Terms of condition
Terms of condition
I. General Provisions
1. Scope of Application and Contractual Parties
These General Terms and Conditions (GTC) apply to all contracts between Prospega GmbH, Am Pfaffenpfad 28, 97720 Nüdlingen, Germany (hereinafter referred to as “Prospega”) and its clients (hereinafter referred to as “Clients”).
Clients within the meaning of these GTC are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and legally capable associations. Persons acting in the name or on behalf of a company, organization, or association shall be deemed representatives of the respective client.
If an advertising or media agency commissions services from Prospega in the name of a third party, the agency shall generally be considered the client and contractual partner of Prospega.
Liability or payment obligations of the advertised company shall only arise if this company has been expressly designated as the client and Prospega agrees to the transfer of the contract.
The subject matter of the contracts may in particular include services in the areas of media automation, geomarketing and geointelligence, analysis and consulting services, distribution of advertising materials, media planning and advertisement placement, digital advertising, online marketing, audio and video advertising (e.g. radio, streaming, CTV), out-of-home advertising, printing and production services, logistics and lettershop services, as well as conception, design and other marketing and advertising services.
The list of services is not exhaustive. Prospega is entitled to offer further or future services in the fields of marketing, advertising, media planning, data analysis, software and platform solutions, as well as related consulting, conceptual, production and logistics services. These services shall also be subject to these General Terms and Conditions unless expressly agreed otherwise.
These General Terms and Conditions shall apply exclusively. Conflicting or deviating terms and conditions of the client shall not become part of the contract unless Prospega expressly agrees to their validity in text form (e.g. email).
Individual agreements as well as information contained in offers, order confirmations or media plans shall take precedence over these GTC.
2. Offers
All price and service offers are non-binding and become binding only upon order confirmation. Prices are stated in EUR plus statutory value added tax.
Offers for the distribution of product samples, leaflets, catalogues, newspapers or similar items apply per 1,000 units. The calculation is based on the information provided by the client regarding format, weight, task description, distribution method and building structure of the distribution areas. If these conditions change, the price shall be adjusted accordingly. Distribution items delivered via letterboxes must comply with letterbox format. Bulky items generally require a surcharge of 5 to 20 percent.
3. Conclusion of Contract
A contract shall only come into existence upon written or electronic (e.g. email) order confirmation by Prospega. Oral side agreements, amendments or additions require text form (e.g. email).
Unless expressly agreed otherwise, Prospega owes the proper performance of the agreed services but does not guarantee any specific economic or advertising success. In particular, no specific reach, click rates, conversion rates or other marketing metrics are guaranteed.
II. Performance of Services
4. Delivery and Provision of Advertising Materials
Unless otherwise agreed, the distribution material must be delivered free of charge to the agreed delivery address in due time, at the latest 4 days before the distribution date. Prospega shall be liable for careful storage in the premises of the commissioned service providers.
The client is responsible for the technical correctness and completeness of the provided print, production or digital advertising materials. Prospega shall not be liable for errors resulting from incomplete, incorrect or technically unsuitable data provided by the client.
If the start of distribution is delayed overall or at individual locations due to late delivery, short-term order changes or other circumstances for which the client is responsible, the distribution date shall be rescheduled by Prospega. Costs for waiting times, personnel deployment as well as special transport and coordination costs shall be borne by the client.
The respective valid delivery guidelines of Prospega shall additionally apply to the delivery of advertising materials. These must be complied with by the client.
Materials delivered by the client and stored in warehouses and processing centers coordinated by Prospega’s service providers are generally not insured. Insurance will only be provided if this has been expressly agreed in writing.
5. Execution of Distribution Services
Unless expressly agreed otherwise, distribution shall take place exclusively to households via letterbox delivery. As a rule, only one copy will be inserted per letterbox, regardless of the number of household names.
In high-rise buildings or other buildings where letterbox delivery is not permitted or not possible, a quantity agreed with the property management may be placed at the designated location.
Buildings with internal mailboxes are excluded from distribution if access is not granted after one ringing during usual daytime delivery hours.
“No advertising” notices will generally be observed if they are clearly visible by means of stickers or other clear indications on the letterbox.
Excluded from distribution are commercial areas, offices, shops, homes, holiday or weekend settlements, barracks, hospitals as well as houses located on company premises and those located outside a continuous residential area.
Special agreements apply to the distribution of product samples, catalogues and bulky items.
Prospega is entitled to bundle several advertising shipments from different clients and deliver them within a collective distribution. There is no entitlement to exclusive distribution or to a specific order within the distributed items unless expressly agreed in writing.
6. Execution of Online and Out-of-Home Advertising
Prospega offers comprehensive services in the areas of digital advertising, online marketing, audio and video advertising as well as outdoor advertising (out-of-home).
Campaigns are executed on the basis of the agreed offer, media plan and the advertising materials approved by the client.
Media budgets for advertising placements shall – unless expressly agreed otherwise – be used in the name and on behalf of the client. Prospega acts solely as an intermediary or service provider in this respect.
Technical reports, statistics and evaluations from the platforms, networks or partner companies used shall be deemed authoritative proof of the execution of campaigns.
Deviations between different measurement methods, tracking systems, attribution models or reporting systems may occur for system-related reasons and shall not constitute a defect in performance.
Prospega is not responsible for the legality, technical availability or approval of third-party platforms or advertising spaces.
Changes or restrictions in the services of third-party platforms or advertising networks (e.g. Google, Meta, programmatic or out-of-home networks), particularly regarding technical functions, delivery mechanisms, reach, targeting options, advertising policies or algorithmic changes, are beyond Prospega’s control.
Prospega shall not be liable for resulting changes in performance, delays, restrictions or interruptions of campaigns.
The provision and approval of advertising materials are the responsibility of the client.
Campaigns generally begin only after approval of the advertising materials by the client.
Prospega is entitled to use subcontractors, platform providers, media partners, printing companies or other service providers to perform the services.
Within the scope of the contractual services, Prospega does not provide legal, tax or business consulting. In particular, no legal review of advertising content, campaign concepts, target group approaches, tracking methods or other marketing measures is carried out regarding their legal admissibility. The client is responsible for ensuring that the legal admissibility of the content provided and the planned advertising measures is reviewed through appropriate professional advice.
7. Warranty
Prospega shall not be liable for advertising success. The client is responsible for the type, content and text of the distributed items. Prospega is entitled to refuse distribution in whole or in part in the event of technical objections regarding content or form. Objects whose distribution or publication violates existing laws will not be distributed. Prospega is entitled to use subcontractors where necessary but shall remain fully liable for their performance.
Overprints supplied by the printing company shall only be distributed if this has been expressly agreed. Any remaining quantities shall be stored after completion of distribution and subsequently treated as waste or disposed of. There is no obligation for further storage. Prospega assumes no liability for uncollected remaining quantities after this period.
8. Complaints
Prospega owes the proper insertion of items into letterboxes but not their remaining in the letterboxes. Complaints regarding non-contractual execution of distribution must include the day, location, street and house number of the complainant as well as the exact circumstances giving rise to the complaint. Complaints must be submitted in text form (e.g. email) and must be received within 3 days after distribution so that they can be reviewed.
Complaints regarding digital campaigns must specify the period, the type of placement and the affected platforms or advertising materials. These complaints must also be submitted in writing within 3 days after becoming aware of the issue.
In the event of justified complaints, Prospega must be given the opportunity to remedy the defect. Complaints about part of the service do not entitle complaints about the entire service. Proof of individual or several undelivered addresses in different distribution areas does not entitle the client to deduct from the invoice amount. In the case of justified complaints due to Prospega’s fault, Prospega shall provide reasonable compensation in proportion to the deficiency. In this case, the number of items in the affected distribution district shall be credited.
If representative and methodologically verifiable market research or comparable audits show that the intended coverage rate has not been achieved, the parties shall jointly examine the matter. In the event of a proven shortfall of the agreed coverage rate, an appropriate compensation may be agreed. Such compensation shall be limited to the extent of the shortfall in the affected distribution area.
Compensation for damages shall be limited to the value of the order. Any further claims for recourse are excluded. If an additional inspection of the distribution performance initiated by the client proves to be unjustified, the costs incurred may be charged to the client.
III. Remuneration, Payment and Contract Term
9. Remuneration and Payment Terms
Invoices shall generally be issued after completion of the services unless advance payment or other payment arrangements have been expressly agreed. Prospega is entitled, particularly for new clients or larger orders, to request an appropriate advance payment or full prepayment.
Unless otherwise agreed, all invoices are payable net without deduction upon receipt. In the event of default in payment or deferral, interest of 9 percentage points above the base interest rate pursuant to Section 247 BGB as well as collection and reminder costs shall be charged.
Prospega is entitled to postpone or refuse the execution of services as long as the client is in default with due payments from this or another contractual relationship. In this case, Prospega may demand advance payment or appropriate security. Agreed performance deadlines shall be extended accordingly by the period of payment default.
The client shall have no right of retention unless it arises from the same contractual relationship.
Prospega is entitled to carry out a credit check of the client before accepting an order or during the contract term. If doubts arise regarding the client’s solvency or creditworthiness, Prospega is entitled to make services dependent on appropriate advance payment, security or full prepayment.
10. Recurring Services / Termination
Contracts for regularly recurring services may only be terminated with a notice period of 3 months to the end of a calendar month.
For agreed advertising or media campaigns, the terms, budgets and scope of services specified in the offer or media plan shall be binding. Early termination or reduction of the campaign by the client is only possible with the consent of Prospega.
If a campaign is terminated early or the agreed budget is not fully utilized, Prospega is entitled to invoice the costs incurred up to that point as well as lost remuneration according to the agreed order volume.
11. Order Changes and Cancellation
Subsequent order changes must be made in text form (e.g. email). Changes may affect agreed prices, scope of services and deadlines.
If a cancellation occurs less than 14 days before the agreed start of services, Prospega is entitled to demand up to 80% of the agreed remuneration as compensation for cancellation unless the client proves that lower damages have occurred.
Costs already incurred, particularly for planning, production, printing, media purchasing or other preparatory services, must in any case be reimbursed by the client.
IV. Rights and Obligations
12. Obligations of the Client
The client must ensure that all data, advertising materials and information required for the provision of services are provided completely, correctly and in due time.
Delays or additional expenses resulting from late or incomplete provision of materials or information shall be borne by the client. Agreed performance deadlines shall be extended accordingly.
For online campaigns, the client must ensure that all technical requirements are met. In addition, the provisions of Section 15 apply regarding data protection requirements.
13. Responsibility for Advertising Content / Indemnification
The client bears sole responsibility for the content, design and legal admissibility of the advertising materials provided. The client assures that their use does not infringe the rights of third parties, in particular copyrights, trademarks, competition law, personal rights or other protective rights.
The client shall indemnify Prospega against all claims by third parties asserted due to the content or advertising materials provided by the client. This applies in particular to claims arising from violations of copyright, trademark, competition, personal or data protection rights.
The indemnification also includes the reasonable costs of legal defense, including any legal and court costs.
14. Copyright and Usage Rights
If Prospega provides creative or conceptual services within the scope of the order, all copyrights and usage rights remain with Prospega until full payment has been made. After payment, the client receives a simple, non-transferable right of use for the agreed purpose.
Prospega is entitled to name the client and completed projects as references in an appropriate form, particularly on the website, in presentations or marketing materials, unless the client objects for justified reasons.
15. Data Protection and Data Processing
Prospega processes personal data exclusively in accordance with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
If Prospega processes personal data on behalf of the client, this shall only take place within the framework of commissioned processing pursuant to Article 28 GDPR on the basis of a separate data processing agreement.
In these cases, the client remains the controller within the meaning of the GDPR and is responsible in particular for the legality of data processing, obtaining the necessary consents and fulfilling statutory information obligations.
Within the scope of digital campaigns, tracking, targeting or analytics tools as well as platform services of third-party providers may be used.
The client must ensure that all required privacy notices, consent mechanisms (e.g. consent management systems) and other data protection requirements are complied with on its own online offerings.
Prospega is entitled to use subcontractors or platform providers to perform the services. If personal data is processed in this context, this shall only be done in compliance with the legal requirements for commissioned processing.
16. Confidentiality
Both parties undertake to treat all information received within the scope of the cooperation as confidential and to disclose it to third parties only with express consent. This obligation shall also remain in force after termination of the contractual relationship. In the event of a breach of this obligation, statutory claims for injunctive relief and damages shall remain unaffected.
V. Liability, Force Majeure and Final Provisions
17. Liability
Prospega shall only be liable for damages suffered by the client in cases of intent or gross negligence.
In cases of slight negligence, Prospega shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations). Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the client may regularly rely.
In this case, liability shall be limited to the foreseeable damage typical for the contract.
To the extent permitted by law, Prospega’s liability shall be limited to the amount of the respective order value.
The above limitations of liability shall not apply to damages resulting from injury to life, body or health, claims under the Product Liability Act or other mandatory statutory liability provisions.
18. Limitation Period
Claims of the client due to defects or breaches of duty arising from the contractual relationship shall become time-barred – to the extent permitted by law – within twelve months from the statutory commencement of the limitation period. This shall not apply to claims resulting from intentional or grossly negligent breaches of duty, damages resulting from injury to life, body or health or other mandatory statutory liability provisions.
19. Force Majeure
Prospega shall be released from its obligation to perform services to the extent and for as long as events of force majeure substantially impede or make performance impossible. Force majeure shall include in particular natural disasters, extreme weather conditions, strikes, lawful lockouts, official orders, pandemics or epidemics, failures of transport or communication networks as well as other unforeseeable events beyond the control of Prospega.
In such cases, agreed performance deadlines shall be extended by the duration of the disruption including an appropriate restart period. Claims for damages by the client shall be excluded in this respect.
Prospega shall also not be liable for damage to or deterioration of the distribution material caused by fire, weather conditions, transport, storage or actions of third parties, provided that Prospega has not acted intentionally or with gross negligence.
20. General Provisions
Prospega reserves the right to reject orders based on their content, origin or technical form if they violate laws, official regulations or public morality or if their execution is unreasonable. Distribution orders shall only become binding after submission and approval of a sample. The rejection of an order shall be communicated to the client without delay.
The place of performance for all services arising from the contractual relationship is the registered office of Prospega GmbH. If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of Prospega GmbH. The law of the Federal Republic of Germany shall apply exclusively.
Prospega is entitled to transfer rights and obligations arising from the contractual relationship to affiliated companies or successor companies, provided that this does not impair the legitimate interests of the client.
21. Severability Clause
Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, such valid provision shall be deemed agreed that comes closest to the economic purpose of the invalid or unenforceable provision.
Status: March 2026
