General Terms and Conditions
1. Scope
These General Terms and Conditions apply to all proposals, agreements, and services provided by FBRC to its clients unless otherwise agreed in writing.
2. Subject Matter of the Agreement
FBRC provides design, conceptual, technical, and consulting services as defined in the relevant proposal or written agreement.
The scope of services is determined exclusively by:
- the accepted proposal,
- a written agreement, or
- a written confirmation of any approved change in scope.
3. Copyright and Usage Rights
3.1 Original Works Created by FBRC
All copyright in works independently created by FBRC remains with FBRC. This includes, in particular:
- concepts,
- designs and layouts,
- illustrations and graphics,
- software components,
- documentation, and
- any other copyright-protected work results.
Upon full payment of the agreed fees, the client receives a non-exclusive, non-transferable right to use the deliverables within the contractually agreed scope.
No exclusive usage rights are granted unless expressly agreed in writing.
3.2 Work Based on Existing Materials
If services are provided based on existing designs, corporate design guidelines, concepts, software, templates, or other materials supplied by the client or third parties, all rights to those underlying materials remain with the respective rights holders.
In such cases, FBRC performs its services within the framework of those predefined conditions.
FBRC does not claim any additional copyright in work results that do not constitute an original, independently copyright-protected creative contribution by FBRC.
3.3 Use of Deliverables
The client may use the deliverables solely within the contractually agreed scope.
Where rights of FBRC or third parties are affected, the following require prior written consent from the relevant rights holders unless otherwise agreed:
- modifications,
- adaptations,
- reproductions,
- further use, and
- disclosure or transfer to third parties.
3.4 Know-how
FBRC remains free to reuse general expertise, methods, processes, tools, technical solutions, and non-confidential know-how developed or applied in the course of a project for other projects without restriction.
4. Client Cooperation Obligations
The client shall provide all information, documents, content, and access required for the performance of the services in a timely and complete manner.
Delays or additional work caused by late, incomplete, or inaccurate cooperation are the responsibility of the client and may result in:
- reasonable adjustments to deadlines, and
- additional charges for extra work.
5. Acceptance
Services shall be deemed accepted unless the client reports material defects in writing within ten calendar days of delivery.
If no objection is made within this period, the services shall be considered approved.
In the event of justified defects, FBRC shall have the right to remedy them within a reasonable period of time.
Further warranty claims shall only arise, to the extent permitted by law, if remediation definitively fails or is refused.
6. Liability
The client bears sole responsibility for all content, data, images, text, trademarks, logos, and other materials provided by the client.
The client warrants in particular that all supplied materials may be used lawfully and do not infringe any third-party rights.
After acceptance, the client bears sole responsibility for all published content.
To the extent permitted by law, FBRC is liable only for damage caused intentionally or through gross negligence.
FBRC’s liability is limited to the net order value of the affected project.
To the extent permitted by law, FBRC shall not be liable for:
- indirect damages,
- consequential damages,
- data loss,
- production downtime,
- loss of profit, or
- other financial losses.
If third-party services are commissioned on behalf of the client, they are generally engaged in the name and for the account of the client unless otherwise agreed in writing. FBRC assumes no liability for the services of such third-party providers.
7. Timelines
Agreed timelines are considered target dates unless they have been expressly confirmed in writing as binding.
Timelines shall be extended appropriately if delays arise due to missing client cooperation, force majeure, or other circumstances beyond FBRC’s control.
8. Fees and Payment Terms
Invoices may be issued per project, per phase, or periodically in accordance with the proposal or written agreement.
Unless otherwise agreed, invoicing takes place after the relevant services have been rendered.
Invoices are due for payment within 30 calendar days from the invoice date without deduction.
In the event of late payment, FBRC is entitled to charge:
- a processing fee of CHF 25.00 per reminder, and
- default interest of 5% per year on the outstanding amount.
Additional services and change requests that are not part of the proposal or a written addendum will be charged based on actual effort at the agreed or usual rates.
Until all outstanding claims have been paid in full, FBRC may withhold the granting of usage rights.
9. Termination
If a project is terminated by the client before full completion, or discontinued for reasons attributable to the client, all services rendered up to the date of termination shall be paid in full.
In addition, FBRC may claim demonstrable economic loss. Depending on the stage of the project and the resources already committed, this may amount to up to 25% of the unperformed project volume.
The client remains free to prove that the actual damage was lower.
10. Confidentiality
Both parties undertake to treat all confidential information received during the collaboration as confidential and to use it solely for the execution of the relevant project.
This obligation continues to apply after termination of the contractual relationship.
11. Reference Use
FBRC may use completed projects as references for self-promotion, including the name of the client and publicly available work results.
If justified confidentiality interests exist, the client may object to such reference use in writing before the start of the project or at any time thereafter.
12. Data Protection
Both parties shall comply with the applicable data protection laws, in particular the Swiss Federal Act on Data Protection (FADP / DSG).
Where required, the parties shall enter into a separate data processing agreement.
13. Final Provisions
If any provision of these Terms and Conditions is or becomes wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a legally permissible one that comes as close as possible to the intended economic purpose.
Swiss substantive law shall apply exclusively, excluding conflict-of-law rules.
The place of jurisdiction for all disputes, to the extent permitted by law, shall be the registered office of FBRC.
By accepting a proposal or making use of FBRC’s services, these Terms and Conditions shall be deemed accepted.