Terms & Conditions
General Terms and Conditions of Business for the Provision and Acceptance of the Services of PPS Presse-Programm-Service GmbH, Lützowstrasse 102-104, D-10785 Berlin
PPS Presse-Programm-Service GmbH (hereinafter termed “pps”) renders its deliveries and services at the prices valid at the given time and in accordance with the terms and conditions set out below. By way of the ordering and/or acceptance of the services provided by pps, the contractual partner (hereinafter termed “customer”) recognises the terms and conditions concerned. Any agreements deviating from those set out here or in addition to them - with particular regard to the customer’s general terms and conditions of business - are only binding if they have been explicitly confirmed in writing by a representative of pps, e.g. in the form of an offer/order signed by pps and the customer. In any case, they only apply to the order for which they were agreed; subsequent orders are then subject to the terms and conditions set out below.
1. Form/Area of validity
All agreements between the customer and pps concluded for the purpose of executing the contract between the two parties are to be laid down in writing.
The following terms and conditions of business apply for companies. They also apply to all future contracts with the customer.
2. Definition of services
pps is a producer and marketer of TV and radio programme information as well as of programme media in the print and electronic media sector. To this end, pps compiles programme information largely based on the content (data/texts/photos) provided by the broadcasters and supplies it to users for publication and distribution purposes. The services rendered involve the collection, structuring, processing, refining and sale of data particularly for television and radio programmes.
3. Copyright and service protection rights
For the purpose of clarity, we state herewith that all programme information processed and supplied by pps is subject to its own specific copyright and/or service protection rights, to which the customer is granted a simple usage entitlement. The entitlement concerned is restricted in terms of the duration, location and purpose as well as in all other ways to usage for the agreed purpose and medium. The usage rights to the programme information concerned may under no circumstances be passed on to third parties to the extent that no written authorisation to this effect has been provided by pps.
The above ruling does not however apply to the rights to the usage of the content of the programme information (e.g. photos, texts, etc.) insofar as the content concerned stems from third-party sources, above all from TV broadcasters. No usage rights to the given content are granted. It is up to the customer alone to obtain all rights of usage in respect of the material provided by the broadcasters or data suppliers. The customer is to observe the terms and conditions of the given TV broadcaster or other relevant licensor (e.g. photo agency) when using the programme information concerned. Any claims of third parties, with particular regard to VG Media, in respect of special remuneration in return for the granting of copyright and/or service protection rights as well as any claims from third parties are payable by the customer.
The scope of the programme information supplied to the customer depends on the terms and conditions of usage of the given broadcaster. In the event that pps is unable to supply all available information to the customer in order to comply with the usage rights of the broadcaster concerned, pps undertakes to notify the customer accordingly without delay and, if required, seek a relevant contact at the given broadcaster.
The customer undertakes to use the data and texts to which pps has copyright and/or service protection rights only in connection with the transmission of the given broadcast, i.e. for a maximum of four weeks prior to and two weeks after the transmission date. The customer is not entitled to store or archive programme information e.g. in a database for any time above and beyond the duration of the given period. All the services concerned are intended exclusively for use for the agreed purpose. Any other reproduction, distribution, processing, long-term storage or other usage of the given services is prohibited. The transfer of the services concerned to associated companies and/or third parties is only permissible with the prior written consent of pps to this effect. Equally, their usage for a further object, medium or product of the customer, particularly if the latter is offered under a different brand name and/or via another platform, is also prohibited in the absence of any explicit agreement to this effect.
Should a relevant service be passed on in violation of the above provision, the price payable by the customer for the right of usage is to be increased by the amount the given third party would have normally had to pay to pps for the use of the service concerned.
4. Fulfilment
The obligation of provision of service on the part of pps is fulfilled when pps has prepared the given service and supplied it to the customer. The place of fulfilment is pps’ registered office.
5. Usage
To the extent that a broadcaster/data supplier changes the content, quantity, form, method of transmission and/or licence costs of the content it supplies or does not adhere to the agreed terms and conditions of usage, pps is entitled to appropriately adapt the service provided to the customer and, given prior notification, the cost of the service concerned. The same applies to changes in content and/or design made at the request of the customer.
6. Delivery deadlines
The clarification of all technical matters is a prerequisite of the commencement of the contractually agreed delivery period.
Delivery is to be made as soon as possible.
Non-compliance with the delivery deadlines does not exempt the customer from the obligation to accept delivery.
The scope of the programme information made available depends on the scope of the programme information provided by the broadcaster concerned. In the event that a given broadcaster changes the content, quantity, form, terms of usage or method of transmission in respect of the content he provides, pps is entitled to change the scope of the information accordingly. This also applies in cases where a broadcaster no longer supplies any programme information that can be processed.
To the extent that a broadcaster changes the content, quantity, form, licence costs or method of transmission in respect of the content he makes available, pps is entitled to adjust the agreed costs. pps undertakes to inform the customer accordingly prior to implementing the adjustment concerned.
7. Publication
The publication and distribution of the services are the responsibility of the customer and are to occur in accordance with the relevant statutory provisions of press and civil law. It is above all the duty of the customer to obtain all usage rights for the material provided by the broadcasters/data suppliers and to observe the terms and conditions of the licensors in its usage. Any claims asserted by third parties are payable by the customer.
8. Transfer of usage
As far as such services are concerned as to which pps holds copyright and/or service protection rights, pps grants the customer the transferable, non-exclusive authorisation of usage once the service charges have been paid. The entitlement concerned is restricted in terms of the duration, location and purpose as well as in all other ways to usage for the purpose agreed at the time of commencement of delivery/conclusion of contract. The given entitlement may under no circumstances be passed on to third parties, not even in the form of co-branding, to the extent that no written authorisation to this effect has been provided by pps.
9. Disclaimer of liability for the data used
pps assumes no liability for the correctness, completeness, up-to-date nature and absence of rights in respect of the content provided by the given broadcasters/data suppliers.
10. Liability for material defects
The customer is obliged to notify pps in writing of any obvious material or legal defects within a period of 7 days following receipt of the service concerned; despatch of the notification within the period mentioned is sufficient, whereby the given defects are to be described in as much detail as possible. In the case of a defective service for which pps is responsible and in respect of which the customer has lodged a complaint immediately after identification of the defect concerned, pps is to render a defect-free service or reduce the cost of the service taking its impairment into account, whichever makes the greater economic sense. The choice is up to pps.
By way of supplementary performance, pps is under no circumstances obliged to supply and/or produce a new service. However, the right of the customer to demand compensation instead service provision in line with the relevant legislation remains unaffected by this.
In the event that the customer demands compensation instead of the service or wishes to enforce provision of a replacement service, failure of rectification of the given defect is only deemed to be the case after the second unsuccessful attempt at rectification. The legal requirements in terms of the dispensability of setting deadlines remains unaffected by this.
No claims in respect of defects can be asserted in cases where the deviation from the agreed nature of the service or the impairment of its usability is only of a minor nature.
11. Liability
pps is liable in cases of wilful or grossly negligent behaviour on the part of pps, its representatives or its agents in accordance with the relevant legal requirements. In other respects, pps is only liable as per the provisions set out under the Product Liability Act in respect of damage to life, body or health or the culpable breach of key contractual duties. The entitlement to compensation for a breach of key contractual duties is however limited to damage of a predictable nature typical of the contract concerned providing none of the above exceptions as set out in sentence 1 or 2 applies. Liability on the part of pps is also restricted to damage of a predictable nature typical of the contract concerned in cases of gross liability providing none of the above exceptions a set out in sentence 2 applies.
In cases of normal negligence, pps is liable up to the amount covered by the relevant insurance it has taken out to the exclusion of any consequential damage in general or that due to a defect. The insurance currently covers damage amounting to EUR 5,000 to the extent that the damage concerned is insurable.
The ruling set out in the above section applies to all compensation claims (particularly in respect of compensation in addition to the given service and compensation in lieu of the given service) irrespective of the legal grounds on which the claims are based but with particular regard to those arising from defects as well as from the breach of duties in respect of payment obligations or prohibited action. It also applies to claims for the reimbursement of expenses incurred in vain.
A change in the burden of proof to the disadvantage of the customer is not foreseen via the above provisions.
12. Default/Impossibility
pps is liable for default on delivery and the impossibility of service rendition in cases of wilful or grossly negligent behaviour on the part of pps, its representatives or its agents in accordance with the relevant legal requirements. Liability on the part of pps is however restricted to damage of a predictable nature typical of the contract concerned in cases of gross negligence.
The above limitations do not apply in cases of liability due to damage to life, body or health. A change in the burden of proof to the disadvantage of the customer is not foreseen via the above provisions. The above provisions also apply to claims for the reimbursement of expenses incurred in vain.
13. Cancellation
The customer can only cancel the contract in accordance with the relevant statutory provisions if pps is responsible for the breach of duty concerned; as far as defects are concerned, however, the statutory requirements apply. In the case of breach of duty, the customer is to declare within an appropriate period after having been asked to do so by pps whether the contract is to be cancelled on the grounds of breach of duty or whether the delivery should still be supplied.
14. Cost of services
All the costs of services listed by pps in its offers are subject to statutory value-added tax and any costs incurred via the relevant payment transactions.
Any deduction due to payment by cash is subject to a separate written agreement.
The basis of calculation of the supply of programme information on the part of pps is the pps price list valid at the given time. Notification of the introduction of a new price list will be made no later than 6 weeks prior to its coming into force. The customer has the option of objecting to the new price list within 4 weeks of receiving notification of its introduction. Failing this, it is deemed to have been accepted.
All service costs include the supply of the service at the location agreed with the customer, to the extent that no free test delivery was explicitly agreed, and are to be invoiced after the service has been rendered on a monthly basis.
The invoices are due immediately upon receipt and are payable without any deduction. The customer is in default of payment without any further declaration to this effect by pps if payment has not been received within fourteen days of receipt of the given invoice. In the event that defects have been identified, the customer is not entitled to withhold payment unless the service is obviously defective or the customer is obviously entitled to withhold payment. In such cases, the customer is only entitled to withhold payment to the extent that the amount withheld is proportionate to the defects and the cost of supplementary performance. The customer is not entitled to assert any claims and rights if the customer has not made due payments and the amount due is proportionate to the value of the defective service concerned.
15. Offsetting claims
The customer may only offset such claims as are undisputed and legally binding.
16. Change of address
The customer is obliged to inform pps in writing in good time prior to the first/next delivery insofar as a separate invoice address applies. The same applies if the invoice address changes during the term of the contract.
17. Default interest
In the case of unpunctual payment, pps is entitled to charge default interest amounting to 8 (eight) percentage points above the base rate (§ 247 of the German Civil Code (BGB)) but reserves the right to take further action. pps is herewith allowed to prove that it has incurred greater damage than that indicated above.
18. Right of retention
In the event that the customer defaults on its payment obligations, pps can discontinue all service provision with immediate effect in accordance with its right of retention.
19. Short-term failure of service provision
In the case of a temporary failure of the transmission equipment and/or transmission channels and short-term disruptions lasting up to a maximum period of three days, pps’ claims vis-à-vis the customer remain valid.
20. Term and cancellation of contract
The service provision and acceptance contract can be cancelled in case of ongoing non-compliance with payment obligations with six months’ notice to the end of the given month, but not before a period of one year following commencement of service provision has elapsed. Separate to this, the supply of the programme data from individual broadcasters can be cancelled with four weeks’ notice to the end of the given month to the extent that and insofar as the monthly service costs do not thereby amount to less than 75 (seventy five) percent of the monthly charges payable at the commencement of service provision/conclusion of contract. All other agreements must be concluded in writing.
The right of cancellation for a good reason remains unaffected by this. A good reason is deemed to be constituted above all by non-compliance with the above provisions.
In the event that the customer’s business operations are discontinued, an extraordinary right of cancellation applies with four weeks’ notice to the end of the given month.
A cancellation must be made in writing for it to become effective. The date of receipt of the letter of cancellation is decisive in determining whether the cancellation complies with the given period of notice.
21. Obligation of confidentiality
The entire content of the contract is to be treated in the strictest confidence throughout the term of contract and thereafter.
22. Ban on assignment
All claims and other rights arising from the contract in respect of the provision and acceptance of services cannot be assigned.
23. Court of jurisdiction/Applicable law
The court of jurisdiction for both parties is Berlin or Hamburg. The law of the Federal Republic of Germany applies exclusively.
24. Severability clause
Should one provision of these general terms and conditions of business be invalid, it is to be replaced with a valid provision that comes as close as possible to the purpose of the original provision. The validity of the other provisions remains unaffected by this.