- Scope of application
1.1. The present General Terms and Conditions (hereinafter referred to as the “General Terms and Conditions”) shall apply to all current and future contractual relationships of YOVEO AG. General terms and conditions of business of the partner of YOVEO AG (hereinafter referred to as the “Customer”) shall be part of the contract only with the express written consent of YOVEO AG. The current General Terms and Conditions shall also apply if YOVEO AG provides unconditional services in the knowledge of conditions that contradict or deviate from these General Terms and Conditions.
- Offers, directives and conclusion of contract
2.1. In principle, written offers or instructions are submitted to the customer before conclusion of the contract.
2.2. Contractual relationships between customers and YOVEO AG come about by declaration of acceptance of the (indicative) offer by the customer (alternatively also by e-mail) and always on the basis of the present GTC. YOVEO shall be entitled to accept and execute oral orders submitted by the Customer.
2.3. The Customer acknowledges that all dates contained in the (guideline) quotation of YOVEO AG are not binding unless otherwise explicitly stated in the (guideline) offer. Bindingly declared dates were estimated by the date of the (indicative) offer and may be delayed depending on the date of the order assignment by the customer.
2.4. The customer acknowledges that (prior) quotations are based on the state of the art at the time of the forwarding of the quotation. Technological and / or regulatory changes (for example, technical changes or changes to third-party usage rules) may lead to delays and additional costs for the customer. If the changes make the realization of agreed solutions impossible, YOVEO AG will endeavor to offer alternative solutions. The work done up to then has to be paid for by the customer.
3.1. The quotations included in offers are approximate prices (in CHF and excl. VAT), unless explicitly stated otherwise. Additional costs of up to 10% are to be borne by the customer. If it is foreseen that the actual costs exceed the costs stated by YOVEO AG in the quotation by more than 10%, YOVEO AG will point this out to the customer as early as possible. Additional costs are deemed to be approved by the customer, if the customer does not object in writing within four days after the notice has been given. The parties will then discuss the further implementation of the project in good faith.
3.2. The price quotations included in the cost estimates (directional appointees) are non-committal guide prices (in CHF and exclusive of VAT), unless explicitly stated otherwise. The actual effort is decisive.
3.3. If, within the scope of the order processing, the contractually agreed scope of services expands, YOVEO AG will prepare a cost estimate and a new (indicative) offer. The costs for services rendered up to then have to be paid by the customer.
3.4. Consumables, expenses and third-party licenses (hereinafter referred to as “third licenses”, for example audio licenses) are not included in the estimated costs and will be billed by YOVEO AG at normal market conditions and invoiced to the customer. The customer will reimburse YOVEO AG for the expenses and expenses incurred in connection with the order processing. Travel times are charged at 50% of the regular hourly rate of YOVEO employees. Special services – such as research, training and support – are billed to the customer according to the time required.
3.5. For business trips in Germany and abroad, all employees are entitled to use first class on the train. Expenses for the use of a company vehicle are charged at CHF 0.85. If catering costs are incurred during the execution of the order, lump sum charges are charged (lunch: CHF 20.-; dinner: CHF 30.-).
3.6. The customer is obliged to ensure clear and efficient project management and to ensure communication in a bundled form. Project delays and additional costs which are attributable to an infringement of this obligation or to other omissions by the customer shall be borne by the customer.
- Payment conditions
4.1. Invoices from YOVEO AG are due for payment within 30 days from invoice date.
4.2. If the customer is in default with a payment for more than 6 weeks, YOVEO AG has the right to terminate all current contracts and / or to suspend the performance of agreed services. Work already done will be invoiced. In the case of a delay of payment after completion of the order, YOVEO AG may refuse the customer access to a video platform or streaming products.
4.3. Insofar as YOVEO AG has not consented in advance and in writing, the settlement of any claims by the customer against YOVEO is excluded.
4.4. Depending on the order volume, YOVEO AG is entitled to make an advance payment. This option as well as the size of the amount will be determined beforehand as part of the quotation process.
- Involvement of third parties
5.1. YOVEO AG is entitled to carry out the work itself, or to transfer it to a third party.
5.2. YOVEO AG is entitled to conclude contracts with third parties in the name and on the account of the customer insofar as the relevant costs are included in the quotation.
- Data and other documents
6.1. If YOVEO AG is not responsible for the production, YOVEO AG shall provide the data, data records, information and documents necessary for the execution of the order, e.g. Images, sound, texts, video, software, address data, domain names, trademarks, etc. (hereinafter referred to as “Materials”) free of charge and for further processing.
6.2. Both parties retain the ownership and all rights to the materials handed over and the receiving party is guaranteed to use the materials exclusively for the purposes necessary for the cooperation. Leased materials shall be returned after the end of the collaboration or – if they are electronic materials or copies made – to destroy.
6.3. The customer shall inform YOVEO AG of special (technical) requirements as well as on legal, official and other regulations, as far as these are relevant for the development and use of the work results. Any additional costs resulting from such regulations and regulatory conditions of YOVEO AG shall be borne by the customer.
6.4. The customer is obligated to create and maintain a secure copy of the data given to YOVEO AG. YOVEO AG is not liable for lost data.
7.1. The parties undertake to provide each other with all technical and economic information which is exchanged in connection with their business relationship and which is not publicly accessible, (“Protected Information”), even beyond the end of the co-operation, and to disclose it to third parties only in order to fulfill the orders awarded.
7.2. The parties shall be concerned that their employees and third parties, to whom protected information is provided, are subject to at least the same obligation of secrecy.
7.3. YOVEO AG has the right to use the customer and the completed projects as a reference.
- Rights of use
8.1. With the payment of the services of YOVEO AG, the customer is finally granted the non-exclusive and non-transferable usage rights to the developments made by YOVEO AG (graphics, software, web applications, videos etc., hereinafter “products”). The customer’s right of use is limited to use for the contractually agreed purposes and includes the right to reproduce and alter the products delivered for their own use. Any further use requires the prior written consent of YOVEO AG. The customer is not entitled to publish source data (source codes, open image and layout files, etc.). The customer acknowledges that – as far as YOVEO AG grants third-party licenses – its rights of use of the products are subject to the provisions of the third-party licensor and can be restricted accordingly.
8.2. YOVEO AG has the right to offer references to its origin on products, and on web applications with a linked reference.
8.3. The (partial) use of the concepts, work, achievements and ideas presented or handed over by YOVEO AG with the aim of a subsequent contract conclusion – regardless of their copyright protection – requires the prior and explicit approval of YOVEO AG. Also, the payment of a presentation fee to YOVEO AG does not confer any rights of use of the content of such presentations.
- Warranty and liability
9.1. After delivery, the customer will immediately check the product and notify YOVEO AG of any faults or faults in writing within 14 days at the latest. There is no right to a refusal to pay. The product shall be deemed to have been accepted by the customer after unused expiry of this period or in the case of complaints which do not impair the functionality of the product. Should YOVEO AG be liable for material or legal deficiencies which could affect the functionality of the product, YOVEO AG will, at its choice, remedy the defects or reduce the agreed remuneration. If rectification or reduction is unsuitable or not possible, the customer has the right to withdraw from the contract. Replacement by the customer is excluded.
9.2. It is not possible to draw attention to the performance of YOVEO AG in the context of the freedom of design and creativity (concepts, designs, layout proposals, etc.). In this regard, YOVEO AG undertakes to exercise due diligence and carry out the tasks entrusted to it to a standard of quality that corresponds to the current state of technology.
9.3. Not to be covered by YOVEO AG are defects, which are due to force majeure, improper handling, excessive use, unsuitable equipment or extreme environmental influences, interferences of the client, modifications of the product itself caused by the client itself, viruses (worms, etc.). If the product is damaged, modified or impaired by improper use, overloading, unsuitable operating equipment, extreme environmental influences or effects of the customer or employees and assistants or third parties (eg viruses, worms, etc.), the guarantee obligation and liability of YOVEO AG expires automatically.
9.4. Representations and possibilities for the technical implementation of web-based solutions can vary widely depending on the device, browser and browser version. YOVEO AG guarantees the visualization and browsing functionality of the developed web-based solution only when this has been agreed in writing.
9.5. The customer guarantees to have all the necessary materials in respect of all YOVEO AG for the rights necessary for the contractual use by YOVEO AG. The customer undertakes to indemnify YOVEO AG in full from all claims of third parties and associated costs incurred in connection with YOVEO AG.
9.6. Unless explicitly agreed, YOVEO AG does not guarantee that the product meets the requirements and the purposes of third parties or cooperates with other programs selected by third parties. Similarly, YOVEO AG does not guarantee that the products or services provided will enable the customer to achieve the intended economic or other purpose.
9.7. The liability of YOVEO AG and its auxiliaries for all damages, in particular consequential damages, against the customer is excluded within the legally permissible scope.
- Contract resolution
Unless otherwise agreed, the customer can withdraw from the contract at any time. If the customer makes use of this right, he shall indemnify YOVEO AG for the work already performed and indemnify YOVEO AG in full.
- Final provisions
11.1. Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity and enforceability of the remaining provisions in any way. In this case, the parties undertake to replace the ineffective regulation with a legally effective replacement provision that is as close as possible to the economic intentions of the original regulation.
11.2. Amendments and additions to, and deviations from, these General Terms and Conditions must be made in writing (e-mail is sufficient).
11.3. Force majeure, labor disputes, unrest, official measures and other unpredictable, unavoidable and serious events shall release the contractual partners from the performance obligations for the duration of the disturbance and to the extent of their effect.
11.4. During the duration of the cooperation as well as for two years beyond its termination, the customer will not, directly or indirectly, recruit, hire or commission any employees of YOVEO AG without the consent of YOVEO AG.
11.5. All agreements between the parties are exclusively subject to Swiss substantive law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Convention on Contracts for the International Sale of Goods).
11.6. Exclusive courts of law are the ordinary courts in Zurich, Switzerland. YOVEO AG has the right to assert any claims against the customer also at its domicile.
Version of 4 June 2015 / YOVEO AG Zürich