General Terms and Conditions of MemoStick® eShop

1.    General
1.1    WRH Marketing AG (hereinafter referred to as “WRH-M”) has developed the MemoStick® eShop and set it up on the internet with the aim of offering interested market participants (hereinafter referred to as “Customer(s)”) a platform, to gather electronically in a few steps MemoStick® campaigns in selected markets, with defined print media and at specified times and to transmit such as a booking enquiry.
1.2    In the Memostick® eShop (hereinafter referred to as “eShop”), Customers can plan MemoStick campaigns by continent, country, newspaper title and the timing of these campaigns and thereby create their own MemoSticks in the eShop or upload their own MemoStick models.
1.3    The Customers are entitled to use the eShop free of charge only if they do so in accordance with these Standard Business Terms and Conditions.
1.4    The Customers have no legal right of access to the eShop, to acceptance or processing of a booking enquiry or to receive a quotation for the implementation of the requested MemoStick campaigns. WRH-M is entitled not to handle individual or any booking enquiries, even without stating reasons, at any time.
1.5    All statements, including campaign price indications, and instructions and other representations in the eShop serve only to record a booking enquiry and as an initial guide to the Customers with regard to the MemoStick campaigns and do not in any way represent a legally binding offer for the implementation of a MemoStick campaign. A legally binding offer cannot exist until there is a quotation in accordance with
clause 2.1.

2.    eShop services
2.1    The campaign details recorded by the Customer through a booking enquiry are transmitted to WRH-M. WRH-M is thereby charged with checking free of charge the preconditions for the feasibility of the desired MemoStick campaigns in accordance with the booking enquiry and to issue a quotation for its implementation.
2.2    WRH-M is entitled on its own judgement and without the consent of the Customer to fulfil the orders itself or to assign the obligation to its group companies or third parties not belonging to the group.

3.    Customers’ duties
Every Customer is obliged to identify itself correctly during the recording of the booking enquiry and to ensure that all statements recorded are true. The Customer is liable for any conduct in breach of this duty.

4.    Limitation of liability
4.1    WRH-M gives no guarantee of constant availability or fault-free operation of the eShop. Nor is WRH-M liable for ensuring that the data input into the eShop are completely and correctly processed, transmitted or stored at any time and without technical problems. Nor is WRH-M liable for damage or loss caused by viruses that are unintentionally spread via the eShop.
4.2    The liability of WRH-M to the Customers both for direct losses or damage and for indirect losses or damage such as for instance loss of production, data loss or loss of profit is excluded regardless of the legal basis. The exclusion of liability does not apply to deliberate act or gross negligence by WRH-M.

5.    Data protection and confidentiality
5.1    WRH-M is entitled within the context of the purpose of the contract to process and store Customers’ data and to use them for its own purposes. In particular WRH-M is entitled (a) to publish and pass on Customers’ data in the context of the services provided in the eShop, (b) to pass them on to authorised bodies in the context of its legal obligations and (c) to pass on the Customers’ contact data to third parties in the event of a claim by them of alleged breach of the law. Based on the regulations applying to telecommunications suppliers and providers, WRH-M regularly stores the relevant offer-related data (offer, text, amendments and also emails). In addition, the Customer grants permission for its name, address, email address and the other contact data required for processing the order in the course of normal business operations to be transferred by WRH-M to any service providers as necessary for the purposes of implementing and processing the order.
5.2    Without prejudice to Point 5.1 WRH-M undertakes not to sell the data to other organisations or companies or otherwise make them available to them. All campaign details recorded by the Customers are treated with strict confidentiality.

6.    Jurisdiction/Applicable Law
6.1    The legal relationship between the Customer and WRH-M is subject to Swiss law with the exclusion of the United Nation’s agreement on contracts for the international sale of goods (CISG).
6.2    Disputes, differences of opinion or claims arising from or in connection with this contract, including its validity, invalidity, breach or dissolution, are to be resolved exclusively by the state courts in the area of WRH-M’s registered office in Hinwil (Zurich).

Copyright © 2008, WRH Marketing AG, CH-8340 Hinwil. Status: October 27, 2008. All rights reserved.