General Terms and Conditions (GTC)
1. Scope
These General Terms and Conditions (GTC) govern the contractual relationship between Partner & Partner AG (the «Agency») and its customers (the «Customers», together the «Parties»), unless and to the extent otherwise agreed.
2. Quotation and Contract Formation
2.1 Quotation
The Agency prepares quotations in response to Customer enquiries. A quotation may include the project objectives, a description of the proposed services, the intended purpose and duration of use, the required schedule and the expected costs.
Costs and the expected duration stated in a quotation (the «Schedule») are estimates unless expressly guaranteed as binding. Changes to an order before or during performance and unexpected difficulties may result in different costs and a different Schedule.
The first quotation is an indicative quotation and is free of charge. The Agency is bound by the quotation for 90 days.
The quotation covers only the services expressly listed in it. Changes or additions may affect the costs or price and the Schedule.
Third-party services are generally not included but are quoted separately (see section 3.1). The quotation may nevertheless identify third-party services required for successful project delivery.
2.2 Contract Formation
The quotation also constitutes the contract. The contract between the Agency and the Customer is formed when both Parties approve it.
3. Duties of the Parties
3.1 Duties of the Agency
The Agency performs its services with due care and to the best of its knowledge and belief. It endeavours to meet the agreed Schedule.
The Agency may engage assistants and third parties to perform the contract.
3.2 Duties of Customers
Customers must provide the Agency with all information required to perform the services.
Customers must also provide, in good time and free of charge, all data, materials and any infrastructure required to perform the services.
Timely project delivery requires Customers to make all necessary project decisions within the stipulated time. This includes timely review and acceptance of interim results, timely print approval and other project steps.
4. Scope and Changes to Services
4.1 Scope of Services
The scope is determined by the services specified in the contract (the «Contractual Services»). Any agreement extending beyond the original contract text is an agreement to change the services.
4.2 Changes to Services
Any change, addition or extension to the agreed services constitutes a change to the services (collectively, «Service Changes»).
Service Changes may result in additional costs.
Minor Service Changes requested by Customers are charged on a time-and-materials basis. The Agency may estimate the additional costs. For other requested Service Changes, the Agency will issue a new quotation for the services additional to the original contract.
Author’s corrections are Customer-caused services that create additional work for the Agency, such as supplying incorrect or defective data. They constitute Service Changes and are charged to the Customer on a time-and-materials basis. Customers consent to such corrections by accepting these GTC.
5. Deadlines
Contract dates are indicative unless expressly guaranteed as binding. In adaptive or agile projects in particular, planning, including the Schedule, is only an approximate time target.
6. Acceptance and Acceptance Procedure
6.1 Delivery and General Provisions
For contracts for work, the Agency delivers the contractually owed result (the «Work») by handing it over to the Customer. If agreed, the Work may be delivered in stages (a «Partial Delivery»). The Customer must inspect the Work and notify the Agency of any defects.
6.2 Inspection and Notice of Defects
Customers must inspect delivered Works, including Partial Deliveries, immediately and notify defects immediately. Hidden defects must be reported within three days of discovery for Partial Deliveries and within 15 days of discovery for delivery of a complete Work.
All notices of defects must be made in a form permitting proof in text. Without such notice, the delivered Work or part is deemed accepted.
7. Warranty and Liability
The Agency warrants performance of the services or creation of the Work in accordance with the contract. No warranty applies to orally promised characteristics. The Agency is not liable for independently provided third-party services.
Deviations and defects must be reported within the periods and in the form stated in section 6.2. Without timely notice, the service or Work is deemed accepted.
For justified complaints, Customers are entitled to rectification. The Agency must rectify the defect within a reasonable period at its own expense.
Price reduction and rescission are excluded. Rescission is especially excluded where Partial Deliveries have been made and accepted.
All further warranty rights are excluded, expressly including liability for consequential loss caused by defects.
8. Remuneration
8.1 Fixed-Price Remuneration
Where a fixed price is agreed, remuneration is governed by the contract. Quoted prices always exclude statutory VAT.
Services excluded under section 4.1 are not included in the fixed price and are invoiced separately.
Service Changes under section 4.2 are also excluded from the fixed price and are handled under that section.
8.2 Time-and-Materials Remuneration
Unless otherwise agreed, remuneration is calculated on a time-and-materials basis.
8.3 Expenses
Materials, travel and other expenses are charged to Customers at actual cost.
8.4 Hosting / DNS Entries
Hosting, DNS-entry and certificate costs are payable in advance. Invoices are due within 30 days. Services must be cancelled in writing to buchhaltung@partner-partner.ch no later than 30 days before automatic renewal; otherwise another year will be invoiced.
9. Payment Terms
9.1 General
Invoices are issued no later than delivery of the Contractual Services. Payment is due net within 30 days unless the Agency specifies another period.
The Agency may invoice one third of the quoted amount upon contract formation (section 2.2) and one third upon delivery (section 6.1), followed by the final invoice. Each instalment is due net within 30 days.
9.2 Reduction or Withdrawal
If a Customer withdraws from a concluded contract, it must fully indemnify the Agency, including for lost profit and the Agency’s expectation interest.
If a Customer reduces an order, the Agency is entitled at least to the remuneration accrued when the reduction is announced, including proportionate profit. If the Agency provided additional capacity specifically for the order, such as additional employees or assistants, or reserved capacity cannot be used elsewhere, the Customer must reimburse the related costs including proportionate profit. If the Agency had already fully performed when the reduction was announced, full remuneration is due.
9.3 No Set-Off
Customers may not set off their claims against claims of the Agency.
10. Default
10.1 Default by the Agency
Failure to meet the Schedule does not automatically put the Agency in default, but it must inform Customers of delays. If Customer-attributable reasons prevent compliance, section 10.2 applies.
Unless the Agency is grossly at fault, it is not liable for delay losses. Misjudging technical or other difficulties, and the resulting longer solution time, is not gross fault.
10.2 Default by Customers
Customers are automatically in default when the payment periods in section 9.1 expire; no reminder is required. The Agency may suspend work, and any binding deadlines promised by it cease to apply. Customers are liable for resulting additional work.
If Customer-attributable reasons, including breach of section 3.2, prevent compliance with the schedule, Customers are liable to the Agency for additional work.
11. Intellectual Property Rights
Unless otherwise agreed, all intellectual property rights in created Works and other services are assigned to the Customer after full payment of all Works, services and outstanding Agency claims. Non-transferable moral rights remain reserved.
If intellectual property rights cannot be assigned, the Agency grants the Customer a comprehensive licence to use the created Works and other services without territorial, material, temporal or purpose limitation.
Assignment and the comprehensive licence are subject to the Agency’s use of third-party material in which it lacks full rights, such as stock imagery. Such rights cannot be assigned and no comprehensive licence can be granted; only a sublicense governed by the terms of the relevant third party or principal licensor can be granted.
12. Confidentiality
The Parties must keep confidential all information learned from one another in connection with the engagement, especially information about business events, Customers, projects and procedures, and must not disclose it to unauthorised third parties.
Confidentiality survives the Parties’ collaboration. The fact of their collaboration is not confidential.
The Agency may mention its work for Customers for promotional purposes, display or describe communications it developed on its own channels and in its advertising, and enter Customer campaigns in competitions in Switzerland and abroad.
13. Data Protection and Security
The Parties must comply with Swiss and any other applicable data-protection law and take economically reasonable, technically and organisationally appropriate measures to protect contract data effectively against unauthorised third-party access.
14. Severability
If a provision is unenforceable, invalid or ineffective, the enforceability, validity and effectiveness of the remaining provisions are unaffected.
The Parties will replace it with an enforceable, valid and effective provision that most closely reflects their original substantive and economic intent.
15. Assignment of Claims
The Agency may assign claims against Customers to third parties or appoint third parties for collection and enforcement.
16. Other Terms and Conditions
Any terms and conditions of Customers are expressly excluded. Only these GTC apply between the Parties.
17. Governing Law and Jurisdiction
The Parties’ contractual relationship is governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Exclusive jurisdiction lies at the Agency’s registered office.