AGB & ADV
Terms and Conditions for Advertising Orders
1. General
The GeneralTerms and Conditions of Matto-Group AG (“GTC”) apply to all advertising ordersand govern the conclusion, content, and execution of contracts related to theadvertising services of Matto Group AG.
The GTC of Matto-Group AG apply exclusively in accordance with the following provisions.Any counter-confirmations by the advertiser or the agency (“contractualpartner”) referencing their own terms and conditions are hereby expresslyrejected. Deviations from these GTC or the contractual partner’s terms andconditions are only valid if Matto-Group AG confirms them in writing.
ForeCommerce transactions of individual partners integrated into the offers ofinventory owners, the current General Terms and Conditions of the shopoperators, available on their websites, apply.
2. Representation by Agency
The agency acting on behalf of Matto-Group AG must clarify before concluding the contract whether it is acting in the name and on behalf of the advertiser (direct representation) or in its own name and on behalf of the advertiser (indirect representation).
Agencies must present a power of attorney or authorization. The advertiser declares in the issued power of attorney or authorization:
• To notify Matto-Group AG immediately of the revocation of the mandate or authorization given to the agency;
• To be responsible for the content of the agreement, especially for its form and legality, and to bear any consequences of non-compliance with legal regulations;
• To be liable to Matto-Group AG for the payment of the services listed in the agreement and for the invoices issued by Matto-Group AG in the name of the representative;
• To not assert any objections or claims against the agency that would serve as grounds for non-payment or delayed payment of invoices issued by Matto-Group AG;
• To agree to being mentioned by Matto-Group AG as a reference during new customer acquisition and to allow Matto-Group AG to use the collected data in the same way as it does with its own customers;
• To agree to be contacted directly by Matto-Group AG if this would result in direct benefits for the advertiser (e.g., further optimizations that would not be communicated by the agency).
The agency is responsible for informing the advertiser about their obligations and rights arising from all contract components and for obtaining the necessary approvals from the advertiser—especially regarding sections 4.3, 4.4, and 4.5.
3. Conclusion of Advertising Orders
An advertising contract becomes legally binding, incorporating these General Terms and Conditions, when Matto-Group AG confirms an advertising order in writing or by email, and the advertiser or agency does not object to this order confirmation in writing or by email within 48 hours of receipt.
Matto-Group AG reserves the right to request a written counter-confirmation of the advertising order from the advertiser or the agency (an email is sufficient). If the counter-confirmation is provided within 48 hours of receiving the confirmation from Matto-Group AG, the contract is deemed concluded, and there is no right of withdrawal for the contractual partner.
The advertising order is concluded in any case with the delivery of the advertising materials to the agreed advertising spaces. In these cases, the delivery of the advertising materials replaces the confirmation from Matto-Group AG, and any objections from the contractual partner are excluded.
Matto-Group AG’s offers are subject to the availability of inventory. In particular, Matto-Group AG is not obliged to deliver advertising bookings where the cost of inventory exceeds the compensation price paid by Matto-Group AG, even if such a booking has been confirmed. In such cases, the contractual partner will be notified.
4. Rights and Obligations of Matto Group AG
4.1. General
Matto-Group AG provides the agreed services diligently. A specific result is only considered owed if it has been expressly agreed upon. It is entitled at any time to involve third parties or cooperate with partners to fulfill its contractual obligations.
4.2. Right to Reject and Suspend Service
Matto-Group AG has the right to reject advertising orders from advertisers and/or agencies at any time without providing reasons.
In the case of already concluded advertising orders, Matto-Group AG is also entitled to terminate indecent or illegal content in advertising materials at its discretion at any time without prior notice and without consulting the contractual partner (e.g., depictions of violence, pornographic or racist content, calls for violence or criminal acts, games, and bets violating gambling laws, unsolicited advertising (spam), content infringing third-party rights, including copyright, trademark, design, patent, or personal rights, or content violating laws against unfair competition or advertising regulations such as tobacco, alcohol, pharmaceuticals, or food advertisements).
Matto-Group AG is entitled at any time and without consulting the advertiser or agency to make adjustments to a) targeting and b) the campaign period. The advertiser or agency has no claims against Matto-Group AG regarding targeting or the campaign period. The advertiser or agency also has no right to specific placements of online advertising on a particular section of the website or the maintenance of specific access times to the website. The booked ad impressions will be delivered at Matto-Group AG’s discretion.
4.3. Collection of Data for Advertising Statistics
The contractual partner acknowledges that Matto-Group AG may use data to generate advertising statistics and may pass them on to third parties. Matto-Group AG ensures that no personal data will be shared.
All collected data (as long as they do not involve sensitive business data) may be used to optimize future campaigns. Specifically, campaign data from a particular industry may be used to develop prediction and optimization models that impact the performance of all campaigns. Additionally, non-personal campaign data may be made accessible for benchmarking against other advertising campaigns, for example, to show click-through rates or successful adjustments.
4.4. Storage
Matto-Group AG is entitled, but not obligated, to store advertising materials and campaign data for an indefinite period.
4.5. Reference Customers
All advertisers whose campaigns are delivered by Matto-Group AG may be named as reference customers to third parties.
4.6. Data Processing
Matto-Group AG commits to providing customer data or personal data of leads in a secure environment according to the project briefing during lead campaigns. Matto-Group AG cannot be held liable for any damages resulting from harm due to possible theft or unauthorized access by third parties, or improper use of the data by the contracting partner.
5. Rechte und Pflichten des Vertragspartners
5.1. Provision of Advertising Materials
Advertising materials must be created according to the current specifications. These specifications are provided by Matto-Group AG. It is the contractual partner’s duty to ensure they are informed about the applicable laws and that only permissible advertising campaigns are delivered. If there are doubts about the legal admissibility of an advertising material, Matto-Group AG is entitled to reject the advertising material or suspend its publication.
If delays occur because, for example, the advertising material belongs to a sensitive industry and needs to be specially reviewed, or targeting cannot be used due to regulations, any resulting damages cannot be claimed. In such a case, Matto-Group AG is particularly entitled to adjust the targeting to ensure that the campaign can still be delivered, even if deviations from the offer or order confirmation occur.
The contractual partner must approve the advertising materials, landing pages, or other relevant materials for advertising purposes promptly (within a maximum of 48 hours after receiving the order confirmation) to Matto-Group AG. Any change requests before the campaign’s start must be submitted immediately in the form of a detailed list. Matto-Group AG must have sufficient time to make the necessary corrections to ensure the timely start of the campaign.
The campaign should run for the duration mentioned in the order confirmation; otherwise, the contractual partner must bear the setup costs, which amount to at least CHF 5,000. For more complex campaigns, where creation costs exceed this amount, the full costs incurred by Matto-Group AG must be covered.
5.2. Compensation
The contractual partner shall pay Matto-Group AG the fee specified in the advertising order plus VAT and any other taxes that may apply. The contractual partner is required to integrate or have integrated a toolbox program code (AdTag) for reporting and tracking on their website(s) if the compensation or part of the compensation is based on a post-click value (billing per registration or lead, etc.) and their own pages are used.
5.3. Intellectual Property Rights
Thecontractual partner guarantees that all necessary rights for the creation ofthe advertising materials have been obtained and that they possess all therights required to display the advertising material in the booked media. Thecontractual partner grants Matto-Group AG all the rights needed to use theadvertising in the booked electronic media, including the right to reproduce,distribute, transmit, edit, store in, and retrieve from a database, in thenecessary scope required for fulfilling the advertising order, and the right tosublicense to the owner of the booked media.
Additionally,all intellectual property rights (such as copyrights, trademarks, and designrights) on content, logos, layouts, etc., accessible on the inventory owners’media remain the property of Matto-Group AG, the respective inventory owners,or third parties who have made these available to Matto-Group AG and/or therespective inventory owners. The contractual partner acknowledges that noclaims to these intellectual property rights arise from their contractualrelationship with Matto-Group AG.
5.4. Data Processing and Customer Contact
In lead campaigns, it is the duty of the contracting partner as the data controller to inform customers or leads about the processing of their personal data in accordance with the applicable data protection legislation. If necessary, they must obtain consent or otherwise ensure the legality of processing their personal data. Matto-Group AG processes the personal data of customers or leads exclusively on behalf of and according to the instructions of the contracting partner, and is thus considered a data processor. The details of data processing are regulated in the data processing agreement as per Annex 1, which forms an integral part of these General Terms and Conditions.
Additionally, the contracting partner is legally responsible for compliance with the applicable market conduct laws when contacting customers or leads. This includes, under the Swiss Federal Act against Unfair Competition (UWG), for example, the obligation to obtain prior consent for the transmission of electronic advertising messages, to provide contact details (including email address) of the advertiser (contracting partner), and to include a notice informing the recipient of their ability to easily object to such communications at any time.
5.5. Indemnification
If Matto-Group AG, a member of its governing body, or an employee of Matto-Group AG is held criminally, civilly, or administratively liable due to the illegality of information from the advertiser or agency, lack of consent from third parties, infringement of third-party rights, data protection violations, or other alleged legal violations by the contracting partner or a third party commissioned by them, then the contracting partner shall indemnify the affected parties from all claims upon first request and hold them fully harmless.
6. Invoicing and Payment Terms
6.1. Invoicing
The services invoiced are generally based on the delivery numbers recorded by Matto-Group AG. Counting discrepancies below 10% do not affect the invoiced services. If counting discrepancies exceed 10%, the contractual parties will agree on an individual solution for this exceptional case.
6.2. Zahlungsfrist / Zahlungsverzug
Invoices must be paid within the payment period stated on the invoice without additional reminders. In the event of late payment, Matto-Group AG reserves the right to charge interest of 10% per year on overdue invoices and to charge collection fees. Additionally, Matto-Group AG may charge a late fee of CHF 20 per reminder. In case of regular delays, Matto-Group AG may also retrospectively charge accumulated interest.
If the contractual partner is in default of payment, Matto-Group AG is entitled to terminate the advertising order immediately and stop the campaign. The payment claim for unpaid services remains unaffected.
6.3. Prohibition of Offsetting
The contractual partner is not entitled to offset counterclaims against Matto-Group AG.
7. Data Protection
Data protection and data security are high priorities for Matto-Group AG. When processing personal data, Matto-Group AG complies with the applicable data protection laws. The contractual partner assures Matto-Group AG that they also comply with the applicable data protection laws and confirms that all personal data provided by them has been lawfully collected and may be used by Matto-Group AG to fulfill the contractual obligations. In case of dispute, the parties must mutually prove compliance with this obligation.
Matto-Group AG agrees to use the contractual partner’s data only for fulfilling the assigned task and for administering the contractual relationship unless otherwise agreed. Additionally, Matto-Group AG is entitled to process the personal data of the contractual partner for marketing purposes, such as tailored offers or event invitations. Matto-Group AG may store the personal data of all parties involved in the contract in a CRM system (Salesforce). The contractual partner may restrict or prohibit the use of their data for marketing purposes in writing.
8. Confidentiality
Matto-Group AG, the advertiser, and, if applicable, the agency must treat all information regarding their business relationship confidentially, provided it is not publicly known or publicly accessible. In particular, price deviations from list prices, revenue shares, or products not accessible to all customers of Matto-Group AG must be kept confidential. This duty of confidentiality applies as soon as the parties gain access to confidential information, regardless of the contract’s start date, and continues after the contract ends. An exception is made for data used for advertising statistics or references.
9. Warranty and Liability
Whenever possible, Matto-Group AG strives to deliver only on high-quality sites. However, for technical reasons, it may occur that delivery on a particular site is not beneficial to the advertising message or the brand. In such cases, Matto-Group AG is not obligated to deliver, and any corresponding liability of Matto-Group AG is excluded.
Matto-Group AG excludes its liability for damages that have not been caused intentionally, by gross negligence, or through bodily injury. Furthermore, any liability for auxiliary personnel is excluded.
If Matto-Group AG is unable to provide the agreed services during the agreed campaign period due to circumstances attributable to the contractual partner, such as delayed delivery of advertising materials, incorrect formats, or unlawful content, Matto-Group AG is entitled to invoice the full amount of the service specified in the advertising order.
10. Contract Duration, Right of Withdrawal, Postponement, and Termination
10.1. Contract Duration
The start and duration of the contract are determined by the advertising order.
10.2. Right of Withdrawal / Cancellation
A withdrawal by the contractual partner is generally excluded. However, Matto-Group AG may, at its discretion, grant the advertiser or agency a right of withdrawal in specific justified cases. The cancellation must be in writing (email is sufficient) and must include a comprehensible reason for the cancellation.
If Matto-Group AG exceptionally grants the advertiser or agency a right of withdrawal, cancellation is free of charge up to 11 working days before the agreed start date. Within the last 10 working days before the campaign start, the right of withdrawal granted by Matto Group AG is only possible against a percentage compensation (penalty fee) based on the net/net value of the respective advertising order:
• Between 10 and 6 working days: 25%
• Between 5 and 3 working days: 50%
• Less than 3 working days before the campaign start: 100%
• After the campaign has started: 100%
10.3. Postponement
The written postponement of an agreed start date is only possible up to 11 working days before the initially agreed start date and is subject to the availability of capacity.
10.4. Termination of Fixed-Term Contracts
In the case of a contract with a clearly defined term, the contract ends automatically at the end of the agreed term.
11. Changes
11.1. Amendment of the General Terms and Conditions
Matto-Group AG is entitled to change or adjust the General Terms and Conditions at any time. Matto-Group AG will inform the contracting partners about the changes at least 30 days before the new General Terms and Conditions come into effect. Without a written objection by the end of this period, the changes are considered accepted. The currently valid version of the General Terms and Conditions can be viewed at https://www.matto-group.com/agb.
11.2. Price Changes
Matto-Group reserves the right to change prices and modify or partially remove advertising spaces from the offer at any time.
Price changes in comparison to the published rates are possible at any time. For legally binding advertising orders, price changes do not apply. Price adjustments due to changes in tax rates (e.g., VAT increases) do not count as price increases.
11.3. Change of Advertising Space/Material
The development of an advertising space or a reasonable modification of an advertising material for valid reasons is not considered a contract amendment. The reasonableness of a development or modification—e.g., in the context of a redesign of a media carrier—is presumed.
12. Applicable Provisions
Only the following documents apply to the advertising order. In the event of a conflict, the first mentioned takes precedence (in descending order of priority):
• Order confirmation;
• Any existing agreements with the contractual partner;
• These GTC (the GTC are available on the Matto-Group AG website at https://www.matto-group.com/agb at all times);
• Advertising material specifications (the specifications are available on the Matto-Group AG website at [Advertising Specifications] at all times).
Sections 3, 4.2, 5.1, and 11.3 of these GTC apply without prejudice to other agreements.
13. Written Form
Amendments and supplements to the contractual relationship, including changes to this clause, must be in writing to be legally effective.
14. Severability Clause
If one or more provisions of these GTC are or become invalid, the validity of all other provisions or agreements shall not be affected, unless otherwise clearly indicated. Instead of the invalid provisions, a legally permissible regulation that comes as close as possible to the economic purpose of the invalid provision shall apply. The same applies to gaps that need to be filled.
15. Transfer to Third Parties
Rights and obligations from this contract may only be transferred to third parties with the written consent of the other party. The requirement of consent does not apply to the transfer of the entire contract to a legal successor and/or within the group. Such a transfer must be communicated in writing to the other party.
16. Applicable Law and Jurisdiction
The contractual relationship is governed by Swiss law, excluding the Swiss Federal Act on Private International Law (IPRG) and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Law). The exclusive place of jurisdiction is Zurich, Switzerland.
Conditionsfor Data Processing (“DPA”)
1. Subject
The following conditions specify the data protection obligations of Matto-Group AG and the contractual partner arising from the above GTC (“Main Contract”). They apply to all services under the Main Contract in which Matto-Group AG (“Processor”) processes personal data for the contractual partner (“Controller”). The duration, scope, and purpose of processing, as well as categories of personal data and data subjects, are specified in Appendix 1. The terms used herein generally have the same meaning as in the Main Contract. In case of discrepancies, these conditions take precedence.
2. Definitions
The following definitions apply:
• “Processing”: any handling of personal data, in particular collecting, storing, using, altering, disclosing, archiving, or destroying personal data, or any other form of processing as defined by applicable data protection law.
• “Data Subject”: a natural person, or if applicable under data protection law, a legal entity, that can be identified directly or indirectly through personal data.
• “Data Protection Law”: applicable data protection laws governing the processing of personal data under this DPA, especially the Swiss Federal Act on Data Protection (FADP) of June 19, 1992, and the associated Ordinance (ODPA) in its current version, as well as Regulation (EU) 2016/679 of the European Parliament and Council dated April 27, 2016, for the protection of individuals regarding the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (GDPR).
• “Services”: services provided by the Processor on behalf of the Controller under the Main Contract.
• “Third Country”: a country whose laws do not guarantee adequate data protection for processing personal data according to applicable data protection laws.
• “Personal Data”: any information relating to an identified or identifiable natural person, or if applicable, a legal entity. A natural or legal person is deemed identifiable if they can be identified directly or indirectly, especially by reference to an identifier such as a name, identification number, location data, or an online identifier, or to one or more specific factors relating to physical, physiological, genetic, mental, economic, cultural, or social identity.
• “Controller’s Personal Data”: any personal data processed by the Processor on behalf of the Controller in connection with the Main Contract.
• “Standard Contractual Clauses”: the standard contractual clauses for the transfer of personal data to third countries, set forth by the European Commission’s Implementing Decision (EU) 2021/914 of June 4, 2021, which supervisory authorities or other bodies deem sufficient to ensure data protection for transfers to third countries (as recognized by the Swiss Federal Data Protection and Information Commissioner on August 27, 2021, with reservations that the clauses be adapted and/or supplemented as necessary to comply with Swiss law).
• “Sub-processor”: any natural or legal person engaged by the Processor to process personal data for the Controller under the Main Contract.
• “Data Security Breach”: any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to personal data, whether intentional or unintentional.
3. Principles of Data Processing
The Processor agrees to:
• Comply with applicable data protection law and in particular adhere to the principles of data processing;
• Process personal data only according to the instructions in this DPA or other documented instructions from the Controller, unless legally required to process otherwise. The Processor will notify the Controller prior to any such legally mandated processing unless prohibited by law;
• Inform the Controller if they believe that an instruction violates applicable data protection law. The Processor may refuse to follow the instruction until the Controller amends it or demonstrates its legality.
The Controller is solely responsible for ensuring compliance with applicable data protection laws, particularly the lawfulness of the processing and the protection of data of data subject rights. The Controller is also responsible for the accuracy and legality of the personal data and its lawful collection.
The Controller’s instructions must comply with applicable data protection laws and other applicable legal requirements. Instructions must be provided in writing. In urgent cases, instructions may be given verbally but must be confirmed in writing as soon as possible.
4. Employees of the Processor
The Processor will only grant its employees access to the Controller’s personal data to the extent necessary for the fulfilment of its obligations under the Main Contract. The Processor will also impose contractual obligations on the relevant employees to maintain the confidentiality and security of the data.
5. Sub-processors
The Controller hereby grants the Processor general permission to engage sub-processors under this Section 5. A current list of sub-processors is included in Appendix 2.
The Processor will inform the Controller of any intended changes regarding the engagement or replacement of sub-processors, giving the Controller the opportunity to object to such changes within 14 days of notification. The Controller may only refuse consent for a legitimate reason. If the Controller objects, the Processor may terminate the Main Contract and this DPA without notice.
If a sub-processor is engaged, the Processor agrees to:
• Conduct prior assessments to ensure the sub-processor can process personal data in accordance with this DPA and applicable data protection laws;
• Enter into a written agreement with the sub-processor that complies with the terms of this DPA and applicable data protection law.
6. Data Security
Taking into account the state of the art, the costs of implementation, the nature, scope, context, and purpose of processing, and the risks for the rights and freedoms of data subjects, the Processor will implement technical and organizational measures to ensure a level of security appropriate to the risk. This includes ensuring secure data transmission (e.g., using SSL, FTPS, TLS encryption).
The Processor will inform the Controller of any suspected data security breaches and will assist the Controller, where necessary, in fulfilling any legal notification obligations.
7. Data Subject Rights
If a data subject exercises their data protection rights, the Processor will promptly forward the request to the Controller and assist in responding if necessary. The Processor will only respond to the data subject’s requests directly if required by applicable data protection law.
8. Contract Duration, Data Deletion, or Return
The duration of this DPA is tied to the duration of the Main Contract. Upon the completion of the services under the Main Contract, the Processor will, at the Controller’s discretion, either delete or return the personal data. However, the Processor may retain personal data as required by law.
9. Liability
The liability follows the liability provisions of the Main Contract. If claims are made by data subjects or (potential) sanctions are imposed by authorities, the Controller will promptly inform the Processor and take reasonable steps to prevent or mitigate claims or sanctions, and give the Processor an opportunity to comment.
10. Audit Rights
The Processor will document compliance with this DPA and applicable data protection law using appropriate documentation. The Controller may conduct audits regarding compliance. They may request access to relevant documents and, if necessary, to the Processor’s processing facilities. Each party bears its own costs related to audits.
11. Data Transfers to a Third Country
If the Processor processes personal data that involves transfers to a third country, the Processor will enter into an agreement with the recipient that includes the Standard Contractual Clauses.
Appendix 1: Description of the Data Processing
1. Scope and Purpose of the Processing
The Processor processes personal data solely to provide the agreed services under the Main Contract.
2. Categories of Data Subjects
- Customers
- Prospective customers
- Applicants
3. Types of Personal Data
- Names, address data
- Working hours data
- Bank account information
- Applicant data
- Image data
- Hobbies
- Emails
- Salary and compensation data
- Personal and identification numbers
- Employee evaluations
- Employee qualifications and characteristics
- Credit card or other payment data
- Customer behaviour data
4. Processing Duration
Personal data will not be processed longer than necessary to fulfil the intended purpose.
Appendix 2: List of Sub-processors
- Cheetah Digital Germany GmbH | Speditionsstrasse 1, 40221 Düsseldorf | Mailing solution
- Acxiom Deutschland GmbH | Martin-Behaim Strasse 12, 63263 Neu-Isenburg | Phone validation, address validation, GeoCluster
- Acxiom Global Services Center Polska Sp.z.o.o. | Woloska 3, 02-675 Warsaw, Poland | Phone validation, address validation, GeoCluster
- Acxiom Limited | 17 Hatfields, London SE1 8DJ, United Kingdom | Phone validation, address validation, GeoCluster
- Ad Pedder Media GmbH | Frankenstrasse 150C, 90461 Nuremberg | Display advertising and audience targeting
- QSC AG | Am Tower 5, 90475 Nuremberg | Data disposal
- I3D.net BV | Rivium 1e straat 1, 2909 LE Capelle aan den IJssel, Netherlands | Data disposal
- Platform 161 B.V. | Johan Huizingalaan 763a, 4th Floor, 1066 VH Amsterdam | Display advertising, targeting, and retargeting
- Google Ireland Ltd. | 1st & 2nd Floors, Gordon House, Barrow Street, Dublin 4, Ireland | Google Ads management / incl. Google Analytics (analysis and evaluation of website data), Google Tag Manager (Tag Management System), Google Display & Retargeting.