GENERAL TERMS AND CONDITIONS
screenpro AG / relevant, version: May 2020 in addition to the General Terms and Conditions of screenpro AG
SCOPE OF APPLICATION
1.1 These General Terms and Conditions (GTC) shall apply to all orders, offers, deliveries and services carried out by screenpro AG and/or relevant (hereinafter"relevant"). They apply to each creative phaseand especially to digitally generated products.
1.2 They are deemed to be agreed upon on acceptance by the customer of the offer provided by relevant or on acceptance by the customer of the delivery or service from relevant.
1.3 Within the framework of an ongoing businessrelationship, the GTC shall apply to all future orders, offers, deliveries or services carried out by relevant, even without express approval.
RELEVANT'S SERVICES AND RIGHTS
2.1 relevant provides services in the areas of motion branding (incl. concept, film, photo, animation and audio production), communication (incl. editorial communication strategies, live communication and newsroom) and interaction and experience design (incl. touch applications for fixed installations/touchscreens, technology-based content production and stage shows). The detailed description of the services to be provided can be found in the tender documents, briefings, project contracts and their annexes, project plans/calculations and performance specifications as well as mailings.
2.2 relevant offers workshops in the field of content production and editorial content planning for groups of up to six people. The content is individual and shall be customised and adapted to participants needs.
2.3 relevant reserves the right to provide servicesto customers from the same or related industries without giving preference to interests or setting priorities.
2.4 The GTC and in particular the rights of use to relevant's work apply to end customers and client sin the same way. The rights of use cannot be transferred or modified.
2.5 Design proposals or concepts commissioned by the customer are independent services that are tobe paid for.
2.6 As a general principle, relevant has creative freedom in the execution of the agreed service (relevant may determine the content according to its own judgement).
2.7 Any change and/or addition to the contract and/or its components shall be made in writing. The customer shall bear any additional costs arising from this.
2.8 After execution, the client may request small amendments free of charge as part of a proofing stage. If the client is not the end customer / there is no direct customer contact with relevant and unless agreed otherwise, the right to one round of proofing only is also included. For both parties together.
2.9 Any additional services shall be charged according to the time and effort involved. Requests, major changes, etc. may be tacitly charged as anadditional cost of up to 50% of the regular price. The client may not use a possible delay in delivery as the basis for claims. If the production falls behind, relevant may demand an advance payment / partial payment of up to 50% of the total price. relevant is entitled to refuse content requested by the client or to renegotiate the conditions for this.
2.10 Discarded ideas may not be further used by the client (in accordance with section 4.3).
2.11 relevant manages commissioned media planning projects to the best of its knowledge and belief on the basis of the media documents available to it and generally available market research data. The agency is not liable to the customer for a certain amount of advertising success through these services.
2.12 relevant undertakes to take into account all privileges, special conditions and discounts in the interests of the client in the media placement and topass these on to the customer.
2.13 Freelancers, partners or third parties broughtin by relevant are contractors of relevant. The client undertakes not to commission these employees, who are employed by relevant in the execution ofthe order, with projects either directly or indirectly during the 12 months following the conclusion of the order without the involvement of relevant. relevant is not liable for delays, errors or even for a complete failure by the commissioned third parties. relevant always endeavours to carefully select its partners, employees and those assisting with the execution of the work in question and to check the quality of existing references.
RIGHTS AND OBLIGATIONSOF THE CLIENT
3.1 The client is responsible for ensuring that the persons, objects and places required for the execution of the order are available and/or accessible.
3.2 If the client does not comply with the obligation (as per section 3.1) or postpones a recording session less than 48 hours before the scheduled time, the client is liable for reimbursement of the costs already incurred and third-party costs.
3.3 In addition, relevant is entitled to compensation amounting to 50% of the agreed fee for the recording session. If the cancellation is made less than 24hours before the scheduled time, relevant is entitled to 100% of the agreed fee.
3.4 The client guarantees that he has all necessary rights to all content used in an order (images, music, location, persons depicted, etc.). He shall indemnify relevant in full against any claims by third parties and any expenses incurred in connection there with.
3.5 Furthermore, the client is responsible for the correctness of the content and compliance with legal regulations.
3.6 The aforementioned provisions shall remain inforce even in the case of publication via a relevant channel.
3.7 The client undertakes to cooperate in the processing of the order according to the circumstances and to provide the necessary resources (data, information, dates, documents, etc.) in good time and free of charge.
3.8 All work documents are handled by relevant with care, protected from being accessed by third parties, used only for the preparation of the respective order and are returned to the customer after completion of the order if desired.
3.9 In the event of insufficient availability of resources, relevant is entitled to carry out the service at its own discretion and according to its own capabilities and tacitly charge any additional costs of up to 50% of the regular price.
3.10 If essential content of the order cannot be implemented or can only be implemented with considerable additional expenditure due to a lack of cooperation, relevant is entitled to discontinue the service completely. In this case, the client shall compensate the expenses incurred / the disadvantage suffered with at least 50% of the total price (minimum flat rate).
3.11 Delays in delivery caused by lack of cooperation may not be objected to by the client. If production is delayed, relevant may demand an advance payment / partial paymentof up to 50% of the total price.
3.12 The client shall prove he has duly cooperated, by means of written correspondence / evidence if required.
RIGHTS OF USE
4.1 The client and the end customer acknowledge thatthe files and concepts supplied and produced by relevantare copyrighted works within the meaning of theCopA (Federal Copyright Act of 9 October 1992 (as of 1April 2020)). Thus, the copyright to all products created ine course of the service is owned by relevant.
4.2 The end customer may only use the work for the purpose of the agreed service and for the agreed duration. The material may not be changed or passed on to third parties without written consent. The conditions for further rights of use are to be regulated by contract (inwriting).
4.3 Upon delivery and payment of the work, the endcustomer acquires a license to use the work within the agreed scope. This does not include sublicensing by the end customer to third parties or to the client – unless this is the same party – such as for self-promotion.
4.4 Concepts, raw files, project files, drafts, etc. may not be reused and shall be returned or deleted upon request. relevant does not have to surrender, show or keep the afore mentioned material.
4.5 In the event of use contrary to the agreement, the customer is obliged to pay relevant a licence fee.
4.6 Exclusive rights and blocking periods in favour of the customer shall be agreed and remunerated separately.
4.7 Modifications of the image material by analogue ordigital composing or montage for the purpose of producing a new copyrighted work are only permitted with the prior written consent of relevant.
4.8 The image material may not be copied, reconstructed, photographed or filmed.
4.9 If the work is used outside of the usual purpose of use, the customer must ensure that due credit is given.
4.10 relevant and commissioned third parties may use all the works produced for self-promotion and cite the customer and the work carried out for the customer asa reference, in particular, in written or electronic form (website, social media).
4.11 relevant may appropriately mark all created works for the purpose of self-promotion and protection. The client may be requested to credit relevant. All work may be presented to the public by relevant in all media (also in modified form). In this case, too, the rights listed in section 3.4 are granted by the client to relevant. Work carried out for the client may be reported on.
DELIVERY AND STORAGE
5.1 The finished work is usually delivered in digital formatonline for download or, in the case of productions,installed accordingly for the technology used. The clientis required to download and archive the data within fivedays. Costs for other media / delivery forms (e.g. harddisks) shall be charged additionally, or the conditions for this are to be regulated separately.
5.2 The client bears all risks in the transport / dispatch of goods (transport insurance is the responsibility of the client).
5.3 The client is generally responsible for the functioning of the work in the desired medium.
5.4 The client may not use marginally missed delivery dates or delivery dates missed due to force majeure as the basis for claims.
5.5 Completed digital works are archived by relevant for at least one year. For important reasons, the material shall be reissued to the client during this period, in complex cases against payment of a fee. Further data security is the responsibility of the client.
5.6 All work documents, electronic data and records which are produced by relevant in the course of processing the order shall remain with relevant. The surrender of these documents and data may not be demanded by the client. relevant is liable for providing the agreed service with payment of the agreed fee, but not the intermediate steps leading to this result in the form of sketches, drafts, production data, etc.
DEFECTS AND WARRANTY
6.1 The client shall check a work on completion or a product upon receipt. Any errors shall be reported within five working days. After expiry of this period, the delivery shall be deemed to have been approved.
6.2 Slight deviations in content and style from underlying concepts / drafts are considered to be foreseeable and may not be claimed as a defect.
6.3 The quality and quantity of the material depends onthe local and temporal conditions. Complaints may not be submitted regarding reductions due to unfavourable light, difficult weather conditions, space, etc.
6.4 Complaints regarding the artistic design are excluded.
7.1 relevant is only liable for deliberate and grossly negligent behaviour. This also applies to liability for defects.
7.2 The limitation of liability (according to section 7.1) also applies to the conduct of relevant employees and auxiliary persons
7.3 In the event of claims against relevant by third parties (pursuant to section 3.4) who have given their consent to the customer for the use of the image material, the customer shall assume the claims for damages and legal costs in the event of a dispute.
7.4 The image material may not be used in a way that distorts the meaning. The client is also responsible for the correct textual content of the image material.
7.5 The risk of the legal admissibility of the measures developed and implemented by relevant is borne by the client. This applies in particular in the event that the actions and measures violate provisions of competition law, copyright law and special advertising laws. relevant, however, is obliged to point out legal risks, insofar as it becomes aware of these in the course of its activities. The client shall indemnify relevant against claims of third parties if relevant has acted at the express request of the client, although it has informed the client of concerns regarding the permissibility of the measures. The notification of such concerns by relevant to the client shall be made immediately after they become known in writing (email is permissible). If relevant considers it necessary for a particularly competent person or institution to examinea measure to be carried out from a competition law perspective, the costs of this examination shall beborne by the client after consultation with relevant.
7.6 relevant is on no account liable for the factual statement sabout the customer's products and services contained in the advertising. relevant is also not liable for the patent, copyright and trademark protection or registrability of the ideas, suggestions, proposals, concepts anddrafts supplied within the scope of the order.
8.1 Unless agreed otherwise in writing, invoices from relevant are to be paid within 10 days (including VAT) in Swiss francs.
8.2 relevant is entitled to demand interest on arrears at arate of 6% per calendar year in the event of late payment.
8.3 relevant shall invoice the customer for the services on the basis of the quotation, unless otherwise agreed in writing. Additional expenses shall be invoiced separately.
9.1 relevant may withdraw from the contract at any time for important reasons such as late payment by the customer, unreasonable changes since the confirmed offer, failure to cooperate on the part of the customer, etc.
9.2 In the event of cancellation on the part of the customer, partial cancellation of the contract or if the order is made impossible by external circumstances after confirmation of the order, the client is liable for the expenses already in curred and bookings made, such as fees, rentals, third parties, etc. at full price.
PLACE OF JURISDICTION
10.1 Swiss law shall apply exclusively to all disputes arising from the contractual relationship. The place of jurisdiction for both parties is the competent court at the registered office of screenpro AG / relevant in Volketswil.