Email List Rental

1. Subject of the contract

1.1. Sports New Media Limited, 74 Gloucester Place, London, W1U 6HL (hereinafter called ‚”SNM”)
markets advertising space on its websites and in its email-based services, and offers the booking of permission-based email lists. Other forms of
advertising are also offered, in particular in the direct marketing arena (hereinafter called “Services”).
1.2 In addition to the services described above SNM also provides other
services in digital dialog marketing. A detailed and up-to-date overview of
these services can be requested from SNM at any time.
2.  Applicability of the terms and conditions, conclusion of the contract
2.1. These terms and conditions apply to all services provided by SNM in
connection with the contract governing media services.
2.2. The client terms and conditions do not apply. The validity of client terms and
conditions is herewith controverted and this contradiction need not be
repeated by SNM even if the client terms and conditions, or a related
notice, are submitted hereafter. The provision of services or the acceptance
of such services does not indicate agreement on the part of SNM to such
conditions. No additional express inclusion of these terms and conditions is
necessary for subsequent business.
2.3. All offers made by SNM are subject to change unless otherwise expressed
in the offer itself. All agreements between SNM and the client must be
concluded in writing. This also applies to any changes to the written form
requirement.
3.  Execution of the contract
3.1. At least 5 working days before the start of the contractual service, the client is
obliged to send SNM all information and materials necessary for the proper
execution of the service. If the advertising materials provided is assessed as
unsuited or partially unsuited (due to presentability issues or higher than
average unsubscribe rates or bad performance/conversion) for the
contractual service (implementation/mailing) by SNM, SNM is entitled to
make either contextual or technical changes or corrections to the materials as
long as these changes/Corrections will optimize the presentability or
performance/conversion. Alternatively, SNM has the right to return the
materials based on stated reasons. In this case the client immediately shall
provide SNM with materials changed according to the reasons stated for
returning the material. All costs, charges and lost profits due to delayed or
failed cooperation from the client are to be reimbursed.
3.2. The client grants SNM the appropriate rights to execute the contractual
service and guarantees to be either the owner of these rights or have the
authorization to grant these rights to SNM.
3.3. The client confirms that carrying out the service in accordance with the
contract will not violate legal provisions or the rights of third parties. In
particular, the client is solely responsible for the legal compliance of the
content of the advertising materials provided/specified by the client, and for
the legal compliance of the service or product advertised for. In particular, the
client will ensure that there are no sexual or pornographic representations in
the advertising material, that no names or terms are used that indicate sexual
or pornographic programs or promote content with sexual or pornographic
elements or elements that may be harmful to youth, and that the client has
attained all required legal authorization from the appropriate governmental
agencies for the service or product advertised for. SNM is not obliged to
check orders for legal compliance.
3.4 Upon first request, the client will indemnify SNM in respect of all losses,
damages and costs including the costs of legal action against SNM
(including fees for legal representation) arising from a breach of law or breach
of these terms and conditions by the client, to the extent that expenses are
incurred in defending against claims by third parties, including claims by the
appropriate supervisory authorities.
3.5 Within 48 hours of the initial service provision, the client is obliged to check if
the service is provided in accordance with the contract, and to inform SNM
in writing of any complaints. If the client does not make such an
announcement within this time or in this way, then the service carried out is
considered to be in accordance with the contract.
4.  Rights of use of templates/creative materials
The client will receive email templates or other templates from SNM that are
made for the client with a basic right to use the information for a period limited
to the duration of the associated contract and the scope of the services
provided by SNM. This usage right can not be sublicensed and is not
transferable.
5.  Delivery of services by SNM
5.1. The client will receive a report after the contractually agreed service has been
provided.
5.2. SNM is entitled but not obligated to exceed the number of contacts agreed
to in the contract. Only the contractually agreed number of contacts will be
invoiced.
5.3. SNM is not obligated to deliver the contracted service if the client is in
breach of any legal provisions or infringes any obligations held within these
terms and conditions.
5.4. Should the non-performance of contractual services be attributable to force
majeure or other circumstances beyond SNM’s control, SNM shall not be
required to fulfil the contract for the duration of these events.
5.5. SNM is entitled to employ sub-contractors. The hiring of sub-contractors by
SNM does not affect the contractual obligations of SNM vis-√†-vis  the
client.
5.6. After the contract has been fulfilled, SNM is entitled to destroy any
information or materials supplied by the client for the execution of the service.
The client remains solely responsible for adhering to any applicable legal
records retention periods, in particular commercial or tax law-related
retention periods.
6.  Payment conditions
6.1 All remuneration is subject to the legal applicable VAT. Payments are due
immediately after invoicing, with no deductions. SNM is entitled to
charge interest according to legally regulated amounts if a delay in
payment occurs. The claim to other damages remains unaffected.
6.2 The Client can offset claims arising from this contract only against
undisputed or legally determined claims arising from this contract.
6.3 SNM is entitled, despite contradictory terms from the client, to offset
existing older debts with incoming payments first. The client will be
informed of the type of settlement selected. If costs and interest have
already been incurred, SNM has the right to apply the payment first to
offset these costs, then to offset the interest and lastly to offset the primary
service.
6.4 If the client is in payment arrears or if an application is made to open
bankruptcy proceedings against it, then SNM can withhold further
services and submit an invoice for all services already provided. In this
case, SNM is entitled to make any commitment to further services
subject to the pre-payment of all existing orders, even if they have already
been contractually agreed. This does not affect pecuniary claims and the
enforcement of further claims for damages.
7.  Liability
7.1. SNM assumes, within legal terms, unlimited liability for damages caused
by injury to life, body or health that were caused by intentional or grossly
negligent behaviour on the part of SNM or a legal representative or
agent of SNM.
7.2. For other damages, SNM assumes liability, within legal terms, as
follows:
SNM assumes unlimited liability for damages caused by intentional or
grossly negligent behaviour on the part of SNM or a legal representative
or agent of SNM, and for damages that fall within the scope of protection
governed by an SNM guarantee or warranty.
SNM assumes limited liability for the reimbursement of predictable
damages caused by a slightly negligent breach of an essential contractual
obligation.
For other instances of slight negligence SNM assumes no liability.
7.3. The liability for data loss is limited to the typical costs of recovery that
would have been incurred for creating a conventional backup copy and
that conforms to the risk.
7.4. All claims for compensation against SNM will come under the statute of
limitations after one year.
7.5. If liability is excluded, then the personal liability of employees,
representatives, sub-contractors and other employees is also excluded.
7.6. If the service is not carried out perfectly and its purpose is significantly
affected, the client can claim for it to be repeated perfectly. This applies
particularly in cases where SNM has not carried out the service, or
carried it out only in part, due to technical malfunctions. A claim for a
reduction in remuneration may only be made if a repetition is not possible
or is not reasonable for the client. The client can set a suitable period for
the repetition. If the repetition is not performed within this period, then the
client can demand a repayment of remuneration to the extent that the
service was not carried out properly.
7.7. If a service is not provided, or provided imperfectly, due to the client not
providing the required information or materials, or providing incomplete,
late or incorrect materials or cooperation, the entire remuneration has to
be paid by the client.
7.8. SNM can not be held responsible for the availability of telephone lines,
the internet, electricity, or servers outside its control.
8.  Confidentiality, privacy/data protection
8.1. The Client is hereby notified that SNM stores the Client’s data in
machine-readable form and processes such data electronically for
contractual purposes. The Client hereby agrees to such storage. To the
extent that SNM uses any third parties for the performance of services,
SNM shall be entitled to make the relevant data available to such third
parties if and when required.
8.2. The content of this agreement and any other confidential information must
be treated as strictly confidential by the parties and may only be disclosed
to any third parties where this is mandated by law. Information that was
demonstrably known to the Client and/or SNM at the commencement of
their contract negotiations or that entered into the public domain either
before or after conclusion of the contract, without wrongful act on the part
of the Client or SNM, are not deemed to be confidential information.
9.  Miscellaneous
9.1 Exclusive court of jurisdiction for all disputes resulting from or in
connection with the services carried out is London.
9.2 English law applies, without possibility of recourse to the UN Law on the
International Sale of Goods.
9.3 Should under this contract be invalid or unworkable, this will not affect the
validity of the rest of the contract. The ineffective clause will be replaced
by a provision that comes closest to the economic and legal sense of the
unworkable regulation. The same applies to any loopholes that may occur
and require closure.

1.1. Sports New Media Limited, 74 Gloucester Place, London, W1U 6HL (hereinafter called ‚”SNM”)markets advertising space on its websites and in its email-based services, and offers the booking of permission-based email lists. Other forms ofadvertising are also offered, in particular in the direct marketing arena (hereinafter called “Services”).1.2 In addition to the services described above SNM also provides otherservices in digital dialog marketing. A detailed and up-to-date overview ofthese services can be requested from SNM at any time.2.  Applicability of the terms and conditions, conclusion of the contract2.1. These terms and conditions apply to all services provided by SNM inconnection with the contract governing media services.2.2. The client terms and conditions do not apply. The validity of client terms andconditions is herewith controverted and this contradiction need not berepeated by SNM even if the client terms and conditions, or a relatednotice, are submitted hereafter. The provision of services or the acceptanceof such services does not indicate agreement on the part of SNM to suchconditions. No additional express inclusion of these terms and conditions isnecessary for subsequent business.2.3. All offers made by SNM are subject to change unless otherwise expressedin the offer itself. All agreements between SNM and the client must beconcluded in writing. This also applies to any changes to the written formrequirement.3.  Execution of the contract3.1. At least 5 working days before the start of the contractual service, the client isobliged to send SNM all information and materials necessary for the properexecution of the service. If the advertising materials provided is assessed asunsuited or partially unsuited (due to presentability issues or higher thanaverage unsubscribe rates or bad performance/conversion) for thecontractual service (implementation/mailing) by SNM, SNM is entitled tomake either contextual or technical changes or corrections to the materials aslong as these changes/Corrections will optimize the presentability orperformance/conversion. Alternatively, SNM has the right to return thematerials based on stated reasons. In this case the client immediately shallprovide SNM with materials changed according to the reasons stated forreturning the material. All costs, charges and lost profits due to delayed orfailed cooperation from the client are to be reimbursed.3.2. The client grants SNM the appropriate rights to execute the contractualservice and guarantees to be either the owner of these rights or have theauthorization to grant these rights to SNM.3.3. The client confirms that carrying out the service in accordance with thecontract will not violate legal provisions or the rights of third parties. Inparticular, the client is solely responsible for the legal compliance of thecontent of the advertising materials provided/specified by the client, and forthe legal compliance of the service or product advertised for. In particular, theclient will ensure that there are no sexual or pornographic representations inthe advertising material, that no names or terms are used that indicate sexualor pornographic programs or promote content with sexual or pornographicelements or elements that may be harmful to youth, and that the client hasattained all required legal authorization from the appropriate governmentalagencies for the service or product advertised for. SNM is not obliged tocheck orders for legal compliance.3.4 Upon first request, the client will indemnify SNM in respect of all losses,damages and costs including the costs of legal action against SNM(including fees for legal representation) arising from a breach of law or breachof these terms and conditions by the client, to the extent that expenses areincurred in defending against claims by third parties, including claims by theappropriate supervisory authorities.3.5 Within 48 hours of the initial service provision, the client is obliged to check ifthe service is provided in accordance with the contract, and to inform SNMin writing of any complaints. If the client does not make such anannouncement within this time or in this way, then the service carried out isconsidered to be in accordance with the contract.4.  Rights of use of templates/creative materialsThe client will receive email templates or other templates from SNM that aremade for the client with a basic right to use the information for a period limitedto the duration of the associated contract and the scope of the servicesprovided by SNM. This usage right can not be sublicensed and is nottransferable.5.  Delivery of services by SNM5.1. The client will receive a report after the contractually agreed service has beenprovided.5.2. SNM is entitled but not obligated to exceed the number of contacts agreedto in the contract. Only the contractually agreed number of contacts will beinvoiced.5.3. SNM is not obligated to deliver the contracted service if the client is inbreach of any legal provisions or infringes any obligations held within theseterms and conditions.5.4. Should the non-performance of contractual services be attributable to forcemajeure or other circumstances beyond SNM‚Äôs control, SNM shall not berequired to fulfil the contract for the duration of these events.5.5. SNM is entitled to employ sub-contractors. The hiring of sub-contractors bySNM does not affect the contractual obligations of SNM vis-√†-vis  theclient.5.6. After the contract has been fulfilled, SNM is entitled to destroy anyinformation or materials supplied by the client for the execution of the service.The client remains solely responsible for adhering to any applicable legalrecords retention periods, in particular commercial or tax law-relatedretention periods.6.  Payment conditions6.1 All remuneration is subject to the legal applicable VAT. Payments are dueimmediately after invoicing, with no deductions. SNM is entitled tocharge interest according to legally regulated amounts if a delay inpayment occurs. The claim to other damages remains unaffected.6.2 The Client can offset claims arising from this contract only againstundisputed or legally determined claims arising from this contract.6.3 SNM is entitled, despite contradictory terms from the client, to offsetexisting older debts with incoming payments first. The client will beinformed of the type of settlement selected. If costs and interest havealready been incurred, SNM has the right to apply the payment first tooffset these costs, then to offset the interest and lastly to offset the primaryservice.6.4 If the client is in payment arrears or if an application is made to openbankruptcy proceedings against it, then SNM can withhold furtherservices and submit an invoice for all services already provided. In thiscase, SNM is entitled to make any commitment to further servicessubject to the pre-payment of all existing orders, even if they have alreadybeen contractually agreed. This does not affect pecuniary claims and theenforcement of further claims for damages.7.  Liability7.1. SNM assumes, within legal terms, unlimited liability for damages causedby injury to life, body or health that were caused by intentional or grosslynegligent behaviour on the part of SNM or a legal representative oragent of SNM.7.2. For other damages, SNM assumes liability, within legal terms, asfollows:SNM assumes unlimited liability for damages caused by intentional orgrossly negligent behaviour on the part of SNM or a legal representativeor agent of SNM, and for damages that fall within the scope of protectiongoverned by an SNM guarantee or warranty.damages caused by a slightly negligent breach of an essential contractualobligation.7.3. The liability for data loss is limited to the typical costs of recovery thatwould have been incurred for creating a conventional backup copy andthat conforms to the risk.7.4. All claims for compensation against SNM will come under the statute oflimitations after one year.7.5. If liability is excluded, then the personal liability of employees,representatives, sub-contractors and other employees is also excluded.7.6. If the service is not carried out perfectly and its purpose is significantlyaffected, the client can claim for it to be repeated perfectly. This appliesparticularly in cases where SNM has not carried out the service, orcarried it out only in part, due to technical malfunctions. A claim for areduction in remuneration may only be made if a repetition is not possibleor is not reasonable for the client. The client can set a suitable period forthe repetition. If the repetition is not performed within this period, then theclient can demand a repayment of remuneration to the extent that theservice was not carried out properly.7.7. If a service is not provided, or provided imperfectly, due to the client notproviding the required information or materials, or providing incomplete,late or incorrect materials or cooperation, the entire remuneration has tobe paid by the client.7.8. SNM can not be held responsible for the availability of telephone lines,the internet, electricity, or servers outside its control.8.  Confidentiality, privacy/data protection8.1. The Client is hereby notified that SNM stores the Client’s data inmachine-readable form and processes such data electronically forcontractual purposes. The Client hereby agrees to such storage. To theextent that SNM uses any third parties for the performance of services,SNM shall be entitled to make the relevant data available to such thirdparties if and when required.8.2. The content of this agreement and any other confidential information mustbe treated as strictly confidential by the parties and may only be disclosedto any third parties where this is mandated by law. Information that wasdemonstrably known to the Client and/or SNM at the commencement oftheir contract negotiations or that entered into the public domain eitherbefore or after conclusion of the contract, without wrongful act on the partof the Client or SNM, are not deemed to be confidential information.9.  Miscellaneous9.1 Exclusive court of jurisdiction for all disputes resulting from or inconnection with the services carried out is London.9.2 English law applies, without possibility of recourse to the UN Law on theInternational Sale of Goods.9.3 Should under this contract be invalid or unworkable, this will not affect thevalidity of the rest of the contract. The ineffective clause will be replacedby a provision that comes closest to the economic and legal sense of theunworkable regulation. The same applies to any loopholes that may occurand require closure.

1.1. Sports New Media Limited, 74 Gloucester Place, London, W1U 6HL (hereinafter called ‚”SNM”)markets advertising space on its websites and in its email-based services, and offers the booking of permission-based email lists. Other forms ofadvertising are also offered, in particular in the direct marketing arena (hereinafter called “Services”).1.2 In addition to the services described above SNM also provides otherservices in digital dialog marketing. A detailed and up-to-date overview ofthese services can be requested from SNM at any time.2.  Applicability of the terms and conditions, conclusion of the contract2.1. These terms and conditions apply to all services provided by SNM inconnection with the contract governing media services.2.2. The client terms and conditions do not apply. The validity of client terms andconditions is herewith controverted and this contradiction need not berepeated by SNM even if the client terms and conditions, or a relatednotice, are submitted hereafter. The provision of services or the acceptanceof such services does not indicate agreement on the part of SNM to suchconditions. No additional express inclusion of these terms and conditions isnecessary for subsequent business.2.3. All offers made by SNM are subject to change unless otherwise expressedin the offer itself. All agreements between SNM and the client must beconcluded in writing. This also applies to any changes to the written formrequirement.3.  Execution of the contract3.1. At least 5 working days before the start of the contractual service, the client isobliged to send SNM all information and materials necessary for the properexecution of the service. If the advertising materials provided is assessed asunsuited or partially unsuited (due to presentability issues or higher thanaverage unsubscribe rates or bad performance/conversion) for thecontractual service (implementation/mailing) by SNM, SNM is entitled tomake either contextual or technical changes or corrections to the materials aslong as these changes/Corrections will optimize the presentability orperformance/conversion. Alternatively, SNM has the right to return thematerials based on stated reasons. In this case the client immediately shallprovide SNM with materials changed according to the reasons stated forreturning the material. All costs, charges and lost profits due to delayed orfailed cooperation from the client are to be reimbursed.3.2. The client grants SNM the appropriate rights to execute the contractualservice and guarantees to be either the owner of these rights or have theauthorization to grant these rights to SNM.3.3. The client confirms that carrying out the service in accordance with thecontract will not violate legal provisions or the rights of third parties. Inparticular, the client is solely responsible for the legal compliance of thecontent of the advertising materials provided/specified by the client, and forthe legal compliance of the service or product advertised for. In particular, theclient will ensure that there are no sexual or pornographic representations inthe advertising material, that no names or terms are used that indicate sexualor pornographic programs or promote content with sexual or pornographicelements or elements that may be harmful to youth, and that the client hasattained all required legal authorization from the appropriate governmentalagencies for the service or product advertised for. SNM is not obliged tocheck orders for legal compliance.3.4 Upon first request, the client will indemnify SNM in respect of all losses,damages and costs including the costs of legal action against SNM(including fees for legal representation) arising from a breach of law or breachof these terms and conditions by the client, to the extent that expenses areincurred in defending against claims by third parties, including claims by theappropriate supervisory authorities.3.5 Within 48 hours of the initial service provision, the client is obliged to check ifthe service is provided in accordance with the contract, and to inform SNMin writing of any complaints. If the client does not make such anannouncement within this time or in this way, then the service carried out isconsidered to be in accordance with the contract.4.  Rights of use of templates/creative materialsThe client will receive email templates or other templates from SNM that aremade for the client with a basic right to use the information for a period limitedto the duration of the associated contract and the scope of the servicesprovided by SNM. This usage right can not be sublicensed and is nottransferable.5.  Delivery of services by SNM5.1. The client will receive a report after the contractually agreed service has beenprovided.5.2. SNM is entitled but not obligated to exceed the number of contacts agreedto in the contract. Only the contractually agreed number of contacts will beinvoiced.5.3. SNM is not obligated to deliver the contracted service if the client is inbreach of any legal provisions or infringes any obligations held within theseterms and conditions.5.4. Should the non-performance of contractual services be attributable to forcemajeure or other circumstances beyond SNM‚Äôs control, SNM shall not berequired to fulfil the contract for the duration of these events.5.5. SNM is entitled to employ sub-contractors. The hiring of sub-contractors bySNM does not affect the contractual obligations of SNM vis-√†-vis  theclient.5.6. After the contract has been fulfilled, SNM is entitled to destroy anyinformation or materials supplied by the client for the execution of the service.The client remains solely responsible for adhering to any applicable legalrecords retention periods, in particular commercial or tax law-relatedretention periods.6.  Payment conditions6.1 All remuneration is subject to the legal applicable VAT. Payments are dueimmediately after invoicing, with no deductions. SNM is entitled tocharge interest according to legally regulated amounts if a delay inpayment occurs. The claim to other damages remains unaffected.6.2 The Client can offset claims arising from this contract only againstundisputed or legally determined claims arising from this contract.6.3 SNM is entitled, despite contradictory terms from the client, to offsetexisting older debts with incoming payments first. The client will beinformed of the type of settlement selected. If costs and interest havealready been incurred, SNM has the right to apply the payment first tooffset these costs, then to offset the interest and lastly to offset the primaryservice.6.4 If the client is in payment arrears or if an application is made to openbankruptcy proceedings against it, then SNM can withhold furtherservices and submit an invoice for all services already provided. In thiscase, SNM is entitled to make any commitment to further servicessubject to the pre-payment of all existing orders, even if they have alreadybeen contractually agreed. This does not affect pecuniary claims and theenforcement of further claims for damages.7.  Liability7.1. SNM assumes, within legal terms, unlimited liability for damages causedby injury to life, body or health that were caused by intentional or grosslynegligent behaviour on the part of SNM or a legal representative oragent of SNM.7.2. For other damages, SNM assumes liability, within legal terms, asfollows:SNM assumes unlimited liability for damages caused by intentional orgrossly negligent behaviour on the part of SNM or a legal representativeor agent of SNM, and for damages that fall within the scope of protectiongoverned by an SNM guarantee or warranty.damages caused by a slightly negligent breach of an essential contractualobligation.7.3. The liability for data loss is limited to the typical costs of recovery thatwould have been incurred for creating a conventional backup copy andthat conforms to the risk.7.4. All claims for compensation against SNM will come under the statute oflimitations after one year.7.5. If liability is excluded, then the personal liability of employees,representatives, sub-contractors and other employees is also excluded.7.6. If the service is not carried out perfectly and its purpose is significantlyaffected, the client can claim for it to be repeated perfectly. This appliesparticularly in cases where SNM has not carried out the service, orcarried it out only in part, due to technical malfunctions. A claim for areduction in remuneration may only be made if a repetition is not possibleor is not reasonable for the client. The client can set a suitable period forthe repetition. If the repetition is not performed within this period, then theclient can demand a repayment of remuneration to the extent that theservice was not carried out properly.7.7. If a service is not provided, or provided imperfectly, due to the client notproviding the required information or materials, or providing incomplete,late or incorrect materials or cooperation, the entire remuneration has tobe paid by the client.7.8. SNM can not be held responsible for the availability of telephone lines,the internet, electricity, or servers outside its control.8.  Confidentiality, privacy/data protection8.1. The Client is hereby notified that SNM stores the Client’s data inmachine-readable form and processes such data electronically forcontractual purposes. The Client hereby agrees to such storage. To theextent that SNM uses any third parties for the performance of services,SNM shall be entitled to make the relevant data available to such thirdparties if and when required.8.2. The content of this agreement and any other confidential information mustbe treated as strictly confidential by the parties and may only be disclosedto any third parties where this is mandated by law. Information that wasdemonstrably known to the Client and/or SNM at the commencement oftheir contract negotiations or that entered into the public domain eitherbefore or after conclusion of the contract, without wrongful act on the partof the Client or SNM, are not deemed to be confidential information.9.  Miscellaneous9.1 Exclusive court of jurisdiction for all disputes resulting from or inconnection with the services carried out is London.9.2 English law applies, without possibility of recourse to the UN Law on theInternational Sale of Goods.9.3 Should under this contract be invalid or unworkable, this will not affect thevalidity of the rest of the contract. The ineffective clause will be replacedby a provision that comes closest to the economic and legal sense of theunworkable regulation. The same applies to any loopholes that may occurand require closure.