Article 1

Scope

1.1

These general principles apply to the contract by which the advertiser (hereinafter referred to as ‘the client’) provides Neo Advertising SA (hereinafter referred to as ‘the management’) with one or more orders for the broadcasting of advertising material.

Article 2

Form, contracting parties and conclusion of the contract

2.1

The contract for the rental of advertising space is only valid in written form.

2.2

The client can be a legal or physical entity. The responsibility for contractual rights and obligations as regards Neo Advertising SA falls on the client even if the client is represented by a media agency.

2.3

In the first instance, a summary offer is submitted to the client. This offer must be signed and returned by the client within the given time to constitute a valid contract.

Article 3

Content of the contract represented by a signed offer

3.1

The broadcasting contract should make particular mention of the following items:

• The name of the client and agent, where applicable
• The network(s) selected by the client
• A description of the advertising campaign specifying the following points:
  • The duration of the advertising campaign in weeks
  • The precise broadcasting dates
  • The length of the advertisement in seconds
  • The pre-tax price of the advertising campaign in Swiss francs, including details of the various discounts granted.
• The document includes a completion date for acceptance to be certified; it should be signed and dated by the client for it to be a valid contract.

3.2

The provision of all ancillary services contributing to the production of the broadcast forms the basis of a supplementary contract involving a separate offer, such as:

• Creation of an advertisement
• Work necessary for the adaptation of material that does not conform to the ‘technical specifications’
• Expenses incurred in modifying the advertisement

3.3

In the event of broadcasting on Branding Zone, any technical costs are added to the broadcasting contract.

Article 4

Advertising content

4.1

The client is held to be exclusively responsible for the content of the advertisement to be broadcast and should abide by the legal and agreed requirements. The management reserves the right to decline any advertisement whose content does not conform. Any advertisement presented in a way contrary to business regulations or to the charters of the broadcasting media selected will not be transmitted.

4.2

If the management is obliged to decline an advertisement, it will inform the client and, if at all possible, suggest modifications that will allow the broadcast to proceed.

4.3

In the event that the advertisement cannot be modified or replaced, the broadcast will be cancelled outright.

4.4

In this event, the client remains bound to pay the entire price agreed under the terms of the contract (see Article 12 Conditions for cancelling or modifying the campaign).

4.5

Similarly, the client must abide by his obligation to cover all the costs of his order as well as all supplementary costs in the event that an administrative or legal injunction requires the immediate cessation of the broadcasting of an advertisement.

4.6

Without the approval of the management, the advertising message may not include references to another advertiser, particularly in terms of corporate identity, brands or products.

Article 5

Delivery of the advertising broadcast

5.1

The client agrees to supply the advertising broadcast not later than three working days before the launch of the campaign.

5.2

If the advertisement is to be broadcast on the Branding Zone, the client is required to supply it not later than one week before the launch of the campaign.

5.3

Delivery of the material takes place at the expense and risk of the client.

5.4

Any delivery not made or not made within the deadline will not occasion any change to the broadcasting schedule. Any consequent expenses will be borne by the client.

Article6

Modifications to the broadcast

6.1

The management reserves the right, in agreement with the client, to modify or move the campaign. If a network is not available, the management will contact the client in order to explore how the terms of the contract may best be fulfilled.

Article7

Interruptions to the broadcast

7.1

Short interruptions to the broadcast do not, under any circumstances, constitute grounds for any indemnity in favour of the client.

7.2

In the event of an interruption for longer than 10% of the duration of the campaign, the campaign is extended by a period of time equivalent to the length of the interruption. If no facilities are available, the total invoice will be reduced in proportion to the duration of the interruption.

7.3

In the event of a defective broadcast or of a broadcast significantly altering the meaning of the advertisement, the management’s liability vis-à-vis the client extends solely to a partial reimbursement.

Article8

Pricing conditions

8.1

All broadcast prices are set out in the brochures of the various visual media networks.

8.2

The prices are in Swiss francs and exclude taxes.

8.3

The broadcast prices include the ancillary services mentioned in the contract.

8.4

Additional services such as the creation of broadcast material, the adaptation of material that does not conform to ‘technical specifications’ as well as all costs incurred as a result of a modification to the advertisement constitute a supplementary order. The cost of this order is determined by the amount of work required by the client. A new order is issued for these services.

8.5

The prices linked to technical costs in the event of broadcasting on the Branding Zone are specified in the broadcasting contract.

8.6

The management reserves the right to review prices at any time.

8.7

The prices to be applied are those which appear in the confirmation order dated and signed by the client.

Article9

Trade terms

We offer three different types of discount:

9.1

Volume or special discount: aimed at new clients for the purpose of introducing them to our product. At the same time, this discount is based on the value and the number of campaigns planned.

9.2

One-off discount: this is part of marketing negotiations.

9.3

Agency commission: this is calculated retroactively according to the amount spent. This commission is paid to agencies with whom we collaborate closely.

Article10

Payment terms

10.1

The amounts invoiced by the management are payable 10 days after the date mentioned on the invoice. The invoice is sent to the client or his agent on the second day after the campaign is launched. Bank details are set out on each invoice.

10.2

Several invoices may be issued covering a single order. This procedure is carried out at the request of the client or his agent according to the duration of the campaign. This is to stagger payment of the order.

10.3

The management reserves the right to issue the invoice and request payment before the start of the campaign in the case of a client based abroad.

Article11

Cancellation conditions

11.1

In the event that the client is in breach of the conditions set out in the contract the management is authorised to cancel the contract after drawing the client’s attention to the terms of the contract and fixing an extension period. In the event of cancellation, the client is still obliged to pay the management the price agreed for the campaign together with any other consequent costs.

Article12

Conditions for cancelling or modifying the campaign

The client may withdraw from the contract after signing it, but only if he does so in writing. These same conditions apply if the client wishes to change the broadcasting dates.

12.1

Between the 10th and the 8th week prior to the start of the campaign, the client is liable to pay 20% of the contract price.

12.2

Between the 7th and the 6th week prior to the start of the campaign, the client is liable to pay 50% of the contract price. 12.3 After the 5th week prior to the

12.3

After the 5th week prior to the start of the campaign, the client is liable to pay 100% of the contract price.

Article13

Confidentiality & data handling

13.1

Neo Advertising treats all information entrusted to it confidentially. It uses the data only for the purpose of fulfilling the contract.

13.2

All publicity material provided by the client is for a single use. Any exception to this requires the specific agreement of the client.

13.3

Neo Advertising participates in the collection of data for various institutions to enable them to carry out market research. The client may, at his own expense, acquire these statistics from the organisations which publish them.

13.4

All written communications between the contracting parties, such as emails, constitute trade correspondence.

Article 14

Force majeure

14.1

None of the parties is liable in the event of delays to or deficiencies in his contractual obligations due to external actions or events beyond his control, such as legal restrictions on advertising activities, natural phenomena, or failures on the part of electricity suppliers or telecommunications operators.

Article 15

Applicable law and jurisdiction

15.1

This contract is subject to Swiss law.

15.2

Any disagreement between the parties as to the conclusion, interpretation or execution of the broadcasting contract will be submitted to the judicial procedures of the relevant jurisdiction, specifically having regard to the client’s domicile.

15.3

For clients based abroad, the address for the service of documents is the registered office of the company according to Article 50(2) of the Federal Law on the recovery of debts and bankruptcy.

Version operative from November 2011.