General terms and conditions (GTCs) of ZUMO Studios AG

1. General

1.1 Scope

These general terms and conditions apply to all interactions and contracts between ZUMO Studios AG (hereinafter referred to as “ZUMO”) and its (existing and potential) customers. The scope includes all services offered by ZUMO, but in particular those in the area of IT and marketing services. Different customer conditions only apply if they have been expressly accepted in writing by ZUMO.

1.2 Applicable version

ZUMO is free to update the existing terms and conditions at any time. In principle, the terms and conditions apply, which are valid when the contract is concluded (signed by the customer) and published online on the website. When a new contract is concluded or an existing contract is amended, the latest version therefore applies. ZUMO is also free to extend the applicability of new terms and conditions to existing contracts, provided that the corresponding change is communicated in writing (e.g. via email) and with a lead time of at least two weeks. Should customers not object in writing to the new terms and conditions within this period, they will automatically be considered accepted.

1.3 Conclusion of contract

The contract between ZUMO and the customer is concluded through the acceptance of an offer from ZUMO by the customer or by the placing of an order by the customer and its acceptance by ZUMO. Contracts, as well as amendments (in all forms, including extensions or reductions of the service contract), must be made in writing.

1.4 Provision of services

ZUMO is committed to providing the agreed services in accordance with the latest technology and to the best of its knowledge and belief. ZUMO reserves the right to use third parties to fulfill its obligations.

1.5 Duty to cooperate

The customer is required to assist ZUMO in providing the services and to provide all necessary information and documentation in a timely manner. In particular, the customer is required to inform ZUMO of all circumstances relevant to the provision of the services. The customer also ensures that all necessary access data and authorizations are provided to carry out the necessary measures.

Should the customer fail or only insufficiently comply with its obligation to cooperate, ZUMO will continue to provide the agreed services wherever possible. Insofar as this is not possible or is only possible to a limited extent due to a lack of cooperation, the customer remains obliged to pay the contractually agreed compensation. ZUMO assumes no liability for resulting delays or reductions in the services provided.

1.6 Compensation

The remuneration for the services provided is based on the respective agreement between ZUMO and the customer. All prices exclude statutory value added tax.

1.7 Minimum terms and early termination

In the case of contracts with minimum terms and notice periods, the customer is generally bound by them. In the event of early termination, all outstanding compensation up to the regular expiry of the minimum term or until the end of the contractually agreed period of notice will be charged as a contractual penalty. This provision is intended to compensate for services already provided as well as the planned resources and liabilities of ZUMO.

1.8 Third party services and costs

As part of the services provided, it may be necessary to use external services and providers, for example for hosting, domain registration, third-party plug-ins, analysis tools or advertisements. These services are not included in the contractually agreed scope and may result in additional costs, which are to be borne directly by the customer. ZUMO assumes no liability for the availability, functionality, or price changes of these external services and is not responsible for their administration unless expressly agreed in writing.

1.9 Payment terms

Unless otherwise agreed, invoices from ZUMO are due for payment in full within 10 days of the invoice date. After expiry of the payment period, customers are automatically in default without further notice. If the customer defaults on payment, ZUMO is entitled to charge default interest of 5% per year.

1.10 Disclaimer

ZUMO is liable for damage suffered by the customer as a result of intent or gross negligence on the part of ZUMO, in accordance with legal provisions. ZUMO's liability is limited to foreseeable damage in individual cases. ZUMO is not liable for damage suffered by the customer as a result of slight negligence on the part of ZUMO. ZUMO is not liable for indirect damage of any kind (in particular economic damage, such as loss of profit or benefit). ZUMO is not liable for direct or indirect damage due to technical problems, server failure, loss of data, transmission errors or other reasons beyond ZUMO's control. In particular, ZUMO is not liable for damage due to force majeure or unforeseeable and unavoidable events. ZUMO is not liable for acts (or omissions) of third parties that are carried out as part of the performance of the contract.

If ZUMO's provision of services includes recommendations, sales or brokerage of hardware and software from third parties, ZUMO disclaims any liability for the use of the same. The warranty conditions of the respective providers also apply.

1.11 Confidentiality obligation

Both parties agree to keep all confidential information they receive from the other party confidential and not to disclose it to third parties. This confidentiality obligation exists even before the contract is concluded and lasts beyond the termination of the contract. It therefore includes, among other things, the content of all communications, offers and contracts and is also valid in cases that ultimately do not result in a business relationship.

1.12 Assignment

The customer can only assign his rights and obligations under the contract with ZUMO with ZUMO's written consent.

1.13 Warranty

ZUMO provides a 3-month warranty on the services it provides. The warranty covers the defect-free performance of the services at the time of acceptance. If a defect occurs, the customer is obliged to report this to ZUMO immediately. If possible, ZUMO will correct the defect within a reasonable period of time (at least 1 month). If the corrective action fails, the customer has the right to claim a reduction in remuneration to the extent of the reduced value proven by him. The warranty for subsequent damage caused by a defect is excluded.

2 Web Design and Web Development

In addition to the general provisions, the following conditions apply to web design and web development work.

2.1 Required information and materials

The customer is obliged to provide necessary information and materials in a timely and appropriate form.

2.2 Changes to the scope of services

Changes and extensions to the agreed scope of services require a written agreement between ZUMO and the customer.

2.3 Rights of use and copyrights

The rights of use and copyright of all services provided by ZUMO, which are provided individually and on a customer-specific basis under the contract, are transferred to the customer from the time of project completion and after full payment of the (final) invoice. The use of the designs is limited to projects commissioned by the customer. Any other use, including but not limited to reselling the designs as a standalone product, is prohibited without the prior written permission of ZUMO. The customer undertakes not to sell, transfer or otherwise use the designs received commercially, unless this has been expressly agreed in writing with ZUMO. If ZUMO uses software from third parties, they retain all rights to it, unless there is a different agreement between the third party, ZUMO and/or the customer. The license terms of the respective software manufacturers and, if applicable, additional terms and conditions of ZUMO apply. For open source programs, the corresponding license terms apply. Customers can view information about this at any time on the provider's website. The customer expressly acknowledges and agrees that any shop and web software used by ZUMO is not owned by ZUMO. It is the customer's responsibility to own the corresponding rights of use and copyright for any material (such as texts, graphics, etc.) that he publishes on his website or to obtain the consent of the respective author. ZUMO forwards legal claims from third parties arising from copyright infringements or other claims to the customer. Any costs of legal action are borne exclusively by the customer.

2.4 Referencing ZUMO

After completing and publishing the work, ZUMO is entitled to place its name in the form of text and/or logo (selected by ZUMO) and a link to the ZUMO website in a clearly visible way on the product (in the footer and in the imprint of websites, online shops and applications). ZUMO is also entitled to add a text addition “Web Design & Web Development by ZUMO (Logo or Text)” or “Made by ZUMO (Logo or Text)”. This claim persists until the corresponding item differs significantly from the end product, which was accepted by ZUMO. The customer is also obliged to remove all references to ZUMO at ZUMO's request.

2.5 Browser compatibility

ZUMO ensures that websites are compatible with the latest versions of popular browsers (Firefox, Google Chrome, Safari) at the time of acceptance by the customer. Compatibility is not guaranteed for all older versions (as well as Internet Explorer), unless otherwise agreed. Depending on the web browser and operating system, the website may be displayed differently. Mobile devices such as smartphones and tablets have very different formats and resolutions. Depending on the mobile device used, the website is therefore displayed differently. The display of websites on mobile devices is based on common standard widths.

3 SEO (search engine optimization)

In addition to the general regulations, the following conditions apply to SEO work.

3.1 Guarantees

ZUMO does not guarantee the placement of the website in search engines and is not responsible for changes in the ranking due to changes in search algorithms or other factors within and beyond its control.

3.2 Publishing backlinks

The customer agrees that, as part of the services provided, ZUMO may publish or have backlinks, guest posts or the like published on suitable websites on behalf of the customer or with reference to the customer's company. ZUMO's assessment of the suitability of the website is at the discretion of ZUMO. ZUMO is not obliged to subsequently change or delete the published backlinks, guest posts or the like by the customer.

3.3 Quantity and quality of backlinks

The number of backlinks created as part of our services depends on the contractually agreed scope of services. However, the quality and impact of backlinks can be influenced by external factors. These include technological developments, changes in the market environment, algorithm updates from search engines and adjustments to linking websites. ZUMO is committed to placing backlinks to the best of its knowledge and belief in accordance with current best practices, but expressly reserves the right to adapt the type and quality of the backlinks to the appropriate circumstances.

3.4 Retention of data

All types of data and drafts or documents prepared as part of order fulfillment will be kept by ZUMO until the contract is completed. Unless otherwise agreed, this storage obligation expires with the end of the cooperation or the end of the order. ZUMO is not obliged to keep notes, customer data, documents in digital or analog form beyond the duration of the contract with the respective customer.

4 Final provisions

4.1 Salvatory clause

Should individual provisions of these terms and conditions be or become invalid or void, the remaining provisions of these terms and conditions remain unaffected. The invalid or void provision must be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid or void provision.

4.2 Jurisdiction and Applicable Law

The exclusive place of jurisdiction for all disputes arising from or in connection with these terms and conditions is Zurich. The applicable law is Swiss law.

4.3 Entry into force

These terms and conditions come into force upon publication and replace all previous agreements between ZUMO and the customer.

ZUMO Studios AG

This English version of the General Terms and Conditions is a translation of the original German version; in the event of any discrepancy or inconsistency, the German version shall prevail.