These General Terms and Conditions apply to all services, offers, proposals, projects and contractual relationships of FOUNDRY Group AG, Bahnweg 20, 8700 Küsnacht, Switzerland.
The contracting party for all services provided under these General Terms and Conditions is exclusively FOUNDRY Group AG, unless expressly agreed otherwise in writing.
Terms such as “FOUNDRY”, “agency”, “we”, “us” or “our” in these General Terms and Conditions refer exclusively to FOUNDRY Group AG.
Terms such as “client”, “client partner” or “you” refer to the party commissioning, receiving or paying for services from FOUNDRY Group AG.
FOUNDRY Group AG provides services to clients in Switzerland and internationally, including in the DACH region, the European Union, the United Kingdom and the United States of America. Irrespective of the client’s registered office, place of business, place of performance or territory in which the work results are used, the contracting party remains exclusively FOUNDRY Group AG, Switzerland.
These General Terms and Conditions do not apply to any other legal entity and do not create any contractual, legal, operational or commercial relationship with any other company, person or entity.
Any deviating, conflicting or supplementary terms and conditions of the client shall only apply if expressly accepted in writing by FOUNDRY Group AG.
The scope of the individual services and the remuneration owed shall be determined by the relevant offer, proposal, statement of work, service description, order confirmation or other written agreement issued or accepted by FOUNDRY Group AG.
Unless otherwise stated in the offer, offers made by FOUNDRY Group AG are valid for 30 days from the date of dispatch.
A contract is concluded when the client accepts an offer from FOUNDRY Group AG in writing, by signature, by email or in another written form accepted by FOUNDRY Group AG.
If the client requests FOUNDRY Group AG to begin work before a formal offer has been accepted, the services already performed shall be invoiced according to the actual time and effort incurred, based on the agreed rates or, in the absence of agreed rates, the applicable FOUNDRY Group AG rate card.
If no remuneration has been agreed for a specific service, the FOUNDRY Group AG rate card valid at the time of commissioning shall apply.
The client shall provide FOUNDRY Group AG with all information, documents, materials, access rights, approvals, feedback and decisions required for the proper and timely performance of the services.
The client is responsible for the accuracy, completeness and legality of all information, materials and instructions provided to FOUNDRY Group AG.
If work has to be repeated, corrected, delayed or extended due to incorrect, incomplete, delayed or subsequently changed information, materials, approvals or instructions from the client, the resulting additional effort and costs shall be borne by the client.
The client shall review drafts, concepts, materials and work results submitted by FOUNDRY Group AG within a reasonable period. Unless otherwise agreed, approvals may be given in writing, by email or through customary project communication channels.
Upon approval of a work result, the client assumes responsibility for the accuracy, legality and suitability of the approved content, including text, image, sound, data, claims, product information and other factual or legal statements, unless the relevant matter expressly falls within the responsibility of FOUNDRY Group AG.
Changes, additions or extensions requested by the client after commissioning shall be treated as additional services unless they are expressly included in the agreed scope of services.
Additional services shall be invoiced according to the agreed hourly or daily rates. If no rates have been agreed, the applicable FOUNDRY Group AG rate card shall apply.
FOUNDRY Group AG may make the implementation of substantial changes or additions subject to separate written approval, budget confirmation or an updated offer.
FOUNDRY Group AG is entitled to involve employees, freelancers, consultants, suppliers, production partners, technology providers or other third parties for the performance of its services.
FOUNDRY Group AG remains responsible to the client for the proper performance of the services contractually owed by FOUNDRY Group AG, unless otherwise agreed in writing.
Costs for third-party services, licences, media, production, travel, tools, software, hosting, advertising spend or other external expenses shall be borne by the client if they are part of the agreed scope, approved by the client or necessary for the performance of the commissioned services.
FOUNDRY Group AG shall invoice its services after they have been rendered, periodically, according to agreed milestones or in advance, depending on the relevant offer or agreement.
Unless otherwise agreed in writing, invoices are payable within 15 days from the invoice date without deduction.
All prices are net prices and do not include VAT, withholding taxes, customs duties, fees, levies or other public charges. Such charges shall be borne by the client where applicable.
The client may only offset claims against remuneration claims of FOUNDRY Group AG if such counterclaims are undisputed or have been finally determined by a competent court.
The client may only assert a right of retention in relation to undisputed or finally determined claims.
In the event of late payment, FOUNDRY Group AG may suspend further services until all overdue amounts have been paid. Further rights and claims remain reserved.
Unless a different term or termination provision has been agreed in writing, ongoing cooperation agreements may be terminated by either party with six months’ notice to the end of a calendar month.
The client acknowledges that FOUNDRY Group AG reserves personnel, time, production capacity and other resources for the performance of agreed services.
If the client terminates an ongoing cooperation without observing the applicable notice period, FOUNDRY Group AG shall be entitled to compensation for the services, resources and capacities reserved for the applicable notice period. Further claims for damages remain reserved.
For project-based services, the client may terminate the project before completion only by compensating FOUNDRY Group AG for all services already performed, all costs incurred, all non-cancellable third-party costs and the loss of profit relating to the terminated scope of work, unless otherwise agreed in writing.
The right of either party to terminate for good cause remains unaffected.
Work results provided by FOUNDRY Group AG shall be deemed contractually compliant even if they are not eligible for registration or protection under trademark, patent, design, copyright or other intellectual property laws, unless such eligibility for protection has been expressly agreed in writing.
FOUNDRY Group AG is not obliged to apply for, register or maintain intellectual property rights for work results unless expressly agreed in writing.
Where appropriate, FOUNDRY Group AG may recommend or support the registration or protection of intellectual property rights as a separate service.
All copyrights, neighbouring rights, design rights, trademark rights, know-how rights and other intellectual property rights in concepts, strategies, designs, texts, layouts, presentations, campaigns, software components, processes, methods, drafts and other work results created by FOUNDRY Group AG remain with FOUNDRY Group AG, unless expressly transferred or licensed to the client in writing.
Upon full payment of all amounts owed, the client receives the usage rights expressly agreed for the relevant purpose, territory, duration and media.
If no specific usage rights have been agreed, the client receives a simple, non-exclusive, non-transferable right to use the final approved work results for the contractually intended purpose.
Any use beyond the agreed or intended purpose requires the prior written consent of FOUNDRY Group AG and may be subject to additional remuneration.
Drafts, concepts, proposals, designs, ideas, presentations or work results rejected, not approved, not implemented or not fully paid for may not be used by the client and remain with FOUNDRY Group AG.
FOUNDRY Group AG may use work results, project references, client names, logos and case materials for its own portfolio, credentials, award submissions, public relations and self-promotion, unless the client objects in writing for legitimate confidentiality reasons.
If FOUNDRY Group AG acquires or arranges third-party rights for the fulfilment of an order, including rights to photographs, illustrations, fonts, music, footage, software, data, models, speakers, actors, influencers, creators or other third-party materials, such rights are acquired only within the agreed scope, purpose, territory, duration and media of use.
Any use by the client beyond the agreed scope is the sole responsibility of the client and may require additional licences or permissions.
FOUNDRY Group AG is not liable for claims arising from the client’s use of third-party materials beyond the agreed scope of rights.
The client is responsible for ensuring that materials, trademarks, content, data, products, services, claims and instructions provided by the client do not infringe third-party rights or applicable law.
The client shall indemnify FOUNDRY Group AG against third-party claims arising from materials, information or instructions provided by the client, or from use by the client beyond the agreed scope.
FOUNDRY Group AG shall perform its services with reasonable professional care.
To the extent permitted by law, FOUNDRY Group AG’s liability for negligent breach of duty shall be limited to the individual project-related order volume giving rise to the claim.
FOUNDRY Group AG shall not be liable for indirect damages, consequential damages, loss of profit, loss of data, reputational damage, loss of business opportunities or third-party claims, unless caused intentionally or by gross negligence.
FOUNDRY Group AG does not warrant that specific commercial, strategic, creative, technical, financial, media, ranking, reach, conversion or other business results will be achieved, unless expressly guaranteed in writing.
The client must notify FOUNDRY Group AG of any defects or objections without undue delay after becoming aware of them. FOUNDRY Group AG shall be given a reasonable opportunity to remedy any justified defects.
Both parties shall treat confidential information received in connection with the cooperation as confidential and shall not disclose it to third parties without prior written consent, unless disclosure is required by law or necessary for the performance of the agreed services.
Confidential information includes, in particular, business plans, strategies, financial information, technical information, customer data, project information, unpublished concepts, pricing, contractual terms and other non-public information.
This confidentiality obligation shall continue after the end of the contractual relationship.
The parties shall comply with applicable data protection laws.
Where FOUNDRY Group AG processes personal data on behalf of the client, the parties shall enter into a separate data processing agreement where legally required.
The client is responsible for ensuring that any personal data, customer data, tracking data or other data provided to FOUNDRY Group AG may lawfully be used for the agreed purposes.
All services, offers, proposals, contracts, invoices, rights and obligations under these General Terms and Conditions relate exclusively to FOUNDRY Group AG, Bahnweg 20, 8700 Küsnacht, Switzerland.
These General Terms and Conditions do not refer to, bind, continue, assume or create any rights or obligations of any other legal entity.
No other company, person or entity is authorised to act on behalf of FOUNDRY Group AG unless expressly authorised in writing by FOUNDRY Group AG.
The use of the name FOUNDRY, the FOUNDRY trademark, FOUNDRY domains, FOUNDRY communication channels and FOUNDRY work results by FOUNDRY Group AG is based on FOUNDRY Group AG’s own rights, registrations, usage rights and contractual relationships.
FOUNDRY Group AG may provide services to clients in Switzerland and abroad, including in the DACH region, the European Union, the United Kingdom and the United States of America.
Services may be provided cross-border, remotely, on-site, through international teams, production partners, technology providers or other service providers.
The international provision of services does not change the fact that the contracting party is exclusively FOUNDRY Group AG and that these General Terms and Conditions, together with the relevant agreement with FOUNDRY Group AG, remain decisive.
Mandatory provisions of applicable local law remain reserved to the extent that they cannot be contractually excluded.
If any provision of these General Terms and Conditions is or becomes invalid, unlawful or unenforceable, the validity of the remaining provisions shall remain unaffected.
The invalid, unlawful or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic and legal purpose of the original provision.
Amendments and additions to agreements with FOUNDRY Group AG must be made in writing, unless stricter form requirements apply by law or agreement.
These General Terms and Conditions and all contractual relationships with FOUNDRY Group AG are governed exclusively by Swiss law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising out of or in connection with these General Terms and Conditions or any contractual relationship with FOUNDRY Group AG is Zurich, Switzerland, unless mandatory law provides otherwise.