1. Terms of contract
The following terms and conditions regulate the relationship between the Client and SUAN Conceptual Design GmbH (in short: Suan). They are only valid if they have been brought to the attention of the Client before placing the order – i.e. if they are an integral part of the order.
2. Written form
Deviations from the following conditions must be in writing.
3. Services of SUAN Conceptual Design GmbH
Suan provides various strategic, creative, organizational and administrative services within the workflow of an order. Further details can be found in the fee schedule.
4. Fiduciary duty, business secret
Suan undertakes to perform the assigned tasks carefully, conscientiously and responsibly as well as to treat the information entrusted to it or prepared for the Client as confidential.
The copyrights to all works created by Suan (concepts, designs, presentations, logos, texts, photos, graphics, illustrations, packaging, etc.) belong to Suan. Suan may dispose of these rights in accordance with the provisions of the Federal Law on Copyright and Related Rights of October 9, 1992. It follows from this principle, among other things, that the Client is not entitled to use the works in question and/or make changes – in particular to individual design elements – without Suan’s consent. Suan shall be entitled to designate its authorship of the works created by it in a form to be determined by it.
6. Rights of use, scope of use
In principle, the agreed rights of use shall not pass to the Client until the fee has been paid in full. The scope of the permitted use of the works created by Suan shall be determined by the purpose of the contract concluded with the Client. In particular, works created by Suan, order documents or parts thereof, which are handed over to the Client, may be used exclusively within the scope of the agreed order.
Unless otherwise agreed, this right of use shall be valid for an unlimited period of time and geographically unlimited and excludes any use outside the purpose of the contract as well as the release of raw data. However, the parties may renegotiate any use outside the purpose of the contract and the release of raw data.
For any use outside the purpose of the contract, the Client shall obtain Suan’s permission and compensate Suan accordingly for the additional use. Suan shall not grant the Client the right to use any design proposals that are not pursued further, unless this is agreed separately.
7. Unlawful use
The unlawful use of a copyrighted work of Suan shall oblige the Client to pay a contractual penalty in the amount of CHF 10,000. Suan expressly reserves the right to claim damages.
In the case of editing, adaptations or redesigns of third-party works (e.g. design work, photos, texts, samples, electronic data, etc.), Suan may assume, without any express indication on the part of the Client, that the authorization for such uses exists and that accordingly no third-party rights are infringed. Should the rights of third parties nevertheless be infringed, the Client shall hold Suan harmless in every respect.
9. External subcontracting
Within the scope of the order and for the account of the Client, Suan shall arrange for third-party services that it requires for design work and for the realization of templates that are ready for reproduction. For these third-party services a quotation must be available, which must be accepted by the Client in advance.
10. Retention of documents
Suan shall be obliged to store order documents, final drawings, etc. at its place of business for a period of one year after completion or delivery. In the absence of written instructions to the contrary from the Client, Suan shall be exempt from further storage beyond this period. If documents are to be stored for a longer period of time, the conditions shall be agreed upon separately. In the case of extensive work, Suan may charge for the storage media on a pro rata basis.
11. Individual presentations
Compensation for individual presentations shall be agreed upon prior to the start of work. In all other respects, the provisions of the Suan fee schedule shall apply.
12. Specimen copies and self-promotion
Suan shall be provided, without request, with 10 perfect specimen copies (in the case of valuable pieces, an appropriate number) of all work produced, including reprints. Suan shall have the right to use and publish these vouchers as proof of the performance of its work.
Suan may use the concepts and services created and performed by it for its own advertising in all common media and the submission to competitions and their publication.
13. Preliminary meeting
As a rule, the first meeting is free of charge.
14. Indicative offer and fee settlement
The Suan fee schedule is the basis for the indicative offer and the fee settlement. The fee is based on the time spent and the individual hourly rate for the individual services. The submission of a written, individual guideline offer is recommended in any case. Suan shall inform the Client in good time of any additional work required due to changes in the specifications.
15. Reduction or cancellation of the order
If an order placed is reduced or cancelled, Suan shall be entitled to:
a. offsetting of its work performed to date (pro rata temporis),
b. offsetting of its expenses and the advance services of third parties,
c. reimbursement of all damages resulting from the reduction or cancellation.
In addition, Suan shall have the right to use its work performed to date elsewhere in the event of cancellation of the order. The rights of use shall remain with Suan in their entirety.
Suan shall make the settlement on the basis of the indicative offer and the services rendered.
17. Payment terms
Suan shall invoice the work performed on a monthly basis, which shall be paid within 30 days without deduction. In the event that a large amount of time is required for the fulfilment of the order, Suan shall be entitled to appropriate payments on account.
18. Consulting and mediation commissions
Suan shall receive consultancy and agency commissions in connection with obtaining quotations, placing orders and checking invoices.
They shall be passed on to the Client if Suan invoices the Client for its expenses in connection with the execution and supervision of the production.
19. Applicable law
The relationship between the Client and Suan shall be governed by Swiss law. Unless Suan’s terms and conditions provide otherwise, the provisions of the Swiss Code of Obligations in Art. 394 et seq. on the simple contract shall apply.
20. Place of jurisdiction
The place of jurisdiction is the registered office of Suan.
Originator of the original version of these GTCs:
Professional Association SGD Swiss Graphic Designers