§ 1 Advertising contract
1. Advertising contract is stipulated in the following terms and conditions (hereinafter referred to as TC) as the contract concerning the activation, for purposes of dissemination, of advertising media or various advertising media in information or communication services, especially online media. The contract will be concluded between the online service WeSendit (hereinafter referred to as WeSendit) and a client or agency (both hereinafter referred to as client).
2) Only those terms and conditions and price lists of the WeSendit corporation that make up an essential part of the contract apply to the advertising contract. The validity of any terms and conditions of the contracting party or any other interested parties is specifically excluded insofar as they conflict with these general terms and conditions. Contracts pertaining to advertising activation utilizing online media and other media are subject to the general terms and conditions of the respective media.
3. WeSendit reserves the right to alter the TC at any time. WeSendit will inform its clients promptly, i.e. at least one month in advance, of any changes. This will customarily occur by way of a note in the contract confirmation.
§ 2 Advertising media
1. Advertising media as stipulated by these general terms and conditions can, for example, be comprised of one or more of the following elements:
2. Advertising media, whose design and content do not directly result in perception, will be considered advertising media by WeSendit.
3. The following formats will be fundamentally considered for activation of advertising media: jpg, jpeg, png, gif, pdf as well as all common video formats. The activation of special formats and web formats is only possible following consultation and approval from WeSendit. For special requests please direct your query to email@example.com
§ 3 Contract termination
1. Subject to conflicting individual agreements, the contract comes into existence principally by means of confirmation of the contract sent in writing or by email. Oral or telephonic confirmation is also subject to the general terms and conditions.
2. Insofar as advertising agencies grant contracts, in case of doubt the contract which has come into existence is subject to other written agreements. Should an advertising agent become the contracting party the advertising agency must be specified by name. The provider reserves the right to demand proof of mandate.
3. Advertisements for goods or services of more than one advertising agent or other advertiser within an advertising campaign (such as banners /wallpaper – or voucher advertisements ..) require an additional agreement concluded in writing or by email.
§ 4 Cancellation notice
Insofar as no time period has been agreed upon by the parties themselves, advertising media to be publicised are to be released one year after the signing of the contract. Should the right for the client to release particular advertising media be included in the contract, the contract is to be phased out within one year from the signing of the contract, insofar as another agreement has not been reached by the parties.
§ 5. Additions to the contract
The signing of the contract awards the client the right, subject to available capacity, to release additional advertising media not stipulated in the contract so long as this occurs within the time period agreed upon or as stipulated by paragraph 4.
§ 6 Deadline postponement, cancellation
1. Postponing insertion dates free of charge is only possible ten work days prior to the next appointed deadline and is subject to available capacity and the approval of WeSendit. Thereafter the full contracted fee is due for the postponement. The client remains at liberty to prove that little or no damages were incurred.
2. Cancellation of the contract is only possible ten work days prior to the appointed appearance of the advertising media. Cancellation is to be done exclusively in writing and directed to firstname.lastname@example.org specifying campaign information.
An oral or telephonic cancellation is not possible. In case of cancellation after the deadline the full payment will be due. The client remains at liberty to prove that little or no damages were incurred.
§ 7 Abatement refund
1. Should a contract not be fulfilled due to circumstances beyond the control of WeSendit, the client is required, notwithstanding any further statutory duties, to refund to WeSendit the amount corresponding to the difference between the guaranteed and the actual abatement.
2. The actual release of advertising media within one year, if he, at the beginning of the period, signed a contract which, owing to the price list, gave him the right to an abatement in the first place. The right to abatement is nullified if it is not asserted three months prior to the one year deadline.
§ 8 Furnishing of advertising media
1. The client ensures delivery of complete, prompt and error-free advertising media in the proper form. Prompt is defined as delivery at least five work days prior to the campaign start date in the case of static, animated graphics / videos etc.
2. The costs incurred by WeSendit for any changes or substitutions to the content or time table of the advertising media desired by the client will fall to the client.
3. The duty of WeSendit to store advertising media ends three months after the last distribution.
4. WeSendit is not responsible for distributing advertising media deliveries which are incorrect, flawed, not suitable and in particular, incomplete as well as those which are delivered late.
5. WeSendit reserves the right but is not responsible for editing the originals delivered by the client, insofar as this is required or advisable for the advertising media.
§ 9 Placement specifications of the advertising media
1. The client should adhere to the specified advertising guidelines. Relevant information can be found here. PDF Stylguide
2. If the client fails to deliver the advertising media correctly the placement of the advertising media will be carried out by WeSendit by mutual agreement.
3. Data delivery / Placement information is to be followed: PDF Stylguide
§ 10 Authority of refusal of advertising media
1. WeSendit reserves the right to refuse or block advertising contracts as well as single releases within the framework of a deal if their content infringes upon the laws or official regulations, if the rights of third parties were upheld in a grievance case, or if the publication is unacceptable to WeSendit for reasons of content, origin or technical form. The same applies to cases in which the Target -URL infringes upon the aforementioned reasons for refusal.
2. The client will be informed in writing of the rejection by WeSendit. In this case the client has the right to deliver an edited version of the advertising media to be activated or the target-URL to be linked to. The client can be billed for the ensuing costs proven by WeSendit. Should this substitute or new address not be delivered to WeSendit promptly prior to the originally stipulated insertion date WeSendit retains the claim to payment even if the activation of the advertising media does not occur.
3. WeSendit has the right to temporarily discontinue the activation of the advertising media should there be reasonable suspicion of the legality of the content of the website to which the advertisement is to be linked. WeSendit will inform the client regarding the discontinuation and the client must then immediately remove the illegal content or show or prove its legality. WeSendit can offer the client to replace the advertising media with an alternative advertising media and/or a hyper link to another website. Insofar as this entails further costs, WeSendit may, with proper proof, bill the client for these. The discontinuation is to be repealed as soon as the suspicions are refuted.
4. WeSendit has the right to recall active advertising media if the client makes any fundamental changes to the content of the linked website without prior consent. In this case the client is not entitled to any replacement without charge, whereas WeSendit retains the claim to the stipulated payment.
5. WeSendit explicitly reserves the right to refuse such advertising activations which relate to the use of value-added service numbers, especially for so-called “dialers” using 0190 or 0900 numbers.
§ 11 Rights guarantee
The client guarantees that he has acquired the necessary rights to all advertising media to be activated. Within the framework of the advertising contract, the client frees WeSendit from all third party claims which could ensue from infringements on legal regulations. Furthermore, WeSendit is exempt from any costs of necessary legal representation. The client is obliged to support WeSendit in good faith against third parties with information and documentation at the legal proceedings.
§ 12 WeSendit guarantees
1. WeSendit guarantees the best possible rendering of the advertising media in accordance with the current technical standards within the scope of the foreseeable requirements. However, the client is aware that, with the present technology, the creation of a completely error-free program is not possible.
2. In case of insufficient rendering of the advertising media the client has claim to a reduction in payment or an acceptable replacement advertisement only, however, to the degree that the advertising media was affected. In the case of failure or unacceptability of the replacement advertisement the contracting party has the right to a reduction in payment or a rescission of the contract.
3. Should any defects in the advertising data not be apparent the client has no claims in case of insufficient dissemination. This applies equally to errors in repeated advertising activations if the client does not call attention to the error prior to the dissemination of the following advertisement activation.
§ 13 Disruptions of service
Should the execution of the contract fail due to circumstances beyond WeSendit's control (due to software or other technical reasons for example), especially computer failure, acts of god, strike, due to legal regulations, disruptions in third party's areas of responsibility (providers, for example), network providers or service providers or for comparable reasons, the execution of the contract will be re-executed when possible. WeSendit retains the right to payment if the re-execution following elimination of the disturbance occurs within an appropriate time period acceptable to the contracting party.
§ 14 Price lists
1. The price list published at the time the contract was awarded, which is apparent in a TKP (CPM) model, applies. Changes in price made by WeSendit are, however, only effective when they have been publicised or announced by the client at least one month prior to the dissemination of the advertising media. In the case of an increase in price the client has the right to withdraw. The right of withdrawal must be carried out no later than 14 days after receiving the notification of the price increase.
2. Refunds are determined by the respective valid price list and the order size of the campaign. Advertising agencies and any other advertising agents are obliged to adhere to the price lists from WeSendit in their offers, contracts and billings to advertisers.
§ 15 Payment modalities / Activation of advertising media
1. The payment is made by the client to WeSendit prior to activation of the advertising media. Following activation of the advertising campaign the client receives access to the track board.
2. The billing for advertising media in Switzerland is carried out in Swiss Francs (CHF) and in all other countries in American Dollars (USD).
3. WeSendit makes the following payment methods available to its clients:
Termination of advertising contracts during a campaign must occur in writing or by email.
§ 17 Duty to furnish information of WeSendit
Insofar as nothing further is agreed upon WeSendit will make the following information available to the client within 24 hours of campaign activation:
§ 18 Disregard of the TC
WeSendit reserves the explicit right to take legal action and assert claims for damages incurred against clients who infringe on these TC.
§ 19 Severability clause
Should one or more portions of this agreement be rendered void or incomplete or should its execution become impossible, the validity of the remaining portions of this contract will be unaffected. WeSendit and the client oblige themselves in such a case to immediately replace the invalid stipulation with an acceptable valid stipulation whose content most closely resembles the original purpose.
§ 20 Applicable law and jurisdiction
1. Exclusively material Swiss law may be applied to the contractual relationship between both parties.
2. The courts of law of WeSendit's place of business (Switzerland) are responsible for any and all conflicts arising in relation to this contract.
3. For simplicity only the masculine form will be used.