1. principles and scope of application

a. Adcom Switzerland AG (Adcom or we) is your partner for effective live marketing. We provide services in various areas of customer and brand activation, in particular in consulting in the areas of digital communication, sponsoring, advertising, planning, organization and implementation of events and in the execution of management and consulting tasks of all kinds. In addition, we operate the online platform "adcom.live" or other online services.
b. These General Terms and Conditions (GTC) apply to all legal relationships (offers, contract negotiations, contracts) between Adcom and its business customers (the customer). General terms and conditions or similar documents of the customer shall not apply.

2. conclusion of contracts

a. All offers, price lists, product descriptions, brochures, plans and similar documents from Adcom are non-binding and may be changed at any time.
b. Insofar as Adcom's offers are non-binding, customer orders are deemed to be mere offers to conclude a contract. A contract with Adcom is only concluded with the consent of Adcom.

3. deadlines

If a binding deadline is explicitly agreed and in the event of a delay on the part of Adcom, the customer must set a reasonable grace period. If the customer wishes to refuse acceptance of services after this period has expired, he must inform Adcom of this in writing in advance. Partial services already provided are deemed to have been fulfilled.

4 Prices, invoicing and default of payment

a. Prices are net, in CHF, plus the applicable statutory VAT.
b. Invoices are due for payment within 10 days of the invoice date. Deductions from invoice amounts (discounts, rebates, etc.) or offsetting against counterclaims are not permitted.
c. Any objections to invoices must be made in writing within 5 days of receipt of the invoice, otherwise invoices shall be deemed accepted.

5. provision of services

a. Adcom has the right to suspend the entire provision of services for an indefinite period if the customer does not fulfill his contractual obligations.
b. If Adcom has guaranteed that certain persons will provide the services, Adcom is entitled to substitute these persons for important reasons.
c. Adcom may engage auxiliary persons such as employees, promoters, subcontractors, etc. (auxiliary persons) for the provision of services.
d. The customer is not entitled to contact auxiliary persons who have been engaged by Adcom for the provision of services for other orders without the prior written consent of Adcom, unless (i) Adcom has given its prior consent or (ii) the auxiliary persons have previously worked for the customer. This protection of Adcom lapses 12 months after termination of the customer relationship. Violations of this provision by the customer shall result in a contractual penalty of CHF 10,000.00 per violation, irrespective of fault.

6 Obligations of the customer

a. The customer is responsible for the legality of an event organized by him and must obtain the necessary official approvals, permits, etc. The customer must inform Adcom of any special rules to be observed. The customer must inform Adcom of any special rules to be observed.

b. Material or premises provided by Adcom must be handled with care by the customer and returned in the same condition as received. Missing or damaged material must be replaced by the customer at book value, regardless of fault.
c. The customer must follow the instructions, directions and recommendations of Adcom or auxiliary persons and inform Adcom immediately of any events or circumstances affecting the provision of services by Adcom.

7. warranty

a. Adcom warrants that the goods and works comply with the contractually agreed specifications at the time of transfer of use and risk and that they do not have any substantial defects in workmanship or material that impair their normal intended use. Any further material warranty and any legal warranty are expressly excluded.
b. The customer must inspect the goods or works immediately after delivery and notify Adcom of any defects within 7 days in writing, stating the reasons. If the customer fails to notify Adcom, they shall be deemed to have been accepted.
c. If there is a defect, Adcom will remedy it at its own discretion, either by repair, replacement delivery or price reduction. Otherwise, the customer has no warranty rights.
d. The warranty period is 12 months from the transfer of benefit and risk.
e. Outside of services that are subject to purchase or work contract law (e.g. for orders), Adcom assumes no responsibility for results, but only provides a guarantee for careful action.

8. liability

a. Adcom is only liable to the customer in the event of gross negligence, intent, physical injury or product liability. Any further liability is excluded.
b. Adcom is not liable under any circumstances if the damage is related to materials provided by the customer; Adcom is not obliged to check these for defects. Furthermore, Adcom is not liable if the damage is related to breaches of duty by the customer (including its auxiliary persons) or third parties.

9. force majeure

a. Adcom is not liable to the customer for the breach of contractual obligations if the breach is due to force majeure. Force majeure" is understood to mean an unexpected external event that cannot be averted with reasonable measures and that prevents Adcom from fulfilling its contractual obligations. This includes, for example, wars, armed conflicts, natural disasters, acts of terrorism, epidemics and pandemics (including COVID-19), quarantine, government measures (including COVID-19), fire, prolonged power outages, etc.
b. In this case, Adcom is released from the fulfillment of the contractual obligations concerned for the duration of the hindrance.
c. If it no longer makes sense to provide the service after the hindrance has ceased (e.g. an event that is to take place on a certain date), the parties may withdraw from the contract by written notification. In this case, claims for damages are excluded on both sides.

10. responsibility of the customer for the end customers

Where the customers of customers (end customers) use Adcom services, the customer is responsible for all acts or omissions of end customers. For example, the customer is liable to Adcom if an end customer damages Adcom material at an event or if an end customer commits copyright infringements via an Adcom online platform.

11. indemnification

The customer undertakes to indemnify Adcom, regardless of fault, against all third-party claims in connection with breaches of contract, legal or due diligence obligations by the customer or end customer.

12. data protection

a. The customer acknowledges that Adcom collects and processes data. This includes data about the customer but also about other persons in the customer's sphere. This data includes, for example, names, contact details, consumer behavior of end customers, etc. This data may be processed in particular for the following purposes: direct communication, customer care and acquisition, loyalty programs and compliance with legal provisions. The data may be passed on to Adcom service providers for these purposes.
b. The customer is obliged to inform its employees and other natural persons in its sphere whose data Adcom processes in connection with the provision of services about the processing of data by Adcom.

13. property rights, rights of use and intellectual property rights

Rights of Adcom
a. All rights to work results created by Adcom remain exclusively with Adcom.
b. Upon full payment of the agreed price, the customer acquires the right to use the work results created for him by Adcom as part of the order. Any further use that was not intended at the time the order was placed may only be made with the prior written permission of Adcom.
Photo and video recordings
a. Adcom is entitled to take and use photographs or video recordings for its own advertising and presentation purposes as part of the provision of services.
b. If the customer does not wish this, he must inform Adcom of this in writing in advance.

14 Special provisions for events

If, after conclusion of the contract, the execution of an event at which Adcom would provide services becomes impossible due to force majeure (defined in accordance with section 9(a)) and cannot be carried out, the customer has the right to withdraw from the contract by means of a written declaration to Adcom. The customer must reimburse Adcom for all expenses incurred in connection with the contract.

15 Withdrawal from the contract by Adcom

In addition to the statutory rights, Adcom may withdraw from the contract for good cause at any time with immediate effect. Good cause is deemed to be, for example, default in payment by the customer if the customer fails to pay even after a grace period of 7 days or if Adcom cannot reasonably be expected to continue the contract. In the event of termination for good cause, the customer is not entitled to a refund of any advance payments already made

16. miscellaneous

a. The customer is not entitled to assign rights and obligations arising from this contract without the prior written consent of Adcom.
b. Should any provision of these GTC or the main contract be or become invalid or ineffective, this shall not affect the remaining part of the document. In the event of the invalidity or ineffectiveness of a clause, it shall be replaced by a clause that comes closest to the economic purpose of this clause. The same procedure must be followed if a loophole becomes apparent.
c. Adcom is entitled to amend these GTC at any time during ongoing contractual relationships. The customer will be notified of any amendments in advance.
d. The place of jurisdiction is the registered office of Adcom, currently Baar.
e. The legal relationship between the customer and Adcom is governed exclusively by substantive Swiss law, excluding its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

General Terms and Conditions for Online Services

1 These General Terms and Conditions for Online Services (GTC) apply to all legal relationships between Adcom Switzerland AG (Adcom) and its customers in connection with the "adcom.live" online platform operated by Adcom or other online services (Online Services).

2. by concluding a contract for the use of an online service, Adcom transfers to the customer a non-exclusive, personal, non-transferable and non-sublicensable right of use to use the respective online service as intended. Apart from this, the customer has no rights to the Online Service; he may neither sell, resell, distribute or copy, transfer, publish, disclose, rent, lease, grant licenses for it nor permit third parties to do so (with the exception of intended use by the customer's customers (end customers)). The Customer may not modify, translate or create derivative works from the Online Service itself, nor reverse engineer, disassemble or decompile the Online Service, nor permit third parties to do so.

3 Adcom is entitled to adjust the scope of functions and services of the Online Services at any time without prior notice.

4. the Online Services are provided without warranty. Adcom excludes any material or legal warranty, in particular with regard to (i) uninterrupted, secure and error-free performance of the functions of the Online Services; (ii) completeness, correctness, accuracy, up-to-dateness or reliability of the Online Services and the content provided thereon and (iii) use of the Online Services by end customers.

5 Adcom provides the Online Services exclusively to the customer and has no legal relationship with the end customer. The customer is solely responsible for regulating the use of the Online Services in a contractually correct manner vis-à-vis the end customers. It is the sole responsibility of the customer to ensure that the use of the Online Services does not infringe the rights of end customers or third parties. Adcom does not check the content created using the Online Services for clarity, topicality, legality, correctness or completeness and in particular accepts no liability for damages arising from publications by the customer or the end customer.

6. the customer must keep his access data secret and only disclose it to authorized persons. Any person who accesses the online services with the customer's access data is deemed to be authorized by the customer vis-à-vis Adcom (even if this person has obtained the access data unlawfully without the knowledge of Adcom). The customer must inform Adcom immediately if unauthorized persons have (potentially) gained access to his access data.

7 Adcom's General Terms and Conditions are an integral part of these GTC.

General Terms and Conditions for Staff Leasing

1 These General Terms and Conditions for Staff Leasing (GTC) apply to all legal relationships between Adcom Switzerland AG (Adcom) and its customers that contain elements of staff leasing.

2. the customer undertakes to comply with the applicable statutory provisions regarding working conditions (in particular health protection, working hours and rest periods as well as the prevention of accidents and occupational diseases) and to ensure that they are enforced.

3. if the customer is subject to a generally binding collective labor agreement, he must inform Adcom of this in writing when concluding the rental agreement. The wage and working time regulations of the collective labor agreement shall also apply to the employees hired out by Adcom under the rental agreement.

4. the customer shall bear in full any compensation to be paid by Adcom to the loaned employee in addition to the agreed basic salary as a result of any overtime, extra hours, Sunday, night or public holiday work and expenses.

5. the customer shall also bear any wage payments by Adcom which Adcom is legally obliged to make without the corresponding work performance of its loaned employee.

6. direct agreements between the customer and the Adcom employee on loan are not permitted and are not binding for Adcom. Any offsetting is excluded.

7 By signing the work report of the loaned employee, the customer acknowledges the loan contract and the correctness and accuracy of the information contained in the work report. This is deemed to be an acknowledgement of debt within the meaning of Art. 82 SchKG. If the customer does not sign the submitted work report within one week, but does not raise any objections to Adcom in writing regarding the recorded services, the work report shall be deemed to have been accepted by the customer.

8. the employee to be loaned is carefully selected by Adcom and does not work for the customer on the basis of a contract for work or an order. The assigned employee shall carry out the instructed work under the sole supervision and responsibility of the customer.

9. the customer undertakes not to enter into any direct or indirect contractual relationship with loaned employees of Adcom or to entice them away during the term of a contract with Adcom. If the loaned employees transfer to the customer at the end of an assignment lasting a maximum of three months and the transfer takes place less than three months after the end of an assignment, the customer shall owe Adcom compensation. This compensation is based on the fee that the customer would have to pay Adcom for administrative costs and profit for an assignment of three months, less the remuneration already paid for the administrative costs and profit. Furthermore, the customer agrees that during the term of an assignment of an Adcom employee with him and for one year after the end of the corresponding assignment, he will not recruit the Adcom employee either directly or indirectly through another recruitment agency or agency other than Adcom. If the customer breaches this agreement, he shall owe Adcom a contractual penalty of CHF 50,000.00 for each breach of this obligation.

10 Adcom's General Terms and Conditions are an integral part of these GTC.