1 General
1.1 The following provisions govern all matters relating to the Client's relationship with Sergeant. Any specific, supplementary or deviating agreements must be recorded in writing in a project contract.
2 Advertising Law and Duty of Care
2.1 Sergeant complies with all legal regulations, particularly those relating to advertising, media, and industries. Sergeant also adheres to the principles of fairness in commercial communication and the relevant International Chamber of Commerce (ICC) guidelines. Sergeant is responsible for executing the business assigned to it faithfully, carefully and in accordance with instructions.
3 Duty of Loyalty
3.1 Sergeant acts as an agent of the Client and protects the Client's interests to the best of its knowledge and belief. Sergeant commits to an objective activity aligned with the Client's objectives, particularly regarding the choice of strategy, advertising media, and media use, as well as the selection of employees and third parties.
3.2 Third-Party Selection: Sergeant selects third parties based on the principle of achieving the best possible goals for the Client at the best possible price.
3.3 Client influence: If third parties are selected under significant influence from the Client, the Client alone bears responsibility for their economic efficiency.
4 Confidentiality
4.1 Sergeant and the Client both commit to keeping secret any information or documents received during their mutual contact. These may not be redistributed or passed on to third parties (in part or in full) for their use.
4.2 Involved Parties: Employees and third parties involved must be informed of the confidentiality obligation and integrated appropriately.
4.3 Duration: The obligation begins with the first point of contact and remains in effect beyond the duration of any cooperation.
4.4 Exceptions: Communication materials created by the contractor and released for use in public spaces are not considered confidential.
5 Duty to Cooperate
5.1 The Client supports Sergeant in providing the agreed services, primarily through timely and clear instructions, providing necessary information, and designating authorized decision-makers.
5.2 Costs: The Client bears all costs resulting from their duty to cooperate.
5.3 Additional Effort: If Sergeant incurs additional effort because the Client fails to cooperate or does so incompletely, this effort will be invoiced to the Client.
6 Non-Competition
6.1 During the cooperation, the Client and Sergeant shall refrain from any competing activity in the areas that are the subject of their agreements.
7 Preliminary Services
7.1 Initial meetings and relevant negotiations are free of charge and non-binding. However, negotiations and preliminary services exceeding simple offer preparation are subject to compensation.
7.2 Pitches/Presentations: In tenders, Sergeant will provide written notification of the presentation fee (including third-party costs and travel) before accepting the assignment.
7.3 Usage Rights: Rights to presented proposals remain with Sergeant and may only be used by the potential client with express consent and after full payment.
7.4 Damages: Anyone who awards work in violation of the agreed awarding rules, provides incorrect information about cost-forming or concept-relevant factors, uses offers or preliminary studies for execution with another agency, or passes on detailed service descriptions to obtain a competing offer becomes liable for damages.
8 Services by Sergeant
8.1 Services and liabilities of Sergeant are generally recorded in writing in a project order after the order is placed. As far as foreseeable at the time of the order placement, delivery objects and deadlines are defined in the project contract, and fixed amounts or hourly rates agreed upon according to the cost estimate are recorded.
8.2 Sergeant's range of services is based on the information in the agency-specific "Services, Tariffs, and Fees of Sergeant AG".
8.3 If no project contract is drawn up or if additional work is commissioned, services are to be compensated separately according to the cost estimate or based on the agency-specific services, tariffs, and fees of Sergeant AG.
9 Involvement of Third Parties
9.1 Sergeant is entitled to involve third parties to fulfill contractual obligations, provided that the legal and material warranty of the Client is not diminished.
9.2 Insofar as Sergeant acts as a representative in the name and for the account of the Client, Sergeant is liable for careful selection, instruction, and supervision. Weighty order placements must be approved by the Client.
9.3 Invoices from third parties are checked by Sergeant and forwarded to the Client for payment.
9.4 Sergeant assumes neither obligation nor guarantee for third-party claims invoiced directly to the Client.
10 Client’s Own Contributions
10.1 Services provided by the Client or commissioned directly from third parties must be recorded in writing and brought to Sergeant's attention immediately.
10.2 Such services are not subject to fees, provided they do not affect the contractually agreed areas of responsibility and financial responsibilities assigned to Sergeant.
10.3 Sergeant assumes no warranty or liability in any way for the Client's own contributions or for services commissioned directly by the Client from third parties.
11 Data and Documents
11.1 Sergeant is obliged to store all documents required to fulfill the contractual obligations for the duration of the cooperation.
11.2 After fulfillment of the order, the Client may request the handover of the documents and data for the created work within 360 days, provided the Client has fully and timely met its obligations and is entitled to do so. Aids, intermediate products, and by-products of the work result remain the property of Sergeant.
11.3 Sergeant can only be obligated to hand over documents and data for the work if the transfer of the associated rights to the Client has been compensated or previously agreed upon. Documents and data brought in by the Client are to be delivered to the Client at any time upon request.
11.4 If the Client does not request the handover of the documents and data for the work within 360 days after fulfillment of the order, Sergeant is entitled to destroy them.
11.5 The archiving, preparation, copying, and sending of documents and data occur against a cost-covering fee. Outsourced documents and data are transported at the cost and risk of the Client.
11.6 Sergeant assumes no warranty from the time of outsourcing for documents and data outsourced by Sergeant for which the Client is henceforth responsible.
11.7 If the cooperation is terminated by the Client before the agreed contract duration, the Client is only entitled to the documents and data for the work if both the fee for outsourcing and the transfer of associated rights have been previously agreed upon and compensated.
12 Copyright and Usage Rights
12.1 The transfer of usage rights or the copyright of Sergeant is agreed upon in writing in advance in the project contract regarding factual, temporal, and spatial aspects.In the absence of a written agreement,
12.2 Sergeant transfers the purpose-bound usage rights for created works with a short- or medium-term usage purpose for the duration of the cooperation to the Client (purpose transfer).Any further transfer of usage rights, particularly subsequent use beyond the contractually agreed purpose as well as use after termination of the cooperation, requires additional agreement and compensation.Sergeant expressly reserves the right to be named as the author (attribution).
12.3 In the absence of a written agreement, Sergeant transfers the temporally, spatially, and factually unrestricted copyrights for created works with a long-term usage purpose (word marks, figurative marks, logos, symbols, packaging, and labels) to the Client. This transfer also includes the right of modification.
12.4 In the event of unlawful use of works created by Sergeant, Sergeant is entitled to assert financial claims. Sergeant can also have the unlawful use of the work prohibited.
12.5 The usage rights for non-realized works, which were compensated on an effort basis or created within the framework of a project order and compensated by a flat fee, remain with Sergeant.
13 Warranty
A Legal Warranty
13.1 Sergeant warrants that the services provided by it are free of third-party rights and that no third-party rights restrict or hinder the contractually assured transfer of usage rights.
13.2 Sergeant exempts the Client from all third-party legal claims, including any expenses and costs related to the assertion and defense of such claims.
13.3 Sergeant assumes no warranty for third-party services for which Sergeant merely acted as an intermediary.
B Material Warranty
13.4 Sergeant warrants that the works created by it fulfill the assured and presupposed properties and have no defects that cancel or significantly reduce the value of the work or its suitability.
13.5 Defects for which Sergeant cannot be held responsible because it acted on direct or indirect instructions from the Client are excepted.
13.6 Any defects must be asserted immediately. Sergeant is granted the primary right to rectification in the event of a notice of defect. If rectification is not possible within a reasonable period, the Client has the choice between a price reduction or rescission in the case of significant defects.
13.7 Sergeant does not provide success guarantees nor offers them in exchange for success fees.
14 Liability
A Legal and material warranty
14.1 The contractual liability of Sergeant from legal and material warranty is limited to the scope of the order fee. Any further contractual liability is excluded, subject to mandatory statutory provisions.
14.2 The Client is obliged to notify Sergeant of any legal claim by third parties immediately, but at the latest within 48 hours.
14.3 Sergeant assumes no legal warranty for documents provided by the Client or a third party commissioned by the Client.
B Cost overruns
14.4 Sergeant is only liable for cost overruns in the event of culpable poor performance of the contract; liability is limited to the compensation of reliance damages.
14.5 Sergeant assumes no liability for additional costs caused by additional services at the request of the Client, market price changes, industry-standard additional deliveries, or concept changes by the Client.
C Third parties acting on behalf of the client
14.6 For third parties involved at the request or order of the Client, Sergeant assumes neither material nor legal warranty, nor is it liable in any way for the services provided by them, particularly regarding cost overruns or execution defects.
D Consequential damages
14.7 Sergeant is only liable for consequential damages in cases of gross negligence and only if reported within a reasonable period.
14.8 Sergeant assumes no liability for defects to be expected within industry-standard tolerances, such as color and dimensional deviations.
E Loss of documents and data
14.9 For the loss of documents and data, Sergeant is only liable in cases of gross negligence, but not in the case of force majeure.
14.10 Liability is limited to the replacement of the material value at the time of the loss.
15 Honorarium (Remuneration)
15.1 The parties determine the extent to which which services will be provided at which price in the project contract.
15.2 The agency-specific "Services, Tariffs, and Fees of Sergeant AG" form an integral part of the contractual agreements in the absence of any other agreement.
15.3 Depending on the scope and duration of services, the parties may agree on partial or advance payments. The Client is required to settle invoices from Sergeant and third parties within the agreed timeframe.
16 Discounts and Commissions
16.1 All advantages obtained by Sergeant for the Client (discounts, rebates, commissions, refunds, and bonuses) accrue to the Client, provided they have met their payment obligations to Sergeant on time and in full.
17 Taxes
17.1 All costs and fees quoted or proposed by Sergeant are exclusive of statutory value-added tax and any other applicable taxes or fees.
18 Termination of cooperation
18.1 Project orders expire upon their fulfillment.
18.2 Orders in a permanent relationship can be terminated by either party with three months' notice to the end of a calendar month. This is subject to simultaneous compensation for all expenses (fixed costs, fees, etc.) usually charged or chargeable until the regular termination of the contract.
18.3 Each party is entitled to immediate withdrawal from the contract if the other party concludes a composition agreement, applies for creditor protection, or if bankruptcy is opened over it.
19 Applicable Law
19.1 Supplementary and specifying components to the General Terms and Conditions can be agreed upon in the project contract.
19.2 Deviating agreements are only possible with written consent.
19.3 Unless otherwise agreed, Swiss law is applicable even for contractual relationships with foreign clients.
20. Jurisdiction
20.1 In the event of differences of opinion regarding the interpretation of the GTC, both parties may call upon the mediation body of the respective competent professional organization or the mediation body of the umbrella organization for commercial communication in Switzerland.
20.2 The place of jurisdiction for disputes is the competent court at the registered office of Sergeant. Sergeant reserves the right to also sue the Client at the competent court at the Client's registered office or any other competent court.
As of March 2017.