General Terms and Conditions of digital M. (AGB)
These General Terms and Conditions apply to all contractual relationships between digital M., hereinafter referred to as digital M., and the customer.
All offers made by digital M. are non-binding.
A contract shall be deemed to have been concluded when digital M. has confirmed a declaration of acceptance or order from the customer in writing. A contract shall also be concluded when digital M. begins to execute the order.
A contract may be terminated at the end of any month subject to a three-month period of notice. Notice of termination must be given in writing.
digital M. serves clients from different, partly overlapping or identical, industries and may, for example, also serve neighbouring or similar target groups or search terms of different clients. digital M. will not give priority to the interests of one client over those of another. digital M. does not provide exclusive services for individual industries or geographical areas.
Prices & terms of payment
Invoices are due within 30 days of receipt without deduction and excluding set-off.
After expiry of the payment period, the client shall be in default without reminder. digital M. shall not be obliged to fulfil the contract in the event of default in payment, but shall be entitled to do so. The interest on arrears shall be 5 % p. a.
External costs, subscriptions and media obligations shall in principle be invoiced directly to the customer. If, exceptionally, billing is carried out via digital M., these third-party costs shall be invoiced in advance and the measures shall only be implemented after receipt of payment. In this case, digital M. shall charge a quarterly administrative fee depending on the amount of the third-party costs actually invoiced: 3 % up to CHF 5,000 (min. CHF 15) / 2 % up to CHF 30,000 / 1 % from CHF 30,000.
If the purchase of software is necessary for the fulfilment of the order, the customer shall bear the costs. For each purchase item, an administration fee of at least 20 % but no more than CHF 200 of the amount shall be invoiced.
If the customer insists on invoicing via his ERP system with invoice management, digital M. shall invoice these expenses at the contractually agreed hourly rate for project management services.
Warranty & liability
digital M. shall be fully liable to the client for direct or immediate damage caused by gross negligence or intent.
Liability for further material and financial damage, irrespective of the legal grounds, is excluded. These liability provisions apply to both contractual and non-contractual or quasi-contractual claims. Liability for indirect damage is excluded in its entirety.
digital M. shall not be responsible for the performance of auxiliary persons and subcontractors called in. Any warranty on the part of digital M. due to actual or alleged claims by third parties is excluded.
digital M. does not guarantee the services of third parties, namely media services, availability of servers, ranking positions in search engines, inclusion in directories or similar.
The client alone shall be liable for content registered or supplied by the client. digital M. shall in particular not check the rights of third parties or their legal claims to content used.
If the scope of services includes the delivery or use of hardware and/or software from third-party manufacturers, the warranty provisions of the respective manufacturers shall apply in this respect.
Intellectual property rights
Intellectual property rights, software code and all associated exploitation rights already belonging to or licensed to digital M. prior to the commencement of the contract shall remain the exclusive and sole property of digital M. The client shall not acquire any rights thereto.
Insofar as such rights are embodied in work results within the framework of the fulfilment of the contract, digital M. shall grant the client a non-exclusive, free of charge, non-transferable or sub-licensable licence of use for an unlimited period of time.
The rights of use to concept services shall remain in full with digital M. If desired, the client may acquire the right of realisation to the concept services as well as to the design services from digital M. after completion of the concept phase.
Confidentiality & data protection
If the parties have signed a confidentiality agreement, this confidentiality agreement shall take precedence over the following rules, which shall only be taken into account if the confidentiality agreement proves to be incomplete or unclear.
The client shall refrain from any enticement of persons employed by digital M. for the performance of the contract during the term of the contract and for one year after termination of the contract.
The General Terms and Conditions apply to all services, products and work offered by digital M., unless they are amended or supplemented by special written provisions expressly designated as such.
The invalidity of individual provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision which comes as close as possible to the economic purpose of the invalid provision.
The place of jurisdiction for all disputes between the customer and digital M. is at the place of business of digital M.
Contracts with digital M. are subject to Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.