Our general terms and conditions.

1. scope of application

These General Terms and Conditions (GTC) apply in their current version for an indefinite period to all orders placed with digital organizing GmbH (hereinafter referred to as digital/organizing).

Any terms and conditions of the customer that conflict with these GTC shall only be valid if digital/organizing expressly agrees to them in writing.

The provisions set out in the GTC apply to all offers and services provided by digital/organizing and form an integral part of accepted offers and contracts. Deviating written agreements within special agreements take precedence over these GTC.

The current and binding version of the GTC is published at www.digitalorganizing.ch/agb. By using the services of digital/organizing, the customer agrees to the terms and conditions.

2. offers from digital/organizing

Digital/organizing is an agency in the field of communication, marketing and campaign management - offline and online.

Dates and deadlines offered in the offer prepared by digital/organizing and in this context are non-binding until the contract is concluded. In the event of a commitment by the client, the dates and deadlines shall be checked again for feasibility and either finally designated as part of the contract or redefined in dialogue with the client.

3. commissioning and cooperation

An order shall be deemed to have been placed when the client accepts an offer in writing or by email. If the client places the order verbally, digital/organizing shall confirm the verbal acceptance of the project in writing. The project order shall be deemed approved after 3 working days, unless the client objects to the order confirmation in writing within this period. In the case of short-term projects with an immediate start date, digital/organizing requires written confirmation from the customer in order to commence work.

From an order volume of more than CHF 20,000, a legally valid signature of the client is required in addition to the written form.

The client shall support digital/organizing in the provision of its services primarily by providing timely and clear instructions, providing the necessary information in the agreed format, ensuring permanent access authorization to all components of the client's IT system required to fulfill the contractual obligations, and providing a sufficient number of suitable employees to fulfill the client's contractual obligations to cooperate.

4. services of digital/organizing

4.1 Order execution

digital/organizing guarantees that the work assigned as part of the order confirmation will be carried out with due care and the necessary expertise. The dispatch of products and services by digital/organizing from Zurich is at the expense and risk of the customer.

4.2 Warranty

The rapidly advancing technical development in the Internet sector requires regular adaptation of the realized projects. Digital/organizing can therefore not guarantee that their functionality will be maintained in the event of changes to the system environment or when used in combination with any data, information systems and programs. Any system maintenance is not part of this agreement.

Furthermore, digital/organizing cannot be held accountable if third-party providers (e.g. Facebook Inc. or Google Inc.) prevent or delay advertising services by digital/organizing.

5 Terms of payment and prices

The hourly rates communicated by digital/organizing apply to services provided by digital/organizing. Discounts granted apply exclusively on a project-related basis. The prices quoted are always in Swiss francs including VAT.

Unless otherwise agreed, an hourly rate of CHF 190 (excl. VAT) applies for commercial clients and an hourly rate of CHF 170 (excl. VAT) for non-commercial clients.

If the client requests additional services outside the originally agreed project scope and project budget, these shall be invoiced to the client in addition to the originally agreed compensation, whereby the same rates shall apply as in the original offer

From a certain project size, digital/organizing can invoice 50% of the budgeted costs at the start of the project. The remaining services can be invoiced by digital/organizing either after completion of the project or in monthly instalments. The payment period is 30 days in each case. No discount will be granted.

Costs for image rights, photo shoots, consumables, translation costs, author corrections, travel, freight and other expenses not included in the offer will be invoiced separately and in addition to the service offered.

If the customer fails to meet the payment deadline, digital/organizing shall be entitled to charge default interest of five percent from the due date without issuing a reminder. From a second reminder, an additional CHF 30 will be charged per reminder.

In the event of non-compliance with the agreed payment terms by the client, digital/organizing shall be entitled to cease all work for this client. The client shall be informed of this in advance. digital/organizing accepts no liability for damages of any kind resulting from the customer's failure to comply with the terms of payment or any other breach of contractual obligations.

If an order placed is subsequently reduced or the contractual partner withdraws from the contract, digital/organizing may claim compensation for the services offered.

6. copyrights and rights of use

6.1 General work results and materials (images, logos, fonts; analog or digital)

Unless otherwise agreed in writing and subject to appropriate remuneration, the rights to all work results produced by digital/organizing shall remain with digital/organizing.

The publication and further processing of work results created by digital/organizing is only permitted with the consent of digital/organizing and in compliance with the agreed obligations by the client.

All data and materials necessary for the fulfilment of the order, such as images, logos and fonts, texts including translations, briefings and technical requirements, shall be provided to digital/organizing by the client in advance and on time in the required form, and the client shall grant digital/organizing the right to use them free of charge in order to enable the provision of the agreed services. If, for reasons for which the customer or a third party is responsible, the materials are not provided to digital/organizing on time and in the agreed form, digital/organizing may extend any processing period agreed up to this point and charge additional coordination costs of up to 10% of the order volume. Any resulting damages in the form of non-compliance with project deadlines are the full responsibility of the client and digital/organizing accepts no responsibility for this.

The customer warrants that it holds all rights to the content provided. In the event of an unauthorized transfer of any rights of use from the customer to digital/organizing, digital/organizing excludes all liability. The customer is also obliged to indemnify and hold digital/organizing harmless for all resulting claims, including legal costs.

For any other intellectual property or other conflicts or claims arising in connection with work results created on behalf of the Client, any liability and responsibility shall lie with the Client. In particular, it is the Client's responsibility to arrange for any desired legal clarifications or safeguards. digital/organizing shall in any case be released by the Client from any liability and all third-party claims, including legal costs.

The rights for any work results and conceptual content created by digital/organizing from conception and consulting phases, e.g. in connection with pitches, which are not compensated in line with the market or according to agreement, are held in full by digital/organizing. The same applies to all work results that are presented by digital/organizing but not taken into account and used by the client.

The client acquires the non-exclusive right to use the work developed by digital/organizing upon full payment of the agreed total remuneration, unless otherwise agreed in individual cases. Until then, all rights remain exclusively with digital/organizing.

The copyrights of the works developed by digital/organizing remain with digital/organizing. Thus, digital/organizing is free to reuse them in other projects. This applies in particular to software components and universal graphic elements such as icons and photos. Products developed specifically for the client, such as logos, drawings, etc., are explicitly excluded from this.

If work results are used by the customer to a greater extent than originally intended, digital/organizing shall be entitled to subsequently demand the difference between the higher remuneration owed for the actual use and the remuneration originally received.

Any suggestions and instructions from employees of the client shall have no influence on the amount of remuneration and shall not constitute a joint copyright.

6.2 Software

Subject to an express written agreement to the contrary, the customer has no claim to the release of the source code of the applications developed by digital/organizing. Digital/organizing shall ensure that the necessary authorizations to use the software supplied by it are in place. Digital/organizing shall indemnify the customer against claims for infringement of industrial property rights and copyrights arising from such software, provided that the customer notifies it immediately of any alleged infringements of which it becomes aware. The client shall procure the licenses required for the operation of the project result.

6.3 Compatibilities

Quotations are valid for use with the current, widely used web browsers. The customer is responsible for determining the technical requirements or defining them together with digital/organizing as part of the quotation process.

If compatibility with specific third-party software is not expressly offered, digital/organizing expressly rejects the guarantee of smooth cooperation with third-party software. The customer must inform digital/organizing in advance of any necessary compatibility and software links. Any resulting adaptation work will be invoiced additionally.

6.4 Hosting

Hosting is always arranged separately and is not automatically integrated into the project offers.

7. maintenance and support

If maintenance and support services are contractually agreed, special conditions for deadlines apply. Maintenance and support work is generally planned more flexibly than project work by digital/organizing on the basis of current resource utilization. The maximum waiting period for processing is two months. Depending on requirements and urgency, faster response times can be agreed. They must be made in writing to be valid.

8. warranty

Digital/organizing undertakes to carry out all tasks assigned to it carefully and to the best of its knowledge and belief and in the interests of the client. Goods and services shall be delivered in good quality and to current standards.

Excluded from the warranty in any case are defects and malfunctions for which digital/organizing is not responsible. This includes force majeure, improper handling, interventions by the customer or third parties, failure to maintain software by the customer or third parties, excessive use, unsuitable equipment and intended use and unforeseeable technological changes. Additional adaptations due to unforeseeable changes by third parties can be offered separately.

9. acceptance of services and work results

Services and work results performed and completed by digital/organizing and known to the client must be checked by the client. Without written objection by the Client within 5 working days, these shall be deemed accepted, even if the Client has failed to check them. Acceptance cannot be revoked by the client.

10. third-party services

10.1 General

Digital/organizing may provide the services necessary for the implementation of projects independently or, at its own discretion, by engaging third parties. Digital/organizing shall be entitled to conclude contracts with third parties in the name and for the account of the customer that are necessary for the execution of the order. Costs that are not listed in the offer require the approval of the client. Digital/organizing shall select the third parties carefully. Should third parties default on the delivery of goods and/or services, digital/organizing cannot be held liable for this. Digital/organizing shall defend the interests of the customer vis-à-vis third parties.

10.2 Switching costs and other services

Third-party services that digital/organizing pays for, processes and organizes for the customer shall be charged to the customer plus a margin on the price charged by the third party. This includes, in particular, switching costs, printing costs or other third-party services, which, unless explicitly agreed otherwise in the contract, shall be invoiced with a commission of plus 15%.

11. liability

Digital/organizing is liable, regardless of the legal grounds, only in cases of intent and gross negligence.

Digital/organizing disclaims all responsibility and liability for data security (in particular, but not limited to, transmission, confidentiality, integrity and availability) in connection with the transmission or other use of the data.

Furthermore, digital/organizing is not liable for any damages or consequential damages resulting from the use of the products and services purchased by the customer. In particular, digital/organizing is not liable for any specific effect of the products or loss of profit.

Unless expressly and clearly stated otherwise in the offer, the measures and activities offered by digital/organizing are deemed to be recommended products that are completed with their creation. Digital/organizing in no way guarantees the achievement of any performance targets and makes no statements or promises regarding measurable targets as part of the contract.

The customer shall indemnify digital/organizing, its representatives, directors, employees and agents against all claims made in connection with the purchase and use of products and services of digital/organizing. The customer shall compensate digital/organizing for any expenses, damages and lost profits incurred in this connection, including any legal costs.

If a service cannot be provided by digital/organizing or cannot be provided on time due to late delivery of information and/or materials by the customer or due to the customer's unavailability, the customer shall bear the resulting damage or loss of profit. Any additional expenses incurred by digital/organizing as a result shall be charged to the customer in addition to the agreed costs.

12. data protection

The parties shall comply with the applicable regulations on the protection of personal data. Digital/organizing will treat the customer's data with the utmost care and protect it from misuse and loss. To this end, digital/organizing shall take technical and organizational measures that comply with the applicable requirements of the Swiss Data Protection Act (DSG).

All customer data stored and processed by digital/organizing is the exclusive property of the customer and will be used by digital/organizing solely for the purpose of fulfilling the contract.

The customer permits digital/organizing, to the extent permitted by law, to anonymously evaluate the data stored by digital/organizing for the customer, for example for statistical purposes, and to use the evaluations by digital/organizing.

13. exclusivity and confidentiality

Unless otherwise agreed in writing, digital/organizing is entitled to work for several clients from the same industry at any time. Digital/organizing is obliged to maintain confidentiality at all times, in particular with regard to the client's business secrets and the jointly developed, business-relevant information of the client.

Digital/organizing may communicate about the collaboration as such without any agreement to the contrary. Digital/organizing reserves the right to place a reference to the company presence of digital/organizing in all types of media, for example with the digital/organizing logo.

14. formal requirements

Amendments or additions to contracts between digital/organizing and the client must be made in writing in order to be valid. This shall also apply to any waiver of the written form requirement. E-mails are equivalent to the written form. With regard to projects exceeding a volume of CHF 20,000, the agreements require the signatures of both contracting parties.

15 Further provisions

Digital/organizing has the right to amend the GTC at any time. It is the responsibility of digital/organizing to inform current project clients of upcoming changes. Without written objection by the client within 3 working days of notification, but at the latest for a follow-up order, the changes shall be deemed approved and the new provisions shall apply in full.

16. interpretation of the general terms and conditions in the event of contradictions and loopholes

If the General Terms and Conditions contain contradictions or loopholes, the purpose, meaning and spirit as well as the principle of good faith and the mutual interests of the parties shall be used to determine which provision appears to be appropriate. In the event of amendments to the General Terms and Conditions, the later provision shall take precedence over the earlier one in the event of contradictions. Should one of the provisions be or become invalid, this shall not affect the validity of the remaining provisions.

The customer is not entitled to assign its rights and obligations under these terms and conditions to third parties.

17 Applicable law and place of jurisdiction

These terms and conditions and special agreements are subject to Swiss law, excluding the conflict of laws rules of private international law. The exclusive place of jurisdiction is Winterthur.

digital organizing GmbH - General Terms and Conditions - July 2024