App Terms and Conditions
1. Scope of Application
1.1 To the extent not otherwise agreed, these Standard Terms and Conditions shall govern the legal relationships between Schwarz Media GmbH, Stiftsbergstraße 1, 74172 Neckarsulm, Germany, HRB 760400 ("Schwarz Media") and the Advertising Customer.
2.1 "Order" means a contract between the Advertising Customer and Schwarz Media for media services.
2.2 "Ads Requested" means the ads requested through the respective advertising channel on the Platform.
2.3 "Banner Advertising" means ads which promote the Advertising Customer's company itself as well as certain products of the Advertising Customer and are linked to corresponding offers or a brand page on the advertising channels.
2.4 "Coupon Advertising" means ads which promote a certain product of the Advertising Customer that can be redeemed by registered end customers for a special price in the stores of the Lidl or Kaufland Group or online.
2.5 CPA: Cost per action. "Action" is defined as the purchase of an item, registered via the cash register system in the stores of the Lidl or Kaufland Group when displayed or when the displayed Advertising Material is clicked on during the campaign period with a 14-day attribution window. Multiple product purchases are included in the CPA calculation. "Cost" is defined as the price per action. In the case of CPA campaigns, the impressions are treated as Ads Requested or Rendered Impressions when displayed and are not billed as advertising service until the promoted product is sold.
2.6 CPM: Costs per 1000 Advertising Material displayed means the costs per 1000 visible Advertising Material. Advertising Material is defined as "visible" when at least 50% of the area is visible for at least one second in the browser window or the app.
2.7 CPC: Costs per click is the price payable by the Advertising Customer for a user's click on Advertising Material. In the case of CPC campaigns, the impressions are treated as Ads Requested or Rendered Impressions when displayed and are not billed as advertising service until the Advertising Material is clicked on.
2.8 "Rendered Impression" means an ad that is loaded through the respective advertising channel but not yet viewed.
3. The Service
3.1 Schwarz Media shall grant the Advertising Customer access to the advertising platform of Schwarz Media GmbH ("Platform"). This includes an advertising calendar generally valid for 12 weeks in which all digital advertising space (including in the "Lidl Plus app" (referred to as an "Advertising Channel")) available for a certain product group and certain period are listed. Schwarz Media reserves the right to revise the advertising calendar on short notice.
3.2 On the basis of the period specified in the advertising calendar for a certain product group and indicating a given product, a preferred target group, the ad form and intended duration of the advertising campaign, the Advertising Customer is entitled to register a campaign to that effect on the Platform and submit bids for the placement of the corresponding ad on the advertising space. This option is available solely for the German Platform.
3.3 Once the advertising calendar is made available online, the Advertising Customer can have the requested campaign created by Schwarz Media. If the relevant details of the campaign for the promoted products are not agreed within eight weeks of the scheduled launch, additional inventory availability for the product to be promoted cannot be ensured. Therefore, Schwarz Media shall be entitled to reduce the scope of the requested ad placement with respect to the display volume in the event of limited inventory availability.
3.4 Subject to clause 3.6 and if and to the extent that the Advertising Customer has the highest bid within the meaning of clause 5.7, Schwarz Media shall place an ad directed at the target group on the designated advertising space for the selected product and relevant period.
3.5 Depending on availability, the ad may be implemented as Banner Advertising or Coupon Advertising ("Ad Forms") by Schwarz Media in accordance with the specifications.
3.6 The Advertising Customer undertakes to comply with the CI specifications provided by Schwarz Media for the graphical and textual design of the ads ("Specifications"). The Advertising Customer is legally responsible for the graphical and textual design of the ads and for complying with the Specifications. Schwarz Media reserves the right to change or amend the Specifications and will notify the Advertising Customer of this in writing or in text form in a timely manner.
3.7 Regardless of the advertising space offered in the advertising calendar, Schwarz Media reserves the right to at any time offer advertising space to the Advertising Customer via the Platform at a fixed price.
3.8 Depending on the type of campaign, fixed placements are defined as Rendered Impressions or as visible impressions when at least 50% of the area is visible for at least one second in the browser window or the app
4. Blind auction
4.1 For the sake of clarity, the parties hereby confirm that Schwarz Media has contractually granted access to the Platform as described in clause 3 and the right to bid on available advertising space on the same conditions to other counterparties ("bidders") as well. The Advertising Customer is aware that these other bidders could underbid it in the process described in clause 5 and that the relevant highest bid within the meaning of clause 5.7 will be determined in real time, taking into account the individual advertising efficiency calculated by Schwarz Media.
4.2 However, Schwarz Media warrants to the Advertising Customer that its bid will be hidden and neither the identity of the Advertising Customer nor the amount of its bid will be disclosed to the other bidders.
5. Auction Process
5.1 By entering available advertising space for a certain product group and a certain period in the advertising calendar, Schwarz Media makes a binding offer to provide such advertising space and to place the Advertising Customer's requested ad, taking into account the selected target group.
5.2 The period during which the offer may be accepted shall end three working days prior to the scheduled launch of the campaign. Until the period for acceptance expires, the Advertising Customer may raise any bid already submitted at any time.
5.3 As contractual consideration, Schwarz Media shall set a starting price payable depending on the selected advertising format.
5.4 Die The applicable starting prices are set out in the Order. The fixed prices for other campaigns not calculated in accordance with the auction process within the meaning of clause 3.7 are also set out in the applicable Order.
5.5 Schwarz Media shall be entitled to amend the price list with prospective effect by giving notice of the new price list in text form. The amended price list shall not apply to campaigns that have already been registered or launched.
5.6 By registering its campaign on the platform, pressing the corresponding button and submitting a bid in an amount at least equivalent to the starting price, the Advertising Customer accepts Schwarz Media's offer as binding. However, acceptance is subject to the condition precedent that the Advertising Customer has the highest bid within the meaning of clause 5.7 at the time of the requested ad placement. In this respect, Schwarz Media performs a real-time analysis to the nearest minute. If at any time during the campaign another bidder has the highest bid, the Advertising Customer shall have no claim to placement of its ad.
5.7 The highest bid within the meaning of this Agreement is that bid submitted within the period for acceptance representing the highest amount proportionate to Schwarz Media's expected advertising efficiency in the given case. Advertising efficiency is calculated according to how relevant and useful the placement of the ad is for the Advertising Customer. The details on the calculation of advertising efficiency are set out in clause 8.
5.8 For the sake of clarity, the parties hereby confirm that competitive bidding will only take place provided that the campaign of the Advertising Customer and that of another bidder overlap both in terms of the date and period of the requested ad display as well as with respect to the selected target group and the Ad Form.
5.9 The Advertising Customer may not withdraw its bid during the agreed campaign period.
5.10 If the Advertising Customer acquires the right in the auction under clause 5.1 to 5.9 to have its ad placed, the campaign will be launched in the corresponding period. The ad placement shall end when the Advertising Customer exhausts its budget for the relevant campaign ("Campaign Budget") or the agreed campaign period expires.
5.11 The Advertising Customer will be informed of the course of the campaign based on the available Campaign Budget on the Platform.
6. Advertising Material Design
6.1 Schwarz Media shall be responsible for approving the Advertising Material. Should the Advertising Customer so request, Schwarz Media will advise it on the design of the Advertising Material and make recommendations regarding the campaign.
6.2 The details of such recommendations shall be agreed individually between the parties.
7. Remuneration; Billing
7.1 The remuneration owed by the Advertising Customer shall be calculated on the basis of the actual number of ad impressions/product sales following the ad impression/user's interaction with the ad during the review period. The price for the relevant CPM/CPA/CPC in this regard is the last bid submitted by the Advertising Customer during the period for acceptance.
7.2 The amounts due shall be billed following the expiration of the period stated in the Order at the latest (the campaign period stated by the Advertising Customer). This period represents the period of the service. Schwarz Media may require advance payments during the campaign period. Where advance payments are required, Schwarz Media shall prepare a final account statement at the end of the campaign period reflecting the advance payments received.
7.3 The remuneration claim shall not be affected by circumstances that retrospectively eliminate the payment obligation on the part of the end customer (e.g., withdrawal, warranty rights) or by a failure on the part of the end customer to pay.
7.4 Unless otherwise agreed, Schwarz Media is not responsible for any particular outcome in connection with the advertising campaigns.
8. Advertising Efficiency
8.1 A core paradigm of the Platform is maximizing advertising relevance for the consumer and thus achieving the best possible advertising efficiency for the advertiser in terms of key metrics. Therefore, before displaying each ad, Schwarz Media calculates how attractive the advertising is to the individual consumers in the context of the promoted products.
8.2 A key indicator of attractiveness is the likelihood that a consumer will purchase one of the products promoted in the ad, i.e., respond positively to the content of the ad in the sense of a clearly identifiable attribution.
8.3 The relevance score is calculated using an algorithm that includes, but is not limited to, the following factors:
- Previous purchases by the consumer of the promoted products;
- Previous purchases by the consumer of other products in the same category as the promoted products;
- Previous purchases by the consumer of complementary products or substitutes for the promoted products;
- The consumer's interest in key characteristics of the promoted products;
- The consumer's sensitivity to advertising in general;
- The consumer's general or product-specific price elasticity;
- The consumer's current supply of the promoted products or substitute products.
8.4 Schwarz Media uses this calculation to determine a "relevance score" for the ad for each consumer individually. The relevance score thus modulates the ad's likelihood of success in the first-price sealed-bid auction for the consumer's respective ad placement. The aim of this approach is to maximize advertising relevance for the consumer and this achieve the greatest possible advertising efficiency for the advertiser.
The remuneration calculated in accordance with clause 7 is payable together with the applicable statutory VAT within 30 days of receipt of a proper invoice without deduction of discounts or similar rebates.
10. Prohibited Advertising Content
10.1 The advertising content used by the Advertising Customer may not violate applicable law or the rights of third parties.
10.2 Schwarz Media is entitled to suspend temporarily the provision of a contracted ad placement where it reasonably suspects that the ad contains illegal content. The Advertising Customer can avoid the suspension by making an alternative, legally compliant ad available.
10.3 In the ad, the Advertising Customer may only promote its company or those products which are in the company's product range at the time the campaign is booked and are also sold by companies of Schwarz Group.
10.4 Linking or embedding the ad in external channels is generally prohibited.
10.5 The booked advertising space may not be used to promote the following product categories without separate approval by Schwarz Media:
- Sexual health
11. Grant of Rights; Warranty
11.1 The Advertising Customer grants Schwarz Media all required licenses, neighboring and other intellectual property rights to the extent required in terms of duration, content and territory for use of the ad on the respective Advertising Channels, and by registering its campaign on the Platform warrants that it is the holder of such rights, including the right to further transfer these to Schwarz Media.
11.2 By registering its campaign on the Platform, the Advertising Customer warrants that the placement of the ad created by it and submitted to Schwarz Media for placement via the Platform as contractually agreed does not violate statutory provisions or any rights of third parties.
11.3 The Advertising Customer furthermore warrants that it has lawfully acquired all licenses necessary for placement of the ad, in particular those arising from copyright law, trademark law and rights of personality, in respect of the content it provides for creation of the Advertising Material.
11.4 The Advertising Customer is responsible for the content of the ads and in particular for compliance with requirements under competition law, trademark law, the law protecting personality rights, the law on the protection of minors and copyright law.
11.5 Schwarz Media is under no obligation to check the accuracy of the factual statements contained in the ads and specified or approved by the Advertising Customer regarding its products and services.
If a claim is asserted against Schwarz Media by third parties due to the placement of any ad booked by the Advertising Customer, the Advertising Customer shall indemnify Schwarz Media upon first demand against any and all claims by third parties now or in the future, including the necessary costs of defending against these claims.
13. Provision and Review of the Advertising Material
13.1 The Advertising Customer shall provide Schwarz Media with the requested ad and any other information required by no later than three working days prior to launch of the booked campaign via the Platform.
13.2 Schwarz Media shall review the submitted ad from a design standpoint and reserves the right to edit it in consultation with the Advertising Customer to the extent this is necessary and reasonable for ensuring optimal utilization. If the ad does not comply with Schwarz Media's Specifications, Schwarz Media shall be within its rights to reject it.
14. Right to Postpone
If Schwarz Media is unable to place the ad within the booked period due to limited inventory availability, it shall be entitled to postpone placement of the ad until the next available date indicated in the advertising calendar without this constituting a breach of its contractual obligations.
The parties shall be liable in accordance with the statutory provisions.
16. Obligations of the Advertising Customer
16.1 The Advertising Customer will treat the login details required for the Platform as confidential.
16.2 The Advertising Customer will treat all login details and passwords as confidential and implement appropriate measures to protect them. If the Advertising Customer becomes aware of a loss of login details and passwords or discovers that third parties have access to these, it must notify Schwarz Media without undue delay.
16.4 The Advertising Customer must put in place suitable measures to protect its login details, its user account and other data. Specifically, the Advertising Customer must:
- protect its user account from unauthorized access by third parties, and not disclose its login details to unauthorized users;
- monitor all attempts to access the Platform – both authorized and unauthorized.
17. Suspension of Services
17.1 Schwarz Media may wholly or partially suspend use of the Platform at any time if Schwarz Media deems a suspension necessary due to
- any threat to the functionality, security, integrity or availability of the Platform or of content and data of Advertising Customers;
- maintenance work on the Platform; or
- any mandatory legal requirement or a regulatory or court order.
17.2 Schwarz Media is entitled to suspend campaigns and the user account temporarily, if the Advertising Customer is in default of payment.
18 Availability of the Platform
18.1 The Platform is web-based and can be accessed via the most common web browsers, including the current versions of Firefox, Safari, Edge and Chrome. The Platform is operated by a third party provider.
The uninterrupted availability of the Platform and the data on the Platform is not guaranteed. Access to the Platform may be restricted or completely blocked due to maintenance work or Internet issues. Liability is excluded for the loss of data due to technical system outages where the Advertising Customer could have avoided the loss by regularly backing up its data, and is also excluded for interrupted data transfers or other problems in this context.
The license commences upon activation of the user account and ends upon termination of the license. Each party is entitled to terminate the license on provision of 14 days' notice in text form, such notice to take effect at the earliest from the end of the active campaign.
21.1 Should individual provisions of this Agreement be or become invalid, void or unenforceable, this shall not affect the validity of the other provisions hereof. The parties agree to replace any invalid, void or unenforceable provision with a valid and enforceable provision that most closely reflects the economic intent of the original provision. The foregoing shall also apply mutatis mutandis to any omissions.
21.2 This Agreement and all legal relationships between the parties arising hereunder shall be governed by German law to the exclusion of its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
21.3 All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with said Rules and without recourse to the ordinary courts of law. The expedited procedure shall not apply. The place of arbitration shall be Frankfurt am Main, Germany. The language of the arbitration shall be German.