General Terms and Conditions

This is a courtesy translation. The legally binding version of these General Terms and Conditions is the German original. In the event of any discrepancy, the German version shall prevail.

These General Terms and Conditions (GTC) govern the business relationship between Noevu GmbH, hereinafter referred to as the "Service Provider", and its clients, hereinafter referred to as the "Client". They apply to all services rendered by Noevu GmbH in the context of consulting and development mandates. Deviating terms of the Client shall only apply if expressly acknowledged in writing by Noevu GmbH.

The contractual relationship between the Service Provider and the Client is governed by the Swiss Code of Obligations on mandates (Art. 394 et seq. CO). The Service Provider owes diligent performance in accordance with professional standards; no specific outcome is owed.

Noevu GmbH provides its clients with extensive expertise and years of experience in the fields of web development and digital innovation. The aim is to advise you on your digital initiatives (Consulting, Article 2), to offer strategic guidance and to deliver individually developed solutions in web development. This includes the conception, development and implementation of web applications and websites that are precisely aligned with the needs and objectives of your business (Services, Articles 3.1 to 3.5). Our services are designed to support your business with efficient, client-oriented web solutions that not only meet the demands of today's digital landscape but also generate a positive social impact.

Consulting and monthly service proposals accepted by the Client fall under this contract.

The Service Provider undertakes to inform the Client promptly once the pre-agreed number of base hours has been exceeded. Hours exceeding this allowance will be invoiced separately. Payment of the base fee is due monthly in advance.

Fees exceeding the base fee, as well as expenses pursuant to Article 5.2, are payable within 30 days of receipt of invoice.

The remuneration for the service is based on the Service Provider's proposal.

Upon signing the proposal, an advance payment of 50% of the agreed fee is due. The remaining remuneration will be invoiced upon reaching agreed milestones or upon completion of the agreed service phase.

If the contract is terminated by the Client, the services rendered up to the date of termination, as well as demonstrably incurred expenses and binding obligations towards third parties, shall be compensated.

In the event of late payment, the Service Provider is entitled, after an unsuccessful reminder, to charge reminder fees and default interest at a rate of 5% per annum in accordance with Art. 104 CO.

The services are defined in the proposal or in service descriptions signed by the Service Provider. These documents form an integral part of the contract and serve as a framework and orientation for the collaboration. They describe the intended scope of services without guaranteeing any specific outcome.

The Service Provider endeavours to deliver the agreed services within the timeframe set out in the proposal. This timeframe is indicative and is not to be understood as a binding delivery date in the sense of a contract for work.

The anticipated timeframe is subject to the following conditions:

• The Client provides the Service Provider with all documents required for the provision of the services in accordance with the schedule established at the kick-off.

• The Client selects one of the presented design drafts within 48 hours.

• The Client does not exceed the number of revision rounds specified in the proposal.

If the originally anticipated timeframe is not met due to a breach of the Client's duty to cooperate, the timeframe is automatically extended by the duration of the delay plus a reasonable additional period.

Delays caused by late cooperation on the part of the Client may result in additional costs to be borne by the Client.

In the event of late payment by the Client, the Service Provider is entitled to suspend work until the outstanding amounts have been settled.

The Client is entitled to request minor changes and adjustments to the ongoing work without additional cost within the scope agreed pursuant to Article 3.2 (revision round).

The number of revision rounds included in the fee is specified in the proposal.

Each additional revision round will be charged at a rate of CHF 195 per hour (plus VAT) as a cost compensation.

Any change that results in an adjustment to the agreed scope of services may lead to an adjustment of the remuneration and requires the Service Provider's consent.

Intellectual property rights in the results produced under the engagement shall transfer to the Client upon full payment of all invoices related to the service. This is subject to any deviating provisions in the proposals.

Pre-existing intellectual property of the Service Provider (in particular frameworks, libraries, templates and reusable code components) remains the property of the Service Provider. The Client receives a non-exclusive, perpetual right of use of these elements within the scope of the mandate.

The Service Provider may use elements (music, photos or videos) that are protected by copyright and owned by third parties.

Our ongoing service packages are offered at a discounted rate and include recurring services detailed in your proposal. These services are limited to a maximum number of hours or a defined service allowance within the agreed billing period (e.g. monthly or annually). Should actual requirements exceed these allowances, the Service Provider will prepare a corresponding supplementary proposal.

With the service packages, you benefit from reduced rates compared to our standard hourly rate. Unused hours or service credits within the agreed billing period expire at the end of that period. Refunds or transfers of unused services to subsequent periods are excluded. Similarly, unused credits do not reduce the agreed price.

The ongoing service packages may be terminated by either party with one month's notice at the end of any billing period. Termination must be in writing. For contracts with a fixed term, termination is possible at the earliest at the end of the agreed term.

By accepting these General Terms and Conditions, you agree that we may present the services rendered for you as a reference on our website and in marketing materials. This includes a case study, images of the solutions, client feedback and relevant performance metrics such as increased time on site, CTA clicks or increased sales, as well as a link to the website. Performance data is obtained directly from the website's dashboards, always maintaining confidentiality and solely for the purpose of illustrating the results. In this way, we make the added value of our solutions visible and strengthen the credibility of our services. The Client may revoke the right of reference at any time in writing. A reference already published will be removed within 30 days of receipt of the revocation.

Ordinary expenses and travel costs (including travel within the Service Provider's office locations) are borne by the Service Provider. Extraordinary costs exceeding ordinary expenses or incurred outside the cities of Geneva, Bern or Zurich are borne by the Client and charged at cost. The Service Provider undertakes to inform the Client in advance of any extraordinary costs. Rail travel within Switzerland is charged at the price of a first-class ticket at the half-fare card tariff; car travel at CHF 1/km. Extraordinary costs are payable within 30 days of receipt of invoice.

The Service Provider renders all services with the diligence expected of an experienced professional in the field of web development and digital consulting (Art. 398 CO). The Service Provider does not owe any specific outcome. Any warranty in the sense of a contract for work (Art. 367–371 CO) is expressly excluded.

The Service Provider's liability for all claims arising from the contractual relationship is limited to the amount of the fee agreed for the mandate concerned. Indirect and consequential damages (in particular loss of profit, data loss, business interruption) are excluded to the extent permitted by law.

The Service Provider is authorised to delegate parts of the service delivery to qualified third parties. The Service Provider shall inform the Client of any material subcontracting and remains responsible for compliance with the duty of care.

If an employee of the Service Provider is hired by the Client during the term of the contract and for 12 months after its expiry, a lump-sum compensation of CHF 80,000 plus VAT is due. This does not release the employee from their obligations towards the Service Provider.

In the event of late payment, the Client owes default interest of 5% per annum in accordance with Art. 104 CO after an unsuccessful reminder.

Upon termination of the contract, all claims of the Service Provider become immediately due and payable.

Both parties undertake to treat confidential information of the other party disclosed in the course of the collaboration as confidential and not to disclose it to third parties. All information that is marked as confidential or whose confidential nature is apparent from the circumstances shall be deemed confidential.

The duty of confidentiality does not apply to information that is or becomes publicly known, that was already known to the receiving party, that was lawfully obtained from third parties without a duty of confidentiality, or whose disclosure is required by law. The duty of confidentiality shall continue during the term of the contract and for two years after its expiry.

Insofar as the Service Provider processes personal data on behalf of the Client in the course of the service delivery, the provisions of the Swiss Federal Act on Data Protection (FADP) apply. The parties shall, if necessary, conclude a separate data processing agreement (DPA).

The Service Provider shall take appropriate technical and organisational measures to protect the data entrusted to it and shall inform the Client without delay of any data protection breaches.

This contract is governed by Swiss law.

The place of jurisdiction is Dubendorf, Switzerland.