General terms and conditions

Article 1 - Ingress

The companies of the TOP LINE DIGITAL Group (hereinafter referred to as TOP LINE DIGITAL) are companies active in the development of websites and applications as well as in the group for creation, conception and implementation of communication, advertising and marketing projects. The terms and conditions below refer primarily to the area of development of websites and applications.

Article 2 - Purpose

These General Terms and Conditions set forth the contractual rules between the Client (hereinafter referred to as Client) and TOP LINE DIGITAL. The points agreed upon with the Client in the respective order confirmations shall in principle take precedence over the General Terms and Conditions.

Article 3 - Cooperation of the customer

The Client undertakes to assist in the coordination and implementation of the project and to provide TOP LINE DIGITAL with all necessary information and materials and to meet mutually agreed deadlines. The Client is aware that a lack of or inadequate cooperation on his part may cause additional expenses and in particular delays for which TOP LINE DIGITAL cannot be held responsible.

Article 4 - Delivery and acceptance

TOP LINE DIGITAL presents the contractually circumscribed services in accordance with a jointly defined schedule.
As soon as the customer has given his consent to the work result, the implementation takes place. With this, the contract is considered fulfilled.

Article 5 - Rights to the work result

Upon payment of the fee, the customer acquires the unrestricted, worldwide, transferable, royalty-free right of use.
The property as well as all industrial property rights, including the copyright, remain with TOP LINE DIGITAL.
The Client grants TOP LINE DIGITAL the right to discreetly place its company name with an appropriate reference to its function as author on the work result.
TOP LINE DIGITAL is the owner of the copyrights of the programs created by TOP LINE DIGITAL, even if they have been specially designed and programmed for the customer.
The source code of the programming remains the property of TOP LINE DIGITAL. Upon request, the source code can be handed over to the customer. The transfer of the source code to the Client constitutes a right to processing subject to compensation, for which a separate fee in the amount of 50% of the initial project value is owed.

Article 6 - Warranty for freedom from defects

TOP LINE DIGITAL warrants the execution of the agreed work with due care and expertise, which is necessary to produce a high quality product and to use it - with the application of modern technology - according to its purpose.
TOP LINE DIGITAL undertakes to remedy defects caused by the work of TOP LINE DIGITAL free of charge during a warranty period of three months after the fulfillment of the contract.
If open source software is used, TOP LINE DIGITAL shall not assume any warranty for malfunctions already contained in the basic version. If necessary, these must be remedied at the expense of the customer.

Article 7 - Warranty of title

The Client warrants that the materials, documents, images, texts, sound works, etc. provided to TOP LINE DIGITAL are its property or that it has obtained a license from the entitled parties.
TOP LINE DIGITAL assures that only materials, documents, pictures, texts, sound works etc. have been used for the creation of the website:
1. which have been assigned by the customer, or
2. which have been developed by our own personnel, or
3. which are free from respective property rights, or
4. for which a license has been obtained from the authorized person.

Article 8 - Disclaimer

To the extent permitted by law, TOP LINE DIGITAL excludes any liability for damages in connection with the performance of the contract.

Article 9 - Confidentiality

TOP LINE DIGITAL undertakes to keep secret all business secrets, documents received and other information perceived by the Client in connection with the execution. TOP LINE DIGITAL furthermore undertakes to subject to the duty of confidentiality any third parties engaged by it for the performance of the contract. This obligation shall continue to exist after the fulfillment or cancellation of the contract.

Article 10 - Advertising

TOP LINE DIGITAL may use Screens and Applications for its own purposes and in compliance with Art. 9 of this Agreement for advertising purposes and PR activities.

Article 11 - Transfer of Intellectual Property Rights

The Client expressly acknowledges the intellectual property of TOP LINE DIGITAL, in particular the copyright to all services created by TOP LINE DIGITAL within the scope of the cooperation, provided that the legal requirements for this are fulfilled (exposés for concepts, design proposals, texts, images, sound/music services, graphic works, photos, films, Internet, labels, brand names, name lettering, slogans, etc.).
TOP LINE DIGITAL shall transfer to the Client all intellectual property rights, in particular all copyrights and ancillary copyrights, to the work results created in fulfillment of this contract or in fulfillment of the individual orders, insofar as the Client has fulfilled its undisputed compensation obligations in due time.
In addition, Top Line Digital waives its right to claim moral rights both vis-à-vis the customer and vis-à-vis other companies affiliated with the customer; i.e. in particular, Top Line Digital shall allow the work to be edited/modified/further developed free of charge at any time (by the customer or by third parties commissioned by the customer).
The above transfer of rights includes in particular all rights within the meaning of Articles 9, 10, 11, 33 and 36 of the Copyright Act and is unlimited in terms of subject matter, time and geography.
TOP LINE DIGITAL shall ensure that its employees as well as the external service providers (photographers, film producers, graphic designers, musicians, etc.) transfer all intellectual property rights and ancillary copyrights created on the work results to the Client in writing and waive the assertion of moral rights.
The provisions set forth under this title - such as, in particular, the transfer of rights by Top Line Digital - shall continue to apply unchanged in the event of a withdrawal from individual orders/ project stops or in the event of any other premature termination of the cooperation. Thus, even after a possible withdrawal or after any other premature termination of the cooperation, the customer shall be free to complete/edit/continue or further develop the work results and/or the work itself or through a third party, etc.
The rights to alternative concepts, which are developed by TOP LINE DIGITAL but not used by the Client within the contractual relationship, remain the property of TOP LINE DIGITAL.

Article 12 - Duration of the contract, right of termination

The contract ends automatically with the fulfillment of the services described in the contract.
If the delivered product includes maintenance services, the modalities for this shall be regulated in a separate agreement.
If the delivered product includes a hosting - operating agreement, the modalities for this are regulated in a separate agreement.

Article 13 - Further developments

All services which are not expressly listed in the order confirmation shall not be included in the flat-rate remuneration specified therein. This also includes, in particular, changes, updates and further developments (so-called updates) of a product. Such further orders are subject to separate negotiations.

Article 14 - Failure to pay on time

If payment is not made on time, an expense contribution of CHF 280.- plus interest on arrears of 9% per annum will be charged for reminder and processing fees. In the event of late payment by the Client, TOP LINE DIGITAL shall be entitled to commission third parties with the collection of outstanding payments as well as to assign the receivables to third parties in Switzerland and abroad.

Article 15 - General & Jurisdiction

The masculine form chosen in the text includes the feminine form. The place of jurisdiction is Zurich (Switzerland).
TOP LINE DIGITAL AG
Förrlibuckstrasse 110
CH-8005 Zurich