Agent AGENCY Ltd.
General Terms and Conditions (GTC)
The following general terms and conditions (GTC) apply to all products and services offered by Agent AGENTUR GmbH as well as to the use of the websites, platforms and portals operated by Agent AGENTUR GmbH. With the use of our products and services as well as our Internet pages, platforms or portals, you accept the following conditions unchanged and in full.
1 Scope
1.1 Subject matter of the contract
The subject of these GTC is the legal relationship between Agent AGENTUR GmbH (hereinafter "Agent AGENTUR GmbH") and the customers (hereinafter referred to as "Customers") and partner organizations (hereinafter referred to as "Partners") using their platforms, websites and partner platforms, as well as customers and partners (hereinafter referred to as "Users"), 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
The agreement to these GTC is made by signing a written cooperation contract or a written offer / quotation, by explicit or implied acceptance of an order confirmation, by payment of 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
Integrating 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 the use of a product or service and published on the website of Agent AGENTUR GmbH. In case of ambiguities or contradictions between the individual contractual documents, the above order of precedence applies. Regarding data protection, the current version of the data protection declaration or privacy policy published on the Agent AGENTUR GmbH website applies.
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 services "Know-How and Consulting", among others. For the scope of services, the product descriptions valid at the time the service is used and published on the Agent AGENTUR GmbH website are authoritative in each case.
2.2 Development
Agent AGENTUR GmbH also offers the services "Development" to the customers. The product descriptions published on the Agent AGENTUR GmbH website and valid at the time the service is used are authoritative for the scope of services.
2.3 Marketing
Agent AGENTUR GmbH also offers the "Marketing" services to customers, among others. For the scope of services, the product descriptions valid at the time of the use of the service and published on the internet pages of Agent AGENTUR GmbH are authoritative in each case.
2.4 Design
Agent AGENTUR GmbH also offers the "Design" services to customers, among others. For the scope of services, the product descriptions valid at the time the service is used and published on the Agent AGENTUR GmbH website are authoritative in each case.
2.5 Photo and video
The Agent AGENTUR GmbH offers the customers among other things also the services "Photo and Video". For the scope of services, the product descriptions valid at the time of the use of the service and published on the website of Agent AGENTUR GmbH are authoritative.
2.4 Digitization
Agent AGENTUR GmbH also offers customers the "Digitization" services, among others. For the scope of services, the product descriptions valid at the time the service is used and published on the Agent AGENTUR GmbH website are authoritative in each case.
2.5 Advertising
Agent AGENTUR GmbH also offers the "Advertising" services to customers, among others. For the scope of services, the product descriptions valid at the time the service is used and published on the Agent AGENTUR GmbH website are authoritative in each case.
2.6 Communication
Agent AGENTUR GmbH also offers the "Communication" services to customers, among others. For the scope of services, the product descriptions valid at the time of the use of the service and published on the internet pages of Agent AGENTUR GmbH are authoritative in each case.
3 Use of the range of services
3.1 Internet sites and portals
Users have the possibility to use websites and portals by using the products or services of Agent AGENTUR GmbH. Users have the possibility to register on the platforms offered by Agent AGENTUR GmbH and to enter data. By entering their data, users agree that their respective profile will be made accessible on the platforms of Agent AGENTUR GmbH as well as 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 prior consent of Agent AGENTUR GmbH is excluded.
The user bears sole responsibility for the content of the products and services. He guarantees the accuracy and timeliness of the information contained therein.
The content of the products and services may not infringe in particular any intellectual property 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 personality-infringing nature.
Agent AGENTUR GmbH reserves the right to remove content from its services and platforms that does not fully comply with the requirements without prior warning and justification. Furthermore, Agent AGENTUR GmbH reserves the right to block the user or his access for further services of Agent AGENTUR GmbH.
3.3 Compliance with regulations
Users warrant that they will use the platforms of Agent AGENTUR GmbH and its partner platforms only in full compliance with all applicable legal requirements.
4 Contract duration and data retention
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 incurred (partner). The same applies to deletions or blockings initiated by Agent AGENTUR GmbH based on these GTC or other contractual components.
After the end 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, 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 are to be paid within 30 days of receipt of the invoice without deductions, unless other payment terms have been expressly agreed. In case of late payment, a default interest of 5% and, from the second reminder, an additional reminder fee covering the 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 his access for further services of Agent AGENTUR GmbH. If a staggered payment has been agreed and the user is in default 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 Internet pages 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 instructed to also consult the corresponding general terms and conditions of business and use or privacy policy of the respective third party.
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 as well as faultlessness of its services. The agency also gives no guarantee for the uninterruptedness of the service in case of maintenance work or updates. In particular, Agent AGENTUR GmbH is not liable for any interruptions in service and/or technical malfunctions and their effects. No liability is accepted for losses incurred as a result of such interruptions.
The information accessible on the platforms of Agent AGENTUR GmbH originates from the respective users and Agent AGENTUR GmbH does not guarantee 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. In the context of our cooperation, including all contractual relationships, our liability is excluded to the extent permitted by law. Liability claims against Agent AGENTUR GmbH, which refer to damages of a material or non-material nature, are generally excluded, unless there is evidence of intentional or grossly negligent fault on the part of Agent AGENTUR GmbH.
We shall not be liable for any damage resulting from a breach of the customer's obligation to create backups of its data. The customer must ensure that its data is backed up before any of our work begins, in particular before software is installed.
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 designs delivered within the framework of the cooperation. We also assume no liability for the loss or damage of data during transport to and from our agency.
However, any liability of Agent AGENTUR GmbH in case of unauthorized utilization by third parties is expressly excluded. Agent AGENTUR GmbH also does not guarantee 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 also apply to personal liability of the legal representatives and vicarious agents of the agency.
7.2 User liability
The user (customer and partner) is responsible for the legality, accuracy and completeness of the content provided or entered by him for publication on the platforms of Agent AGENTUR GmbH and its partner platforms. The user guarantees in particular 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 (especially usernames and passwords) and for all activities carried out via his access. In case of suspicion of unauthorized use of his account, the user is obliged to report this immediately to Agent AGENTUR GmbH.
The user is liable to Agent AGENTUR GmbH, regardless of fault, for all damages and costs caused as a result of violating these GTC or other parts of the contract and fully indemnifies Agent AGENTUR GmbH from all claims made by third parties against Agent AGENTUR GmbH as a result of his use of the platforms of Agent AGENTUR GmbH and its partner platforms. This also includes the obligation to bear the costs of an appropriate legal defense and prosecution.
The damage to be compensated also includes reasonable legal costs. Agent AGENTUR GmbH will inform the user immediately about a claim asserted by a third party. In the event of a claim by a third party, the user must immediately, truthfully and completely provide Agent AGENTUR GmbH with all information necessary for an appropriate legal defense.
8 Miscellaneous provisions
8.1 Place of performance
The place of performance for all services to be rendered by Agent AGENTUR GmbH is the business domicile of Agent AGENTUR GmbH.
8.2 Change of the contract conditions
Agent AGENTUR GmbH reserves the right to change these GTC at any time. Between the user and Agent AGENTUR GmbH, the current version of these GTC published on the website of Agent AGENTUR GmbH applies. Agent AGENTUR GmbH will inform the user in good time on its website or in another suitable way about changes to these GTC.
8.3 Change of the range of services
Agent AGENTUR GmbH reserves the right to change the range of services offered at any time without prior warning and justification, or to discontinue its range of services in whole or in part. Such a change or discontinuation of the service offer does not entitle the user to assert any claims against Agent AGENTUR GmbH. Agent AGENTUR GmbH will, however, endeavor to submit an equivalent offer to the user in the event of a significant change or discontinuation of the service offer.
8.4 Applicable law and place of jurisdiction
These GTC and the other parts of the contract, as well as any disputes arising from or in connection with the contractual relationship between Agent AGENTUR GmbH and the user, are governed exclusively by Swiss substantive 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 take legal action against the user at his domicile.
8.5 Dispute resolution procedure
Before taking any legal action, the parties shall make a good faith effort to resolve any disputes, controversies or claims arising out of or relating to these TOS, including their interpretation, validity, breach or termination, through negotiation. If the parties fail to reach an agreement within 30 days of the commencement of such negotiations, either party may initiate mediation proceedings before 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 performance of the Contract are protected by copyright.
9.2 Unless otherwise agreed in writing, Agent AGENTUR GmbH retains ownership and copyrights to the work results. After full payment of the corresponding service, the customer receives a non-exclusive, temporally and spatially unrestricted 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 duplicate, distribute, process or grant third parties rights of use to the work results without the prior written consent of Agent AGENTUR GmbH. In case 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 will invoice its services on a monthly basis. Payment is due within 30 days of the invoice date without deduction.
10.2 Default of payment: In case of default of payment, Agent AGENTUR GmbH reserves the right to charge interest in the amount of 5% p.a. above the base interest 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 payment is made in full.
10.3 Claims for defects: Objections to the amount of the invoiced services may 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 can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
Zurich, August 2021
