Terms & Conditions for Media + (Tech-)Consulting
PIA Media GmbH, PIA Media MUC GmbH and PIA Media DUS GmbH
in business dealings with entrepreneurs September 2026

These General Terms and Conditions are provided in both German and English. In the event of any inconsistency, ambiguity or conflict between the German and the English version, the German version shall prevail.

1. Scope of Application / General

1.1 These General Terms and Conditions (“GTC”) apply to all contracts relating to media, technology and consulting services of the

– PIA Media GmbH,

– PIA Media MUC GmbH and

– PIA Media DUS GmbH,

– hereinafter referred to individually and collectively as “PIA Media” –

exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. (i) natural or legal persons or partnerships with legal capacity who use our services for commercial or professional use and (ii) to persons under public law and special funds under public law.

1.2 These GTC shall apply exclusively to the business relationship with our contractual partners – hereinafter referred to as “Client” – including information and advice.

Deviating General Terms and Conditions of the Client shall only apply if and to the extent that we expressly acknowledge them in writing; otherwise, they will be rejected. In particular, our silence on such deviating general terms and conditions shall not be deemed to be an acknowledgment or consent, even in the case of future contracts.

Our General Terms and Conditions shall apply instead of any General Terms and Conditions of the Client, in particular the Terms and Conditions of Purchase (EKB) of the Client, even if according to these Terms and Conditions the acceptance of the order is provided for as unconditional acceptance of the Terms and Conditions of Purchase, or if we perform after the Client has pointed out the validity of its Terms and Conditions, unless we have expressly waived the validity of our GTC vis-à-vis the Client. The exclusion of the Client’s General Terms and Conditions shall also apply if the General Terms and Conditions do not contain a separate provision on individual provisions of our GTC, or our GTC do not contain any provisions on provisions contained in the Client’s General Terms and Conditions.

1.3 By accepting our order confirmation or the contractual service, the Client expressly acknowledges that it waives its legal objection derived from the Terms and Conditions of Purchase that our GTC do not apply.

1.4 If framework agreements or other contracts have been concluded with our client, these shall take precedence. Unless more specific provisions have been made, they are supplemented by these GTC.

1.5 Insofar as claims for damages are referred to in the following, this also refers in the same way to claims for reimbursement of expenses within the meaning of Section 284 of the German Civil Code.

2. Information / Actions of the Client / Advertising Material / Processing Rights / Data Protectionz

2.1 Information and explanations regarding our services by us are provided exclusively on the basis of our previous experience. They do not constitute any property agreements or warranties with respect to our services.

2.2 We shall not assume any liability for the usability of our services for the purpose envisaged by the Client outside of the statutory mandatory liability, unless we have expressly agreed otherwise with the Client.

2.3 The Client is obligated to provide us with all information, data and in particular advertising material required for the provision of services in a timely and complete manner as a duty to cooperate and to fulfil all actions from its sphere in a timely manner and free of charge, so that we can provide our services in accordance with the contract. In particular, the Client must inform us immediately of all circumstances relevant to the proper performance of the services and ensure an appropriate working environment, technical infrastructure and compliance with occupational health and safety requirements. In particular, the Client guarantees that the advertising material provided by it is suitable for the proper performance of the services and, in particular, that it complies with the agreed technical requirements and formats. The Client is further obligated to identify as such any information, data, and advertising materials that have been created or edited in whole or in part using artificial intelligence (“AI”) when providing them to us. The designation referred to in sentence 4 does not relieve the Client of its obligation to independently review the content and technical accuracy of all information, data, and advertising materials it provides to ensure their correctness, completeness, and legal compliance. Section 10 remains unaffected by this provision.

2.4 We are not obliged to retain advertising material provided by the Client after termination of the contract, unless there are statutory retention obligations. Furthermore, we are not obliged to return advertising material provided by the client to the client.

2.5 In the event that advertising material provided by the Client is not suitable for the proper performance of our service according to objective criteria (e.g. because it does not meet the agreed technical requirements and formats), we are entitled, but not obliged, to process the advertising material provided by the Client for the proper performance of our service. With regard to advertising materials that are not recognizable as such due to their design, we are entitled, but not obliged, to label the advertising material as advertising. Such processing services, which are not part of the agreed scope of services and are attributable to a culpable breach of the Client’s duty to cooperate, shall be carried out on the basis of our generally valid general price lists for such services on our part in the absence of a different agreement and shall be paid by the Client accordingly in addition to the agreed remuneration.

2.6 We process personal data of the Client and its employees exclusively within the framework of the statutory provisions, in particular the General Data Protection Regulation (“GDPR”) and the Federal Data Protection Act (“BDSG”). Details are regulated by a separate data protection agreement, insofar as this is to be concluded in accordance with relevant data protection regulations.

3. Object of performance (scope of services) / warranty/ acceptance

3.1 We provide our services as services within the meaning of § 611 BGB, unless expressly agreed otherwise. These include Media services and (Tech) Consulting, Audits & Assessments.

Media services include, in particular:

• Social Media
• Search (SEA)
• Retail Media
• YouTube & Video
• Affiliate Marketing
• Core & Technical SEO
• Display, Native & Mobile Ads
• Programmatic TV, Cinema & Audio
• OOH / DOOH (Out-of-Home / Digital Out-of-Home)
• Direct Marketing
• High Engagement Ads
• App Performance

(Tech) Consulting, Audits & Assessments include, in particular:

• Implementation & 1st level support (e.g. tag management, analytics, consent management, cloud, CRM, CDP, CDH*)
• Trainings & Workshops
• Advanced Analytics (e.g. Value Predictions, Churn Predictions, Media Mix Modelling)
• Dashboarding & Reporting
• Tech Reselling (e.g. GMP, CMP, Cloud, Dashboarding)
• (Web) Development
• Marketing automation (e.g. campaign optimization, ad optimization)
• Gen-AI & ML Solutions
• Product Feed Optimization
• PIA Media Customer Portal

*GMP = Google Marketing Platform, CRM = Customer Relationship Management, CDP = Customer Data Platform, CDH = Customer Data Hub

The assumption of operator responsibility is not part of the contract. A performance success is not owed. The object of performance is exclusively the effort on our part in the form of a performance within the meaning of § 611 BGB.

3.2 The type, scope, schedule and quality requirements of the services result from the respective individual contract and, if applicable, a written description of the services. Insofar as software components, dashboards, frontends or other digital services are integrated or made available as part of the services, PIA Media assumes no guarantee and no strict liability for their uninterrupted accessibility, specific response times or a guaranteed uptime. We assume no liability for restrictions on accessibility, in particular due to technical faults, maintenance work, force majeure, third-party negligence or other circumstances beyond our control. Accessibility and any support services are provided exclusively during normal business hours and in accordance with “the best of our knowledge and belief”, i.e. according to professional diligence and within the scope of PIA Media’s economic and organisational possibilities. There is no guaranteed availability or support outside of working days (especially on weekends or holidays). In all other respects, the provisions on limitations of liability pursuant to No. 9 of these T&Cs.

3.3 Insofar as the Client agrees with us on a target for a certain period of time with regard to the number of page impressions/clicks, we do not owe the achievement of this target as a success, but undertake to provide the services to the best of our knowledge and professional diligence (in the sense of a service contract in accordance with § 611 BGB), so that the achievement of the target figure is strived for, but not guaranteed. The provision of a certain number of page impressions/clicks is expressly not owed. A reduction in remuneration can only be considered if we have not demonstrably made the efforts owed.

3.4 We are entitled to use subcontractors to fulfil our obligations, provided that this does not unreasonably impair the interests of the Client (e.g. due to the subcontractor’s lack of qualifications).

3.5 A strict warranty shall only be deemed to have been assumed by us if we have described a characteristic and/or a performance success as “legally guaranteed” in writing.

3.6 If, in the case of a work service, an acceptance of our service has to take place, this must be carried out immediately on the agreed acceptance date, alternatively after we have reported that we are ready for acceptance. The Client may not refuse acceptance in the event of a non-material defect, i.e. one that does not affect the functionality of the work.

4. Conclusion of Contract

4.1 Our offers are subject to change, unless they are expressly marked as binding or contain expressly binding promises or otherwise the binding nature has been expressly agreed with the Client. They are invitations to orders by the customer and not a binding offer on our part.

The Client is bound to his order as a contract application 14 calendar days – in the case of electronic orders 5 working days (in each case at our headquarters) – after receipt of the order by us, unless the Client regularly has to expect a later acceptance by us (§ 147 BGB). This also applies to repeat orders by the client.

4.2 A contract is only concluded – even in the course of business – when we confirm the Client’s order in writing or in text form (i.e. also by fax or e-mail) by means of an order confirmation.

The order confirmation is only valid on the condition that outstanding payment arrears of the Client are settled and that an immediate credit check of the Client carried out by us or on our behalf remains without negative information.

In the event of performance within the binding period of the Client subject to the offer, our order confirmation may be replaced by our service, whereby the provision of the service is decisive.

4.3 The Client must inform us in writing or in text form of any special requirements for our services in good time before the conclusion of the contract. However, such notices do not extend our contractual obligations and liability.

5. Performance dates and deadlines

5.1 Binding performance dates and/or deadlines must be expressly agreed. In the case of non-binding or approximate (approx., about, etc.) performance dates and deadlines, we make every effort to comply with them to the best of our ability.

5.2 Performance dates or performance periods shall commence with the receipt of our order confirmation by the Client, in the absence of such 10 working days at our headquarters after receipt of the Client’s order by us and acceptance of the same by us, but not before all details of the execution of the order have been clarified and all other requirements to be fulfilled by the Client have been met, in particular agreed down payments or securities and necessary have been fully performed.

5.3 If we are in default of performance, the Client must first set us a reasonable grace period of at least 14 calendar days for performance. If this expires without success, claims for damages for breach of duty – regardless of the reason – exist only in accordance with the provision in No.  9.

6. Force majeure / advance payments by subcontractors (in particular publishers)

6.1 If events of force majeure occur (i.e. extraordinary, external, externally caused, unforeseeable and unavoidable events) occur or if we receive any services from our subcontractors (in particular publishers) for reasons for which we are not responsible for the provision of our owed contractual services, despite proper and sufficient coverage before conclusion of the contract with the Client in accordance with the If the quantity and quality of our supply or service agreement with the Client (congruent covering) is not, correctly or not in time, we will inform the Client immediately in writing or in text form. In this case, we are entitled to withdraw from the contract in whole or in part in order to postpone the duration of the disability and/or in the event of events of not inconsiderable duration (i.e. with a duration of more than 14 calendar days) due to the part of the contract that has not yet been fulfilled, insofar as we have complied with our obligation to provide information above and have not assumed a performance guarantee. Under the same conditions, force majeure includes strikes, lockouts, official interventions, shortages of energy and raw materials, epidemics and/or pandemics, war (at home and/or abroad), general curfews and/or contact bans, as well as operational obstructions through no fault of our own – e.g. due to fire, water and engine damage – and all other obstructions which, from an objective point of view, have not been culpably caused by us and are of no consequence to us at conclusion of the contract. With the above freedom of performance, the obligation on our part to pay damages, reimbursement of expenses, penalties (in particular contractual penalties and/or lump sums for damages) also ceases to apply.

6.2 If a performance date or a performance period has been bindingly agreed and is cancelled due to events pursuant to No. 6.1 If the agreed date or deadline has been exceeded, the Client shall be entitled to withdraw from the contract after the fruitless expiry of a grace period of 14 calendar days on account of the part that has not yet been fulfilled. Further claims by the Client, in particular those for damages, are excluded in this case.

6.3 The above provision in accordance with No. 6.2 shall apply mutatis mutandis if the following provisions are derived from the provisions set out in No. 6.1, even without a contractual agreement on a fixed performance date or a fixed performance period, it is objectively unreasonable for the Client to continue to adhere to the contract.

7. Notice of defects / breach of duty in the form of poor performance 

7.1 Recognizable defects in our service must be reported to us by the Client immediately, but no later than 12 calendar days after the performance of the service, in writing or in text form. A complaint that is not submitted in due time or form excludes any claim by the client for breach of duty due to recognisable poor performance. This does not apply in the event of intentional, grossly negligent or fraudulent action on our part or our vicarious agents, in the event of injury to body, life or health or the assumption of a guarantee or other legally binding liability.

7.2 The recognition of a performance in breach of duty by us always requires an express declaration of acknowledgment on our part.

8. Remuneration / Terms of Payment / Objection of Uncertainty

8.1 The remuneration is determined in a separate part of the contract (offer / order confirmation). Unless otherwise expressly agreed, all remuneration is to be understood in EURO net cash (= without any deduction).

8.2 Payment methods other than bank transfer require a separate, explicit agreement between us and the Client.

8.3 Unless otherwise agreed, services that are not part of the agreed scope of services will be carried out on the basis of our generally valid general price lists for such services.

8.4 We are entitled to adjust the agreed remuneration if the costs relevant to the provision of services (in particular personnel, technology or third-party costs) increase significantly after the conclusion of the contract and this cost increase directly or indirectly affects our contractual services.

An adjustment is permissible for the first time after 12 months have elapsed since the conclusion of the contract and only if the verifiable total costs have increased by more than 5%. The adjustment is limited to a maximum of 10% of the originally or last agreed remuneration per adjustment period (i.e. 12 months since the last adjustment). An increase in the aforementioned sense is excluded to the extent that the cost increase in one or all of the aforementioned factors is offset by a cost reduction in other of the aforementioned factors with regard to the total cost burden for the delivery (netting)

Cost reductions are to be passed on in appropriate application. The Client shall be informed of any adjustment in text form at least four weeks before it takes effect.

8.5 Unless otherwise agreed, invoices are due for payment within 14 calendar days of receipt without deduction.

8.6 Upon the occurrence of default of payment, default interest in the amount of 9% above the base interest rate applicable at the time of maturity of the payment claim (§ 247 BGB) will be charged. The right to assert any further damage is reserved.

8.7 In the case of an agreed transfer, the date of payment shall be deemed to be the date of receipt of the money by us or the date of crediting to our account or to the account of the paying agent specified by us.

8.8 If the Client does not comply with payment terms or if we become aware of or become aware of circumstances which, in our dutiful commercial discretion, give rise to reasonable doubts as to the creditworthiness of the Client, including those facts that already existed at the time of conclusion of the contract but were not or should not have been known to us, we shall be entitled, without prejudice to further statutory rights, in these cases to cease further work on current orders and to demand advance payments or the provision of a bank guarantee from a German credit institution affiliated with the Deposit Protection Fund for outstanding services and, after the unsuccessful expiry of a reasonable grace period for the provision of such collateral – without prejudice to further statutory rights – shall be released from the contract with regard to the not yet fulfilled part. The Client is obliged to compensate us for all damages resulting from the non-performance of the contract.

8.9 The Client shall only have a right of retention or set-off with regard to counterclaims that have not been disputed or have been legally established. This applies mutatis mutandis if the counterclaim submitted for set-off is in synallagma (i.e. in the reciprocal relationship of two services in the contract concluded with us) with our claim and concerns the violation of a main performance obligation by us.

8.10 A right of retention may only be exercised by the Client to the extent that its counterclaim is based on the same contractual relationship.

8.11 Incoming payments from the Client shall be used first to repay the costs, then the interest and finally the principal claims according to their age.

A contrary determination of the client in the payment is irrelevant.

8.12 The timeliness of the payment, regardless of the method by which it is made, shall be determined solely on the date of the booking on our account.

9. Disclaimer/Limitation of Liability

9.1 Subject to the following exceptions, we shall not be liable, in particular not for claims by the Client for damages or reimbursement of expenses – regardless of the legal basis – in the event of breach of obligations arising from the contractual relationship.

9.2 The above exclusion of liability pursuant to No. 9.1 does not apply:

• for one’s own intentional or grossly negligent breach of duty and intentional or grossly negligent breach of duty by legal representatives or vicarious agents;
• for the breach of material contractual obligations; “Material contractual obligations” are those whose fulfilment characterises the contract and on which the Client may rely.
• in the event of injury to body, life and health, also by legal representatives or vicarious agents;
• insofar as we have assumed the guarantee for the existence of a performance success or a procurement risk in accordance with § 276 BGB;
• in the case of legally mandatory liability.

9.3In the event that we or our vicarious agents are only guilty of slight negligence and no case of the above No. 9.2, where 1, 3, 4, 5 indent applies, our liability is limited to a maximum of EUR 100,000,– per claim and EUR 200,000 in total per contract year.

Any further liability is excluded.

9.4. The exclusions or limitations of liability in accordance with the above para. 9.1 to 9.3 and No. 9.5 shall apply to the same extent for the benefit of our executive bodies, our executive and non-executive employees and other vicarious agents as well as our subcontractors.

9.5 Claims by the Client for damages arising from this contractual relationship may only be asserted within a limitation period of one year from the statutory commencement of the limitation period. This does not apply if we or our vicarious agents are guilty of intent or gross negligence, in the case of slight negligence, if we have violated a material contractual obligation and in the case of claims for injury to body, life or health, as well as in the case of a claim based on a tortious act or an express guarantee assumed or the assumption of a procurement risk according to § 276 BGB,  or in the event that a longer limitation period applies by law.

9.6 A reversal of the burden of proof is not associated with the above provisions.

10. Provided information, data and in particular advertising material / right of use to provided information, data and in particular advertising material / indemnification/ interruption of the service

10.1 The Client guarantees that all information, data and in particular advertising material provided by it do not violate applicable law and property rights of third parties.

10.2 Insofar as the information, data and in particular advertising material provided by the Client are protected by copyrights or other property rights of the Client, the Client grants us the irrevocable, transferable, temporally and locally unlimited right to use the information, data and in particular advertising material provided free of charge in all known and unknown types of use, in particular to reproduce, distribute,  as well as to modify and edit.

10.3 If the Client culpably violates the above No. 10.1, he indemnifies us with regard to all damages, costs and expenses (with regard to costs and expenses, insofar as they are customary, reasonable and proven). The objection of contributory negligence (§ 254 BGB) remains unaffected.

10.4 In the event that there are objective indications that the information, data and, in particular, advertising material provided by the Client violate applicable law and property rights of third parties (e.g. because we are sued by a third party for an infringement of such rights), we are entitled – provided that we inform the Client of this without delay – to suspend the provision of the service owed by us for the duration of the aforementioned suspicion. In this case, the Client shall, at its own expense and at its discretion, either procure for us the necessary right of use to the infringed rights or provide information, data and, in particular, advertising material that does not violate applicable law and does not violate the property rights of third parties.

11. Copyright and rights of use

11.1 Upon proper fulfilment of its contractual obligations, the Client shall be entitled to use our services in accordance with the contract.

11.2 All copyrights, patents or other industrial property rights of our services remain with us, unless expressly agreed otherwise.

11.3 Insofar as we create inventions that are eligible for intellectual property rights in the course of the performance of the contract, we shall grant the client a non-exclusive and non-transferable right of use on economically preferential terms. The Client’s right to receive all rights subject to the invention in the event that the achievement of the invention is a main contractual obligation on our part remains unaffected.

12. Confidentiality/ Data Protection

12.1 The Parties undertake to maintain the secrecy of such facts, documents and knowledge which come to their knowledge in the course of conducting the business relationship and which contain technical, financial, business or market-related information, provided that the respective other party describes the respective information as requiring confidentiality or has a manifest interest in its secrecy (hereinafter collectively Confidential Information). The Parties shall use the Confidential Information exclusively for the purpose of the contractual implementation and execution of the contractual relationship as well as the individual contracts based thereon.

12.2 The disclosure of confidential information to third parties requires the express and prior written consent of the Agency.

12.3 The duty of confidentiality pursuant to the above No. 12.1 does not exist if the respective confidential information can be demonstrated:

1. is or becomes generally known without the other party’s involvement, or
2. was already known to the other party or is made known by a third party entitled to pass it on, or
3. is developed by the other party without the intervention of the Agency and without the use of other information or knowledge obtained through the contractual contact, or
4. must be disclosed due to mandatory legal provisions or court or official orders.

12.4 The Parties shall process personal data in compliance with the applicable provisions on data protection, in particular Regulation (EU) 2016/679 (General Data Protection Regulation).

12.5 With regard to the Client’s personal data, we will comply with the relevant statutory data protection provisions. We collect, store, process and use personal data of the Client if, to the extent and for as long as this is necessary for the establishment, performance or termination of the contract with the Client. Further collection, storage, processing and use of personal data of the Client shall only take place if this is required or permitted by a legal provision, or if the Client has consented. The Client is aware that in order to carry out pre-contractual measures and fulfil the contract with the Client, the collection, processing and use of the contact details of the Client’s contact persons (name, e-mail addresses, etc.) on the basis of Art. 6 (1) (b) GDPR is necessary. In particular, we are entitled to transmit the data to third parties if and to the extent that this is necessary for the implementation of pre-contractual measures and the fulfilment of the contract (e.g. for delivery, invoicing or customer service) in accordance with Art. 6 (1) (b) GDPR or fulfilment of a legal obligation within the meaning of Art. 6 (1) (c) GDPR. We will also pass on this data to third parties (e.g. debt collection agencies) for the purpose of enforcing claims in accordance with Art. 6 (1) (b) and/or (f) GDPR.

12.6 Our data protection information is available at https://piamedia.com/de/privatsphaere-einstellungen/

12.7 Insofar as we process personal data on behalf of the Client in the context of the performance of the contract, we will only process the personal data within the scope of the contractually owed performance or other written instructions of the Client and in accordance with the provisions of data protection law. The details of the order processing will be determined by the parties in a separate “Agreement on the Processing of Personal Data on Order”. In its scope of application, this takes precedence over the provisions of these GTC.

13. Place of Performance / Place of Jurisdiction / Applicable Law

13.1 Unless otherwise agreed, the place of performance for all contractual obligations shall be the registered office of our company.

13.2 The exclusive place of jurisdiction for all disputes is – insofar as the Client is a merchant within the meaning of the Commercial Code – the registered office of our company. For the sake of clarity, this jurisdictional regulation of sentences 1 and 2 also applies to such matters between us and the client that may lead to non-contractual claims within the meaning of EC Regulation No. 864 / 2007.  However, we are also entitled to sue the client at its general place of jurisdiction.

13.3 The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the Client and us. It is expressly clarified that this choice of law is also to be understood as such within the meaning of Art. 14 para. 1 b) EC Regulation No. 864 / 2007 and is therefore also to apply to non-contractual claims within the meaning of this Regulation. If foreign law is mandatory in an individual case, our general terms and conditions are to be interpreted in such a way that the economic purpose pursued by them is safeguarded as far as possible.

14. Opening of insolvency proceedings / written form / severability clause

14.1 An application for the opening of insolvency proceedings by the Client or its suspension of payment which, despite a reminder on our part, is not based on rights of retention or other rights, entitles us to withdraw from the contract at any time in the event that the Client is in a state of breach of duty vis-à-vis us at that time, insofar as the Client commits a breach of contractual duty at that time or the performance of the contract is dependent on the prior fulfilment of the payment obligation. In the case of continuing obligations, we are entitled to terminate without notice instead of withdrawal. Section 314 of the German Civil Code (BGB) (termination in the event of a continuing obligation) remains unaffected. If our performance has already been performed, the consideration is due immediately in the aforementioned cases.

14.2 All agreements, ancillary agreements, assurances and amendments to the contract must be made in writing. This also applies to the waiver of the written form agreement itself. The priority of the individual agreement in written, textual or oral form (§ 305b BGB) remains unaffected.

As of April 2026