GENERAL TERMS AND CONDITIONS
General Terms and Conditions of CLOOC GmbH (Clooc-design)
These General Terms and Conditions ("GTC") apply to the business unit "clooc design" of CLOOC GmbH (hereinafter "Company"). Under the brand "clooc design" the company provides services in the areas of marketing and video production.
- Legal status of CLOOC GmbH
The Company reserves the right to transfer rights and obligations under this Agreement to third parties or to have them exercised by third parties.
- Company profile on our platform CLOOC, AGB
The company Clooc GmbH creates a company profile on the platform CLOOC, as far as the customer has agreed with us. By giving his consent, the customer allows us to download all relevant data such as images etc. from the website or social media and to use them to create the company profile on CLOOC.
The company is authorized to prohibit or delete the offering of certain products, brands and product groups as well as the publication of certain contributions and contents on the online platform at any time at its own discretion and without giving reasons.
Membership is personal and non-transferable. Membership is only open to natural or legal persons with unlimited capacity to act. The information to be entered during registration must be complete and correct.
The membership begins with the sending of an e-mail confirmation by the company after registration and agreement to these terms and conditions.
The company is entitled at any time to prohibit a member from using the online platform or to terminate the membership for objective reasons, in particular in the event of disregard of these general terms and conditions. In such cases, the Member concerned shall have no claim whatsoever against the Company.
The Company shall also be entitled to the same rights if there are reasonable grounds to suspect that the Member has infringed the rights of third parties. The company is authorized to prohibit or delete the offering of certain products, brands and product groups as well as the publication of certain contributions and contents on the online platform at any time at its own discretion and without giving reasons.
- conclusion of a contract
The conclusion of the contract comes about through the acceptance of the offer of the company concerning the purchase of products by the customer. As soon as the customer accepts the offer and signs it, he agrees that the company CLOOC GmbH can invoice the offer including all costs incurred by the completion of the product.
The contract is concluded in any case if the customer orders the products offered by the company via the online shop of the company or buys directly.
After conclusion of the contract, the customer is obliged to remain in contact with CLOOC GmbH for the completion of the product. Should the customer not contact us within 3 weeks, not even after multiple letters or other contact possibilities, the company is entitled to charge the previously signed offer with the full amount.
- Scope of services and order processing
The scope of the services to be rendered is determined by the customer's order or the service description or the information in the contract. Subsequent changes to the service content must be made in writing.
All services provided by Clooc design (in particular all preliminary designs, concepts, videos, strategies, logos, PDF videos, etc.) must be checked by the customer and released within three days. If they are not released on time, they shall be deemed to have been approved by the customer.
The customer shall immediately provide CLOOC GmbH with all information and documents required for the provision of the service. He will inform Clooc design of all processes that are relevant for the execution of the order, even if these circumstances only become known during the execution of the order.
The customer shall bear the costs arising from the fact that work has to be repeated or delayed by Clooc design as a result of incorrect, incomplete or subsequently changed information provided by the customer. If the customer does not provide the requested documents or is in default, he will be given a period of 14 days.
After expiry of the 14-day period, the order will be treated as completed and the invoice will be issued. If the outstanding amount is not paid after the first 2 reminders, this case will be handed over to the collection agency.
The customer is further obliged to check the documents (photos, logos etc.) made available for the execution of the order for any existing copyrights, trademark rights or other rights of third parties.
The company Clooc GmbH is not liable for an infringement of such rights. If a claim is made against Clooc design due to such an infringement of rights, the customer shall indemnify and hold Clooc GmbH harmless; the customer shall compensate Clooc GmbH for all disadvantages incurred as a result of claims by third parties.
The order processing includes the delivery of printable PDF documents after possible correction by the customer, but no delivery of raw data (open data) from Clooc design. Clooc GmbH reserves the right to delete data from its database after order processing.
The company is liable only for intent or gross negligence. Under no circumstances shall CLOOC GmbH be liable for consequential damages and lost profits.
If, despite all due care, the Company is unable to fulfil its contractual obligations due to force majeure such as technical malfunctions attributable to third parties, the Member shall not be entitled to performance of the contract for the duration of the event.
The Company shall not be liable for the misuse of the Internet and related damages to the Member by third parties, for security deficiencies and disruptions to the telecommunications networks of third parties and the Internet, or for business interruptions and disruptions to the Company and third parties.
Liability for any indirect damage and consequential damage caused by a defect is excluded in its entirety.
Liability for direct damages shall be limited to the amount of the contract. This limitation of liability does not apply to direct damages caused by gross negligence or intention.
The customer is obliged to report any damage to the company immediately.
Any liability for auxiliary persons is completely excluded.
- intellectual property rights
The company is entitled to all rights to the products, services and possible trademarks or is entitled to their use by the owner.
Neither these general terms and conditions nor any associated individual agreements have the transfer of any intellectual property rights as their content, unless this is explicitly mentioned.
In addition, any further use, publication and making accessible of information, images, texts or other material which the customer receives in connection with these provisions is prohibited, unless explicitly approved by the Company.
If the customer uses contents, texts or pictorial material in connection with the company on which third parties have a property right, the customer must ensure that no property rights of third parties are infringed.
- External services / commissioning of third parties
Clooc GmbH is entitled, at its own discretion, to perform the service itself, to make use of third parties for the provision of contractual services and/or to substitute such services.
The commissioning of procurement assistants takes place either in the own name or in the name of the customer, in each case however on account of the customer. Clooc design will carefully select its agents and ensure that they have the necessary professional qualifications.
The company is permitted to give or distribute the production of explanatory videos and videos of any kind to third parties. It is also permitted to commission other agencies or freelancers to produce the videos.
- data protection
The Company may process and use the data collected within the framework of the conclusion of the contract for the fulfilment of the obligations arising from the contract.
The company takes the measures necessary to secure the data in accordance with the statutory provisions.
The customer agrees to the storage and contractual use of his data by the company in full and is aware that the company on order of courts or authorities is obliged and entitled information from the customer or third parties to disclose.
If the customer has not expressly prohibited it, the company may use the data for marketing purposes. The data necessary for the fulfilment of the service can also be passed on to commissioned service partners or other third parties.
Furthermore, the data protection regulations apply.
- Dates & Events
Agreements on deadlines and dates must be recorded or confirmed in writing. Clooc design strives to meet the agreed deadlines.
However, non-compliance with the deadlines shall only entitle the customer to assert his statutory rights if he has granted Clooc GmbH a reasonable grace period of at least 14 days. This period begins with the receipt of a reminder letter to Clooc GmbH.
After fruitless expiry of the grace period, the customer may withdraw from the contract. An obligation to pay damages arising from the title of the delay exists only in the event of intent or gross negligence on the part of Clooc design (CLOOC GmbH).
Unavoidable or unforeseeable events - in particular delays at contractors of Clooc design - in any case release Clooc GmbH from compliance with the agreed delivery date.
The same applies if the customer is in default with his obligations necessary for the execution of the order (e.g. provision of documents, presentations or information). In this case, the agreed date shall be postponed at least to the extent of the delay.
These terms and conditions may be changed by the Company at any time.
The new version will come into force 30 (thirty) days after the company's notification.
For customers, the version of the GTC which is in force at the time of the conclusion of the contract shall apply in principle. Unless the customer has agreed to a newer version of the GTC.
These AGB take precedence over all older provisions and contracts. Only provisions from individual contracts which still specify the provisions of these GTC take precedence over these GTC.
- Withdrawal from the contract
In particular, Clooc GmbH is entitled to withdraw from the contract if the performance of the service is impossible for reasons for which the customer is responsible or is further delayed despite the setting of a grace period.
As well as if there are justified doubts with regard to the creditworthiness of the customer and he neither makes advance payments at the request of Clooc design nor provides a suitable security before Clooc GmbH performs.
The company Clooc GmbH can reject the acceptance of an order without giving reasons.
Unless otherwise agreed, the fee claim of Clooc design arises for each individual service as soon as it has been rendered. Clooc design is entitled to demand advance payments to cover its expenses. All services provided by Clooc design which are not expressly covered by the agreed fee will be remunerated separately.
All cash expenses incurred by Clooc design are to be reimbursed by the customer. Cost estimates from Clooc design are generally non-binding. If it is foreseeable that the actual costs will exceed the costs estimated by Clooc design in writing by more than 10%, Clooc GmbH will inform the customer of the higher costs.
The cost overrun shall be deemed to have been approved by the customer if the customer does not object in writing within three days of this notification and at the same time announces more cost-effective alternatives.
Work commissioned and carried out shall be invoiced notwithstanding completion of the entire order no later than 3 months after the order is placed. Clooc GmbH shall be entitled to appropriate remuneration for all work carried out by Clooc design which - for whatever reason - is not carried out by the customer.
With the payment of this remuneration, the customer does not acquire any rights to this work. Concepts, drafts, logos, ideas and other documents which have not been implemented must be returned to Clooc design without delay.
The dispatch of works, templates, logos and other documents shall be at the risk and expense of the customer. Products, videos, logos etc. which are not accepted within the 14-day test phase cannot be charged at the offer price. This results in additional costs.
Subject to other offers, all prices are quoted in Swiss francs (CHF). All prices are inclusive of any applicable value added tax (VAT).
The prices are exclusive of any other applicable taxes.
The company reserves the right to change prices at any time. The prices valid at the time of the conclusion of the contract on the website of the company apply.
The company offers the customer the following payment options: Invoice, prepayment
The customer is obliged to pay the invoiced amount within 14 (fourteen) days of the invoice date.
If the invoice is not paid within the aforementioned payment period, the customer will be reminded. If the customer does not pay the invoice within the set reminder period, he is automatically in default.
The customer shall owe interest on arrears in the amount of 5% (five percent) from the time of default.
The company reserves the right to demand payment in advance at any time without giving reasons.
If the Company also offers products for purchase, rent or other use via an online platform, it may also demand payment by electronic means as part of the ordering process (credit cards, Paypal or other payment systems).
Offsetting the invoiced amount against any claim the customer may have against the company is not permitted.
The Company shall have the right to refuse delivery or service in the event of default in payment.
16. severability clause
Should a provision of this contract or a supplement to this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision by a valid provision which comes as close as possible to the intended economic purpose of the invalid provision.
The same shall apply to any gaps in the contract.
17. property right and copyright protection
All services of the agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, logos, final artwork, concepts, negatives, slides, storyboards, etc.), including individual parts thereof, remain the property of the agency (Clooc GmbH/Clooc-design), as do the individual workpieces and original designs.
They may be reclaimed by the Agency at any time - in particular upon termination of the contractual relationship.
By paying the fee, the customer acquires only the right of use (including reproduction) for the agreed purpose and in the agreed scope of use. Unless otherwise agreed with the Agency, the Client may only use the Agency's services himself, exclusively for the duration of the Agency Contract, unless otherwise agreed in writing.
The acquisition of rights of use and exploitation of the Agency's services shall in any case require full payment of the fees invoiced by the Agency.
Changes to services of the agency, such as in particular their further development by the customer or by third parties working for him, are only permitted with the express consent of the agency and - insofar as the services are protected by copyright - of the author.
For the use of services of the agency which go beyond the originally agreed purpose and scope of use, the consent of the agency is required (Clooc GmbH) - irrespective of whether this service is protected by copyright. For this the agency and the author are entitled to a separate appropriate remuneration.
For the use of services of the agency or of advertising material for which the agency has developed conceptual or design templates, the agency's consent is also required after expiry of the contractual relationship or the agency contract's rights of use, regardless of whether this service is protected by copyright or not.
For this the agency is entitled to the full claim of the agency remuneration agreed in the expired contract in the 1st year after contract end. In the 2nd or 3rd year after expiry of the contract only half or a quarter of the remuneration agreed in the contract. From the 4th year after the end of the contract, no agency fee shall be payable.
Within the 14th day test version, the customer is only entitled to a test version/test logo until the final acceptance and thus also payment.
Until payment, the work pieces are exclusively subject to the agency (Clooc GmbH/Clooc design) and may not be used for publication without prior agreement. The agency (Clooc GmbH) is entitled to show its company name, watermark and logo as a copyright notice.
She also has the right to show the products at competitions and festivals.
The Agency is also entitled to demonstrate the products or have them demonstrated for the purpose of self-promotion; this also applies to publications on the Internet, on the Agency's website, social media channels or other corresponding analogue or digital platforms such as CLOOC, Facebook (so-called new types of exploitation; e.g. for use on computers, mobile phones, etc.).
Both parties, as well as their assistants, undertake to treat confidentially all information submitted or appropriated in connection with the services. This obligation shall remain in effect even after termination of the contract.
5.1 Delivery / Delivery Dates
Delivery will take place within 6 (six) working days of receipt of order. If a timely delivery is not possible, the Customer will be informed by the Company within 3 (three) working days after receipt of the order and the new delivery date will be communicated.
Unless otherwise agreed, the place of performance shall be the registered office of the company. The company fulfils by handing over the ordered products to the agreed carrier. If no forwarding agent is agreed, the Company shall be free to choose a forwarding agent. The agreed delivery costs may not be increased by the choice of the forwarding agent.
5.2 Auxiliary persons
The parties have the express right to call in auxiliary persons to carry out their contractual obligations. They must ensure that the auxiliary person is called in in compliance with all mandatory statutory provisions and any collective employment agreements.
20. force majeure
If the timely performance by the Company, its suppliers or third parties called in as a result of force majeure such as natural catastrophes, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, unrest, civil wars, revolutions and insurrections, terrorism, sabotage, strikes, nuclear accidents or other disasters, the Company shall be entitled to claim damages.
reactor damage is impossible, the Company shall be released from its obligations during the period of force majeure and a reasonable start-up period after its end.
If the force majeure lasts longer than 30 (thirty) days, the Company may withdraw from the contract. The Company shall reimburse the Customer in full any fees already paid.
Any further claims, in particular claims for damages due to vis major are excluded.
21. applicable law / place of jurisdiction
These GTC are subject to Swiss law. As far as no compelling legal regulations take precedence, the court at the seat of the company is responsible. The firm is free to bring an action at the defendant's domicile. The United Nations Convention on Contracts for the International Sale of Goods (UNSCR 0.221.211.1) is explicitly excluded.
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