General Terms and Conditions (GTC)

1. Services

1.1 The agency offers services in the field of web design and web development. These include the individual design and programming of websites as well as consulting in these areas.

1.2 Definitions:

• Clients are customers who make use of the agency’s services.
• Website projects refer to the websites created or revised by the agency.
• Services include all activities performed in the context of creating, revising, and maintaining websites, as well as consulting on these matters.

1.3 The agency commits to providing the following services:

• Design and programming of websites according to the specifications and wishes of the clients.
• Consultation on the concept, design, and technical possibilities of the websites.
• Provision of maintenance and support services after project completion, including, but not limited to, content updates and technical updates.

1.4 Contracting parties must be of legal age. For underage contracting parties, the consent of the legal representative is required.

2. Conclusion of the Contract

2.1 These General Terms and Conditions (“GTC”) form the legal basis for the contractual relationship between Layout.ch, Winterholzstrasse 55, 3018 Bern, (hereinafter “Layout.ch”) and the client who makes use of a service or product offered by Layout.ch. The GTC govern the relationship for the entire duration of the contract and are subject to Swiss law.

2.2 Clients can make inquiries via the agency’s website, by phone, or by email to obtain information about the offered services. The agency’s GTC are available on the website and are also provided directly to clients upon request.

2.3 Consent to the GTC is given either in writing by email, with the client expressly confirming their agreement to the validity of the GTC, or implicitly by ticking a consent box when paying via an online payment service provider such as Stripe, confirming that the client has read and accepted the GTC.

2.4 A contract between the agency and the client is concluded as soon as a written order confirmation is issued by the agency and transmitted to the client. This can be done via email and includes a summary of the agreed services as well as confirmation of consent to the GTC.

2.5 The agency assumes that all information provided by clients in the course of initiating the contract is truthful and complete. The client bears the responsibility for any damages arising from incorrect or incomplete information. The agency is only liable for damages resulting from intent or gross negligence on the part of the agency.

3. Fulfillment of the Order

3.1 After the contract comes into force, the agency begins to fulfill the agreed services. The client is obliged to provide the agency with all necessary information and materials required for the implementation of the project. The agency aims to provide the services in accordance with the agreed schedules and specifications.

3.2 The agency strives to implement all client requirements within the scope of the agreed project. Should certain specifications or requirements not be feasible, the agency undertakes to seek alternative solutions in consultation with the client that come as close as possible to the client’s objectives.

3.3 The completion and implementation of the project is considered fulfillment of the order by the agency. The client will be promptly informed about the completion of the work and the provision of the services. From this point on, the agreed services are considered rendered, and the client is obliged to make the agreed payments in accordance with the payment terms.

4. Remuneration

4.1 The agency issues invoices for web design and development services based on fixed prices, hourly rates, or project-specific agreements. Services that are not listed as modules or packages on the website are performed at an hourly rate of 120 CHF.

4.2 The remuneration structure includes fixed prices for specified service packages and hourly rates for individual services. All pricing models are clearly communicated before the conclusion of the contract.

4.3 The order confirmation sent to the client contains a detailed calculation of the agreed services, including the total volume of the order and the prices of the individual services. The agency reserves the right to charge separately for extraordinary expenses, such as frequent change requests by the client or additional effort that goes beyond the original project scope, at a previously determined hourly rate, as well as for other costs incurred.

4.4 The agency reserves the right to adjust its prices and hourly rates. Already agreed projects are exempt from price adjustments, unless extensions to the project are made through additional agreements.

4.5 Payment terms are agreed upon individually. This may include full payment upon conclusion of the contract or a partial payment at the start of the project and the remaining amount upon completion of the project. The exact payment deadlines and conditions regarding value-added tax are specified in the contract.

4.6 In case of a payment delay, the agency is entitled to charge default interest at a rate specified in the contract. In addition, reminder and collection costs as well as any further damages incurred are to be borne by the client.

4.7 Offsetting of claims by the client against the agency is only possible with the express written consent of the agency.

4.8 Expenses For personal meetings that take place more than 15 km from the business location of Layout.ch, expenses are charged. From the 16th kilometer onwards, these amount to CHF 2.00 per kilometer for the round trip. The expenses include both the travel time and the kilometer compensation for the vehicle. The distance calculation to the meeting point is based on Google Maps.

5. Rights and Obligations of the Contracting Parties

5.1 The clients and the agency commit to considering the applicable legal regulations when creating and designing websites. This includes compliance with personal rights, copyright, competition law, as well as regulations on trademarks and design in Switzerland, in Europe, and, where necessary, also international legal provisions. Particular attention must be paid to ensuring that the content of the websites does not contain any criminal content. If such content is detected, the agency will take appropriate steps.

5.2 All access data and codes provided within the framework of the projects are to be treated confidentially and must not be passed on to third parties.

5.3 The agency reserves the right to clearly mark all created works and content as such and to distinguish them from other content in order to ensure transparency and compliance with netiquette.

5.4 All information exchanged in the context of the collaboration between the agency and the client is considered confidential. This includes technical details, service information, and know-how. The obligation to maintain confidentiality of this information continues even after termination of the contract, as long as there is a legitimate interest in confidentiality. Excluded is information that is already publicly known or published at the time of the exchange. Upon request, all confidential documents and data carriers must be returned.

5.5 The agency commits to complying with data protection regulations and ensures the security of the data according to the current state of technology. This obligation also extends to clients and includes the protection of personal data as well as all information processed within the framework of the projects.

5.6 Any form of manipulation or attempts to circumvent the integrity of the created works or the billing procedures is strictly prohibited. This includes technical manipulations or any other means intended to influence the course or billing of the services. In case of suspected manipulation, all affected parties will be informed immediately, and appropriate measures will be taken.

5.7 Browser compatibility: The agency commits to continuously adapting the developed websites to new versions of web browsers to ensure their correct functioning, as far as this is technically and economically reasonable. This adaptation is included within the scope of the annual service package contract, if such a contract exists. The agency does not guarantee compatibility with outdated or less common browsers that have less than 3% market share in Switzerland.

5.8 Hosting and domain management: In the first year, our agency covers the hosting fees for the client’s website. The selection of the hosting provider is made by us, while the client is responsible for providing the necessary access data to enable the technical connection between the domain and the website. The clients retain full responsibility and ownership of their domain names, including all associated costs and management. Our agency technically supports the setup and configuration of the hosting services, but without assuming costs or responsibility for the clients’ domain names. After the first year, the continuation of hosting is dependent on the client’s selection of a support package. Without such a package, the client must arrange for hosting and the associated costs themselves.

5.9 Provision and procurement of image material: If the client lacks their own image material, our agency can acquire suitable stock photos at the client’s request and expense. Additionally, there is the possibility to organize a photo shoot with an external photographer, which, however, is associated with additional costs. The use of the provided images is intended exclusively for the client’s website.

5.10 Self-promotion: Unless otherwise agreed, the client agrees that our agency may use the graphics and websites created for them as references on our own website. This includes the authorization for us to place a link to the client’s website. We usually insert such a link in the imprint of the client’s website or discreetly integrate our logo in the lower area of the website, linking to our agency website.

5.11 Client’s obligation to cooperate and project continuation: The client undertakes to actively contribute to the completion of their website by providing all necessary materials within 30 days, unless otherwise agreed. If this obligation is not fulfilled, the agency reserves the right to pause the project. The client must understand that after a pause, the immediate resumption of the project cannot be guaranteed, as the agency may prioritize other client projects. Therefore, delays of several weeks or months may occur until the agency can continue the project.

5.12 Handling of delays: Our agency strives to meet agreed delivery dates. Should we nevertheless be unable to meet a deadline, we must be granted a reasonable grace period for subsequent delivery. We do not assume liability for damages or consequential damages resulting directly from a delay, especially if the delay is due to the involvement of third parties.

5.13 Client’s responsibility for legal compliance: It is the client’s responsibility to ensure that the chosen domain name, the contents of their website, and all published material comply with legal requirements. This includes ensuring that all materials and content provided, including texts, images, and electronic data, do not infringe the rights of third parties and are in accordance with applicable copyright, competition, and criminal law provisions.

6. Copyrights and Ownership Rights

6.1 Ownership rights to works: All works created for the client within the scope of the services are protected by copyright. The ownership and full usage rights to these works are transferred to the client after complete payment of all agreed services, unless otherwise agreed.

6.2 Usage rights: The client is granted comprehensive usage rights for the created works. Any further use requires a separate agreement.

6.3 Licensing of third-party content: The agency informs and supports the client in obtaining necessary licenses for third-party content.

6.4 Copyright notice: A copyright notice identifying the agency or the client as the creator will be affixed to all relevant works, unless otherwise agreed.

6.5 Transfer of rights: The transfer of ownership and usage rights only takes place after full payment.

6.6 Protection against unauthorized use: The client undertakes not to use the works without authorization. Any unauthorized use may result in legal action.

7. Warranty and Liability

7.1 The agency assumes no liability for the loss or damage of data, materials, and documents provided by clients for the creation or revision of websites. Clients are advised to keep backup copies of all relevant data, as the agency does not return provided material.

7.2 The agency undertakes to perform its services carefully and in accordance with current technical standards. Clients are also encouraged to keep their websites technically up to date and to take appropriate measures to protect against technical disruptions.

7.3 The agency’s liability is limited to damages resulting from intentional or grossly negligent breaches of contract. Clients are obliged to report any defects or disruptions without delay.

7.4 The agency is not liable for defects and disruptions that lie outside its area of responsibility, in particular not for security deficiencies and operational failures caused by third-party companies with which the agency cooperates or on which it depends.

7.5 The agency is not liable for damages caused by force majeure, improper handling, disregard of known risks by clients or third parties, excessive strain, unsuitable equipment, extreme environmental influences, or external interference (e.g., viruses, worms), provided these occur despite reasonable security precautions.

7.6 In principle, the agency disclaims any liability for damages arising from breaches of duty under Section 5 by the agency’s contractual partners, unless such damages result from negligent or intentional omission by the agency to prevent the misconduct. In such cases, the agency is only liable for direct damages and excludes liability for consequential damages, to the extent legally permissible.

7.7 The agency informs on its website about data protection risks and necessary security precautions that clients and their end users must observe.

8. Amendment of the GTC

8.1 The agency reserves the right to change the prices for its services, the offered services themselves, as well as the General Terms and Conditions (GTC) at any time. The agency informs about such changes by publishing them on its website. Clients are additionally notified directly by email or other suitable means, as far as practicable.

8.2 Amendments to the GTC do not come into force retroactively and do not apply to already concluded contracts. For these, the conditions agreed upon at the time of the conclusion of the contract apply until the completion of the respective project or until the end of the agreed service period.

9. Extraordinary Contract Termination

9.1 An extraordinary termination of the contract is possible without observing a notice period in the following cases:

Bankruptcy or obvious insolvency of the client. Payment delay by the client, after the agency has reminded the defaulting client at least once and granted them a reasonable grace period. Cessation of the client’s business activity. 9.2 In cases of extraordinary termination due to the above-mentioned reasons, amounts already paid in advance but not yet used will be refunded proportionately, provided this is objectively justified.

9.3 Immediate termination of the contract also occurs in case of serious breaches of contract defined in the GTC or in the contract. In case of less serious breaches of contract, termination only occurs if the party concerned does not change their behavior within the set deadline after a written warning. In these cases, refunds of services already rendered are generally excluded. However, the agency and the affected client reserve the right to claim damages, provided that a damage has demonstrably occurred.

9.4 The termination of the contract with the agency does not affect the legal validity of any sublicense agreements or arrangements that the client has entered into with third parties within the scope of the services provided by the agency. The termination of such contracts due to breaches of duty is the responsibility of the respective contracting parties.

10. Final Provisions

10.1 Swiss law, in particular the provisions of the Swiss Code of Obligations (CO), applies to this contract and all resulting legal relationships.

10.2 The parties undertake to initially clarify any difficulties or disagreements arising from the execution or interpretation of this contract amicably. If an agreement cannot be reached in this way, an independent mediator will be called in, whose costs will be borne in equal parts by all parties involved.

10.3 Should individual provisions of this contract not be regulated or prove to be ineffective, this does not affect the validity of the entire contract. The parties concerned undertake to replace the unregulated or ineffective provisions with a regulation that comes closest to the original purpose of the agreement in legal and substantive terms and corresponds to the common interests of both parties.

10.4 The place of jurisdiction is agreed to be the business location of the agency. For all disputes arising from this contract, the competent court at the registered office of the agency has exclusive jurisdiction.