Terms and Conditions

These General Terms and Conditions apply to all contracts between UnitedAds and its clients for the setup, provision and operation of a White Label Comparison Shopping Service (“White Label CSS”).

Deviating, conflicting or supplementary terms and conditions of the Client only become part of the contract if UnitedAds has expressly agreed to their application in text form.

Individual agreements in the respective offer or contract take precedence over these Terms.

UnitedAds provides the Client with a White Label Comparison Shopping Service and – depending on the individually agreed scope of services – undertakes in particular:

• setup of a White Label Comparison Shopping Service
• technical setup of the required CSS infrastructure
• setup and configuration of the required Google CSS and Merchant Center links
• integration of the Client's name, logo and agreed accent colour
• technical provision and ongoing operation
• technical maintenance of the infrastructure operated by UnitedAds
• technical and operational support to the agreed extent.

The specific scope of services is conclusively determined by the respective offer or order.

Services not expressly agreed are not part of the contract. This applies in particular to:

• Google Ads campaign management
• feed management
• product data optimisation
• drafting or reviewing legal texts
• data protection advice
• legal advice
• tax advice
• Merchant Center suspension recovery
• Google support escalations
• custom software development
• guaranteed inclusion in directories or partner programmes
• guaranteed activation of specific Google features.

The White Label CSS is made available to the Client for marketing under the agreed brand.

Unless expressly agreed otherwise in writing, the Client acquires under the contract:

• no ownership of the underlying CSS infrastructure
• no rights to the technical platform
• no Google CSS certification
• no entitlement to the transfer of a CSS domain or a CSS Center account
• no entitlement to the release of source code, system architecture or internal access.

The technical and/or legal operator of the infrastructure used for the White Label service may be UnitedAds itself, a company affiliated with UnitedAds or a technical service provider engaged by UnitedAds.

The White Label presentation does not constitute a transfer to the Client of any Google certification, of a Google CSS account or of any other rights of UnitedAds.

UnitedAds is entitled to replace or adapt the technical infrastructure, hosting providers, interfaces, domains, APIs, software components or other technical elements, provided that the essential function of the agreed service is not unreasonably impaired as a result.

The Client acknowledges that essential parts of the services depend on systems, programmes, policies, interfaces and decisions of third parties, in particular Google.

UnitedAds has no influence, in particular, over:

• changes to the Google Comparison Shopping Services programme
• changes to Google Merchant Center
• changes to Google Ads
• CSS programme terms
• Google's admission and review procedures
• Google's technical interfaces
• APIs
• approval or blocking decisions
• Merchant Center suspensions
• Google Ads suspensions
• changes to auctions or bidding mechanisms
• changes to ad formats
• changes to CSS benefits or CSS functionalities.

Changes, restrictions, disruptions or the complete discontinuation of such services by Google or other third-party providers do not constitute a breach of duty by UnitedAds, insofar as UnitedAds is not responsible for them.

In particular, UnitedAds does not owe the permanent continuation of the Google CSS programme or of specific economic or technical benefits of this programme.

If the performance of the services is made substantially more difficult or impossible by changes on the part of a third-party provider, UnitedAds is entitled to adapt the services accordingly.

If performance becomes permanently impossible or economically unreasonable, either party may terminate the affected part of the contract extraordinarily. No claims for damages against UnitedAds arise from this, insofar as UnitedAds is not responsible for the cause.

UnitedAds owes exclusively the agreed service, not any particular economic success.

In particular, UnitedAds gives no guarantee of:

• a specific reduction in click prices
• a specific CPC saving
• a specific bidding advantage
• a specific number of additional clicks, impressions or conversions
• a specific revenue
• a specific profitability
• a specific ROAS
• a specific visibility
• specific rankings
• specific ad positions
• a specific eligibility of the Client or its customers to participate in the Google CSS programme.

Percentage benefits, savings potential, sample calculations, forecasts or comparative values in presentations, offers, websites or other documents constitute – unless expressly designated as a guarantee – merely non-binding explanations or possible scenarios.

The actual economic impact depends, among other things, on auctions, bidding strategies, competition, product data, campaign configuration, market conditions and decisions by Google.

It is a prerequisite for the use of the services that the accounts, websites, products and product data operated by the Client, its customers and the connected merchants meet all applicable Google requirements.

UnitedAds is not obliged to fully review the legal or technical compliance of the Client or its customers.

Google may change the requirements of the CSS programme, of Merchant Center and of Google Ads as well as other participation conditions at any time.

UnitedAds is entitled to make the technical or organisational adjustments required to meet the requirements applicable at any given time.

If significant additional expenses arise as a result of a change in Google's requirements that were not foreseeable when the contract was concluded, these may be charged separately after prior consultation.

The Client shall provide UnitedAds in good time with all information, access, approvals and data required for the performance of the services.

These may include in particular:

• Merchant Center IDs
• CSS access rights
• administrator rights
• Google Ads access
• MCA access
• information about sub-accounts
• domain information
• logos
• brand information
• company data.

Before any migration or change to account links, the Client is responsible for ensuring that sufficient direct administrator access exists for the accounts concerned.

The Client must observe the instructions for migration and account linking provided by UnitedAds.

Consequences arising from the Client transmitting incorrect account information, holding insufficient access rights, not having set up necessary administrator rights, migrating accounts contrary to the instructions provided or changing links on its own authority do not fall within UnitedAds' area of responsibility.

Delays due to a lack of cooperation by the Client extend agreed performance deadlines accordingly.

If the Client uses the White Label CSS for its own customers, merchants or affiliated companies, the Client alone remains UnitedAds' contractual partner.

UnitedAds does not become a contractual partner of the Client's merchants or customers through the use of the White Label CSS.

The Client is solely responsible for:

• its contracts with its customers
• invoicing its customers
• communication with its customers
• its own service promises
• the selection of its customers
• the lawfulness of its marketing
• compliance with statutory information obligations.

The Client may not give its customers any guarantees or service promises on behalf of UnitedAds that go beyond the services agreed with UnitedAds.

Obligations that the Client assumes towards its customers do not extend UnitedAds' obligations.

For the term of the contract, the Client grants UnitedAds the non-exclusive rights of use required to perform the contract in the trademarks, logos, names, domains, graphics and other content provided.

The Client warrants that it is entitled to use and provide this content.

The Client is responsible for ensuring that the use of the content does not infringe any third-party rights.

UnitedAds is not obliged to examine trademark, name, competition or other protective rights of the Client.

If third parties assert claims against UnitedAds on account of content or marks provided by the Client, the Client shall indemnify UnitedAds against these claims and the reasonable costs of legal defence, insofar as the Client is responsible for the infringement.

The respective merchant or the Client is solely responsible for the accuracy, timeliness and lawfulness of product information, prices, availability, images, brand information and other product data.

UnitedAds does not review the content of the product data unless such a review has been expressly agreed.

The Client ensures that the merchants integrated via the White Label CSS actually exist, are permitted to sell the products offered, hold the necessary rights to product data and images, comply with the applicable Google policies and meet the statutory requirements for their shops.

UnitedAds is entitled to exclude individual merchants, products, accounts or data from the White Label CSS if there are indications of violations of laws, Google policies, third-party rights or security requirements.

The Client shall indemnify UnitedAds upon first demand against justified third-party claims arising from the Client or its customers culpably infringing third-party rights, providing unlawful content, violating Google policies, transmitting incorrect product data, using trademarks or logos without sufficient authorisation, making impermissible statements to end customers or violating data protection, competition, trademark or other statutory provisions.

The indemnification also covers reasonable costs of legal defence.

UnitedAds will inform the Client of such claims without undue delay and – insofar as legally and factually possible – give it the opportunity to participate in the legal defence.

UnitedAds strives for a high availability of the White Label CSS.

However, a specific minimum availability or a specific service level is owed only if this has been expressly agreed in writing.

Temporary restrictions may arise in particular from maintenance work, security updates, server failures, data centre outages, internet disruptions, DNS disruptions, third-party providers, Google systems, API outages, cyberattacks or force majeure.

Scheduled maintenance work may be carried out without the Client's consent.

UnitedAds is not obliged to continue technical systems indefinitely in a particular previous form.

UnitedAds is entitled to further develop or adapt the White Label CSS and its technical functions insofar as this is necessary due to technical developments, Google or other platform providers make changes, security requirements so require, statutory or regulatory requirements change, or the Client's essential contractual possibility of use is not unreasonably impaired as a result.

UnitedAds may temporarily block access to the White Label CSS or to individual functions if due invoices have not been paid despite a reminder, there is a justified suspicion of unlawful use, Google policies are violated, security risks exist, systems or access credentials are misused, third-party rights are jeopardised, the infrastructure or other customers are jeopardised, or the Client fails to perform required acts of cooperation.

Where the situation permits, UnitedAds will inform the Client before a suspension and give it the opportunity to remedy the situation.

In the case of urgent security, legal or compliance risks, the suspension may take effect immediately.

The remuneration is set out in the respective offer.

Unless otherwise agreed, one-off setup fees are invoiced after conclusion of the contract or the start of the setup, and recurring fees monthly in advance.

All prices are net, plus statutory VAT.

The setup fee is earned when the setup work begins and is non-refundable once work has begun, provided UnitedAds properly performs the agreed service.

The recurring remuneration is owed regardless of the extent to which the Client or its customers actually use the service provided.

This also applies to merchant accounts that are temporarily not in active use, insofar as they remain part of the agreed CSS infrastructure.

Unless otherwise agreed in the offer, invoices are due without deduction within 14 days of invoicing.

In the event of late payment, the statutory provisions on default apply.

In the event of significant late payment, UnitedAds may suspend further services until outstanding receivables have been settled in full, provided the statutory requirements for this are met.

The Client may only set off counterclaims that are undisputed or have been finally established by a court.

UnitedAds may adjust the recurring charges if costs for hosting, infrastructure, personnel, software, APIs, external service providers or regulatory requirements change significantly.

Price adjustments will be announced at least six weeks before they take effect.

In the event of an increase in the recurring remuneration of more than 10% within twelve months, the Client has the right to terminate the contract extraordinarily with effect from the date on which the increase takes effect.

The contract term is set out in the respective offer.

Unless a different term has been agreed, the contract runs for an indefinite period.

A contract concluded for an indefinite period may be terminated by either party with 30 days' notice.

The right to extraordinary termination for good cause remains unaffected.

Good cause for UnitedAds exists in particular if the Client is in default with material payments despite a reminder, the Client significantly or repeatedly violates Google policies, further cooperation could jeopardise UnitedAds' participation in the CSS programme, the Client or one of its customers offers unlawful services, third-party rights are significantly infringed, or continuation becomes permanently impossible or economically unreasonable due to changes by Google.

Notices of termination must be given at least in text form.

Upon the end of the contract, the Client's right to use the White Label CSS infrastructure ends.

After the end of the contract, UnitedAds is entitled to remove links, deactivate access, switch off White Label presentations, remove domains or subdomains from the infrastructure and remove merchant accounts from the White Label assignment.

The Client is itself responsible for setting up alternative CSS, Merchant Center or advertising structures in good time.

After the end of the contract, UnitedAds does not owe any permanent redirection or continuation of the previous infrastructure.

Support with migration or handover after the end of the contract may be charged separately on a time and effort basis.

UnitedAds performs the agreed services with the care customary in business dealings.

UnitedAds does not warrant that all functions will be available completely free of errors or without interruption at all times.

The Client must report recognisable disruptions without undue delay and as specifically as possible.

UnitedAds shall first be given the opportunity to remedy disruptions, insofar as these fall within its area of responsibility.

Disruptions and restrictions based exclusively on systems or decisions of third parties, in particular Google, hosting providers, telecommunications providers or internet infrastructure, are not deemed a defect in UnitedAds' performance, insofar as UnitedAds is not responsible for them.

UnitedAds is liable without limitation in cases of intent and gross negligence, for culpable injury to life, body or health, under mandatory statutory liability provisions and insofar as a guarantee has been expressly given.

In the event of a slightly negligent breach of essential contractual obligations, UnitedAds is liable only for the damage typically foreseeable at the time the contract was concluded.

Essential contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely.

To the extent permitted by law, liability for a slightly negligent breach of essential contractual obligations is limited in amount to the net remuneration paid by the Client to UnitedAds for the affected White Label CSS contract in the twelve months preceding the event giving rise to the damage.

If the contract term is less than twelve months, the aforementioned amount is replaced by the net remuneration paid up to the event giving rise to the damage.

Otherwise, UnitedAds' liability for slight negligence is excluded.

To the extent permitted by law, UnitedAds is in particular not liable for indirect or consequential damage such as lost profit, lost revenue, lack of advertising success, lost advertising budgets, changes in CPCs, changes in ROAS, loss of rankings or visibility or lost business opportunities, insofar as such damage is not based on an intentional or grossly negligent breach of duty by UnitedAds and no mandatory statutory liability precludes this.

The above limitations of liability apply accordingly in favour of UnitedAds' employees, governing bodies, representatives and vicarious agents.

The Client is itself responsible for maintaining sufficient administrator access of its own to its Google accounts, keeping required access credentials secure, setting up several suitable administrators where this makes sense for its organisation, and backing up its own data and documentation.

UnitedAds is not liable for a loss of access rights that occurs because the Client had only indirect or inherited access rights or had not set up required administrator access, insofar as UnitedAds has not culpably caused the loss.

Both parties undertake to comply with the applicable data protection regulations.

Each party is responsible for the data processing it carries out under its own responsibility.

Insofar as UnitedAds processes personal data exclusively on behalf of the Client and the statutory requirements for processing on behalf are met, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.

The Client is responsible for ensuring that the transfer of personal data to UnitedAds is lawful.

Both parties undertake to treat confidential business and technical information of the other party confidentially and to use it solely for the performance of the contract.

This excludes information that is already publicly known, becomes publicly known without breach of contract, was already lawfully known to the receiving party or must be disclosed due to statutory obligations.

The obligation continues to apply after the end of the contract.

UnitedAds is entitled to engage suitable subcontractors and technical service providers to fulfil the contract.

Within the framework of the statutory provisions, UnitedAds remains responsible for the proper performance of its own contractual obligations.

Neither party is liable for delays or failures of performance based on events beyond its reasonable control.

These include in particular natural disasters, war, terrorism, official measures, strikes, power outages, significant internet disruptions, failures of central data centres, cyberattacks despite appropriate security measures or widespread disruptions of third-party platforms.

The affected party will inform the other party of significant disruptions as soon as reasonably possible.

UnitedAds may amend these Terms if there is an objective reason for doing so, in particular in the event of changes in the legal situation, changes to the Google CSS programme, changes to technical requirements or changes to the services offered.

Changes will be notified to the Client in text form at least six weeks before they take effect.

Insofar as a change materially alters the contractual balance to the detriment of the Client, the Client is granted an extraordinary right of termination with effect from the date on which the change takes effect.

UnitedAds is entitled to transfer the contract to a company affiliated with UnitedAds or to a legal successor in the course of a corporate restructuring, the sale of a business unit or the transfer of the CSS business operations, provided that the legitimate interests of the Client are not unreasonably impaired as a result.

UnitedAds may only use the Client's name and logo publicly as a customer reference if the Client has expressly consented to this.

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.

If the Client is a merchant, a legal entity under public law or a special fund under public law, München is – to the extent permitted by law – the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship.

To the extent permitted by law, the place of performance is the registered office of UnitedAds.

For reasons of proof, side agreements, amendments and supplements to the contract should be made at least in text form, unless a stricter form is prescribed by law.

Should any provision of the contract or of these Terms be or become invalid in whole or in part, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provisions.