General Advertising Terms and Conditions
- These Advertising Terms and Conditions together with the applicable offer provisions and rates of Sentifi AG, Mythenquai 26, 8002 Zürich (hereinafter “Sentifi”), and the media marketed by Sentifi (hereinafter jointly referred to as “publisher”) apply for all advertising orders from advertisers (hereinafter “advertising orders”) concerning the publication of ads and other advertising media (hereinafter “advertising media”) in the publisher’s websites (hereinafter also “publisher’s products“ or “Sentifi’s products“).
- Unless otherwise agreed in writing between the advertiser and the publisher, these Advertising Terms and Conditions shall apply exclusively.
- The advertiser’s terms and conditions will not be recognised, unless they coincide with these Advertising Terms and Conditions.
ADVERTISING ORDERS, CHANGES AND SUSPENSIONS
- Advertising orders may be placed by the advertiser personally, in writing (also by e-mail or fax) or programmatically. The advertising order shall come into existence with legal effect upon the written (also by e-mail or fax) order confirmation through Sentifi or, if this is unusual (e.g. order placement by telephone) or has not been expressly requested by the advertiser, no later than at the time of publication resp. delivery of the advertising media.
- Changes and suspensions of definitively placed advertising orders by the advertiser are possible at any time. In this case, any Sentifi expenses and loss of income which are incurred by Sentifi or its publishers as a result of the suspension of the advertising order must be reimbursed in full by the advertiser.
- Sentifi’s or its publishers’ liability for errors when transferring advertising orders, their change, suspension or displacement is excluded.
LAYOUT, DELIVERY AND CONTENT OF ADVERTISING MEDIA
- The advertiser is responsible for the timely production and delivery of suitable and error-free advertising media. The advertiser in this regard must comply with the technical and time requirements, standards, specifications and conditions of the currently applicable offer provisions and rates. The consequences of advertising media delivered too late or which is defective shall be borne by the advertiser. For digital advertising media, it must additionally ensure that these do not contain any viruses, Trojans or the like; if it does not comply it shall be liable for any damages.
- If the publisher or Sentifi assumes the production of advertising media on behalf of the advertiser, the advertiser must bear the costs for the production as well as for changes to originally agreed designs requested by or imputable to the advertiser unless otherwise agreed in writing and make available the documents and information required for this (text, images, videos etc.) in good time beforehand.
- Screenshots for campaigns shall be delivered by Sentifi only at the advertiser’s express request and are available only for Direct Insertion orders and exclude any programmatic campaigns.
- The advertiser alone is responsible for the content of the published advertising media, amendments and applicable updates.
- The advertiser must ensure that web pages that advertising creatives are linked with are functional and kept up-to-date during the entire period of the setup or delivery.
- The name and logo of the publisher, Sentifi and its products and advertising media may be used only with Sentifi’s prior written agreement (also by e-mail or fax).
- Advertising media shall be sent back to the advertiser by Sentifi only in the case of an express written instruction at the time of delivery to Sentifi. Sentifi’s obligation to store advertising media and masters in safekeeping shall end in each case after the termination of the delivery of the advertising media.
POLITICALLY AND EDITORIALLY SIMILAR ADVERTISING MEDIA
- Advertising media which obviously is intended to bring about opinion shaping, especially influencing elections and voting must appear early enough before the time of going to the polls so that the opposing side is also given the possibility to place advertising media before the date of the election or voting, and contain information on the client. In other respects, the currently applicable Sentifi guidelines shall apply.
- Advertising media must be clearly recognisable as such by readers and users and be able to be distinguished from the editorial part in layout and font. Sentifi or its publishers reserves the right to include an additional identification through a heading “ad”, “advrt.”, “advertising”, “sponsored” or “advertorial”.
EDITION AND PLACEMENT REQUESTS
- Websites and placement requests shall be taken delivery of without obligation to publish. Sentifi reserves the right to defer advertising orders for technical reasons and without cost implications for the advertiser, without further inquiry to the advertiser.
- If advertising media does not appear, or appears at a different place, or the delivery of the advertising media is published later as a result of a technical disruption, the advertiser shall not be entitled to any damages or reparations.
- If advertising media is not published, however, the advertiser’s claim for publication of the advertising media shall continue to exist and the parties shall amicably seek a suitable time for the subsequent publication.
- Any right of the advertiser to claim exclusivity or non-competition is excluded.
DELIVERY OF ADVERTISING MEDIA
Sentifi is entitled to request changes to the advertising media at any time or reject or suspend advertising media without stating reasons. This applies in particular if their content violates statutory provisions or administrative orders or industry rules, if their content comes under criticism from any authority in connection with a complaint, or if their delivery at Sentifi’s objective discretion is unacceptable due to the content, the layout or the origin of the advertising media or for technical reasons.
WARRANTY, NOTICE OF DEFECTS, SENTIFI’S LIABILITY
- Sentifi shall make every effort to ensure the best possible publication of the advertising media corresponding to the usual technical standard in each case and warrants accordingly the contractual execution of the advertising orders.
- The advertiser is aware that according to the state of the art it is impossible to ensure the uninterrupted availability of the systems and a flawless delivery at all times. Sentifi in particular does not warrant any availability or freedom from errors, defects or disruptions. Furthermore, defects and disruptions not imputable to or not amenable to the influence of Sentifi such as force majeure, impairments caused by third parties as well as third party deliveries and services (e.g. disruptions of the communication networks, line, server or electricity failures) are as well excluded from the warranty.
- Complaints (notices of defects) must be notified to Sentifi by the advertiser in writing (also by e-mail or fax); in the case of obvious defects without undue delay after delivery of the advertising media, in the case of hidden defects upon their discovery. If the advertiser omits to give notice of defects without undue delay, the delivery of the advertising media shall be considered to be authorised.
- In case of a defective delivery of advertising media imputable to Sentifi and timely notice of defects, the advertiser shall be entitled to claim a flawless replacement delivery. A corresponding claim shall only exist if and insofar as the sense and the advertising effect was impaired through the defective delivery. No claim for flawless replacement delivery shall exist in case of deviations from typographic regulations or defective code signs (QR codes, bar codes etc.). Furthermore, any replacement delivery shall be excluded if as a result Sentifi would incur disproportionate costs. Claims for price reduction are excluded.
- Failures of delivery of digital advertising media which have been caused through malfunctions of the ad-server, and last more than 10% of a time-bound fixed booking, entitle the advertiser to assert a corresponding subsequent delivery. That is, an extension of the delivery lasting the same amount of time as the failure of delivery that occurred, if and to the extent the required delivery of advertising impressions may no longer be reached during the booked period.
- The warranty claims under Item 7.4 to Item 7.5 shall be understood to be conclusive. The advertiser’s claims due to defects shall become time-limited to one year after the delivery of the advertising media.
- Sentifi is liable only for intent and gross negligence. In any case Sentifi’s liability for consequential damage and lost sales revenue and profit is excluded. The above-mentioned exclusions and restrictions of Sentifi’s liability also apply to the personal liability of its employees, executive bodies and auxiliary persons.
- In the case of non-compliance with Sentifi’s content-related, technical and time requirements and recommendations on the delivery of advertising media by the advertiser, all claims due to defective delivery of advertising media shall be forfeited.
GRANT OF RIGHTS AND THE ADVERTISER’S LIABILITY FOR THE CONTENT OF ADVERTISING MEDIA
- The advertiser shall transfer to Sentifi the non-exclusive, worldwide valid right to use its advertising media to the extent required for the execution of the advertising order and the further rights granted to Sentifi in accordance with these Advertising Terms and Conditions, in particular to use the company names, marks, logos and other distinctive signs stated in these, as well as the right to reproduce, disseminate, transfer, broadcast, store, enter into and retrieve from databases, make publicly accessible, edit and where applicable reconfigure the advertising media.
- The advertiser shall bear responsibility for the content and the legal admissibility of advertising media. Sentifi is not obliged to check whether advertising media infringes regulations or third party rights. The advertiser warrants that it has acquired or can dispose of all rights of use from the holder of copyrights, neighbouring rights and other rights to insert and disseminate the advertising media provided by it and will fully indemnify Sentifi and its publishers against any third party claims due to trademark law, personality law, copyright law or other legal infringements, including the appropriate costs of legal defence.
REQUESTS FOR A RIGHT TO REPLY
- Requests for right to reply to advertising shall be dealt with by the publisher or Sentifi as far as possible in consultation with the advertiser.
- If a court action is brought against Sentifi or its publishers, the advertiser is obliged to join the proceedings after filing a third-party notice. The advertiser in any case is obliged to assume all judicial and extrajudicial costs accruing in connection with a right to reply, including the costs in accordance with the offer provisions and rates of the respective Sentifi or publisher’s product, if Sentifi or its publishers are obliged to publish a right to reply.
MANAGEMENT, CHANGE AND FURTHER DEVELOPMENT OF SENTIFI OR THE PUBLISHER’S PRODUCTS
- Sentifi or its publishers are entitled at any time to use the services of third parties for the fulfilment of its contractual obligations.
- Technical developments and enhancements as well as changes or discontinuations of Sentifi or publisher’s products are at Sentifi’s or its publishers’ sole discretion and Sentifi reserves the right to carry out these at any time. Sentifi in particular is entitled to change or adapt even at short notice the form of appearance of Sentifi’s products as well as corresponding applicable deadlines for acceptance of ads published in the offer provisions and rates.
- If a media partner contract or product is discontinued during the term of an advertising order, Sentifi may withdraw from the contract without an obligation to compensation. The withdrawal shall not release the advertiser from the obligation to pay for the advertising media published or delivered up until the discontinuation of the campaign.
- In the case of significant changes in the offering, which significantly restrict or exclude the further delivery of advertising media of ongoing or not yet ended advertising orders, the advertiser shall have a claim for a credit note for the services not yet delivered as per the implementation of the change. Unless agreed otherwise, the credit note shall be valid exclusively for the obtaining of advertising services relating to the same media product.
RATES AND PAYMENT TERMS AND CONDITIONS
- The prices, surcharges and other terms and conditions relevant to advertising orders shall result only from the currently valid offer provisions and rates for the respective products at the time of the delivery of advertising media.
- Advertising media are invoiced in accordance with ad impressions, clicks or by other means of measurement. These are determined exclusively by Sentifi’s measurements.
- Sentifi shall grant sales discounts as listed in the currently applicable offer provisions and rates. In addition, the advertiser acknowledges and agrees that Sentifi may show and deduct an order-related advisor’s commission in the invoice to the advertiser. That is, Sentifi may pay an advisor’s commission to the brokering agency or the brokering third party in the case of the brokering of orders through an agency or another third party.
- Unless otherwise provided in the offer provisions and rates applicable or explicitly agreed otherwise in particular cases, Sentifi’s invoices shall be due for payment without any deduction within 30 days of the invoice date.
- In the case of a delay of payment, a dunning charge of CHF 10.00 as well as 5% default interest shall be invoiced. In the case of enforcement, moratorium or bankruptcy, any sales discounts and advisor’s commissions shall be forfeited. Already disbursed advisor’s or publisher’s commissions may be reclaimed by Sentifi. In addition, Sentifi shall be entitled to charge an extra fee of 5% of the outstanding invoice amount, but at least CHF 50.00 and at most CHF 300.00, for administrative expenses incurred.
- Sentifi or its publishers are exclusively entitled to all copyrights and trademarks as well as to know-how in publications on which the advertiser’s advertising media is delivered.
- All information and performance evaluations collected in the course of Sentifi’s measurements of the advertiser’s media campaign are the property of Sentifi and may be used and exploited by it, for own purposes. However, Sentifi undertakes to treat this information as confidential and make it publicly available only in anonymised form. Sentifi is entitled to share all information and statistical evaluations collected with its publishers transparently.
- The advertiser acknowledges and agrees that Sentifi or its publishers may store in machine readable form and process the personal data indicated by it, where applicable also with the involvement of external service provider companies in connection with the use of Sentifi or its publisher’s services, in particular in connection with the placement and handling of the order. Sentifi and its publishers shall abide by the applicable data protection regulations, but in particular cannot warrant the confidentiality, genuineness and authenticity of the advertiser’s advertising media and data for digitally delivered advertising media. The advertiser acknowledges in this connection that personal data can also be retrievable in countries that do not have comparable data protection regulations to Switzerland.
- Besides general, non-personal, especially statistical data that Sentifi or its publishers collects and processes concerning the published or delivered advertising media, the advertiser’s personal data stored for the purpose of the handling of the advertising order may – subject to any objection raised by the advertiser – also be used for marketing purposes, to carry on market research and to improve continuously the products and offers of the affiliated companies by the publisher and Sentifi or with companies affiliated with the publishers or Sentifi. The publisher, Sentifi and the affiliated companies in this regard may collaborate with other companies and persons, that is, commission other companies or persons with the handling and storage of such data and consequently grant these access to such data if required for dealing with the functions assigned to them.
- The advertiser is entitled to revoke consent to use its personal data not concerning the direct handling of the advertising order at Sentifi’s premises at any time. The revocation must be sent in writing ( by e-mail or fax) to the following address: Sentifi AG, Mythenquai 26 8002 Zurich E-mail: firstname.lastname@example.org
AMENDMENTS TO THE ADVERTISING TERMS AND CONDITIONS; CHANGES TO THE SCALE OF CHARGES
- These Advertising Terms and Conditions replace all earlier ones. Sentifi is entitled to amend these Advertising Terms and Conditions, rates and the related applicable offer provisions at any time.
- Amended Advertising Terms and Conditions, offer provisions and rates shall in any case enter into force at the same time for all advertisers and also apply to ongoing advertising orders. However, the advertiser shall have the right to withdraw from the contract or order in the case of increases in the scale of charges within 2 weeks following written notification. In this case it shall have only a claim for sales discount that it effectively would have achieved up until the withdrawal in accordance with the scale of sales discounts.
APPLICABLE LAW AND LEGAL VENUE
- These Advertising Terms and Conditions are governed by Swiss substantive law. Insofar as these Advertising Terms and Conditions do not contain deviating regulations, in particular the regulations on work contracts (article 363 et seq. of the Swiss Code of Obligations (OR) shall apply.
- The legal venue shall be Sentifi’s registered office. However, Sentifi is allowed to bring a legal action against the advertiser at the court with jurisdiction for it. All prices are quoted plus statutory VAT. These Advertising Terms and Conditions are effective from December 1, 2018. In the event of discrepancies between the English and any other language version of this General Advertising Terms and Conditions the English version shall prevail.