Valid from 1 July 2018
1.2. Unless explicitly otherwise provided herein, the General Terms and Conditions of smec (downloadable via https://smarter-ecommerce.com/en/gtc/) are an integral component of these Terms. The use of general terms and conditions of the Client that contradict these Terms is explicitly excluded, unless otherwise agreed between the Parties in writing in an individual agreement.
2.1. Dashboard: The AdEngine Dashboard is an interface that can be accessed online using a modern internet browser, and contains certain information and gives insight into functions. The activation of a dashboard is product-specific and is the responsibility of smec.
2.2. Generation: AdEngine generates text adverts, keywords and extensions in the Google Ads Account (2.3) in cyclical round trips based on the source provided by the Client and the agreed structure in the agreed set-up format.
2.3. Google Ads Account: This account is held directly with Google and is managed via Google Ads. Using the Open-Authorization (OAuth2) protocol, the user authorises AdEngine to access and manage its Google Ads account via the Ads API. The user of the Google Ads account can withdraw this access from AdEngine at any time after proper termination of the contract.
2.4. Media Budget: The Client’s monthly advertising expenditure for third parties such as Google Ads for campaigns that AdEngine manages for the Client (according to the individual performance agreement), regardless of whether there has been any change in the respective campaign in the course of the billing period. The calculation of the part of the mediashare based on the media budget will use the value in the “costs” column in the Google Ads account (2.3) on the date of calculation.
3.1. The object of the contract is the provision of AdEngine as a software-as-a-service solution, for a fee and for a period limited by the duration of the contract. For the duration of the contract, smec shall grant the Client, for a fee, the non-exclusive, non-transferable, non-sublicenseable right to use AdEngine through a smec web interface, provided that this has been explicitly activated. If smec releases new versions, updates or upgrades during the term of the contract, the above-mentioned right of use applies to these new versions, updates or upgrades in the same way. However, this right of use does not include additional AdEngine functions that are marked as such, which can be added for a fee.
3.2. AdEngine includes the daily update of campaigns from an existing data source of the Client. The Client manages the data source itself and provides AdEngine with access. Campaigns will remain the exclusive property of the Client.
In addition, the use of AdEngine may include the provision of a dashboard to provide the Client with an overview of changes and developments.
3.3. With regard to the obligation of smec to achieve certain campaign goals defined by the Client or associated increases in revenue through the provision of the AdEngine, explicit reference is made to Item 2 of the GTC of smec, “Scope of performance and achievement of objectives”.
4.1. The AdEngine dashboard available in accordance with the scope is compatible with the current versions of Firefox, Safari and Google Chrome, as well as with newer versions of Internet Explorer. Other browsers are not supported. smec accepts no liability for adverse effects or damage resulting from the use of an alternative browser. In order to ensure optimum performance and speed of AdEngine, the Client should use the latest version of a compatible browser. smec accepts no liability for any delayed performance or functions that cannot be properly executed due to the use of outdated versions of these browsers.
4.2. The Client is obliged to make available current and accurate product data in the Google Merchant Center and to immediately take action on refusals of products or product feeds on the part of Google. If product refusals persist in the longer term, the performance of shopping-based modules such as Keyword Sourcing may be affected, without this being a malfunction of AdEngine.
In the event that smec takes over the management of the Google Merchant Center in accordance with the contractual terms, the Client is obliged to provide an up-to-date data feed, so that smec can properly perform the services agreed in the contract. smec bears no liability for adverse consequences of live data feeds not being made available.
4.3. The Client must inform smec’s support team immediately of any malfunctions and inform them how and under which circumstances the error or fault occurred. The Client must actively support smec in troubleshooting.
4.4. Compensation for troubleshooting and rectification costs
If the check of an error notification of the Client determines that no malfunction is present or that such malfunction does not trace back to smec, smec may invoice the Client for the costs of checking the error notification and any troubleshooting effort on an hourly basis based on the currently valid price list.
5.1. The remuneration for the provision of access to AdEngine consists of a fixed monthly amount (“software fee”) and a variable fee, which constitutes a percentage of the media budget used by the Client as part of the created and/or managed campaigns (mediashare). If the calculation of the mediashare is not possible on the basis of the data from the previous billing cycle, for example because the Client withdraws smec’s access to the Google Ads account, this does not release the Client from his payment obligation. The Client has to pay a fictitious mediashare which can be calculated on the basis of the last 30 days that can be assessed before the inability of calculation on the one hand, or the monthly average of the previous 3 months before the inability of calculation on the other. This choice lies with smec.
5.2. The fixed monthly fee (“software fee”), plus applicable VAT, is payable monthly in advance within 10 days of the invoice date. The variable monthly fee plus applicable VAT (“mediashare”) is always calculated at the end of the respective billing cycle and is due within 10 days of the invoice date. Payment for services agreed to be provided on a one-off basis or regularly (such as initial adjustments to the software during setup or account management), plus the applicable VAT, is payable monthly in advance within 10 days of the invoice date.
5.3. In the event of termination, the data generated by AdEngine will not be deleted from the Ads account, but generation will cease on the termination date. After termination, the Client will no longer have access to the AdEngine account.
6.1. smec is entitled to change these terms and conditions at any time, for example to take account of changed legal framework conditions or to include new / changed services.
6.2. The Client will be notified in writing no later than one month before the proposed date of entry into force of the new terms and conditions with reference to the affected changes. The changes shall be deemed as approved by the Client unless he objects in writing to the changes by 7 days prior to the proposed effective date. smec will also inform the Client about this right to objection. The period for objection is only respected, if the objection is received by smec within the deadline.
Any translation of this user agreement is provided solely for your convenience and is not intended to modify the terms of this agreement. In the event of a conflict between the German version of this agreement and a version in a language other than German, the German version shall control.