General Terms and Conditions (GTC)
Effective 11.03.2024 | Previous version
Please note: The German General Terms and Conditions are binding.
1. Preamble and Conclusion of Agreement
1.1. b-good GmbH (“adstrong”) is a software manufacturer and offers various Software-as-a-Service (SaaS) solution related to the Google CSS program for companies who work with Google Shopping Ads.
1.2 These general terms and conditions (“GTC”) govern the subscription for the Software and the provision of Services to the customer. Software and Services may additionally be subject to offer documents (or similar) issued by adstrong (together “Agreement”). Services may be subject to specific supplemental terms that apply to the customer’s subscription and those supplemental terms form part of the Agreement.
1.3 If the Agreement is concluded via an Order Form, the transmission of the Order Form is the binding offer of adstrong to conclude an Agreement with the Customer in accordance with the provisions of these GTC. The Customer is entitled, but not obliged, to accept this offer. Acceptance is declared by signatures of the Customer on the Order Form and electronic or postal transmission of the signed Order Form. Alternatively, acceptance can also be made by a confirmatory e-mail without signed return.
1.4 If the Agreement is concluded online, clicking on a button with the description “buy now” or a description with corresponding meaning is the binding contractual acceptance of the Customer to conclude an Agreement with adstrong in accordance with the provisions of these GTC.
1.5 Deviating terms and conditions of the customer do not apply to the Agreement, unless adstrong expressly agrees to their application in writing.
2. Definitions
2.1 “Order Form” means an Order Form provided by adstrong to the Customer containing adstrong’s binding offer to enter into an agreement with the Customer in accordance with this GTC.
2.2 “Google CSS program” means Google’s program of the same name as described on https://support.google.com/css-center/answer/7524491?hl=en.
2.3 “CSS Program Minimum Requirements” as published by Google in the paragraph of the same name on https://support.google.com/css-center/answer/7524491?hl=en excluding the sentence “It should also allow users to compare the price and selling conditions for the same product offered by different merchants.”. This sentence is considered to be an unnecessary requirement.
2.4 “CSS Application” means the successful application for the Google CSS program which is considered to be completed by providing the customer access to the Customer CSS Center.
2.5 “Customer CSS Center” means the Google CSS Center account, to which the customer has been given access to as a result of the CSS Application.
2.6 “Customer CSS Domain” means any Google CSS Domain account, that is associated with the Customer CSS Center.
2.7 “Customer Merchant Center” means any Google Merchant Center account, that is directly, or indirectly via a Google Multi Client Account, associated with a Customer CSS Domain.
2.8 “Billable Units” means countries activated in Customer CSS Domains and Customer Merchant Centers connected with Customer CSS Domains directly, or indirectly through a Google Multi Client Account.
2.9 „CSS Merchant Center“ means Google Merchant Center accounts, to which the customer has access, and that are directly, or indirectly via a Google Multi Client Account, associated with a Google CSS Domain of adstrong.
2.10 „Amazon enabled Merchant Center“ means Google Merchant Center accounts, to which the customer has access, and that are directly, or indirectly via a Google Multi Client Account, associated with a Google CSS Domain of adstrong or with a Customer CSS Domain, and that have claimed a URL that contains “amazon”.
2.11 „eBay enabled Merchant Center“ means Google Merchant Center accounts, to which the customer has access, and that are directly, or indirectly via a Google Multi Client Account, associated with a Google CSS Domain of adstrong or with a Customer CSS Domain, and that have claimed a URL that contains “ebay”.
2.12 „Customer Product Data“ means product data contained in Customer Merchant Centers.
2.13 „Product Database“ means a database operated by adstrong that contains Customer Product Data and product data by adstrong.
2.14 „CSS-Site“ means a comparison shopping service website, that adstrong has set up for the customer, that fulfills Google’s CSS Program Minimum Requirements at the time of the CSS Application, and that makes the products of the Product Database discoverable.
2.15 “Software” means the CSS-Site and the Product Database.
2.16 “Services” means services associated with the Software.
2.17 “Activatable CSS Countries”: Belgium, Denmark, Germany, Finland, France, Greece, Great Britain, Ireland, Italy, Netherlands, Norway, Austria, Poland, Portugal, Romania, Sweden, Switzerland, Slovakia, Spain, Czech Republic, Hungary.
2.18 “Support hours” means working days (at adstrong’s registered office) between 9:00 a.m. and 5:00 p.m. CET.
3. Obligations of adstrong
3.1 When providing a CSS-Site, adstrong fulfills the following obligations:
3.1.1 adstrong creates and operates the CSS-Site for the customer with the restrictions in accordance with Section 6. Grant of Rights. The CSS-Site contains a custom logo, a custom favicon, a custom color, footer links to the customer’s domains and a footer link which links to an adstrong website.
3.1.2 The CSS-Site contains products that are part of the Customer Product Data and which have not been rejected by Google. The contracting parties agree that it can take up to 24 hours until new Customer Product Data has been processed and is discoverable on the CSS-Site.
3.1.3 It is expressly pointed out that, due to technical reasons and CSS program guidelines, the CSS-Site cannot display Customer Product Data for all search queries. If no Customer Product Data is displayed, this may be due to the lack of unique Customer Product Data. This then needs to be maintained accordingly by the customer themselves.
3.1.4 adstrong successfully completes the CSS Application for the customer and conducts the initial configuration of the Customer CSS Center and the Customer CSS Domain.
3.1.5 adstrong activates all commissioned, Activatable CSS Countries in the respective Customer CSS Domains.
3.2 When providing a CSS Merchant Center, adstrong sends a CSS switch request to the customer’s Google Merchant Center account specified in the order or invites the customer as an administrative user to an adstrong Google Merchant Center account that has claimed the domain specified in the order. This provision will have occurred even if the customer does not accept the CSS link request or the Google Merchant Center Admin User invitation.
3.3 When providing an Amazon enabled Merchant Center, adstrong invites the customer as an administration user to an Amazon enabled Merchant Center. This provision will have occurred even if the customer does not accept the Google Merchant Center Admin User invitation.
3.4 When providing an eBay enabled Merchant Center, adstrong invites the customer as an administrative user to an eBay enabled Merchant Center. This provision will have occurred even if the customer does not accept the Google Merchant Center Admin User invitation.
3.5 adstrong is not obligated to establish and maintain an internet connection between adstrong’s servers and the Customer’s internet access point.
3.6 The elimination of errors and damage caused by improper handling by the Customer, by the influence of third parties or by force majeure is not the subject of this Agreement.
3.7 adstrong is entitled to engage subcontractors within the scope of the provision of services.
3.8 adstrong provides a support contact via email, usually with the following expected, but not obligatory, first response time: Mon-Thurs 24h, Fri-Sunday 60h, except for national public holidays.
4. Availability
4.1 adstrong provides the Software with an availability of 98% on an annual average. Times in which the server cannot be reached due to other technical problems beyond the control of adstrong (e.g. force majeure) are excluded. Also excluded is planned maintenance work (e.g. updates to the Software) which takes place outside of the support hours.
4.2 In case of error reports received outside the support hours, the troubleshooting begins on the following working day. Delays of the troubleshooting that the customer is responsible for (e.g. due to unavailability of a contact person on the customer side or belated notification of the disruption), are not credited towards the troubleshooting time.
5. Customer Responsibilities
5.1 The following responsibilities are major obligations of the customer and are not only to be classified as secondary obligations or duties.
5.2 The customer shall provide a qualified contact person together with a deputy, who is entitled to make all necessary decisions, that are required for the contractually agreed provision of Software and Services or to bring about such decisions without undue delay. The customer shall inform adstrong about any changes of the contact person (including deputy) without undue delay.
5.3 The customer is solely responsible for the Customer Product Data. The customer shall use the Software only in accordance with the Agreement and within the framework of the applicable statutory provisions and not to infringe any rights of third parties during use. The customer will inform adstrong without undue delay in text form about: (i) the misuse or suspicion of misuse of the Software and Services; (ii) a risk or suspicion of a risk for the compliance of data protection or data security which occurs within the scope of the provision of the Software and Services; (iii) a risk or suspicion of a risk for the service provided by adstrong, e.g. due to loss of access data or hacker attack.
5.4 Upon first request, the Customer shall indemnify adstrong against all claims asserted by third parties against adstrong on the grounds that an action carried out by the Customer and/or Content provided by the Customer infringes their rights.
5.5 The customer shall ensure the following technical requirements:
5.5.1 The connection to the internet in adequate bandwidth and latency is the customer’s responsibility.
5.5.2 For an optimal use of the offers and functions of the Software the customer shall use the latest versions of the following browser types Google Chrome, Safari or Mozilla Firefox or any other browser notified by adstrong.
5.6 When adstrong provides a CSS-Site, the following obligations apply to the customer.
5.6.1 The customer is responsible for the professional setup and administration of the Customer CSS Center and the Google accounts directly or indirectly connected to it. This applies regardless of whether adstrong supports the customer setting up the Customer CSS Center in any form. This includes: (i) the professional setup and administration of such accounts, in particular creation of users and roles as well as the allocation of access; (ii) migrating Google Merchant Center accounts to or away from Customer CSS Centers; (iii) processing any requests that may be made through the Google CSS Support Center.
5.6.2 The customer carries out switches from Google Merchant Center accounts to the Customer CSS Center exclusively as “MCA sub-accounts” (German: “MCA-Unterkonto”). If the customer has mistakenly switched a Google Merchant Center account to the Customer CSS Center as a “Standalone account” (German: “Neues Konto”), the Customer shall promptly convert the “Standalone account” to an “MCA sub-account”. The customer agrees that product data of “Standalone accounts” will not be displayed on the CSS-Site.
5.6.3 The customer informs adstrong if a Google Multi Client account has been added to a Customer CSS Domain, provides adstrong with the ID of the added Multi Client account and ensures that adstrong has admin access to it and to the Google Merchant Center accounts contained therein via the Customer CSS Center. The customer agrees that product data from Multi Client accounts will not be displayed on the CSS site unless adstrong has admin access.
5.6.4 The customer does not remove adstrong’s access to the Customer CSS Center and all Google CSS Domains, Google Merchant Centers and Google Multi Client Accounts contained therein directly or indirectly. If for any reason adstrong does not have admin access to any of these Google accounts, the customer will immediately ensure that adstrong is granted admin access.
6. Grant of Rights
6.1 adstrong grants the customer a non-exclusive, non-transferable, and time-limited usage right for the CSS-Site for the agreed term.
6.2 The customer undertakes to use the CSS-Site only in accordance with the Agreement and not to provide it to third parties to use. Insofar as the Agreement provides for this, the customer’s usage right also extends to the customers affiliates within the meaning of § 271 German Commercial Code, §§ 15 ff. German Stock Corporation Act or to affiliated companies/holding companies/subsidiaries within relevant applicable provisions of corporate law.
6.3 The customer grants adstrong a non-exclusive, non-transferable, and time-limited usage right, to process and store non-personal data located in CSS Merchant Centers, Amazon Merchant Centers, eBay Merchant Centers, Customer CSS Centers or in Google accounts directly or indirectly linked to the Customer CSS Center for the agreed.
6.4 adstrong may process non-personal or anonymous data to develop and improve functionality and the customers’ experience with the Software. For this purpose, adstrong may anonymize data stored in the Software. The customer agrees that adstrong owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective, security as well as marketing or any other purposes.
7. Term and Termination
7.1 The customer can choose a monthly or a yearly subscription Agreement. For Services, the term of the Software applies unless specifically stated otherwise.
7.2 In case of Agreements with a monthly subscription, an initial term of one month shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a monthly basis until either party terminates the Agreement with a notice not later than 15 days prior to the renewal date.
7.3 In case of Agreements with an annual subscription, an initial term of one year shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a yearly basis, until either party terminates the Agreement with notice not later than three months prior to the renewal date.
7.4 The right of both parties to terminate the Agreement for good cause remains unaffected.
7.5 Notice of termination must be given in written form. All licenses and rights granted under the Agreement shall be immediately terminated.
8. Payment Term
8.1 The customer agrees to pay the fees for the Software and any applicable Services in accordance with the applicable offer or invoice and authorizes adstrong to conduct direct debits of customer’s designated bank account or credit card for such fees as they become payable (upfront in advance for the applicable term). Electronic invoices will be sent to the customer.
8.2 All amounts and fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). The customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on adstrong’s net income.
8.3 For Agreements with a monthly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one month.
8.4 For Agreements with a yearly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one year. Payment shall be due two weeks from the invoice date.
8.5 If the number of Billable Units increases during the contract term, the associated fees will be charged pro rata for the remaining contract term from the date on which the corresponding Billable Unit was added.
9. Warranty, Claims and Obligations in Case of Defects
9.1 Sections 9.2, 9.4, 9.6 and 9.7 shall apply only in case of paid Software/Services provision by adstrong. To the extent adstrong provides Software/Services free of charge, adstrong’s liability for defects is limited to fraudulent intent.
9.2 adstrong shall provide the Software free from material and legal defects (e.g., violation of third-party intellectual property rights) and shall maintain the Software in a condition suitable for contractual use during the term of the Agreement.
9.3 Any defects or disruptions of the system availability shall be reported by the customer together with the details of the circumstances of their occurrence without undue delay after it has become known. In case of occurring Software disruptions the customer will support adstrong to a reasonable extent in the identification and correction of errors.
9.4 adstrong shall remedy the defect within a reasonable period of time. In case of reports and disruptions of the system availability which lead to a total failure of the Software and which are received within the support hours, adstrong will attempt to ensure a reaction time of four hours from the beginning of the disruption. In case of minor errors that do not lead to a total failure of the Software and that occur during ongoing operation, adstrong will attempt to respond no later than one working day after receipt of the error message.
9.5 adstrong shall be entitled to show temporary workarounds and to eliminate the actual cause later by making adjustments to the Software, provided that this is reasonable for the customer.
9.6 The strict liability for initial defects in accordance with § 536a (1), Alt. 1 German Civil Code is excluded.
9.7 Defect claims expire within 12 months. This does not apply in case of defect claims for damages for which adstrong is mandatorily liable under the statutory law (see section 10.1).
9.8 It is expressly pointed out that adstrong does not guarantee the customer’s or adstrong’s uninterrupted participation in the Google CSS program. adstrong does not guarantee the complete or partial permanent existence of the Google CSS program or its terms of use and is not responsible for this.
10. Limitation of Liability
10.1 In the case of paid or unpaid service provision adstrong is liable according to the statutory provisions for damages resulting from the injury of life, of the body or health and for other loss due to a breach of duty resulting from intent, gross negligence and fraudulent intent. In addition, adstrong is liable according to the statutory provisions towards customers with a fee-based Agreements for the use of the Software for damages covered by liability under mandatory statutory provisions such as in the case of assumption of guarantees, fraudulent concealment of a defect or according to German Product Liability Law in the case of paid services. Guarantees by adstrong are only given in written form and in case of doubt are to be interpreted as such, only if they are referred to as “guarantee”.
10.2 In case of slight negligence for paid service provisions, adstrong is only liable for damages caused by adstrong and which are due to such essential breaches of duty, which endanger achieving the purpose of the Agreement or to breaches of duties, whose fulfilment enables the proper execution of the Agreement in the first place and whose compliance the customer may rely on (so-called violation of cardinal obligations). In these cases, the sum of all compensation and reimbursement of expenses is limited to a payment claim in the amount of the annual SaaS fees, up to a maximum of €10,000. Liability for slight negligent violation of obligations that are not cardinal obligations (see Section 10.2 sentence 1) are excluded, except where adstrong is liable by law (see Section 10.1 sentence 2).
10.3 In the case of free service provision (e.g., within the Trial) adstrong is responsible only for damage, which is based on willful intent, or gross negligence as well as fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, body or health, for this adstrong is liable without limitation.
10.4 The limitations of liability in sections 10.1 to 10.3 also apply to claims against executive employees, employees, other vicarious agents, or subcontractors of adstrong.
10.5 It is expressly stated that adstrong assumes no liability for the customer’s Google accounts suspended by Google or for the consequences of such suspensions.
11. Data Protection and Confidentiality
11.1 “Confidential Information” shall mean any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the party, whom the information is transmitted to, must have recognized as confidential and a subject to secrecy because of exceptional circumstances. Confidential Information includes, in particular, product descriptions and specifications as well as prices. Each party agrees to the following:
11.1.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).
11.1.2 To undertake to use Confidential Information only for contractually agreed purposes.
11.1.3 To take at least the same precautions as they do in regard to their own Confidential Information. Such precautions shall at least be reasonable to prevent disclosure to unauthorized third parties. In addition, both contracting parties are obliged to prevent the unauthorized disclosure or use of Confidential Information by their customers, employees, subcontractors, or legal representatives.
11.1.4 To inform each other in text form of any misuse of Confidential Information.
11.2 Confidential Information shall not include information which:
11.2.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,
11.2.2 Is transmitted by a third party not subject to a similar confidentiality agreement,
11.2.3 Is otherwise publicly known,
11.2.4 Was independently developed without using confidential information,
11.2.5 Is released for publication in text form, or
11.2.6 Is required to be transmitted due to a final legally binding court order or authority provided that the party affected by the transmission is informed in time in order to take legal protection actions.
11.3 Neither party shall obtain Confidential Information by means of reverse engineering. “Reverse Engineering” in this context means all actions, including observing, testing, examining and reassembling, with the aim of obtaining Confidential Information.
11.4 The restrictions contained in sections 11.1 to 11.3 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.
12. Reference Naming
13. Amendments
13.1 adstrong has the right to change these GTC at any time or to amend regulations for the use of any newly introduced additional services or features of the Software or Services. Changes and amendments to these GTC shall be announced to the customer by email to the indicated email address not later than four weeks before the scheduled changes come into force. The customer’s consent to the change of the GTC will be deemed granted if the customer does not object to the amendment in text form within a period of two weeks, beginning with the day following the day of the announcement of the amendment. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement, and the outcome of an objection.
13.2 adstrong reserves the right to modify the Software and/or Services to offer deviating functionalities, unless changes or deviations are not reasonable for the customer. If significant change of the Software supported workflow of the customer and/or limitations in usability of so far generated data go along with the provision of a modified version of the Software or a change of functionality of the Software, adstrong will announce this to the customer in text form at the latest four weeks before the effective date of such a change. If the customer does not object to the change in text form within a period of two weeks upon receipt of the notification of change, the change shall become part of the contract. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement, and the outcome of an objection.
13.3 adstrong further reserves the right to modify the Software and/or Services to offer deviating functionalities, (i) to the extent necessary to make the services offered by adstrong compliant to the (case) law applicable to such services, in particular if the legal situation changes; (ii) to the extent adstrong complies with a court order or authority decision addressed to adstrong; (iii) to the extent necessary to eliminate security vulnerabilities of the software; (iv) due to significant changes in the services or contractual conditions of third-party providers or subcontracting companies, or (v) to the extent that this is predominantly beneficial for the customer. adstrong especially reserves the right to restrict or discontinue the provision of additional functionalities or Integrations if the technical partners for these additional functionalities or the providers of the Third-Party Integrations significantly change or limit their services or terms of service and adstrong can therefore no longer reasonably be expected to continue providing the above, such as if the additional expense due to adstrong’s involvement would be economically unreasonable. For the case of annual calculation, the customer will receive an appropriate pro rata reimbursement of fees paid in advance, provided that the additional functionality or Integration was invoiced separately.
13.4 adstrong is entitled to adjust its list prices to compensate personnel cost or other cost increases annually in an appropriate amount. adstrong will announce these price adjustments and the effective date of the price adjustments to the customer in text form. The price adjustments shall not apply to the periods the customer has already paid for. If the price increase is more than 8% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this section 13.4.
13.5 If the customer objects to a change within the meaning of this section 13 in accordance with the relevant notification requirements, the proposed change will not be effective, and the Agreement shall continue under the existing terms. In this case adstrong reserves the right to terminate the Agreement extraordinarily on one month’s notice.
13.6 If the contract is continued under the existing terms in accordance with clause 13.5, the proposed change will automatically take effect at the next contract extension.
13.7 Except as set out in sections 13.1 to 13.4, any variation to the Agreement shall be agreed by the parties in text form.
14. Final Provisions
14.1 Unless otherwise agreed, any notification or declaration under the Agreement shall be made in writing which includes text form (e.g., email). Amendments to the Agreement shall be made in writing or text form. This shall also apply to the waiver of this form requirement.
14.2 If any provision of the Agreement is invalid, illegal, or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.3 The Agreement between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with the Agreement between adstrong and the customer is, as far as legally permissible, Munich.
