Terms & Co.

8008.Agency (Hereinafter “The Agency”)

The Agency provides consulting, copy and content writing as well as development services for their customers, hereinafter referred to as “services”. These general contract terms and conditions govern the provisions for these types of contracts in the following sections.

A delivery obligation of The Agency and/or the customer only arises upon conclusion of an individual contract in which the subject matter of the delivery as well as business-specific details are to be regulated. By concluding an individual contract, the customer expressly acknowledges the applicability of the relevant general contract terms and conditions of the contract.

Consulting services include advising and/or supporting the customer, whereby the customer is responsible for the results achieved.

Development services include the installation of software as well as the development and creation or modification of customer-specific deliverables (software, documents or any other intellectual property that The Agency develops specifically for the customer and which is related to the customer’s data processing systems). The development services shall be deemed to have been rendered as soon as The Agency has handed over the deliverables listed in the contract to the customer.

These general terms and conditions and the contract elements mentioned in the individual contract (including Annexes) contain all agreements made on the contractual relationship. Deviating or Special provisions in the individual contract and in its annexes are subject to the present general provisions.

The scope and content of the services are exclusively based on the specifications set out in the individual contract.

After the conclusion of the individual contract, both the customer and The Agency may request the other party to make changes or extend the individual contract at any time and in written form. Changes require the written consent of both parties.

If the customer makes a change, The Agency shall inform the customer, within a reasonable period of time which does not exceed 30 days, whether they agree with the change and what effects the amendment has on the price, terms of payment, implementation plan and other contractual modalities.

In view of the complexity of the change requested by the customer that a comprehensive and detailed clarification takes a long time, The Agency will inform the customer.

During the examination period of an amendment request, the performance periods shall be suspended unless otherwise agreed in writing by Papers.

If during the course of the individual contract product announcements, new product types or other technical innovations occur which could significantly affect the individual contract, then The Agency shall undertake to provide this information to the customer so that an amendment to the contract can be made.

The Agency is entitled to carry out technical developments and new product types without the customer’s consent, provided that they are at least equivalent to the original types and that the overall character of the performance to be carried out is not changed. Such changes are to be displayed to the customer.

The fees and terms of payment for the individual services of The Agency result from the individual contracts. Unless otherwise agreed in the individual contract, they are exclusive of all taxes, fees and charges applicable at the time the contract is concluded. The Agency reserves the right to make adjustments if these are increased or new taxes, fees or charges are levied after conclusion of the contract.

If the provision of a service at a fixed price was agreed in the individual contract, it shall be based on the principles known at the time the individual contract was signed. If these basics should change significantly during the realization of the project, and if this was not foreseeable for The Agency, The Agency can demand an adjustment of the fixed price. The mode of payment is regulated in the individual contract. After expiry of the payment period stipulated in the individual contract, the customer is in default without a reminder.

Periodic (recurring) fees and charges shall be invoiced in advance on an annual basis.

The dates and/or periods for the services are regulated in the individual contract. Unless expressly agreed otherwise, agreed dates shall be regarded as guidelines. No liability can be assumed for their observance.

In the case of firmly assured deadlines, a contracting party is released from its deadline obligations if the delays have been caused by the other contracting party. Particularly, this includes delays caused by customer’s inability to provide guaranteed personnel resources or information/documents.

Should there be delays on the part of The Agency or third parties involved in the performance of the contract, the customer and The Agency shall inform each other in order to adjust the delivery or performance date to the new circumstances.

The decision-making power for consultancy mandates for The Agency lies solely with the customer. The customer shall provide all information and other support which may be necessary and useful for the execution of the order. The execution of The Agency’s services is supervised and controlled by the customer.

Responsibility for the results obtained from the mandate lies exclusively with the customer. The customer is also responsible for the security measures to protect the software and the stored data from destruction, theft or misuse (in particular backup copies and their appropriate storage) and for providing alternative solutions.

The customer undertakes not to enter any kind of business relationship with persons or companies which The Agency uses to fulfil its contractual obligations during or up to 12 months after termination of the contractual relationship. In particular, the customer shall not commission these persons and companies with such or similar consulting services that The Agency offers or has sub-contracted for the project. In the event of a breach of this agreement, the customer shall owe The Agency a contractual penalty of CHF 15,000 per case as well as corresponding damages.

The customer undertakes to provide The Agency in good time with all necessary information about his objectives and organizational conditions which are necessary for the provision of the services. Furthermore, it is the customer’s task to create or maintain the technical, operational and personnel requirements for the installation and operation of the solutions proposed by The Agency, in a timely manner.

During an update call requested by The Agency, the customer has to provide a competent contact person as well as the information required by The Agency at the agreed time.

If the customer does not comply with the legal obligations described above in full or in due time and delays or additional expenses arise as a result, The Agency may demand corresponding changes to the deadlines and the agreed compensation. If the customer does not comply with his legal obligations even after setting a reasonable period of grace, The Agency is entitled, among other things, to withdraw from the respective individual contract.

Copy and content writing services: Upon completion of the copy and content writing services and the handover to the client, the respective copyrights are transferred to the client. The Agency reserves the right to use any extracts of the work for their portfolio. Similarly, if The Agency has worked alongside a subcontracted party, that party will also have the right to use any extracts of their work on their portfolio and marketing materials unless otherwise agreed beforehand.

For consulting work, all results of the consultation, particularly presentation documents and recommendations made by The Agency are intended exclusively for internal use of the client and may not be published or passed on to third parties, such as banks, auditors, other providers of consulting services etc., without the express consent of The Agency.

Whilst The Agency makes every effort not to breach any copyright, The Client agrees to indemnify The Agency against any action that may arise as a result of using The Agency’s services.

By using the services of The Agency, the Client agrees to indemnify The Agency and its collaborators against any claim, including that of a third party, for compensation or damages resulting from the use of The Agency’s provided service or material or from unsought permissions to use said material.

The Agency is entitled to involve third parties for the delivery of the contracted work.

The Customer is the sole owner of any Personal Data on its systems and storage media and, as such, may have the purpose and content of its Data Collections; It therefore takes the necessary precautions in accordance with the relevant data protection laws.

The individual contract becomes effective upon signing by both parties.

The customer is entitled to waive the provision of consulting services in writing at any time, subject to a period of notice of one month. If a corresponding individual contract is terminated, the customer shall pay the costs of all consulting services already provided and the special precautions taken with regard to the performance of the contract. Payments already made will not be refunded by The Agency.

The invalidity or contestability of one or more provisions of these General Terms and Conditions shall not invalidate the validity of the General Terms and Conditions. In such a case, the parties shall endeavour to replace the invalid or contestable provision with another valid and enforceable provision which comes as close as possible to the legal and economic content of the repealed provision. The same applies to filling in gaps in the contract.

In the event of disagreement, the parties shall endeavour to try to reach an amicable settlement before bringing the matter before the court and to give at least the other party sufficient opportunity to submit a written statement and to remedy the alleged breach of contract.