1 Concept and form of the advertising contract
By concluding an advertising contract, galledia group ag (hereinafter referred to as the publisher) undertakes to have one or more advertisements appear in the designated publication, during which time the customer must pay the advertising rates. Advertising contracts are generally concluded in writing. E-mail, fax and the like are equivalent to the written form and in this respect formally valid. In addition to orders, changes or cancellations of advertisements must also be made in writing.
2. significance of the GTC
The following General Terms and Conditions (GTC) shall primarily govern the contractual relationship. Any individual written agreements shall take precedence over these GTC. On the other hand, these GTC shall take precedence over any other GTC of the customer. The GTC shall also apply to any agency and/or intermediary commissioned by the customer, whether the agency/intermediary itself (and not an end advertiser) is the customer or if it acts on behalf of the customer (the latter even if only the customer is expressly mentioned).
3. basis for ad pricing
The rates according to the current media data (link) apply. Advertising rates are always exclusive of the current VAT rate. Additional services such as the preparation of print documents, advertisement design, text templates, translations, media calculations and evaluations, etc., which go beyond the usual scope (e.g. simple distribution plans, cost calculations, etc.), are charged at the rates customary in the industry. Advertisements are always calculated on the basis of the published size. The fraction of a millimeter is charged in full. The evaluation of the publisher's ad management tool shall serve as the basis for calculating the correct execution of online advertising campaigns and for billing the same. The customer is not entitled to statistical information that goes beyond what is necessary for billing purposes.
4. rejection of advertisements
The publisher has the right to refuse advertisements without giving reasons. No claim for damages can be derived from this. Only advertisements accepted by the publisher are covered by the conclusion of a contract.
5. quantity contracts and repeat orders
Volume contracts are the purchase of specific volumes of advertisements in size (millimeters or 1/1 page or ½ page etc.) or francs during a specific period. Repeat orders are orders for advertisements that appear unchanged on predetermined dates. Volume contracts and repeat orders are generally only permitted for advertisements of a single customer. Separate contracts and discount agreements must always be concluded for advertisements of the same client from an economic point of view that appear under different names or for the account of different companies (subsidiaries, etc.). Group contracts are reserved and shall be agreed separately; the publisher shall take into account the standards customary in the industry. Unless otherwise agreed, the term of volume contracts and repeat orders shall commence at the latest on the date of the first insertion. It shall generally be 12 months; in the case of a first insertion by the 15th day of a month, this day shall also be counted.
6. discounts
For each volume contract, the customer is entitled to the standard contract discount (see the details in the media data). Repeat discounts are granted on orders that contain the number of advertisements (within 12 months) corresponding to the discount conditions. The size may not be changed; texts or subjects may only be changed if they are full print material. Discount agreements with customers with an annual sales premium always end with the calendar year. The discount resulting from the amount of the contract specified when the contract is concluded can also be adjusted during the term of the contract at the customer's request by specifying a new amount. In the case of gross contracts, the discount or annual sales premium is credited after expiry of the discount agreement. If the volume of advertisements placed within a year exceeds the planned contract amount, the discount will be calculated on the total volume and the customer will be granted a retroactive discount in accordance with the discount provisions. If, at the end of the term, the quantity purchased does not reach the planned volume, the customer will receive an additional discount in accordance with the discount provisions. If the customer terminates the contract due to a change in tariffs (see Section 15), the customer is entitled to the discount that corresponds to the quantity actually purchased in accordance with the discount provisions.
7 Obligations of the customer
Material supplied for printed advertisements and online templates must comply with the publisher's technical standards (see also Media Data). Transmission shall be at the customer's risk. The information in the media data or the respective issues shall apply to the advertising deadlines. In the case of online placements, the customer undertakes to make the advertisement available to the publisher no later than the third working day before the first placement date. The customer shall grant the publisher the rights of use to the content of the advertisements (in particular to the customer's intellectual property and the like) insofar as this is necessary for the fulfillment of the contract. The customer further authorizes the publisher to use, host, cache, route, store, reproduce, modify, display, transmit, distribute and the like the advertising material (including all creative content) to the extent necessary for the performance of the contract. In particular, the customer agrees that the publisher may feed the advertisements into its own and third-party online services or otherwise publish them and process them for this purpose. The publisher may invoice the payment owed in full for the agreed or booked advertisements if the advertisement cannot be placed or cannot be placed properly due to circumstances for which the customer is responsible (e.g. in the event of untimely, defective or incorrect labeling or subsequent changes). Any additional costs incurred may also be charged to the customer.
8. fulfillment: general, design
The place of performance for both contracting parties is St. Gallen. The publisher is authorized to call in auxiliary persons, subcontractors and the like to fulfill the contract. Advertisements must be clearly recognizable as such by the readers and must be distinguishable from the editorial section in terms of design and font. The publisher reserves the right to provide additional identification by means of a heading "Advertisement", "Advertisement", "Advertisement" or "Publication report"; the customer agrees to this. The customer agrees that the advertisements printed by the publisher, fed into online services or published in any other way are not freely available to third parties. The customer transfers to the publisher the right (but not the obligation) to prohibit any kind of exploitation and processing of these advertisements by unauthorized third parties by appropriate means. Print material without specification shall be regarded as disposable material. This may be destroyed after a period of 3 months from the last publication date. The only exception is for printed material of a permanent nature, which must be expressly marked as "permanent" by the customer on the order to the publisher. Print material that must be returned must be returned within 3 months of completion of the order. Refunds cannot be guaranteed for paper copies due to the possibility of damage during the printing process.
9. in particular postponements, placement requests and regulations
For technical reasons, the publisher reserves the right to move forward or back by one issue advertisements that are scheduled for certain dates but whose content is not time-sensitive. If an advertisement that is not scheduled to appear in a different issue, payment cannot be refused and no warranty or compensation claims can be made. Placement requests by the customer are only accepted without obligation. A placement surcharge will be charged for advertisements with fixed placement requirements, provided these are accepted in writing by the publisher. Exclusion of competition is possible at the special request of the customer and will be charged additionally. If, for technical reasons, the advertisement appears in a position other than that prescribed or requested, payment cannot be refused and no warranty or compensation claims can be made. However, a placement surcharge will no longer be levied in this case. After conclusion of the contract, rebookings are only possible up to the tenth (in the case of online placements, the third) working day before the placement in question. A rebooking request must be submitted to the publisher in writing before the expiry of the above deadlines (date of receipt by the publisher). All additional costs incurred by the publisher as a result shall be owed even in the case of timely rebookings.
10. compliance with the standards and rights of third parties
Subject to any mandatory legal norms to the contrary, the customer bears sole responsibility for ensuring that an advertisement complies with the applicable legal norms, third-party rights and any relevant industry association rules. The customer shall bear sole responsibility in the event of a breach of standards and third-party rights. If a third party asserts claims against the publisher due to the content of the advertisement, namely due to (alleged) infringement of competition, intellectual property, personality or data protection law, the customer undertakes to indemnify the publisher against all obligations. The indemnification includes, in particular, the assumption of any guarantees, damages and the like, as well as all costs and expenses in connection with an extrajudicial or judicial dispute (procedural and party costs). At the Publisher's request, the Customer shall either join the proceedings or conduct them instead of the Publisher (Art. 79 of the Swiss Code of Civil Procedure [ZPO]). The Publisher reserves the right to claim damages and the right to rescind or terminate the contract (see Clause 14).
11. data protection
The Publisher undertakes to comply with the provisions of data protection law, but cannot fully guarantee the confidentiality, integrity, authenticity and availability of personal data. The customer acknowledges that personal data can also be accessed in countries that do not have data protection provisions comparable to those in Switzerland. Insofar as personal data of the customer or its employees or agents are made available or accessible to the publisher, it may collect and process them for the purpose of fulfilling the contract and also make them accessible to third parties (e.g. subcontractors) to the extent it deems appropriate. The customer warrants that, where necessary, it has obtained the consent of data subjects for data processing in the aforementioned sense and that it has lawfully collected or received the data made available to the publisher within the meaning of the applicable data protection legislation (i.e. including that of the European Union [GDPR] where applicable; see also Section 10). In the case of online advertisements, unless the customer objects in writing, the customer permits the use of automated software programs to access and analyze the customer's websites in order to evaluate the quality of the advertising material and for the purpose of delivering advertising material. If the customer obtains or collects data from the placement of online advertising, e.g. by using special techniques such as the use of cookies or tracking pixels, it warrants that it will comply with the relevant data protection legislation (including the European General Data Protection Regulation [GDPR] where applicable) when collecting, processing and using personal data.
12. terms of payment
The invoice will be sent electronically in PDF format to the e-mail address provided by the client, together with the corresponding page proof. If required, a physical invoice can be sent at cost. Invoices from the publisher must be paid net within 30 days of the invoice date. The publisher is authorized to demand advance payments. A customer represented by an agency, intermediary or similar can only be released from his obligation to pay the publisher by paying the publisher himself. If an agency or intermediary is a customer, the publisher shall also have the right to contact the end advertiser directly in the event of default if the grace period has not been used (see para. 3 below) and to inform them of any outstanding payments by the agency/intermediary. The agency/agency cannot assert any warranty, compensation or other claims against the publisher if end advertisers conclude advertising contracts directly with the publisher. All advertising rates are net, i.e. without deduction of a discount. In the event of termination of the contract due to default of payment, all discount entitlements or other preferential conditions, in particular commission payments, on all unpaid invoices shall lapse. Any commission or other bonus payments made may be reclaimed. A subsequent invoice will be issued for these discounts. If invoices are not paid net within 30 days, default interest of at least 5 percent may be charged, subject to further claims for damages (see Art. 104 ff. of the Swiss Code of Obligations [OR]). A reminder is not required. For further consequences of default, Art. 107 ff. OR APPLY. If further advertisements are still the subject of the contractual relationship when default occurs, the Publisher shall also have the right to terminate individual or all advertising contractual relationships with the Customer without notice if payment is not made even after a single grace period (cf. Section 14). In the event of default, the publisher shall also be entitled to refrain from placing any further booked advertisements. All measures necessary for the collection of outstanding payments, in particular the costs of involving third parties, shall be borne by the defaulting customer.
13. incorrect/absent appearance
The publisher shall endeavor to publish the advertisements to the best possible technical standard. The customer is aware that, given the state of the art, it is not possible to guarantee the availability of the systems and error-free publication at all times. The publisher does not guarantee availability or freedom from errors, defects or malfunctions. In the case of online advertisements, no specific number of impressions, publications, conversions or clicks on an advertisement can be guaranteed. Except in cases of gross negligence or intent, all warranties and liability on the part of the publisher are excluded. The limitation of liability to gross negligence and intent also applies to the use of auxiliary persons or subcontractors. There are no warranty and liability claims in the case of printed advertisements or online templates that do not comply with the technical standards of the respective medium. The same applies to errors in the transmission of advertising orders. In the case of chromatic colors for printed advertisements, a reasonable tolerance (according to IFRA standard) of the color shade is reserved. No liability can be accepted for translation errors from foreign-language templates. Complaints must be made within 10 days of publication of the advertisement. After expiry of this period, the publisher's performance shall be deemed to have been approved. In the event of incorrect publication that significantly impairs the meaning or effect of an advertisement, or in the event of non-publication, compensation shall be paid in the form of advertising space up to the size of the incorrect or omitted advertisement. If a publication no longer makes sense (e.g. in the case of advertising for a single event that has since passed), the customer may alternatively demand reimbursement of the remuneration already paid by him for the advertisement in question. Further claims for damages are excluded to the extent permitted by law (see also sections 4 and 9). The notification of defects or the dispute of one or more items on the invoice shall not release the customer from the obligation to pay the invoice amounts within the deadlines specified in Clause 12.
14. premature termination of contract
Should the print or online medium cease publication during the term of the contract, or should there be important reasons that make fulfillment of the contract unreasonable (for example: force majeure; important technical reasons for the occurrence of which the publisher is not responsible; non-compliance with legal regulations, essential contractual obligations or non-granting of necessary rights of use by the customer [Clause 7 Para. 3]), the publisher may withdraw from the contract or terminate it without notice without any warranty or replacement obligation or other compensation consequences. The publisher reserves the right to claim damages from the customer, insofar as the reason for termination is attributable to the customer. However, the customer shall not be released from the obligation to pay for the advertisements already published. In the event of premature termination of the contract by the publisher, insofar as the reason for termination is not attributable to the customer, the discount entitlements shall remain in force on the basis of the originally agreed contract amount. If the reason for termination is attributable to the customer, discount entitlements or other preferential benefits on all invoices not yet paid at the time of termination shall lapse (see also Clause 12).
15 Amendments to the GTC, severability clause, other matters
The publisher is entitled to amend these GTC, the tariffs and any other general provisions at any time. Unless otherwise specified, the amended provisions shall also apply to current contracts. However, the customer has the right to withdraw from the contract within 10 days of written notification of the new conditions. In this case, the customer shall only be entitled to the discount that corresponds to the quantity actually purchased in accordance with the previous discount provisions. Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of all other provisions or agreements. Instead, the invalid provision shall be replaced by a provision that comes as close as possible to the meaning and purpose of the invalid provision in a legally permissible manner. The customer waives the right to offset against any counterclaims.
16 Place of jurisdiction, applicable law
The exclusive place of jurisdiction for both parties is St. Gallen. Swiss law shall apply, in particular the provisions of the Swiss Code of Obligations (OR). The conflict of law rules and the UN Convention on Contracts for the International Sale of Goods are excluded.
17 Entry into force
These GTC come into force on 01.10.2017.
Adjusted in September 2018.
