Terms and Conditions
As of: January 2025
Splicky GmbH, Körtestraße 10, 10967 Berlin (in the following ”Splicky”) is operating an online platform under www.splicky.com (in the following “Splicky”), which aids the customer in the purchase and the placement of advertising space on the market by connecting him with the publishers. Splicky is a platform for the mobile channel with proprietary real time advertising (RTA) technology, which enables the customer to provide or manage targeted and effective advertising campaigns in real time with complete transparency across different media.
1.1. Object of these terms and conditions is the use of the platform Splicky by the customer himself or by employees of Splicky for the customer to bid on available advertising spaces in various media genres via ad exchanges, so called supply side platforms (“SSP”). Splicky here functions merely as so called demand side platform (“DSP”), which enables the simultaneous access to various SSPs and supports the bidding process with own information.
1.2. These terms and conditions apply exclusively. We hereby expressly contradict counter confirmations of the contract partner referring to his own business conditions. Deviations from these terms and conditions or business conditions of the contract partner are only valid insofar as Splicky has expressly confirmed this in writing.
1.3. Splicky can make the contract conclusion with the customer dependent on the providing of a security for the protection from damages from possible violations of the customer against the provisions of these general terms and conditions, especially those according to Numbers 3.1., 4 and 5. The parties agree on the detailed circumstances of this security in a separate contract.
The following terms have the definition given here in the total agreement insofar as nothing else is expressly stated:
2.1. “Ad exchange(s)” designates contents which a customer has licenced or produced or for which he has other rights to the ad and the purpose of which is the sales promotion or marketing, and which contain text, rich media contents, photos, news, information, data, tags, graphics, videos, audio contents, underlying code, other material or a combination of these but are not limited to these, and which are intended to be provided on the website of a publisher or be exchanged over it.
2.2. “Customer” designates a natural or legal person with whom Splicky is concluding the contract about the services named here as well as “advertisers”, “advertising agencies” or “agencies” or other representatives, staff or other parties who are authorised to act in the name of this natural or legal person.
2.3. “Business times” mean Monday to Friday from 9 a.m. to 6 p.m. Central European Time except public holidays in Germany and Berlin.
2.4. “Digital media inventory / digital media“ designate the digital advertising surfaces which are purchased via Splicky from the ad exchanges.
2.5. “Personal data” designates all information which relates to an identified or identifiable natural person; a natural person is deemed as identifiable who can be identified directly or indirectly especially by way of allocation to a label such as a name, an identification number, location data, online identification or to one or several special features which are expression of the physical, physiological, genetic, psychic, economic, cultural or social identity of this natural person.
2.6. “Offer” designates the process by which a customer offers to purchase digital media inventories for the placement of advertisements via the service.
3.1. The customer must not disturb or try to disturb the operation of the platform in any way and by no means or devices including but not restricted to spamming, hacking, uploading of computer viruses or other malware as well as the modes of behaviour described in the following.
3.2. Solely the customer is authorised to use the user account. The customer will carry out all reasonable endeavours to prevent unauthorised access to the platform including the safekeeping of the access data of his user account. The customer is bound to inform Splicky without delay if any unauthorised use of the access data or an unauthorised access to the account of the customer has taken place or there is a corresponding suspicion. The customer alone is responsible for the use of the user account.
3.3. The customer is responsible himself for the creation of regular backup copies of his data. For this Splicky provides an export function in Splicky. Splicky secures the customer data in addition to the recovery of the availability in the case of a severe system failure.
3.4. The customer has to give truthful and complete information as requested on the registration form for the registration data and update this information in case of changes. The customer is responsible for the safeguarding of the confidentiality of the access data and has to inform Splicky without delay if any unauthorised use of the access data or an unauthorised access to the customer account is assumed or ascertained. Splicky reserves the right to deactivate the customer account in short term if there is sufficient suspicion that his interests are endangered due to wrong information in registration or unauthorised use of the access data by third parties.
3.5. Insofar as is not expressly mentioned, the website or the services are not to be used for other than the commercial or private purposes described in this contract.
4.1. The customer decides himself about the choice of the advertisements as well as their placement. Splicky does not check in how far the campaign planned by the customer corresponds to his intended advertising purposes and how it is reasonable and suitable for this. The customer is solely responsible for the technical quality and content-related design of the delivered advertisements.
4.2. The customer is responsible for and guarantees that his use of Splicky and the advertisements via it are not illegal and all valid national, European and international legal requirements are observed at any time. The customer especially ensures that
- all guidelines of competition law regarding advertising measures are fulfilled and are especially not misleading or unfair for other reasons,
- advertisements are clearly recognisable as such and can be recognised as separate from other information of the fade in connection,
- advertisements do not violate existing copyrights, patents, brands, trade secrets or other rights to intellectual property of third parties in any way,
- the advertisements of his campaigns do not contain any political, obscene, discriminating, defamatory, illegal, deceptive, gambling connected, violence glorifying or hate filled contents or topics and
- the advertisements are free of any viruses, Trojans, worms, deactivating, locking out or other malicious or defective code.
The customer is responsible for gaining his own information about the statutory provisions valid for his respective advertising measures and to obtain legal advice with any uncertainties about the extent of his duties. He will inform Splicky without delay if he detects any evidence that advertisements he has made available violate this Number 4.2.
4.3. The customer releases Splicky from any claims of third parties in connection with violations according to the legal regulations according to Number 4.2. and is bound to replace all disadvantages and damages arising to Splicky in this connection in this scope.
4.4. Splicky has the right but not the obligation to check provided advertisements for observation of the statutory provisions as well as the provisions for these terms and conditions. Splicky is entitled to reject advertisements of the customer and whether there is sufficient evidence that they violate the provisions from Number 4.2. or their placement would mean economic disadvantages for Splicky or an impairment of the reputation/goodwill. This also applies to advertising materials already placed.
4.5. Splicky immediately informs the customer giving the reasons when operating according to Number 4.4.
4.6. The customer can make a new or changed advertisement to Splicky available which corresponds to the requirements according to Number 4.2. Any delays and costs arising due to this are borne by the customer.
4.7. The obligation of the customer to pay the remuneration agreed on remains unaffected by the execution of measures according to this Number 4.4.
5.1. The customer is bound to observe those regulations of the directives, conditions and guidelines of the publishers used in the scope of Splicky and SSPs regarding requirements of the design of the advertisements. Splicky makes the respective directives, conditions and guidelines available to the customer on request. These can also be provided in English.
5.2. Insofar as the advertisements violate the directives, conditions and guidelines of the publishers and exchanges used, the regulations from Numbers 4.4. to 4.7. apply respectively.
5.3. The customer releases Splicky from all claims asserted by exchanges or publishers against Splicky due to unlawful use of the service.
5.4. The customer releases Splicky from any claims of third parties in connection with violations according to the legal regulations according to this Number 5. and is bound to replace all disadvantages and damages occurring to Splicky to this extent in this connection.
5.5. These terms and conditions are secondarily applicable regarding the requirements of the design of advertisements with objections to directives, conditions and guidelines of the SSPs or publishers.
6.1. The customer is bound to pay a contractual penalty for every culpable contravention against the regulations from Numbers 4 and 5, the amount of which Splicky has to fix at a reasonable discretion in the individual case and can be checked by the responsible court. In this case, the report of a violating advertisement counts as individual case with each specific publisher.
6.2. In the case of a security according to Number 1.3. due contractual penalties are deducted from it when the contractual relationship has ended.
6.3. Paid contractual penalties are counted onto any compensation claims regarding the same violation.
7.1. Splicky grants the customer an access to its platform according to these terms and conditions and allows the use. Further, a technical support for the services is made available during business hours.
7.2. Splicky supports the bidding process by the customer through information especially aggregated or collected from third parties about the advertising spaces, the users addressed or other circumstances of the advertising placements.
7.3. Splicky does not guarantee that the type or quantity of the advertising materials are available corresponding to the offer parameters or requirements of the customer in the advertising market places or that the offer of the customer will be successful.
7.4. The exact circumstances of placing advertisements with the publishers arise from the contracts concluded in the scope of the bidding process. Splicky is not responsible for their contents and implementation.
7.5. Splicky will monitor its platform with regard to the operation and functionality of the Services and will regularly carry out maintenance work that will enable Splicky to carry out forward-looking capacity planning for the Services.
8.1. The customer does not obtain any user rights to the platform or claims to its transfer or source code. The customer is merely entitled to use the platform to the extent and the duration of the contract.
8.2. The customer is not entitled to download, store, reproduce or process the platform. He is especially not entitled to examine its operating principle in the method of the so called reverse engineering, to decompile it, dismantle the components and/or use it as basis for the creation of his own software programmes. The customer is also not entitled to carry out technical stress and/or penetration tests of the systems of Splicky without agreement with Splicky.
8.3. Insofar as the platform contains software or other protectable contents of third parties, the respective conditions of use of the third parties apply to its use. Splicky does not grant the customer any further rights.
8.4. Herewith the customer grants Splicky a licence limited to the duration of the contract – a non-exclusive, cost-free, completely sublicensable and transferrable, irrevocable, worldwide licence to use the contents provided as advertisements for the contract fulfilment. This licence is granted for the purpose of the provision of the service for the customer and only in the scope of this agreement. The use of the advertisements also includes the general reporting, including the drawing up of statistics and case studies which can be made available to the existing and potential customers (A), on the planning and optimisation of contents and advertising with all exchanges (B) or if a legal judgement, law or a public authority demands this (C).
11.1. Splicky guarantees the accessibility of the platform in its area of responsibility of 98% in monthly average. The accessibility is ascertained by third party service providers. Availability is guaranteed if Splicky can be called up on the server.
11.2. Splicky informs the customer at least one working day in advance about planned maintenance and service work if the availability of the platform is impeded or totally discontinued (scheduled downtime). Splicky carries out maintenance and service work insofar as is possible in times of low utilisation. The right of Splicky to carry out suitable measures for the defence of concrete dangers for the safety and integrity of the systems at any time including without notice remains untouched.
- For the calculation of the availability the following circumstances were not considered: failures due to the faulty use of the platform by the customer
- Further reasons in the area of responsibility of the customer (especially problems with the used computer, network and internet access)
- Reasons lying in the area of responsibility of third parties (especially external ad servers, tracking service providers or data suppliers)
- Failures on account of force majeure according to the definition in this contract
11.3. The customer informs Splicky in the case of unexpectedly occurring problems in using the platform. Splicky is available within business times. Splicky will evaluate the severity of the malfunction and the necessary expense in the scope of their problem solution process and initiate suitable measures for its elimination. The customer will be informed about the planned measures to eliminate the malfunction within one working day.
11.4. Insofar as the advertisements placed by the customer are directly made available from Splicky to the publishers, Splicky guarantees an availability of the required information of 99.8 % in the monthly average. The publisher is solely responsible for the availability of the actually placed advertisement.
No party is liable due to failure or delay in fulfilling their obligations from this contract on the basis of telecommunication, internet or network failure or interruption, the results of computer hacking, force majeure, fire, storms, war, government measures, working conditions, earthquakes, natural catastrophes or other causes which are outside the reasonable control of the company.
13.1. The remuneration owed for the use of Splicky can be based on the size or the success of the advertisements placed via Splicky. The exact type of the calculation ensues from the offer.
13.2. There is a payment obligation for all advertisements placed via Splicky. The payment obligation does not depend on the availability of advertising material or the success of the offer of the customer.
13.3. The payment owed for the placement of advertising banners via Splicky is due in advance, thus the customer is insofar obliged to pay in advance. The customer can only make use of the services of Splicky if he has a sufficient credit in his user account.
13.4. The owed payment is deducted from the existing credit in using the services of Splicky. If the owed payment exceeds the existing credit, the customer has a liability to pay an additional amount. Further services can only be made use of with positive balance.
13.5. The customer can carry out credit by transfer with aid of an electronic payment method, so called payloads. Other possibilities of payment can be done on request. All amounts are calculated in the currency chosen by the customer during the payment process (not possible with every payment service and not guaranteed by Splicky) and debited from their payment service account.
13.6. Every payment going beyond this is illegal and is refused by Splicky. Any occurring costs are borne by the customer.
13.7. In case the payment and registration information is not correct, up to date or complete, we can block or terminate the account and withhold any use of our services. Splicky does not take on any liability for information which was deleted because the payment method was invalid or there is another blocking or termination or rejection of the account or the use of the services on the website.
13.8. All prices are net prices plus VAT insofar as this is not expressly stated otherwise.
13.9. If the customer demands his credit or parts of it to be paid back, Splicky charges a service fee of 50 euro per case.
Splicky reserves the right to delete or deactivate and cancel user accounts which have been inactive for a period of twenty-four (24) months or longer. “Inactive” means that there has been no log in on the website within a period of 24 months. Splicky will contact the customer 30 days before the expiry of the 24 month deadline after the last log in on the website over one of the contact methods which were given with the registration and opening of the account, and inform him about the impending closing or deletion of the account after further 30 days via one of the contact channels and inform about the impending closure or deletion of the account after another 30 days.. Any possible account credit is retained without replacement.
16.1. The following regulations for the liability of Splicky apply to all compensation or other replacement claims of the customer in lieu of them from or in connection with the execution of this contract and cases of liability independent of which legal basis they are on (e.g. guarantee, default, impossibility, any violation of duty, hindrances to performance, unlawful act, etc.) except for claims of the customer:
- due to damages from the violation of life, body or health
- with a fraudulent concealing of a defect by Splicky or due to lack of a quality for which Splicky has taken over a guarantee
- which rest on an intentional or grossly negligent behaviour of Splicky or its organs or senior executives as well as
- according to the product liability law.
The legal regulation applies to these exceptions.
16.2. Splicky and its vicarious agents are liable for negligently caused property damage and financial losses only with the violation of a material obligation, i.e. a duty the fulfilling of which makes a proper execution of the contract at all possible and the observation of which the customer can regularly trust to, however limited to the replacement of the damage which is typical and foreseeable at the conclusion of contract.
16.3. With the violation of a material obligation according to Number 16.2. a damage up to max.. 50.000,00 Euros is foreseeable.
16.4. Apart from this the liability of Splicky for slight or ordinary negligence is excluded.
16.5. The strict liability of Splicky with rental law and similar user relationships for faults already present at contract conclusion is expressly excluded.
16.6. In case of the data loss, Splicky is liable merely for the damage which would also have occurred in observing the backup obligation of the customer according to Number 3.3.
16.7. Splicky is not liable for disturbances within the network (internet) which are not its fault.
17.1. The contract is concluded for an indefinite time and can be terminated by both parties with a deadline of 30 days.
17.2. The right of both parties to extraordinary termination for an important reason remains unaffected. It is an important reason for Splicky if
- The customer has culpably violated material obligations from this contract, especially misuses Splicky or uses Splicky infringing against Numbers 3.1., 4 and 5,
- The customer is in default with the payment of the remuneration or a considerable part of the remuneration either for two months following after each other or in a longer period than two months with the payment of the remuneration to the amount of at least two monthly payments.
18.1. In terminating this agreement, each party immediately automatically revokes the revocable licence(s) of the other contractual party. The services which continue to exist due to their nature can be called up beyond this even when a termination has ensued.
18.2. The customer is responsible for the archiving or securing of the contents, data and information after the termination of the services. Insofar as is not otherwise agreed to in writing, no copy of the contents or data is sent but means and functionalities made available to give back, destroy or download the contents or data as well as the confidential information.
18.3. If the customer account or the services are terminated within 48 hours, Splicky will delete or anonymise all data and markers remaining on the website servers which allow an identification of the customer
18.4. For the case that the customer terminates the contract and at the time of the termination has not violated any herein contained agreement, provision, condition, binding commitment or obligation, Splicky has to pay back money to the customer which the customer has paid and which is unused at the time of the termination of the contract and subtracted the service fees in clause 13.9.
19.1. We have the right at any time to update the performances and services on the website. We reserve the right to carry out such changes with immediate effect to retain the safety and integrity of the website or the access data of the users.
19.2. We will from time to time carry out maintenance work on the website and the services which can lead to interrupted services, delays or faults on the website or with the services. Each change is effective when it is published on the website.
If individual or several provisions of these terms and conditions should be or become void, thus the effectiveness of all other provisions or agreements are not affected in case of doubt.
22.1. Exclusive venue is Berlin. German law applies excluding the provisions about the international private law.
22.2. Changes or supplements to these terms and conditions (including this provision) as well as ancillary agreements are required in writing.
22.3 In the event of contradictions between the English and German versions of these General Terms and Conditions, the German version shall prevail.