General Terms and Conditions (GTC) of Bluesun AG for Photography & Videography

1 General

1.1 The contracting parties are Bluesun AG (hereinafter referred to as Bluesun) and the customer (the customer is any natural or legal person who has concluded a contract with Bluesun). For reasons of better readability, the simultaneous use of different gender forms is avoided in the text and the masculine noun form is used consistently. Of course, all genders are always meant and addressed equally.

1.2 These General Terms and Conditions for Photography and Videography replace the previous General Terms and Conditions of Bluesun, version V2012-07-PhotoVideo, and apply to all contracts, services and products of Bluesun, in particular photography, videography, post-production, art prints and consulting.

1.3 Deviations from these GTC are only valid if they are confirmed in writing by Bluesun.

1.4 Unless expressly agreed otherwise, the provisions of these GTC shall apply to all contracts that Bluesun concludes with the customer. Any general terms and conditions of business, purchase, procurement, etc. of the customer shall not apply even if the customer refers to them in its order or order confirmation and Bluesun does not expressly object to them again.

1.5 Bluesun reserves the right to amend these GTC in order to take account of legal, economic or technical changes. The customer shall be notified of any changes in good time.

2 Placing of order / components of the contract / services

2.1 Bluesun's offers are always subject to change. A contract shall only come into existence upon the signature of both contracting parties or upon receipt of a written order confirmation from the customer and its acceptance by Bluesun by countersignature or written confirmation or by commencement of the provision of services. Only the content of the contract thus confirmed and these GTC shall form the basis for the provision of services by Bluesun. The scope of the contractual services is set out in the aforementioned contractual documents and their annexes, such as service descriptions and concepts, insofar as these annexes are expressly designated by Bluesun as integral parts of the contract.

3 Definition

3.1 The term photographic work refers to the result of work performed by the photographer for the customer in accordance with the agreement reached between the parties, whereby the term photographic work in the context of these GTC always also includes the result of a videographic work performed as well as the necessary post-processing of the photographic and videographic work.

3.2 The photographer is the person at Bluesun responsible for the performance of the photographic work.

3.3 The customer is the person who orders the photographic work from Bluesun.

3.4 The parties are Bluesun and the customer.

3.5 Any reproduction of the photographic work in analog or digital form on a data carrier, on the web or on paper shall be deemed to be a copy of the photographic work or a specimen.

4 Services of the photographic work

4.1 Subject to written instructions from the client, the design of the photographic work shall be left entirely to the photographer's discretion. In particular, he shall have the sole right to decide on the technical and artistic means of design – such as lighting and image composition.

4.2 Bluesun or the photographer may use assistants to carry out the photographic work.

4.3 The photographic equipment and other devices required for the photographic work shall be provided by Bluesun.

4.4 The place of performance shall be Bluesun's place of business. If the customer wishes the photographic work or copies to be sent to him, transportation shall be at the customer's risk and expense.

5 Obligations of the customer

5.1 The success or failure of the contract and the provision of services by Bluesun depends decisively on whether and to what extent the customer cooperates in the realization. The obligations to cooperate are primary performance obligations. As long as the customer does not or does not properly fulfill its obligations to cooperate, any agreed performance deadlines or dates shall be extended or postponed to a reasonable extent and Bluesun shall not be in default. If Bluesun incurs additional expenses due to the customer's failure to cooperate, these shall be additionally remunerated by the customer at the usual rates. To the extent necessary for the provision of the service, the customer is in particular obliged (a) to ensure that the locations, objects and persons required for the photographic work are available in good time, (b) to provide Bluesun with the decision-making basis and content information (such as in particular the script, structural specifications, images, texts, graphics, etc.) required for the provision of the service in good time.(c) to grant all rights to the templates necessary for the performance of the contract, in particular the right to edit and reproduce the templates supplied without any restrictions in terms of time and space, (d) to properly coordinate with Bluesun any deadlines and meetings necessary for the performance of the contract and to consult with Bluesun in good time in cases of doubt.

5.2 Bluesun and the customer shall each appoint a contact person. These contact persons shall be responsible for communication between the parties in the context of the performance of the contract.

5.3 The customer undertakes not to misuse Bluesun's services. In particular (a) not to violate criminal and regulatory provisions, (b) to observe copyrights and other industrial property rights of third parties, and (c) not to engage in any anti-competitive activities.

5.4 The customer must ensure that the use of the templates and information provided by him does not violate any third-party property rights or laws (in particular criminal and regulatory provisions). Bluesun is not obliged to check whether the work material it receives from the customer for photographic processing or use or forwarding is subject to third-party rights or contains unlawful or incorrect information; this check is carried out solely by the customer. If the customer has indicated to Bluesun which persons are to be photographed as part of the photographic work, the customer must ensure that these persons have given their consent to the use that the customer wishes to make of their image as part of the use of the photographic work. If the customer has provided Bluesun with objects or has specified certain locations to be photographed as part of the photographic work, the customer must ensure that no third party rights conflict with the use that the customer wishes to make of the image of these objects or locations as part of the use of the photographic work.

5.5 Any breach by the customer of the obligations set out in clauses 5.3.-5.4 above shall entitle Bluesun (a) to modify the subject matter of the service in such a way that it does not infringe any intellectual property rights or laws, (b) to terminate existing contracts for cause. (c) Furthermore, in the event of a breach, the customer shall be obliged to refrain from any further breach, to compensate Bluesun for any damage incurred and to be incurred, and to indemnify and hold Bluesun harmless from any claims for damages and other claims of third parties caused by the breach. The indemnification obligation also includes the obligation to fully indemnify Bluesun from legal costs (court and attorney's fees, etc.).

6 Changes to orders

6.1 Changes to the order by the customer are only possible with the written consent of Bluesun and may be associated with additional costs and result in a later performance of the service. Any costs or additional expenses incurred by Bluesun as a result of changes to the order shall be borne by the customer. If no agreement can be reached by the customer on the costs and postponements caused by changes to the order, Bluesun shall continue the originally agreed work or services in accordance with the planned schedule.

7 Remuneration

7.1 Bluesun's services shall be invoiced on a time basis. If several Bluesun employees work for the customer at the same time, the time worked shall be charged for each of these employees. Meetings and telephone discussions (including the necessary preparation time) relating to Bluesun's services shall also be invoiced on a time basis. The hourly rates are based on the price list valid at the time of commissioning, which can be viewed and requested from Bluesun at any time. In exceptional cases, flat rates may be agreed for certain services.

7.2 If the customer postpones a recording session to a later date less than two days before the date of the session or if the customer fails to meet its obligations under clause 5 and a recording session therefore does not take place for the time being, Bluesun shall be entitled to full reimbursement of the costs already incurred (including third-party costs). In addition, Bluesun shall be entitled to compensation. This shall amount to 50 % of the remuneration agreed for the canceled recording session. If a lump-sum price has been agreed for the photographic work, the aforementioned compensation for cancelled recording sessions shall be calculated on the basis of the time spent on the cancelled recording session and shall be owed in addition to the lump-sum price. This shall also apply if a shooting session is postponed to a later date less than two days before the start of the shooting session due to unfavorable weather conditions, cancellation of models, etc.. Payment of the aforementioned compensation shall not affect the validity of the order. The service shall be provided after a new appointment has been made.

7.3 Even if all-inclusive prices are agreed, travel times and travel expenses of Bluesun as well as work performed at the customer's request on Sundays and public holidays and other transportation costs shall be invoiced separately. Travel time from Bluesun to the customer and back will be charged at 50 % as working time. Means of transportation: car – CHF 0.80/km; train: national 2nd class or 1 st class with half-fare card, international 1 st class; flight: business class; accommodation: 4-star hotel.

7.4 Bluesun is entitled to invoice for the services rendered or, in the case of flat-rate prices, according to the progress of work at the end of each calendar month and/or on completion of a project.

7.5 All Bluesun prices are exclusive of the applicable statutory value added tax, which will be shown separately in the invoices.

7.6 If, after the conclusion of a contract, there is a significant deterioration in the customer's financial circumstances which appears to jeopardize Bluesun's claim to remuneration, or if Bluesun only learns of such a deterioration after the conclusion of the contract through no fault of its own, Bluesun may refuse to provide the services owed until the respective remuneration has been paid or security has been provided.

7.7 The customer may only set off undisputed or legally recognized claims and may only assert a right of retention in respect of such claims.

7.8 Bluesun is entitled to assign its claims for remuneration to third parties.

7.9 All prices are in Swiss francs (CHF) and exclusive of VAT. For invoices in foreign currencies, the exchange rate on the day of invoicing shall apply. Exchange rate fluctuations will be taken into account in the invoice.

7.10. Bluesun reserves the right to adjust prices annually in the event of persistent inflation. The price adjustment is based on the Swiss national consumer price index (CPI). If the index rises by more than 3 % annually, the license fee may be adjusted accordingly.

7.11. Invoices must be paid within 30 days of the invoice date or by the payment deadline stated on the invoice without any deductions. If the customer is in default of payment, interest of 5 % per annum shall become due. Bluesun expressly reserves the right to assert further claims or legal remedies.

8 Deadlines

8.1 Deadlines for the provision of services by Bluesun shall only be binding if the customer fulfills all its obligations to cooperate in a timely manner. If payment on account has been agreed at the start of the contract, the performance deadlines specified by Bluesun shall apply from receipt of the agreed payment on account; the deadlines specified by Bluesun shall be postponed accordingly. If Bluesun fails to meet binding performance deadlines, the customer must first set a reasonable grace period. After expiry of this period, the customer may either continue to insist on performance of the contract or withdraw from the contract. Other claims are excluded to the extent permitted by law.

8.2 In the event of force majeure, including pandemics, natural disasters, strikes or official orders, the delivery periods shall be extended by the duration of the hindrance. Bluesun shall inform the customer immediately of the circumstances and their expected duration.

9 Acceptance / Warranty

9.1 The customer shall accept the photographic work after notification by Bluesun. The customer is obliged to carry out partial acceptance of separable parts of the work. Insignificant deviations from contractual specifications shall not entitle the customer to refuse acceptance. Acceptance shall be effected by written declaration of acceptance by the customer without delay, but at the latest within 10 working days of notification by Bluesun. The declaration of acceptance shall be deemed to have been made if the customer does not refuse acceptance in writing within 10 working days, stating the reasons.

9.2 Defects must be reported in writing within 30 days of the date on which Bluesun notified the customer of the completion of the photographic work, whereby the defects identified must be described in sufficient detail to enable rectification. Bluesun undertakes to rectify any significant defects that have been duly and timely reported; any reduction of the remuneration is excluded. There is no entitlement to rectification for defects that are not notified in due time or for insignificant defects. In the event of defective performance of the contract, Bluesun shall be liable at most within the scope of the obligation to rectify defects or, in the event of justified withdrawal from the contract by the customer, within the scope of reimbursement of any remuneration already paid. Any liability of Bluesun for damage caused by delay, expenses that have become useless, loss of profit, inconvenience or other consequential damages of the customer are hereby excluded to the extent permitted by law.

9.3 The exclusion or limitation of liability for damages in accordance with the above subsections shall also apply to any claims against the photographer, employees or agents of Bluesun.

9.4 Warranty claims and claims for damages shall expire no later than one year after Bluesun's notice of acceptance.

9.5 Liability for improper use, loss of quality due to further processing or damage caused by third parties is excluded.

9.6 Minor color deviations or typographical differences shall not be considered defects. Bluesun assumes no liability for color changes due to different printing processes or screen displays.

10. use of the photographic work by the customer in general

10.1 All rights to the photographic work not expressly granted to the customer shall remain with Bluesun. The customer may only use the photographic work for the purpose agreed with Bluesun, whereby only the customer is entitled to make use of the photographic work within the scope of the agreement made with Bluesun. Without a mutual written agreement, the customer is not entitled to grant third parties the right to use the photographic work.

10.2 Upon full payment, the customer shall receive a non-exclusive, non-transferable and non-sublicensable right of use for the agreed purpose. The customer may neither transfer the delivered works to third parties nor pass them on or sell them in modified form, unless this is expressly regulated in the license agreement.

10.3. Any use contrary to the agreement or any additional use not originally agreed shall oblige the customer to pay Bluesun compensation or settlement in the amount of at least (a) 25 % of the agreed total remuneration for each additional use within the scope of the original agreement (b) 50 % of the agreed remuneration for a use for additional products and services within the scope of the market defined for the original agreement (c) 50 % of the agreed remuneration for a use for an additional individual market within a similar scope as the market defined for the original agreement (d) 100 % for a use in the national market, (e) at least 150 % for international use per country and target market, if only national use was originally agreed, (f) at least 200 % for international use per country and target market, if only regional use was originally agreed. Bluesun expressly reserves the right to claim higher compensation or settlement.

10.4 The customer must mention the name of Bluesun and the photographer in an appropriate form when using the work as agreed with Bluesun – either with a featured symbol or another note agreed with Bluesun. In the event of omission of the endorsement, the customer shall owe compensation in addition to the agreed remuneration in the amount of 50 % of the agreed remuneration or the compensation/compensation pursuant to clause 2 above.

10.5 The provisions of the Federal Act of October 9, 1992 on Copyright and Related Rights (CopA) remain reserved.

11 License term and renewal

11.1 A photo production includes a license for use for 2 years from delivery of the images/videos. After expiry of the license, further use is only permitted with an extension. Otherwise use must be discontinued.

11.2 The license can be extended flexibly, based on the original total price of the photo production: 1 additional year: 25 %; 3 additional years: 50 %; 10 additional years: 100 %; unlimited use: 200 %. If no extension is requested, the images/videos must be removed from all digital and printed media after the license expires.

11.3 If no written notice of termination or refusal of renewal is received at least 30 days before the license expires, the usage license shall be automatically renewed for 1 year under the conditions set out in 11.2.

12 Restrictions and additional licensing

12.1 Licensed use includes Print media (e.g. brochures, flyers, magazines) up to 128 cm on the long side; Digital use (websites, social media, presentations); Internal company use.

12.2 Use outside Switzerland, EU and UK, larger formats or exclusive rights of use must be licensed separately.

12. image storage and archiving

12.1 After delivery of the images/videos by data transfer or on a data carrier, the customer shall be responsible for backing up the files.

12.2 Bluesun shall store the image and video data for a reasonable period of time, but does not guarantee long-term archiving. The standard retention period is 6 months from delivery. After this period, the data may be deleted for capacity reasons.

12.3 If longer archiving is desired, storage for a fee can be agreed. The conditions for this depend on the required storage space and the desired retention period.

12.4 Restoration or renewed provision of data after expiry of the regular retention period is not guaranteed and may be associated with additional costs.

13. protection against unauthorized use

13.1 Without a valid license extension, a subsequent charge of 200 % of the original license price will be due.

13.2 Passing on or use by third parties is not permitted without written consent.

14 Use of the photographic work by Bluesun or the photographer

14.1 Bluesun or the photographer reserves the right to publish the photographic work in any form and on any medium (in particular on the Internet), to make it accessible to third parties, to grant third parties an exclusive or non-exclusive license to use the photographic work or to provide third parties with copies of the photographic work. However, this right of Bluesun or the photographer is subject to the prior consent of the customer. The customer undertakes not to refuse his consent without good cause; the customer who does not expressly refuse or restrict his consent in writing within 30 days of the request for authorization from Bluesun or the photographer shall be deemed to have agreed to the respective use.

14.2 In the event of use of the photographic work by Bluesun or the photographer within the meaning of the preceding paragraph, Bluesun must ensure that the intended use does not infringe any third-party rights to the depiction of persons, goods or places.

14.3 Bluesun or the photographer shall have the right to refer to the cooperation with the customer and to the photographic work created for him, in particular in publications (Internet, printed matter), at exhibitions and in discussions with potential customers. References may only be used in a neutral business context.

15 Confidentiality obligation

15.1 The contracting parties undertake to treat as confidential all information that becomes known to them in connection with their activities in the execution of contracts concluded hereunder, in particular information about the other party's trade and business secrets, and in particular not to exploit such information for themselves or pass it on to third parties outside the purpose of the contract. Such information may only be passed on to those employees who require the respective information for the purpose of executing the contract, provided that the respective employee has undertaken to comply with this confidentiality provision by means of a written confidentiality agreement.

15.2 The duty of confidentiality shall survive the termination of the performance of the contract and shall extend to all employees of the respective party.

15.3 The duty of confidentiality shall not apply to such information that (a) was known to the other Party prior to its receipt by the disclosing Party, or (b) becomes generally known through no fault of the receiving Party, or (c) was lawfully made available to the receiving Party by a third party without a confidentiality obligation, or (d) was independently developed by the receiving Party, or (e) is required to be disclosed by law.

16 Data protection & reference use

16.1 Bluesun processes personal data in accordance with the GDPR and revDSG.

16.2 Both parties undertake to comply with the relevant data protection regulations.

16.3 Bluesun is entitled to name the customer as a reference customer using the company name and logo as soon as a business relationship has been established. This applies irrespective of whether the service is still ongoing or has been terminated in the meantime. Use as a reference shall only take place within the customary business framework, e.g. on the website, in presentations or in sales documents. The customer may object to the use in writing if there is a legitimate interest in the deletion of the reference.

17 Final provisions

17.1 Insofar as Bluesun provides services free of charge, these may be discontinued at any time without prior notice. This shall not give rise to a claim for reduction, reimbursement or damages.

17.2 The customer may not assign rights and obligations under a contract with Bluesun to third parties without Bluesun's prior written consent.

17.3 The legal successors of both contracting parties shall also be bound by the obligations arising from contracts concluded on the basis of these General Terms and Conditions.

17.4 Bluesun shall be entitled to engage subcontractors for the performance of the contract without prior notice to the customer.

17.5 This contract shall be governed by Swiss law to the exclusion of its conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of Bluesun in Aesch, Canton Basel-Landschaft.

17.6 Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions.

Edition February 2025