The following General Terms and Conditions (GTC) apply to all legal transactions of Mindnow AG, hereinafter referred to as "Mindnow", with its contractual partners, hereinafter referred to as "Customer", and regulate their legal relationship. They shall be considered an integral part of an order.
Any terms and conditions of the customer deviating from these GTC will only be accepted by Mindnow after separate and written acknowledgement.
Mindnow reserves the right to modify these TOS at any time without notice, unless otherwise announced with immediate effect.
The digital agency Mindnow provides services within the workflow of an assignment in the areas of consulting, digital strategy, design and agile product development.
Mindnow acts towards third parties (for example, advertising suppliers, printers, publishers) on behalf and in the name of the customer. Invoices from third-party suppliers are issued in the name of the customer and sent to Mindnow for checking and forwarding.
Within the scope of the order and for the account of the client, Mindnow shall arrange for third-party services that are required for the realization of the order. These third party services will be approved by the client in advance (according to the offer). Exception: this third party service is included in the fee paid to Mindnow, in which case approval by the client is not required.
Unless otherwise agreed between the parties, payments are due within 30 days of the invoice date. In the event that payment is overdue after 60 days, Mindnow shall be entitled, without further reminder, to interest on arrears in the minimum amount of the statutory interest on arrears. The right to claim further damages remains unaffected by this provision.
Offsetting of the customer's claims against those of Mindnow is not permitted.
Dunning costs and the costs - including out-of-court - of legal investments shall be borne by the customer.
If a lump-sum price is not expressly agreed, the customer shall pay for the effective effort (incl. expenses). The effective effort will only be charged after delivery of the order result, unless otherwise agreed in writing.
Mindnow may invoice the customer for partial payments. These partial payments do not have to be in a form usable by the customer and may also be available as a mere working basis on the part of Mindnow.
In the event of withdrawal from the contract or termination prior to the conclusion of the contract and/or if the conditions for the provision of the service change, Mindnow shall be reimbursed by the customer for all costs already incurred and Mindnow shall be released from any liabilities to third parties.
All prices stated in offers and orders and the resulting fees to be paid are exclusive of the legally valid value added tax at the respective applicable rate.
Objections to Mindnow's invoices must be raised immediately upon receipt of the invoice, but no later than 10 days after the invoice date, without affecting the due date. Failure to raise objections in due time shall be deemed to constitute approval.
In connection with the order, any expenses incurred will be discussed with the customer and invoiced separately. This also applies to additional project costs such as photo licenses, printing, reproductions, etc.
IV. Intellectual property
The copyrights to all works created by Mindnow (concepts, sketches, designs, developments, programming code, realized projects, etc.) belong to Mindnow. It may dispose of these rights in accordance with the provisions of the Federal Law on Copyright and Related Rights of October 9, 1992. It follows from this principle, among other things, that the customer is not entitled to make changes to the works in question, in particular to individual design elements, without Mindnow's consent. Mindnow is entitled to designate its authorship of the works it has created in a form to be determined by Mindnow.
In principle, the rights of use agreed per order and contract shall not pass to the client until the fee has been paid in full. The scope of use of the works created by Mindnow is determined by the purpose of the contract concluded with the client. In particular, works created by Mindnow, order documents or parts thereof, which are handed over to the customer, may be used exclusively within the scope of the agreed order. Unless otherwise agreed, this right of use is unlimited in time and excludes any use outside the purpose of the contract as well as the release of raw data. However, the parties may negotiate any use outside the purpose of the contract as well as the release of raw data. For any use outside the purpose of the contract, the customer shall inform Mindnow and compensate Mindnow accordingly for the additional use.
If open source software (e.g. WordPress, libraries, frameworks, etc.) is used for programming websites, web and mobile applications and/or screen designs, the copyrights to these remain with the creator. If Mindnow programs its own software solutions, the rights to the code remain with Mindnow. The deadlines as well as compensation for maintenance and support work will be specifically agreed with the client and are never, unless explicitly agreed, part of an order. [object Object]3. Mindnow reserves the right to publish the works developed for clients in an appropriate way for self-promotion, namely in professional articles, books, social networks, contests, or as a project report or blog article on the website www.mindnow.io.
Mindnow expressly reserves the right to name the customer as a reference. Even after project completion, such work reference may not be removed by the customer, except in the case of a complete new development by another service provider. In such a case, it is not allowed to further use any work of Mindnow or to present it as work of a third party.
The transfer of granted rights of use to third parties and/or multiple uses are subject to a separate fee, unless regulated in the initial order, and require the written consent of Mindnow. Mindnow is always entitled to information about the scope of use.
In the case of adaptations, adaptations or redesigns of third-party works (for example, design work, photos, texts, samples, electronic data, etc.), Mindnow may assume, without any express indication on the part of the client, that the authorization for such uses exists and that accordingly no third-party rights are infringed.
Mindnow assumes no liability for services provided by third parties. Liability for auxiliary persons is excluded.
Mindnow's liability is limited to intent and gross negligence.
Mindnow is not liable for content and materials provided by the customer, such as images, texts or similar.
Printouts, test setups, etc. are to be checked for correctness by the customer immediately upon receipt; a good to print or good to screen is a binding declaration of the correctness of the service results concerned.
The risk of legal admissibility of the work performed by Mindnow is fully borne by the customer.
Mindnow makes no guarantees of success.
Mindnow does not assume any warranty for services provided by third parties. Any warranty claims will be assigned to the customer.
Any defects in relation to Mindnow's services must be reported by the customer in writing and documented within 10 days of delivery of the product concerned. The notification of defects in due time and form is a prerequisite for the assertion of claims for defects against Mindnow.
Significantly impairing and reproducible deviations from the performance features and functionalities described in the offer or specifications shall be deemed to be defects. In contrast, conceptual or technical changes within the scope of implementation are reserved at any time.
Mindnow does not provide any further warranty for the functionality, faultlessness, suitability or other properties of the delivered service results.
After notice of defects has been given in due time and form, defective service results shall either be replaced or the defect complained of shall be remedied, at Mindnow's option and at Mindnow's expense. Reduction is only permissible after unsuccessful rectification of the defect. Redhibition is excluded. Any liability for consequential harm caused by a defect, such as loss of data, loss of business, loss of profit, etc., is, to the extent permitted by law, excluded in its entirety.
Any right of the customer to claim for defects shall lapse if the relevant service results are modified or repaired without Mindnow's consent, by the customer or a third party, or if the product has been improperly handled, operated and maintained.
Mindnow is obligated to digitally store order documents, final artwork, data, etc. for a period of three years after completion or delivery. Beyond this, it shall be exempt from further storage unless otherwise instructed in writing by the client.
The parties shall treat as confidential all information that is neither generally known nor generally accessible. In case of doubt, information shall be treated confidentially. This duty of confidentiality already exists before the conclusion of the contract and lasts beyond the termination of the contract.
VIII. Factoring and cost transfer
In order to ensure our liquidity and improve our service offering, Mindnow uses the services of "GRENKEFACTORING AG" to manage our receivables.
The use of this factoring service may be associated with costs that can be up to 10% of the amount of the receivable.
Unless otherwise provided by law or specified in these GTC, Mindnow reserves the right to pass on such costs to the customer in whole or in part.
The specific conditions and details of such cost transfer will be communicated to the customer in each individual case.
By using our services, you agree to this clause.
IX. Billing model and type of contract
All services are generally billed according to the "Time & Materials" principle.
Any other method of settlement shall be valid only if expressly agreed in writing.
As a matter of principle, Mindnow AG does not execute contracts for work and services unless this is expressly agreed upon in writing.
The customer has no claims to a fixed scope of services or a fixed work result, unless explicitly agreed otherwise in writing.
Mindnow AG reserves the right to adjust the scope of services at its discretion and within the agreed budget and schedule.
X. Final provisions
Should parts of these GTCs be invalid in whole or in part, the remaining GTCs shall nevertheless remain binding.
Rights and obligations arising from a contract concluded on the basis of these GTC may be transferred to third parties only with the written consent of the other party. The transfer of the contract from Mindnow to a legal successor or affiliated company is excluded from this provision.
Swiss law is applicable to concluded contracts.
The place of jurisdiction for all disputes is the registered office of Mindnow AG.