General Terms and Conditions for Distribution of Releases via APA-OTS Originaltext-Service
1. SUBJECT MATTER OF THE CONTRACT
1.1. “OTS” and “APA-OTS Tourismuspresse” are products of APA-OTS Originaltext-Service GmbH, Laimgrubengasse 10, A-1060 Vienna, which will hereinafter be referred to as “APA-OTS”.
1.2. The subject matter of the contract shall be distribution of OTS releases in text, image, graphical, audio, video and other file formats. The Customer commissions APA-OTS to disseminate original information via the APA-OTS data networks.
1.3. APA-OTS shall transmit and publish the OTS releases to all addressees stated in the relevant media distribution list (print media and electronic media, online media, press agencies, etc.) for their information and further use.
1.4. The Customer agrees to his/her being regularly or irregularly informed of products and services of APA via email. This consent may be revoked by the Customer in writing at any time.
2. TRANSMISSION OF THE RELEVANT CONTENTS
2.1. In all cases the following shall apply: APA-OTS shall neither edit nor revise in any form whatsoever the contents of the texts and attachements received but take them as they are. The Customer will always be exclusively responsible vis-à-vis APA-OTS for the contents of the texts to be distributed, independent of whether he is the author/proprietor of the release or whether the contents are drafted by third parties (e.g. a PR agency). For every release an author/proprietor and/or the person who is responsible for the contents shall be advised. APA-OTS only reserves the right to adjust the header of the release later on if it blatantly differs from the editing standards, in order to ensure that the texts will be delivered to the systems of editorial offices in the optimum technical way.
2.1.1. The Customer shall transmit the release via the OTS editing system (OTS manager). Transmission of the release via email, fax or other modes of transmission shall be subject to a charge. Typing or copying errors made by APA-OTS cannot be excluded. Transmission of videos via FTP or download-links (e.g. WeTransfer).
2.2. For technical reasons the Customer shall comply with the layout requirements of the system:
- insert a header
- use a title and subtitle (“Utl”.:) in the case of a long heading
- insert contact details (“Rückfragehinweis”:), indicating the name of the Customer including phone number or email address. Those details have to be provided to identify the Customer of the relevant release. If the Customer is not the contact person, such person may be stated in addition.
In this connection APA-OTS reserves the right to edit the release with respect to the layout only but it will in no case modify the contents.
2.3. APA-OTS will automatically equip every OTS release with the following necessary lines:
- allocation of a serial number, allocation to a department and date
- the note: “OTS-ORIGINALTEXT AUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWOR-TUNG DES AUSSENDERS – WWW.OTS.AT” *** [release of original OTS text subject to the exclusive responsibility of the Customer] or *** “TP-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS – WWW.TOURISMUSPRESSE.AT” *** [original TP text press release subject to the exclusive responsibility of the issuer] ***
2.4. Depending on the agreement, lines or words generated for the purposes of paragraphs 2.2 or 2.3 shall be counted as a lump sum and charged accordingly.
3. FEEDING CONTENTS INTO THE SYSTEM
3.1. APA-OTS will always endeavour to publish the contents immediately or after the holdback period or considering broadcasting time requested by the Customer, if any. Depending on the contract, authorisation to send the same directly may also be granted
3.2. APA-OTS reserves the right to reject certain contents. This shall include but not be limited to releases
(a) the contents of which violate applicable laws,
(b) containing defamatory statements,
(c) from organisations that are officially prohibited.
However, in the cases described in paragraphs (a) or (b) APA-OTS shall at first talk to the Customer and try to make proposals to help avoiding objectionable wordings. Actual changes shall, however, exclusively be made subject to an express request of the Customer, whereupon the changed text will be entered into the system. APA-OTS shall make no changes to the contents itself without the Customer’s instruction in this regard either, i.e. also in this case the information contained in the release shall be the exclusive responsibility of the Customer.
3.3. Upon publication the releases will be automatically stored in APA-OTS’s database or portals and partner portals on a regular basis; duration of storage may depend on the service rendered. Storage shall not be part of the service of APA-OTS for which a charge has to be paid, which is why the Customer shall neither be entitled to storage nor to a certain duration of storage.
3.4. APA-OTS shall not distribute extremely abbreviated releases (teasers) which include a note that more detailed information can be retrieved from a different information system. This is to maintain the integrity of APA-OTS as an original and primary source of information with a complete archive.
3.5. In principle, an obligation on the part of APA-OTS to delete OTS releases from the database may only arise out of a court order or on the basis of statutory provisions (e.g. the Austrian E-Commerce Act [E-Commerce-Gesetz]). If a third party approaches APA-OTS because they want a release to be deleted, APA-OTS shall notify the Customer thereof. The Customer shall immediately decide whether the release is to be deleted or not and shall fully indemnify and hold harmless APA-OTS irrespective of deletion or non-deletion. The Customer shall indemnify APA-OTS in accordance with Clause 4 against any claims of third parties that may result from deletion orders or the consequences thereof. If it is not possible to obtain an immediate statement from the Customer for whatsoever reasons or if no such statement is received although it was asked for, APA-OTS shall in any case be entitled to fully delete the relevant contents and to remove the same from all networks to ward off potential legal problems; in that context no legal examination with respect to the right to ask for deletion shall be required. A deletion for the said reason shall in no case constitute a breach of contract.
3.6. If a third party, in particular courts/public prosecutors, the police or administrative authorities, should approach APA-OTS to obtain data of the Customer, APA-OTS shall immediately notify the Customer thereof. The Customer shall immediately advise APA-OTS whether he wants the relevant data to be disclosed. If it is not possible to obtain an immediate statement from the Customer for whatsoever reason or if no such statement is received immediately although it was asked for, APA-OTS shall in any case be entitled to meet the request for information by a court/public prosecutor, the police or an administrative authority and to disclose the data they requested to ward off potential legal problems; in such cases APA-OTS does not have to check whether such a request is lawful. In such cases disclosure shall in no case constitute a breach of contract. The Customer shall indemnify APA-OTS in accordance with Clause 4 against any claims of third parties that may result from requests for information or the consequences thereof. This shall, in particular, apply where a statutory obligation to disclose data exists and where the Customer refuses disclosure because of the existing contractual relationship with APA-OTS. If a statutory obligation exists, APA-OTS shall in any case be entitled to disclose necessary data.
3.7. Releases via web portals of APA-OTS may be shown on other websites exclusively for information purposes to an extent that is limited as to time and number. The persons who are authorised to do so will be stated on the media distribution list. APA-OTS or the Customer may revoke such authorisations at any time.
4. LEGAL RESPONSIBILITY
4.1. If in connection with OTS releases legal or administrative proceedings of any type whatsoever are instituted or if demands from third parties or their legal counsel are received by APA-OTS (this refers, in particular, to alleged violations of provisions of the Austrian Criminal Code [Strafgesetzbuch/StGB] or the Austrian General Civil Code [ABGB] in conjunction with the Austrian Media Act [MedienG], e.g. libel, defamation, slander, etc.), the following shall apply:
The Customer undertakes to reimburse APA-OTS any and all costs incurred in the course of publication of OTS releases and ensuing steps taken or proceedings instituted by whomsoever before courts, public authorities or by a lawyer.
Such costs shall include but not be limited to: any costs incurred by APA-OTS for legal counsel; costs incurred by the opponent for legal counsel as well as any court fees APA-OTS is ordered to reimburse; any fines, compensation and indemnification payments APA-OTS is ordered to pay or make according to applicable statutory provisions or which it agrees to pay under an out-of-court settlement.
4.2. The Customer shall only be released from his obligation to reimburse costs if the opponent is ordered to reimburse the costs and actually does so. In this connection it has to be observed that APA-OTS shall only have to prove the order to make payment. APA-OTS shall not need to take any other steps, in particular no enforcement actions against the opponent.
4.3. The Customer shall not be allowed to assign his distribution contract to third parties. Assignment means, in particular, where the contact details stated in the release are not in line with those allocated to the Customer. Assignment also means a situation where other contact details are stated. In the case of such an assignment APA-OTS shall, in addition to the existing agreement, charge the Customer a fee for a single distribution according to the price list.
4.4. The Customer warrants that he holds all necessary copyrights and related proprietary rights to the contents provided for the OTS release (including but not limited to text, image, graphical, audio and video data) and shall in any case indemnify and hold harmless APA-OTS from and against related claims of third parties.
4.5. The contents delivered by the Customer to APA-OTS may be used for editorial purposes by third parties in whole or in part in whatsoever form in any medium. If the Customer wants copyright notes to be affixed outside the text (in particular images, graphics or videos) he shall affix the same as early as upon delivery to APA-OTS. APA-OTS shall then inform the users of its services about compulsory use of such notes.
Apart from that, APA-OTS shall not be subject to any other obligation and can, in general, not be held liable for any misuse of the Customer’s contents by third parties
5. INTERNATIONAL DISTRIBUTION
5.1. When distributing releases abroad the Customer shall observe the applicable laws of the target country and of the relevant distribution partner with respect to the contents of his release and shall fully indemnify and hold harmless APA-OTS in this respect. APA-OTS also reserves the right to reject releases regarding certain topics on legal grounds.
6. PRICES AND TERM OF CONTRACT
6.1. A current price list may be requested via mailto: email@example.com at any time.
6.2. APA-OTS shall be entitled to valorise and change the prices for OTS services, provided that they concern purchase contracts that are not limited in time.
6.3. Contracts that have been concluded for an unlimited period of time may be terminated as of the end of any calendar year by giving three months’ written notice. No right to terminate the contract early for cause in writing and with immediate effect shall be affected thereby (in particular late payment by the Customer despite a written reminder, or insolvency of the Customer).
7. TERMS OF PAYMENT
7.1. Invoices shall be payable immediately upon receipt without any deductions. In the case of late payment APA-OTS shall be entitled to charge default interest of 1% per month.
7.2. The Customer as the contracting party shall always be the party who is liable to pay, even if he uses OTS services on behalf of a third party (e.g. a PR agency). In that case, if an invoice issued to the Customer’s customer is not paid, the Customer shall be directly liable to pay the invoice, without APA-OTS having to take any further dunning steps.
8. PLACE OF JURISDICTION
8.1. Austrian law shall apply. The court in Vienna having jurisdiction over commercial matters shall be the exclusive place of jurisdiction.
Update: August 2014