Legal

Digital general terms and conditions for Ringier AG (Ringier Advertising)

dated 23 May 2024

1. General

1.1. Scope

The General Terms and Conditions for Ringier AG’s Digital Operations (‘GTCs’) apply to all advertising orders and govern the conclusion, content and execution of contracts relating to the range of services that Ringier AG (‘Ringier Advertising’) offers relating to integrating advertisers into an electronic media advertising vehicle belonging to the inventory owners.

Ringier Advertising’s GTCs shall apply exclusively. Ringier Advertising hereby expressly rejects counter-confirmations made by the advertiser/agency (‘contractual partner’) that refer to its own terms and conditions. Deviations from these GTCs or the contractual partner’s terms and conditions are valid only if and insofar as Ringier Advertising has confirmed the same in writing.The latest version of the shop providers’ General Terms and Conditions (available on their websites) apply to e-commerce transactions conducted by individual partners included in the services offered by the inventory owners.

1.2. Definitions

Inventory owners are companies that have handed over their inventory (either in whole or in part) to Ringier Advertising for marketing purposes. Advertisers are individuals or companies that advertise themselves, their products and/or services or that advertise the products and/or services they sell. An advertising order is any contract between Ringier Advertising and the contractual partner that governs the integration of any form of the advertiser’s commercial communication (‘advertising material’) into an advertising vehicle belonging to an inventory owner.

The contractual partner is either the advertiser itself (irrespective of whether it is contracting on its own behalf or through an advertising or media agency) or an advertising or media agency (‘agency’), provided that the latter is Ringier Advertising’s actual contractual partner and enters into the contractual relationship with Ringier Advertising in its own name and on its own account. Advertising vehicles are understood to be all the inventory owner’s electronic media marketed by Ringier Advertising (in whole or in part).

Advertising material is in principle any format shown in the latest valid range of services and price list available at www.ringier-advertising.ch/en/digital. Special formats and advertising forms may be implemented following consultation with and review by Ringier Advertising. Ringier Advertising is entitled to change the advertising material offered or to remove it from its range of services at any time.

1.3. Representation by an agency

Ringier Advertising will accept agency advertising orders in the name of and for the account of the advertiser (agency client) and in the name of the agency and for the account of the advertiser (indirect representation) only for specifically designated clients. The agency working with Ringier Advertising must inform Ringier Advertising before conclusion of the contract whether it is acting in the name of and for the account of the advertiser (direct representation), or in its own name and for the account of the advertiser (indirect representation). In the case of direct representation, the advertiser is Ringier Advertising’s contractual partner; in the case of indirect representation, the agency is Ringier Advertising’s contractual partner. If there is a lack of clarity over representation, the contract is deemed to have been concluded with the agency itself (indirect representation).

Ringier Advertising is entitled to demand proof of mandate or power of representation from agencies. The advertiser must state in the power of representation it has issued that it will inform Ringier Advertising immediately if a mandate or power of representation issued to the agency is revoked. The advertiser declares in the power of representation that it is responsible for the content of the agreement, particularly for the form and legality, and that it shall be held liable for any consequences of non-compliance with statutory provisions. The advertiser shall be liable vis-à-vis Ringier Advertising for settling the services listed in the agreement and invoices issued by Ringier Advertising accordingly in the name of the representative. Any right of appeal of the advertiser against the agency is part of the bilateral legal relationship between the advertisers and the agency, and may not be used against Ringier Advertising or be used as a basis for non-settlement or delayed settlement of invoices issued by Ringier Advertising. An advertiser directly represented by an agency may release itself from its payment obligation to Ringier Advertising only through remittance of payment to the same. Ringier Advertising reserves the right to make direct contact with the directly represented advertiser and provide it with a copy of the signed contract.

The agency is responsible for informing its clients of their obligations and rights resulting from all parts of the contract.

The agency undertakes to fulfil its accounting obligations vis-à-vis its clients in accordance with Arts. 400 and 401 Swiss Code of Obligations.

2. Conclusion of advertising orders

Ringier Advertising’s quotes and ranges of services are non-binding at all times and are subject in particular to the availability of advertising slots and/or advertising space. An advertising order is legally valid only when Ringier Advertising confirms an advertising order in writing or by email, and the advertiser/agency does not contradict this order confirmation in writing or by email within 48 hours, or, if applicable, a corresponding agreement is countersigned by the advertiser/agency. Ringier Advertising has the right to request a written counter-confirmation of the advertising order from the advertiser/agency (email is sufficient). The advertising order in any case comes into effect when the advertising material is integrated into the agreed advertising space. The integration of the advertising material replaces Ringier Advertising’s confirmation at this point, whereon any objection on the part of the advertiser/agency is excluded.

These GTCs and the documents listed below, which form a material and integral part of the contract, apply exclusively to the advertising order:

  • Order confirmation
  • Existing client agreements, if applicable
  • Existing agency agreements, if applicable
  • Advertising material specifications

3. Ringier Advertising’s rights and obligations

3.1. General

Ringier Advertising provides the agreed services with due care. It is entitled to involve third parties at any time to assist with the fulfilment of its contractual obligations.

3.2. Right of refusal and suspension of service

Ringier Advertising has the right, at any time, to reject an advertising order from advertisers and/or agencies without stating a reason. Ringier Advertising shall notify the advertiser/agency of a rejection without delay.

In the case of advertising orders already concluded, Ringier Advertising is entitled to immediately remove immoral or illegal content in the advertising material (in particular portrayals of violence, pornographic or racist content, incitements to violence or crime, games and betting that violate the Swiss Gambling Act (Geldspielgesetz), unsolicited advertisements (spam), content that infringes third-party rights, such as copyright, trademarks, patents, privacy or design rights, and content that violates the regulations against unfair competition or major advertising regulations, such as those concerning tobacco, alcohol, medicine and food) from the website at any time, at its own discretion and without informing the contractual partner.

Ringier Advertising is expressly released from the obligation to provide services in relation to (outstanding) free space, conditions or performance compensation credits in the event that Ringier Advertising no longer markets an inventory. This shall not entitle the contractual partner to file claims of any kind against Ringier Advertising.

In the case of automatic booking through programmatic channels and the Ringier Advertising direct booking channel, or for digital advertising in general, Ringier Advertising is entitled, at any time and without consulting the advertiser/agency, to make adjustments to the a) targeting and b) campaign duration. The advertiser/agency is not entitled to any claims or other demands against Ringier Advertising as a result. In particular, the advertiser is not entitled to placement of its online advertisement in a specific position on the relevant website or to a specific time slot for access to the relevant website. In this case, Ringier Advertising shall naturally deliver the ad impression services booked at another time, in another location and possibly using a different target group data structure, at its own discretion.

3.3. Editorial freedom

The editorial freedom with respect to all content on all advertising vehicles lies with the inventory owner. It remains unaffected by this contract and also encompasses design and channel classification, for example. The design of the inventory owners’ electronic media or the advertising vehicles may be modified at any time during the term of the contract, provided that the contractual partner’s advertising material is at least equally repositioned. In the event of disagreement over equivalence, Ringier Advertising will make a decision.

3.4. Forwarding of data for advertising statistics

The contractual partner acknowledges and agrees that Ringier Advertising may use data to draw up advertising statistics and forward data to third parties.

3.5. Storage

Ringier Advertising is entitled, but not obliged, to save advertising material and to archive it for an indefinite period of time.

4. Contractual partner’s and obligations

4.1. Bereitstellung der Werbemittel

The contractual partner is obliged to provide Ringier Advertising with the advertising material necessary for the delivery/placement of the advertisement, even within an ongoing campaign, in keeping with the prevailing technical specifications – available at www.ringier-advertising.ch/en/digital – at its own expense and at the latest by the following deadlines before the confirmed placement date (campaign start):

  • 3 working days (final deadline: 5:00 pm) for conventional advertising material in the form of GIF, JPEG, iFrame, SWF, third-party tags
  • 5 working days (final deadline: 5:00 pm) for special advertising material, such as pushdown, mobile interstitials and html5
  • 5 working days (final deadline: 5:00 pm) for all video advertising material, such as pre-rolls, start-up ads, channel switch ads
  • 10 working days (final deadline: 5:00 pm) for PR texts, such as advertorials and native advertising

Advertising material should be delivered to digitaladops@ringier.ch. The contractual partner is liable for the consequences of any advertising material that is inadequate or delivered late. In the event of incorrect supply of advertising material, particularly where delivery is delayed or in the event of subsequent modification, adherence to the agreed placement deadline or fulfilment of the agreed service cannot be guaranteed. Ringier Advertising’s full claim to remuneration remains valid, even if placement of the advertising material is delayed or omitted altogether.

4.2. Remuneration

The contractual partner shall pay Ringier Advertising the remuneration set out in the advertising order, plus VAT and (if applicable) any other relevant taxes in the respective statutory amount.

The contractual partner is obliged to incorporate (or have incorporated) a toolbox program code (AdTag) into the advertiser’s websites for the purposes of reporting and tracking if the remuneration or a proportion thereof is based on a post-click value (bill per registration, etc.).

If, based on the agreed remuneration model (e.g. revenue sharing), Ringier Advertising depends on billing to be provided by the contractual partner, the latter will prepare and deliver to Ringier Advertising a detailed invoice by the third working day of each following month. Ringier Advertising is entitled to have the statement audited by an independent auditor and/or IT specialist, who is obliged to maintain confidentiality. If the deviations identified by this party amount to more than 5% to the detriment of Ringier Advertising, the costs of the audit will be borne by the contractual partner and the deviations subsequently invoiced in the corresponding amount.

4.3. Responsibility for quality and advertising content

The contractual partner is solely responsible for the advertising material and the content given to Ringier Advertising for publication. The contractual partner undertakes to review its advertising material, content, products and other information to ensure that they are lawful and to provide a guarantee in this respect.

The contractual partner is solely responsible for fulfilling the heavy ad intervention criteria of Chrome and Edge browsers. Advertisement deliveries that are blocked by heavy ad intervention shall not be refunded or compensated.

4.4. Intellectual property rights

The contractual partner guarantees that it and/or the advertiser has obtained all rights necessary for the production of the advertising material and that it possesses all rights necessary for placement of the advertising material in the booked advertising vehicles. The contractual partner transfers to Ringier Advertising, to the extent required for execution of the advertising order, all copyright, usage rights, ancillary copyright and other rights necessary for the use of the advertisement in the booked electronic media, in particular the right to duplicate, disseminate, transmit, process, store in and extract from a database, in time, location and content, together with the corresponding sub-licensing rights to the inventory owner of the booked advertising vehicle. The contractual partner grants Ringier Advertising the right to label the advertising material where necessary with the designation ‘advertisement’ or similar, to preserve copies of the advertisement and to make the same accessible through a Ringier Advertising database to the extent required for execution of the advertising order. Moreover, all intellectual property rights (copyrights, trademarks, design rights, etc.) to content, logos, layouts, etc., accessible on the inventory owners’ advertising vehicles belong to and will remain the property of Ringier Advertising, the corresponding inventory owners or the third parties that have made this material available to Ringier Advertising and/or the corresponding inventory owners.

The contractual partner hereby acknowledges and agrees that no claims to the above-mentioned intellectual property rights accrue to it as a result of the contractual relationship with Ringier Advertising. The contractual partner/agency authorises Ringier Advertising to submit the advertising material to the corresponding competent authority (e.g. Federal Office of Communications (OFCOM), Swissmedic, Comlot, Federal Office of Public Health) for evaluation should Ringier Advertising have any doubts concerning the legality of the advertising material. If there is any doubt as to the legal admissibility of any advertising material, Ringier Advertising is entitled to reject the advertising material or to suspend publication (see under section 3.2).

4.5. Indemnity

If Ringier Advertising, a member of a governing body or an employee of Ringier Advertising is held liable under criminal, civil or administrative law due to the illegality of information provided by the advertiser or the agency, due to the lack of consent of third parties, due to the infringement of third party rights or data protection violations or other infringements of the law by the contracting partner or a third party commissioned by the contracting partner, the contracting partner shall indemnify the parties concerned against all claims upon first demand and shall fully hold them harmless and indemnify them against any and all actions.

4.6. Notification of defects

The contractual partner must review the integration of the advertising material within 24 hours of placement and submit a notification of defects immediately. The complaint period begins at the time the advertising material is published in the event of evident defects, and at the point of discovery in the event of latent defects. If the contractual partner fails to submit a notification of defects promptly, placement of the advertising material will be deemed to have been approved.

5. Invoicing and payment terms

5.1. Invoicing

Ringier Advertising will bill the contractual partner on final delivery of the agreed service or at the end of each month pro rata temporis. The ad management tools used by Ringier Advertising are the determining factor relating to services invoiced. In the case of time-based advertising placements (fixed placements), the service will be deemed to have been wholly fulfilled if at least 80% of the media service forecast in advance (indicative ad impression values) has been delivered. The invoicing process for variable costs is based on the tracking system, which provides information on parameters such as clicks, leads and turnover (order value). The tracking system of Ringier Advertising is the sole authority in this regard. Any numerical discrepancies of up to 10% between Ringier Advertising’s tracking system and the contractual partner’s tracking system will not be taken into consideration on the invoice. If a discrepancy exceeds 10%, Ringier Advertising will attempt to reach an agreement with the contractual partner. If Ringier Advertising is unable to provide the agreed service at all or is unable to provide it in full (i.e. not to the level of at least 80% of the media service forecast agreed in advance) during the agreed campaign period due to circumstances that fall under the contractual partner’s control, in particular if Ringier Advertising does not receive the advertising material in time, or receives incorrect material, in a faulty format or with illegal content, Ringier Advertising will be entitled to invoice the contractual partner in full for the remuneration owed for the service as per the advertising order.

If Ringier Advertising is unable to provide the agreed service at all or is unable to provide it in full (i.e. not to the level of at least 80% of the media service forecast agreed in advance) during the agreed campaign period due to circumstances that are beyond the contractual partner’s control, Ringier Advertising will invoice the contractual partner a proportionately reduced amount for the remuneration owed for the service as per the advertising order. This also applies to those cases in which the agreed service cannot be provided either in full or at all due to circumstances that fall under Ringier Advertising’s, rather than the contractual partner’s, control. Any further reimbursement by Ringier Advertising (e.g. loss of commission due to underdelivery) are excluded. The contractual partner has no rights or claims beyond those described in section 5.1 in connection with the underdelivery.

5.2. Payment deadline/default

Unless agreed otherwise, invoices are payable and due without deductions no later than 30 days after issuance. In the event of default, Ringier Advertising is entitled to charge a reminder fee of CHF 20.00 for each reminder. In the event of default, the contractual partner will be charged interest on arrears at the usual statutory rate and debt collection expenses. If the contractual partner fails to pay the invoice(s) despite being sent a reminder, Ringier Advertising is entitled to terminate the advertising order without notice (termination for due cause as per section 9.6).

In the event of default, Ringier Advertising is entitled to stop the contractual partner’s advertising order with immediate effect. The claim for payment, including for these omitted services, remains unaffected.

5.3. Advance payment/security deposits

Notwithstanding the provisions as per section 5.1, Ringier Advertising reserves the right to invoice a monthly sum in advance for advertising orders. Unless agreed otherwise, this advance invoice must be paid one week before the advertising material is initially placed. If this payment deadline is not met, Ringier Advertising is entitled to cancel the planned advertising material without issuing a reminder. The contractual partner remains obliged to pay the full contractual amount and is also liable for any further losses.

Ringier Advertising is entitled to make further services dependent on an advance payment or a security deposit in the following situations in particular:

  • in the event of default in payment by the contractual partner as per section 5.2;
  • if Ringier Advertising learns of the contractual partner’s payment difficulties, or if the contractual partner suffers a material deterioration in its economic circumstances.
5.4. Offset ban

The contractual partner is not entitled to offset with counter-claims against Ringier Advertising.

6. Data protection

6.1. General

Data protection and data security are a high priority for Ringier Advertising. When processing personal data, Ringier Advertising complies with the applicable Swiss data protection legislation. The processing of personal data is subject to the Data Privacy Policy of Ringier Advertising

6.2. Handling of personal data in order processing

The Contractual Partner assures Ringier Advertising that it will also comply with the applicable data protection legislation and confirms in particular that all personal data provided by it has been collected lawfully and may be used by Ringier Advertising to fulfil the order placed by the Contractual Partner.

Ringier Advertising undertakes to use the Contractual Partner’s data only for the fulfilment of the order placed by the Contractual Partner and for the administration of the contractual relationship, subject to any consent being granted otherwise. Ringier Advertising is also authorised to process the Contractual Partner’s personal data for marketing purposes, in particular for customised offers. The Contractual Partner may restrict or prohibit the use of its data for marketing purposes in writing. 

6.3. Analysis of access data

If the advertiser and/or agency obtains (personal) data from Ringier Advertising through competitions held in connection with an advertising order or through the use of special technology such as cookies or tracking pixels, or otherwise obtains or collects (personal) data from Ringier Advertising from the placement of online advertising, the Contractual Partner and/or agency warrants that it will comply with the provisions of the European Data Protection Regulation (GDPR) or the Swiss Data Protection Act (DSG) and – where applicable – the Federal Act against Unfair Competition (UWG) when collecting, processing and using personal data.

7. Confidentiality

Ringier Advertising, the advertiser and the agency shall treat as confidential all information that is not in the public domain or generally accessible. This confidentiality obligation applies from such time that the parties gain access to confidential information, irrespective of the contract start date, and remains in place beyond termination of the contract. The data used for advertising statistics mentioned in section 3.4 is an exception to this.

8. Warranty and liability

8.1. Warranty

Ringier Advertising guarantees the best possible reproduction of the advertising material in keeping with the customary technical standards in place at the time. The contractual partner acknowledges that it is not possible, even with state-of-the-art technology, to guarantee wholly error-free reproduction of advertising material at any time. Ringier Advertising does not guarantee uninterrupted and faultless availability of the advertising material on the inventory owners’ advertising vehicles. Ringier Advertising is not obliged to review the advertising material or any content made available to it to ensure its legal conformity, accuracy, up-to-dateness, completeness, quality and/or flawlessness, and provides no warranty in this respect. Ringier Advertising does not guarantee the accuracy, up-to-dateness or completeness of information accessible through the inventory owners’ advertising vehicles.

8.2. Direct and indirect damage

Ringier Advertising is liable without limitation for direct damage caused due to intent or gross negligence. In the event of slight negligence, Ringier Advertising will be liable for personal injury without limitation and for property damage to the equivalent value of the service procured by the contractual partner, up to a maximum amount of CHF 30,000.00 per event.Liability for indirect damage and lost revenue and profit is excluded. This does not apply to mandatory statutory provisions.

Insofar as Ringier Advertising is obliged to pay compensation to the contractual partner for losses incurred, Ringier Advertising will put the contractual partner in the same position as if the contract had not been concluded (‘negative interest’); compensation for losses as a result of non-fulfilment is excluded.

8.3. Damage attributable to reasons beyond Ringier Advertising’s control

Ringier Advertising is not liable if provision of the service is temporarily interrupted, is wholly or partially restricted or is rendered impossible due to force majeure. Force majeure is deemed to include power outages and malware (e.g. virus attack) in particular.

Under no circumstances is Ringier Advertising responsible for misuse by third parties (e.g. hackers, senders of computer viruses), for security flaws in telecommunication networks and online, and for the costs of any support services provided by the advertiser/agency or by third parties commissioned by the advertiser/agency. Insofar as the advertising material is not stored on a Ringier Advertising server, but delivered via a third-party server (‘redirect procedure’) and the contractual partner makes the same available to Ringier Advertising by providing it with the advertising material URLs on the contractual partner’s or third-party servers, Ringier Advertising does not give any guarantee and assumes no liability for the delivery of data online or for any other risks that may arise as a result; e.g. error-free delivery, quality of the advertising material and data security.

9. Contract term, right of withdrawal, postponement and termination

9.1. Contract term

The start and term of the contract are determined by the advertising order.

9.2. Right of withdrawal/cancellation

Withdrawal on the part of the advertiser/agency is generally excluded.

However, Ringier Advertising may, at its own discretion and in individual justified cases, grant the advertiser/agency such a right of withdrawal. Cancellation must be made in writing (email is sufficient) and must contain a comprehensible justification of the cancellation. The contract cannot be cancelled by telephone or verbally. In contrast, if Ringier Advertising considers the withdrawal to be unjustified, no such withdrawal shall be granted at any time. If Ringier Advertising exceptionally grants the advertiser/agency a right of withdrawal, it can withdraw from the contract free of charge up to 11 working days before the agreed placement date at the latest.

Within the last 10 working days before the agreed campaign start, the right of withdrawal granted by Ringier Advertising to the contractual partner may be used only in exchange for a percentage compensation (contractual penalty) as measured against the net value of the advertising order in question:

  • between 10 and 6 working days: 25%
  • between 5 and 3 working days: 50%
  • fewer than 3 working days before the campaign start: 100%
  • following placement: 100%
9.3. Postponement

An agreed placement time may be postponed in writing up to 11 working days before the initially agreed placement date, subject to available capacity.

9.4. Termination of fixed-term contracts

If a term is clearly fixed in the advertising order, the contract will be terminated automatically at the end of the agreed term.

9.5. Termination of contracts with a minimum term or contracts with an open-ended term

Unless agreed otherwise, the contract may be terminated in writing by either party with 30 days’ notice to the end of the minimum contract term, if the minimum contract term is specified in the advertising order. If the contract is not terminated at the end of the minimum contract term, it is automatically extended for an indefinite period of time and may be terminated in writing at the end of each month with 60 days’ notice. The same applies to contracts with no fixed term and no minimum contract term.

9.6. Termination for due cause

Ringier Advertising reserves the right to terminate the contract without notice for due cause in all cases. Due cause includes in particular, but is not limited to:

  • arrears of the contractual partner as per section 5.2;
  • breach of these GTCs or other codes of conduct;
  • misuse of Ringier Advertising’s services by the contractual partner for unlawful or immoral purposes.

If the contract is terminated without notice for due cause, Ringier Advertising is entitled to suspend placement of advertising material with immediate effect. Compensation and other claims remain reserved. If the contract is terminated without notice for due cause, the contractual partner must, without prejudice to any other legal obligations, reimburse Ringier Advertising the difference between any volume discounts granted and the discount as calculated following termination in relation to the volume actually purchased.

10. Modifications

10.1. Amendment of the General Terms and Conditions

Ringier Advertising is entitled to modify or amend the GTCs at any time. Ringier Advertising will inform the contractual partner of the modifications at least 30 days before the new GTCs enter into force.

10.2. Price changes

Ringier Advertising is free to change prices and to modify its advertising space at any time, and to remove all or part of the same from its range of services. Prices may be changed from the published rates at any time. The price changes do not apply to legally binding advertising orders. Price adjustments due to modifications to the rates of fiscal charges (e.g. an increase in value-added tax) are not considered to be price increases. Further development of an advertising space or appropriate adjustment of advertising material for objective reasons is not deemed to be a modification to the contract. The appropriateness of a further development or adjustment – e.g. in the context of a redesign of an advertising vehicle – is assumed.

11. Written form

Modifications or amendments to this agreement as well as all notifications and declarations in connection with this agreement must be made in writing in order to be valid. In addition to the handwritten signature, the advanced signature in electronic form (“AES”; “FES” in German) via Skribble or another e-signature provider shall also be recognized as written form. The same applies to the waiver of this written form requirement.

12. Severability clause

If individual or several provisions of these GTCs are or become invalid, this shall not affect the validity of all the other provisions or agreements if in doubt. In place of the invalid provisions, the parties will agree in a legally permissible manner on a regulation that reflects as closely as possible the invalid provision’s economic sense and purpose. This also applies in the event of loopholes that must be closed.

13. Transfer to third parties

The rights and duties arising from this contract may be transferred to third parties only with the written consent of the other party. Transfer of the entire agreement to a legal successor and/or within the corporate group is exempt from the approval requirement. Any such transfer must be reported to the other party in writing.

14. Applicable law and Jurisdiction

The contractual relationship is subject to Swiss law, to the exclusion of the Federal Act on Private International Law (FAPIL) and the UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention). The exclusive place of jurisdiction is Zurich (Switzerland).

Print general terms and conditions for Ringier AG (Ringier Advertising) for advertisements and special types of inserts in newspapers and magazines

dated 23 May 2024

1. General

1.1. Scope of application

These Print General Terms and Conditions (“GTC”) regulate the contractual relationship between the advertiser or the advertising agent commissioned by the advertiser, provided the latter is acting in its own name and for its own account (Client), and Ringier AG (Ringier Advertising) for advertisements in a magazine or newspaper published by Ringier AG and Ringier Magazine AG, the special forms of insert available in these and other magazines or newspapers, such as loose inserts, bound inserts, supplements, product samples, etc. and advertisements in third-party publications marketed by Ringier Advertising (hereinafter all referred to as “Advertisements”).

The Client expressly agrees that the Advertisements may also be circulated through the online services of publishers or third-party advertisers.

1.2 Representation by an agency

Advertising orders from agencies in the name and for the account of the advertiser (customer of the agency) and in the name of the agency and for the account of the advertiser (indirect representation) are only accepted by Ringier Advertising for named customers. The agency dealing with Ringier Advertising must inform Ringier Advertising before the contract is concluded whether it is acting in the name and on behalf of the advertiser (direct representation) or in its own name and on behalf of the advertiser (indirect representation). In the case of direct representation, the advertiser is Ringier Advertising’s contractual partner; in the case of indirect representation, the agency is Ringier Advertising’s contractual partner. If there is any uncertainty regarding representation, the contract is considered to have been concluded with the agency itself (indirect representation).

Ringier Advertising is entitled to request agencies to provide proof of a mandate or power of representation. The advertiser declares in the power of representation granted by it that it will notify Ringier Advertising immediately if it revokes the mandate or power of representation granted to the agency. The advertiser declares in the power of representation that it is responsible for the content of the contract, in particular for its form and legality, and liable for all consequences of non-compliance with statutory provisions. The advertiser is liable to Ringier Advertising for the payment of the services detailed in the agreement and the corresponding invoices issued by Ringier Advertising in the name of the representative. Any rights of appeal that the advertiser may have against the agency are an integral part of the bilateral legal relationship between the advertiser and the agency and may not be asserted against Ringier Advertising or used to justify the non-payment or late payment of invoices issued by Ringier Advertising. An advertiser represented directly by an agency can only be validly released from its payment obligations to Ringier Advertising by paying what it owes to Ringier Advertising. Ringier Advertising reserves the right to contact the advertiser being directly represented and to send it a copy of the signed contract.

The agency is responsible for informing its customer of its rights and obligations arising from all parts of the contract. The agency undertakes to comply with the accounting obligations to its customers in accordance with Art. 400 and 401 of the Swiss Code of Obligations.

2. Concluding advertising contracts

Quotations and offers from Ringier Advertising are always subject to change and, in particular, are subject to the availability of advertising time and/or advertising space.

An advertising order is legally valid if Ringier Advertising confirms it in writing or by email and the advertiser or the agency does not object to this order confirmation in writing or by email within 48 hours, or if necessary, a corresponding agreement is countersigned by the advertiser or the agency. Ringier Advertising has the right to request written confirmation of the advertising order from the advertiser or the agency (email will suffice). The advertising order will in all events be considered to have been confirmed upon placement of the insert (print material) in the agreed titles. In such cases, placement of the Advertisement replaces the confirmation from Ringier Advertising. In this case, the advertiser or the agency may not object.

The advertising order is regulated exclusively by these GTC and the documents listed below, which are an essential and integral part of the contract:

  • Order confirmation
  • Any existing customer agreements
  • Any existing agency agreements
  • Advertising media specifications (available in the respective version valid at the time of contract conclusion at https://www.ringier-advertising.ch/print)

3. Rights and obligations of Ringier Advertising

3.1. General

Ringier Advertising will provide the agreed services with the utmost care.

Ringier Advertising may engage the services of third parties at any time to fulfil its contractual obligations.

3.2. Right to reject and suspend the service

Ringier Advertising has the right to refuse advertising orders from advertisers and/or agencies at any time without providing any reasons. Ringier Advertising must inform the Client of any such rejection without delay.

For advertising orders that have already been concluded, Ringier Advertising is entitled, at its own discretion, to reject immoral or illegal content in the Advertisements (such as in particular depictions of violence, pornographic or racist content, incitements to violence or criminal offences, games and bets that violate the Swiss Gambling Act, unsolicited advertising mailings (spam), content that violates the rights of third parties, such as in particular copyright, trademark, design, patent or personal rights, content that violates the Swiss Act against Unfair Competition or relevant advertising regulations, e.g. for tobacco, alcohol, medicinal products, food advertising, etc.) at any time, without prior notice and without consulting the Client, or to remove the Advertisement with immediate effect. This does not entitle the Client to any claims against Ringier Advertising.

Ringier Advertising is expressly released from the obligation to provide services relating to (outstanding) freespace, condition and performance compensation credits if an inventory item is no longer being marketed by Ringier Advertising. This does not entitle the contractual partner to any claims against Ringier Advertising.

3.3. Advertisement design

Advertisements are labelled accordingly, e.g. with the word “Advertisement”. In the case of editorialised Advertisements, the basic typeface, the title and the logo of the relevant publication may not be used. Orders for special forms of advertising such as loose inserts, bound inserts, supplements, product samples, etc. are only binding for Ringier Advertising once a sample has been submitted and approved.

3.4. Dates/placements

Ringier Advertising reserves the right to reschedule the publication date and placement of an Advertisement. Placement requests will be taken into account wherever possible.

Placement guarantees are subject to the additional costs incurred. In the event of disruptions to operations or interference due to force majeure, the publication of the Advertisement may be cancelled or rescheduled without prior notice.

3.5 Retention of print data

The obligation to retain print documents expires two months after publication of the Advertisement. Print documents will not be returned.

4. Rights and obligations of the Client

4.1. Responsibility for quality and advertising content/warranty

The Client bears sole responsibility for the Advertisements it submits to Ringier Advertising for publication and the content thereof. The Client undertakes and guarantees to review its Advertisements, content, products and other information to ensure that they are legally compliant and free of errors and to deliver the complete advertising material correctly.

4.2. Property rights

The Client guarantees that it has obtained all rights necessary for the production of the advertising material and holds all rights necessary for the placement of the Advertisement.

The Client grants Ringier Advertising and the publisher all copyrights, related rights and other rights necessary for the use of the Advertisements, in particular the right to reproduce, distribute (in particular on print and online channels), transmit, edit, store and retrieve from a database, with regard to time, place and content to the extent necessary for the execution of the order, as well as the corresponding sub-licensing rights.

The Client grants Ringier Advertising and the publisher the right to label the Advertisements with the word “Advertisement” or similar where necessary, to retain copies of the Advertisements and to make these available to the Publisher through a database to the extent necessary for the fulfilment of the advertising order.

In all other respects, all property rights (copyrights, trademark rights, design rights, etc.) for content, logos, layouts, etc. belong to and remain the property of Ringier Advertising, the publisher or third parties who provided them. The Client acknowledges and agrees that it has no claims to the aforementioned intellectual property rights as a result of the contractual relationship with Ringier Advertising.

The Client or the agency authorises Ringier Advertising to submit the advertising material to the relevant competent authority (e.g. Federal Office of Communications OFCOM, Swissmedic, Gespa, Federal Office of Public Health) for assessment if Ringier Advertising has doubts about the legal admissibility of the advertising material.

If there is any doubt about the legal admissibility of an Advertisement, Ringier Advertising is authorised to reject the Advertisement or halt publication (see section 3.2).

4.3. Indemnification

If Ringier Advertising, a member of a governing body or an employee of Ringier Advertising is held liable under criminal, civil or administrative law due to the unlawfulness of information provided by the advertiser or the agency, a lack of third-party consent, the infringement of third-party rights or data protection violations or other violations of the law by the contractual partner or a third party commissioned by it, the contractual partner will indemnify the parties concerned against all claims upon first request and hold them fully harmless.

4.4. Notification of defects

The Client must check the Advertisements immediately when publication begins and report any defects in writing immediately after publication; the Advertisement will then be deemed approved. If there are apparent defects, the notification period will begin when the Advertisement is published. For hidden defects, the notification period will begin when the defect is discovered. The right to a price reduction is expressly excluded.

5. Closing agreements

5.1. General

According to the applicable rates for each medium (www.ringier-advertising.ch), the Client and Ringier Advertising may conclude discount agreements for a certain volume (turnover or quantity) defined by the Client for a term of 12 months (“closing agreements”). The rates of the respective medium apply. The discount is always applied to the advertising value and not to technical or sales-related costs.

5.2. Term

Closing agreements (based on turnover or quantity) must be settled within one calendar year. The term of the closing agreement always ends on 31 December of the corresponding (same) year. This does not apply to any express written agreements between Ringier Advertising and the Client. In general, each closing agreement is only intended to cover Advertisements from one Client. The desired amount of the agreement and the start of the term must be agreed in writing with Ringier Advertising.

5.3. Closing agreements for group companies

A shared discount for companies belonging to the same group can only be applied if the terms of the closing agreement are identical and if the same company has at least a 50% direct or indirect controlling interest in the companies. Unless otherwise agreed, the term of a closing agreement for Group companies is one calendar year.

5.4. Reimbursement/adjustment charges

If a higher contract level is reached within the term, the Client is entitled to the correspondingly higher discount. The discount difference will be paid to the Client after the end of the term of the closing agreement. If the agreed volume is not reached, a corresponding adjustment charge will be made in accordance with the contract/discount levels set out in the documentation for the Advertisement.

5.5. Dynamic pricing

For bookings under dynamic pricing conditions, please refer to the Ringier Advertising factsheet “Dynamic Pricing”, available at https://www.ringieradvertising.ch/en/print/dynamic-pricing/.

6. Base prices

6.1. General

The prices, additional costs and discounts in the documentation for Advertisements are applied to all Clients in accordance with the publisher’s standardised guidelines. Advertising agents such as media and advertising agencies are obliged to adhere to the applicable advertising prices and conditions of Ringier Advertising in their offers, contracts and invoices to their customers. The advertising prices are subject to change and also apply to current orders from the effective date (see Section 11.2).

6.2. Advisory commission (AC)

The relevant regulations apply to the advisory commission in accordance with the rate for each medium, available at www.ringier-advertising.ch.

6.3. Annual sales premium (ASP)

An annual sales premium based on the net invoice amount is granted to all direct Clients whose advertising orders are guaranteed to generate a minimum annual turnover of CHF 30,000 (excluding classified ads and VAT) in one or more publications marketed by Ringier Advertising. Further provisions in this regard are provided within the scope of the corresponding rates available at www.ringier-advertising.ch/en/print.

6.4. Advisory commission and annual sales premium

Advisory commission and annual sales premium cannot be combined. In the event of non-compliance with the terms of payment, any AC and ASP already paid out to the Client will be recovered.

6.5. Value added tax

All advertising prices exclude VAT. If the invoice is issued to a non-Swiss company, Swiss VAT does not apply.

7. Invoicing and terms of payment

7.1 Invoicing

Ringier Advertising will invoice the Client once the agreed service has been fully delivered or on a monthly pro rata basis. If Ringier Advertising is unable to provide the agreed service in full or at all during the agreed campaign period

due to circumstances for which the Client is responsible, in particular because Ringier Advertising has not received the Advertisements on time or properly, has received them in an incorrect format or with illegal content, Ringier Advertising is entitled to invoice the Client in full for the remuneration owed for the service in accordance with the order.
If Ringier Advertising is unable to provide the agreed service in full or at all during the agreed campaign period due to circumstances for which the Client is not responsible, Ringier Advertising will invoice the Client for the remuneration owed for the service in accordance with the order on a reduced pro rata basis. The same applies to cases in which the agreed service is not delivered or not delivered in full due to circumstances for which Ringier Advertising and not the Client is responsible.

7.2. Payment period/default in payment

Unless otherwise agreed, all invoices are payable without any deductions by no later than 30 days after invoicing. In the case of late payment, Ringier Advertising is entitled to charge a reminder fee of CHF 20.00 for each reminder. In the event of late payment, the Client will be charged the usual statutory default interest and expenses for collection. If the Client fails to pay the invoice(s) despite a reminder, Ringier Advertising is entitled to cancel the order without notice (cancellation for good cause pursuant to Section 10.5). In the event of late payment, Ringier Advertising is entitled to cancel the Client’s order immediately without a reminder and to suspend any outstanding Advertisement placements. Despite this, the Client is still obliged to pay the full contractual amount and is also liable for all further damages.

7.3. Advance payment/sureties

Notwithstanding the provisions of Section 7.1, Ringier Advertising reserves the right to invoice orders monthly in advance. Unless otherwise agreed, advance payment is due one week before the first publication of the Advertisement. If this payment deadline is not met, Ringier Advertising is entitled to cancel the planned Advertisement without issuing a reminder. The Client remains obliged to pay the full contractual amount and is also liable for all further damages. Ringier Advertising is entitled to require advance payments or sureties for further services in the following cases in particular:

  • In the event of a default in payment by the Client in accordance with Section 7.2; or
  • if Ringier Advertising is informed of payment difficulties on the part of the Client or in the event of a significant deterioration in the Client’s financial circumstances.
7.4 Offsetting prohibition

The Client is not entitled to offset any counterclaims against Ringier Advertising.
Our data protection provisions, available at https://www.ringier-advertising.ch/en/data-privacy, also apply.

8. Data protection

8.1. General

Data protection and data security are a high priority for Ringier Advertising. When processing personal data, Ringier Advertising complies with the applicable Swiss data protection legislation. The processing of personal data is subject to the Data Privacy Policy of Ringier Advertising

8.2. Handling of personal data in order processing

The Contractual Partner assures Ringier Advertising that it will also comply with the applicable data protection legislation and confirms in particular that all personal data provided by it has been collected lawfully and may be used by Ringier Advertising to fulfil the order placed by the Contractual Partner.

Ringier Advertising undertakes to use the Contractual Partner’s data only for the fulfilment of the order placed by the Contractual Partner and for the administration of the contractual relationship, subject to any consent being granted otherwise. Ringier Advertising is also authorised to process the Contractual Partner’s personal data for marketing purposes, in particular for customised offers. The Contractual Partner may restrict or prohibit the use of its data for marketing purposes in writing. 

8.3. Analysis of access data

If the advertiser and/or agency obtains (personal) data from Ringier Advertising through competitions held in connection with an advertising order or through the use of special technology such as cookies or tracking pixels, or otherwise obtains or collects (personal) data from Ringier Advertising from the placement of online advertising, the Contractual Partner and/or agency warrants that it will comply with the provisions of the European Data Protection Regulation (GDPR) or the Swiss Data Protection Act (DSG) and – where applicable – the Federal Act against Unfair Competition (UWG) when collecting, processing and using personal data.

9. Warranty and liability

9.1. Warranty

Ringier Advertising guarantees the best possible publication of the Advertisement in accordance with the relevant industry standard. The Client acknowledges that the latest technology does not make it possible to ensure that the Advertisement is published completely free of errors at all times.

Minor errors, in particular minor impairments to the reproduction of the Advertisement, are excluded from the warranty. Furthermore, Ringier Advertising accepts no liability for the transmission of the advert to the Ringier Advertising server. Ringier Advertising is not obliged to check the Advertisements or the content provided for legal conformity, correctness, currentness, completeness, quality and/or accuracy and assumes no guarantee or liability for this. Ringier Advertising does not guarantee the accuracy, up-to-date nature and completeness of information accessible through the publisher’s own media properties.

9.2. Direct and indirect damages

Ringier Advertising is liable without limitation for direct damage caused intentionally or through gross negligence. In the event of minor negligence, Ringier Advertising is liable for personal injury without limitation, and for property damage and financial loss up to the production costs of the service purchased by the Client, but not exceeding CHF 30,000.00 per loss event.

Ringier Advertising accepts no liability for indirect damages, lost sales or lost profits. Mandatory legal provisions remain reserved. Where Ringier Advertising is obliged to pay compensation, Ringier Advertising must ensure that the Client is in the same position as if the contract had not been concluded (“negative interest”); compensation for non-fulfilment is excluded.

9.3. Damages for reasons not attributable to Ringier Advertising

Ringier Advertising will not be liable if the provision of the service is temporarily suspended, restricted in whole or in part, or becomes impossible due to force majeure. Force majeure includes, in particular, power failure and malware (e.g. viruses). Ringier Advertising is under no circumstances responsible or liable for misuse by third parties (e.g. hackers, transmitters of computer viruses), for security deficiencies in telecommunications networks and the Internet or for the costs of any support services provided by the Client or third parties commissioned by the Client.

10. Term of contract, right of withdrawal, rescheduling and termination

10.1. Term of contract

The start and term of the contract are defined in the order.

10.2. Right of withdrawal/cancellation

Cancellation by the advertiser or the agency is generally excluded. However, Ringier Advertising may, at its own discretion, grant the advertiser or agency the right to withdraw from the contract in individual justified cases. The cancellation must be made in writing (email is sufficient) and must contain a clear justification for the cancellation. Telephone or verbal cancellation is not possible. However, if Ringier Advertising considers the cancellation to be without justification, it will not be granted at any time. If Ringier Advertising exceptionally grants the advertiser or agency a right of cancellation, the contract may be cancelled free of charge no later than 11 working days before the agreed advertising deadline. Within the last 10 working days before
the agreed advertising deadline, the contractual partner’s right of cancellation granted by Ringier Advertising may only be exercised in return for a percentage compensation (contractual penalty) based on the net/net value of the respective advertising order:

  • Between 10 and 6 working days: 25%
  • Between 5 and 3 working days: 50%
  • Less than 3 working days before the advertising deadline: 100%
10.3. Rescheduling

Requests to reschedule an agreed publication date must be made in writing and submitted by the closing date. In all cases, the rescheduling is subject to available capacity.

10.4 Termination of fixed-term contracts

If the term is clearly stipulated in the order, the contract will end automatically at the end of the agreed term.

10.5 Résiliation pour de justes motifs

Ringier Advertising reserves the right to terminate the contract without notice for good cause in all cases. Good cause includes, but is not limited to:

  • default in payment by the Client in accordance with Section 7.2;
  • a violation of these GTC
  • if the Client misuses Ringier Advertising’s services for illegal or immoral purposes; or
  • a publication in which the Advertisement should have been published is discontinued during the term of the contract.

Should the Advertisement be cancelled without notice for good cause, Ringier Advertising will be entitled to suspend publication of the Advertisement with immediate effect. The right to assert claims for damages and other claims against the Client remains reserved. Ringier Advertising is not liable to pay compensation in the case of cancellation without notice due to the discontinuation of a publication.

Should the contract be terminated without notice for good cause, the Client will, without prejudice to any other legal obligations, pay Ringier Advertising any remuneration owed for services already provided and reimburse Ringier Advertising for the difference between any volume discounts already granted and the discount calculated after termination in relation to the volume actually purchased.

11. Amendments

11.1. Amendment to the General Terms and Conditions

Ringier Advertising is entitled to amend or adapt the General Terms and Conditions at any time; amendments will also apply to current orders. Ringier Advertising will inform the Client of the changes at least 30 days before the new General Terms and Conditions come into force.

11.2 Price changes

Ringier Advertising is entitled to change prices and modify its advertising spaces at any time, as well as to remove them from its range in whole or in part. This does not apply to advertising orders that have already been legally concluded.

Prices may change from the published rates at any time. The price changes do not apply to legally binding advertising orders. Price adjustments due to changes in tax rates (e.g. increase in VAT) are not considered price increases.

Any further development of an advertising space or an appropriate adjustment of an Advertisement for objective reasons is not deemed an amendment to the contract. It is assumed that further development or adaptation, e.g. as part of a redesign of an Advertisement, is appropriate.

12. Written form

Amendments and additions to the contractual relationship, including amendments to this clause, must be made in writing to be legally effective. In addition to handwritten signatures, advanced electronic signatures (“FES”) via Skribble or another e-signature provider are also recognised as fulfilling the written form requirement. The same applies to the waiver of this written form requirement.

13. Non-disclosure

Ringier Advertising and the Client must treat all information about the other contractual partner or about the publisher that is neither generally known nor generally accessible and that they have received in connection with the conclusion or fulfilment of the contract as confidential. This confidentiality obligation applies as soon as the party in question gains access to confidential information belonging to the contractual partner or the publisher, regardless of the date on which the contract commences, and continues beyond the termination of the contract.

14. Severability clause

Should individual or several provisions of these GTC be or become invalid, this will not affect the validity of all other provisions or agreements if there is any doubt. In place of ineffective provisions, a provision will apply which is as close as possible to the economic meaning and purpose of the ineffective provision in a legally permissible manner. The same applies if there are loopholes that must be closed.

15. Transfer to third parties

Rights and obligations arising from this contract may only be transferred to a third party with the written consent of the other party. The transfer of the entire contract to a legal successor and/or within the Group does not require approval. The other party must be notified of such a transfer in writing.

16. Applicable law and place of jurisdiction

The contractual relationship is subject to Swiss law to the exclusion of the Swiss Federal Act on Private International Law (IPRG, Internationale Privatrechtgesetz) and the UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).

The exclusive place of jurisdiction is Zurich (Switzerland).

dated 23 May 2024

1. Scope

These General Terms and Conditions for Content Partnerships («GTCs») shall govern the contractual relationships between the Client or the advertising agency engaged by it, provided that the agency is acting in its own name and on its own account («Client»), and Ringier AG (Ringier Advertising/Brand Studio) concerning production and creation services combined with advertising orders for our print and digital portfolio. The General Terms and Conditions of Ringier Advertising regarding the print portfolio and/or digital portfolio («Print GTCs » and «Digital GTCs», available via https://www.ringieradvertising.ch/en/legal/) shall apply subordinate to these GTCs. In the event of discrepancies, these GTCs shall take precedence over the current version of the Print GTCs and Digital GTCs. Confirmations to the contrary by the (advertising) Client with reference to other terms and conditions are hereby expressly excluded. Deviations from this shall only apply if and to the extent that Ringier AG has expressly confirmed them in writing. In the event of discrepancies between any separate written agreement between the Client and Ringier AG (Ringier Advertising/Brand Studio) and the GTCs and/or the Print GTCs and/or the Digital GTCs, the separate written agreement shall take precedence over the GTCs in question. Ringier Advertising uses its Brand Studio to offer cross-title products and solutions in the fields of content, creative services and sponsorship, which can be pooled together and broadcast across all the media genres within the entire portfolio. The Brand Studio meets advertisers’ needs through its central customer care in 360° cases, including the creation of content-based or creationdriven advertising forms.

2. Offers and billing for production services

For content partnerships, Ringier Advertising draws up an offer consisting of media and production elements (not eligible for discounts). The production costs as set out in the offer apply to standardised products. Everything else is offered according to expenditure. The production elements are based on the time required and the individual hourly rate, plus any third-party services. Ringier Advertising shall inform the Client in good time of any necessary additional outlay due to changed requirements.

3. Reduction or cancellation of the order

The Print GTCs or Digital GTCs shall apply to the cancellation of advertising services, as applicable in the individual case in question. The following shall apply to production services (such as the creation of a native article, content reporting, video production or banners). If an order is reduced or cancelled once it has been issued, Ringier Advertising has the right to:

  • The settlement of the work undertaken up to that date, in line with the offer (on a pro rata temporis basis);
  • The settlement of the expenses and preliminary work of third parties; and
  • The reparation of all losses arising from the reduction or cancellation.
  • Furthermore, Ringier Advertising has the right to use in another way the work it created up to the cancellation of the order. The rights shall remain with Ringier Advertising in their entirety.

4. Acceptance and warranty

Ringier Advertising undertakes to perform all the tasks assigned to it carefully, to the best of its knowledge and belief, and in the interests of the Client. Furthermore, Ringier Advertising undertakes to carefully select the employees deployed, to train them, to ensure they work in a professional manner and to supervise them. Services and work results created by Ringier Advertising and sent to the Client must be reviewed by the Client («printing proof»). Complaints against services rendered by Ringier Advertising must be made in writing without delay, and at the latest within 2 working days of delivery. If the Client does not issue an objection within this period, the services or work results shall be deemed irrevocably accepted by the Client (even if the Client did not check them). In the event of a complaint, corrections shall be undertaken within an appropriate period of time, and within 14 calendar days at the latest, subject to the condition that there are deviations from the agreed concept or storyboard. If the corrected service is not to the satisfaction of the Client, it is to be corrected until the service is provided to the satisfaction of the Client, subject to the condition that there are deviations from the agreed concept or storyboard. A right to withdrawal or compensation on the part of the Client is excluded.

The warranty excludes defects and disruptions for which Ringier Advertising is not responsible, such as natural wear and tear, force majeure, inappropriate handling, customer or third-party interventions, excessive use, unsuitable equipment or environmental influences.

5. Third-party services

Ringier Advertising shall either render the services necessary to execute the project itself or by involving third parties (which may not include notifying the Client, with Ringier Advertising bearing the costs in this instance). As part of this, Ringier Advertising may turn to the services of long-standing, reliable partners. Ringier Advertising selects third parties carefully. With the Client’s consent, Ringier Advertising is entitled to invoice the Client for the services procured from third parties for the project. In the event that third parties are in default with the provision of goods and/or services, Ringier Advertising cannot be held liable for this. Ringier Advertising shall act towards third parties in the interests of the Client. The GTCs and contractual conditions of the third parties involved shall apply subordinate to these GTCs for the projects in question, provided the Client was notified of the involvement of third parties.

6. Data protection

6.1. General

Data protection and data security are a high priority for Ringier Advertising. When processing personal data, Ringier Advertising complies with the applicable Swiss data protection legislation. The processing of personal data is subject to the Data Privacy Policy of Ringier Advertising

6.2. Handling of personal data in order processing

The Contractual Partner assures Ringier Advertising that it will also comply with the applicable data protection legislation and confirms in particular that all personal data provided by it has been collected lawfully and may be used by Ringier Advertising to fulfil the order placed by the Contractual Partner.

Ringier Advertising undertakes to use the Contractual Partner’s data only for the fulfilment of the order placed by the Contractual Partner and for the administration of the contractual relationship, subject to any consent being granted otherwise. Ringier Advertising is also authorised to process the Contractual Partner’s personal data for marketing purposes, in particular for customised offers. The Contractual Partner may restrict or prohibit the use of its data for marketing purposes in writing. 

6.3. Analysis of access data

If the advertiser and/or agency obtains (personal) data from Ringier Advertising through competitions held in connection with an advertising order or through the use of special technology such as cookies or tracking pixels, or otherwise obtains or collects (personal) data from Ringier Advertising from the placement of online advertising, the Contractual Partner and/or agency warrants that it will comply with the provisions of the European Data Protection Regulation (GDPR) or the Swiss Data Protection Act (DSG) and – where applicable – the Federal Act against Unfair Competition (UWG) when collecting, processing and using personal data.

7. Liability

Ringier Advertising does not accept liability for any damages, except in instances of deliberate action or gross negligence. Liability for indirect damage and consequential damage such as data loss, business interruptions, lost profit, etc. is excluded. Ringier Advertising does not accept liability for third-party services. Liability for auxiliaries is excluded. The Client is obliged to check the legal permissibility of the services (particularly with respect to advertising law, competition law, trademark law, copyright law and administrative law, etc.). Ringier Advertising shall not be liable if the material used, such as images, text or similar, impinges upon third-party rights. Ringier Advertising shall not be liable for content and material provided by the Client and/or content and material stipulated or approved by the Client. The Client shall fully indemnify Ringier Advertising in such cases. If a service cannot be rendered, or cannot be rendered in a timely fashion, by Ringier Advertising due to information and/or goods not being delivered in a timely fashion by the Client or due to the non-contactability of the Client, the Client must bear the losses resulting from this.

8. Intellectual property

The unlimited rights to all works (articles, magazines, videos etc.) created by Ringier Advertising shall be held fully by Ringier AG. Ringier Advertising may use these rights on an unlimited basis. Based on this principle, it follows that the Client is not authorised to make changes to the works in question, particularly to individual design elements, without the written authorisation of Ringier Advertising. Ringier Advertising is entitled to indicate its copyright on the works created by it in a form to be determined by Ringer Advertising. The Client is granted a right of use to the services/works created by Ringier Advertising, with the scope of this right arising from the separate contract between the parties, or the offer. The agreed right of use shall only pass to the Client upon the settlement of the full fee by the Client. In particular, works, order documents or parts thereof created by Ringier Advertising and provided to the Client may only be used within the framework of the agreed order. This right of use shall apply for an indefinite period of time, unless otherwise agreed. It excludes any use apart from the contractual purpose, and excludes the surrender of raw data. The Client has the right to use texts and articles created by Ringier Advertising as part of the order within its own online publications (website, social media and internal newsletters). Such secondary use is to be indicated by means of a canonical tag (canonical URL) that links to the original publication by Ringier Advertising. However, the parties can also negotiate use outside the contractual purpose and the surrender of raw data and agree on such use in writing. In the event of any other use, or any use outside the contractual purpose, the Client must inform Ringier Advertising of this immediately and provide appropriate compensation for this increased use. It is to be noted that only rights of use owned by Ringier Advertising itself can be transferred. I.e. different provisions may apply in individual cases regarding third-party images, videos, texts, or other third-party material. In the event of agency images and licensed images, Ringier Advertising shall license such images for their effective utilisation. Usage that goes beyond this is a matter to be negotiated between the agency in question and the Client. Ringier Advertising will happily provide the relevant contact details upon request. For externally commissioned photographers, it is standard for only the right of use for the application in question to be included. Full buyouts can be purchased from Ringier Advertising as an add-on. The copyright to open-source software (such as WordPress) used in programming websites and/or screen designs remains with its creator. If Ringier Advertising programs proprietary software solutions, Ringier Advertising shall retain the rights to the code. The deadlines for maintenance and support are agreed with the Client for specific instances.

9. References and self-promotion

Ringier Advertising is entitled to use the Client’s name as a reference. Ringier Advertising reserves the right to use its work in an appropriate way for self-promotion, namely, on its own website, in customer presentations or on social media.

10. Retention of documents

Ringier Advertising shall retain documents, final artworks, data, etc. at its registered office for the duration of three years after completion or delivery. It is exempted from retaining them beyond this point unless there are written instructions from the Client or mandatory statutory provisions to the contrary.

11. Confidentiality

The parties may exchange information regarding an upcoming or potential future collaboration. As part of this process, it may be the case that business and operating secrets and other confidential information are made accessible in written and verbal form. The parties are mutually obliged to maintain confidentiality.

12. Exclusivity

Ringier Advertising is entitled to work for multiple customers from the same industry without express written agreement.

13. Force majeure

In the event that a service cannot be rendered due to force majeure (e.g. illness, epidemics/pandemics, weather conditions, power outage and power shortage, acts of war, unrest, strikes, non-granting and/or revocation of entry permits and landing rights, etc.), the affected party shall be released from its obligation to fulfil its contractual obligations and any obligation to pay compensation from the point in time at which the obstacle or event makes it impossible for it to provide the service. In instances of force majeure, the parties undertake to minimise loss as best possible and shall inform each other without delay of the causes of the force majeure

14. Severability clause and language clause

If individual or several provisions of these GTCs are or become invalid, this shall not affect the validity of all the other provisions or agreements if in doubt. In place of the invalid provision, a provision shall apply which reflects as closely as possible the invalid provision’s economic sense and purpose in a legally permissible manner. This also applies in the event of loopholes that need to be closed. The German language version of these GTC shall take precedence over the other versions (English, French).

15. Applicable law and place of jurisdiction

These GTCs are subject to Swiss law, to the exclusion of the Federal Act on Private International Law (PILA) and the UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention). The exclusive place of jurisdiction shall be Zurich (Switzerland).