Terms and Conditions

1. Terms of Contract

The following terms govern the relationship between the Client and Schnyder Werbung AG (hereinafter referred to as the “Agency”). They form an integral part of any order and, in the event of a conflict, take precedence over the Client’s general terms and conditions.

2. Written Form

Any deviation from the terms below must be made in writing.

Principles

3. Services

Within the workflow of an order, the Agency provides services (physical and digital) in the areas of marketing, communication, design, project organisation, etc. For further services, for example photography and copywriting, the Agency works according to the guidelines of the relevant professional associations.

4. Change of Services

Changes to the contractually agreed scope of services must be made in writing and require the express consent of both parties. If the change of services is likely to affect the fee or the deadlines, the Agency will draw up a supplementary quote within a period to be agreed mutually. Until the Client expressly accepts or rejects this quote, the Agency remains obliged to provide the services originally agreed. Any additional work arising from the change of services will be invoiced to the Client separately.

5. Duty of Loyalty, Trade Secrets

The Agency undertakes to carry out the tasks entrusted to it carefully, conscientiously and responsibly. It undertakes to treat information entrusted to it or developed for the Client as confidential.

6. Duty to Cooperate

The Client undertakes to support the Agency, to a reasonable and necessary extent, in the proper performance of the services owed under the contract. This includes in particular giving instructions in good time and unambiguously, providing all information required for the performance of the services on time, and naming one or more contact persons with decision-making authority regarding the subject matter of the contract.

All expenses arising in connection with this duty to cooperate are borne exclusively by the Client. If the Client fails to fulfil its duty to cooperate, or does so incompletely or late, and this causes additional work for the Agency, the Client shall pay for this additional work.

7. Copyright

The copyright to all works created by the Agency (concepts, sketches, drafts, completed projects, etc.) belongs exclusively to the Agency and is not transferred to the Client. Under no circumstances does the Agency owe the Client any compensation for this. The Client is granted only a right to use the works to the extent specified in the contract. It follows from this principle, among other things, that the Client is not entitled to make changes to the works concerned, in particular to individual design elements, without the Agency’s consent.

The Client has no claim to the release of raw data. All rights to all raw data belong exclusively to the Agency.

The Agency is entitled to state its authorship of the works it has created in a form of its own choosing.

8. Rights of Use, Scope of Use

The scope of use of the works created by the Agency follows from the purpose of the contract concluded with the Client. In particular, works created by the Agency, order documents or parts thereof that are handed over to the Client may be used exclusively within the purpose of the contract. This right of use is non-exclusive, non-transferable and limited to Switzerland, unless otherwise agreed in writing. The Client must inform the Agency of any use that lies outside the purpose of the contract; compensation at market rates is payable for such additional use.

9. Unlawful Use and Contractual Penalty

In the event of intentional or grossly negligent unlawful use of services (e.g. passing them on to third parties, exceeding the agreed rights of use, editing them without consent), the Client owes the Agency a contractual penalty of up to CHF 100,000.– in each case, depending on the severity of the individual breach. The right to assert further claims for damages is expressly reserved.

10. Software, Programming

Open source software used in the programming of websites and/or screen designs (e.g. WordPress) remains under the copyright of the respective rights holders. If the Agency programmes its own software solutions, the rights to the code belong to the Agency. Under no circumstances does the Agency owe any compensation for this.

The deadlines for maintenance and support work are agreed separately with the Client. Without an express agreement, the Client has no claim to support services. Nor can the Client derive any claims against the Agency from a lack of support.

11. Third-Party Rights

In the case of edits, adaptations or redesigns, as well as generally when using third-party works (for example design work, photos, texts, samples, electronic data, etc.), the Agency may assume, unless the Client expressly states otherwise, that authorization for such use exists and that no third-party rights are therefore infringed. The Client must ensure that, already before placing the order, it holds all rights required to carry out the order, and hereby transfers these rights to the Agency to the extent necessary to fulfill the order. The Client shall indemnify the Agency if a third party asserts an infringement of its rights against the Agency.

12. Fonts and Font Licenses

If the Agency uses paid or otherwise license-bound typefaces («fonts») for a project, it acquires – unless agreed otherwise in writing – the respective license solely for its own professional work and only within the scope of the license terms of the respective rights holder. The font license and the font files are not transferred to the Client.

The Client may use the final deliverables supplied by the Agency within the contractually agreed scope. This does not, however, create any right to receive, install, copy, edit, pass on or use the underlying font files for creating or editing further content.

If the Client wishes to use the fonts itself, through employees or through commissioned third parties – in particular for websites, apps, Office templates, presentations, social media, videos, printed matter or editable files – the Client must acquire the necessary licenses at its own expense before use and comply with the respective license terms. On request, the Agency supports the Client in obtaining them.

The Client is responsible for fonts and content that the Client or third parties commissioned by the Client provide, install, edit or use outside the Agency's services. The Client confirms that it holds all necessary rights and licenses. The Client shall indemnify the Agency, to the extent permitted by law, against third-party claims, provided the infringement was not caused by the Agency.

The Agency is not liable for claims, costs or damages arising from the Client's or a third party's independent, non-contractual or insufficiently licensed use of fonts. Mandatory statutory liability provisions remain reserved.

If a font license is obtained expressly in the name of or for the systems of the Client, its scope is governed exclusively by the license terms of the respective rights holder. Further rights of use exist only if agreed in writing.

13. External Services

Within the scope of the order and for the account of the Client, the Agency commissions third-party services that it requires to carry out the order. These third-party services are approved in advance by the Client (in accordance with the quote).

14. Default

The parties agree on schedules or individual dates in writing. Only dates confirmed in writing are binding. Once work on the order has begun, changes to dates are valid only by mutual agreement. If the Client delays the delivery of content and feedback, the dates agreed to date shift accordingly. Delays may lead to additional costs borne by the Client.

15. Author's Corrections / Author's Changes

Author's corrections and author's changes are all additional services requested by the Client that were not included in the original quote. These include in particular the delivery of data, documents or templates that are incorrect, incomplete or do not match the quote, as well as subsequent changes to the content or form of work already delivered or in progress. Such services are billed separately based on actual time and effort and are itemized transparently in the invoice.

16. Retention of Documents

The Agency is obliged to keep final artwork at its place of business for five years after completion or delivery. Beyond that, unless instructed otherwise in writing by the Client, the Agency is released from any further retention and is entitled to destroy the documents without further notice.

17. Data, Files and Documents

Once the Client has fully performed the contract, the Client is entitled to receive the final deliverables as PDF files together with the relevant documents. Handover takes place against reimbursement of a flat fee covering the costs. The Agency is entitled, at its own discretion, to archive or destroy data, drafts or documents that are no longer needed, provided no statutory retention obligation applies. The handover of final data or documents entails neither a transfer nor an extension of copyrights or rights of use. These require a separate contractual agreement.

All open files and source data (e.g. InDesign, Illustrator, Photoshop, etc.) remain the property of the Agency and are released only against separate payment or by agreement (e.g. 20% of the original production value). No liability is assumed for data loss unless there is gross negligence.

18. Contests, Competitive Presentations

The Agency may take part in:

• Contests governed by the rules of the relevant professional associations;
• Competitive presentations with identical, written terms for all participants. The compensation must be the same for all participants.

19. Individual Presentations

Compensation for individual presentations is agreed before work begins. In all other respects, the following fee provisions apply.

Fee

20. Pre-Project Meeting

An initial project meeting and the preparation of a preliminary quote are free of charge.

21. Preliminary Quote and Fee Statement

For large-scale projects, the agency prepares a written preliminary quote. The agency's fee is based on the time required and the individual hourly rate. The agency informs the client in good time of any necessary additional work resulting from changed specifications, and such work is itemised separately on the invoice.

22. Reduction or Cancellation of the Order

If an order placed is reduced or cancelled, the agency is entitled to:

• Billing for work performed to date (pro rata temporis);
• Billing for expenses and third-party services rendered;
• Compensation for all damages resulting from the reduction or cancellation.

In addition, if the order is cancelled, the agency has the right to use the work it has performed to date for other purposes. The rights of use remain entirely with the agency.

23. Billing

The agency invoices on the basis of the preliminary quote. If no such quote was prepared, the client receives a detailed invoice based on the work report.

24. Payment Terms

On completion of the assignment, the agency invoices the services rendered. The invoice is payable within 10 days without deduction. The agency is entitled to request partial payments at any time.

25. Consulting and Placement Commissions

Consulting and placement commissions in connection with obtaining quotes, placing orders and checking invoices generally go to the agency. They are passed on to the client if the agency bills the client in full for its expenses relating to the execution and supervision of production.

Approvals and Liability

26. Ready for Print and Approvals

The "ready for print" approval confirms format, design and content (including paper sample, image quality, etc.). Final responsibility for the content lies with the client. Once the client grants approval, responsibility for the content passes to the client.

If no response is received within the deadline set, the "ready for print" proof submitted is deemed approved. In urgent cases, the "ready for print" proof is sent by email and must be confirmed by the recipient.

Once "ready for print" approval has been granted, the agency assumes responsibility for any resulting errors only if they are due to an obvious error on the part of the agency.

27. Liability

The agency's liability for all damages is excluded to the extent permitted by law.

In particular, the agency is not liable for damage resulting from software it did not program entirely itself, or from the temporary or ongoing unavailability of a web service. It has no duty to review software (or parts thereof) taken over from third parties.

If the agency takes over work results from third parties (e.g. software modules, forms, etc.), the client may not assert any claims against the agency if a third party takes action against the client in connection with such work results on the grounds of an infringement of intellectual property rights.

Final Provisions

28. Severability Clause

The invalidity of individual provisions of the contract does not affect the validity of the rest of the contract. The invalid provision is replaced by a provision that comes as close as possible to it in economic terms.

29. Governing Law

The relationship between the client and the agency is governed by Swiss law.

30. Jurisdiction

The place of jurisdiction for all disputes is the registered office of Schnyder Werbung AG.

Schnyder Werbung AG
Gewerbestrasse 6, 3945 Gampel
027 932 27 14, info@schnyder-werbung.ch