General terms and conditions of Audienzz AG
These General Terms and Conditions (hereinafter “Terms and Conditions”) apply to all contracts and services provided by Audienzz AG (hereinafter “Provider”) to its customers (hereinafter “Customer”).
A. Contract components and process regulations
1. These General Terms and Conditions together with the offer/marketing contract and the service description (if available) form whole wheat Components of the contract concluded between the parties. To the extent that other documents, such as pitches, presentations, emails or similar communications, define or describe specific aspects of the deliverables, these will also be considered part of this Agreement, provided they are expressly identified as such and accepted by both parties.
2. In the event of contradictions or inconsistencies between the documents that form the contract, the following order of priority applies to resolve the contradiction: 1. offer/marketing agreement, 2. general terms and conditions, 3. service description, 4. other documents.
3. The contract between the provider and the customer receives information when the customer sends the order confirmation Email or by signing a separate agreement between the provider and the customer. By sending the order confirmation or signing the separate agreement by the customer, the customer accepts the content of the General Terms and Conditions.
4. The customer's terms and conditions do not apply, even if the provider has not expressly objected to their application.
B. Software-as-a-Service
1. Services of the provider
The provider provides the following services.
1.1. AdConsole
- Regular Control server utilization to identify and eliminate capacity bottlenecks at an early stage
- Checking whether the 30-day backup of the central server was carried out correctly
- Organization and implementation of software updates
- Support during the defined support times
1.2. Yaleo Prebid Adapter
- Testing the pre-bid integration into the customer's header bidding
- Support during the defined Support times
1.3. Header tag and Adserving
- Use, maintenance and further development of the audienzz header tag on all of the customer's websites in the area of display & outstream video
- Control, use and maintenance of all advertising spaces for branding, display, video and content formats defined in the ad concept, including those defined by the provider developed dynamic placements and ad spaces in the below-the-article feed
- Configuring responsiveness for campaigns marketed directly by the customer
- Ad serving costs of the various ad tech systems for all campaigns marketed directly by the customer
- Hosting of advertising materials (including Video) on CDN, for campaigns marketed directly by the customer
- Use of the by the provider developed lazy loading technology and the ad reloading function when delivering the campaigns in consultation with the customer
- Configuration and control of all website departments and advertising placements
- Collection and enrichment of contextual and behavioral data using header tags
- The provider provides the customer with its own React Native SDKs iOS & Android available for advertising delivery.
- The provider provides the customer with one Newsletter engine emvoy is available, which can be used to configure and deliver various ad placements in newsletters. This includes customized ad tags for use in Adobe Marketing Cloud or other newsletter tools.
- The provider provides the customer with the Yaleo-Engine konfigurierte Native-Ad Placements (via Placement-Config, HTML- and CSS templates) and integration of additional scripts for Google AMP articles are available. . The Yale-Engine enables scripts to be installed in all common ad servers (click tracking possible / supports friendly iframes) or directly on the website.
2. Support
Support can be reached by telephone (+41 58 255 26 00) and by email ([email protected]). The Support times are Monday to Friday, 8 a.m. to 5 p.m (except on public holidays in Zurich).
- In the event of malfunctions occurring in the first Supportlevel cannot be resolved, the matter will be forwarded to the provider's “2nd Level Support” and, if necessary, “3rd Level Support”.
- Support includes corrective services to eliminate errors, including Patches and workarounds that are covered by the general license costs. Support is limited to the technical area, not to technical questions.
3. Operation
In principle, the SaaS solution is available to the customer 365 days a year and 24 hours a day. The provider endeavors to keep interruptions in operating hours as low as possible. If possible, planned interruptions should be avoided during the support period. Any interruptions that are absolutely necessary during the service period must be communicated at least two working days before the interruption. Unplanned interruptions must be avoided using all available and reasonable means by the provider and remedied as quickly as possible if they occur. A system availability of 99% is guaranteed within the support period. System availability generally applies to those provided by the provider technologies provided. Are relevant systems (for example Xander, AppNexus or other systems of the provider) are not available or change their set-up and this leads to interruptions in availability, we will not be liable for this.
4. Fault reporting and incident management
Fault reports are made in advance in writing by email ([email protected]) to the provider. The message must contain a description of the fault that is as specific as possible and, if available, also the content of any error messages associated with the fault (e.g. with a screenshot of the message).
The content of the emails must look like this:
Subject: Module / [Prio] / Subject
Content must include the following:
- [Description] = Description of the problem so that the error can be reproduced
- [Error] = If an error message is displayed and document the text if possible
- [URL] = Page where the error occurs
- [Screenshot] = If possible of the entire page including error warning
In the event of failures and high-priority incidents, the customer also informs the provider by telephone.
The maximum allowable response and resolution times depend on the priority, which is determined by the urgency and the impact. 1st Level Support assigns priorities according to the following Priority guidelines:
Is the customer with the Priority assignment If he does not agree, he must inform the provider immediately. If the customer sticks to the assignment, the provider must be informed immediately in order to determine the next steps together. Proven additional expenses and additional expenses can be covered by the provider be asserted to the extent that it can prove that the prioritization is too high.
The maximum permissible response and resolution times depend on the priority of the incident (see table above) and are shown in the table below:
*within the defined service time
If incidents cannot be resolved within the defined times, the customer must be informed immediately in order to determine the next steps together.
5. Restoration of systems and data (adconsole)
The provider ensures that the systems and data meet the customer's requirements. In particular, two are used for this purpose Measured variables used:
- Recovery Time Objective (RTO) - maximum downtime of a system or business process
- Recovery Point Objective (RPO) - maximum data loss in the event of a failure or defect
The following basic values apply to the availability of the systems and data losses.
The systems will according to the following table. Furthermore, the backups are mirrored in a second data center.
If necessary, the test system is restored from a dump of the production system.
C. Managed Services
6. Services
The provider provides the following services.
6.1 Operational campaign management digital
- Operational campaign setup in the various ad server, CMS and NL tools as well as social media channels
- Individual campaign adjustments in the different ad servers
- Checking the technical compatibility and feasibility of all booked campaign items (format / billing type / language / inventory / departments / devices)
- Advertising material management: Advertising materials are requested from the advertising customer / creative is linked to the campaign, checked for the necessary specifications and activated.
- Screenshots: At least one screenshot per format is created on one of the booked websites, stored in adconsole and sent.
- Campaigns are checked and optimized for the most important KPIs after they start, during their runtime and shortly before the end. These are in particular: “Delivery Rate”, “CTR”, “Viewability”.
- Campaign reporting, upon customer request, daily, weekly and/or after the end of the term
- Processing all customer concerns regarding booked and ongoing campaigns
The detailed prices and requirements can be found in the offer or service description.
6.2. Ad Creation
The provider creates advertising materials for predefined formats on behalf of the customer, for a flat rate defined for each format. The detailed prices and requirements can be found in the offer or service description.
6.3. Support
Support can be reached by telephone (+41 58 255 26 00) and by email ([email protected]). The support time is Monday to Friday, 8 a.m. to 5 p.m. (excluding public holidays in Zurich).
D. Online Werbung
7. Advertisers
7.1. Subject of the contract
The provider provides the services agreed with the customer according to the current prices for online advertising materials published on audienzz.com. In the self-booking process adconsole.com, the customer can decide for themselves the net/net price per click (not entitled to a discount or VMK) from a minimum. The provider does not undertake to deliver the booked service (in full) and if the “cost per click” is too low, under-deliveries may occur.
The advertising materials offered by the provider are published on audienzz.com under Online/Mobile. The provider is entitled to change the advertising materials or remove them from the offer at any time.
7.2 Rights, obligations and responsibilities of the advertiser
For digital advertising, the advertiser is obliged to deliver flawless and suitable advertising material (banner, target URL, TAG) in accordance with the specifications (available at audienzz.com) to audienzz by 2:00 p.m. at the latest one working day before the agreed first placement date E-mail to the address [email protected] is required. For special forms of advertising, a deadline of three working days applies, also by 2:00 p.m. to the previously mentioned email address. For Advertising materials, which ones does not meet the specifications audiencezz replacement. At not properly, especially late delivery or subsequent Advertising material exchange No liability is assumed for the agreed placement of the advertising material. If the advertiser wishes to exchange or change advertising material or deviate from a possibly existing circuit diagram after the above deadlines have expired audiencezz check whether these changes can still be made to the originally agreed order. If this is not the case, the original agreement remains. The customer is solely responsible for the content he/she submits for publication by the provider. The customer undertakes to check its content, advertising materials, products and other information for legality. The provider is entitled to display immoral or illegal content from the customer (such as, in particular, depictions of violence, pornographic, racist content, calls for violence or criminal offenses, games and bets that violate the lottery law, unsolicited advertising mail (spamming), content that violates the rights of third parties , such as in particular copyright, trademark, design, patent or personal rights, content that violates the law against unfair competition or relevant advertising regulations such as tobacco, alcohol, medicinal products, food advertising, etc.) at our own discretion at any time and to remove it from a website without consulting the customer. This does not give the customer any claims against the provider. If the provider, an organ or employee of the provider is held criminally, civilly or administratively liable due to content or advertising material or other behavior of the customer, the customer must immediately and fully indemnify and hold harmless the person concerned (including court fees and reasonable legal fees). The person concerned reserves the right to claim compensation against the customer.
7.3 Rights and obligations of the provider
The provider has the right to change the content and appearance of its websites at any time.
The provider may involve third parties to provide its services.
The provider has the right to reject the customer's advertising bookings without giving reasons.
The provider assumes no liability for the trouble-free functioning of its websites and services at all times.
7.4. Remuneration and prohibition of offsetting
The customer must pay the provider the contractually agreed remuneration plus VAT. The provider's tracking system is used for invoicing variable costs decisive, the information about Measured variables such as clicks, leads, sales (order value). A discrepancy in counting between the provider's tracking system and the customer's tracking system of up to 10% will not be taken into account when issuing the invoice. If the discrepancy exceeds 10%, the provider will try to find an agreement with the customer.
If the provider is dependent on the customer's invoice due to the agreed remuneration model (e.g. sales share), the customer must send the provider a detailed invoice by the 20th of the following month. The provider has the right to have the customer's billing checked by an independent auditor or computer scientist. If the test reveals a deviation of more than 5% to the disadvantage of the provider, the customer must pay the entire cost of the test. The provider invoices the customer monthly based on the customer's (if necessary corrected) billing.
The customer is not entitled to offset counterclaims against the provider.
7.5. Cancellation conditions:
- Offered and reserved campaigns: no cancellation fees
- Cancellation of a confirmed campaign: 25% of the campaign net.
- Cancellation 7 days before the start of the campaign: 50% of the campaign net.
- Cancellation of an ongoing campaign: 100% of the campaign net.
7.6. Selfbooking
The provider After the self-booking campaign has been completed, we charge the effective amount depending on the number of clicks delivered. When paying by credit card, the specified credit card will be charged directly with CHF 500. After the campaign ends, the credit card will only be charged for the remaining amount. The customer receives an invoice by email after each charge.
7.7. Liability and Limitation of Liability
The provider is only liable for damages resulting from intentional or grossly negligent breach of duty. No liability is accepted for lost profits, indirect damages or consequential damages.
8. Publisher
8.1. Subject of the contract
The provider provides publishers with the infrastructure to place digital advertisements on their online platforms. The service description and the general conditions are specified in the marketing contract.
8.2. Rights and Responsibilities of the Publisher
The publisher undertakes to use the agreed advertising space according to to provide the technical and content specifications of the provider and the advertising tags to be installed accordingly. The publisher is responsible for ensuring that the spaces provided meet the legal and technical requirements and do not violate the rights of third parties.
8.3. Compensation
The publisher is remunerated in accordance with the conditions set out in the marketing contract. The provider reserves the right to reduce or withhold payments in the event of irregularities or non-fulfillment of contractual conditions.
AND. General Provisions
9. Contract duration
Unless otherwise agreed, the contract comes into force upon acceptance of the offer by the customer and is concluded for an indefinite period. It can be terminated by either party with 6 months' notice to the end of each month.
The right to extraordinary Termination for good cause remains unaffected by this. An important reason exists in particular if one of the parties does not fulfill its essential obligations under this contract, so that the other party can no longer be expected to continue the contract, or if insolvency proceedings have been initiated against one of the parties.
10. Costs
The costs for the by default and the services specifically tailored to the customer are set out in the offer, which is part of this contract. These costs are based on the conditions and scope applicable at the time of the offer.
If additional services are required during the course of the service provision that are not listed in the original offer or service description, these services will be provided at an hourly rate of between CHF 100 and 250 (depending on the complexity and seniority of the specialists used). Additional services include all activities that go beyond the standard and customer-specific services defined in the offer.
The inclusion of additional services in the range of services takes place through a formal Change service procedure (Change Request). The customer gives explicit instructions to expand or change the scope of services, after which the provider provides an adjusted cost estimate and agreement. The provision of additional services requires the customer's written consent to these conditions.
The provider undertakes to act proactively in identifying potentially necessary additional services and to immediately inform the customer about the necessity and expected costs of such services in order to enable informed decision-making.
11. Data protection and handling of data
The provider processes data relating to natural persons (personal data) in connection with the conclusion and execution of the contract and for other purposes. The customer can find further information about this processing (including the purposes, the recipients of data, storage and the rights of the data subject) in the Audienzz data protection declaration at audienzz.com or can be obtained directly from Audienzz AG, Falkenstrasse 12, 8008 Zurich.
12. Intellectual property
Customer hereby acknowledges that all rights, title and interests, including all intellectual property rights, in particular on and in the SaaS software, associated documentation, all updates, adaptations, modifications, extensions, and all derivative works thereof, belong exclusively to the provider. The use of the SaaS software by the customer does not grant him any ownership rights or other rights to the provider's intellectual property, except the usage rights expressly granted herein.
The provider hereby grants the customer a non-exclusive, non-transferable, worldwide right to use the SaaS software exclusively for its own business purposes, provided that Customer complies with all applicable laws and the terms and conditions of this Agreement. These usage rights may not be sublicensed, sold, passed on or otherwise transferred without the prior written consent of the provider.
The customer agrees to take all reasonable measures to protect the intellectual property of the provider and to ensure that there is no unauthorized use, disclosure, copying or modification of the SaaS software or related materials.
13. Secrecy
During the term of this cooperation, the parties undertake to maintain secrecy about the content of the agreement as well as about mutual business secrets that should become known to the parties in connection with the execution of this contract.
14. Liability
The Provider's liability to the Customer for all claims arising out of or in connection with the performance or attempted performance of this Agreement, whether in contract, tort (including negligence) or otherwise, will be limited to the total amount paid by the Customer has paid to the Provider under this Agreement within the twelve month period preceding the event giving rise to the claim.
It is further agreed that in no event shall the Provider be liable for any indirect, incidental, special, exemplary or consequential damages, including, but not limited to, loss of profits or revenue, business interruption, loss of business information or data or other financial losses arising out of or in connection with the services or products provided under this Agreement or the use or inability to use them, regardless of the reason, even if the provider has been advised of the possibility of such damages.
The above limitation of liability does not apply to damages that are due to intent or gross negligence on the part of the provider, nor to any liability that cannot be excluded or limited under mandatory law.
The provider is not liable for acts, omissions or errors of auxiliary persons, including employees, subcontractors or other third parties, who act in connection with the provision of the services under this agreement, unless there is a case of intent or gross negligence on the part of the provider. The provider undertakes to exercise due care when selecting and instructing such assistants, but any further liability for the actions or omissions of these persons is hereby expressly excluded.
15. Force majeure
In the event of force majeure, the provider is released from its contractual obligations for the duration and to the extent of the effect, provided that these are directly caused by events outside their control may be compromised. Force majeure means events such as natural disasters, wars, terrorism, riots, epidemic diseases, pandemics, strikes, government orders or other unforeseeable, unavoidable and serious events.
16. Changes to the terms and conditions
The provider reserves the right to change or supplement these terms and conditions at any time. Changes may be necessary to reflect changes in legislation, market practice, to improve clarity or to adapt to new or changed products and services.
The provider will inform the customer of any significant changes to the General Terms and Conditions in writing or electronically. The continued use of the Services by the Customer after this point will be deemed to be acceptance of the amended Terms and Conditions. If the customer does not agree to the changed terms and conditions, he has the right to terminate the contract.
The customer has the right to object within 14 days of notification of the changes. In the event of an objection, the customer is entitled to continue the contract in compliance with the original terms and conditions until the end of the term or to terminate the contract on time.
17. Severability clause
Should individual provisions of this contract be or become wholly or partially ineffective or unenforceable, this will not affect the validity of the remaining provisions. The same applies if it turns out that there is a gap in this contract. Instead of the ineffective or unenforceable provision or to fill the gap, an appropriate provision should be made which, as far as legally possible, comes closest to what the contracting parties wanted or would have wanted according to the meaning and purpose of the contract, provided that they did so when concluding the contract had considered the point.
18. Place of jurisdiction and applicable law
This Agreement and any claims arising therefrom or related thereto, including non-contractual claims exclusively Swiss law. Any dispute arising out of or in connection with this Agreement will be deemed as more exclusive Zurich place of jurisdiction agreed.