These General Terms and Conditions (hereinafter referred to as “GTC”) govern the legal relationship between the Client (hereinafter also referred to as “Advertising Client”) and Livesystems Group Ltd. as well as its subsidiaries Livesystems dooh Ltd and Livesystems Ltd (hereinafter referred to as “Livesystems”) with regard to the broadcasting of advertising material via the digital medium on the respective DOOH platforms. Although the following text only refers to Livesystems for the sake of simplicity, the GTC apply to all aforementioned Livesystems companies. The Client and Livesystems are hereinafter also referred to collectively as the “Parties”.
The GTC form an integral part of the contract between the Client and Livesystems.
References to persons apply equally to all genders as well as to multiple persons.
The Client orders the advertising broadcast by Livesystems. Advertising broadcasts can be ordered either online or by sending the advertising material together with signed contract documents by post or by e-mail in accordance with the order form.
The contractual relationship is established if:
In the event that neither a written confirmation nor a counter-signature is provided by Livesystems, the first advertising broadcast or online placement of the advertising material is deemed to constitute acceptance of the offer (order) by Livesystems.
The contractual relationship is limited in time. It ends with the expiry of the contractually agreed term. The exception to this are concluded subscriptions. Such products are labelled accordingly (e.g. subscription).
The right to terminate the contract for good cause is reserved at all times. Livesystems may in particular terminate the contract without notice if the Advertising Client does not pay the remuneration owed on time, violates the applicable law, the GTC, other contractual components or other rules of conduct (e.g. netiquette) or misuses the services for illegal or immoral purposes. Compensation for damages and further claims of Livesystems remain reserved.
The validity of the subscriptions is indefinite. The minimum term is determined in the order confirmation at the time of conclusion. Thereafter, both Parties have a minimum notice period of one month. Notice of termination must be given in writing and sent by registered post.
The Advertising Client warrants to Livesystems that it holds the necessary rights to all information and elements required for the advertising broadcast.
The Advertising Client is solely responsible for the content and design of the advertising material to be broadcast. It declares to comply with the relevant statutory provisions and industry rules and is responsible to Livesystems in this respect.
In particular, illegal and immoral content (such as pornography, depictions of violence, racist statements, incitement to crime, violation of personal rights and other rights of third parties, as well as insults) are strictly prohibited; tobacco and alcohol advertisements are only permitted in certain territories. The Client provides Livesystems with a draft for this purpose.
Advertising material that is not recognisable as such due to its design must be clearly identified as advertising. Advertising material must differ from the presentation of news information and the information provided by the transport operator.
In principle, the Advertising Client must not advertise several products or companies in the same advertising broadcast. Exceptions are possible after consultation and by means of express consent by Livesystems via e-mail.
Political advertising material is subject to numerous official regulations. The Client notifies Livesystems if advertising material contains political matter. Livesystems must always be informed in writing of the political party or organisation and the author of the advertising material. The transport companies are entitled to make the execution of the advertising conditional on their consent. The Client provides Livesystems with a draft for this purpose.
The Advertising Client is responsible for the delivery of the advertising material to be broadcast in accordance with the applicable technical specifications. If these technical specifications are not fully met, Livesystems is authorised to refrain from publishing the advertising material until the corresponding technical specifications have been correctly implemented.
The costs and consequences associated with late or defective data are borne by the Client.
In the event of improper delivery of the advertising material (in particular late delivery or technical unsuitability or defects), Livesystems does not assume any warranty for the agreed advertising broadcast of the advertising material. In contrast, Livesystems may charge the Advertising Client the price owed for the agreed advertising broadcast if the advertising broadcast becomes impossible due to circumstances for which the Advertising Client is responsible. The following video formats are permitted: mpg, mov, avi and flv. Exceptions are possible after consultation and by means of express consent by Livesystems via e-mail.
When transmitting advertising material, the Advertising Client bears the risk of data loss or data corruption. The Client is also responsible for data security.
The Advertising Client must inspect the advertising material during the first advertising broadcast and immediately report any defects. The complaint period begins with the first advertising broadcast and ends after the expiry of 20% of the contract period, but at the latest after two working days. If the Advertising Client fails to report the defect within the aforementioned period of time, the advertising broadcast is deemed to have been approved.
Other claims of the Advertising Client against Livesystems, in particular for defect-free broadcasting or for damages, are precluded.
Changes to the content of the advertising material may be made by the Advertising Client itself during the term of the contract, subject to compliance with the GTC. The advertising content must not be altered in such a way that other products or other companies are advertised.
Requests for rescheduling the agreed time of an already booked advertising broadcast are only possible on working days and must be communicated by e-mail () one working day before the agreed broadcast date, subject to available capacities of Livesystems. Such rescheduling is generally only permissible prior to the start of the first advertising broadcast and requires the express consent of Livesystems. The Advertising Client is not entitled to rescheduling. Further rescheduling must be discussed with Livesystems as early as possible. The respective current conditions and prices apply to the new time of the advertising broadcast. In addition, section 4 c) must be observed.
As described above, the Advertising Client is solely responsible for the content and design of the advertising material as well as for the possession of all rights (namely intellectual property rights) required for the advertising broadcast. The Advertising Client undertakes to fully indemnify Livesystems as well as any body or employee of Livesystems against all claims for damages, claims by third parties, any fines and procedural costs associated with an advertising broadcast commissioned by it. The same applies to costs, penalties and expenses, including costs for a defence against claims and other legal representation, expert opinions and court costs, including legal defence in criminal proceedings, which arise due to or as a result of such claims by third parties or actions by authorities.
In principle, Livesystems provides the agreed services to the Advertising Client at the terms and conditions published at www.livesystems.ch. It can deviate from this at any time and without preconditions. In the event of deviations, the price stated in the order confirmation of Livesystems is authoritative. Livesystems may further develop its services at any time and adjust them appropriately for factual reasons. In particular, Livesystems may engage third parties for the provision of services without the consent of the Advertising Client. Such adjustments are not deemed to constitute a change to the contract. The appropriateness of an adjustment is presumed.
Livesystems remains free to change its services or make price changes at any time.
Livesystems has the right at any time to reject advertising orders without justification or to block their advertising broadcast.
In particular, Livesystems reserves the right to reject advertising material due to its content, form or technical quality as well as due to characteristics of the Advertising Client or to block its advertising broadcast. In such a case, Livesystems will notify the Advertising Client of its decision within two working days. The Advertising Client may subsequently deliver to Livesystems a modified, revised version of the advertising material in accordance with Livesystems’ requirements before the expiry of the contract period. The Advertising Client cannot derive any claims against Livesystems from the fact that no advertising broadcast occurred during the blocking period. In contrast, Livesystems retains its claim to the agreed remuneration during this period, even if the advertising broadcast did not take place. Any additional costs incurred by Livesystems must be borne by the Advertising Client.
On the digital out-of-home media of Livesystems
Within the scope of the foreseeable requirements, Livesystems warrants a technically high standard for the functioning of its digital medium as well as for a geographically and time-specific playback of the advertising broadcast. However, the Advertising Client acknowledges that, given the state of the art, it is not possible to ensure error-free advertising placement or broadcast at all times. For this reason, subject to the following provisions, Livesystems does not guarantee uninterrupted service, service at a specific time or place or fault-free advertising placement or broadcast.
If a geographically or time-specific broadcast of the advertising material cannot take place for technical reasons or due to circumstances for which Livesystems is not responsible, the advertising broadcast will be rescheduled by Livesystems to another, where possible, equivalent broadcast date. In the event of a postponement of the advertising broadcast, the Advertising Client will be informed of this by Livesystems without delay. If the Advertising Client does not immediately reject the rescheduling of the advertising broadcast to another time period proposed by Livesystems by e-mail (), this is deemed to constitute consent by the Advertising Client to the rescheduling of the advertising broadcast.
In the event of an outage of the digital medium of Livesystems for a considerable period of time (more than 10% of the booked time), Livesystems will compensate for the duration of the outage by means of a subsequent advertising broadcast, provided this is in the interests of the Advertising Client. If compensation cannot be agreed, the Advertising Client’s obligation to pay for advertising time no longer applies for advertising time that has not been broadcast.
If the advertising broadcasts only malfunction on individual screens, but this outage accounts for more than 5% of all screens of the booked screen network of Livesystems, the Advertising Client has a percentage claim to repeats of the failed advertising broadcast. The repeats claim is determined by the percentage of failed advertising broadcasts.
Livesystems assumes no guarantee for the broadcast of the advertising material in a specific order.
Livesystems accepts no responsibility for any loss of data on the transmission path between the Advertising Client and its servers and is not liable for data security.
Livesystems may check the advertising material transmitted to it for various parameters, but in doing so assumes no warranty or liability, either express or implied.
On the online platforms
Livesystems does not guarantee the trouble-free functioning of its website and services at all times.
If there is suspicion that an Advertising Client is using the services of Livesystems in an illegal or immoral manner, Livesystems may block the advertising broadcast immediately and for an indefinite period of time and/or terminate the contract without notice and compensation and/or report the illegal conduct to the authorities.
Livesystems informs the Advertising Client of its decision within two working days. The Advertising Client must immediately remove the allegedly illegal or immoral content or demonstrate and prove its legality. The block is lifted as soon as the suspicion is invalidated.
The Advertising Client cannot assert any price reduction or other claims against Livesystems due to the fact that no advertising was broadcast during the blocking period. However, the additional costs incurred by Livesystems can be invoiced to the Advertising Client.
Compensation for damages and further claims of Livesystems remain reserved.
Any liability of Livesystems for damage caused by slight and moderate negligence is precluded to the extent permitted by law. In particular, Livesystems is not liable – to the extent permitted by law – for indirect, incidental or consequential damages, such as loss of profit, loss of data or damages resulting from downloads.
Livesystems is not liable for damage caused by auxiliary persons engaged by it as well as third parties (e.g. subcontractors, suppliers, etc.) as a result of slight or moderate negligence. Livesystems is not liable – to the extent permitted by law – for damages resulting from the use of its services in violation of the law or the contract.
Claims arising from product liability and personal injury remain reserved.
To the extent permitted by law, Livesystems is not liable for damage due to force majeure or disruptions caused in particular by a lack of internet connection, unlawful interference with telecommunications equipment and networks, overloading of the network, wilful blocking of electronic access by third parties or interruptions.
Livesystems may engage third parties for the provision of services.
The price for the advertising broadcast is always based on the conditions visible on www.passengertv.ch on the day of the order. Livesystems AG can deviate from this at any time and without any preconditions. In the event of deviations, the price specified in the Livesystems AG order confirmation is decisive. The prices are in CHF (excl. VAT).
Unless otherwise agreed in writing, the remuneration is to be paid monthly within 30 days in accordance with the invoice sent by Livesystems.
In the event of default in payment, Livesystems is entitled to suspend all advertising broadcasts for the defaulting Advertising Client. Any reminder fees (CHF 40.– per reminder) as well as interest on arrears of 5% are borne by the Advertising Client. In the event of justified doubts regarding the solvency of the Advertising Client (e.g. bankruptcy or debt-restructuring moratorium), Livesystems is entitled at any time to make the advertising broadcast dependent on the advance payment of the amount and the settlement of outstanding invoice amounts without regard to an originally agreed payment date.
The Advertising Client must not assign or transfer its rights and obligations under this contract (and its contractual components) to third parties without the prior written consent of Livesystems.
All property rights (copyrights, trademark rights, etc.) relating to information accessible on the Livesystems webpages belong to Livesystems or third parties who make the information available to Livesystems.
The Advertising Client grants Livesystems all rights of use, ancillary copyrights and other rights required for the contractual use of the advertising, in particular the right to reproduce, distribute, transmit, broadcast, process, store in and retrieve from a database, to the extent necessary for the execution of the order in terms of time, place and content.
The Advertising Client warrants that (i) it is the owner or licensee of the copyrights, ancillary copyrights and other rights to the content of the advertising material and is entitled to grant Livesystems the contractually stipulated rights of use, and (ii) the advertising material does not contain any content that violates personal or competition rights or the law.
If claims are made against Livesystems for infringement of third-party property rights in connection with the advertising material, the Advertising Client indemnifies Livesystems in full within the meaning of section 5 f).
When processing personal data, Livesystems and the Advertising Client comply with Swiss data protection law and – where applicable – telecommunications law.
The Parties undertake to comply with the respective applicable provisions. Personal data may only be processed for the purpose and to the extent that this is necessary for the fulfilment and execution of the contract and for handling the client relationship; data processing must be proportionate, in good faith and transparent. Each Party processes the data to be processed hereunder as an independent data controller and must comply with the corresponding obligations.
Measures must be in place to protect personal data against unauthorised processing, accidental deletion, loss, destruction, alteration or damage through appropriate technical and organisational measures. The measures ensure a level of protection appropriate to the risk with regard to confidentiality, integrity, availability of the data and the resilience of the systems.
The Parties undertake to support each other, if necessary, in the fulfilment of claims under data protection law of the data subjects, in particular claims for information, correction and deletion of data.
The Parties are entitled to engage third parties for the performance of the contractual services. These third parties may only process the data as the Parties themselves would be permitted to do and are subject to the instructions of the respective Party.
The Parties impose the obligations arising from this contract on their employees as well as on third parties engaged (e.g. suppliers, subcontractors).
After the conclusion of the contract or after the purpose has been achieved, the Parties must delete the data of the other Party. Data which the Parties process on their own responsibility for a specific purpose or conflicting statutory retention obligations remain reserved.
The Advertising Client undertakes to provide true information during registration and on the occasion of all further business contacts with Livesystems.
From the start of broadcasting, Livesystems Ltd is entitled to use the spots supplied by the Client for presentations and documentations and/or to publish them on its own website, provided that no agreement to the contrary has been made between the Client and Livesystems.
Livesystems does not guarantee the Advertising Client any exclusive rights. In particular, it reserves the right to run advertising broadcasts for any other advertising clients or to advertise its own products and services at any time.
The Parties treat as confidential all information of which they have become aware arising out of or in connection with this contract and which is neither generally known nor generally accessible. This confidentiality obligation also covers the pre-contractual exchange of information and lasts indefinitely beyond the termination of the contract. The Parties undertake to take all commercially reasonable and technically and organisationally possible precautions to ensure that confidential facts and information are protected effectively against access by and disclosure to unauthorised persons. No breach of the duty of confidentiality is deemed to have occurred in the event of the disclosure of confidential information by Livesystems within the Swiss Post Group or to engaged third parties. The duty of confidentiality does not apply insofar as there is an obligation to disclose the confidential information by virtue of an enforceable official or judicial order or mandatory law. The respective other Party must be informed in advance, insofar as this is legally permissible.
Any amendment to the contract (incl. any deviation from the GTC as well as from any other parts of the contract and ancillary agreements) must be made in writing. This also applies to the amendment and supplementation of this written form clause.
Should individual provisions of these GTC be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this does not affect the validity of the other provisions. The invalid or unenforceable provision must be replaced by a valid and enforceable provision that comes as close as possible to the economic meaning and purpose of the invalid provision in a legally permissible manner. The above provisions apply accordingly in the event that the contract is found to be incomplete.
The place of jurisdiction is Bern. (Partial) compulsory places of jurisdiction remain reserved.
This contract is subject to Swiss law under exclusion of the Vienna Convention.
Liebefeld, version July 2023