there is a concern that unauthorized third parties have or will gain access to the login data, Scoolio must be informed immediately.

(2) Availability of Websites

Scoolio guarantees that the websites in question will be available for at least 161 hours per week. Regular maintenance windows on Sundays between 00:00 and 04:00 are not included in the availability calculation. If the guaranteed availability is not met, the customer's rights will be determined according to § 10 (2) of these terms.

(3) Uploading Information

The customer uploads their advertisement texts and other digital advertising information to a Scoolio server, thereby initiating their publication on the internet. Scoolio does not verify the completeness, correctness, legality, or timeliness of these contents and assumes no responsibility for these aspects. This also applies to the quality of the information and its suitability for a specific purpose.

(4) Responsibility for Information

Regarding the specifications and legal requirements of the advertisement texts and other advertising materials, as well as the customer’s cooperation obligations, the preceding §§ 3 to 6 of these terms apply correspondingly. Furthermore, Scoolio reserves the right to edit, block, or remove any information without prior notice if the posting of this information or the information itself violates these terms or if there are specific indications that a serious violation of these terms will occur. However, Scoolio will consider the customer's legitimate interests and choose the least severe method to prevent a violation. Scoolio will also inform the customer immediately, stating the reasons, if measures under paragraph 4 have been taken.

(5) Granting of Rights

The customer grants Scoolio a simple, non-exclusive, non-transferable, worldwide, time-limited usage right for the duration of the contract and limited to the contractual purpose for the provided advertisement texts and other advertising information. This includes the right to store, reproduce, publish, digitize, and edit, as necessary to fulfill the contract. § 6 (3) sentences 2 to 5 of these terms apply correspondingly.

§ 8 Prices and Payment

(1) The prices apply to the scope of services listed in the order confirmations. Additional or special services will be charged separately. The prices are exclusive of statutory VAT.

(2) If the agreed prices are based on Scoolio's list prices and the service is to be performed more than four months after the conclusion of the contract, the list prices valid at the time of performance apply (with any agreed percentage or fixed discount deducted).

(3) For contracts regarding the publication of advertisements in Scoolio’s products, the contractually agreed fee is due upon contract conclusion and invoicing.

(4) Invoice amounts are to be paid within fourteen days from the invoice date without any deductions, unless otherwise agreed. The date of payment is determined by the receipt of payment by Scoolio. If the customer fails to pay on time, the outstanding amounts will accrue interest at 5% per annum from the due date; claims for higher interest and further damages in case of default remain unaffected.

(5) The customer is only entitled to offset if their counterclaims are undisputed or legally established. The customer is only entitled to assert a right of retention based on counterclaims arising from the same contractual relationship.

(6) Scoolio is entitled to provide pending services only against prepayment or security if circumstances arise after the conclusion of the contract that substantially reduce the customer’s creditworthiness and endanger the payment of outstanding claims by Scoolio under the respective contractual relationship (including other individual orders under the same framework contract).

§ 9 Warranty

(1) For contracts regarding the publication of advertisements in Scoolio’s products, the customer is entitled to a reduction in payment or a replacement advertisement if the advertisement is completely or partially illegible, incorrect, or incomplete, but only to the extent that the purpose of the advertisement is impaired. If the replacement advertisement is also defective, the customer has a right to a reduction in payment.

(2) For contracts regarding the publication of advertisement texts or other advertising information on the internet, Scoolio is obliged to rectify errors, which are not solely due to the data provided by the customer, within a reasonable period. If rectification fails, i.e., if it is impossible, unreasonable, refused, or unduly delayed, the customer may withdraw from the contract or demand a reduction in payment. This does not apply if the deficiency is negligible.

(3) The customer’s right to claim damages according to statutory provisions remains unaffected by the above regulation.

§ 10 Liability

(1) Scoolio is only liable for its own fault and the fault of its legal representatives, executive employees, or other vicarious agents, in accordance with the following provisions.

(2) For damages caused intentionally or by gross negligence by Scoolio or its legal representatives, executive employees, or ordinary vicarious agents, as well as in cases of fraudulent intent, warranties, and personal injury, Scoolio is fully liable.

(3) In cases of slight negligence involving the breach of a duty that the customer could reasonably rely on, and whose fulfillment is necessary for the proper execution of the contract (cardinal obligation), liability is limited to those damages that typically arise in the context of this contractual relationship (contractual typical foreseeable damages). Liability for slight negligence is excluded in other cases.

(4) Scoolio is not liable for damages caused by disruptions in telephone lines, servers, and other facilities that are not within its responsibility.

§ 11 Contract Duration, Extension, and Termination

(1) The contract duration for contracts regarding the publication of advertisement texts in the contractually relevant advertising media or other advertising information on the internet is determined by the contract between the parties. Unless otherwise agreed, the contract begins on 01.09. and extends automatically after 12 months for another 12 months or, in the case of print products, for the following year’s product unless terminated by 31.07. of the preceding year. The right to terminate for cause remains unaffected. Upon termination, Scoolio will remove the information from the internet. § 6 (3) sentences 3 to 5 remain unaffected.

(2) If the customer terminates the contract regarding the publication of advertisements without cause according to § 648 BGB, Scoolio may either claim the amounts under § 648 BGB or, instead, demand a lump sum of 50% of the fee for the services not yet rendered at the time of termination, in addition to the fee for services already provided. The customer may prove that the amount due to Scoolio under § 648 BGB is lower.

§ 12 Final Provisions

(1) The court of jurisdiction for any disputes arising from or in connection with this contract is, if legally permissible, the location of Scoolio.

(2) If individual provisions of this contract are invalid or unenforceable, the remaining part of the contract is unaffected and remains valid and enforceable as far as consistent with the presumed intent of the parties. In such cases, an invalid or unenforceable provision shall be replaced by a provision that most closely reflects the intent of the parties at the time of agreement. This also applies if this contract contains any gaps.