Terms and Conditions
1. Scope
1.1 These Terms and Conditions (hereinafter referred to as “T&C”) apply to all business relationships between futurlead by brandingkale (hereinafter referred to as the “Company”) and its customers. In the event that the Company’s offer contains different provisions, those shall prevail.
The Company reserves the right to amend these T&C at any time. The T&C can be accessed and printed at any time at www.futurlead.com/terms-and-conditions. The version of these T&C published on the Company’s website at the time of contract conclusion shall apply.
1.2 The Company provides advice on communication strategies and produces audiovisual products (videos, photographs, etc.), hereinafter referred to as “Products.”
The Products include, among others, the development of communication strategies and campaigns, project management in communication projects, workshops, and consultancy services regarding communication issues for clients. Additionally, the Company designs and creates corporate identities (Corporate Design), conceptualizes, develops, and realizes commercials, social media content, printed materials, events, and presentations. It also handles general design tasks.
All deliveries, services, and offers from the Company are made exclusively based on these T&C. Deviating provisions of the customer shall only apply if expressly agreed upon in writing with the Company.
1.3 The customer’s general terms and conditions are not accepted and do not become valid for the contractual relationship between the Company and the customer, even if the Company has not expressly objected to such general terms and conditions.
1.4 The Company plans and implements the Products in the best interest of the customer. The Company does not guarantee the success of these Products nor can it guarantee business success for the customer. The Products are implemented by the Company in the best interest of the customer. Various factors, subjective considerations, and business risks on the part of the customer exist, over which the Company has no control. Any liability for guarantees of success and losses of any kind is hereby excluded.
2. Conclusion of Contract
2.1 The Company is free to change price quotations and offers at any time until acceptance by the customer.
2.2 Orders from customers are binding offers, which the Company accepts by explicit order confirmation or implicitly by delivering the ordered Products to the customer.
2.3 An initial introductory meeting between the Company and the customer is free of charge and non-binding for both parties. If there is mutual interest in collaborating, the customer will receive a written offer. If accepted by the customer, this offer constitutes a binding order and a contract under Swiss contract law. The customer’s acceptance can be communicated via email or orally.
3. Payment
3.1 Invoices are due for payment within 10 days from the invoice date in the currency specified on the invoice.
3.2 If the agreed compensation exceeds CHF 5,000 and no specific payment terms are agreed upon, the following payment modalities and due dates apply: 50% prior to commencement of the project and 50% upon completion of the contract. The Company reserves the right to commence the desired service only after receipt of the agreed 50% compensation.
3.3 Upon expiration of the payment deadline stated in the invoice, the customer is in default without further reminder, and from that point onwards, a late payment interest of 5% is due. The Company is entitled to charge the customer for any collection costs.
3.4 If the customer defaults on payment, the Company is entitled to immediately suspend all further services without obligation to compensate. All rights to the Products remain with the Company until full payment (Clause 9.1). The Company is entitled to terminate any associated contracts immediately and claim damages without further formalities. The customer waives any claims for compensation due to the suspension of services.
4. Services of the Company
4.1 Compensation for the services provided by the Company is based on the actual time spent. The fee stated in the offer is an estimate of effort (including VAT). Any expenses or costs are not included in the offer and are to be compensated additionally.
4.2 The Company’s cost estimates include a maximum of two rounds of revisions. Additional adjustments will be compensated based on time spent, in the absence of individually agreed hourly rates, at CHF 150 per hour (plus VAT, expenses, and costs).
4.3 The delivery deadlines mentioned by the Company are indicative and non-binding. Any liability for delays is hereby excluded.
4.4 Any costs for the delivery of the Product or insurance premiums for risks related to contract fulfillment are to be borne by the customer.
4.5 Unless otherwise agreed, overtime surcharges are as follows: 25% for the 10th and 11th hours, 50% for the 12th and 13th hours, 100% for the 14th and 15th hours, and 150% from the 16th hour onwards.
5. Rights and Duties of the Company
5.1 The Company provides the contractually agreed services to the best of its knowledge and ability, utilizing its existing expertise.
5.2 All project-related information will be treated confidentially. The Company commits to an objective approach aligned with the customer’s objectives.
5.3 The Company is entitled to engage employees, qualified third parties, and subcontractors in Switzerland or abroad as deemed necessary for the agreed service delivery.
5.4 The Company regularly informs the customer about the progress of the project. In case of delays or difficulties during a project, the customer will be promptly notified.
6. Deadlines
6.1 The deadlines provided by the Company are to be considered as guidelines unless explicitly stated otherwise in writing. The Company provides deadlines to the best of its knowledge but without guarantee. If the Company is unable to meet a deadline, it will inform the customer of the expected timeframe for completing the postponed service. If a service by the Company exceeds a deadline that was explicitly guaranteed in writing, the customer may set an additional deadline of at least two (2) weeks in writing. If this deadline passes unused, the customer may then declare the Company in default regarding the respective order. In this case, the Company is liable to the customer only up to the agreed compensation for the order.
6.2 The Company’s adherence to deadlines requires timely receipt of all necessary information and details for executing the order.
6.3 If the reasons for exceeding a deadline that was explicitly guaranteed in writing are not solely attributable to the Company, the parties are obligated to mutually adjust the agreed deadline or schedule as necessary to accommodate the changed circumstances.
7. Rights and Duties of the Customer
7.1 The customer shall make all necessary arrangements to enable the Company to provide its services in a timely and legally compliant manner. In particular, the customer assures the Company that they possess all rights and necessary permissions required for fulfilling the order, and that the order does not infringe upon any third-party rights. Otherwise, the customer indemnifies the Company and holds it harmless from any third-party claims. The customer ensures project management (e.g., providing a contact person) that facilitates the optimal execution of the order by the Company.
7.2 It is the customer’s responsibility to securely store the products and work results of the Company upon receipt and to take necessary measures against data loss (such as using appropriate backup solutions for data). The Company disclaims any liability for data loss.
8. Rights and Duties of the Company
8.1 The Company is entitled to reject instructions that deviate from the originally agreed concept or that restrict artistic freedom in a manner inconsistent with the principles of the Company (see Clause 10.1).
8.2 The delivery of services occurs upon making the products available in the cloud or handing over physical items to the customer or their representative.
8.3 The Company is not obligated to keep the products available or securely store them. The archiving of the customer’s products is the responsibility of the customer.
9. Adjustments and Cancellations
9.1 Orders of a product are binding; therefore, the Company reserves the right to claim damages in case of adjustments or cancellations. Such damages may include costs for rented equipment, booked personnel, or any other expenses rendered useless.
9.2 If an adjustment (e.g., rescheduling) or cancellation occurs less than two working days (48 hours) before the start of shooting/production (excluding Saturday/Sunday and public holidays in the canton of Zurich), 100% of the price according to the offer is due for payment within 10 days from the shooting day (penalty clause), regardless of the actual costs incurred. For cancellations less than three days (72 hours) before the start of shooting/production, 75% of the price according to the offer must be paid. For cancellations less than four days (96 hours) before the start of shooting/production, 50% of the price according to the offer must be paid. For cancellations less than six days (144 hours) before the start of shooting/production, 25% of the price according to the offer must be paid. If the cancellation is communicated more than seven days before the start of shooting/production, there is no claim for compensation for loss of earnings.
Additionally, the customer is liable for damages, especially for all expenses incurred by the Company for the production of the product (cost of materials and space rental, personnel costs, etc.).
10. Defects, Inspection, and Notification
10.1 The Company provides its services carefully according to applicable professional standards. The services provided by the Company and the products produced represent art and are subject to highly subjective evaluations. The Company strives to achieve the best possible result for the customer. However, it cannot be excluded that the customer may not like the project for subjective reasons, which does not constitute a defect. The same applies to objections related to artistic freedom (e.g., against the concept, design, style, etc.).
10.2 The customer must inspect the products immediately after delivery (Clause 6.2). In case of defects, objective defects must be promptly and in detail notified.
10.3 If defects exist, the Company is entitled, at its discretion, to either grant a reduction in price or rectify the defects. Substitution without explicit consent from the Company is excluded.
11. Limitation of Liability
11.1 The liability of the Company is limited to 25% of the agreed fee as per the cost estimate. Furthermore, the Company shall not be liable for fortuitous events (including in cases of default) or force majeure. Additionally, the Company’s liability is excluded for cases of slight and moderate negligence. Computer viruses, worms, or other malware are considered force majeure.
11.2 The liability of the Company for auxiliary persons is also excluded even in cases of intent or gross negligence. For employees as per Article 101 Paragraph 3 of the Swiss Code of Obligations (OR), liability for slight negligence is excluded.
12. Rights to the Products and Usage Rights
12.1 Ownership and all intellectual property rights to the products and work results (copyrights and other intellectual property rights) arising in connection with the assignment remain with the Company until full payment of the agreed compensation for the product. The Company is entitled to withhold the corresponding work results until full payment is received.
12.2 Upon payment, ownership of any data carriers or physical work results, as well as the usage rights to the intellectual property rights arising from the assignment, transfer to the customer to the extent agreed upon at the conclusion of the contract. In the absence of agreement, all rights not explicitly transferred to the customer remain with the Company.
12.3 In any case, the Company is entitled to use the audiovisual works (films, photographs, etc.) produced as part of the assignment for its showreel or self-promotion purposes, and to adapt them accordingly for this purpose. Additionally, the Company may create case studies including the customer’s logo, showcasing the strategy, processes, and successes of the products. The customer grants the Company all necessary usage rights for this purpose, without any temporal or spatial limitations.
13. Termination
13.1 The Company is entitled to terminate the cooperation immediately if serious circumstances make continuation unreasonable, especially if it becomes apparent that the project deviates from the originally agreed basic concept, is no longer compatible with the principles of the Company, or indicates potential infringement of third-party rights. In such cases, the contractual relationship is terminated prematurely. Upon declaration of termination, any outstanding services of the Company become immediately due for payment. The Company is entitled to withhold delivery until payment and to claim as damages those costs that would have accrued for the next 3 months if the contract had been continued or were unavoidable.
14. Penalty Clause
14.1 The use of the work results outside the agreed purpose without the explicit consent of the Company is prohibited. Violation of this provision results in a penalty of CHF 5,000, with payment thereof not relieving the obligation to comply. Continued violation will result in a weekly continuing penalty. Claims for damages exceeding the penalty clause remain reserved.
15. Severability Clause
If one or more provisions of these terms and conditions are or become invalid in whole or in part, the validity of the remaining provisions or parts of such provisions shall not be affected. Instead of the invalid provision, a provision shall apply that corresponds as closely as possible to the purpose of the invalid or unenforceable provision, and which the parties would have agreed upon in order to achieve the same economic result, if they had known about the invalidity of the provisions. The same applies to any gaps in these terms and conditions.
16. Other Provisions
16.1 Assignment of rights under this contract is not permissible without the express consent of the Company. Place of performance for all obligations of the contracting parties is the Company’s registered office in Switzerland.
16.2 The Customer waives any set-off against the Company as well as the assignment of its claims against the Company to third parties.
16.3 Notifications shall be sent via email to [email protected].
16.4 All legal relationships between the Company and the Customer are subject to substantive Swiss law, excluding the Vienna Sales Convention.
16.5 The ordinary courts at the Company’s registered office shall have exclusive jurisdiction for the judicial determination of all disputes between the Customer and the Company. A lawsuit by the Company at the Customer’s place of residence/domicile is permissible.
Terms and Conditions updated in June 2024.