TERMS AND CONDITIONS

TERMS OF AGREEMENT

1.1 Purpose – The General Terms and Conditions of Business (hereinafter referred to as GTC) shall serve as the legal basis for the duration of the contractual relationship between Bexeo and the client who orders a product or service offered by Bexeo. The GTC shall be subject to Swiss law and Bexeo's registered office as the exclusive place of jurisdiction.

1.2 Commencement - The contractual relationship shall come into effect upon acceptance of the order or commissioning by Bexeo based on the order placed by the customer. Depending on the product, the order may be submitted by telephone, e-mail, online form or signed document or may be placed by means of a service purchase. The first date of the events shall be deemed the start of the subscription or contract. Bexeo reserves the right to refuse an order without giving reasons.

1.3 Duration - The first contract period is determined by the client when ordering under the given selection. After this contract period has expired, the subscription or contract (hereinafter referred to as the contract) is automatically extended by the same period, unless one of the contracting parties terminates the contract at least 90 days before its expiration. If the client changes a product to another provider, all services in related to this product will be turned off. All claims to the services of Bexeo shall expire if the client moves to another provider. With the termination of subscriptions, all associated support and update services shall expire. The contract, on the other hand, only expires after the termination period.

1.4 Components - In addition to the GTC, the usage conditions at www.bexeo.com/de/agb/ are also a fixed part of the contract. Options are regarded as an extension to an active contract, with the termination of such contract the claim to the respective option expires. Options can have their own running times or be coupled with the existing contract. When using third party services such as domain name service, online and offline advertising, printed matter and labelling, hosting and e-mail, the guidelines of the respective third party also apply. If third parties demand a fee and this fee is not included in the Bexeo offers, the client alone shall bear the cost of this fee.

1.5 Deviations - partly deviating or supplementary agreements of the GTC are only valid on the basis of a document confirmed by both parties and have no influence on the applicability of the remaining provisions.

TERMS OF PAYMENT

2.1 Prices - In principle, the contractually agreed prices apply. If no explicit prices are specified, primarily the prices published at www.bexeo.com or secondarily the hourly rate of CHF 169.00 apply. All prices are quoted in Swiss Francs excluding VAT. Any rebates are discounts and are only valid if payment is made in time. Subscription prices are due in advance and are generally billed annually, for online marketing per quarter. Bexeo reserves the right to adjust prices at any time due to changing circumstances. Such changes shall only be valid for existing contracts upon their renewal, whether to the advantage or disadvantage of the client. The reimbursement of prepaid costs is excluded in such a case or in the event of premature termination of the contract at the client’s request.

2.2 Expenses - Travel expenses within the specified exemption limit are included in the prices. Driving expenses beyond the exemption limit and telephone expenses will be invoiced as effective hourly expenditure without additional km compensation or fee compensation. Unless expressly agreed otherwise, all personal expenses of Bexeo employees are also included in the prices. Expenses for permits, postage and packaging shall be invoiced separately.

2.3 Payment deadline - Unless special payment periods are agreed upon, 30 days net from the invoice date shall apply to existing clients always including payment on time. For all other clients, payment in advance applies. If the contract is extended, the following period will be invoiced as soon as the cancellation period has expired.

2.4 Settlement - If the client does not pay on time, he will be in default without reminder. The settlement of claims by the client is excluded. If the client has neither paid the invoice by the due date nor raised any objections to it in writing with reasons, Bexeo may interrupt the provision of all services without further notice and/or terminate the contract without notice or compensation.

BEXEO’S RIGHTS AND OBLIGATIONS

3.1 Services - Bexeo shall be responsible for the provision of services in accordance with the offer claimed by the client, the product description of which is published in the offer or at www.bexeo.ch. Bexeo shall be free in all respects regarding the type and nature of the environment required for these services; for example, domestic and foreign companies or third parties may be involved. Any changes in this regard shall also be made at the discretion of Bexeo.

3.2 Photographic Material - If photographic material is missing, Bexeo may purchase suitable photographic material from third parties at the request and expense of the client, whereby the photographic material shall only be used for the specific purpose and limited to the client’s company unless otherwise stated (1 license). Under no circumstances may these images be passed on to third parties. The same applies to fonts and other property rights protected by license.

3.3 Specimen Copies & References - Bexeo may retain a reasonable number of specimen copies (usually 5) of printed materials to use and publish as proof of performance. Bexeo may also publish unprinted material and general project data for reference purposes. In addition, Bexeo shall be entitled to place a link to the Bexeo website as well as a counter-link on all client’s websites. At the express written request of the client, Bexeo may refrain from naming the project as a reference and link.

3.4 Copyright - The copyright and related rights in everything created by Bexeo are generally owned by Bexeo. Bexeo may dispose of these rights under federal law.

3.5 Ownership - Until full payment has been received, all movable property shall remain the property of Bexeo.

3.6 Adjustments - Bexeo reserves the right to adjust the GTC, other contractual components according to Section 1.4 or an offer or individual components thereof to changing circumstances at any time without notification. Unless otherwise announced, such changes shall take effect immediately. Reference is made in this regard to Section 4.9.

3.7 Suspension of service - In the event of non-compliance with an obligation of the client with regards to Section 4 - whether intentionally, unknowingly or through third-party fault - Bexeo shall be entitled to immediately block or remove the respective account, server, service, content, program, etc. By removing the nuisance, the client can, if necessary, free himself from the respective sanction. In the event of a serious or repeated violation of a duty, Bexeo reserves the right to terminate the contract without notice and compensation as well as to take legal action against the client.

3.8 Messages - Bexeo may send all messages to the client via e-mail, in particular not excluding announcements regarding product upgrades or technical maintenance, invoices, payment reminders, setup or termination confirmations, lost access data, etc. If Bexeo has a contact address that is no longer valid since the client’s order, Bexeo shall be entitled to make additional queries of entries (administration interface provided by Bexeo, public WHOIS database for domain names or similar) with which the contact address can be assigned as uniquely authorized.

3.9 Premature termination of contract - If the client wishes to terminate the contract prematurely despite a valid contract and cooperation is no longer possible due to lack of support from the client, Bexeo may voluntarily agree to the premature termination of the contract against compensation. Bexeo may either invoice the effective expenditure or, in the case of fixed prices without detailed hourly billing, demand a flat-rate compensation. The flat-rate compensation from the original order volume shall amount to 50% until the start of the project, 75% in the first month after the start of the project and 100% thereafter. Any order execution on the part of Bexeo shall be deemed the start of the project.

THE CLIENT’S RIGHTS AND OBLIGATIONS

4.1 Collaboration - The client agrees to cooperate and meet deadlines for Bexeo to provide the best service possible. Unless a different project schedule is available, a maximum project duration of 3 months is provided for orders up to CHF 10,000, otherwise the services are invoiced and a 10% surcharge for additional work can be added for each additional month. The same applies analogously for orders over CHF 10,000 for a maximum project duration of 6 months.

4.2 Third-party rights - The client is solely responsible for the legal admissibility of the domain name and the contents of his internet pages and printed matter as well as for the data and information provided by him (design work, texts, electronic data, image data, etc.) including the search terms. The same applies to the protection of third-party rights, in particular about copyright, competition law and criminal law.

4.3 Good for printing - The client is obliged to check all control documents for errors of any kind and to return them immediately with the necessary corrections. With the approval for printing, the client releases printed matter or other production information and thereby agrees to the submission or implementation.

4.4 Notice of Defects - The services and products provided by Bexeo shall be inspected by the client immediately upon receipt. If the client wishes immaculate products, high-quality and thus more expensive processes with certain guarantees must be selected. In the case of color reproductions, trimming, folding and finishing in all production processes, minor deviations from the original or the template cannot be objected to, especially if third parties such as printers also exclude such deviations from the complaint for technical or price reasons. The same applies analogously to the materials and production processes used. Any complaints must be made in writing without delay, at the latest within 8 days.

4.5 Delays - Delivery dates are generally to be regarded as non-binding. The dates stated correspond to the respective planning status. In the event of non-compliance, Bexeo shall be granted a reasonable grace period. Bexeo shall not assume any responsibility for any delays that may occur, in particular if such delays are caused by third parties such as printing houses or by changes at the client’s request. In its relationship with the client, Bexeo shall be liable in accordance with Swiss law, but not for immaterial damage or loss of income. Bexeo shall not be liable in cases of force majeure.

4.6 Search engine rankings - Bexeo does not guarantee the client success of taken measures. The ranking of a website in search engines depends on numerous factors over which Bexeo has no control, so Bexeo's services alone do not necessarily lead to success.

4.7 Browser compatibility - Bexeo provides web services based on modern and current technologies. Depending on the web browser and operating system used, however, the display may vary. No guarantee of compatibility is given for technology with a market share of less than 5% in Switzerland or for outdated operating systems and browser versions. Mobile devices such as smartphones and tablets generally have smaller screens, although the formats and resolutions vary considerably. Therefore, the presentation of websites is aligned to a common standard width, unless otherwise agreed.

4.8 Server Setup - Unless otherwise requested, Bexeo sets up domain names and servers with the basic settings for a new Bexeo website, whereby the client does not have direct access to server administration and configuration. Installation on third-party web servers is not included in the basic price, as these servers do not necessarily have the needed specifications. Bexeo's email service can be used as web access via browser with the existing user interface or via the POP or IMAP protocols as download or integration for Outlook, smartphones or other programs and devices. The client must explicitly request a move of an existing hosting, email account or other services related to domain names and hosting, otherwise such services will be interrupted.

4.9 Special Termination - The client is entitled to terminate the contract without notice with the right to a pro-rata refund of prepaid costs for the remaining term of the contract, if the client suffers a disadvantage as a result of a change pursuant to Section 3.6, which would have prevented the client from concluding the contract at the time of the order, which the client must credibly prove.

4.10 Payment - The client is obligated to pay the costs for the entire duration of the contract in compliance with Section 2. In the event of late payment, a reminder fee of CHF 20.00 per reminder letter and interest on arrears of 15% of the outstanding amount from the invoice date will be due. The reminder will be sent at intervals of 10 days before further steps are taken. Bexeo reserves the right to transfer the item to a third party for collection. In the event of repeated default of payment and unsuccessful reminders or in the event of default of payment by new clients, Bexeo shall receive the right to block access or interrupt services. In this case, access shall only be reactivated after full payment has been received, plus a processing fee of CHF 100.00.

4.11 Additional Work - Bexeo may refuse to perform work that is not within the scope of Bexeo's responsibilities or the applicable product catalog or may charge the client for such work in accordance with the time and effort required. Examples of such a chargeable service, usually at an hourly rate, include, but are not limited to, service enhancements, the restoration of a website administered by the client that has been unintentionally modified, e-mail support regarding interfaces and external systems or installations and adaptations on third-party web servers. For domain transactions, the processing fee is at least CHF 20.00 per transaction.

4.12 Extended rights of use and raw data - The client basically has the rights of use agreed in the order at their disposal. Especially regarding photo shootings, several selected photos including image editing or image processing for a specific purpose are common. Extended rights of use can be purchased for a small additional charge, whereby additional image processing or image editing will be billed separately. The delivery of raw data is not provided for and will be invoiced additionally if necessary.

4.13 Limits - For products with limits (traffic, number of pages, number of e-mail addresses, etc.), the client will be charged the additional volume according to the published price if the respective limit is exceeded.

4.14 Use - The client is obligated to make proper use of the services offered to him in compliance with Section 1.4. The client’s right to use the services is not transferable and exists only for the client or its companies and employees. If certain rights of use are transferred, the client is responsible for informing the respective third parties and is generally liable for them as well.

4.15 Restriction - It is generally prohibited to operate or promote, directly or indirectly, so-called adult and download sites or content, IRC services (including bots, bouncers, etc.), file sharing services (peer-to-peer, etc.) or potentially illegal or offensive content. Furthermore, the client waives the execution of programs or scripts or the operation of sites which impair the system resources to the detriment of other clients. Furthermore, the client is obliged to comply with the storage space limit.

4.16 Liability - The client is solely liable for all content, links and actions related to the account, server and printed materials used by them. Bexeo GmbH assumes no liability for direct or indirect damages due to technical problems, server failure, data loss, transmission errors or other reasons, and Bexeo GmbH shall in no case be liable for lost profits, indirect damages, and consequential damages. Furthermore, Bexeo GmbH shall not assume any costs for the provision of services by third parties. Bexeo GmbH shall also not be liable for impairments of functionality and damages caused by third-party programs used.

4.17 Contact Addresses - By registering, the client agrees to provide correct and complete information. These include, if available, company, contact person, postal address, telephone number and e-mail address. The client is obligated to notify Bexeo within 10 days in the event of important changes in order to prevent difficulties in contacting and delays. If the contact data turns out to be incomplete, incorrect or not up-to-date and the identity of the client can therefore only be determined with disproportionate effort or if notifications to the client cannot be delivered, Bexeo shall receive the right to discontinue the provision of its services or to terminate the contract extraordinarily without notice and compensation. Bexeo shall also be entitled to invoice the client for any costs incurred due to outdated, incomplete, or incorrect contact data, whereby the minimum fee shall be CHF 20.00.

4.18 Privacy - The client is responsible for maintaining the confidentiality of the website and the associated password. He is also responsible for all actions caused by the fact that the client has given visitors access to their website or has passed on the password and is liable for all consequences of the use or misuse of their website or password. The client agrees that personal data about him/her may be stored and transferred to third parties, as necessary. This applies in particular to the transmission of data necessary for the registration of domain names, whereby such data may subsequently be published.

TERMS OF USE

PURPOSE

1.1 Quality of Service - The terms of use are primarily intended to protect Bexeo's operating environment so that its quality of service is not compromised in the interest of the majority of clients. Clients who pass on their server or account or parts thereof to third parties are obligated to inform them accordingly and shall also be liable to Bexeo for such third parties.

PROHIBITIONS

2.1 Infringement - All data, content, and activities as well as the promotion of or participation in such that violate Swiss law are prohibited. This includes the publication or distribution of data protected by copyright or distribution law.

2.2 Racism - The publication or distribution of racist content or background is not permitted. Bexeo shall be entitled to determine the definition of racism in ambiguous cases.

2.3 Abuse - Activities as well as the promotion of or participation in such, which are considered unwelcome according to generally known internet rules of conduct (Netiquette / RFC1855), are not permitted. This includes the (multiple) unsolicited distribution of unwanted messages (spam, UCE, etc.) as well as attacks against other systems connected to the internet (DDoS Attack, Spoofing, etc.) Bexeo is entitled to the definition of netiquette or its components. Furthermore, the client shall refrain from excessive bandwidth consumption, i.e. if the available network resources are impaired to the detriment of other clients.

VIOLATION

3.1 Definition - Any failure to comply with or unconscionability of a prohibition mentioned in Section 2 is considered a violation, whether intentional, unknowingly or through third party fault. Such a violation can be identified by examining reports or complaints by third parties or - depending on the case - by conspicuous signs in Bexeo's system checking mechanisms.

3.2 Consequences - The decisive factor here is how serious Bexeo considers this to be and, in the event of any punishment, the appropriate proportionality should be applied. In any case and as a minimum, the client will be warned. In the event of serious or multiple violations, Bexeo reserves the right to terminate a contract or subscription without notice or to immediately temporarily block the content, service, account, or server concerned.