General Terms and Conditions (GTC) of MediaBros. GmbH

1. Scope and principles

1.1. Scope of application

Unless otherwise agreed in writing, these "General Terms and Conditions" (GTC) of MediaBros GmbH (hereinafter referred to as MediaBros) apply exclusively to all advertising orders and related services. The GTC of contractual partners are expressly excluded, even if they claim exclusive validity.

1.2. Definition

For the purposes of these Terms and Conditions, an advertising contract is defined as all agreements between MediaBros and an advertiser, the content and services of which are described in more detail in the offer or order confirmation. Advertisers are defined as advertisers or their agencies.

1.3. Provisions for agencies

MediaBros only accepts advertising orders from agencies if they disclose the advertiser's name. If the advertiser is represented by an agency, the advertiser can only be released from their payment obligation by paying MediaBros.

1.4. MediaBros

MediaBros acts on its own account and in its own name. To this end, MediaBros concludes contracts with advertising media in its own name and for its own account. Exceptions may apply, for example, to Google Ads, Meta, and similar media.

1.5. Involvement of third parties

MediaBros is entitled at any time to engage third parties to fulfill its contractual obligations.

1.6. Confidentiality

MediaBros undertakes to treat all information received orally, in writing, or otherwise concerning the advertiser as confidential and not to disclose it to third parties without express consent. All information that is not publicly accessible and pertains to the advertiser's trade secrets is considered confidential. This data will be used exclusively for fulfilling the advertising order.

2. Conclusion of the advertising contract

2.1. Formation

Offers from MediaBros are non-binding. An advertising contract is formed when MediaBros receives an order confirmation from the advertiser or agency. This order confirmation is also valid if sent to MediaBros by email and without a signature. The advertising contract is formed in any case upon commencement of preparatory work or, at the latest, upon the start of the campaign. In these cases, delivery replaces the signed order confirmation.

2.2. Reservations

The provisions regarding price changes in section 4.2 remain reserved.

2.3. Delivery of the basic materials

The advertiser is obliged to provide MediaBros with the necessary basic material (in particular advertising materials and motifs, graphics, texts and videos) for the distribution method (application, broadcast, etc.) of the advertisement in the format required by MediaBros no later than the dates listed below before the confirmed distribution date, at their own expense:

10 working days for banners, landing pages, images, texts, graphics and videos.
In individual cases, lead times may vary due to specific regulations. MediaBros will inform the advertiser promptly in such cases.

2.4. Approval of advertising materials

Unless otherwise agreed, advertising materials designed by MediaBros are considered accepted without review by the advertiser. If the advertiser requests approval of the advertising materials, MediaBros reserves the right to make minor adjustments (e.g., for performance improvement) even subsequently, without further review by the advertiser.

2.5. Right to refuse

MediaBros and the advertising media reserve the right, even in the case of legally binding advertising contracts, to reject advertising materials supplied by the advertiser for legal, ethical, discriminatory, or similar reasons. In particular, MediaBros is entitled to reject advertising materials due to their origin, content, form, or technical quality.

3. Execution of the advertising contract

3.1. Basics

A legally binding advertising contract concluded by MediaBros obligates MediaBros to execute the contract in accordance with the order confirmation or confirmed offer.

3.2. Distribution

Unless otherwise agreed, MediaBros is free to choose the distribution channels to achieve the campaign objectives.

3.3. Measuring performance

The analysis and tracking program used by MediaBros is the sole basis for measuring the services provided by MediaBros. Unless otherwise agreed in writing, quantitative and qualitative performance is measured according to industry-standard KPIs (Key Performance Indicators) such as ad impressions, clicks, click-through rate (CTR), conversions, engagement and/or conversion rate, etc., as detailed in the final report and/or the analysis and reporting dashboard provided online by MediaBros.

3.4. Defects

If the agreed quantity is not reached within the campaign period due to force majeure (including technical malfunctions) or other circumstances beyond MediaBros' control, MediaBros may, in consultation with the advertiser, extend the campaign duration. MediaBros will inform the advertiser of any significant delays. Unless the advertiser objects to this notification in writing immediately (within one business day), it will be considered their acceptance.

3.5. Delivery times and force majeure

MediaBros strives to meet its stated delivery deadlines, even in the event of unforeseen difficulties, but without providing any legal guarantee. This applies in particular to delays caused by suppliers, force majeure (e.g., mobilization, war, strikes, natural disasters, epidemics, pandemics), and other circumstances beyond MediaBros' control. Adherence to delivery deadlines is contingent upon the client fulfilling their obligations, such as the timely delivery of source materials. No contractual penalties or similar claims can be asserted for delivery delays.

3.6. Dates, duration & terms

During ad distribution, cookies and other tracking technologies are used, which may contain data on ad duration, click behavior, and the number of banner impressions of a single ad per user. This information is used, for example, for frequency capping and/or interest and behavior targeting, as well as retargeting, to increase campaign efficiency. MediaBros may also use this data for analytical purposes. MediaBros can analyze and aggregate user-entered data to monitor campaign quality, validate data authenticity, and supplement existing datasets. This data is the property of MediaBros and is stored indefinitely.

4. Prizes

4.1. Basics

All prices published or quoted by MediaBros are individually defined for each specific order. The campaign price does not include any additional costs, in particular production costs, unless otherwise agreed in writing. Any additional costs will be invoiced separately by MediaBros and are payable by the advertiser. All prices are exclusive of VAT and any other applicable tax at the respective statutory rate.

4.2. Price changes

Prices published or quoted are subject to change at any time. For legally binding advertising contracts, price changes are only effective if MediaBros announces them at least 10 calendar days before the start of the campaign. In the event of a price increase, the advertiser has the right to withdraw from the contract, which must be exercised in writing within 5 business days of receiving the notification. Unless the advertiser notifies MediaBros otherwise, MediaBros is entitled to execute the campaign at the new prices.

4.3. Offers

Offers from MediaBros are non-binding and generally valid for 30 days from the date of issue. We reserve the right to make changes to our product range, services, product names, product scope, and our suppliers' product strategies.

5. Discounts, commissions and payment terms

5.1. Discounts

MediaBros may, with express reference to section 5.4 of these terms and conditions, grant discounts in the form of rebates or other concessions on the published rates.

5.2. Fixed discounts

MediaBros grants fixed year-end discounts and group discounts only in the case of an express written agreement at the time of contract conclusion.

5.3. Advisory commission/advertising agency remuneration, other agency compensation

Agencies receive a consulting commission (advertising agency fee) if they advise their clients and provide corresponding services, and can demonstrate this. The advertiser agrees that MediaBros may directly compensate the agencies for services specifically agreed upon between MediaBros and the agencies that result in a reduction of costs or minimization of risk for MediaBros.

5.4. Agency Guarantees

Agencies assure MediaBros that they will use the discounts and commissions granted to them lawfully. In particular, agencies assure MediaBros that the granting and disbursement of discounts and commissions will not result in any breach of law or contract by the agency. The agency further assures MediaBros that it will inform its clients in advance, fully, and transparently about the discounts and commissions granted to it, and that it will pass on all discounts and commissions to its clients, unless the contractual relationship between the agency and the advertiser (the agency's client) stipulates otherwise.

5.5. Account payments

For advertising orders exceeding CHF 10,000, a 30% deposit is due upon placement of the order. Campaign budgets must be paid in full no later than the campaign launch.

5.6. The project break

If an advertising order is suspended for more than 30 days due to delays by the advertiser, MediaBros is entitled to fully invoice for the services rendered up to that point.

6. Payment terms

6.1. Invoicing

MediaBros generally invoices its services after distribution has been completed. MediaBros reserves the right to invoice distributions spanning one or more month-ends monthly or quarterly. MediaBros reserves the right to begin a distribution only after receiving advance payment.

6.2. Due Date

All invoices from MediaBros are due from the invoice date and must be paid without deductions no later than 30 days after invoicing.

6.3. Rights in case of late payment and payment difficulties

In case of late payment, MediaBros is entitled to charge default interest of 5% on the invoice amount. The right to claim further damages is reserved. If the advertiser defaults on payment or if the advertiser is known to have payment difficulties or if their financial situation deteriorates significantly, MediaBros is entitled to make further distribution contingent upon advance payments or security deposits from the advertiser, or to cease distribution altogether.

7. Warranty and Liability of MediaBros

7.1. Warranty

MediaBros guarantees the best possible fulfillment of the advertising order, in accordance with the given technical requirements.

7.2. Liability

MediaBros and the advertising media are liable for any damages in connection with the advertising order, regardless of the legal basis, only in cases of intent or gross negligence. Liability for vicarious agents is limited to intent. Any further liability, in particular liability for slight or ordinary negligence, is excluded. MediaBros assumes no liability for indirect damages, including lost revenue or profit, or other consequential damages. In any case, liability is limited to such damages that MediaBros could reasonably have foreseen at the time of entering into the contract. Further claims are expressly excluded.

7.3. Release

Should MediaBros and/or an advertising medium be held liable by third parties for copyright, competition law, or other reasons related to the distribution of an advertising format, particularly its content, the advertiser shall indemnify MediaBros and/or the advertising medium against all resulting claims upon first demand. The advertiser undertakes to reimburse MediaBros and/or the advertising medium for all costs (including damages) incurred in the course of legal proceedings. MediaBros undertakes to conclude any out-of-court settlement with a third party only with the prior consent of the advertiser.

7.4. Data backup

The advertiser is responsible for regularly backing up all data or platforms provided to them by MediaBros. If the advertiser fails to perform this backup, they are solely responsible for any resulting data loss. MediaBros accepts no liability for damages (including viruses) caused to the advertiser by misuse of the connection by third parties.

8. Liability and legal guarantee of the advertising client

8.1. Liability

The advertiser or the agency, insofar as it is acting in its own name and for its own account, is liable to MediaBros for damages caused by its culpable failure to perform its contractual obligations due to defects, delays, or non-performance. If distribution cannot be completed due to circumstances for which the advertiser is responsible, MediaBros is entitled to invoice the advertiser for the compensation owed for the campaign according to the order confirmation, analogous to the provisions regarding the penalty clause (Section 9.2). The advertiser is not entitled to any compensation.

8.2. Legal Guarantee

The advertiser is responsible for and warrants that they possess all rights necessary for the distribution of the advertising materials in the relevant media, in particular copyright and trademark rights, and grants MediaBros the necessary rights of use and editing for the fulfillment of the advertising order upon conclusion of the order. The advertiser and/or the agency, insofar as it acts in its own name and for its own account, is responsible for and warrants that the advertising materials, formats, and content do not directly or indirectly (i.e., in particular via links to other content and platforms) infringe the rights of third parties, in particular copyright, name rights, personality rights, or trademark rights, nor violate competition law (UWG, PBV) and other provisions (such as lottery, casino, criminal, medicinal product, alcohol, and food laws, etc.) and principles (such as the principles of the Swiss Fairness Commission).

8.3. Release

Should MediaBros and/or an advertising medium be held liable by third parties for copyright, competition law, or other reasons related to the distribution of an advertising format, particularly its content, the advertiser shall indemnify MediaBros and/or the advertising medium against all resulting claims upon first demand. The advertiser or agency undertakes to reimburse MediaBros and/or the advertising medium for all costs (including damages) incurred in any legal proceedings. In this context, MediaBros undertakes to conclude any out-of-court settlement with a third party only with the prior consent of the advertiser or the agency.

8.4. Promotional materials

The advertiser is responsible for and warrants that all advertising materials supplied by them (e.g., graphics, texts, videos) do not directly or indirectly (especially via links) infringe the rights of third parties, such as copyrights, trademarks, or personality rights. The advertiser also warrants that the advertising materials do not violate any competition law, criminal law, or other legal provisions of Switzerland.

8.5. Usage rights for advertising materials

All rights to advertising materials created or edited by MediaBros (e.g., graphics, videos, texts) remain with MediaBros until the advertiser has paid in full. Upon full payment, the advertiser receives the non-exclusive rights of use necessary for the execution of the agreed-upon campaign. MediaBros reserves the right to use or further develop the advertising materials for its own purposes, unless otherwise contractually agreed.

9. Cancellation options

9.1. Right of withdrawal

MediaBros may withdraw from legally binding advertising contracts at any time. In such cases, any claims by the advertiser are excluded.

9.2. Advertising client, contractual penalty

A cancellation by the advertiser is only valid if and when MediaBros has expressly agreed to it in writing or by email. Within the last 10 calendar days before the start of distribution, a cancellation by the advertiser is only possible upon payment of a percentage-based compensation (penalty) calculated on the net value of the respective advertising order.

Between 10 and 4 calendar days: 50%
Less than 4 calendar days: 100%
After start: 100%
The amounts are exclusive of VAT; the payment terms according to section 6 of the General Terms and Conditions apply.

9.3. Contract duration and termination

Long-term advertising subscriptions or recurring campaigns have a minimum contract term of 12 months. After the minimum contract term expires, the contract is automatically renewed for a further year unless either party gives written notice of termination at least 30 days before the end of the contract term.

10. Final Provisions

10.1. Applicable Law

These General Terms and Conditions, as well as all advertising contracts or other business transactions concluded with MediaBros, are governed exclusively by Swiss law, excluding the provisions on international private law.

10.2. Place of jurisdiction

Subject to statutory remedies, the Commercial Court of the Canton of Zurich shall have exclusive jurisdiction over all disputes arising from these General Terms and Conditions and the advertising contracts or other business transactions on which they are based.

10.3. Reservation of written form

All changes, additions, side agreements and the cancellation of these terms and conditions must be in writing.

10.4. Amendment to the Terms and Conditions

MediaBros reserves the right to amend its Terms and Conditions at any time. Changes to the Terms and Conditions will be published on the website www.mediabros.ch 10 business days before they come into effect. Advertisers with existing contracts will be notified electronically of such changes in advance.

10.5. Severability Clause

Should one or more provisions of these Terms and Conditions be or become invalid, the validity of all other provisions or agreements shall remain unaffected. Instead of the invalid provisions, a regulation shall apply that, in a legally permissible manner, comes as close as possible to the economic intent and purpose of the invalid provision.

10.6. Exclusion of offsetting

The advertiser waives in advance the right to offset any claims against MediaBros, unless these are undisputed or have been legally established.

10.7. Support and Service

Unless a long-term support agreement has been agreed upon, the advertiser is not entitled to a specific availability of support services (e.g., for campaign management or reporting). The advertiser should back up their data before the start of a support session, as data loss may occur due to maintenance work. MediaBros does not guarantee that the advertiser will actually receive assistance from the support team. Fees for support services are payable according to our hourly rates. Services outside of business hours (Monday to Friday, 8:00 a.m. to 12:00 p.m. and 1:30 p.m. to 5:30 p.m.) are subject to a 50% surcharge. A 100% surcharge applies to services on Sundays and public holidays.

11. Film, photo and advertising material production (optional)

If MediaBros produces advertising materials such as advertising materials, landing pages, videos or photos for campaigns, the following regulations may be added:

11.1. Ownership and rights of use

Ownership of all raw materials created during production, including concepts and scripts, remains with MediaBros. Unless otherwise agreed, the advertiser's acquisition of rights includes the right to use the products without restriction for the agreed campaign. Upon full payment of the agreed production costs, the advertiser receives the non-exclusive usage rights. Should the production costs be exceeded due to additional requests or extra work, MediaBros will inform the advertiser in a timely manner.