Last modified on: 12.03.2021
Thank you for using our products and services to achieve your marketing goals. The services are provided to you by Gonnado AG ("Gonnado"), Schauplatzgasse 23, 3011 Bern, Switzerland. The contracting parties are the client ("Client") and Gonnado. When you sign up for our service, you will receive this agreement by email for confirmation. If we change our terms and conditions in the future, we will notify you in advance.
The subject of this contract is the performance marketing campaign (hereinafter referred to as 'campaign'), that is carried out by Gonnado on behalf of the client.
This contract comes into force upon mutual signature and ends upon termination by one of the parties. The contract may be terminated at any time by either parties. For orders that have not yet been concluded when the contract is terminated, the provisions of this contract remain valid until they are concluded (this applies in particular to coupons that are still valid).
As part of the campaign, Gonnado delivers online marketing measures for the client. The design of the campaign, including the measures to be taken, the start date, possible breaks and the end date, are defined in conjunction with the client.
The aim of the campaign is to generate conversions. Gonnado measures the conversions achieved. For the purposes of this contract, there are two types of conversions.
A lead conversion takes place as soon as a customer has successfully submitted the lead form to order the coupon, as measured by Gonnado saving the customer's lead data and transmitting it to the client.
A sale conversion takes place when a customer buys an offer from the client, as measured by at least one of the following events occurring:
Offline coupon conversion: A customer buys the client's offer offline, e.g. in a branch, in the field, or by phone, and redeems a coupon that they previously claimed.
Online coupon conversion: A customer buys the client's offer in their online shop after they claimed a coupon that is still valid, regardless of whether or not they used the coupon for their online purchase.
Online shop conversion: A customer buys the client's offer in the client's online shop after being in contact with an advertisement for the campaign (30-day click-through conversion and 1-day view-through conversion), regardless of whether they have claimed a coupon or not.
The client pays Gonnado the costs incurred as part of the campaign. The expenses are calculated either by the number of leads times the average price per lead (CPL), or by the number of sales times the average price per sale (CPS). The client chooses the billing model in consultation with Gonnado. Billing per lead is always available. Billing per sale is only available with Gonnado's approval.
No costs apply under the Gonnado Tracking Plan and the following clauses 3.2 – 3.4 only apply to the Gonnado Onsite and Gonnado Ads Plans.
The CPL or CPS prices are variable up to a maximum of the maximum CPL or CPS bid, as defined by the client. The client can set the bid in consultation with Gonnado. All prices are exclusive of VAT.
The campaign costs are debited daily from the client's Gonnado account. The client can limit the daily expenses by setting the maximum daily budget as desired in consultation with Gonnado.
Payment by credit card is always possible as a means of payment. Payment by invoice is only possible with Gonnado's specific consent.
In the case of credit card payment, the campaign costs are regularly debited from the credit card as soon as the minimum charge amount has been reached. In the case of payment by invoice, the invoice will be sent to the client by email at the end of the month with payment terms of 14 days.
The client is obliged to review Gonnado's invoices immediately and to raise objections to Gonnado in writing within 10 days of receipt. After 10 days, the invoice is considered approved and the credit card deduction cannot be refunded.
If the campaign includes customer gifts, such as shopping vouchers for customers, the client will be billed for these separately. These charges are not included in the campaign costs.
Gonnado assigns the rights to the intellectual property to the means of communication created by Gonnado or third parties in fulfillment of this contract to the client. This assignment is covered by the payment of the campaign costs.
Gonnado may use the client's brand and logo as a reference on the Internet. Gonnado is permitted to create a case study on the campaign and submit it to the client for approval.
A “good-to-go” from the client is deemed to be approval of the product in the proposed manner and quality. Any deficiencies compared with the approved product must be reported immediately and in writing by the client. In the event of a notification of deficiency, Gonnado shall have prior rights of rectification. A refund is precluded.
The client is liable for the content of the communication and it’s correctness; Gonnado is responsible for ensuring that the means of communication do not violate the rights of third parties, in particular copyrights, naming rights, personal rights or trademarks, nor violate other property rights or regulations.
Data protection relates to personal data. This is information that relates or at least can be related to natural persons and thus allows conclusions to be drawn about their personality (such as name, email address, phone number, address or IP address). Personal data within the meaning of this contract is all personal data that are collected, stored or processed by means of the campaign.
The parties mutually undertake to treat all personal data in accordance with the applicable statutory provisions. These include in particular the Swiss Federal Data Protection Act (DSG) and the EU General Data Protection Regulation (GDPR).
Any further guarantee are excluded.
The client acknowledges and accepts that Gonnado also provides services for third parties that may be in competition with the client and is remunerated for them. This applies in particular to lead generation, sales promotion and other marketing measures.
Both parties undertake to keep secret all information of the other party that becomes known to them during the cooperation, unless the other party agrees to the publication. This confidentiality obligation extends beyond the duration of this contract. this contract. Legal disclosure obligations and disclosures ordered by a government body or court are excluded from this confidentiality obligation.
Gonnado may involve or cooperate with third parties for specific pieces of work in the fulfillment, in particular with regards to delivery and media buying. In such cases all costs and efforts associated with the involvement of third parties are borne by Gonnado, who will also be allowed to benefit from any upsides.
The parties are only liable to each other for damages arising in connection with this contract insofar as these damages arise from intentional or grossly negligent behavior. A broad liability, in particular for mild or moderate negligence as well as liability for support workers is excluded. This does not affect the factual and legal guarantees in section 5.
This contract replaces all previous agreements and / or contracts between the parties.
Changes and additions to this contract including this clause must be made in writing in order to be valid.
Should one or more provisions of this contract be completely or partially unenforceable, this does not affect the validity of the remaining provisions. The unenforceable provision is to be replaced by a valid provision that comes closest to the economic purpose of the unenforceable provision. The same applies to gaps in the contract.
This contract is subject exclusively to Swiss private law. The place of jurisdiction for any legal disputes arising from this contract is Bern.