Our General Terms and Conditions (GTC) apply to all contractual agreements and business relationships, unless expressly agreed otherwise. They also apply to future business relationships, even if not expressly agreed upon again. Any deviating general terms and conditions of the contracting party are not recognized, even if we do not expressly object to them.

§ 1 General

1. The Anton Fischer GmbH (hereinafter referred to as "Agency"), located at Obergasse 36 in 7494 Davos Wiesen (Phone +41 79 519 5502), is an agency that stands out: grounded, yet with a network that is at home all over the world. Customer-specific globally selected partners from various disciplines are assembled and coordinated for individual projects or even long-term collaborations – thus, comprehensive best-in-class solutions of corporate quality are made accessible to clients who would otherwise have far fewer options.

2. The agency offers its services to customers and contractual partners exclusively under the following conditions. All supplementary agreements require written form. The agency is entitled to amend and/or supplement its terms and conditions, including any appendices, at any time. The current version of the terms and conditions can be freely accessed on the internet at https://plusanton.com.

3. The agency informs, in accordance with Article 19 of the Swiss Data Protection Act (DSG), that the data necessary for business transactions are processed and stored using data processing systems. The agency assures that personal data will be treated with strict confidentiality.

§ 2 Subject Matter, Components of the Contract

1. The agency provides communication and marketing services to its clients. The detailed description of the services to be provided by the agency is outlined in the project contracts, their attachments, and any service descriptions.

2. Basis for the agency's work and part of the contract is, in addition to the project contract and its attachments, the client's briefing. If the briefing is provided orally, the agency creates a contact report outlining the briefing's content, which is provided to the client within 3 days after the meeting. The contact report becomes part of the contract if the client does not object to it in writing within 2 days.

3. Any subsequent modification and/or supplementation of the contract and/or its components requires written form. The additional costs incurred as a result are to be borne by the customer.

4. The Agency shall not be responsible for delays in delivery and performance due to force majeure and events beyond the control of the Agency that significantly hinder or make performance impossible, such as strikes, lockouts, governmental orders, failures, or disruptions in the area of physical network operators, even if they occur with third parties, even if deadlines have been firmly agreed upon. These events entitle the Agency to postpone the event or project for the duration of the impediment and a reasonable lead time or to withdraw entirely or partially from the contract due to the unfulfilled part.

5. The offers made by the Agency are always non-binding and subject to change. Contracts are only concluded upon written confirmation or upon the performance of a service by the Agency. Oral agreements with the Agency become effective only after written confirmation.

§ 3 Copyright Protection and Usage Rights

1. The image and word trademarks used by the Agency are registered trademarks or trademarks at the Swiss Federal Institute of Intellectual Property (IGE), the use of which is exclusively reserved for the Agency. The explicit prior written consent of the Agency is required for the mention, use, utilization, or alteration of these image and word trademarks.

2. Since the copyright itself is not transferable, the copyright of a work remains with the creator. The Agency always transfers only usage rights. For this purpose, the Agency, as the author or rights holder, grants the client exploitation or usage rights. All ideas, presentations, project sketches, project papers, concepts, plans, works, layouts, and other creations produced by the Agency are protected as intellectual creations under copyright law, the provisions of which shall apply as agreed even if the creative thresholds required by copyright law are not met.

3. The client acquires usage rights to all works created by the Agency during the term of the contract, to the extent permitted by Swiss law (especially for music, film, and photo rights). If the client uses agency works outside the geographical area specified in the contract, and/or after termination of the contract, and/or in modified, expanded, or repositioned form, and/or through deployment in other advertising media, the Agency may demand a reasonable and customary fee for this. Multiple uses (e.g., for another product) are subject to a fee and require the prior consent of the Agency.

4. The agency provides a creative service that goes beyond mere technical work. The works created by the agency are intended exclusively for the contracting party. Any modification, utilization, reproduction, and commercial distribution is only permissible with the written consent of the agency as the author. The execution of its conceptual work is solely and exclusively reserved for the agency. In the absence of an explicit agreement, the purpose of the contract is deemed to be only the purpose made recognizable by the client when the order is placed. The right to use the works within the agreed scope is acquired by the client upon payment of the fee.

5. If the contract is not awarded to the agency, the client is not entitled to use any ideas, proposals, concepts, layouts, and texts submitted and presented by the agency in any form whatsoever.

6. Any further use, transfer to third parties, partial or complete realization of the ideas, proposals, concepts, layouts, and texts presented during the collaboration requires prior written consent from the agency and involves, in any case, prior agreement on compensation.

7. The agency is irrevocably entitled to document the agency services performed by them on any type of visual and audio recording media and to disseminate or publish all photo, video, and film recordings, as well as other technical reproductions resulting from the contractual relationship for self-promotion or editorial purposes, without limitation of the spatial, material, and temporal scope. The agency may appropriately sign the advertising materials developed by them in small print or in another manner and use them for self-promotion.

8. The client shall ensure that during events, commercial photo and video recordings, as well as any kind of recordings on visual and audio media, are avoided unless expressly approved in writing by the agency beforehand.

9. The contracting parties mutually permit each other to issue press releases. The agency shall be named as the author and executing agency in publications upon request.

10. The client hereby transfers to the agency all necessary usage rights to the data provided by the client (text, still and moving images, sounds) for the provision of the agreed services.

11. The client assures that they possess the exploitation rights necessary for the creation of the contract object to the materials provided by them and that the contract will not infringe on the copyrights and usage rights of third parties. They further assure that the rights to be transferred to the agency under this contract will not conflict with any existing agreements with third parties.

a) The client further assures that the rights to be transferred to the agency under this contract will not be assigned to third parties or encumbered with third-party rights. b) The client also assures that third parties have not been commissioned to exercise these rights. c) The client further confirms that at the time of contract conclusion, there are no other contractual or legal obligations that could hinder the services to be provided by them.

12. The agency is entitled to information regarding the extent of usage. Usage rights to works that have not been paid for at the termination of the contract or, in the case of commission-based billing, have not been published, remain with the agency, subject to any other agreements made.

§ 4 Fees / Payment Terms

1. The agency prepares a proper invoice. All prices for agency services are quoted in Swiss Francs (CHF) exclusive of value-added tax (VAT). The total amount is due upon invoicing - unless otherwise agreed - without any deduction:

80% of the contract amount upon conclusion of the contract 20% of the contract amount within 14 days after project completion.

If work is delivered in parts, the corresponding partial fee is due for payment upon delivery of each part.

2. Travel expenses and incidental expenses are billed on a time and expense basis. Unless otherwise agreed, flights within Europe and intercontinental flights are made in business class. Train travel is in first class. Car journeys are billed at the flat rate determined by tax law unless otherwise agreed.

3. Any potential SUISA fees, as well as event-related energy, water, and waste costs, will be borne by the customer, as well as requested.

4. The agency charges a 30% agency fee (handling fee) on all external costs

5. All expenses and costs not already covered by the agency as per the service description will be invoiced based on actual expenses incurred.

6. The agency is also entitled to carry out all activities listed in the service description itself and bill the client accordingly.

7. In case of non-compliance with the contractually agreed payment deadlines, the agency is entitled to default interest of ten percentage points above the respective base interest rate without further notice. The right to claim additional damages due to default remains unaffected by this provision.

8. The delivered services, work, and goods shall remain the property of the agency until full payment of all claims arising from the business relationship with the client. The extended retention of title explicitly applies.

§ 5 Execution and Organization

1. The basis of every agency service is a concept approved by the client, a detailed performance description coordinated with the client, a cost plan, and a legally valid commissioning in the form of a contract. The nature and scope of the services to be provided by the agency are determined by the performance descriptions and/or by the contract, of which these terms and conditions are a part.

2. The agency is free to design the project, event, program, and performances according to the agreed-upon schedule. The agency is not subject to artistic instructions from a third party.

3. The customer shall provide exhibition and event spaces to the employees and representatives of the agency for setup of exhibition stands and stage constructions, installation of lighting and sound equipment, as well as for stage rehearsals upon request by the agency on setup, dismantling, and event days.

4. The conclusion of all further contracts necessary for the implementation of this agreement shall be carried out in the name and on behalf of the customer. The agency is hereby authorized by the customer to conclude all contracts necessary and/or expedient for the implementation and fulfillment of the agreement on behalf of the customer. The agency is authorized to give instructions to suppliers engaged by the customer for services related to other project-related services.

5. If the implementation of an agency service is wholly or partially prevented for reasons attributable to the customer, the agency retains the right to the agreed fee. However, the agency will credit itself with any savings resulting from the exemption from performance.

6. If the implementation of an agency service is prevented for reasons neither attributable to the client nor the agency, the agency retains the right to the already due portions of the fee. In the case of open-air events, the client bears the risk of adverse weather conditions.

7. The agency reserves the right to discontinue or make contractually chargeable any services provided free of charge at any time.

§ 6 Customer Responsibilities

1. The client shall provide the agency with all market, production, and sales figures, as well as any other data necessary for the execution of agency services, for strictly confidential treatment in the spirit of a trusting collaboration.

2. The client agrees to only engage additional service providers in connection with the respective agency services with the consent of the agency.

3. The client further undertakes not to engage, directly or indirectly, the personnel employed by the agency during and within 24 months following the completion of the project. In the event of a breach, the client agrees to pay the agency a contractual penalty of 5,000 CHF per poached individual.

4. The operational and personal risk for the proper execution of agency services, as well as liability for the safety of the agents and the agency's equipment, lies with the client. The agency assumes no liability for damages of any kind caused by visitors to events. Loss, breakage of glass, and any costs resulting from damage to the premises, rooms, or underground lines due to the installation of exhibition stands, stages, tents, etc., are the responsibility of the client.

§ 7 Agency Liability

1. The agency undertakes to execute the assignment with the utmost care, especially handling materials such as templates, films, displays, layouts, etc., entrusted to it with care. The agency shall only be liable for damages to persons or property caused by its employees or agents in the event of gross negligence or willful misconduct.

2. In the event of the preceding paragraph, the agency shall not be liable for indirect damages, consequential damages, loss of profit, or unrealized savings. The liability of the agency is limited to the agreed fee amount with the client.

3. The risk of the legal admissibility of the project measures carried out is borne by the client. This applies in particular in cases where the advertising measures violate competition law, copyright law, etc. However, the agency is obligated to point out legal risks if they become known during the preparations. The client indemnifies the agency from third-party claims if the agency has acted on the explicit instructions and wishes of the client.

4. If the agency deems a competition law examination by a particularly knowledgeable person or institution necessary for the agency services to be performed, the client, after prior consultation, bears the costs.

5. Under no circumstances shall the agency be liable for the factual statements regarding the products and services of the client contained in the communication and marketing activities. The agency shall also not be liable for the patent, copyright, and trademark protection or registrability of the ideas, suggestions, proposals, concepts, designs, etc., provided within the scope of the contract.

6. In the event of culpable non-performance of the contract or culpable breach of contract, the agency's liability is limited to the amount of the agreed compensation excluding value-added tax. The assertion of further damages claims against the agency is hereby irrevocably excluded. In the event of culpable breach of contract by the customer, the agency is not obligated to provide agency services.

7. The agency is particularly not liable for the performance capability, willingness, or deficiencies in the performance of third parties and their agents.

8. The agency is not liable for the realization of a sponsorship concept.

9. Insofar as the agency, in fulfillment of the contract, concludes contracts with third parties on behalf of the client, the agency's activities are limited to the selection of the contracting party and the conclusion of the contract. The agency is not obliged to monitor the execution of these contracts itself. If the agency commissions necessary third-party services, the respective contractors are not agents of the agency.

10. If a damage event occurs within the scope of a third party's authority (subcontractors, suppliers, etc.), the agency is only liable to the extent to which the third party is liable to the agency.

11. Any objections of any kind must be communicated to the agency in writing within 14 days of delivery of the work. After this period, the work is considered accepted without defects.

§ 8 Miscellaneous

1. The contracting parties undertake to maintain confidentiality within the scope of their cooperation.

2. The contracting parties undertake not to disclose the agreed-upon fee to any third party.

3. The agency undertakes to treat all information obtained as a result of an assignment, particularly regarding products, plans, market data, manufacturing methods, documents, and the like, as strictly confidential without any time limitation.

4. The contracting party is obliged to keep all information accessible to him in connection with the services of the agency, which is evidently recognizable as trade or business secrets of the agency, confidential indefinitely, and not to record, disclose, or otherwise use/exploit it for any purpose other than achieving the purpose of the contract.

5. The customer agrees that the contents of the contract and services provided within the scope of this contract may be electronically stored and processed by the agency in accordance with the Swiss Data Protection Act (DSG). Both contracting parties undertake not to disclose electronically stored or other data to third parties.

6. If the contracting party violates any provision of the concluded contract, they shall pay the agency a contractual penalty in the amount of the agreed remuneration. The agency expressly reserves the right to assert further claims for damages.

7. If these terms and conditions are translated into a foreign language, the German version shall always prevail in case of linguistic uncertainties.

§ 9 Final Provisions

1. The contractual partner may only transfer his obligations under this contract with the written consent of the agency. The same applies to the assignment of your rights under this contract.

2. Offsetting or asserting a right of retention by the customer is only permitted with recognized or legally established counterclaims.

3. If an individual provision of the contract is or becomes ineffective, this does not affect the effectiveness of the remaining provisions. Rather, the invalid provision must be replaced by the contracting parties with an effective provision that corresponds to the economic meaning and purpose of the contract. The same applies to any contractual gaps.

4. This agreement and the entire legal relationship between the contracting parties are subject to substantive Swiss law, excluding the provisions of Swiss private international law (IPRG) and international agreements.

5. The contractual partner must immediately notify the agency of any change of residence or headquarters as well as changes in the legal form and liability relationships of his company.

6. The exclusive place of jurisdiction for all disputes that are directly or indirectly related to this contract is the headquarters of Anton Fischer GmbH in the canton of Graubünden (Regional Court of Prättigau/Davos).

As of: April 1, 2024