General terms and conditions

GENERAL TERMS AND CONDITIONS

Epu Design GmbH

Epu Design GmbH – Owner Epu Shaha

Seftigenstrasse 310

3084 Wabern bei Bern

– hereinafter referred to as “Epu Design” –

The following General Terms and Conditions (hereinafter referred to as “GTC”) are intended to provide the basis for a trusting and effective working relationship between Epu Design GmbH, Seftigenstrasse 310, 3084 Wabern bei Bern, Switzerland (hereinafter referred to as “Epu Design”) and its customers (hereinafter referred to as the “Client”). The business area of the Agency is aimed at companies and includes agency services, in particular consulting, development in the area of marketing (online, content, inbound, outbound and social media), strategic consulting, conception, creation, development and implementation, cross-channel full-service solutions, development services, performance marketing, cross-channel, retargeting and remarketing and monitoring.

Status: February 2022

SHORTCUTS TO OUR SERVICES

➤ Branding & Logo Design
➤ Social Media
➤ Webdesign & Webhosting
➤ SEO marketing
➤ Content marketing
➤ Print
➤ Photo and video production
➤ Newsletter
➤ Illustration
➤ Copywriting

General – Scope, Definitions and Basis of the Agreement

Allgemeines
Definitionen
Angebote und Ablehnungsbefugnisse
Vertragsschluss
Nachträgliche Änderungen und Change Request
Ort und Zeit der Tätigkeit
Fristen und Termine

Development, agency, maintenance and consultancy services

Auftragsbeschreibung
Zusammenarbeit und Mitwirkungspflichten
Ausschluss rechtlicher Prüfung, Beratung und Mitwirkungspflichten
Gestellung von Inhalten
Sicherstellung und Einräumung von Nutzungsrechten gegenüber Epu Design
Einräumung von Nutzungsrechten gegenüber dem Auftraggeber
Webseitenerstellung mit Lasten- und Pflichtenheft
Content-Marketing
Webhosting und Domainregistrierung
Print
SEO-Marketing und SEA-Kampagnen
Social Media Marketing
Video und Fotografie
Recht an Onlinepräsenzen und Daten
Herausgabe von Vorlagen, Entwürfen und Quellcode
Angebote, Präsentationen und Pitches
Abnahme
Mängelgewährleistung

Warranty and liability

Claims in the event of material defects
Use of third-party services
Conduct of third parties
Liability and compensation

Remuneration

Remuneration
Adjustment of prices

Term of contract and termination

Term of contract
Ordinary termination
Extraordinary termination

Data protection, confidentiality, amendments to the GTC and final provisions

Data protection
Confidentiality
Non-solicitation
Amendment of the GTC
Final provisions

GENERAL – SCOPE, DEFINITIONS AND BASIS OF THE TREATY

General
1. 1. 1. These General Terms and Conditions (hereinafter referred to as “GTC”) shall form an integral part of the contracts concluded between Epu Design and the Client, together with follow-up orders of the same type, which are provided within the framework of a continuing and intended business relationship, even if the GTC are not expressly agreed with regard to a specific service.
2. 1. 2. The version of the GTC valid at the time of the conclusion of the contract shall apply.
3. 1. 3. Individual agreements of the contracting parties that deviate from these GTCs shall take precedence over these GTCs, provided they have been agreed in writing. This also applies to the cancellation of the written form.
1. 1. 4. Service descriptions, price lists, tariffs, technical specifications, legal and other special notices, in each case if provided, are part of the contract and take precedence over these GTCs.
1. 1. 5. Special provisions within the extent of these GTC shall have priority if they contradict the general provisions of these GTC.
1. 1. 6. Deviating terms and conditions of the Client shall only apply if Epu Design has expressly agreed to them in writing. Failure to reject conflicting and communicated general terms and conditions of the Client shall not constitute consent.
1. 1. 7. Epu Design shall be entitled to agree the validity of additional terms and conditions for additional and separate services. The additional conditions shall be made clearly recognizable to the Client. If the additional terms and conditions contradict these GTC, the additional terms and conditions shall take precedence.
1. 1. 8. Epu Design offers the Client, among other things, services in the area of photo and video production, website creation or development (including maintenance and servicing), logo design and corporate design as well as marketing. The specific extent of services shall be the subject of individual agreements between Epu Design and its Clients.
1. 1. 9. Epu Design shall be entitled to subcontract the necessary services in its own name and for its own account, which may in turn also use subcontractors. Epu Design shall remain the sole contractual partner of the Client. Subcontractors shall not be used if it is evident to Epu Design that their use is contrary to the justified interests of the Client.
1. 1. 10. The contracting parties undertake to appoint a contact person in each case who shall accompany the respective order and who shall be authorized to issue legally binding declarations of intent.
1. 1. 11. Epu Design shall not recognize GTCs that deviate from these Terms and Conditions and that are used by the Client – subject to express consent.

Definitions
1. 1. 1. 1. Continuing obligation contracts – These are contracts that are concluded for a fixed or indefinite term, e.g. care and maintenance contracts.
  2. 1. 2. Contracting parties – the term includes the Client and Epu Design.
  3. 1. 3. Work – The term “work” shall be understood to mean the result of Epu Design’s services, in particular the content or software created within the scope of these GTC.
  4. 1. 4. Content – The term “content” as used below shall be understood to mean all content and information, such as photographs, graphics, logos, videos, texts, source codes, advertising material, data, information about places and persons or links.
  5. 1. 5. Online presences – The term online presences is understood in a broader sense to mean all online accounts, profiles, websites, etc. as well as the content, contacts and data belonging to them.

Offers and right of refusal
1. 1. 1. 1. Descriptions and representations on websites, brochures, etc. do not constitute binding offers.
  2. 1. 2. Die Angebote von Epu Design sind freibleibend. Epu Design behält sich vor, einen Auftrag anzunehmen oder abzulehnen.
  3. 1. 3. Vertragsanfragen (inkl. Auftrags- und sonstigen Leistungsanfragen) an Epu Design, begründen erst ab deren Annahme eine vertragliche Beziehung zu Epu Design. Epu Design behält sich vor, Vertragsanfragen abzulehnen.
  4. 1. 4. Angebote von Epu Design sind vorbehaltlich anderer Angaben 14 Tage lang gültig.
  5. 1. 5. Epu Design behält sich ohne Anerkennung einer entsprechenden Prüfpflicht vor, auch angenommene Werbeaufträge – und auch einzelne Abrufe im Rahmen eines Abschlusses – abzulehnen bzw. zu sperren, wenn – deren Inhalt gegen Gesetze und/oder behördliche Bestimmungen und/oder Rechte Dritter verstösst oder; – deren Veröffentlichung für Epu Design wegen des Inhalts, der Herkunft oder der technischen Form nach einheitlichen, sachlich gerechtfertigten Grundsätzen von Epu Design unzumutbar ist.
  6. 1. 6. Der Auftraggeber wird in einem Fall der Ablehnung oder Sperrung von Epu Design entsprechend informiert. Dem Auftraggeber stehen aus einer derartigen Ablehnung oder Sperrung keinerlei Ansprüche gegen Epu Design zu.

Conclusion of contract
1. 1. 1. 1. Unless expressly agreed otherwise in individual cases and insofar as the offer is made by a Client, a contract shall be concluded by written confirmation or confirmation by e-mail on the part of Epu Design or by performance of the service in accordance with the order. If the offer is made by Epu Design, the contract shall be concluded by the Client’s declaration of acceptance, taking into account these GTC.
  2. 1. 2. The conclusion of a contract shall be deemed to be binding. As soon as a contract has been concluded, Epu Design shall be entitled to charge the Client for all services rendered, including services commenced. This means that if the order is terminated by the customer before the end of the contract, Epu Design shall be entitled to invoice the Client for the work performed, including additional work, up to the time of termination of the contract.
  3. 1. 3. Insofar as advertising agencies place orders, in case of doubt the contract shall be concluded with the advertising agency, subject to other written agreements. If an advertiser is to become a client, he must be named and designated as such by the advertising agency. Epu Design is entitled to demand proof of mandate from the advertising agency.
  4. 1. 4. Advertising for goods or services of more than one advertiser or other advertisers within an advertising presence (e.g. banner, pop-up advertising, etc.) require an additional written agreement, also concluded by e-mail.

Subsequent changes and change requests
1. 1. 1. 1. If the Client requests a change to the agreed services during the course of the contract or if the situation communicated by the Client changes after Epu Design has submitted an offer or after the contract has been concluded, Epu Design may prepare an offer for the additional or reduced costs unless remuneration on a time and material basis has been agreed or the Client expressly waives a separate offer.
  2. 1. 2. Until a decision has been made on the acceptance or rejection of the offer by the Client, Epu Design shall pause work on the services affected by the offer if the subsequent acceptance of the offer by the Client would result in additional expense. Agreed delivery periods shall be extended accordingly.

Place and time of activity
1. 1. 1. 1. Epu Design shall be free in terms of time and place to carry out the agreed individual orders.
  2. 1. 2. Epu Design shall have the right to use subcontractors to fulfil this contract, provided this does not conflict with any contractual obligations, in particular the obligation for Epu Design to provide services directly (e.g. on the basis of its expertise) or the obligation to maintain confidentiality and data protection.
  3. 1. 3. The employees of Epu Design shall not enter into any employment relationship with the Client. The Client shall issue instructions exclusively to the responsible employees named by Epu Design with effect for and against Epu Design.

Deadlines and dates
1. 1. 1. 1. Deadlines and dates shall only be deemed binding if Epu Design expressly agrees to a deadline or date.
  2. 1. 2. Epu Design shall not be responsible for delays in performance due to force majeure or circumstances that lie within the Client’s scope of application (untimely provision of content, etc.) and shall be entitled to postpone performance of the affected service for the duration of the hindrance/delay plus a reasonable period of time. In return, Epu Design undertakes to notify the Client of delays in performance due to force majeure.

DEVELOPMENT, AGENCY, MAINTENANCE AND CONSULTING SERVICES

Order description
1. 1. 1. 1. The services of Epu Design comprise consulting, development, implementation and other agency services. The concrete specifications of the respective contractual service, its extent, areas of application, framework conditions, functions, documentation as well as the schedule and timetable are set out in the order description on which the respective service is based.
  2. 1. 2. The order description shall not be subject to any specifications; it may, for example, also take the form of an offer, an order description or a specification sheet. The order description shall contain a sufficient degree of detail for the respective service as is customary in the industry. The Client shall inform Epu Design without delay of any gaps in detail and support Epu Design to the best of its ability in the necessary further detailing.
  3. 1. 3. If the order description is inadequate or if its scope is doubtful in certain cases, the services to be provided shall comprise the tasks customary in the industry which are necessary to fulfil the agreed purpose of the contract.
  4. 1. 4. Subsequent changes to the order description require the explicit confirmation of the respective contractual partner in order to become effective.
    1. 5. If the contractual services serve to achieve a concrete success explicitly agreed in writing (e.g. creation of a concrete work, achievement of certain success figures), this is a contract for work and services. Otherwise it is a contract for services.
  5. 1. 6. User training, documentation, reports, instruction, installation and maintenance are not an ancillary component of the services of Epu Design and must be agreed separately.

Cooperation and duties to cooperate
1. 1. 1. 1. The contracting parties shall work together in a spirit of trust and shall inform each other without delay in the event of deviations from the agreed procedure or doubts as to the correctness of the other party’s procedure.
  2. 1. 2. The Client undertakes to support Epu Design in the fulfilment of its contractually owed performance. This shall include in particular the timely provision of information and data material insofar as this is required by the Client’s cooperation.
  3. 1. 3. Insofar as this is necessary for Epu Design to provide the service and is not to be provided by Epu Design, (i) the Client shall make the technical facilities such as hardware or data transmission lines operational and provide these to a reasonable extent free of charge; (ii) the Client shall provide the access data; (iii) the Client shall support Epu Design in test runs and acceptance tests with appropriate personnel.
  4. 1. 4. The Client’s cooperation and provision of services shall be free of charge for Epu Design.
    1. 5. If Epu Design is unable to provide the services due to a lack of or insufficient cooperation or provision by the Client, or is only able to do so at additional expense, Epu Design shall be entitled to claim any additional expense incurred from the Client as a result of this.
  5. 1. 6. The contracting parties and their contact persons shall communicate with each other at regular intervals, to be determined jointly, about progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract in a guiding manner if necessary.
    1. 7. If the Client recognizes that its own information and requirements are incorrect, incomplete, ambiguous or impracticable, it shall inform Epu Design of this and the consequences it recognizes without delay.
    1. 8. Communication between Epu Design and the Client shall be as effective as possible, i.e. fast and error-resistant. In this respect, the Client must observe any formal communication requirements, insofar as these have been communicated to him or are otherwise known to him, are achievable and the Client can reasonably be expected to observe them. This includes, in particular, with regard to the use of ticketing systems and sufficient description of problems, symptoms, technical faults, etc. If the formal communication requirements are not fulfilled by the Client, no rights and obligations of the Client towards Epu Design shall be established.

Exclusion of legal examination, advice and duties to cooperate
1. 1. 1. 1. Subject to express agreement, the services of Epu Design do not include any legal review or legal advice (e.g. of a trademark, copyright, data protection or competition law nature) or fulfilment of the Client’s statutory duties to provide information (e.g. provider identification, data protection declaration, consumer information in the case of distance contracts, duties to review links, duties to review the content of forum discussions, blogs and chat rooms, duties to comply with media law regulations, in particular regulations on the protection of children and teens, etc.).
  2. 1. 2. In the event of justified doubts about the legal admissibility of a measure, Epu Design may demand that the Client release the measure and postpone the implementation of the measure until such time.
  3. 1. 3. The testing or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of development, application or other documentation shall only be provided by Epu Design if this is explicitly agreed in the individual contract.
  4. 1. 4. Insofar as Epu Design provides the Client with legal documents (e.g. supplements to the data protection declaration), these shall be legal samples without any claim to correctness and completeness, which are to be checked individually by the Client.
    1. 5. The Client shall indemnify Epu Design against all claims and damages that Epu Design suffers as a result of legal violations that are attributable to the Client.

Provision of content
1. 1. 1. 1. The Client shall be obliged to deliver proper content (e.g. graphics, videos), in particular content that corresponds to the format or technical specifications of the Agency, in good time before it is used (e.g. as advertising material, for the purpose of placement, as part of websites, etc.) or at the agreed time. The Client shall bear the costs and the risk of transmission. If the Client does not provide these and does not make any further specifications, Epu Design may, at its discretion, use image material from common providers (e.g. stock photo service providers) or provide the relevant parts of the website with a placeholder, taking into account the copyright labelling requirements..
  2. 1. 2. The Client shall deliver the content free of malicious code and/or other sources of damage. In particular, he shall be obliged to use commercially available protection programmes for this purpose, which must always comply with the latest state of the art. If sources of damage of any kind are present and identified in a transmitted file, Epu Design shall not make use of this file and shall delete it insofar as this is necessary to prevent or limit damage, without the Client being able to assert (compensation) claims of any kind in this connection. Epu Design reserves the right to make a claim for damages against the Client if it has suffered damage as a result of such sources of damage infiltrated by the Client.
  3. 1. 3. If the Client fails to comply with its obligations under this clause, Epu Design shall be entitled to charge the Client for the additional expenditure incurred as a result (e.g. costs for stock photos and time spent searching for them).
  4. 1. 4. Epu Design’s obligation to store content provided shall end 3 months after it has been distributed for the last time. Data carriers, photos or other materials and documents of the customer shall only be returned to the Client upon request and at the customer’s expense and risk.

Assurance and granting of rights towards Epu Design
1. 1. 1. 1. The Client shall ensure that the content provided by it is free of third-party rights and that its publication does not violate applicable law in any way. The content provided also includes content and its sources that the Client recommends or suggests to Epu Design with regard to the latter’s performance of its tasks.
  2. 1. 2. The Client shall in particular guarantee that it holds all the rights required for the use of the content in accordance with the order and that it does not infringe any third-party rights (in particular industrial property rights, copyrights, trademark rights or personal rights etc.) or other statutory provisions. The Client shall bear sole responsibility for the content and the legal admissibility of the content made available by it or by third parties on its behalf.
  3. 1. 3. The Client shall otherwise indemnify Epu Design against all claims made by third parties against Epu Design in connection with the Client’s content and shall indemnify Epu Design against the costs of necessary legal defense. The Client shall be obliged to support Epu Design in good faith with information and documents in its legal defense against third parties and to inform Epu Design in writing of cease-and-desist declarations or interim injunctions with regard to the rights of third parties in good time.
  4. 1. 4. The Client shall transfer to Epu Design all copyrights, ancillary copyrights, trademark and labelling rights and other rights required for the contractual use of the content in online media of all kinds, including the Internet, in particular the right to reproduce, distribute, transmit, broadcast, edit, make publicly available, place in a database and make available for retrieval, extract and retrieve from a database, in terms of time and content to the extent necessary for the execution of the order.

Granting of rights of use to the Client
1. 1. 1. 1. The Client shall be granted an exclusive right of use and exploitation, unlimited in time and space and limited in subject matter to the contractual purposes, to works that are individually and specifically provided for the Client (e.g. individual graphics or programme routines), which shall in particular include reproduction, distribution and making available to the public. The resale and further distribution of the work by the Client is excluded, unless it has been expressly agreed or results from the nature of the order.
  2. 1. 2. In the case of works that are based on, modify, extend or adapt other works (e.g. in the case of individual adaptation of templates or software modules), any exclusive rights of the Client shall not extend to the original works, but only to the extent of the protectable modifications, extensions and adaptations made by Epu Design for the Client.
  3. 1. 3. In all other respects, Epu Design shall transfer to the Client the rights of use to its works required for the respective contractual purpose in the scope of use, duration of use and spatial scope of application corresponding to the order description. Unless otherwise agreed, a simple right of use for the customer’s own use shall be transferred in each case.
  4. 1. 4. The Client shall only be granted the right to edit the work as long as the right to edit has been expressly agreed or clearly results from the nature of the order.
    1. 5. The rights of use to the works shall not pass to the Client until the client has paid the remuneration in full.
  5. 1. 6. Insofar as the work contains open source components, the transfer of rights shall only take place to the extent and in accordance with the respective open source license. Epu Design expressly points out that the open source components may only be used, processed and the subject of dispositions within the scope of the respective license.
    1. 7. Proposals and instructions from the Client or his employees shall not constitute a joint copyright.
    1. 8. Epu Design shall be entitled to refer to the works designed and produced for the Client and the services provided for the purpose of self-promotion, subject to any express confidentiality obligations.
    1. 9. Epu Design shall also be entitled to refer to its authorship in the imprint of websites and other online presences. The Client shall not be entitled to remove these references without the consent of Epu Design.

Website development with specifications and requirements
1. 1. 1. 1. The subject matter of website creation contracts and shop development contracts between Epu Design and its Client is in principle the development of the website required for the Client’s Internet presence or a complete online shop in compliance with the Client’s technical and/or design specifications. Website creation contracts and shop development contracts concluded between the parties are contracts for work and services. A deviating scope of services (e.g. creation or development of partial areas of a website or online shop or complex programming) can be agreed between the parties in individual contracts. SEO optimization is only owed if it has been expressly agreed.
  2. 1. 2. The scope of the services to be provided by Epu Design shall be determined on the one hand by individual contractual agreements between the parties and on the other hand by detailed specifications drawn up by the Client. The Client undertakes towards Epu Design to provide the data required for the creation of the website or online shop (texts, specifications, graphics, etc.) in a timely manner. Epu Design is not obliged to check the content provided by the Client in any way (in particular with regard to fundamental suitability or with regard to possible infringements of third-party rights).
  3. 1. 3. The prerequisite for Epu Design’s activities is that the Client provides Epu Design with all the data (test data, texts, templates, graphics, etc.) and/or system environments required for the implementation of the project in a timely and suitable manner. Epu Design shall not be liable to the Client in any respect for delays and delays in the implementation of projects that arise due to late (necessary) cooperation or input by the Client.
  4. 1. 4. A six-week test phase can be agreed after complete handover and/or upload or installation of the website or online shop or parts thereof. The Client must notify Epu Design in writing of any errors that occur during the test phase. Epu Design shall endeavour to correct the errors professionally. Epu Design may provide temporary workarounds for this purpose. The test phase may be extended appropriately by individual contract if required. If the Client no longer detects any significant errors after completion of the test phase, he shall submit a written declaration to Epu Design that the completed website or online shop has been created in a condition in accordance with the contract (acceptance).
    1. 5. After completion of the website and/or individual parts thereof, Epu Design may offer the Client maintenance and servicing services relating to the website. Epu Design can also offer the maintenance of third-party websites. However, Epu Design is not obliged to make such an offer, nor is the Client obliged to make use of Epu Design’s further service offers. Corresponding agreements are exclusively the subject of individual arrangements.
  5. 1. 6. The limitation period for claims for defects shall be 12 months.
    1. 7. The remuneration for the work of Epu Design shall be the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.
    1. 8. After completion of the website or online shop and/or individual parts thereof, Epu Design may offer the Client maintenance and support services in relation to the website or online shop. However, Epu Design shall neither be obliged to make such an offer nor shall the Client be obliged to make use of Epu Design’s further service offers. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and servicing services are agreed between the parties, the Client alone shall be responsible for the technical maintenance and up-to-dateness of the website or online shop after warning. Epu Design shall not be liable to the Client for any security gaps exploited by third parties for illegal purposes through the use of outdated software (hacking).
    1. 9. Unless otherwise agreed in advance, the Client expressly grants Epu Design permission to present the project publicly in an appropriate manner for the purpose of self-promotion (references / portfolio / social media). In particular, Epu Design shall be entitled to advertise its business relationship with the Client and to refer to itself as the author on all advertising materials produced and in all advertising measures, without the Client being entitled to any remuneration for this. Excluded from this are orders and projects that are subject to the obligation of secrecy.

Content Marketing

1. 1. 1. Epu design offers Clients professional content marketing (copywriting), whereby the billing and duration of the assignment are based on the specifications of the accepted offer.
  1. 2. The content of the texts is based on the Client’s specifications. As soon as the agreed text has been completed, Epu Design shall send the created texts for review and approval. Unless otherwise agreed, the Client shall be entitled to two rounds of corrections or amendments. Complaints regarding stylistic design or the inclusion of new information in the text shall be excluded in principle after the second amendment loop. If the Client wishes to make further changes, he shall bear the additional costs.
  1. 3. If Epu Design has been commissioned to integrate the texts in public media (e.g. online or print media), Epu Design shall only publish texts that have been approved by the Client. Epu Design shall not be liable for errors that are discovered after approval.

Web hosting and domain registration
1. 1. 1. 1. Epu Design also offers hosting and domain registration services to Clients – in particular as an additional option within the scope of website creation. The specific scope of services (domain registration, storage space, certificates, etc.) shall be the subject of individual agreements between the parties. Epu Design shall be entitled to use third-party services in any form in connection with the performance of hosting services.
  2. 1. 2. Unless otherwise agreed, Epu Design shall assume the administration and management of the data in the event of an order as a hoster. As a matter of principle, the customer shall not be granted access to the administration backend of the hosting system.
  3. 1. 3. Unless otherwise agreed, the Client shall have no claim to the allocation of a fixed IP address for its Internet presence. Technical or legal changes are possible at any time and remain reserved.
  4. 1. 4. The Client shall be obliged not to pass on his passwords and other access data – insofar as such have been made available to him by Epu Design – to third parties and to change them regularly. The Client shall be responsible for any misuse by third parties, insofar as he is responsible for this.
    1. 5. The Client shall be obliged to make regular back-up copies of its hosted data. If the Client is not in a position to do so, he shall commission Epu Design or other professionally suitable third parties to make the backups. The Client shall be liable for any loss of data resulting from inadequate data back-up.
    1. 6. If the Client makes use of domain registration services provided by Epu Design, the following shall apply in addition:
    1. 1. 6.1. The contractual relationship required for the registration of the respective domain shall come about directly between the Client and the respective domain issuing authority or the respective registrar. In the relationship between the Client and the registry, Epu Design shall merely act as an intermediary without having any influence of its own on the allocation of the domain.
    2. 1. 6.2. The Client shall bear full responsibility for ensuring that the domain requested by it does not infringe any third-party rights. A review of the domain is not owed.
    3. 1. 6.3. The respective terms and conditions of the individual registries shall apply in addition to the registration of domains. Epu Design shall inform the Client of any special features in the event of an intended registration.

Print
1. 1. 1. 1. The object of design contracts in the print sector between Epu Design and its Clients is, in principle, the development of the Client’s design specifications for print products (e.g. design of banners, post graphics, posters, flyers, vehicle or window stickers, textiles or logo designs). Design contracts concluded between the parties are contracts for work and services. A deviating scope of services can be agreed between the parties in an individual contract.
  2. 1. 2. The services agreed in detail shall result from the individual contract concluded between Epu Design and the Client. To this end, the Client shall first submit an enquiry to Epu Design with as precise a description as possible of the design services it requires. This enquiry constitutes an invitation to Epu Design to submit an offer. Epu Design shall examine the Client’s ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), unambiguity, feasibility and freedom from contradiction and shall prepare an offer on the basis of the wishes arising from the Client’s enquiry. A contract between Epu Design and the Client shall only be concluded upon acceptance of the offer by the Client.
  3. 1. 3. After the contract has been concluded, the Client’s requirements will be discussed in a further briefing if necessary and the specifications will be specified. At this time, Client requests may be introduced, provided they are covered by the originally agreed scope of services. If necessary, there is the possibility of a re-briefing prior to the production of the object of performance. Adjustments shall become part of the original contract if both contracting parties agree in text form. Otherwise, Epu Design is only obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
  4. 1. 4. Unless otherwise agreed, the Client shall be entitled to two correction loops. Complaints regarding the artistic design shall be excluded as a matter of principle. If the Client wishes to make further changes, he shall bear the additional costs.
    1. 5. The contents shall be in accordance with the Client’s specifications. As soon as the order has been completed, Epu Design shall send the content for review and approval. The Client shall be obliged to check the control and test documents (press proofs, proofs, copies, files, etc.) sent to him before the order is finalised for errors and to return these, with the approval for printing and any correction instructions, within the agreed period. After approval by the Client (verbally or in writing), Epu Design shall not be liable for text, spelling or image errors overlooked by the Client or similar. If the Client waives the submission of control and verification documents, the Client shall bear the full risk.
  5. 1. 6. Unless otherwise agreed, content sent by the Client shall not be proofread by Epu Design. The content must be submitted ready for printing, i.e. checked for typesetting errors, image errors or the like.
    1. 7. Autocorrections (subsequent text changes, image rearrangements, pagination changes and the like) are not included in the quoted prices and shall be charged additionally according to the time spent.
    1. 8. Unless otherwise agreed in the contract and not to be expected from the purpose of the contract, Epu Design shall only owe the delivery of a print file (e.g. PDF, JPG or PNG) for the creation of print products in addition to the contractually agreed service items. The Client shall not be entitled to the surrender of an editable file (e.g. Word, InDesign, Illustrator or similar).

SEO marketing and SEA campaigns
1. 1. 1. 1. Epu Design offers Clients, among other things, services in the area of SEO marketing. Within the scope of the provision of services, Epu Design exclusively owes the implementation of measures which, according to its own experience, can positively influence the search engine ranking or which are expressly ordered by the Client. In contrast, a specific result (e.g. sales figures) is only owed within the scope of SEO services if this has been expressly assured. Marketing services can be cancelled by both contracting parties with a notice period of 3 months.
  2. 1. 2. Epu Design also offers Clients services in the area of SEA campaigns. Within the framework of the provision of services, Epu Design shall owe exclusively the submission of proposals regarding keywords with advertising effect and, after approval by the Client, the implementation of the measure (placement of advertisements). A specific result (e.g. a specific ranking in the Google hit list) is not owed within the scope of SEA services unless this has been expressly assured. In addition to the claim to remuneration for the service, Epu Design shall have a claim for reimbursement of expenses with regard to the chargeable advertisements against the Client. Epu Design shall not be obliged to check the legitimacy of keywords. Epu Design shall submit proposals to the Client regarding the booking of keywords. The legal review, in particular with regard to the trademark rights of third parties, and the release of the keywords shall be the responsibility of the Client before the campaign is carried out.

Social Media Marketing
1. 1. 1. 1. Epu design offers Clients different social media packages that include social media hosting, content creation, content planning and photo/film shooting depending on the category. The minimum duration of these packages is 12 months. In addition, every 12 months, if there is no signed cancellation, the contract will be automatically renewed for another 12 months. However, this contract can be terminated at any time with mutual consent.
  2. 1. 2. If the Client requests additional services that are not part of this contract, the agency’s normal hourly rate will be charged. In addition, if the Client wishes to have “Paid Ads” on one of the platforms, he/she must inform the agency of this and the agency will provide a quotation on request.
  3. 1. 3. Photo and/or film shoots, which are included in social media packages, include a maximum shooting time of 5 hours. Should this time be exceeded, the additional effort will be charged at the normal hourly rate.
  4. 1. 4. Shooting costs are all inclusive, except travel expenses will be charged separately.
    1. 5. Epu Design will not check the content provided by the Client for its content-related or legal correctness. In this respect it is expressly pointed out that Epu Design is not entitled to provide the Client with legal advice. Should Epu Design nevertheless determine in individual cases that the content provided by the Client violates applicable law, Epu Design may refuse to post such content.
  5. 1. 6. There is no obligation to react to posts by third parties or to monitor them. This is the responsibility of the Client as operator.
    1. 7. Epu Design is merely the Client’s order processor in the context of managing the social media pages.
    1. 8. The Client acknowledges that the behavior of third parties in online media is difficult to calculate and Epu Design is not responsible for the behavior of third parties (e.g. negative comments, protests, etc.).
    1. 9. This shall not apply if Epu Design has culpably provoked this behaviour. In this case, liability shall be determined in accordance with clause 29 of these GTC (“Liability and Compensation”). In determining Epu Design’s liability, the standards of conduct customary in the industry and reasonably expected patterns of conduct on the part of third parties shall be taken as a basis.
    1. 10. Epu Design shall inform the Client as soon as the conduct of third parties assumes a scope that could cause lasting damage to the Client’s reputation or sales promotion.

Video and photography
1. 1. 1. 1. Epu Design creates professional videos and photographs for Clients. The services agreed in detail result from the individual contract concluded between Epu Design and the Client. The Client shall first submit an enquiry to Epu Design with a description of the services required as precise as possible. This enquiry constitutes an invitation to Epu Design to submit an offer. Epu Design shall check the Client’s ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), unambiguity, feasibility and freedom from contradiction and shall draw up an offer on the basis of the wishes arising from the Client’s enquiry. A contract between Epu Design and the Client shall only come into existence upon the Client’s acceptance of the offer.
  2. 1. 2. In the first instance, the Client shall pay for the service provided by Epu Design. The Client shall be obliged to pay an additional fee for the cost of materials, i.e. the camera equipment (in accordance with the quotation).
  3. 1. 3. The Client’s specifications shall be taken into account to the best of the Client’s knowledge and belief. The contracting parties acknowledge that the production of videos and photographs is a creative service that requires a high degree of artistic freedom. Epu Design therefore owes exclusively the creation of a work which, according to its own experience and assessment, corresponds to the wishes of the Client. Complaints regarding the artistic design shall be excluded as a matter of principle.
  4. 1. 4. If the Client provides persons for the creation of the video or photographs (e.g. his employees or professional models), he shall be solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, he/she is responsible for concluding suitable model release agreements and obtaining DSGVO-compliant employee commitments.
    1. 5. The rights to the images and videos shall remain with Epu Design even after the end of the contract. This means that if the Client wishes to use the end product in a modified form, this may only be done in consultation with Epu Design. Furthermore, the end products may not be resold without the consent of Epu Design, insofar as this does not correspond to the nature of the order.
  5. 1. 6. Unless otherwise agreed in an individual contract, Epu Design may demand that a suitable copyright notice be placed in an appropriate position on the work produced.
    1. 7. Unless otherwise agreed in the contract and not to be expected from the purpose of the contract, the Client shall in principle only receive fully edited recordings for the respective purpose. The Client shall not have a claim to the release of the raw data or editable files (RAW files or similar).
    1. 8. Cancellations regarding shootings for video productions or image material must be communicated at least 24 hours before the start of the appointment. Cancellations made less than 24 hours before the start of the appointment will be charged at 50% of the advance price. Cancellations made less than 5 hours before the start of the appointment will be charged at the full pre-arranged price.

Rights to online presences and data

1. 1. 1. Notwithstanding this contract, the Client shall become the owner of online presences, insofar as these have been created, acquired or otherwise procured for the customer by Epu Design as part of the contractual provision of services or have been expressly transferred by Epu Design to the Client for the latter’s disposal.
  1. 2. If it is not possible to grant ownership (e.g. due to conflicting GTC of a platform or because content/data was managed by Epu Design via the online presence), Epu Design shall grant the Client the right to dispose of and use the online presences to an extent that comes as close as possible to ownership. This includes the granting of administration rights or the release of data.
  1. 3. Furthermore, Epu Design shall retain the rights to the online presences, even if, for example, it uses the company or private online presences of its employees within the framework of the fulfilment of the contract.

Release of templates, drafts and source code

1. 1. 1. The templates, drafts, raw data, files and other working materials produced by Epu Design which serve to provide the service owed under the contract (hereinafter referred to as “templates”) shall remain the property of Epu Design. If the Client wishes to have the source material handed over, this must be agreed and remunerated separately.
  1. 2. If the surrender of the source code has been agreed or otherwise provided for (e.g. within the framework of an open source license), it shall be sufficient to hand over/provide access to it in digital form. If a right to edit the work has not been agreed, the Client may only use the source code if Epu Design is unable or unwilling to carry out a bug fix, a change or an extension of the application within a reasonable period of time. The Client is aware that in order to work with the source code it may have to acquire developer licenses for the third-party components used. If the source code is not under an open content license, it may not be used within the scope of an application that is not part of the contractual agreement with Epu Design, unless otherwise agreed.
  1. 3. There shall be no obligation to retain the code. Epu Design shall be entitled to delete the templates and the source code no later than 6 months after the end of the contract.

Offers, presentations and pitches

1. 1. 1. The development of conceptual and design proposals by Epu Design with the aim of further commissioning by the Client shall be carried out, irrespective of any provisions to the contrary in individual cases, against payment of the fee agreed with the Client for this (presentation fee).
  1. 2. Copyright, rights of use and ownership rights to the work presented by Epu Design in this context shall remain with Epu Design even if a presentation fee is charged. The Client shall only acquire these rights to the agreed extent when the order is placed for realization in return for separate remuneration.

Acceptance
1. 1. 1. 1. These provisions on acceptance shall only apply if they form the basis of a contract for work and labor.
  2. 1. 2. The object of acceptance shall be the contractually owed service in accordance with the order description.
  3. 1. 3. The prerequisite for acceptance is that Epu Design hands over the service results to the Client in full and notifies the Client of readiness for acceptance. The handover of all performance results required for acceptance shall constitute a request for acceptance.
  4. 1. 4. Insofar as a work performance has been agreed, Epu Design may demand that acceptance takes place in writing; written acceptance shall only be owed if Epu Design requests the Client to do so. The acceptance period shall be set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case Epu Design shall notify the Client separately. If the Client does not make any comments within this period or does not refuse acceptance on account of a defect, the work shall be deemed to have been accepted.
    1. 5. If acceptance fails, the Client shall provide Epu Design with a list of all defects preventing acceptance. After a reasonable period has elapsed, Epu Design shall provide a defect-free version of the contractually owed service that is ready for acceptance. Within the scope of the subsequent inspection, only the recorded defects shall be inspected insofar as their function allows them to be the subject of an isolated inspection.
  5. 1. 6. After a successful inspection, the Client must declare acceptance of the work results in written form (e-mail is sufficient) within 7 days.
    1. 7. The provision of the contractual services may be agreed in individual sections. Epu Design shall be entitled to request partial or interim acceptance from the Client if this is objectively justified and reasonable for the Client due to the subject matter, extent or timing of the service provision.

Warranty for defects
1. 1. 1. 1. An insignificant defect shall not constitute grounds for claims for defects. The choice of the type of subsequent performance shall lie with Epu Design. The limitation period for defects and other claims shall be 1 year; this reduction in the limitation period shall not apply to claims resulting from intent, gross negligence or injury to life, limb or health by Epu Design. The limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects. Otherwise, the statutory warranty for defects shall remain unaffected.
  2. 1. 2. The regulations on acceptance, warranty and remuneration shall apply to the respective sections. This means in particular that change requests of the Client which deviate from already accepted partial sections are to be remunerated separately by the Client.

WARRANTY AND LIABILITY

Claims in the event of material defects
1. 1. 1. 1. Claims for defects shall not exist in the case of an insignificant deviation from the agreed or assumed quality or in the case of only insignificant impairment of the fitness for use in accordance with the purpose of the contract. The contents of the order description shall not be deemed to be a guarantee or assurance of certain properties without a separate written agreement.
  2. 1. 2. Epu Design undertakes to create software in such a way that it has a response time and functional behavior which corresponds to the behavior of other software typical for the industry with comparable content and comparable extent and comparable server environment in the case of comparable Internet connection and technical equipment of the hardware and software used by the end user to call up the software. Websites and comparable online offers must be executable within the browsers and resolutions customary in the industry at the time of conclusion of the contract. Browsers with a version status of more than one year ago and browsers and screen resolutions which are represented on the market by less than 10% shall not be deemed to be customary in the industry.
  3. 1. 3. In the case of updates, upgrades and new versions of software, claims for defects in this respect shall be limited to the new features of the update, upgrade or new version compared to the previous version.
  4. 1. 4. If the Client demands subsequent performance on account of a defect, Epu Design shall have the right to choose between rectification of the defect, replacement delivery or replacement performance. If the Client has set Epu Design a further reasonable period of grace after the first period has expired without result and this period of grace has also expired without result, or if a reasonable number of attempts at rectification, replacement delivery or replacement performance have been unsuccessful, the Client may, subject to the statutory requirements, choose to withdraw from the contract or reduce the price and demand compensation for damages or expenses. Subsequent performance may also be effected by handing over or installing a new software version or a workaround. If the defect does not impair the functionality or does so only to an insignificant extent, Epu Design shall be entitled, to the exclusion of further claims for defects, to remedy the defect by supplying a new version or an update within the scope of the version, update and upgrade planning.
    1. 5. Subject to any agreements to the contrary, maintenance shall only include the technical updating of the website, but not the updating of its content. In particular, Epu Design does not owe the updating of the imprint or the data protection declaration.
  5. 1. 6. Defects shall be notified in writing (e-mail is sufficient) by means of a comprehensible description of the symptoms of the defect, as far as possible proven by written records, screenshots or other documents illustrating the defects. The notice of defect shall enable the reproduction of the defect. The Client’s statutory obligations to examine and give notice of defects shall remain unaffected.
    1. 7. Changes or extensions to the services or software made by the Client himself or by third parties shall render the Client’s claims for defects null and void unless the Client proves that the change or extension was not the cause of the defect. Epu Design shall also not be liable for defects that are attributable to improper operation and operating conditions or the use of unsuitable operating materials by the Client. .
    1. 8. Epu Design may refuse subsequent performance until the Client has paid Epu Design the agreed remuneration, less a portion corresponding to the economic significance of the defect.
    1. 9. The period of limitation for claims for defects shall be 1 year from acceptance of the service. In the case of the delivery of updates, upgrades and new versions, the period for these parts shall commence in each case with their acceptance. Further details, such as regular maintenance, can be agreed in individual contracts if necessary.

Use of third-party services
1. 1. 1. 1. The following provisions shall apply to the use of third-party services by Epu Design in the context of the performance of services for the Client. Third-party services shall be understood to mean services that are obtained from third parties on behalf of or otherwise within the scope of the Client’s order, such as rights of use to online platforms, stock images or open source software.
  2. 1. 2. If material defects or defects of title are based on the defectiveness of the performance of a third party and if this third party does not act as a vicarious agent of Epu Design, but Epu Design, recognizable to the Client, merely passes on a performance to the Client, the Client’s claims for defects shall be limited to the assignment of Epu Design’s claims for defects against the third party (e.g. if open source software is incorporated). Epu Design shall be liable for the defect itself if the cause of the defect was set by Epu Design, i.e. the defect is based on an improper modification, integration or other treatment of the services of third parties for which Epu Design is responsible.
  3. 1. 3. Epu Design shall not be responsible if third-party services are restricted or discontinued altogether by the third party. If the third party introduces a fee for the provision of its services, Epu Design shall be entitled to adjust the remuneration agreed with the Client accordingly, insofar as the Client wishes to continue using the services of third parties after consultation and the remuneration would be at the expense of Epu Design.
  4. 1. 4. Invoices from third-party providers, i.e. invoices which the Client does not wish to pay itself but would like to have invoiced via Epu Design, shall be subject to an accounting surcharge of 10%.

Behavioral of third parties
1. 1. 1. 1. The Client acknowledges that the behavior of third parties in online media is difficult to calculate and that Epu Design is not responsible for the behavior of third parties (e.g. negative comments, protests, etc.).
  2. 1. 2. This shall not apply if Epu Design has culpably provoked this behavior. In this case, liability shall be determined in accordance with clause 29 of these GTC (“Liability and Compensation”). In determining Epu Design’s liability, the standards of conduct customary in the industry and reasonably expected patterns of conduct on the part of third parties shall be taken as a basis.
  3. 1. 3. Epu Design shall inform the Client as soon as the conduct of third parties assumes a scope that could cause lasting damage to the reputation or sales promotion of the Client.
  4. 1. 4. If there are concrete doubts about the legal admissibility of third-party content or factually justified reasons to assume possible damage to the Client, Epu Design shall be entitled to republish this content (e.g. delete comments) or ban users.

Liability and compensation
1. 1. 1. 1. Epu Design shall be liable under this agreement only in accordance with the following provisions:
    1. 1. 1.1. Epu Design’s liability for all damages shall be limited as follows: In the event of a slightly negligent breach of a material contractual obligation (“cardinal obligation”), Epu Design’s liability shall in each case be limited to the amount of the damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are obligations the fulfilment of which makes the proper performance of the contract possible in the first place and compliance with which a party may regularly rely on. This limitation of liability shall not apply in the event of gross negligence or intentional acts as well as in the event of mandatory statutory liability, in particular in the event of the assumption of a guarantee or in the event of culpable injury to life, limb or health. The above liability provision shall also apply with regard to Epu Design’s liability for its vicarious agents and legal representatives.
    2. 1. 1.2. The Client shall indemnify Epu Design against any third-party claims asserted against Epu Design on the basis of violations by the Client of these GTC or of applicable law.
    3. 1. 1.3. Epu Design shall be liable for damage due to the absence of warranted characteristics up to the amount that was covered by the purpose of the warranty and that was recognizable to Epu Design when the warranty was given.
      1. 1.4. Epu Design shall be liable for product liability damage in accordance with the provisions of the Product Liability Act.
    4. 1. 1.5. Liability for typical damage shall in principle be limited to the specified amount and otherwise to the amount of the Client’s contractual remuneration for the period in which the breach of duty occurred. This shall not apply if the limitation would be unreasonable in the individual case from the point of view of equity. The typical damage shall in principle not exceed five times the agreed remuneration.

REMUNERATION

Remuneration
1. 1. 1. 1. Remuneration shall be due at the agreed time.
  2. 1. 2. The remuneration and the payment schedule for the contractually owed services result from the order description. Insofar as the contracting parties have not agreed on a fixed remuneration, the remuneration shall be calculated according to time and effort. In this respect, the rates of Epu Design valid at the time of the provision of the service shall apply.
  3. 1. 3. Administration costs shall also be invoiced.
  4. 1. 4. The amount charged may differ from the quotation, as the respective amount of work may vary considerably. If the amount differs by more than ten per cent from the original quotation, Epu Design will inform the Client in order to discuss the further procedure.
    1. 5. Prices are quoted net, including statutory value added tax, unless otherwise stated in the quotation.
  5. 1. 6. Fees for ongoing services shall be invoiced and charged on an hourly basis per 15 minutes or part thereof. In the case of a contract for work and labor (e.g. website creation), Epu Design shall be entitled to demand payment on account. Any individual agreements to the contrary shall remain unaffected.
    1. 7. A cash discount shall not be granted. In all other respects, the statutory provisions shall apply./li>
    1. 8. Work which, on the instructions of the Client, is carried out outside core working hours (working days 9 a.m. – 7 p.m.) shall be charged at a factor of 150%.
    1. 9. Invoices shall be due for payment without deduction within 30 days of the invoice date, unless otherwise stated. Epu Design shall not take into account public holidays or internal company holidays of the Client. Should payment not be possible within the given period (e.g. due to internal company holidays or similar), this must be clarified with Epu Design prior to invoicing.
    1. 10. In the case of services under a contract for work and services, payment shall be due upon (partial) acceptance of the service, unless otherwise agreed. In the case of an order sum in excess of CHF 1,000, Epu Design shall be entitled to 50% of the order sum prior to commencement of the work, even without a separate agreement. If the services contain costs that must be anticipated for third-party products/services, Epu Design shall be entitled to payment of these before it performs these services.
    1. 11. Third-party costs (e.g. costs of stock images, advertising costs on online platforms) and expenses incurred in consultation with the customer for the performance of services shall, at Epu Design’s discretion, be passed on to the Client for direct payment to third parties or integrated by Epu Design into its own invoicing. Any discounts granted by third parties shall be reimbursed to the Client. Epu Design shall be entitled to make performance of the service conditional on payment of the third-party costs by the Client in advance.
    1. 12. Unless otherwise agreed, invoices may be issued in electronic form and sent by e-mail or made available online for download.
    1. 13. Unless expressly agreed otherwise, all amounts are net amounts, i.e. exclusive of statutory value added tax.
    1. 14. Interest on arrears and collection costs shall be charged in the event of default or deferment of payment. In the event of default in payment, Epu Design may defer further execution of the current order until payment has been made and demand advance payment for the remaining placement. This shall not affect the assertion of further rights.
    1. 15. Objectively justified doubts about the Client’s ability to pay shall entitle Epu Design, even during the term of the contract, to make further performance of the service dependent on advance payment of the amount and settlement of outstanding invoice amounts, irrespective of any originally agreed payment period..
    1. 16. A reminder fee shall be charged for each reminder of the invoice. The Client reserves the right to prove lower reminder expenses.
    1. 17. The Client is obliged to ensure that there are sufficient funds in the account and that the amounts due can be collected. This obligation shall also apply if the Client does not receive advance information or does not receive it in time in individual cases.
    1. 18. In individual cases, the amount debited may differ from the amount notified in the individual statement or in the individual advance information if several statements have the same due date. In this case, the total amount (=total from the statements) will be collected on the due date.
    1. 19. The Client may only offset undisputed or legally established claims against claims of Epu Design. The Client shall only be entitled to assert a right of retention on the basis of counterclaims arising from the same legal relationship.
    1. 20. If a completion date has been set for a project by which Epu Design would be entitled to invoice its services and if the completion date could not be met due to circumstances for which the Client is responsible (e.g. failure to provide content), Epu Design may invoice the agreed remuneration on the completion date as if the project had been completed on that date without the relevant delay.
    1. 21. In addition to the agreed remuneration, Epu Design shall be entitled to reimbursement of the outlays and expenses required for the provision of the services, in particular travel and accommodation costs and expenses, insofar as these have been approved by the Client on the merits. Epu Design shall invoice these in an auditable manner together with the services rendered or separately in a timely manner. Unless otherwise agreed, travel costs shall be calculated either on the basis of the actual costs incurred for 2nd class rail travel or economy class flights (incl. luggage/meal) or, in the case of travel by car, at CHF 0.70/km net. The basis is the fastest route according to the commercial route planner used by Epu Design. No travel costs are incurred within a radius of 10 km. The starting point for the journey/departure is the address of Epu Design, unless otherwise agreed.
    1. 22. Insofar as Epu Design receives time-based remuneration, the Client shall be obliged to sign off on the evidence submitted to indicate agreement without delay, but at the latest within 7 days of receipt. Insofar as the Client does not agree with the evidence submitted, it shall set out any reservations about the evidence in detail in writing within this period. The contracting parties shall then immediately attempt to bring about a clarification. Subsequently, the evidence shall be signed off by the Client without delay. The evidence shall be deemed to have been signed off upon payment.

Adjustment of prices
1. 1. 1. 1. Epu Design reserves the right, in the event that statutory taxes and duties change or new duties and taxes are levied on the supplier’s products, to adjust the price shown by these increases.
  2. 1. 2. Epu Design shall be entitled to adjust its prices regularly to the extent that its own costs for providing the service increase. Existing Clients shall be notified of the price adjustment by e-mail at least one month before the change takes effect. Unless the Client objects within the period set in the notice of change, his consent to the change shall be deemed to have been given. The notification of the intended price adjustment will refer to the deadline and the consequences of the objection or its absence. If the Client does not agree to the price adjustment, he may terminate the subscription extraordinarily at the time the price adjustment comes into effect.
  3. 1. 3. If the purchase prices for third-party services increase, this increase may be passed on to the Client in the same proportion.

CONTRACT PERIOD AND TERMINATION

Term of contract
1. 1. 1. 1. Contract term for continuing obligations: Subject to deviating provisions in and outside these GTC, continuing obligations (e.g. maintenance contracts and web hosting contracts) have a minimum term of 12 months. The period of notice is 3 months. If the contract is not terminated in due time at the end of the term, it shall be automatically extended by a further 12 months. The right to extraordinary termination for good cause remains unaffected.
  2. 1. 2. The billing period of additional options (e.g. services) corresponds to the billing period of the main contract. If the option is ordered during the term of the main contract, the first contract term shall be adjusted to align with the remaining term of the main contract.
  3. 1. 3. The termination of dependent options of a contractual relationship does not affect the contractual relationship as a whole, unless the entire contractual relationship is terminated.

Ordinary termination
1. 1. 1. 1. Unless the period of notice is explicitly agreed, nor specified in the associated special provisions in these GTC, it shall be 30 days to the end of the contract.
  2. 1. 2. The notice period of independently terminable parts/options of a contract shall correspond to the notice period of the main contract.
  3. 1. 3. If no timely notice of termination is given, the term of the contract shall, subject to any other agreement, be automatically extended by the same period after expiry of its term.
  4. 1. 4. If the contract ends prematurely, Epu Design shall be entitled to remuneration for all services rendered, including services commenced. This means that if the order is terminated by the Client before the end of the contract, Epu Design shall be entitled to invoice the work performed, including additional work, up to the time of termination of the contract.

Ordinary termination
1. 1. 1. 1. Either party may terminate contracts based on these GTC for cause if one or more agreements have not been complied with by the other party and if, after a written request to remedy the situation, the other party culpably fails to remedy the situation within a reasonable period of time, or otherwise within a reasonable period of time.
  2. 1. 2. Extraordinary termination is also possible without a prior request for improvement if the terminating party cannot reasonably be expected to continue the contract, taking into account all the circumstances of the individual case and weighing up the interests of both contracting parties.
  3. 1. 3. Good cause shall be deemed to exist in particular if
    1. 1. 3.1. Epu Design fails to meet an expressly agreed completion date and allows a reasonable period of grace set by the Client to elapse without success, unless Epu Design is not responsible for the delay;
    2. 1. 3.2. one of the contracting parties grossly breaches its obligations under this contract or the respective order;
    3. 1. 3.3. insolvency proceedings are opened against the assets of the other party to the contract or the opening of insolvency proceedings is rejected due to a lack of assets.
  4. 1. 4. The termination must be made in writing.
    1. 5. If Epu Design does not receive any feedback from the employer after conclusion of the contract, Epu Design shall be entitled to remuneration for all services rendered, including services commenced. This means that if the order is terminated before the end of the contract due to a lack of feedback from the Employer, Epu Design shall be entitled to invoice for the work performed including additional work up to the time of termination of the contract.
  5. 1. 6. After termination of the contractual relationship, Epu Design shall no longer be obliged to provide the contractual services. Epu Design may, subject to agreed or statutory retention obligations, delete all of the Client’s data. The timely storage and backup of data is therefore the responsibility of the Client.

DATA PROTECTION, CONFIDENTIALITY, CHANGES TO THE GENERAL TERMS AND CONDITIONS AND FINAL PROVISIONS

Data protection
1. 1. 1. 1. The Client’s personal data shall only be collected, processed and used for the performance of the contract in accordance with these General Terms and Conditions and other contractual agreements. By concluding the contract, the Client agrees to the collection, processing and use of his data in electronic data processing systems.
  2. 1. 2. The contracting parties shall observe the relevant data protection regulations. In particular, Epu Design shall only collect, process or use personal data of third parties which the Client forwards to it or which it collects, processes and uses on behalf of the Client within the framework of the Client’s instructions. In addition, it is the Client’s responsibility to comply with the provisions of data protection law.
  3. 1. 3. The parties shall maintain strict secrecy with regard to all operational and other business information and knowledge of the other party of which they become aware in connection with the performance of the contract. This applies to all employees, if applicable to the Client’s customer as well as to third parties used by one party to fulfil the obligations arising from the contract. The obligation to maintain secrecy shall also apply after termination of the contract.

Confidentiality
1. 1. 1. 1. The Parties undertake to treat all information of which they become aware in the performance of this Agreement as confidential and to use it only for contractually agreed purposes.
  2. 1. 2. Confidential information within the meaning of this provision is information, documents, details and data which are designated as such or which by their nature are to be regarded as confidential. The obligation to maintain confidentiality does not apply to developments that are already in the public domain (are generally known, belong to the state of the art, etc.) and are therefore no longer secret or protectable. If a development becomes public at a later date, the obligation shall expire from that point in time.
  3. 1. 3. Epu Design shall treat as strictly confidential all business transactions coming to its knowledge, in particular, but not exclusively, print documents, layouts, storyboards, numerical material, drawings, tapes, images, videos, DVDs, CD-ROMs, interactive products and such other documents containing films and/or radio plays and/or other copyrighted material of the Client or companies associated with the customer. Epu Design undertakes to impose this duty of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, sound studios etc.) who have access to the aforementioned business transactions. The obligation to maintain secrecy shall apply indefinitely beyond the term of this contract.
    1. 4. The rights and obligations under this section on confidentiality shall not be affected by a termination of this contract. Both contracting parties are obliged to return confidential information to the other party upon termination of this contract or to destroy it, at the other party’s discretion, insofar as it has not been properly consumed.

Non-solicitation
1. 1. 1. 1. Neither contracting party may directly or indirectly entice away any staff from the other contracting party. In addition, the contracting parties are prohibited from hiring a staff member in any form for their own company while the staff member is still working for the respective contracting party.
  2. 1. 2. The aforementioned restrictions shall not apply if the employer in question has given its written consent to the staff member’s employment with the other contracting party. In the event of infringement, a contractual penalty to be determined on the basis of equitable considerations, but amounting to at least CHF 5,000, shall be due, unless the contracting party was not aware of the staff member’s employment with the other contracting party at the time of recruitment.

Amendment of the GTC
1. 1. 1. 1. Epu Design reserves the right to amend the GTC at any time with effect for the future. The amendment shall only be made if there are valid and objective reasons, in particular of a legal, technical and business nature, and only if the Client can reasonably be expected to accept them.
  2. 1. 2. In the event of amendments, Epu Design shall notify the Client of the amended GTC at least in text form so that the Client has two weeks to object to the amendment. In the event of an objection, the Client and Epu Design shall have the right to terminate the contract. Termination may not take place if it would unreasonably prejudice the contractual interests of the Client. If the Client does not object to the amended terms within the period, they shall be deemed to have been accepted.

Final provisions
1. 1. 1. 1. The legal relationship between the contracting parties shall be governed exclusively by Swiss law – to the exclusion of supranational law as well as Swiss, intergovernmental and supranational law of reference which does not itself refer to substantive Swiss law and which shall not apply even if the Client has its registered office and/or address abroad.
  2. 1. 2. The place of performance shall be the registered office of Epu Design.
  3. 1. 3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of Epu Design, provided the customer is a merchant, a legal entity under public law or a special fund under public law or the Client has no place of jurisdiction in Switzerland. Epu Design reserves the right to assert its claims at the legal place of jurisdiction.
  4. 1. 4. The Client may only transfer claims against Epu Design based on this contract to third parties with Epu Design’s consent.
    1. 5. Should one or more provisions of these GTC or of the contract on which they are based be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision(s) shall rather be replaced by way of supplementary interpretation of the contract by such a provision that comes as close as possible to the economic purpose discernibly pursued by the contracting parties with the invalid provision(s). The same shall apply to the filling of any loopholes.
    1. 6. Epu Design shall be entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to observance of a reasonable period of notice. Existing Clients will be notified of this by e-mail at least two weeks before the change comes into force. If the existing Client does not object within the period set in the notice of change, his consent to the change shall be deemed to have been given. In the event of an objection, Epu Design shall be entitled to terminate the contract extraordinarily on the date on which the change comes into effect. The notification of the intended amendment to these Terms of Use will refer to the deadline and the consequences of the objection or its absence.

You have questions about the terms and conditions? Feel free to contact us at info@epudesign.com.