The following General Terms and Conditions (GTC) apply to all products and services offered by Agent AGENTUR GmbH and to the use of the websites, platforms and portals operated by Agent AGENTUR GmbH. By using our products and services as well as our websites, platforms and portals, you accept the following terms and conditions in full and without modification.

1 Area of application

1.1 Subject matter of the contract

The subject of these GTC is the legal relationship between Agent AGENTUR GmbH (hereinafter referred to as "Agent AGENTUR GmbH") and the customers (hereinafter referred to as "Customers") and partner organizations (hereinafter referred to as "Partners") as well as Customers and Partners (hereinafter referred to as "Users") using its platforms, websites and partner platforms, regarding all products and services offered by Agent AGENTUR GmbH. These GTC apply to any use of the platforms, products and services offered by Agent AGENTUR GmbH.

1.2 Conclusion of contract

Consent to these GTC is given by signing a written cooperation agreement or a written offer / quotation, by express or implied acceptance of an order confirmation, by paying an invoice or by using the products and services offered by Agent AGENTUR GmbH. When using the Internet pages of Agent AGENTUR GmbH, the user may be asked to repeat his agreement to these GTC by "activating" a corresponding input field.

1.3 Components of the contract

Integral parts of the contract are (if available in the specific case) (a) the written cooperation agreement concluded between Agent AGENTUR GmbH and the user, (b) the user-specific written offer, (c) the written order confirmation, (d) these GTC, and (e) the product description valid at the time of use of a product or service and published on the Agent AGENTUR GmbH website. In the event of ambiguities or contradictions between the individual contractual documents, the above order of precedence shall apply. With regard to data protection, the current version of the data protection declaration or privacy policy published on the Agent AGENTUR GmbH website shall apply.

2 Range of services

To use the products or services offered by Agent AGENTUR GmbH, the customer selects from the range of services available at the time of use. The current range of services is described on the Agent AGENTUR GmbH website.

2.1 Know-how / Consulting

Agent AGENTUR GmbH also offers customers the "know-how and consulting" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.2 Development

Agent AGENTUR GmbH also offers customers the services "Development and Development", among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.3 Marketing

Agent AGENTUR GmbH also offers customers "Marketing" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.4 Design

Agent AGENTUR GmbH also offers customers the "Design" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.5 Photo and video

Agent AGENTUR GmbH also offers customers the services "Photo and Video", among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.4 Digitization

Agent AGENTUR GmbH also offers customers "digitization" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.5 Advertising

Agent AGENTUR GmbH also offers customers "advertising" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

2.6 Communication

Agent AGENTUR GmbH also offers customers the "Communication" services, among others. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are decisive for the scope of services.

3 Use of the range of services

3.1 Websites and portals

Users have the opportunity to use websites and portals by using the products and services of Agent AGENTUR GmbH. Users have the option of registering on the platforms offered by Agent AGENTUR GmbH and entering data. By entering their data, users agree to their profile being made accessible on the Agent AGENTUR GmbH platforms and on the partner platforms.

3.2 Permitted use

Any passing on or transfer of products and services of Agent AGENTUR GmbH to third parties without the prior consent of Agent AGENTUR GmbH is excluded.

The user bears sole responsibility for the content of the products and services. The user guarantees that the information contained therein is correct and up-to-date.

In particular, the content of the products and services may not infringe the intellectual property rights of third parties, personal rights or other rights of third parties. The user undertakes not to publish any illegal content via the services and platforms of Agent AGENTUR GmbH, in particular content of a racist, pornographic or offensive nature.

Agent AGENTUR GmbH reserves the right to remove content that does not fully comply with the requirements from its services and platforms without prior warning and without giving reasons. In addition, Agent AGENTUR GmbH reserves the right to block the user or their access to other Agent AGENTUR GmbH services.

3.3 Compliance with regulations

Users agree to use the Agent AGENTUR GmbH platforms and its partner platforms only in full compliance with all applicable legal requirements.

4 Duration of contract and retention of data

Premature termination of a contract concluded for a fixed term or for a minimum term is excluded. In particular, even in the event of premature deletion of services, platforms or data, the full remuneration is owed and the user has no claim to reimbursement of remuneration already paid (customer) or expenses already incurred (partner). The same applies to deletions or blocking initiated by Agent AGENTUR GmbH on the basis of these GTC or other parts of the contract.

Agent AGENTUR GmbH is not obliged to store the data and documents sent to it or to return them to the user after the end of the contract, unless storage or return has been expressly agreed.

5 Terms of payment

The customer's payment obligation begins with the conclusion of the contract. Invoices from Agent AGENTUR GmbH must be paid within 30 days of receipt of the invoice without deductions, unless other terms of payment have been expressly agreed. In the event of late payment, default interest of 5% and, from the second reminder, an additional reminder fee to cover costs will be charged. If the customer is in arrears with the payment of invoices, Agent AGENTUR GmbH is also entitled to suspend its services without prior notice and to block the customer or the customer's access to further services of Agent AGENTUR GmbH. If staggered payment has been agreed and the user is in arrears with the payment of one installment, this also triggers the due date of all outstanding installments.

6 Third party offers

Agent AGENTUR GmbH also publishes third-party offers and/or links to third-party offers or websites on its platforms. Agent AGENTUR GmbH is not responsible for these third-party offers or for the content of third-party websites and excludes any liability in connection with such offers or third-party websites. The user is also instructed to consult the corresponding general terms and conditions and terms of use or privacy policy of the respective third parties.

7 Liability

7.1 Liability of Agent AGENTUR GmbH

Agent AGENTUR GmbH provides its services carefully and professionally. However, Agent AGENTUR GmbH cannot guarantee the uninterrupted availability and accuracy of its services. The agency also gives no guarantee for the uninterrupted nature of the service in the event of maintenance work or updates. In particular, Agent AGENTUR GmbH is not liable for any operational interruptions and/or technical faults and their effects. No liability is accepted for losses caused by such interruptions.

The information accessible on the Agent AGENTUR GmbH platforms originates from the respective users and Agent AGENTUR GmbH accepts no liability for the accuracy or completeness of this data. Agent AGENTUR GmbH makes every effort to prevent unauthorized use of the data published on its platforms by third parties. Within the scope of our cooperation, including all contractual relationships, our liability is excluded to the extent permitted by law. Liability claims against Agent AGENTUR GmbH relating to damages of a material or non-material nature are fundamentally excluded, unless there is evidence of willful intent or gross negligence on the part of Agent AGENTUR GmbH.

We are not liable for damages resulting from a breach of the customer's obligation to create backups of his data. The customer must ensure that his data is backed up before any work is started by us, in particular before the installation of software.

We are also not liable for the patent, copyright and trademark protection or registrability of the analyses, ideas, consultations, suggestions, proposals, distribution, campaigns, concepts and drafts provided as part of the collaboration. We also accept no liability for the loss of or damage to data during transportation to and from our agency.

However, any liability of Agent AGENTUR GmbH in the event of unauthorized use by third parties is expressly excluded. Agent AGENTUR GmbH also assumes no guarantee for the success of a product or service. In any case, any liability of Agent AGENTUR GmbH is limited to unlawful intent or gross negligence. Liability for indirect or consequential damages is excluded.

The limitations of liability shall also apply to the personal liability of the Agency's legal representatives and vicarious agents.

7.2 Liability of the user

The user (customer and partner) is responsible for the legality, accuracy and completeness of the content provided or entered by him/her for publication on the Agent AGENTUR GmbH platforms and its partner platforms. In particular, the user guarantees that the content provided does not violate applicable laws or the rights of third parties (in particular copyright, data protection and personal rights).

He is responsible for the careful and confidential storage of his user data (in particular usernames and passwords) and for all activities carried out via his access. If unauthorized use of his account is suspected, the user is obliged to report this to Agent AGENTUR GmbH immediately.

The user is liable to Agent AGENTUR GmbH, regardless of fault, for all damages and costs caused as a result of a breach of these GTC or other parts of the contract and indemnifies Agent AGENTUR GmbH in full against all claims asserted by third parties against Agent AGENTUR GmbH as a result of its use of the Agent AGENTUR GmbH platforms and its partner platforms. This also includes the obligation to assume the costs of reasonable legal defense and prosecution.

The damages to be compensated also include reasonable legal costs. Agent AGENTUR GmbH will inform the user immediately of any claim asserted by a third party. In the event of a claim by a third party, the user must provide Agent AGENTUR GmbH immediately, truthfully and completely with all information necessary for an appropriate legal defense.

8 Miscellaneous provisions

8.1 Place of fulfillment

The place of performance for all services to be rendered by Agent AGENTUR GmbH is the business domicile of Agent AGENTUR GmbH.

8.2 Changes to the terms of the contract

Agent AGENTUR GmbH reserves the right to amend these GTC at any time. The current version of these GTC published on the Agent AGENTUR GmbH website shall apply between the user and Agent AGENTUR GmbH. Agent AGENTUR GmbH will inform users of changes to these GTC in good time on its website or by other suitable means.

8.3 Changes to the range of services

Agent AGENTUR GmbH reserves the right to change its range of services at any time without prior warning and without giving reasons, or to discontinue its range of services in whole or in part. Such a change or discontinuation of the range of services does not entitle the user to assert any claims against Agent AGENTUR GmbH. However, Agent AGENTUR GmbH will endeavor to provide the user with an equivalent offer in the event of a significant change or discontinuation of the range of services.

8.4 Applicable law and place of jurisdiction

These GTC and the other contractual components as well as any disputes arising from or in connection with the contractual relationship between Agent AGENTUR GmbH and the User shall be governed exclusively by substantive Swiss law. The exclusive place of jurisdiction is the ordinary courts at the registered office of Agent AGENTUR GmbH, whereby Agent AGENTUR GmbH is also entitled to sue the User at the User's domicile.

8.5 Dispute resolution procedure

Before taking legal action, the parties shall endeavor in good faith to resolve through negotiation any dispute, controversy or claim arising out of or relating to these Terms, including the interpretation, validity, breach or termination thereof. If the parties fail to reach an agreement within 30 days of the commencement of such negotiations, either party may initiate mediation proceedings before any legal action may be taken.

9 Intellectual property

9.1 All content, designs, codes, documents and other materials (together the "work results") created or provided by Agent AGENTUR GmbH as part of the fulfillment of the contract are protected by copyright.

9.2 Unless otherwise agreed in writing, Agent AGENTUR GmbH retains the ownership and copyrights to the work results. After full payment of the corresponding service, the customer receives a non-exclusive, temporally and spatially unlimited right of use to the work results, insofar as this is necessary for the use of the respective service.

9.3 The customer may not reproduce, distribute, edit or grant third parties rights of use to the work results without the prior written consent of Agent AGENTUR GmbH. In the event of infringement, Agent AGENTUR GmbH reserves the right to assert claims for damages.

10. terms of payment

10.1 Invoicing and due date: Unless otherwise agreed, Agent AGENTUR GmbH shall invoice its services on a monthly basis. Payment is due within 30 days of the invoice date without deduction.

10.2 Late payment: In the event of late payment, Agent AGENTUR GmbH reserves the right to charge interest at a rate of 5% p.a. above the prime rate as well as the reimbursement of all costs necessary to collect the outstanding amounts. Agent AGENTUR GmbH also reserves the right to suspend its services until full payment has been made.

10.3 Claims for defects: Objections to the amount of the invoiced services can only be raised within a period of 4 weeks after receipt of the invoice. After expiry of this period, the invoice shall be deemed to have been approved by the customer.

10.4 Offsetting and right of retention: The customer is only entitled to offset if his counterclaims have been legally established or recognized by Agent AGENTUR GmbH. He may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

Zurich, August 2021