General Terms and Conditions (GTC) of MediaBros. GmbH

1. Scope and basic 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 the associated services. The general terms and conditions of contractual partners are expressly excluded, even if they claim exclusive validity.

1.2. Definition

All contracts between MediaBros and an advertising client, the content and services of which are described in more detail in the offer or order confirmation, are considered advertising orders under these Terms and Conditions. The advertising client is defined as an advertiser or their agency.

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 behalf and in its own name. For this purpose, 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 involve third parties in the fulfillment of its contractual obligations.

1.6. Confidentiality

MediaBros undertakes to treat all information about the advertiser, whether received verbally, in writing, or otherwise, as confidential and not to disclose it to third parties without express consent. All information that is not publicly accessible and concerns the advertiser's business secrets is considered confidential. This data will be used exclusively to fulfill the advertising contract.

2. Conclusion of the advertising contract

2.1. Formation

Offers from MediaBros are non-binding. An advertising order is concluded when MediaBros receives an order confirmation from the advertising client or agency. This order confirmation is also valid if it is sent to MediaBros by email and without a signature. The advertising order is concluded 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 basic materials

The advertising client is obligated to provide MediaBros with the basic material necessary for the distribution form (posting, broadcasting, etc.) of the advertisement (in particular advertising materials and motifs, graphics, texts and videos) in the format required by MediaBros by the dates listed below before the confirmed distribution date, at its 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. Release of advertising materials

Unless otherwise agreed, the advertising materials designed by MediaBros are deemed to have been accepted without review by the advertising client. If the advertising client requests acceptance of the advertising materials, MediaBros reserves the right to make minor adjustments (e.g., to improve performance) even subsequently, without further review by the advertising client.

2.5 Right to refuse

Even in the case of legally binding advertising orders, MediaBros and the advertising media reserve the right to reject advertising materials provided by the advertising client for legal, moral, discriminatory, or similar reasons. MediaBros is particularly entitled to reject advertising materials due to their origin, content, form, or technical quality.

3. Execution of the advertising contract

3.1. Basics

An advertising order legally concluded by MediaBros obligates MediaBros to execute the order 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 using industry-standard KPIs (key performance indicators) such as ad impressions, clicks, CTR (click-through rate), conversions, engagement and/or conversion rates, etc., as per detailed final reporting 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 disruptions) or other circumstances beyond MediaBros' control, MediaBros may, in consultation with the advertiser, extend the campaign period. MediaBros will notify the advertiser of any significant delays. Unless the advertiser immediately (within one business day) objects to this announcement in writing, this will be deemed consent.

3.5. Delivery deadlines and force majeure

MediaBros will endeavor to adhere to the delivery deadlines specified, even in the event of unforeseeable difficulties, but does not provide any legal guarantee. This applies in particular to delays caused by suppliers, cases of force majeure (e.g., mobilization, war, strikes, natural disasters, epidemics, pandemics), and other circumstances beyond MediaBros' control. Compliance with delivery deadlines requires the advertiser to fulfill any obligations, such as the timely delivery of basic materials, within the agreed timeframe. No contractual penalties or similar claims can be asserted for delivery delays.

3.6. Dates, Term & Conditions

Cookies and other tracking technologies are used during distribution, which may contain data on 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 effectiveness. MediaBros may also use such data for analytical purposes. MediaBros may analyze and aggregate data entered by users to monitor campaign quality, validate data authenticity, and supplement existing datasets. This data is the property of MediaBros and is stored for an indefinite period of time.

4. Prices

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, especially production costs, unless otherwise quoted in writing. Any additional costs will be invoiced separately by MediaBros, and these are to be paid by the advertiser. All prices are exclusive of VAT or any other applicable taxes at the applicable statutory rate.

4.2. Price changes

Changes to published or offered prices are possible at any time. For legally valid advertising orders, price changes are only effective if they are announced by MediaBros at least 10 calendar days before the start of the campaign. In the event of a price increase, the advertising client has the right to withdraw, which must be exercised in writing within 5 working days of receiving the notification. Unless the advertising client notifies the contrary, 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. Our suppliers reserve the right to make changes to their product range, services, product names, product scope, and product strategy.

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 or other benefits 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 upon conclusion of the contract.

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

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

5.4. Guarantee of agencies

Agencies guarantee MediaBros the lawful use of the discounts and compensation granted to them. Agencies guarantee MediaBros, in particular, that the granting and payment of discounts and compensation will not result in a breach of law or contract by the agency. The agency further guarantees MediaBros that it will inform its clients in advance, fully, and transparently about the discounts and compensation granted to it, and that it will pass on all discounts and compensation to its clients, unless the contractual relationship between the agency and the advertising client (the agency's client) provides otherwise.

5.5. Account payments

For advertising orders with a volume exceeding CHF 10,000, a 30% down payment is due upon order placement. Campaign budgets must generally be paid in full by the start of the campaign at the latest.

5.6. The project break

If an advertising order is suspended for more than 30 days due to delays by the advertising client, MediaBros is entitled to invoice the services provided up to that point in full.

6. Terms of payment

6.1. Invoicing

MediaBros generally invoices its services after distribution. MediaBros reserves the right to invoice monthly at the end of the month or quarterly for distributions that extend beyond one or more month-ends. MediaBros may, at its discretion, only initiate distribution after advance payment has been received.

6.2. Due date

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

6.3. Rights in the event of late payment and payment difficulties

In the event of late payment, MediaBros is entitled to charge default interest of 5% on the invoice amount. The right to claim further damages is reserved. In the event of late payment by the advertiser, or in the event of known payment difficulties on the part of the advertiser due to a significant deterioration in its financial situation, MediaBros is entitled to make further distribution dependent on advance payments or security from the advertiser, or to refrain from 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 related to the advertising contract, regardless of the legal basis, only in cases of intent or gross negligence. Liability for vicarious agents is limited to intent. Further liability, in particular liability for slight or moderate negligence, is excluded. MediaBros assumes no liability for indirect damages, including lost sales or profits or other consequential damages. In any case, liability is limited to such damages that MediaBros could reasonably have expected upon conclusion of the contract. Further claims are expressly excluded.

7.3. Exemption

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 advertising client shall indemnify MediaBros and/or the advertising medium from all resulting claims upon first request. The advertising client undertakes to reimburse MediaBros and/or the advertising medium for all costs (including damages) incurred in connection with the litigation. MediaBros undertakes to conclude any out-of-court settlement with a third party only with the prior consent of the advertising client.

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 do so, they are solely responsible for any data loss. MediaBros assumes no liability for damages (including viruses) caused to the advertiser by third parties misusing the connection.

8. Liability and legal warranty of the advertising client

8.1 Liability

The advertising client or the agency, if acting in its own name and for its own account, shall be liable to MediaBros for damages culpably caused by defects, delays, or non-fulfillment of its contractual obligations. If distribution cannot be completed due to circumstances for which the advertising client is responsible, MediaBros is entitled to invoice the advertising client for the remuneration owed for the campaign according to the order confirmation, in accordance with the provisions regarding contractual penalties (Section 9.2). The advertising client is not entitled to any compensation.

8.2. Legal warranty

The advertising client is responsible for and warrants that it possesses all rights necessary for the distribution of the advertising formats in the corresponding advertising media, in particular copyright and trademark rights, and grants MediaBros the usage and processing rights necessary to fulfill the advertising contract upon conclusion of the advertising contract. The advertising client and/or the agency, if acting in its own name and for its own account, is responsible for and warrants that the advertising media, 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, personality, or trademark rights, nor violate competition law (UWG, PBV) and other provisions (such as lottery, casino, criminal, therapeutic, alcohol, food, etc.) and principles (such as the principles of the Fair Trade Commission) of Switzerland.

8.3. Exemption

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 advertising client shall indemnify MediaBros and/or the advertising medium from all resulting claims upon first request. The advertising client or the agency undertakes to reimburse MediaBros and/or the advertising medium for all costs (including damages) incurred in connection with the litigation. In this context, MediaBros undertakes to conclude any out-of-court settlement with a third party only with the prior consent of the advertising client or the agency.

8.4. Advertising materials

The advertiser is responsible for ensuring and warrants that all advertising materials provided by it (e.g., graphics, texts, videos) do not, directly or indirectly (particularly via links), infringe any third-party rights, such as copyright, trademark, or personal rights. The advertiser also warrants that the advertising materials do not violate any competition law, criminal law, or other Swiss legal provisions.

8.5. Rights of use of advertising materials

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

9. Withdrawal options

9.1 Right of withdrawal

MediaBros may immediately withdraw from legally binding advertising orders at any time. In such cases, the advertising client's claims are excluded.

9.2. Advertising Client, Penalty

A withdrawal by the advertiser is only effective 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 withdrawal by the advertiser is only possible in return for a percentage compensation (contractual penalty) based 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. Term of the contract and termination

For long-term advertising subscriptions or recurring campaigns, a minimum contract term of 12 months applies. After the minimum contract term, the contract will automatically be renewed for one-year terms unless terminated in writing by either party 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 transactions concluded with MediaBros shall be governed exclusively by Swiss law, excluding the provisions of private international 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 orders or other transactions underlying them.

10.3. Requirement for written form

All changes, additions, ancillary agreements and the cancellation of these General Terms and Conditions must be made in writing.

10.4. Changes to the Terms and Conditions

MediaBros reserves the right to change 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 take effect. Advertisers with ongoing contracts will be notified electronically in advance of such changes.

10.5 Severability Clause

Should one or more provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of all other provisions or agreements in case of doubt. Instead, the invalid provisions shall be replaced by a provision that comes as close as possible to the economic meaning and purpose of the invalid provision in a legally permissible manner.

10.6. Exclusion of offsetting

The advertising client waives in advance the right to offset any claims against MediaBros, unless these are undisputed or legally binding.

10.7. Support and Service

Unless a permanent support contract has been agreed, the advertiser is not entitled to a specific availability of support services (e.g., for campaign management or reporting). The advertiser should back up data before starting a support session, as data loss may occur due to maintenance work. MediaBros assumes no liability for the advertiser actually receiving assistance from the support service. Fees for support services are payable according to our hourly rates. Services outside of business hours (Monday - Friday, 8:00 a.m. - 12:00 p.m. and 1:30 p.m. - 5:30 p.m.) are subject to a 50% surcharge. Sundays and public holidays incur a 100% surcharge.

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

If MediaBros produces promotional materials such as advertising materials, landing pages, videos or photos for campaigns, the following regulations can 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 acquisition of rights by the advertising client includes the unrestricted right to use the products for the agreed campaign. Upon full payment of the agreed production costs, the advertising client receives non-exclusive usage rights. Should production costs be exceeded due to additional requests or additional expenditure, MediaBros will inform the advertising client in a timely manner.