1. Scope
1.1 The general terms and conditions of Meraki Concepts (hereinafter referred to as "Meraki Concepts"), apply to all contracts that a private individual or a company (hereinafter referred to as "Client") concludes with the Meraki Concepts in joint business relationships. Herewith the inclusion of the customer's own terms and conditions is contradicted, unless otherwise agreed.1.2 Meraki Concepts provides services in the areas of writing, communication and project management. A detailed description of the provided services is contained in tender documents, briefings, project contracts and their annexes, project plans/calculations and service descriptions.
2. Services
2.1 Meraki Concepts offers individual services in the field of writing and communication, as well as project management. Type, scope and duration of the services are agreed upon individually with each Client.2.2 In the area of social media content management, Meraki Concepts sets up Facebook, Instagram, LinkedIn, Xing and Twitter profiles and is granted access to the desired channels to effectively manage them accordingly.
2.3 Meraki Concepts may also offer workshops and seminars for groups of up to six people. The content is individual and will be tailored to the Client’s needs.
2.4 Meraki Concepts reserves the right to serve customers from the same or related industries without preferring interests or setting priorities.
3. Conclusion of contract
3.1 Before a contract is closed, both Parties shall discuss the scope of the service that is to be provided. In this light, the Client shall provide a briefing to Meraki Concepts of the services that are desired, either verbally or in writing. Based on this briefing, Meraki Concepts shall provide the Client with a proposed service offer in written form. The Client then has the opportunity to go through the proposal and make corrections as necessary in cooperation with Meraki Concepts to come up with a final agreement.3.2 If the Client agrees to the proposal, the Client shall sign an Order Confirmation which is based on the agreed service proposal. This Order Confirmation serves as basis and foundation of the contract and the services that will be provided to what conditions.
3.3 Any change and/or addition to the contract and/or its components must be in written form. Any additional costs arising from this shall be carried by the Client.
3.4 Events of force majeure entitle Meraki Concepts to postpone the project commissioned by the Client for the duration of the hindrance and a reasonable time. This shall not result in a claim for damages by the Client against Meraki Concepts. This shall also apply if important deadlines and/or events for the Client cannot be met and/or do not occur as a result.
4. Periods of notice and contract duration
4.1 The contract term for all services is contractually agreed between the Client and Meraki Concepts and can be terminated at any time in writing or by telephone by the end of each month.4.2. In the event of a premature termination, both Parties will mutually agree on settling open tasks and payments.
5. Data protection
5.1 Data protection has the highest priority Meraki Concepts. Personal data will only be used in relation to processing the transaction. No data will be passed on to third parties and deleted at any time as desired. The separate data protection policy supplements these with detailed information on the use of customer data broken down by area of application.6. Compensation
6.1 The compensation agreed in the contract shall apply. Unless otherwise contractually agreed, payments are due within 15 days of the invoice date without any deductions. Meraki Concepts reserves the right to request a down-payment before starting the service, which will be due upon receipt of invoice.6.2 In the event of changes or cancellation by the Client of the contract which may affect the services provided, any costs incurred as a result shall be reimbursed and Meraki Concepts shall be released from any liabilities to third parties.
7. Confidentiality obligation of Meraki Concepts
7.1 Meraki Concepts shall be obliged to treat all knowledge it receives from the Client on the basis of an order as strictly confidential for an unlimited period of time and to oblige its employees and third parties engaged by it to maintain absolute secrecy in the same way. In the event that a third party breaches the confidentiality obligation, the Client shall address any form of concern or complaint directly with this third party.8. Duties of the Client
8.1 The Client shall provide Meraki Concepts free of charge with all data and documents required for the implementation of the project. All working documents shall be handled with care by Meraki Concepts, protected from access by third parties, used only for the preparation of the respective order and shall be returned to the Client after completion of the order if desired.8.2 The Client shall only award contracts to other agencies or service providers in connection with a commissioned project after consultation and in agreement with Meraki Concepts.
9. Warranty and liability of the Agency
9.1 The risk of the legal admissibility of the measures developed and implemented by Meraki Concepts shall be borne by the Client. This shall apply in particular in the event that the actions and measures violate provisions of competition laws, copyright laws and special advertising laws. However, Meraki Concepts shall be obliged to point out legal risks, insofar as these become known in the course of its activities. The Client shall indemnify Meraki Concepts against claims by third parties if Meraki Concepts has acted at the express request of the customer, although it has informed the customer of concerns regarding the permissibility of the measures. The notification of such concerns by Meraki Concepts to the customer shall be made in writing (email is permissible) immediately after they become known. If Meraki Concepts deems it necessary for a measure to be carried out to be examined under competition law by a particularly competent person or institution, the costs for this shall be borne by the Client after consultation with Meraki Concepts.9.2 Meraki Concepts shall in no case be liable for the factual statements about the Client's products and services contained in the advertising measures. Meraki Concepts shall also not be liable for the patent, copyright and trademark protection or registration of the ideas, suggestions, proposals, concepts and drafts supplied within the framework of the order.
9.3 Meraki Concepts shall only be liable for damages that it or its partners have caused intentionally or through gross negligence. The liability of Meraki Concepts shall be limited to the amount of the one-off income of Meraki Concepts resulting from the respective order. The liability of Meraki Concepts for consequential harm caused by a defect on the legal grounds of a positive breach of contract is excluded if and to the extent that the liability of Meraki Concepts does not result from a breach of obligations essential to the fulfilment of the purpose of the contract.
10. Third-party services
10.1 Some projects may involve the use of third-party service providers. Freelancers, partners or third parties engaged by Meraki Concepts are contractors of Meraki Concepts. The Client undertakes not to commission these contractors, who are commissioned by Meraki Concepts in the course of the execution of the order, with projects either directly or indirectly for 12 months following the conclusion of the order without the involvement of Meraki Concepts. Meraki Concepts shall not be liable for delays, errors or even complete failure of the third parties commissioned. Meraki Concepts shall always endeavour to select its partners, employees and execution assistants carefully and to check the quality of existing references..11. Working documents and electronic data
11.1 All working documents, electronic data and records produced by Meraki Concepts in the course of processing the order shall remain with Meraki Concepts. The customer cannot demand the surrender of these documents and data. Upon payment of the agreed fee, Meraki Concepts shall owe the agreed service, but not the intermediate steps leading to this result in the form of sketches, drafts, production data, etc.12. Media planning and media implementation
12.1 Meraki Concepts shall procure commissioned projects in the field of media planning to the best of its knowledge and belief on the basis of the media documents and generally accessible market research data available to it. Meraki Concepts does not owe the Client any specific advertising success or profit as a result of these services.12.2 Meraki Concepts undertakes to consider all privileges, special conditions and discounts to the benefit of the Client when placing media and to pass these on to the Client.
13. Duration of contract, notice periods
13.1 The contract comes into force with the Client’s signature on the Order Confirmation which includes as appendix the Service Offer, which stipulates all details to the service that is to be provided. This signed Order Confirmation must can be sent via e-mail or post. In the event that Meraki Concepts requires a down-payment, Meraki Concepts only starts with providing the service when the down-payment has been received.13.2 The contract duration is as stated and agreed in the contract. If the contract is concluded for an indefinite period of time, it can be terminated by either party at the end of a month with a notice period of three months. The right of termination without notice for good cause remains unaffected by this provision. A termination must be made in writing.
14. Disputes
14.1 If a dispute arises in the course of or after completion of an order with regard to the commissioned project, an extrajudicial mediation procedure must be conducted before legal proceedings are initiated. In the event of disputes concerning quality assessment or the amount of the fee, external expert opinions will be prepared in order to reach an out-of-court settlement if possible. The costs for this are shared by the client and Meraki Concepts. In the event that the dispute leads to a legal proceeding, the court of jurisdiction is in Zurich, Switzerland.15. Final provisions
15.1 The Client is not entitled to assign claims from the contract.15.2 The Client may only set off or assert a right of retention if his counterclaims have been recognised or have been established as legally binding.
15.3 Swiss law shall apply. Place of performance and jurisdiction is Zurich, Switzerland.
15.4 Should any provision of these General Terms and Conditions be invalid in whole or in part or lose its legal effect at a later date, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, another appropriate provision shall apply by way of contract adjustment, which comes as close as possible in economic terms to what the parties to the contract would have wanted if they had been aware of the invalidity of the provision.