Legal

General Terms and Conditions for Ringier AG’s (Ringier Advertising’s) Digital Operations

11.07.2022

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. 1. 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

Ringier Advertising undertakes to use the contractual partner’s data solely for the purposes of fulﬁlment of the order placed by the latter, and for administration of the contractual relationship, subject to any consent given to the contrary. Furthermore, Ringier Advertising is entitled to process the contractual partner’s personal data for marketing purposes, speciﬁcally for customised services. The contractual partner may have the use of its data for marketing purposes restricted or prohibited in writing.

6.2. Evaluation of access data

If the advertiser/agency, through competitions/sweepstakes within the scope of an advertising order or through certain technology (such as the use of cookies or counting pixels), obtains (personal) data of Ringier Advertising or otherwise gains or collects such data from the placement of online advertising, the advertiser/agency guarantees that it complies with the provisions set out in the European General Data Protection Regulation (GDPR) or the Swiss Federal Act on Data Protection (FADP) and – where applicable – the Federal Act against Unfair Competition (UCA) 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).

General Terms and Conditions of Ringier AG (‘Ringier Advertising’) for advertisements and special types of inserts in newspapers and magazines

11.07.2022

1. Scope

These General Terms and Conditions (‘GTCs’) govern the contractual relationships between the advertiser or the advertising agency engaged by it – if the agency is acting in its own name and on its own account – (‘the Client’) and Ringier AG (‘Ringier Advertising’) concerning advertisements in newspapers or magazines published by the publishers Ringier AG, Ringier Axel Springer Schweiz AG and Le Temps SA, as well as possible special types of inserts in these and other newspapers or magazines such as loose inserts, bound inserts, ﬁxed inserts, commercial samples etc. (‘advertisements’) The Client expressly authorises the publisher to display the advertisements on its online media as well.

2. Ringier Advertising’s rights and obligations

2.1 General

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

2.2 Right of refusal and suspension of service

Ringier Advertising has the right, at any time, to reject advertising orders from advertisers and/or agencies without any need to state reasons for doing so. Ringier Advertising shall notify the Client of a rejection without delay. Once advertising orders have been concluded, Ringier Advertising shall be entitled to immediately reject or refuse to publish any immoral or illegal content in the advertisements (especially 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) at any time, at its own discretion and without informing the Client. This shall not entitle the Client to ﬁle claims of any kind against Ringier Advertising. Ringier Advertising is expressly released from the obligation to provide services in relation to (outstanding) free space, conditional 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.

2.3 Designing advertisements

Advertisements shall be labelled accordingly, e.g. as ‘Advertisement’. With regard to advertisements designed by editors, the corresponding publishing body’s base font, title and logo in particular may not be used. Orders for special types of advertisement such as loose inserts, bound inserts, ﬁxed inserts, commercial samples etc. shall only be binding for Ringier Advertising once a template has been submitted and approved.

2.4 Deadlines/placements

Ringier Advertising reserves the right in principle to change an advertisement’s publication date and placement. Placement requests shall be taken into consideration whenever possible. Placement guarantees are subject to additional costs. Business disruptions or force majeure may prevent publication of the advertisement or cause it to be postponed without prior notice.

2.5 Retaining print data

The publisher’s obligation to store printing material shall end two months after the advertisement is published. Printing material shall not be returned.

3. The client’s right and obligations

3.1 Responsibility for quality and advertising content / warranty

The Client is solely responsible for the advertisements and the content given to Ringier Advertising for publication. The Client undertakes to review its advertisements, content, products and other information to ensure that they are lawful and accurate, to submit all of the advertising material correctly and to provide a guarantee in this respect.

3.2 Intellectual property rights

The Client guarantees that it has obtained all rights necessary for the production of the advertising material and that it possesses all rights necessary for placement of the advertisement. The Client shall transfer to Ringier Advertising and the publisher, to the extent required for execution of the order, all copyright, usage rights, ancillary copyright and other rights necessary for use of the advertisements, in particular the right to duplicate, disseminate (in particular on print and online channels), transmit, process, store in and extract from a database, in time, location and content, together with the corresponding sub-licensing rights to the publisher and/or Ringier Advertising.

The Client grants Ringier Advertising and the publisher the right to label advertisements where necessary with the designation ‘Advertisement’ or similar, to preserve copies of advertisements and to make the same accessible to the publisher through a 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. belong to and shall remain the property of Ringier Advertising, the publisher or third parties that have made the same available. The Client hereby acknowledges and agrees that it shall not obtain any claims to the above intellectual property rights as a result of the contractual relationship with Ringier Advertising. The Client/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 2.2).

3.3 Indemnity

3.4 Notiﬁcation of defects

The Client must check the advertisements immediately on placement and submit a written notiﬁcation of any defects immediately after publication; the advertisement shall thereafter be deemed to have been approved. The complaint period begins at the time the advertisement is published in the event of evident defects, and at the point of discovery in the event of latent defects. The right to a price reduction is expressly excluded.

4. Deﬁnitive agreements

4.1 General

In accordance with the rates applicable for each publication (www.ringier-advertising.ch), the Client and Ringier Advertising may conclude discount agreements for a term of 12 months for a volume (sales or quantity) deﬁned by the Client (‘deﬁnitive agreements’). The rates of the publication in question apply in this regard. The discount always pertains to the value of the advertisement, not to costs for technical aspects or distribution.

4.2 Term

Deﬁnitive agreements (by sales or quantity) are to be executed within 12 months:

If the ﬁrst advertisement is published by the 14th of a month, the term of the deﬁnitive agreement shall expire at the end of the previous month in the following year. If the ﬁrst advertisement is published on or after the 15th of a month, the term of the deﬁnitive agreement shall expire at the end of the same month in the following year. Every deﬁnitive agreement generally only concerns advertisements from a single client. Ringier Advertising is to be informed in writing of the desired scope of the deﬁnitive agreement and the start of its term.

4.3 Group agreements

Joint discounts can only be granted for companies belonging to the same group if the terms of the deﬁnitive agreements are identical and if at least 50% of each company is controlled directly or indirectly by the same company. Unless agreed otherwise, the term of a group deﬁnitive agreement shall be one calendar year.

4.4 Reimbursement/additional charges

If a higher contract level is reached during the term, the Client shall be entitled to the higher discount. The discount difference shall be refunded to the Client once the term of the deﬁnitive agreement has expired. If the agreed volume is not reached, the Client shall be reimbursed in line with the rate card/discount scales set out in the advertisement documentation.

4.5 Dynamic pricing

For bookings under dynamic pricing conditions, please refer to Ringier Advertising’s ‘Dynamic pricing’ fact sheet, available at www.ringier-advertising.ch.

5. Base prices

5.1 General

The prices, surcharges and discounts set out in the advertisement documentation apply to all clients under the publisher’s uniform guidelines. Brokers such as media and advertising agencies are obliged to adhere to the applicable advertisement rates and Ringier Advertising’s terms in their offers, contracts and bills to and with their customers. Ringier Advertising reserves the right to change the advertisement rates; once they become effective, any such changes shall also apply to ongoing orders (see section 10.2).

5.2 Consulting commission (CC)

The corresponding regulations apply to the consulting commission in accordance with the rate for the publication in question, available at www.ringier-advertising.ch.

5.3 Annual sales premium (ASP)

An annual sales premium shall be paid on the net invoice amount to all direct clients whose annual advertisement orders consist of at least three advertisement pages in one or more Ringier Advertising publications. Additional regulations concerning this matter are set out in the relevant rates available at www.ringier-advertising.ch.

5.4 Consulting commission and annual sales premium

The consulting commission and annual sales premium cannot be accumulated. If the terms and conditions of payment are not adhered to, any consulting commission and annual sales premium already disbursed to the Client shall be reclaimed.

5.5 VAT

The advertisement rates do not include VAT. If the invoice is issued to a foreign company, Swiss VAT shall no longer be applicable.

6. Invoicing and payment terms

6.1 Invoicing

Ringier Advertising shall bill the Client on final delivery of the agreed service or monthly pro rata temporis. If Ringier Advertising is unable to provide the agreed service at all or is unable to provide it in full during the agreed campaign period due to circumstances that fall under the Client’s control, in particular if Ringier Advertising does not receive the advertisements in time, or receives them with incorrect material, in a faulty format or with illegal content, Ringier Advertising shall be entitled to invoice the Client in full for the remuneration owed for the service as per the order.

If Ringier Advertising is unable to provide the agreed service at all or is unable to provide it in full during the agreed campaign period due to circumstances that are beyond the Client’s control, Ringier Advertising shall invoice the Client for a proportionately reduced amount for the remuneration owed for the service as per the 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 Client’s, control.

6.2 Payment deadline/default

Unless agreed otherwise, invoices are payable and due without deductions no later than 30 days afterbeing issued. In the event of default, Ringier Advertising shall be entitled to charge a reminder fee of CHF 20.00 for each reminder. In the event of default, the Client shall be charged interest on arrears at the usual statutory rate and debt collection expenses. If the Client fails to pay the invoice(s) despite being sent a reminder, Ringier Advertising shall be entitled to terminate the order without notice (termination for due cause as per section 9.5). In the event of default, Ringier Advertising shall be entitled to stop the Client’s order immediately without sending a reminder and to suspend any outstanding placement of advertisements. The Client nevertheless remains obliged to pay the full contractual amount and is also liable for any further losses.

6.3 Advance payment/security deposits

Notwithstanding the provisions as per section 6.1, Ringier Advertising reserves the right to invoice a monthly sum in advance for orders. Unless agreed otherwise, this advance payment is due one week before the advertisement is initially published. If this payment deadline is not met, Ringier Advertising shall be 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 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 the Client being in arrears as per section 6.2; or
if Ringier Advertising learns of the Client’s payment difficulties or if the Client suffers a material deterioration in its economic circumstances.

6.4 Ban on offsetting

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

7. Data protection

Ringier Advertising attaches a great deal of importance to data protection and data security. When processing personal data, Ringier Advertising complies with the applicable Swiss data protection legislation. The Client assures Ringier Advertising that it also complies with the applicable data protection legislation and confirms, in particular, that all personal data provided by it was collected in a legitimate manner and may be used by Ringier Advertising or the publisher for the purpose of fulfilment of the order placed by the Client. Ringier Advertising undertakes to use the Client’s data solely for the purposes of fulfilling the agreed order and administrating the contractual relationship, subject to any consent given to the contrary. Furthermore, Ringier Advertising is entitled to process the Client’s personal data for marketing purposes, in particular for delivering customised offers. The Client may restrict or prohibit use of its data for marketing purposes in writing by sending its objection to Ringier Advertising by email, post or phone.

8. Warranty and liability

8.1 Warranty

Ringier Advertising guarantees the best possible publication of the advertisement in keeping with the customary technical standards in place at the time. The Client acknowledges that it is not possible, even with state-of-the-art technology, to guarantee wholly error-free publication of the advertisement. Insignificant errors – in particular insignificant impairments of the reproduction of the advertisement – are excluded from the warranty. Furthermore, Ringier Advertising assumes no liability for transmission of the advertisement to the Ringier Advertising server. Ringier Advertising is not obliged to review the advertisements 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 or liability in this respect. Ringier Advertising does not guarantee the accuracy, up-to-dateness or completeness of information accessible through the publisher’s publications.

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 shall be liable for personal injury without limitation and for property damage and financial losses to the equivalent value of the service procured by the Client, up to a maximum amount of CHF 30,000.00 per event. Ringier Advertising’s 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 Client for losses incurred, Ringier Advertising shall put the Client 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 shall not be 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. a virus attack) in particular. Under no circumstances is Ringier Advertising responsible or liable 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 Client or by third parties commissioned by the Client.

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

9.1 Contract term

The commencement and term of the contract are set out in the order.

9.2 Right of withdrawal/cancellation

Scheduling, modifications and suspensions in connection with advertisements are to be submitted in writing. Modifications and cancellations can be carried out free of charge up until the advertisement submission date (available under the rate for the publication in question at www.ringier-advertising.ch). Expenses for print material that has already been processed shall be invoiced.

9.3 Postponement

Postponement of an agreed publication date must be requested in writing and is only possible before the submission date. In any case, postponement is subject to available capacities.

9.4 Termination of fixed-term contracts

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

9.5 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:

the Client being in default as per section 6.2;
breach of these GTCs;
misuse of Ringier Advertising’s services by the Client for unlawful or immoral purposes; or
discontinuation during the contract term of a publication in which the advertisement should have been published.

If the contract is terminated without notice for due cause, Ringier Advertising shall be entitled to suspend publication of the advertisement with immediate effect. Ringier Advertising reserves the right to file claims for compensation and other claims against the Client. In the event of termination without notice due to a publication being discontinued, Ringier Advertising is not liable to pay compensation. If the contract is terminated without notice for due cause, the Client must, without prejudice to any other legal obligations, pay any remuneration owed for services already provided and 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; modifications shall also apply to ongoing orders. Ringier Advertising shall inform the Client 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. This does not apply to advertising orders that are already legally binding.

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 an advertisement 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. Confidentiality

Ringier Advertising and the Client shall treat as confidential all information about the other contractual partner or about the publisher that is not in the public domain or generally accessible and that they have received in connection with the conclusion or execution of the contract. This confidentiality obligation applies from such time that the party in question gains access to confidential information belonging to the contractual partner or the publisher, irrespective of the contract start date, and remains in place beyond termination of the contract.

13. 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 shall 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 have to be closed.

14. Transfer to third parties

The rights and duties arising from this contract may only be transferred to third parties 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

15. Anwendbares Recht und Gerichtsstand

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 (CISG). The exclusive place of jurisdiction is the Zurich (Switzerland).

General Terms and Conditions of Ringier AG (Ringier Advertising/Brand Studio) for special content-related projects in cooperation with Ringer Advertising’s Brand Studio

23.08.2022

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. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. Exclusivity

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

12. 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

13. 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).

14. 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).