Allgemeine Geschäftsbedingungen

§1 Scope and Acceptance

• These General Terms and Conditions (AGB) govern the business relationship between Growis and its clients.

• Any deviating agreements shall only be valid if agreed upon in writing.

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§2 Service and Obligations

2.1 Scope of Services 

• Growis provides consulting, strategy, concept development, production, and marketing services within the communication, media, and marketing environment.

• In particular, Growis supports individuals and companies in the development and implementation of brand and positioning strategies, including content creation, campaign planning and execution, and related digital services.

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2.2 Provider Obligations

• The agreed services shall be performed with due care, professional expertise, and within the agreed timelines.

• Growis may engage qualified third parties or subcontractors for the performance of the services, while remaining responsible for their work.

• The right to provide similar services to other clients, including those operating in the same or similar markets, is expressly reserved.

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2.3 Client Obligations

• The Client shall ensure that all information and materials provided to Growis are accurate, complete, and legally compliant. The Client is solely responsible for obtaining any necessary rights, permissions, or approvals required for the use of such materials.

• The Client shall not use Growis’s services for unlawful or unethical purposes.

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2.4 Client Cooperation

• The Client shall provide all information, access credentials, approvals, and other necessary contributions in a timely manner to enable Growis to perform the agreed services.

• The Client shall inform Growis without undue delay of any special regulations, restrictions, or sensitive materials relevant to the execution of the services.

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§3 Fees and Payment Terms

3.1 Fees

• Fees for the services of Growis shall be agreed individually in the respective offer or contract and may consist of project-based fees. All prices are stated in Swiss Francs (CHF).

• Unless otherwise agreed in writing, project-based services shall be invoiced as follows: fifty percent (50%) of the agreed fee upon confirmation of the engagement and fifty percent (50%) upon completion of the agreed services.

• All third-party costs and tools required for the performance of the services are included in the agreed fee, unless explicitly stated otherwise in writing.

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3.2 Invoicing and Payment

• Invoices are payable within fifteen (15) days from the invoice date without deduction.

• In the event of late payment, Growis is entitled to charge default interest at a rate of five percent (5%) per annum in accordance with the Swiss Code of Obligations (OR).

• If payment remains outstanding after the first written reminder, Growis reserves the right to suspend further services until all outstanding amounts have been settled.

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§4 Term and Termination

4.1 Term

• Project-based agreements shall commence upon acceptance of the respective offer and shall automatically terminate upon completion of the agreed services.

 

4.2 Ordinary Termination

• Either party may terminate the agreement with thirty (30) days’ notice in writing, including by email, provided that the services have not yet been fully completed.

• In the event of termination by the Client, all services already performed as well as all services contractually committed or already commenced shall remain fully payable.

 

4.3 Termination for Cause

• Either party may terminate the agreement with immediate effect for good cause. Good cause includes, in particular, a material breach of contractual obligations or conduct that significantly harms the reputation or business interests of the other party.

• In the event of termination for cause attributable to the Client, Growis shall be entitled to full payment of the agreed remuneration, including any remaining outstanding amounts.

 

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§5 Deliverables and Intellectual Property

5.1 Ownership of Deliverables

• The deliverables created by Growis shall remain the property of Growis until full payment of all agreed fees has been received. Upon full payment, the Client shall obtain the right to use the deliverables exclusively for its own marketing and business purposes.

• The Client shall publish the deliverables in the form provided and shall not make any subsequent visual or substantive modifications without the prior written consent of Growis.

• Growis shall be entitled to use the created deliverables free of charge and without any temporal or geographical limitation for its own portfolio, reference, and promotional purposes, including but not limited to its website and marketing materials.

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5.2 Rights Reserved by Growis

• All underlying concepts, methodologies, strategies, templates, frameworks, know-how, and other intellectual property developed or used by Growis in the course of providing the services shall remain the sole property of Growis.

• Growis reserves the right to use similar concepts, ideas, and approaches for other clients.

• Growis is entitled to refer to the Client and the respective project for marketing purposes, including the use of the Client’s name and logo, and to publish case studies.

 

5.3 Third-Party Materials

• Where third-party materials, tools, or licensed content are used in connection with the services, the Client’s rights of use shall be subject to the respective third-party licensing terms.

• The Client shall be responsible for ensuring compliance with such third-party terms and shall bear any liability arising from uses exceeding the granted scope.

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§6 Price Adjustments for Ongoing Services

• In the case of ongoing or recurring services, Growis reserves the right to reasonably adjust its prices, in particular in the event of increases in wage costs, statutory charges, or material costs.

• Any price adjustment shall be communicated to the Client in writing in advance.

 

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§7 Confidentiality 

• Both parties undertake to treat all information received in the course of the collaboration as confidential.

• This obligation shall continue to apply even after the termination of the contractual relationship.

• This provision shall apply only to services expressly agreed as ongoing or recurring.

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§8 Warranty and Liability 

8.1 Warranty 

• Growis warrants that the agreed services shall be performed with due care and professional expertise. Unless explicitly agreed in writing, Growis does not guarantee any specific economic, commercial, or measurable outcome.

• The Client shall notify Growis in writing of any alleged defects within seven (7) days of receipt of the respective deliverables. Failing such notice, the services shall be deemed accepted.

 

8.2 Limitation of Liability

• Growis shall be liable only for damages caused by gross negligence or willful misconduct. Liability shall be limited to foreseeable and typically contractual damages.

• Growis shall not be liable for delays, disruptions, or damages resulting from the Client’s failure to cooperate or to fulfill its contractual obligations.

• Any further liability is excluded to the extent permitted by applicable law.

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§9 Dispute Resolution

• These AGB and any contractual relationship between Growis and the Client shall be governed exclusively by Swiss law, excluding any international conventions, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

• The exclusive place of jurisdiction for all disputes arising out of or in connection with these AGB shall be the registered seat of Growis in Lucerne, Switzerland, unless mediation has been expressly agreed upon in writing between the parties.

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§10 Ethical Standards and Termination

• Growis reserves the right to terminate the contractual relationship with immediate effect if the Client engages in conduct that violates applicable laws, ethical standards, or significantly harms the reputation or legitimate business interests of Growis.

• Such termination shall not affect Growis’s right to claim payment for services already performed or contractually committed.

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§11 Notices

• All notices and declarations under these AGB shall be made in writing and may be delivered by registered mail or by email.

• Notices shall be deemed received upon actual receipt by the respective party.