Terms of Service

1. General, principles of cooperation
The provisions of these terms and conditions apply to all contractual relationships between Promo One Consulting GmbH and Headline AG (hereinafter referred to as “PROMO ONE”) and the customer. Deviating or supplementary terms and conditions of the customer are only valid if they are expressly accepted by «PROMO ONE». The parties work together in a trusting manner and inform each other immediately in the event of deviations from the agreed procedure or in the event of doubts about the correctness of the other's approach. If the customer recognizes that his / her own information and requirements are incorrect, incomplete, ambiguous or impracticable, they must inform “PROMO ONE” immediately of this and the consequences that are recognizable to them.

The contracting parties designate each other contact person and their respective deputy. They manage and supervise the execution of the contractual relationship for the contracting party they designate in a responsible and expert manner. The parties will inform each other immediately of any changes with regard to the named persons. Until such notification is received, the previously named contact persons and / or their deputies are deemed to be entitled to make and receive declarations within the framework of their previous power of representation. The contact persons agree at regular intervals about progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract if necessary.

2. Dates
The dates are set by mutual agreement.

"PROMO ONE" is not responsible for delays in performance due to force majeure (e.g. strikes, official orders, general disruptions in telecommunications, etc.) and circumstances in the customer's area of ​​responsibility (e.g. failure to provide cooperation services on time, delays by third parties attributable to the customer, etc.) entitle them to postpone the provision of the relevant services for the duration of the handicap plus a reasonable start-up time. "PROMO ONE" will notify the customer of delays in performance due to force majeure.

3. Customer's duty to cooperate, direct / indirect hindrance to "PROMO ONE" in fulfilling the contract
The customer supports «PROMO ONE» in the fulfillment of its contractually owed services. This includes, in particular, the timely making available of information, data material as well as hardware and software, insofar as the customer's cooperation requires this. The customer will instruct “PROMO ONE” in detail with regard to the services to be provided by “PROMO ONE”. Insofar as the customer has undertaken to procure "PROMO ONE" materials of any kind in the context of the performance of the contract, the customer must provide these materials to "PROMO ONE" immediately and in a common, immediately usable, digital format if possible. If it is necessary to convert the material provided by the customer into another format, the customer will bear the costs incurred in this connection. The customer also ensures that “PROMO ONE” receives the rights required to use such materials. The customer shall cooperate at her own expense.

If the customer does not make predictable decisions necessary for the fulfillment of the contract or later than the mutually agreed or written fixed dates, "PROMO ONE" reserves the right to pay the costs for the resources released for the fulfillment of the contract during the time of the customer's disability to invoice.

If the customer does not deliver documents, materials, etc., which are essential for the fulfillment of the contract, or not in accordance with the dates mutually agreed upon or fixed in writing beforehand, "PROMO ONE" reserves the right to pay the costs for the resources released for the fulfillment of the contract to be billed to the customer during the time of the disability.

4. Changes in services
"PROMO ONE" is entitled to change the services to be provided under the contract or to deviate from them if the change or billing is reasonable for the customer, taking into account the interests of "PROMO ONE".

If the customer wishes to change the contractually determined scope of the services to be provided by "PROMO ONE", she will express this change request in writing to "PROMO ONE". The further procedure is based on the following provisions. "PROMO ONE" can refrain from the following procedure in the case of requests for changes that can be checked quickly and are expected to be implemented within 8 working hours.
"PROMO ONE" examines what effects the desired change will have, in particular with regard to remuneration, additional work and deadlines. If «PROMO ONE» recognizes that the services to be provided cannot be carried out or can only be carried out with a delay due to the checks, it informs the customer of this and advises them that the change request can only be checked if the services concerned are initially unspecified Time to be postponed. If the customer agrees to this postponement, "PROMO ONE" will check the change request. The customer is entitled to withdraw their change request at any time - the initiated change procedure ends then. After checking the change request, "PROMO ONE" will explain to the customer the effects of the change request on the agreements made. The presentation contains either a detailed proposal for the implementation of the change request or information on why the change request cannot be implemented.

The contracting parties will immediately agree on the content of a proposal for the implementation of the change request and add the result of a successful vote to the text of the agreement to which the change relates as a supplementary agreement. If no agreement can be reached or if the change procedure changes for another reason, the originally agreed scope of services remains. The same applies in the event that the customer does not agree to a postponement of the services in order to carry out the test in accordance with the procedure described here. The dates affected by the change process will be postponed, taking into account the examination, the duration of the vote on the change proposal and, if necessary, the duration of the change requests to be carried out plus a reasonable start-up period, if necessary. “PROMO ONE” will inform the customer of the new dates. The customer has to bear the additional effort on the part of Groun15 resulting from the change request. This includes in particular the examination of the change request, the creation of a change proposal and any downtimes. In the event that an agreement on daily rates has been reached between the parties, the additional work will be calculated according to this (in all other cases according to the usual remuneration of "PROMO ONE").

5. Copyrights and scope of use
The copyrights to all works created by «PROMO ONE» (concepts, sketches, drafts, etc.) belong in principle to «PROMO ONE». "PROMO ONE" can dispose of these rights in accordance with the provisions of the federal law on copyright and related rights.

From this principle it follows, among other things, that the customer is not entitled to make changes to the works in question, in particular to the design or details, without the consent of "PROMO ONE".

"PROMO ONE" is entitled to designate the authorship of the works it has created in a form to be determined by it.

The scope of the permitted use of the works created by "PROMO ONE" results from the purpose of the contract concluded with the customer. In particular, works created by “PROMO ONE”, contract documents or parts thereof that are handed over to the customer may only be used within the framework of the agreed contract. Unless otherwise agreed, use by the customer in terms of content, time and geography refers to the one-off use of the works created by "PROMO ONE". Any further use outside of the contractual purpose is not permitted without the permission of "PROMO ONE". In particular, the customer is prohibited from granting sub-licenses and from reproducing, renting or otherwise exploiting the services.

Until the full remuneration has been paid, the customer is only permitted to use the services provided on a revocable basis. "PROMO ONE" can revoke the use of services for which the customer is in arrears with payment for the duration of the arrears.

The customer has to compensate "PROMO ONE" for any further use outside of the contractual purpose.

6. Inclusion of works by third parties
When editing, adapting or redesigning works by third parties (e.g. design work, photos, texts, samples, electronic data, etc.), "PROMO ONE" can assume that the customer is authorized to use such works and that no rights are given accordingly Third party will be injured.

7. «PROMO ONE» guarantees
There are no third party property rights to the works to be created.

Subject in particular to the provisions of Art. 2 and 3, "PROMO ONE" guarantees the functions defined at the time of the analysis or new or changed functions, provided that these have been subsequently agreed in writing by both parties.

This guarantee does not apply if a functional error can be traced back to circumstances beyond its control, such as (but not limited to):

Changes in the conditions of use and operation.
Interventions in programs by the customer or third parties.
Operating errors by the customer or third parties.
Any further guarantee is expressly excluded.

8. Product acceptance and elimination of defects
Defects found subsequently in the works created by "PROMO ONE" will be remedied free of charge by "PROMO ONE" up to six months after acceptance, provided that the defects concern parts of the works created by "PROMO ONE" that have already been paid for by the customer. Defects are only considered to be deviations from the functions defined at the time of the order or from new or changed functions, insofar as these have been subsequently agreed in writing by both parties. All other work (e.g. changes, extensions or adjustments to the functions, hardware-related work, etc.) will be invoiced additionally by «PROMO ONE» to the customer.

9. Costs and payment methods
Unless otherwise regulated in individual cases, the price set in advance in accordance with the order confirmation by "PROMO ONE" applies to the creation of the work. Price changes that are beyond the control of "PROMO ONE" are reserved. These can be billed to the customer at any time.

"PROMO ONE" will invoice the customer for any additional expenses approved without a price stipulated in writing in accordance with the respective expenses. (Hourly rate)

All prices agreed in writing or orally are exclusive of VAT.

Unless otherwise agreed, the following conditions apply to the payment modalities:

Deposit of 50% of the total project costs when ordering.
Payment of 30% of the total project costs upon completion of the concept and provision of all material for programming.
Payment of 20% of the total project costs upon completion of the work and its availability with all agreed functions.
10. Liability
«PROMO ONE» tries to the best of its ability to provide its services in full and in the best quality at all times. Any malfunctions will be remedied as soon as possible within the scope of the existing possibilities. If the disruption is no longer rectified or not remedied within a reasonable period of time for reasons that are exclusively due to "PROMO ONE", the customer can withdraw from the contract as the only measure. The customer expressly agrees that "PROMO ONE", as far as legally permissible, rejects any liability for any type of damage that the customer could incur as a result of the use of the work. In any case, the liability of "PROMO ONE" is limited to the direct damage.

In particular, any liability arising from simple negligence, for indirect damage and consequential damage, including lost profit, is excluded.

«PROMO ONE» is not liable for the loss of data and / or programs insofar as the damage is due to the fact that the customer has failed to back up data and thereby ensure that lost data can be restored with reasonable effort.

If “PROMO ONE” is prevented from performing the work assigned to it for reasons which it cannot influence, no possible compensation can be derived from this.

The above regulations also apply in favor of vicarious agents and auxiliary persons of "PROMO ONE".

11. Infringements of Property Rights
"PROMO ONE" exempts the customer from all claims by third parties arising from infringement of property rights (copyrights, designs, patents, trademarks, etc., including corresponding license and other usage agreements) at their own expense. The customer will inform «PROMO ONE» immediately about the asserted claims of third parties. If the customer does not inform «PROMO ONE» immediately about the asserted claims, the claim for indemnification expires.

In the event of infringement of property rights, "PROMO ONE" may, at its own discretion and at its own expense and at its own discretion, make changes to the affected service after prior consultation with the customer, without prejudice to any claims for damages by the customer, which, while safeguarding the interests of the customer, ensure that an infringement of property rights does not occur more is available or acquire the necessary rights of use for the customer.

12. Confidentiality
Both parties undertake to maintain confidentiality vis-à-vis third parties. This confidentiality obligation includes all information that constitutes trade secrets that the parties received in connection with the project or obtained from the project.

The documents, knowledge and experience provided to the other contracting party may only be used for the purpose of cooperation between the two parties. They must not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties are not the auxiliary persons or vicarious agents, such as freelancers, subcontractors, etc., called in to carry out the contractual relationship.

In addition, the contracting parties agree to maintain confidentiality with regard to the content of this agreement and the knowledge gained during its execution.

The confidentiality obligation also applies beyond the termination of the contractual relationship. If requested by a contracting party, the documents handed over by it, such as strategy papers, briefing documents, etc., are to be returned to it after the contractual relationship has ended, unless the other contracting party can assert a legitimate interest in these documents.

13. Data protection
Certain customer data is processed in accordance with the Swiss Data Protection Act. The customer agrees that “PROMO ONE” can transmit the customer's data to partners abroad and that these are temporarily or permanently stored there.

14. Involvement of third parties
"PROMO ONE" can at any time, at its own discretion, call in third parties to fulfill its contractual obligations. It is responsible for the careful selection and instruction of these third parties.

15. Poaching of «PROMO ONE» employees
The customer undertakes not to poach employees of "PROMO ONE" during the term of the contract and for a period of 60 months after termination or to employ them without the consent of "PROMO ONE". For each case of culpable infringement, the customer undertakes to pay a contractual penalty of CHF 50,000.

16. Additional Terms for General Internet Applications
Domain name availability. "PROMO ONE" is not obliged to check the availability of a domain or compliance with the registration conditions of the respective registry.

If the customer instructs "PROMO ONE" to apply for a domain name on behalf of the customer, the customer waives all claims against "PROMO ONE" in connection with this order.

Registration conditions of individual domain name registrars. Insofar as domains are the subject of the corresponding contractual relationship, the registration conditions of the responsible domain name registration offices automatically become an integral part of these provisions.

The customer reimburses “PROMO ONE” for all damage that may arise from failure to comply with the registration conditions of the respective domain name registration offices.

Insofar as the customer acts as a super provider or reseller, she guarantees that she will pass on the relevant registration conditions of the responsible domain name registration office to her own customers. As a super provider, the customer processes messages and inquiries from "PROMO ONE" or the responsible domain name registration office and forwards individual messages immediately, other messages to the customer concerned within a reasonable period of time. The customer keeps the registration documents of the respective responsible domain name registration office ready in verifiable form for the duration of the contract between the respective responsible domain name registration office and the customer concerned and observes all statutory retention periods in compliance with the applicable data protection regulations. At the request of “PROMO ONE”, the customer, as the super provider, will hand over all registration documents from the domain name registration office to “PROMO ONE”.

Ownership in connection with Internet sites. Notwithstanding the provisions of Art. 5 of these provisions, in connection with websites, the property rights regarding the website or the software developed for the creation of the respective website are transferred to the customer upon fulfillment of the contract.

«PROMO ONE» reserves the right to use parts of the source code and the know-how acquired in the respective project in projects with third parties and to adapt them to new requirements.
17. Additional Terms for Hosting Applications
a. principle
"PROMO ONE" provides the customer with storage space on a server connected to the Internet. The server receives and sends data in connection with the Internet. The customer uses the storage space rented to her by "PROMO ONE" to publish a website. The following provisions refer only to one website and only to the customer explicitly mentioned in the respective order; other persons or organizations are not included.

b. Services
According to the product description, "PROMO ONE" provides the customer with a hosting package (mailboxes, logins, etc.) for a service fee. The service fee is to be paid in advance; otherwise "PROMO ONE" reserves the right to discontinue the service. As far as technically possible, «PROMO ONE» is careful to offer its service around the clock, trouble-free and without interruptions. The customer will be informed in good time about foreseeable business interruptions that are necessary to rectify faults, carry out maintenance work, expand the service, etc.

c. Content
The customer undertakes to treat their user ID and access password confidentially. The customer can change her access password at any time. The customer is responsible to «PROMO ONE» for every use of the storage space and is liable for any damage resulting from misuse of the storage space. When using the storage space, the customer is obliged to comply with Swiss and international law as well as generally recognized rules of conduct (netiquette, etc.). The customer is responsible for the content of the information that the customer or third parties transmit or have processed, retrieved or made available for retrieval via the "PROMO ONE" server. In particular, the following information or data may not be disseminated via the customer's storage space:

Information or data that violate copyrights and related property rights, design rights, trademark rights, patent rights or other intellectual property rights and similar property rights of third parties;
Pornographic writings, sound or image recordings and representations within the meaning of Art. 197 StGB;
Racial discrimination within the meaning of Art. 261bis StGB;
Depictions of violence within the meaning of Art. 135 of the Swiss Criminal Code (StGB);
Calls for violence within the meaning of Art. 259 StGB;
Instructions or incitement to criminal behavior;
Unauthorized games of chance within the meaning of the Lottery Act.
«PROMO ONE» rejects any liability for the content of customers and third parties.

d. Misuse
In cases of improper use, "PROMO ONE" reserves the right to block the customer's website with immediate effect at the customer's expense. In particular, the failure of the customer to fulfill the contractual obligations set out in Art. 17 is deemed to be improper use. The blocking remains in place until the respective facts have been clarified or the customer provides evidence of the actual harmlessness of the content. "PROMO ONE" also reserves the right to block the service at the customer's expense if their user behavior in any way affects the operating behavior of the server. Furthermore, the customer is prohibited from reselling, subletting or lending to third parties components of a hosting package.

e. e-mail
The customer must regularly check the access in her personal electronic mailbox (e-mail) and avoid exceeding the storage space. The customer may only send advertising emails to third parties if the customer has been requested to do so by the third party. "PROMO ONE" reserves the right to block the customer's access account until the matter has been clarified. Sending unwanted mass e-mails (spamming) via the «PROMO ONE» servers and operating mailing lists to an extent that endangers the operational stability of the «PROMO ONE» servers is not permitted and constitutes improper use of the Services provided.
f. data protection
The customer is solely responsible for making backup copies of data that she transmits to «PROMO ONE». In the event of data loss, the customer is obliged to re-transmit the relevant data to "PROMO ONE" free of charge. When using the Internet, there are various data protection risks for the customer. For example, data protection is not guaranteed with the unencrypted transmission of data. It is therefore to be expected that unencrypted e-mails can be read, changed or suppressed by third parties without authorization. The encryption and encryption of transmitted information can improve protection against unauthorized access.

G. liability
The use of this hosting service is at the customer's own risk. «PROMO ONE» declines any responsibility for the completeness, accuracy and quality of the data and information transmitted within the framework of this hosting service. Notwithstanding the provisions of Art. 10, "PROMO ONE" does not assume any responsibility for damage caused by the customer to third parties through misuse of the storage space of the "PROMO ONE". This includes damage caused by computer viruses. The respective providers are solely responsible for the legal availability, completeness, correctness and topicality of information and services. «PROMO ONE» does not guarantee that the services can be used by all end devices without any problems. «PROMO ONE» rejects any liability for the loss or unauthorized modification of emails. «PROMO ONE» is not liable for business interruptions that serve to rectify faults, maintain, convert the infrastructure (switchovers, etc.) or introduce new or different technologies.

H. Support
All requests for technical support can be sent by email to management@promoone.ch. Insofar as the necessary support exceeds the usual level, "PROMO ONE" reserves the right to invoice the customer according to the currently valid rates.

i. Service fees
Irrespective of the provisions of Art. 9, the fee for the hosting service must be paid in advance, with "PROMO ONE" invoicing at least three months in each case. If the customer does not pay the fee before the start of such a [three] month period, "PROMO ONE" is entitled to terminate the contract and / or to suspend the customer from the hosting service offer until payment has been made. The fee for reactivating a suspended server is CHF 650.-. If payment is still late, additional reminder fees will be charged. If the monthly transfer rate or total storage volume corresponding to the desired service is exceeded, additional fees may apply.

18. Contract duration, termination
The respective contract comes into force when it is signed and is valid for at least 1 year. This can be terminated by both sides with a notice period of 30 days.

Upon termination, «PROMO ONE» will issue the customer an invoice for the work carried out up to the time of termination. The customer undertakes to pay the invoice amount within 30 days of receipt; Any fees already charged or invoiced will not be credited or reimbursed.

19. Changes
"PROMO ONE" may make changes to these provisions at any time.

20. Severability
If a competent authority, a court, etc. should consider one or more provisions in these provisions to be void or ineffective in a decision, the binding force of the remaining provisions remains unaffected. In this case, "PROMO ONE" replaces the relevant void or ineffective provision with an economically equivalent, lawful provision that is as economically equivalent as possible.
21. Place of jurisdiction
The ordinary courts are responsible for all disputes arising from or in connection with these provisions. The exclusive place of jurisdiction is Zug. The right of “PROMO ONE” to take legal action against the customer at her seat remains reserved.

22. Applicable law and place of jurisdiction
These provisions are exclusively subject to Swiss substantive law. The application of the UN Convention on the International Sale of Goods (Vienna Sales Law) is excluded. The parties agree that the ordinary court at the headquarters of "PROMO ONE" is the exclusive place of jurisdiction. "PROMO ONE" also has the option of prosecuting the customer at their registered office or place of residence.

Authorized representative (s)
Andrey Danilenko, managing director
Daniel Otto Zimmermann, member of the management
Contact address
Promo One Consulting GMBH
Chamerstrasse 50
6300 Zug
Switzerland
Email: managenent@promoone.ch, office@promoone.ch
Commercial register entry
Promo One Consulting GMBH
Commercial register number: UID / VAT: CHE-313.085.786

VAT number
CHE-313.085.786