Contracting Parties
The contracting parties are, on the one hand, ERA Digital as the contractor and, on the other hand, the client listed in the offer (hereinafter referred to as "Customer").
Acknowledgment of the Present GT&Cs
The present General Terms and Conditions (GTC) apply between ERA Digital and the customer, unless otherwise agreed in writing. Within the framework of an existing business relationship, the GTC are valid even if they are not specifically referred to in an individual order. Any customer terms and conditions are expressly excluded.
Validity of the Offer / Conclusion of the Contract
Unless otherwise expressly stated in the offer from ERA Digital, ERA Digital remains bound to a made offer for one month from the date of issuance. A valid contract between the customer and ERA Digital is only established with the explicit and unconditional acceptance of the offer by the customer.
Services
ERA Digital provides services in the areas of strategy, consulting, conception, UX design, branding, product design, and development. The specific provision of services is defined in the offer or within the framework of an individual contract.
Unless expressly agreed otherwise in the offer or within the framework of an individual contract, ERA Digital does not provide its services in the sense of contractual work services, and a specific outcome is not owed.
Technical Problems
In the event of technical problems over which ERA Digital has no control and which prevent or make it impossible to continue the order, ERA Digital is entitled to terminate the entire contract or parts thereof without notice, without being liable for damages.
Involvement of Third Parties
ERA Digital is entitled to involve third parties in the fulfillment of the contract.
Unless expressly agreed otherwise in the offer or within the framework of an individual contract, ERA Digital is only liable for the selection, instruction, and supervision of the third parties involved.
If the customer requests ERA Digital to engage a specific third party, the customer bears the risk of non-performance or poor performance by the respective third party alone.
Acceptance of Work
The customer is obliged to immediately inspect the work and (partial) services performed and delivered by ERA Digital upon receipt. Without contrary agreement, the customer has seven working days to make any correction requests. Without contrary notification within the seven-day period by the customer, the work and (partial) services provided by ERA Digital are considered unconditionally accepted.
The customer is obliged to promptly and in writing notify ERA Digital of any obvious defects.
Liability by ERA Digital for errors overlooked by the customer is excluded.
Intellectual Property
All copyrights or other rights remain the property of ERA Digital or any third parties. After full payment of the agreed remuneration, the customer is granted an indefinite, non-transferable, and non-exclusive right to use the work results provided by ERA Digital. Regarding those parts of the work results to which third parties hold intellectual property, only the provisions of the third party shall apply.
Deadlines
As far as not explicitly agreed as binding in the offer or within the framework of an individual contract, the agreed dates are non-binding dates.
If ERA Digital is in default, the customer must grant them a reasonable extension in writing twice.
If ERA Digital fails to fulfill its performance obligation even after the second grace period, the customer is entitled to withdraw from the contract, provided that services already rendered, which can be reasonably used by the customer, are excluded from the withdrawal. Any potential delivery delays do not entitle the customer to any compensation.
Compensation
ERA Digital provides its services on a time-and-materials basis at the price agreed upon in the offer or within the framework of an individual contract. The remuneration is specified in Swiss Francs (CHF) and is always exclusive of the legally required VAT.
A total price quoted by ERA Digital should neither be understood as a fixed price nor as a cost ceiling. It is an estimated guideline price, which is non-binding.
When stating the price of workshops, it refers to the price per person.
Any expenses and travel time regulations will be specified in the offer or agreed upon within the framework of an individual contract.
Payment Terms
Unless expressly agreed otherwise, ERA Digital invoices its services on a monthly basis.
Invoices are due and payable within 10 days of the invoice date, unless otherwise expressly agreed in individual cases.
Warranty
ERA Digital ensures careful and faithful execution of its services.
To the extent that contractual services are provided, EERA Digital guarantees that the work will comply with the contractually agreed performance description at the time of acceptance. If there is a defect covered by the warranty, the customer initially only has the right to a remedy. If ERA Digital cannot carry out the requested rectification within a reasonable period, the customer sets another reasonable deadline for remedying the defect. If ERA Digital fails to provide proof of compliance with the defined criteria even after this grace period, the customer can demand a reasonable price reduction or, in the case of a significant defect that prevents the customer from using the work altogether, withdraw from the relevant contract, with already provided services that can be used by the customer in an acceptable manner being excluded from withdrawal.
The warranty period is 6 months.
Regarding services provided by third parties, only the warranty regulations of the respective third parties shall apply.
Disclaimer of Warranty
The warranty is void in the event of occurrences whose cause lies within the customer's control, particularly if a service item is altered, improperly implemented, maintained, or used by the customer or third parties, unless the customer proves that these circumstances are not causally related to the reported defect.
Legal Warranty
ERA Digital ensures that their services do not infringe on third-party rights recognized in Switzerland.
Claims resulting from alleged third-party claims for the infringement of protective rights must be promptly and in writing reported by the customer to ERA Digital. The customer entrusts ERA Digital with the exclusive conduct of any potential legal proceedings as well as the taking of measures for a judicial or extrajudicial resolution of the dispute, as far as this is procedurally possible and permissible. The customer supports ERA Digital to a reasonable extent.
If a lawsuit is filed for the infringement of protective rights or a precautionary measure is requested, ERA Digital may, at its own expense and at its discretion, either grant the customer the right to use the work results free from any liability for the infringement of industrial property rights, adjust the work results, or replace them with others that meet the essential contractual requirements, or it will be liable for damages within the scope of the liability regulations specified in these terms and conditions.
In the event that ERA Digital is held liable for the infringement of third-party rights due to parts of the service provided by the customer, the customer commits to fully indemnify ERA Digital.
Liability
ERA Digital is liable for direct damages caused intentionally and through gross negligence. To the extent permitted by law, any further liability is excluded, in particular, liability for third parties engaged by it, liability for slight negligence, as well as liability for indirect damages, consequential damages, and damages to third parties are excluded.
Confidentiality
The contracting parties commit to keeping confidential facts that are neither publicly known nor generally accessible and that come to their knowledge within the scope of the contractual relationship. In case of doubt, information and data must be treated confidentially.
Termination of the Contractual Relationship
If an order is terminated, canceled, or revoked by the customer during the execution of the work, the customer owes not only the compensation for the services already provided but also reimbursement for any expenses that ERA Digital has incurred in relation to the completion of the order.
Jurisdiction and Applicable Law
Applicable to the contract is exclusively Swiss law and the exclusion of any conflict-of-law norms. The competent court is the Cantonal Court of Bern in Bern.
Final provisions.
Any changes, additions, or cancellations of the contract as well as the GTC require written form. This also applies to the cancellation of the written form.
Should individual provisions of these terms and conditions be ineffective, this does not affect the validity of the remaining provisions.
In such a case, the legally ineffective provision will be replaced by a similar but effective provision.
Version from 01.11.2024
