MINT Square GmbH
Graf-Adolf-Str. 69
DE-40210 Duesseldorf

These General Terms and Conditions (“GTC”) govern all agreements between MINT Square GmbH, Düsseldorf (“MINT Square”) and the Client relating to the provision of advertising services, in particular in the field of digital advertising.

These GTC apply exclusively to business customers within the meaning of Section 14 of the German Civil Code (BGB). A business customer is any natural or legal person or partnership with legal capacity acting in the course of its commercial or independent professional activities when concluding a legal transaction.

A binding contract is formed upon execution of an Insertion Order (“IO”) or any comparable order document. Prior to entering into the contract, MINT Square shall inform the Client of these GTC and provide the Client with a reasonable opportunity to review them. By signing the IO, the Client acknowledges the binding effect of these GTC.

Any general terms and conditions of the Client that deviate from, conflict with or supplement these GTC shall not become part of the agreement unless MINT Square expressly agrees to their application in text form.

Individual agreements contained in an IO or in any Master Service Agreement (“MSA”) entered into between the Client and MINT Square shall prevail over these GTC. Amendments or modifications to the contract require text form to be valid.

“Managed Service” means the operational management of digital advertising campaigns by MINT Square. This includes, in particular, campaign planning, technical setup, ongoing optimization, reporting, and the selection of suitable targeting options. Campaigns may be executed either on a Client-owned or a MINT-Square-owned platform account.

“Self-Managed Services” refers to the use of programmatic technologies by the Client under its own responsibility. MINT Square provides the technological access (e.g., DSP licence), platform activation and, where applicable, Support Services. All campaign operations, optimization, targeting configurations, and campaign results remain solely the Client’s responsibility.

An “Insertion Order” or “IO” is a binding order document specifying the scope of services, media budget, pricing, compensation structures, performance parameters, and any other individual terms governing a specific campaign.

A “Master Service Agreement” is the overarching agreement between MINT Square and the Client governing the use of programmatic technologies. The MSA defines, among other things, pricing structures, minimum budgets, technical requirements, billing models, and other conditions applicable to the use of such technology.

“Technology Platforms” refers to providers of technical systems used for digital advertising, including programmatic platforms such as Demand-Side Platforms (DSP), Ad Servers, Data Management Platforms (DMP), and comparable AdTech systems employed by MINT Square to deliver its services.

“Publishers” or “Inventory Providers” or “Sales House” means providers of digital advertising inventory (e.g., website operators, app operators, video or DOOH providers) that make advertising placements available via programmatic or direct booking channels.

“Support Services” means technical or administrative assistance in connection with the use of a technology platform, such as account setup, troubleshooting, tag implementation, or the clarification of technical issues. For the avoidance of doubt, Support Services expressly exclude campaign planning, optimization, or ongoing campaign management within the meaning of Managed Services.

MINT Square provides services in the field of digital advertising and AdTech services. These may include, without limitation:

• Programmatic advertising services, including access to programmatic advertising technologies (e.g., Demand-Side Platforms), as well as the planning, booking, execution, and optimization of programmatic campaigns;
• Services relating to traditional media buying and direct bookings based on Insertion Orders (“IO”), including the procurement, execution, and settlement of media services purchased from Publishers or Inventory Providers;
• Other consultancy, support or reporting services relating to digital advertising.

The specific scope of services shall be determined in the applicable Insertion Order or individual Master Service Agreement (“MSA”) concluded between the Parties.

MINT Square shall perform all services with the due care and diligence of a prudent and competent service provider, in accordance with the technical and professional standards generally applicable at the time the services are performed.

The Client shall provide MINT Square with all information, materials and access credentials reasonably required for the performance of the services, in a timely and complete manner. This includes, in particular:

• advertising assets in the required technical formats and specifications;
• targeting parameters and campaign objectives;
• required approvals and authorisations;
• information necessary to comply with statutory requirements, including but not limited to the EU Regulation on the Transparency and Targeting of Political Advertising (TTPA) (see Section 10.b));
• information regarding the nature of the advertising (political / non-political).

Any delays or additional effort resulting from incomplete or late cooperation by the Client shall be borne by the Client.

Support Services are available during regular business hours, Monday to Friday from 09:00 to 17:00 (CET), excluding public holidays at the registered office of MINT Square.

Support enquiries will be answered no later than the second following business day.

MINT Square shall provide the contracted services diligently but does not warrant any specific campaign outcomes, reach, delivery volumes, or conversion rates unless expressly guaranteed in writing.

MINT Square mediates advertising inventory and provides services involving third-party providers, in particular Publishers/Inventory Providers and Technology Platforms. The availability, quality, technical performance, and delivery capacity of such third parties are outside MINT Square’s control.

The Client shall comply with all requirements and conditions of any publishers or Technology Platforms involved, insofar as such requirements have been communicated or made accessible by MINT Square.

Services provided under Managed Services are deemed accepted upon delivery of the final campaign report. The Client must notify MINT Square of any issues that were recognizable during the campaign immediately, and in any event no later than five (5) business days after becoming aware of such issues. Defects visible only from the reporting must be reported within fourteen (14) days of receipt of the report in text form. Failure to make a timely notification constitutes acceptance of the services as proper and free of defects. Variations in reach, delivery volumes, performance metrics, or other campaign results shall not constitute defects unless expressly guaranteed.

For Self-Managed Services, MINT Square’s services are deemed fully rendered upon provision of access to the relevant platform, completion of technical activation and, where applicable, any booked Support Services. No formal acceptance by the Client shall take place in this case.
The Client shall be solely responsible, in the context of Self-Managed Services, for campaign management, optimization, targeting configurations and the corresponding results.

The limitation period set out in Section 7.d) shall commence upon acceptance in accordance with this Section.

MINT Square shall be released from its performance obligations to the extent performance becomes impossible or unreasonably burdensome due to force majeure or other unforeseeable, extraordinary and unavoidable events. Such events include, in particular: strikes, lockouts, governmental actions, failures of telecommunications or energy networks, cyberattacks, and outages of third-party providers (e.g.,Publishers, Inventory Providers, Technology Platforms) beyond MINT Square’s control.

MINT Square shall notify the Client without undue delay of the occurrence and expected duration of such events. Upon cessation of the impediment, MINT Square shall resume performance without undue delay. If performance remains impossible on a permanent basis, both Parties may withdraw from the contract. Fees already paid for services not yet rendered shall be refunded on a pro rata basis, to the extent not already remitted to third parties.

Requested changes to an ongoing campaign (e.g., advertising assets, targeting parameters, budget reallocations) require MINT Square’s prior approval in text form. MINT Square will assess the technical and commercial feasibility of such changes and inform the Client promptly whether and under which conditions they can be implemented.

Any additional costs arising from such changes (including, without limitation, Publisher booking fees, cancellation fees, or additional technical work) shall be borne by the Client. MINT Square may charge an appropriate additional fee for implementing changes and shall inform the Client thereof in advance.

Upon request, MINT Square shall prepare a final campaign report following completion of the campaign. The report will include the key performance metrics (e.g., impressions, reach, clicks where applicable, and other agreed KPIs) as well as an overview of the media budgets used. The report shall be provided to the Client in electronic form no later than fourteen (14) days after the end of the campaign, unless otherwise agreed in the IO.

For media campaigns based on an Insertion Order, the applicable prices and remuneration shall be as set out in the respective IO. Remuneration in particular comprises the media budget and the Managed Service Fee / MINT Fee.

For Self-Managed Services or the use of programmatic technologies provided via MINT Square (e.g. demand-side platforms such as The Trade Desk, Adform or Active Agent), the commercial terms shall be governed by the Master Service Agreement (“MSA”) concluded between the Client and MINT Square. The MSA sets out, inter alia, the conditions for the use of the relevant Technology Platforms, pricing structures, minimum budgets, technical requirements and billing models.

MINT Square provides the technological integration on the basis of the agreements and conditions that MINT Square itself has concluded with the respective Technology Platforms. No direct contractual relationship is created between the Client and the Technology Platforms.

All prices are exclusive of statutory value-added tax (VAT).

The Client shall be deemed in default at the latest if payment is not made within thirty (30) days after the payment due date and receipt of the invoice.

The total costs of a campaign shall be invoiced prior to campaign start. The campaign will only be activated once full payment has been received in cleared funds on MINT Square’s bank account.

The standard payment term is twenty-one (21) days from the invoice date; however, payment must in any event be received no later than five (5) business days prior to the scheduled campaign start.

Any bank charges or other transaction fees shall be borne by the Client. Where fees are deducted by the bank when the invoice is paid, the available campaign budget shall be reduced accordingly.

The sole basis for media buying is the net amount actually credited to MINT Square’s bank account.

In the event of payment default, MINT Square shall be entitled to charge default interest at a rate of nine (9) percentage points above the applicable base interest rate. In addition, MINT Square shall be entitled to a flat compensation amount of EUR 40. MINT Square reserves the right to claim further damages. If the Client is in default for more than fourteen (14) days, MINT Square may pause the campaign or terminate the contract for cause.

Each Insertion Order applies exclusively to the campaign described therein and shall terminate automatically upon completion of the campaign and delivery of the final campaign report.

Either Party may terminate the agreement for cause with immediate effect and without observing any notice period. Cause exists in particular if:

1. A Party materially breaches a contractual obligation and fails to remedy such breach within a reasonable cure period following written notice;
2. The Client is more than fourteen (14) days in default of payment;
3. An application for the opening of insolvency proceedings over a Party’s assets is filed, such proceedings are opened, or the opening is denied for lack of assets;
4. A Party violates applicable legal requirements—particularly obligations under the EU Regulation on the Transparency and Targeting of Political Advertising (TTPA)—in such a manner that continuation of the contractual relationship becomes unreasonable for the other Party.

In the event of early termination by the Client, the Client remains obligated to pay for all services already rendered, as well as for any media services already purchased. Any amounts already paid for services not yet rendered shall be refunded on a pro rata basis, provided such amounts have not already been remitted to third parties (e.g., Publishers) or are required to cover damages.

MINT Square shall be liable without limitation for damages arising from injury to life, body or health caused by negligent breaches of duty by MINT Square or by intentional or negligent breaches of duty by its legal representatives or vicarious agents. MINT Square shall also be liable without limitation for all other damages resulting from intentional or grossly negligent breaches of duty by MINT Square or by its legal representatives or vicarious agents.

In the event of a slightly negligent breach of material contractual obligations (“cardinal obligations”), MINT Square’s liability shall be limited to the foreseeable damages that are typical for this type of contract. Material contractual obligations are those the fulfilment of which is essential for the proper performance of the Agreement and on the observance of which the Client may regularly rely.

For slightly negligent breaches of non-material obligations, liability on the part of MINT Square is excluded.

The above limitations of liability shall not affect liability under the German Product Liability Act (Produkthaftungsgesetz), nor liability for damages resulting from fraudulently concealed defects or from guarantees assumed by MINT Square.

Warranty MINT Square intermediates services of third parties (Publishers/Inventory Providers, Technology Platforms) as part of campaign execution. MINT Square shall be liable for acts or omissions of such third parties only to the extent that MINT Square has failed to exercise the due care required in their selection or engagement.

The Client indemnifies MINT Square against all third-party claims resulting from the breach of statutory provisions by content, advertising material, or information provided by the Client. This includes in particular:

• any unlawful or non-contractual use of the services by the Client,
• any breach of these GTC or of statutory obligations by the Client, or
• any content, materials or advertising provided by the Client.

This indemnification obligation does not apply where the Client demonstrates that it is not responsible for the circumstances giving rise to the claim.

The Client shall notify MINT Square of any defects in the services without undue delay after becoming aware of such defects, in text form.

In the event of defects, MINT Square shall, at its discretion, be entitled to remedy such defects either by rectifying the defect or by re-performing the affected services. The Client shall grant MINT Square a reasonable period of time to effect such cure.

If the cure fails, the Client may, at its discretion, reduce the remuneration or withdraw from the contract. Withdrawal shall be excluded in the case of minor defects.

Warranty claims shall be time-barred twelve (12) months after acceptance of the services. This limitation period shall not apply to claims based on intent or gross negligence, nor to claims for damages arising from injury to life, body or health; statutory limitation periods shall apply to such claims.

The Client is obliged to notify MINT Square of any recognizable defects without undue delay after becoming aware of them, and at the latest within the time limits specified in Section 3.g), in text form.

In the event of a grossly negligent or intentional breach of the obligation to give notice, warranty claims shall be excluded to the extent that MINT Square was prevented from remedying the defect due to the delayed notification.

The Client represents and warrants that it holds all intellectual property rights, licences, consents and other permissions required in respect of the advertising materials, content and other materials provided to MINT Square, and that such materials may lawfully be used for the purposes contemplated under the respective contractual arrangements.

The Client grants MINT Square the non-exclusive rights of use required to perform the agreed services in relation to the materials provided by the Client. Such rights of use shall be limited in scope to what is necessary for contractual performance and shall be limited in time to the term of the respective contractual relationship, unless a longer use is required for documentation, compliance or statutory retention purposes. No transfer of ownership or exclusive rights is intended or implied .

The Client grants MINT Square the right to use the Client’s name and logo for sales and marketing purposes, including in reference materials. This consent may be revoked at any time by written notice sent by email to marketing@mint-square.com. Any public announcements or publications (including press releases) shall require the Client’s prior consent in text form.

To the extent that MINT Square processes personal data on behalf of the Client, MINT Square acts as a processor within the meaning of Article 28 of the General Data Protection Regulation (“GDPR”). For this purpose, the Parties shall enter into a separate data processing agreement (“MINT DPA”).

Where no separate data processing agreement has been concluded, the provisions of the MINT DPA available at Data Privacy shall apply automatically.

Each Party shall comply with the applicable data protection laws and regulations, in particular the GDPR and the German Telecommunications and Telemedia Data Protection Act (TTDSG).

The Client remains solely responsible for ensuring the lawful collection and processing of personal data in connection with its advertising campaigns and warrants that all required legal bases, consents and disclosures are in place.

MINT Square shall implement appropriate technical and organisational measures in accordance with Article 32 GDPR to protect the personal data processed. The Client shall likewise ensure that appropriate security measures are applied when transmitting data to MINT Square, including, where appropriate, encryption of sensitive data and the use of secure transmission channels.

The Client further warrants that all content, advertising materials and data provided to MINT Square comply with applicable data protection laws and that all required consents and legal bases for their processing exist. The Client shall inform MINT Square without undue delay of any data protection incidents or violations occurring in connection with a campaign.

This Section applies to all advertising campaigns that fall within the scope of Regulation (EU) 2024/900 on the Transparency and Targeting of Political Advertising (“TTPA”), including, without limitation:

• political advertising within the meaning of the TTPA;
• advertising relating to socially relevant or public policy topics;
• advertising in connection with elections, referenda or political actors.

The Client shall inform MINT Square without undue delay, fully and truthfully if:

• a planned campaign constitutes or may constitute political advertising within the meaning of the TTPA;
• targeting or amplification techniques subject to the TTPA are intended to be used;
• the nature of an ongoing campaign changes in a manner that may bring it within the scope of the TTPA.

Such information shall be provided no later than at the time of order placement and, in the event of subsequent changes, immediately upon becoming aware thereof.

For campaigns subject to the TTPA, the Client undertakes to comply with all applicable transparency obligations, including in particular:

1. political advertising is clearly and unambiguously identified as such;
2. the sponsor of the advertising is transparently disclosed;
3. information regarding the financing of the advertising is provided .

1. whether and which targeting or amplification techniques are used;
2. the data sources and categories used for targeting purposes;
3. the criteria applied for audience selection;
4. compliance with the restrictions applicable to special categories of personal data under the TTPA.

1. provide all information required under the TTPA in full;
2. retain the documentation for the legally prescribed period;
3. grant MINT Square access, upon request, to all information required for TTPA compliance.

MINT Square shall, based on the information provided by the Client, to the extent technically feasible and legally required:

• integrate TTPA-relevant information into advertising materials;
• forward such information to Publishers or Inventory Providers where required by law or contract;
• document and archive the relevant campaign materials.

MINT Square shall retain TTPA-relevant campaign documentation for a period of seven (7) years after the end of the campaign, unless longer statutory retention periods apply. The Client shall be granted access to such archived documentation upon request.

The Client acknowledges that:

• Publishers and Inventory Providers may impose their own TTPA-related compliance requirements;
• Publishers may reject or restrict political advertising at their discretion and without stating reasons;
• the availability of inventory for political advertising may be limited;
• additional costs or restrictions may arise as a result of Publisher requirements.

MINT Square shall inform the Client of any such restrictions as soon as they become known.

• the correct classification of its advertising as political or non-political;
• the completeness and accuracy of all TTPA-relevant information;
• compliance with all substantive requirements of the TTPA;
• the lawful collection and use of data for targeting purposes in compliance with TTPA restrictions;
• where the Client acts as an agency or intermediary for an end customer: contractually passing on all TTPA obligations to the end customer and ensuring their compliance.

• incomplete or incorrect information provided by the Client;
• omitted or delayed notifications by the Client;
• TTPA breaches for which the Client is responsible.

Where administrative fines or sanctions are imposed on MINT Square due to violations attributable to the Client, the Client shall reimburse MINT Square for such amounts. The indemnification shall also cover reasonable legal defence costs, including statutory attorneys’ fees and court costs. The indemnification obligation shall not apply to the extent that MINT Square has incorrectly transmitted or processed the information provided by the Client.

MINT Square shall notify the Client without undue delay of any asserted claims and shall, to the extent reasonable, grant the Client the opportunity to comment and to participate in the defence.

In the event of TTPA violations attributable to the Client, MINT Square shall be entitled to:

• immediately pause or terminate the affected campaign;
• terminate the contract for cause in accordance with Section 5.b);
• retain amounts already paid to the extent such amounts have been forwarded to publishers or are required to cover damages, third-party claims or administrative sanctions.

Any unused remaining amounts shall be refunded to the Client.

The Client undertakes to support MINT Square without undue delay in connection with any inquiries by supervisory authorities relating to TTPA compliance and to provide all information required for such purposes.

MINT Square shall be entitled to amend this Section if the legal requirements of the TTPA or their interpretation by authorities or courts change.

The Client shall be informed of any material amendments in text form. The amendments shall be deemed approved unless the Client objects in text form within four (4) weeks of receipt of the amendment notice.

MINT Square shall specifically inform the Client, in the amendment notice, of the significance of the objection period and the legal consequences of failing to object. In the event of an objection, the previous provisions shall continue to apply

Each Party undertakes to keep confidential all Confidential Information of the other Party obtained in the course of the contractual relationship and to use such information solely for the purposes of performing the agreement.

“Confidential Information” means information which is not, as a body or in the precise arrangement and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with this kind of information and therefore is of commercial value, which is subject to reasonable secrecy measures by the disclosing party under the circumstances, and in respect of which there is a legitimate interest in maintaining secrecy. . Confidential Information includes, in particular but not exclusively:

The confidentiality obligation shall not apply to information that:

• is or becomes publicly known without breach of a confidentiality obligation;
• was lawfully known to the receiving Party prior to disclosure;
• is lawfully received from a third party without a confidentiality obligation;
• must be disclosed due to statutory or regulatory requirements or by order of a court or authority, provided that the other Party is informed in advance to the extent legally permissible.

These GTC, together with the applicable Insertion Order, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior oral or written agreements, understandings or arrangements relating thereto. There are no verbal side agreements.

Any amendments or supplements to the agreement, including these GTC, must be made in text form to be valid. This also applies to any waiver of the requirement of text form itself.

If any provision of these GTC is or becomes invalid, unenforceable or void, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, a valid provision shall be deemed agreed that most closely reflects the economic intent of the Parties at the time the contract was concluded. The same shall apply in the event of any contractual gaps.

The Client may not assign or transfer its rights or obligations under this agreement to third parties without MINT Square’s prior written consent. This restriction shall not apply to the assignment of the Client’s monetary claims.

This agreement shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement shall be Düsseldorf, Germany, provided that the Client is a merchant, a legal entity under public law or a special fund under public law.