1. Validity of contract
1.1. The Company ServiceLink (hereinafter referred to ServiceLink) offers its services exclusively on the basis of the following terms and conditions. This shall also apply to all future business relations, even if no explicit reference is made to them. Deviations from these and other supplementary agreements with the Client are only valid if they are confirmed in writing by ServiceLink.
1.2. Any terms and conditions of business shall not be accepted unless requested in individual cases otherwise and agreed by both ServiceLink and Client agreed in writing.
1.3. If any provision of these Terms is invalid, this shall not affect the validity of the remaining conditions and the on this basis concluded contracts. The invalid provision shall be replaced by a valid one which comes to the closest meaning and purpose.
1.4. All offers of ServiceLink are non-binding.
2. Scope of Services, Order processing and duties of the Client
2.1 The scope of the Services are limited to the deliverables resulting from the specifications in the agency agreement or a possible confirmation by ServiceLink and the briefing any possible protocol. Subsequent changes to the content should have written confirmation from ServiceLink and be within the frame determined by the Client in the performance of the contract freedom of ServiceLink require written confirmation from ServiceLink.
2.2 All services of ServiceLink (in particular, all preliminary drafts, sketches, final drawings, blueprints, copies, color prints and electronic files) are to be checked and released within three working days of their receipt by the Client. Only timely releases shall be deemed as approved by the Client.
2.3 The Client shall make timely payments and complete all information and submit documents that are necessary to ServiceLink for the provision of the service. The Client shall inform ServiceLink of all circumstances relevant to the implementation of the order of importance, even if they are known only during the execution of the order. The Client is liable to bear the overhead cost of rework for ServiceLink resulting from incorrect, incomplete, or subsequently amended by Client.
2.4 The Client is obliged to any Copyrights, Trademark rights or other rights of the documents (such as photos, logos, etc.) of third parties made available to ServiceLink for the implementation of the order. ServiceLink is not liable for infringement of such rights. Link service is availed because of such breach, the Customer ServiceLink, the company holds harmless and indemnify, and he has to replace it with all the disadvantages caused by their use of third parties.
3. Purchased services / Outsourcing to third parties
3.1 ServiceLink holds the discretion to carry out the services by itself or to serve as Erfällungsgehilfen in the provision of contractual services knowledgeable party and / or to replace such services to a "foreign power"
3.2 The appointment of a third party as a foreign power may either be on ServiceLink’s own behalf or on behalf of the Client. If it is done on behalf of the Client, ServiceLink is entitled to give consent only upon ensuring necessary qualifications of the third party.
3.3 If availing external services, either by ServiceLink or Client, it is to be ensured that the foreign power are not agents of ServiceLink
4.1 Any delivery or performance shall be understood to be binding unless explicitly agreed as approximate and not binding. All confirmation of binding appointments must be recorded in writing by ServiceLink.
4.2 In the event of any delays in delivery/ performance from ServiceLink due to reasons such as force majeure and other unforeseeable circumstances, by reasonable means unavoidable events, ServiceLink holds the right to revise the deadlines and project execution duration based on the obstacle. In case of such continued delays beyond two months, the Client and ServiceLink are entitled to withdraw from the contract.
4.3 If ServiceLink is in default, the customer can only withdraw from the contract after it has ServiceLink set a grace period of at least 14 days and this period has elapsed. Claims by the Client for damages, non-performance or delay are excluded, except upon proof of intent or gross negligence.
5. Early resolution
5.1 ServiceLink is entitled to terminate the contract with immediate effect for important reasons. An important reason in particular, when
a) the performance of the service is impossible for reasons for which the Client is responsible or is delayed further despite setting a grace period of 14 days
b) Customer continues, despite a written warning with a grace period of 14 days against material obligations under this Agreement, including payment of an amount due or made cooperation obligations, breach.
c) legitimate concerns about the credit worthiness of the customer and these are guaranteed at the request of ServiceLink neither advance payments before performance of the ServiceLink a suitable security;
d) about the Client's assets, a bankruptcy or composition proceedings instituted or an application for opening of insolvency proceedings is dismissed for lack of assets, or if the customer suspends payments.
5.2 The Client is entitled to terminate the agreement for good cause without respite. An important reason is particularly present when ServiceLink continued breach despite a written warning with a grace period of 14 days to remedy the breach of essential contractual terms of this Agreement.
6.1 Unless otherwise agreed by ServiceLink, the fee claim arises for each individual service as soon as it was rendered. ServiceLink is entitled to demand advance payments to cover its expenses. From a volume with an (annual) budget of SFr 6,000, or those that extend over a long period of ServiceLink is entitled to interim or advance billing invoices to create or retrieve a down payment.
6.2 The fee is the net fee additionally to VAT at the statutory rate. Lack of agreement in individual cases has ServiceLink, for the services provided and the transfer of copyright and trademark law rights, entitled to fees in the customary amounts.
6.3 All services of ServiceLink which are not expressly settled by the agreed fee will be paid for separately. All out of pocket expenses arising for ServiceLink are to be reimbursed by the Client.
6.4 Estimates of ServiceLink are non-binding. If it is anticipated that the actual cost of the writing of the estimated ServiceLink exceed by more than 15% link service will inform the customer of the higher costs. The cost overrun is deemed approved by the Client, if the Client does not object in writing within three business days after this notice and at the same time announces cheaper alternatives. If it is a cost overrun to 15% is a separate notification is not required. This estimate is exceeded by the Client from the outset to be approved.
6.5 For all the works of ServiceLink that is for some reason not always put into execution by the Client, due ServiceLink the agreed remuneration. With the payment of the premium, the customer shall acquire any rights of use already completed work, not executed concepts, drafts and other documents are to be reset immediately of ServiceLink below.
7. Payment, Retention of Title
7.1 The fee is due immediately upon receipt of the invoice without deduction, unless special payment terms are agreed in writing in the individual case. This also applies to the further settlement of all cash expenses and other expenses. The delivered goods remain of ServiceLink to full payment of the fee includes all extra liabilities in the ownership of ServiceLink below.
7.2 If the Client delays payment, the statutory default interest in the amount applicable to business transactions. Furthermore, the Client is obliged in case of late payment, the ServiceLink for any costs and expenses of collection, unless they are necessary for the proper pursuit to replace. This at any rate includes the cost of two reminders at the commercial rate and a reminder of a lawyer in charge of the collection. The assertion of further rights and claims shall remain unaffected.
7.3 In case of default on behalf of Client, ServiceLink can all, in other due immediately with the customer contracts concluded and services provided partial services. Furthermore, ServiceLink is not obligated to provide further services until payment of the outstanding amount. If the payment in installments, then link service reserves in the event of non-timely payment of installments or ancillary claims the right to demand immediate payment of the entire outstanding debt (time loss).
7.4 The Client is not entitled to set off its claims against claims of ServiceLink, except the requirement of the Client has been accepted in writing by ServiceLink or a court of law.
8. Ownership and Copyright
8.1 All services of ServiceLink, including those from presentations (eg, suggestions, ideas, sketches, preliminary drafts, scribbles, artwork, concepts), just parts of it remain, as do the individual workpieces and design originals owned by ServiceLink and can of ServiceLink at any time - be recovered - particularly in termination of the contract. The customer acquires the right to the payment of the fee for the agreed purpose of use. The acquisition of utilization and exploitation rights to benefits of ServiceLink is in each case, the full payment of the fees for services provided by the link below into account.
8.2 Changes or edits of benefits of ServiceLink, in particular their development by the customer or by third parties acting on behalf of these, only with the express consent of ServiceLink and - allowed the author - provided that the services are protected by copyright.
8.3 For the use of services that go beyond the purpose and scope of use originally agreed, is - regardless of whether that service is protected by copyright - the consent of ServiceLink required. This is what ServiceLink and the author of a separate equitable remuneration.
8.4 Also the consent of ServiceLink necessary is for the use of services of ServiceLink or by advertising for the ServiceLink developed conceptual or design templates is whether this performance is copyrighted or not after the Serves performance contract.
9.1 ServiceLink is entitled to refer to all advertising and promotional activities on all service and possibly link to the author without the customer being entitled to a compensation claim.
9.2 ServiceLink is subject to any time possible, written revocation of the authority entitled to draw their own advertising and in particular on its website with company name and logo on the existing business relationship with the Client (Reference Note).
10.1 The Client has any defects immediately thereof in writing to any event within eight days of delivery / service by ServiceLink, hidden defects within eight days after recognizing, describing the fault, otherwise the performance is considered approved. In this case, the assertion of warranty and claims for damages and the right to challenge errors is excluded due to defects.
10.2 In the case of justified and timely complaint, the Client has the right to repair or replacement of the goods / services through ServiceLink. Link service will remedy the deficiencies within a reasonable time, the customer ServiceLink provides all necessary for investigation and corrective measures. ServiceLink is entitled to refuse to improve the performance when it is impossible or for ServiceLink with a disproportionate effort. In this case, the Client is entitled to statutory conversion or reduction rights. In case of improvement, it is up to the Client to perform the transmission of the defective (physical) thing at his expense.
10.3 It is the responsibility of the customer to check the performance of their law to perform particular competition, trademark, copyright and administrative admissibility. ServiceLink is not responsible for the accuracy of content, if they were prescribed or approved by the principal.
10.4 The warranty period is six months from delivery / service. The Client is not entitled to withhold payments because of defectiveness.
10.5 Any warranty is void if the customer changes the service provided by the site link or altered in any form. The same applies to defects caused by operator error.
11. Obligations and product liability
11.1 In cases of slight negligence, liability of ServiceLink for equipment or property damages to the Client excluded, regardless of whether it is or to direct or indirect damages, lost profits or consequential damages, damages for delay, impossibility, breach, negligence in contracting, due to poor performance is incomplete. The existence of gross negligence, the injured party has to prove.
11.2 Any liability of ServiceLink for claims that are levied on the basis of services provided by ServiceLink (eg advertising measure) against the customer, is explicitly excluded where ServiceLink has fulfilled its duty to warn or such was not recognizable to them, and negligence can not be hurt. In particular, ServiceLink is not liable for lawsuit costs, attorneys' fees or costs of the principal judgment of publications, or for any claims for damages or other claims of third parties, the Client has to hold ServiceLink harmless and indemnify this regard.
11.3 Client claims for damages expire in six months from the knowledge of the damage, but in any case, it cannot be more than three years from the act of infringement of ServiceLink. Claims for damages are the amount of the net - limited contract value.
It is explicitly agreed that ServiceLink shall identify the client as announced by the Client data (name, address, email, credit card data, and data for account transfer) determined using automated for the purpose of contract fulfillment and service to the client. This shall also be applicable for ServiceLink’s own advertising purposes, stores and processes. The Client agrees that electronic mail will be sent to him for advertising purposes until further notice.
13. Applicable Law
This contract and all others derived from the mutual rights and obligations and claims binding service and the Client are governed by Swiss law.
14. Place of performance and jurisdiction
14.1 The place of performance is the registered office of ServiceLink. In shipping, risks involved passes to the Client as soon as ServiceLink hands over the deliverables/goods to your chosen carrier.
14.2 The place of legal jurisdiction for all disputes is the one that is mutually agreed between the Customer ServiceLink as the seat of competent law and the same shall be applicable for all legal disputes arising in connection with this contract.
Reinach (BL), 2013