General Terms and Conditions for online advertising
Valid from 1 January 2020
1. Scope of application
1.1 These General Terms and Conditions regulate the contractual relationship between audienzz AG (‘audienzz’) and an advertiser (‘Advertiser’) for advertising orders of publisher-owned or brokered websites of audienzz.
2. Conclusion of contract
2.1 The contract for online advertising between audienzz and the customer comes into force when the order confirmation is sent by the customer via email or upon the signing of a separate agreement by audienzz and the customer.
2.2 By sending the order confirmation, activating the campaign via the self-booking tool or signing the separate agreement, the customer agrees to the content of the General Terms and Conditions.
2.3 The customer’s terms and conditions do not apply, even if audienzz has not expressly objected to such application.
2.4 audienzz is entitled to amend the General Terms and Conditions at any time. Amendments also apply with immediate effect to current orders. audienzz shall inform its customers of any amendments at least 30 days in advance.
3. Online advertising
3.1 audienzz shall provide the services agreed with the customer in accordance with the respective current prices for online advertising material published on www.audienzz.ch. As part of the self-booking process via www.adconsole.ch, the customer can decide the net/net price per click (not eligible for discount or VMK), subject to a minimum amount. audienzz does not undertake to deliver the booked service (in full) and if the ‘cost-per-click’ is too low, this may result in under-delivery.
3.2 The advertising material offered by audienzz is published on www.audienzz.ch under online/mobile. audienzz is entitled to change the advertising material or remove it from their scope of services at any time.
3.3 For digital advertising, the Advertiser must deliver suitable advertising material (banner, target URL, TAG) that is free from defects in full to audienzz by emails at [email protected] in accordance with the specifications (available at www.audienzz.ch) by 2 p.m. at the latest one working day before the first agreed placement date. For special advertising formats, media must be sent by 2 p.m. at least three working days prior to the email address mentioned above. In the event that advertising material does not meet the specifications, audienzz will request a replacement. In the event of improper advertising material, in particular late delivery or subsequent exchange of advertising material, no guarantee is assumed for the agreed placement of the advertising material. If the Advertiser wishes to exchange or change advertising material after the aforementioned deadlines have passed or deviate from a possible existing circuit diagram, audienzz shall check whether these changes can still be made with regard to the originally agreed order. If changes cannot be made, the original agreement remains in force.
4. Further rights and obligations of audienzz
4.1 audienzz is entitled to change the content and appearance of its websites at any time.
4.2 audienzz may consult with third parties for the provision of its services.
4.3 audienzz is entitled to reject advertising bookings from the customer without stating its reasons.
4.4 audienzz does not assume any liability for the proper running of its websites and services at all times. 4.5 audienzz optimizes the delivery of all advertising orders on the available inventory across products if required.
5. Responsibility for the content of the customer
5.1 The customer bears sole responsibility for the content provided by them for publication by audienzz.
5.2 The customer undertakes to check their content, advertising material, products and other information to ensure that they are in compliance with legal requirements.
5.3 audienzz is entitled to remove immoral or illegal content of the customer (such as, in particular, depictions of violence; pornographic or racist content; calls for violence or criminal offences; games and bets that violate the Swiss lottery act; unsolicited advertising mailings (spam); content that violates the rights of third parties, such as copyrights, trademark rights, design rights, patent rights or personal rights; content that violates the unfair competition act or relevant advertising regulations, e.g. for tobacco, alcohol, medicines, food advertising, etc.) from an audienzz website at its own discretion at any time without consultation with the customer. The customer is not entitled to any claims against audienzz as a result of such removal.
5.4 If audienzz or a body or employee of audienzz is held liable under criminal, civil or administrative law due to content or advertising material or other conduct of the customer, the customer shall immediately and fully indemnify and hold harmless the party concerned (including court fees and reasonable legal costs). The right of the party concerned to claim reimbursement against the customer is reserved.
6. Editorial freedom of audienzz
6.1 The editorial freedom of audienzz must be fully preserved and cannot be restricted in any respect by the services to be provided by audienzz for the customer.
6.2 The editorial freedom of audienzz also includes the design of the audienzz website (e.g. the division of the channels). If the customer’s advertising material is replaced by other material of at least equal value, this does not entitle the customer to a price reduction or other compensation from audienzz.
7. Remuneration, offsetting restriction
7.1 The client shall pay audienzz the remuneration specified in the order confirmation or in the contract plus VAT. For the invoicing of variable costs, the tracking system is decisive. This provides information about measured variables such as clicks, leads, turnover (order value). The tracking system of audienzz is the only decisive factor. In the case of a discrepancy between audienzz’s tracking system and that of the customer, up to 10% difference is disregarded when invoicing. If the discrepancy exceeds 10%, audienzz shall attempt to reach an agreement with the customer.
7.2 If audienzz is dependent on the customer’s statement of account due to the agreed remuneration model (e.g. in the case of revenue sharing), the customer shall provide audienzz with a detailed statement of account by the 20th of the following month in each case. audienzz is entitled to have the customer’s statement of account audited by an independent auditor or computer scientist. If the audit results in a deviation of more than 5% to the disadvantage of audienzz, the customer shall pay the entire costs of the audit. audienzz shall invoice the client monthly on the basis of the (corrected) statement of account.
7.3 The customer is not entitled to offset counterclaims against audienzz.
7.4 Cancellation terms: - Offered and reserved campaigns: no cancellation fees - Cancellation of a confirmed campaign: 25% of the net costs of the campaign. - Cancellation within 7 days of the start of a campaign: 50% of the net costs of the campaign. - Cancellation of an ongoing campaign: 100% of the net costs of the campaign.
7.5 audienzz charges the effective amount after completion of the self-booking campaign, depending on the number of clicks achieved. In case of credit card payment, CHF 500.00 will be charged directly to the credit card specified. At the end of the campaign, the credit card will be charged for the remaining amount. The customer receives an invoice by email after each debit.
8. Property rights
8.1 All property rights (copyrights, trademark rights, design rights, etc.) to content, logos, layouts, etc., which are accessible on the audienzz websites, belong to and remain with audienzz or the third parties who have made them available to audienzz.
8.2 The customer’s rights to their own content, logos, layouts, etc. remain reserved.
9. Data protection
9.2 The customer shall take appropriate technical measures to ensure data security.
10. Liability of audienzz
10.1 The liability of audienzz for direct damages is limited to the remuneration to be paid by the customer; in the case of contracts lasting longer than one month, it is limited to the remuneration to be paid by the customer on a monthly basis. The liability of audienzz for indirect damages, such as loss of profit and consequential damages, is expressly excluded. Mandatory statutory requirements remain reserved.
10.2 audienzz is not liable for misuse by third parties (e.g. hackers, senders of computer viruses), for malfunctions and insufficient security of telecommunications networks and the Internet or for the costs of any support services provided by the customer or by third parties commissioned by the customer.
10.3 audienzz is also not liable for the correctness, up-to-dateness and completeness of content (texts, images, language, sounds and other data) accessible via the audienzz websites or for the loss of data of the customer.
11. Termination for good cause
11.1 audienzz is entitled to terminate the contract for good cause – i.e. if the customer fails to meet their payment obligation despite two reminders.
11.2 In the event of termination for good cause, the customer shall reimburse audienzz for the difference between the discount granted and the discount as calculated after termination in relation to the actual placements of the advertising material. All further claims of audienzz arising from the termination are expressly reserved.
12. Other provisions
12.1 Both parties shall treat the information of the other party that is neither publicly known nor publicly accessible as strictly confidential.
12.2 Rights and obligations arising from the contract concluded with audienzz may only be assigned to a third party with the written consent of audienzz.
13. Place of jurisdiction and applicable law
13.1 The sole place of jurisdiction is Zurich (Zurich 1). Swiss law is applicable, to the exclusion of the Swiss Federal Act on Private International Law (PILA).