General Terms and Conditions of Bluesun AG for Web Agency Services

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 replace the previous General Terms and Conditions of Bluesun, version V2012-07-General, and apply to all contracts, services and products of Bluesun, as a web agency and in particular in the areas of web development, web design, digital applications, content creation, image processing, printed matter, registrations 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 Obligations of the customer to cooperate

3.1 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 without Bluesun being in default. If Bluesun incurs additional expenses due to the customer's failure to cooperate, the customer shall reimburse Bluesun for such additional expenses in addition to the usual rates. In particular, the customer is obliged (a) to grant Bluesun access to its technical facilities and premises insofar as this is necessary for the provision of the service, (b) to provide Bluesun with the decision-making bases and content-related information (such as, in particular, structural specifications, images, texts, graphics, etc.) required for the provision of the service, (c) to provide Bluesun with all information required for the provision of the service and (d) to provide Bluesun with all information required for the provision of the service.(c) to grant all rights to the information and templates necessary for the performance of the contract, in particular the right, unlimited in time and space, to edit, reproduce, publish and make publicly accessible via the Internet the information and templates supplied, (d) to coordinate the dates and meetings necessary for the performance of the contract with Bluesun in an appropriate manner and, in cases of doubt, to consult with Bluesun in good time, (e) to notify Bluesun immediately in writing of any defects or malfunctions that occur, describing them in detail.

3.2 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.

3.3 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, (c) not to take any anti-competitive actions, (d) not to send spam or junk mail or malware or grayware, (e) not to take any actions that violate applicable law or the rights of third parties. In particular, it is prohibited to carry out unauthorized mass requests or automated data collection, to falsify identities or content with the help of AI technologies, to engage in unauthorized crypto-mining, to manipulate users through misleading user guidance or to use hidden tracking techniques.

3.4 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 shall not be obliged to check the work material received from the customer for processing, use or forwarding as to whether third party rights exist or whether it contains illegal or incorrect information; this check shall be the sole responsibility of the customer.

3.5 The customer declares that all content such as texts, images, graphics, music and video sequences, software, drawings, etc., database content and structures and the domain used provided to Bluesun for the performance of this contract and made available on the Internet are free from third-party property rights or that the customer is entitled to use this content for the performance of this contract and in particular to display it on the Internet and/or make it available for retrieval by third parties. In particular with regard to the domain used to locate the website, the customer expressly declares that this does not infringe the name, trademark or other labeling rights of third parties or competition or copyright regulations and releases Bluesun from all investigations in this regard. The customer shall also bear sole responsibility for references (so-called hyperlinks) to third-party content emanating from its websites. Furthermore, the customer shall be solely responsible for ensuring that it is authorized to enable access to third-party content from its website by means of hyperlinks.

3.6 Any breach by the customer of the obligations set out in the aforementioned clauses 3.3.-3.5. 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 extraordinarily. (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 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.).

4 Changes to orders

4.1 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.

5 Remuneration

5.1 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.

5.2 Even if lump-sum 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.

5.3 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.

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

5.5 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.

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

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

5.8 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.

5.9 Bluesun reserves the right to adjust prices annually in the event of persistent inflation. The basis for this is the Swiss national consumer price index (CPI).

5.10. Invoices must be paid in full within 30 days of the invoice date or by the payment deadline stated on the invoice. If the customer is in default of payment, interest of 5 % per annum shall be due. Bluesun expressly reserves the right to assert further claims or legal remedies.

6 Deadlines

6.1 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.

6.2 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.

7 Acceptance and warranty

7.1 Insofar as contractual services are owed, the customer must accept these after notification by Bluesun. The customer shall be obliged to carry out partial acceptances 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.

7.2 Bluesun warrants that the contractual services provided by it are functional in accordance with the contractual agreement and can be operated on a suitable IT system. Defects must be reported in writing within 30 days of the date on which Bluesun has notified completion of the application, whereby the defects identified must be described in sufficient detail to enable rectification. Bluesun undertakes to rectify significant defects that have been duly and timely reported; any reduction of the remuneration is excluded. There shall be no right to rectification for defects that are not notified in due time or for insignificant defects. Any warranty obligation shall lapse as soon as the customer himself makes changes to the contractual work. 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 on the part of Bluesun for damage caused by delay, wasted expenditure, loss of profit, inconvenience or other consequential damage suffered by the customer is hereby excluded to the extent permitted by law.

7.3 Bluesun is not responsible for the content of the stored data or the stored content of the customer. Nor shall Bluesun be liable for any damage suffered by the customer as a result of changes to the stored data by the customer himself or by other Internet users. The customer must regularly check the stored data (with regard to the data originating from him) for correctness and legality of the stored content. Bluesun shall not carry out any checks.

7.4 In addition, Bluesun shall not be liable for damage of any kind caused by circumvention of password protection and similar protective devices (including firewall systems) against unauthorized access by hacking into the server used by the customer. Bluesun and the customer are mutually informed that a binding assurance of the security of the protective devices is not possible due to the various possibilities for unauthorized third parties to intervene on and via the Internet.

7.5 Bluesun assumes no liability for the fact that legally effective contracts are concluded or can be proven between the customer and third parties who come into contact with each other through developments created by Bluesun. If general terms and conditions which the customer wishes to use vis-à-vis third party users are included in the developments created by Bluesun, Bluesun shall neither assume responsibility for their legal validity nor shall it be liable for their effective inclusion in the contract between the customer and its customers. Bluesun also assumes no guarantee that data entered by the customer of the purchaser for any orders, for example in input masks developed specifically for this purpose, are correct or are transmitted correctly and unchanged to the purchaser. Sentences 1, 2 and 3 apply in particular if the development of an online store is also part of the subject matter of the contractual performance. Orders from third parties which are received by the customer via developments created by Bluesun shall be processed by the customer exclusively at its own risk.

7.6 The exclusion or limitation of liability for damages pursuant to the above subsections shall also apply to any claims against employees or agents of Bluesun.

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

8 Rights of use

8.1 All rights to the contractual services not expressly granted to the customer shall remain with Bluesun or the third parties holding the rights. In any case, any transfer of rights of use shall not include the source codes created by Bluesun, the programming tools and tools in the form of compilers or the like used by Bluesun to translate the source code and generate the object code. The customer is aware that in the event that it wishes to further develop the program independently after termination of the contract (for which Bluesun's prior written consent is required), it must acquire the rights of use to the aforementioned or comparable suitable tools.

8.2 The customer is obliged to reproduce copyright notices and all other proprietary notices contained on the original on all copies and on all data carriers made by the customer, provided that the customer has been authorized to do so by Bluesun. This shall also apply to registration numbers.

8.3 The customer may not rent or lend contractual services/developments to third parties, provide them as part of IT services or time-sharing agreements or otherwise for temporary use or use them or have them used for the purposes of third parties or transfer them to third parties.

8.4 All content, designs, software developments and other works created by Bluesun are subject to copyright and remain the property of Bluesun, unless expressly agreed otherwise in writing.

8.5 Upon full payment of the agreed remuneration, the customer shall receive a non-exclusive, non-transferable and non-sublicensable right to use the commissioned and rendered services. Use is only permitted for the agreed purpose and the customer's own business operations.

8.6 In the event of a business combination, merger or takeover, the original license is not automatically transferable to the new company or the expanded organization. In this case, the rights of use must be adapted to the new size of the company and a corresponding license adjustment must be agreed.

8.7 Any transfer, sublicensing, duplication or transfer to third parties – whether for a fee or free of charge – is prohibited without the express written consent of Bluesun. This applies in particular to the complete or partial transfer of the source code, design or other services rendered to third parties for independent further development, adaptation or use.

8.8 If the customer passes on the services provided to third parties without Bluesun's consent or uses them unlawfully in any other way, Bluesun shall be entitled to demand a subsequent license fee in the amount of 200 % of the originally agreed remuneration. Further claims for damages remain reserved.

8.9 Should the unauthorized use or disclosure to third parties lead to legal disputes, the customer undertakes to indemnify Bluesun in full against all resulting third-party claims and to bear all costs incurred (including legal costs).

8.10. Bluesun reserves the right to reuse its developed technologies, designs, methods and processes, provided that this is done without recourse to confidential or protected customer data.

9 Data protection and confidentiality

9.1 The processing of personal data shall be carried out in accordance with the applicable data protection provisions of the GDPR and the revDSG.

9.2 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 trade and business secrets of the other party, 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.

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

9.4 The confidentiality obligation does 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 an obligation of confidentiality, or (d) was independently developed by the receiving party, or (e) is required to be disclosed by law.

9.5 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.

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

10 Final provisions

10.1 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.

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

10.3 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.

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

10.5 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 is the registered office of Bluesun in Aesch, Canton Basel-Landschaft.

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

Edition February 2025