Altstätten, January 1, 2022
1. AGREEMENT AND SERVICES.
A. Agreement. BUREAU54 GMBH ("BUREAU54") undertakes to provide the services ("Services") in accordance with the offer (also applies to offers with other designations, such as "Offer") for the customer named in the offer. This document describes the General Terms and Conditions ("GTC") for the Services and, together with the Offer, forms the agreement ("Agreement"). The GTC also apply to all previously or subsequently agreed services that BUREAU54 provides to the customer, unless a different version of the GTC has been or will be agreed for those services. The agreement comes into force with the tacit or explicit approval of the offer by the customer. If the offer has not been approved after 30 days, BUREAU54 is no longer bound by it.
B. Multiple service providers. In principle, the client is free to commission other service providers in addition to BUREAU54 to provide the same or similar services. Where the parallel activity of several service providers may have a negative impact on the result (e.g. in the case of complex website projects), the client shall accept any negative consequences that may arise from this, such as additional costs and reduced effectiveness of the services.
C. Subcontractors. BUREAU54 may use subcontractors for the provision of its services while maintaining confidentiality. To avoid misunderstandings: Although BUREAU54 may work with third-party providers such as photographers, copywriters, etc. or digital providers such as Meta, Google, etc. as part of its services ("supporting third-party providers"), these are not subcontractors of BUREAU54. In this area, BUREAU54 merely supports its customers in the operation of the tools offered by supported third-party providers.
D. Warranty. BUREAU54 provides its services conscientiously and in accordance with industry standards. All further warranties are expressly excluded. In particular, BUREAU54 cannot guarantee that measures taken with supporting third-party providers will have the desired effects.
2. OBLIGATIONS OF THE CUSTOMER.
A. Remuneration. The client undertakes to pay BUREAU54 for its services the remuneration agreed in the offer ("invoice" or "remuneration"). If further services are requested than originally offered, these shall be invoiced additionally (unless higher compensation is agreed in individual cases). In the event of a deviation of more than 10% from the offer, BUREAU54 shall consult with the client before issuing the invoice.
B. Third-party costs. The customer undertakes to pay all costs incurred for third-party services ("third-party costs") immediately. BUREAU54 hereby indemnifies itself for any damage that it may incur due to non-payment of Third Party Costs. BUREAU54 reserves the right to forward invoices for third-party costs directly to the customer for payment.
C. Invoicing, payment, taxes. Upon order confirmation, BUREAU54 will issue a first invoice on account of 1/2 of the total amount at the start of the project. Third party costs will be forwarded to the client for direct payment as soon as they have been checked by BUREAU54. Invoices are payable within 15 days of the invoice date. If payment is not made, BUREAU54 will send the customer a payment reminder with a payment deadline of 10 days and is entitled to discontinue its services without further notice and assumes no liability for any damages incurred by the customer as a result. All prices quoted are in CHF plus VAT, unless otherwise stated.
D. Further customer obligations. The customer undertakes to provide the necessary cooperation, such as providing images or texts or confirming formulation or design proposals, without delay. If the customer does not fulfill his obligations in accordance with this clause, BUREAU54 may suspend its services until the action has been taken and the customer shall bear the additional costs arising from the delay. If the action consists of an agreement, this shall be accepted if no objection is received by BUREAU54 after a written deadline (e-mail is sufficient) of 5 days.
3. TERM AND TERMINATION.
A. Term. The term of the agreement shall commence upon its entry into force and shall continue until the completion of the services listed in the offer or - in the case of recurring services - until the end of the specified service period, unless the agreement is terminated in the case of recurring services as provided for in Section 3B, the term shall be extended by a further service period of the same length in relation to this service.
B. Termination. An order for the creation of a specific product can no longer be terminated once it has been commissioned. In the case of recurring services, either party may terminate the agreement at any time at the end of a month (by e-mail or letter). The customer must pay all fees and third-party costs accrued up to the termination date. There is no entitlement to reimbursement of payments already made.
4. CONFIDENTIALITY AND DATA PROTECTION.
A. Confidential Information. Each party shall treat as confidential all non-public information provided by the other party that is identified as confidential or reasonably believed to be confidential at the time of disclosure ("Confidential Information"), and (I) shall protect the other party's Confidential Information from unauthorized disclosure with at least the same degree of care with which it protects its own Confidential Information, but with no less than reasonable care, (II) shall not disclose the other party's Confidential Information without the other party's prior written consent, except as required by law; provided always, however, that Client's Confidential Information may be disclosed as necessary for the performance of the Services, and (III) shall use the other party's Confidential Information solely in connection with the Services provided under this Agreement.
B. Data Protection and Unfair Competition Act. Each party undertakes to comply with the applicable data protection laws and to take appropriate technical and organizational measures to ensure that any personal data exchanged is adequately protected. If BUREAU54 processes personal data, images, etc. on behalf of the client, it will only process and use them in the same way as the client himself would be allowed to do. The customer shall only instruct BUREAU54 to process data in accordance with the applicable laws, in particular the Data Protection Act and the Federal Act on Unfair Competition, and for which he has taken all necessary actions, such as obtaining the consent of end customers. If he violates his obligations under this clause, he shall fully indemnify BUREAU54 for all damages (including costs for legal representation) incurred as a result.
C. Obligations upon termination. The obligations of the parties according to clause 4 shall remain in force for 5 years after the end of the agreement. BUREAU54 undertakes to guarantee a data backup of the executed project for 5 years after receipt of the issued invoice amount.
5. INTELLECTUAL PROPERTY RIGHTS.
A. BUREAU54 intellectual property rights. BUREAU54 retains in full all intellectual property rights to which it is entitled, in particular all copyrights as well as the rights to the products, its know-how and any documents made available to the customer, such as training or advertising documents.
B. Customer intellectual property rights. Insofar as BUREAU54 has developed content specifically for a customer as part of its service provision, it shall transfer the associated intellectual property rights to the customer on condition that all invoices submitted are paid in full.
C. Intellectual property rights of third parties. The client guarantees and assures that he will only provide BUREAU54 with content for further processing whose intellectual property rights are either exclusively his property or which he is authorized to pass on for processing in accordance with this agreement. In the event of a breach of this obligation, he shall fully indemnify BUREAU54 for all damages (including costs for legal representation) incurred by BUREAU54 as a result.
6. LIABILITY.
BUREAU54 is liable for direct damage resulting from intentional or grossly negligent breach of its obligations under this agreement. In all other cases, its liability is excluded, in particular for consequential damages or indirect damages, such as loss of profit or futile expenses. In particular, BUREAU54 is not liable for damages that occur because the customer does not follow the recommendations of BUREAU54 and damages caused by third parties, especially supporting third party providers.
7. FINAL PROVISIONS.
A. Entire Agreement, Written Form. This Agreement supersedes all prior contemporaneous agreements between the parties on this subject matter. Except as provided in Section 7B, it may only be amended, modified or supplemented in writing and duly signed by both parties.
B. Amendment of the GTC. BUREAU54 reserves the right to amend its GTC at any time. The new version will be sent to the customer (by e-mail or letter) and will be binding for the customer within 30 days, unless he rejects it in writing within this period, in which case the previous version will remain in force for him.
C. Severability Clause. If any provision of the Agreement is declared invalid, unenforceable or void, this shall not affect the validity of the remaining provisions of the Agreement. The parties agree that the respective provision shall be replaced by a valid, legally effective and enforceable provision that comes as close as possible to the purpose of the original provision as intended and economically sought by the parties.
D. Applicable law, place of jurisdiction. This agreement is subject to substantive Swiss law. The exclusive place of jurisdiction is Altstätten (Switzerland).
