Termini di Servizio

These General Terms and Conditions ("ToS") govern the legal relationship between Woop MAAN Technology (sole proprietorship, Dorfstrasse 9, 9656 Alt St. Johann, Switzerland, UID: CHE-156.576.525) (hereinafter referred to as the "Agency"), as a provider of services in the fields of web design, programming, hosting, multimedia, and IT infrastructure, and the Agency's customers.

These ToS apply to all contracts for the provision of services in the areas of web design, programming, hosting, multimedia, and IT infrastructure between the Agency and its customers. The special conditions listed in the appendix for the delivery and use of software, for server management, and for resellers apply only to the extent that the customer uses one of the services mentioned therein.

These ToS apply to all contracts (orders/commissions) concluded between the parties, even if they do not explicitly refer to the ToS. Deviating general terms and conditions of the customer do not apply, even if the Agency does not explicitly object to them. Individual special agreements take precedence over these ToS; this does not apply to the customer's pre-formulated contractual terms.

The Agency reserves the right to change these ToS at any time. The version in effect at the time of contract conclusion is decisive for new contracts. For existing customers, the amended ToS apply only under the specific requirements of the following section.

The Agency is entitled to make changes to the agreed ToS for existing customers under the following circumstances:

• Technical progress and security: In the event of new technical developments and changed security requirements.
• Changes at third-party providers: In the event of changes in the range of services offered by contractual partners or the (open-source) software used, provided these expand or restrict the own range of services, influence price developments, or involve changes in the terms of service or security policies of third-party providers.
• Unforeseeable events: In the event of subsequent, unforeseeable changes that the Agency did not cause, over which the company has no influence, and which have a unilateral disadvantageous effect on a contracting party.
• Closing contract gaps: In the event of gaps in the ToS that arise subsequently and lead to difficulties in the execution of the contract.
• Economic and legal framework: In the event of changes in the legal and economic context (such as an increase in energy and telecommunications costs) or for adaptation to generally changing requirements.
• Service and product adjustments: For the implementation of general product adjustments and innovations.
• General cost developments in the personnel sector.

A contract with the Agency is concluded by:

• the transmission of a legally binding order and the confirmation of the ToS by means of a checkbox in the online ordering process,
• the signing of an offer,
• the sending of a written order confirmation by the Agency,
• the written confirmation by the Agency of an order placed by the customer by telephone, provided the customer does not object to this confirmation within 2 working days.

Changes will be communicated to the customer in text form (e.g., by email) at least six weeks before their planned effective date. If the customer does not object to the change within four weeks of receipt of the notification, the change is deemed accepted. The Agency will specifically point out the right to object and the consequences of silence in the notification of change.

The Agency supports the customer as a strategic full-service partner in the conception, development, optimization, and operation of digital and analog projects. This includes in particular the areas of Web & App Development, Hosting & Operation, Branding & Identity, Automation, SEO & Performance Marketing, Legal Compliance & Data Protection Integration, and Print Media. The exact scope of the services to be provided is specified in the service description in the respective offer or order confirmation.

The Agency offers the customer specific service packages for the hosting and operation of websites, online shops, and other web applications. The exact scope of services is specified in the respective offer or order confirmation. The Agency guarantees good system performance appropriate to the chosen service package. To ensure this, the Agency decides independently and flexibly on the allocation of the system resources required in the background.

The Agency creates and optimizes websites for display on current, common web browsers and end devices. For outdated or uncommon browsers and technologies (such as browser versions with a market share of less than 3% in Switzerland), no guarantee is given for error-free display or unrestricted functionality. Any adjustments for such outdated systems are not included in the regular scope of services and will be invoiced according to effort after prior consultation.

The services and system resources provided by the Agency are based on usage appropriate to the chosen service package. In order to ensure the high quality and stability of the infrastructure for all customers, the services are subject to the fair use principle. In this context, the tolerance limits for traffic and resource requirements scale flexibly with the booked service package. For "High-Performance" packages, significantly higher capacities and load peaks are naturally calculated and contractually permitted than for basic packages.

Should the resource utilization of a system nevertheless permanently and massively exceed the level calculated for the respective package (for example, due to an unexpectedly high, sustained volume of visitors), the Agency will proactively seek dialogue with the customer in order to develop a joint, needs-based solution (e.g., an individual performance upgrade). Only in the event of an acute, critical threat to network and system stability (for example, due to faulty customer scripts or external attacks) does the Agency reserve the right to intervene in a controlling manner as a temporary protective measure or to temporarily restrict the relevant services until the cause of the disruption has been eliminated.

The Agency is entitled to involve third parties (such as external data centers, software providers, or other subcontractors) at its own discretion to provide the contractually agreed services.

The Agency provides its services with the greatest possible care and endeavors to provide the services as far as possible without disruption or interruption. For technical reasons, however, 100% availability cannot be guaranteed. The customer acknowledges that temporary business interruptions may occur. Such interruptions are permissible in particular if they are necessary due to planned maintenance work or system updates to maintain security and performance. Likewise, disruptions due to circumstances outside the Agency's sphere of influence (such as force majeure, failures of communication networks, or attacks by third parties) can lead to outages. The Agency will inform the customer of foreseeable, planned business interruptions in good time where possible.

In the case of services in the field of marketing, search engine optimization (SEO), Generative Engine Optimization (GEO), online advertising (SEA), or other related services, the Agency owes careful advice and execution according to the current state of the art. As these are services, a specific economic success, a certain number of inquiries (leads), a concrete ranking in search engine results, or the like is expressly not guaranteed. The customer acknowledges that decisive factors such as algorithm changes by third-party providers (e.g., Google, Meta) are outside the Agency's sphere of influence.

All copyright and property rights to the created works remain with the Agency. Upon full payment, the Agency grants the customer a right of use that is unlimited in terms of time and place. For individual work results (e.g., logos, specific graphics), an exclusive right of use is transferred, unless otherwise agreed; for standard software components and templates, a simple right of use is granted.

The customer acknowledges with approval that open-source software, frameworks, or freely available libraries (e.g., under MIT, Apache, or GPL licenses) may be used in whole or in part in the development of software, web applications, and websites. Such open-source components are subject entirely and exclusively to the respective license terms of the rights holders.

The exclusive right of use granted to the customer is necessarily limited to the structures, interfaces, and business logic ("individual developments") developed specifically and individually for the customer by the Agency. The customer is aware that they cannot acquire any exclusive rights to the underlying open-source software. The customer is entitled to use the works for the contractually intended purpose. Changes by the customer or third parties to individual software and designs are permissible, provided this is customary for the maintenance and further development of the project (e.g., content management).

The Agency is entitled to name the customer as a reference. This includes the right to use the customer's name, logo, project data, as well as screenshots and video recordings of the results for its own website, portfolios, case studies, presentations, and social media channels. The Agency has the right to point out its authorship in an appropriate form on the digital products created (e.g., in the footer of a website or in the legal notice) and to set a link to its own website.

After completion of specific project services (such as web design or software projects), the Agency will request the customer to accept the work. The customer is obliged to check the work within 7 calendar days and to report any material defects in writing and in detail. Insignificant defects that do not fundamentally impair functionality do not prevent acceptance.

The work is deemed to have been automatically accepted and approved if:

• the customer does not report any material defects within the 7-day period,
• the customer uses the service (e.g., the website or software) productively,
• or the customer pays the outstanding final invoice without reservation.

Any requests for functional changes, design adjustments, or extensions made after acceptance has taken place or after the explicit release of defined milestones are considered subsequent change requests. These are not included in the original price and represent additional services subject to a fee, which are invoiced based on actual effort.

If no agreement can be reached on the budget release for a change request requested by the customer or mandatory for further project progress within 7 calendar days, the Agency is entitled to temporarily pause (suspend) the affected project. For the duration of this suspension, all contractual delivery and performance deadlines of the Agency are suspended. If the project pause lasts longer than 30 calendar days due to a lack of agreement, the Agency is entitled to invoice the partial services rendered up to that point in full.

The Agency handles the complete digital support and administration for the customer as a comprehensive service provider. In the actual procurement, registration, and maintenance of domain names, however, the Agency acts legally only as an intermediary between the customer and the respective responsible registry (e.g., SWITCH, NIC, ICANN).

The customer acknowledges with approval that domain names are not legally transferred as property. The desired domain is merely made available to the customer for use for the duration of the contract.

The customer is solely responsible for ensuring that the domain name chosen by them is free and does not violate any legal prohibitions, third-party rights (such as trademark, name, or naming rights), or public policy. The Agency is not obliged to check the legal permissibility of the domain or the customer's entitlement to use it. An order for registration constitutes a binding assurance by the customer to the Agency that the registration is lawful and that they are entitled to use it. The customer undertakes to fully indemnify and hold the Agency harmless in the event of any disputes regarding trademark or name rights.

The Agency partially uses interfaces (APIs) and services from third-party providers (such as OpenAI) to provide automation solutions and AI functions. Unless a fixed quota or a flat rate has been expressly agreed upon, the usage-based costs of these third-party providers (e.g., costs per API call or token consumption) are not included in the Agency's standard fees. Such variable third-party costs are concluded by the Agency in the name and for the account of the customer or forwarded directly to the customer for payment based on actual effort.

If the customer's use of the automations scales and the API costs of the third-party providers increase as a result, the customer shall bear these additional costs in full. The Agency is also entitled to adjust the forwarded external costs accordingly in the event of price changes by the third-party providers.

When integrating third-party AI services (so-called "Third-Party Services") for automations, the Agency acts merely as an intermediary; these services are subject exclusively to the respective license, usage, and data protection terms of the third-party provider (e.g., OpenAI). Since the Agency has no influence on the technical infrastructure, training data, or utilization of these external systems, the Agency excludes any material and legal warranty for these Third-Party Services. Liability for outages, unannounced interface changes, or performance restrictions on the part of the third-party provider is expressly excluded.

The customer acknowledges with approval that the results generated by artificial intelligence (such as texts, code, data analyses, or automated responses) are based on probability models. The Agency expressly makes no assurance or guarantee regarding the completeness, accuracy, reliability, correctness of content, or suitability of the AI outputs for a specific purpose. It is not technologically excluded that AI systems produce incorrect, implausible, or purely invented results (so-called "hallucinations").

It is the sole responsibility of the customer to check all results generated by the AI for professional, content-related, and legal accuracy before productive use, publication, or distribution to end customers. The Agency assumes no liability for the services rendered achieving the economic purpose intended by the customer and excludes any liability for direct or indirect damage caused to the customer or third parties by unverified reliance on or the use of incorrect AI outputs.

The customer is aware that digital designs are displayed on screens in the RGB color space, while physical printing takes place in the CMYK color space. The customer acknowledges with approval that due to these different color spaces, the customer's screen calibration, as well as different paper properties and printing processes, technically related color and texture deviations can occur between the digital design and the printed end product.

Such industry-standard and technically unavoidable deviations do not constitute a defect and entitle the customer neither to price deductions nor to refusal of acceptance. Exact color matching is expressly not guaranteed by the Agency, unless the customer has explicitly commissioned a color-binding proof (proof) in advance as an additional service subject to a fee and has released this in writing.

Before going to press, the Agency transmits a final design to the customer for final inspection. By granting the print release (so-called "Gut zum Druck"), the customer assumes sole responsibility for the correctness of content, text, spelling, and image design. The Agency is expressly not liable for errors (e.g., typing or design errors) that were already contained in the released design and were overlooked by the customer during final inspection.

The customer is obliged to provide current, complete, and truthful contact information when ordering, registering, and using the services. This necessarily includes a functioning email address. In the event of changes to their data (such as billing address, email address, or name), the customer must inform the Agency immediately to ensure that the data is correct and up-to-date throughout the entire term of the contract. The customer is obliged to choose secure passwords and access identifiers, to treat them as strictly confidential, and to protect them from unauthorized access by third parties.

Unless expressly agreed upon as a fee-based "Managed Backup Service", the customer is responsible for the regular backup of their data (website, emails, databases). In the case of agreed backup services by the Agency, the following applies: The Agency performs backups to the best of its knowledge and according to the state of the art. Unless otherwise agreed, these are complete system backups (images) or database backups of the entire inventory. The granular recovery of individual data records, tables, or partial data is not owed if this technically involves disproportionate effort. In such cases, the entire backup is restored to the respective state.

The Agency's liability for data loss is unlimited in cases of intent and gross negligence. In cases of simple negligence, the Agency is only liable for the effort that would have been required to restore the data if the customer had performed a proper data backup. The customer remains obliged to check the functionality of the backups at regular intervals by means of random samples or to explicitly commission this as an additional service.

If the Agency grants the customer the opportunity to independently adjust content via a content management system (CMS), the customer bears sole responsibility for these modifications. Functional disruptions, display errors, or data loss caused by improper or incorrect intervention in the system by the customer (or by third parties commissioned by them) are expressly not covered by the warranty. The effort for error analysis and any recovery of the website (troubleshooting, restoring backups) will be invoiced to the customer in such cases based on actual effort and regular hourly rates.

The customer is responsible for all content that they or their users store, process, or publish via the Agency's services. The customer is strictly prohibited from distributing illegal or unlawful content or content that violates public policy. This includes in particular representations of violence, any illegal content, as well as the violation of third-party rights (e.g., copyright and trademark violations). The mass sending of unsolicited promotional emails (spam) is likewise prohibited.

The use of the infrastructure for the operation of resource-intensive, security-endangering, or harmful applications—such as crypto mining, botnets, mail bombs, DDoS attacks, harmful malware, or faulty or unsecured scripts—is expressly prohibited. In the event of corresponding violations, the Agency reserves the right to block unlawful content or to terminate the service for the customer without notice.

The customer guarantees that they possess all necessary rights (in particular copyright, trademark, and personality rights) to the content provided by them (texts, images, logos, fonts, etc.). The Agency is not obliged to check this content for its legal permissibility or harmlessness. Should third parties assert claims against the Agency due to the violation of such rights, the customer shall fully indemnify the Agency from all claims, costs, and damages (including reasonable legal costs).

In addition to the general obligations, the customer is obliged to actively cooperate on specific projects (such as the creation of websites or online shops). The customer is obliged to provide all information and content necessary for the implementation of the project—in particular texts, images, logos, as well as necessary access data to third-party systems—in good time, completely, and in digital form. In addition, it is the responsibility of the customer to create the conditions within their area of responsibility that allow the Agency to fulfill its contractual obligations smoothly.

Delays caused by late, incorrect, or incomplete deliveries and cooperation on the part of the customer extend the agreed delivery and performance deadlines for the Agency according to the duration of the delay. Such delays expressly do not release the customer from their contractual payment obligations. Rather, the customer bears the additional effort and costs incurred by the Agency because work must be delayed or repeated as a result of incorrect or late information.

In the event of inquiries, complaints, or reports from third parties regarding allegedly illegal content (Notice) on the customer's infrastructure or in the event of suspicion of impermissible registration and use of domain names, the Agency follows the established guidelines of the Swico industry association. For hosting services, this includes the Code of Conduct Hosting (CCH) and for domain names, the Code of Conduct Domain Names (CCD).

The customer is obliged to inform themselves about the processes described in these guidelines (in particular the Notice-and-Notice and the Notice-and-Takedown procedure) (available at https://www.swico.ch/de/verband/oeffentlichkeitsarbeit/eigenverantwortung/code-conducts-hosting/#code-of-conduct-defi) and acknowledges with approval that these serve as a benchmark for the Agency's actions.

The Agency is entitled to block access to the customer's website in whole or in part, to prevent the use of domain names, or to temporarily or permanently discontinue the associated services, in particular if one of the following conditions applies:

• the requirements for the Notice-and-Takedown procedure according to the CCH or the CCD are met,
• the Agency is obliged to do so by a court or administrative order,
• the Agency could at its own discretion expose itself to criminal or civil liability if the service were continued,
• or a random sample reveals content or registrations that are highly likely to be impermissible or illegal.

If the Agency blocks content, domains, or services as part of the Notice-and-Takedown procedure or based on an official order, any liability for damages on the part of the Agency towards the customer (for example, for business interruptions or lost profits) is expressly excluded. The blocking does not release the customer from their obligation to pay the ongoing contractual fees.

The Agency is also entitled to invoice the customer for the effort incurred in connection with processing the complaint (Notice) and implementing the blocking. The customer shall fully indemnify the Agency for any further damage arising from the assertion of such third-party claims.

The Agency's prices are net plus the respectively applicable statutory value-added tax. The customer's payment obligation begins with the conclusion of the contract. For recurring services (such as managed services, web hosting, and the administration of domain names), invoicing usually takes place in advance for the selected contract term (e.g., annually). Unless otherwise agreed, all invoices from the Agency must be paid net and without deductions within 14 days of the due date stated on the invoice.

If the customer does not pay an invoice on time, they are in default without further notice. In this case, the Agency is entitled to assert statutory default interest. From the second reminder, the Agency charges a reminder fee of CHF 20.00 to cover administrative effort. The customer also bears all further costs incurred by the Agency due to the default in payment, such as costs for engaging a collection agency or legal fees.

If due payments remain outstanding despite a reminder, the Agency is entitled to temporarily block or suspend the provision of all services, provided the customer has not made any payment after receiving a second reminder and after the expiration of a grace period of at least 5 working days set therein. This expressly includes access to the customer's website, deactivation of email boxes, disconnection of servers from the network, and measures regarding registered domain names. Such a block expressly does not release the customer from their contractual obligation to pay the ongoing fees. For the removal of the block (reactivation of services), the Agency will invoice a processing and unblocking fee of CHF 100.00.

If the customer fails to meet their payment obligations over a longer period of time or fails to make payment despite blocking and setting a grace period, the Agency is entitled to terminate the contract without notice for good cause. In such a case, the Agency reserves the right to return managed domain names to the respective registry or release them for re-registration. In this case, the customer owes the Agency the fees incurred until the regular termination of the contract as well as compensation for all costs incurred by the termination without notice.

To provide the agreed services, the Agency partially obtains licenses, software, infrastructure, or other services from third-party providers (such as Shopware licenses, cloud resources like AWS, server infrastructure, or domain fees). The prices offered by the Agency are based on the tariffs and fees of these third-party providers at the time of the offer or contract conclusion. If these third-party providers increase their prices, license fees, or billing models during the ongoing contract term or if there are significant currency fluctuations in the purchase prices, the Agency is expressly entitled to forward these additional costs in full directly to the customer and adjust the agreed prices accordingly.

The Agency will inform the customer of such unavoidable price adjustments by third-party providers in good time. Since this is the pure forwarding of external costs over which the Agency has no influence, such a price adjustment does not justify an extraordinary right of termination for the customer.

The Agency is liable to the customer without limitation for direct and proven damage caused by the Agency through unlawful intent or gross negligence. In cases of simple negligence, the Agency's liability—as far as legally permissible—is limited to the direct damage and to the amount of the remuneration paid by the customer in the last 12 months before the damage occurred (annual remuneration).

Liability for indirect damage and consequential damage—such as lost profit, loss of production, damage to reputation, loss of use, as well as for damage from pure data loss—is expressly and fully excluded. Furthermore, any liability on the part of the Agency for damage attributable to circumstances for which the Agency is not responsible and which are outside its sphere of influence is excluded. This includes in particular outages, malfunctions, or restrictions in the services of third-party providers (e.g., cloud providers, data center maintenance, software manufacturers, or registrars).

The Agency is in particular not liable for damage caused by abusive use of the communication infrastructure or by the unauthorized intrusion of third parties into the customer's website or the infrastructure (for example, by hacker attacks, DDoS attacks, malware such as viruses, Trojans, or ransomware). The exclusion of liability further includes damage caused by errors, defects, transmission delays, or interruptions of telecommunications networks, cable or satellite networks, third-party services, and the Internet.

The customer bears sole responsibility for the legality of their content as well as for the domain names registered and used by them. This also applies if the Agency performs the registration or setup manually on behalf of the customer; no legal check by the Agency takes place.

The customer undertakes to fully indemnify and hold the Agency (including its corporate bodies and auxiliary persons) harmless from all third-party claims resulting from use of the services that is in breach of contract or unlawful, in particular from the illegality of their content or their registered domains. This obligation to indemnify expressly also includes compensation for all costs incurred by the Agency in connection with defending against such claims for an appropriate legal defense (including reasonable attorney and court fees). The customer also undertakes to support the Agency to the best of its ability in any legal proceedings.

The Agency and the customer undertake to strictly comply with the provisions of applicable data protection legislation (in particular the Swiss Data Protection Act FADP and, where applicable, the European General Data Protection Regulation GDPR) when handling personal data. The Agency processes personal data to which it has access within the scope of service provision exclusively for the purpose of fulfilling its contractual obligations towards the customer.

Since the Agency stores and processes personal data on behalf of the customer within the scope of providing, e.g., web hosting, managed services, and email services, the Agency acts as a "Processor" in the sense of data protection law. The customer assumes the role of the "Controller" with regard to this data. For this instruction-bound processing of data, a separate Data Processing Agreement (DPA) applies, which forms an integral part of these ToS and the main contract.

The Agency processes personal data only in accordance with the documented instructions of the customer and within the framework necessary for contract fulfillment and service provision. All data provided by the customer remains the property of the customer.

As the "Controller", the customer is solely responsible for the legality of the processing of personal data. They determine the purposes and means of the processing and ensure that no applicable data protection laws are violated by this. It is the sole responsibility of the customer to ensure the legality of the data transmission to the Agency and—if legally required—to obtain the necessary declarations of consent from the persons concerned.

The contract for recurring services (such as managed services, web hosting, or domain administration) is concluded for a fixed minimum term. Unless otherwise agreed in the respective offer or order confirmation, the minimum term is 12 months. The contract can be terminated by both parties ordinarily with a notice period of 30 days to the end of the agreed contract term. If no notice of termination is given on time, the contract is automatically extended by the originally agreed term.

The Agency reserves the right to terminate the contract at any time without notice for good cause. Good cause exists in particular if:

• the customer violates essential contractual provisions,
• services are misused for illegal or reputation-damaging purposes,
• unsolicited promotional emails (spam) are sent,
• the customer remains in default of payment despite a reminder and the setting of a grace period,
• the customer violates the Swico rules of conduct,
• or bankruptcy or insolvency proceedings are opened against the customer's assets.

In the event of early termination for good cause by the Agency, the customer has no claim to a refund of remuneration already paid. They continue to owe the fees until the next regular termination date as well as compensation for all costs incurred in connection with the termination.

After termination of the contract, the Agency is entitled to delete all customer data stored on the infrastructure. This does not apply to data for which there is a statutory retention obligation (in particular according to Art. 958f OR). The customer is responsible for backing up their data independently before the end of the contract or for commissioning paid support for migration in good time. The Agency grants a grace period of 14 days after the end of the contract before final deletion takes place.