Legal
General Terms and Conditions (GTC)
mekoma gmbh – EsWirkt!
1. Contractual Terms
The following conditions govern the relationship between the client (hereinafter referred to as the „Client") and mekoma gmbh – EsWirkt! (hereinafter referred to as the „Agency"). They shall form an integral part of every contract and order.
2. Written Form
Any deviations from the following conditions must be made in writing to be legally valid.
3. Services of the Agency
The full-service agency provides services (both physical and digital) within the workflow of an order in the fields of marketing, communication, design, project organization, etc. For further services, for example in the fields of photography and copywriting, the Agency operates in accordance with the guidelines of the relevant professional associations.
4. Duty of Loyalty and Business Secrecy
The Agency undertakes to execute the tasks assigned to it diligently, conscientiously, and responsibly. It undertakes to treat confidentially all information entrusted to it or developed on behalf of the Client.
5. Intellectual Property Rights & Right of Use
5.1 All intellectual property rights (in particular copyrights) to the project results shall remain fully and exclusively with the Agency. The agreed rights of use shall only be transferred to the Client for the intended use upon full settlement of the agreed fees. The Agency expressly waives any further compensation arising from subsequent rights to the design. The Client may use the design work of the Agency freely even if no further cooperation exists.
5.2 The Agency reserves the right to publish the design work in an appropriate manner for its own promotional purposes, namely in specialist articles, books, social networks (social media), or on its own website (e.g., www.es-wirkt.ch).
5.3 The Agency expressly reserves the right to name the Client as a reference. Digital work references controlled by the Client (e.g., in the imprint or footer of websites) may not be removed even after project completion, except in the case of a complete redesign by another service provider. In such a case, it is prohibited to continue using any work of the Agency or to present it as the work of third parties.
5.4 The transfer of granted rights of use to third parties and/or multiple uses are subject to separate fees and require the prior written consent of the Agency, unless regulated otherwise in the initial order. The Agency is entitled to request information regarding the scope of such use.
5.5 Delivery of Data and Archiving: The final project results, completed in accordance with the contract and fully paid for, belong to the Client. Project results are defined exclusively as the end products intended for the specified purpose in a standard, usable format (e.g., print-ready PDF, JPG, or PNG files). The Client has expressly no claim to the delivery of editable raw data, source code files, or open working files (such as Adobe InDesign, Photoshop, or Illustrator files). Upon the Client's request, these end products will be provided after project completion on a suitable data carrier or via digital transfer. The Agency archives the final project results after project completion as a voluntary service, however, without any contractual obligation of safekeeping or warranty for their permanent availability and integrity.
6. Warranty
6.1 In the case of processing, adapting, or reshaping works of third parties (such as design work, photos, texts, samples, electronic data, etc.), the Agency may assume, without express notification by the Client, that the authorization for such use is granted and that no rights of third parties are violated.
6.2 The Agency assumes no warranty or liability for the services of third parties. Any warranty claims against third parties are hereby assigned to the Client.
6.3 Any defects regarding the services of the Agency must be reported by the Client in writing and documented within 10 days of delivery of the respective product. A timely and properly formatted notice of defects is a prerequisite for asserting any warranty rights against the Agency.
6.4 Defects are defined as significantly impairing and reproducible deviations from the performance characteristics and functionalities described in the offer or specification sheet. Conceptual or technical changes within the framework of implementation remain reserved at any time.
6.5 The Agency grants no further guarantee regarding the functionality, absence of errors, suitability, or other properties of the delivered service results.
6.6 After a timely and properly formatted notice of defects, the defective service results will, at the option and expense of the Agency, either be replaced or the reported defect will be rectified. A reduction of the price is only permissible after an unsuccessful rectification. Rescission of the contract (Wandlung) is excluded. Any liability for consequential damages such as loss of data, business interruption, lost profits, etc., is fully excluded to the extent permitted by law.
6.7 Any claim of the Client to assert warranty rights shall expire if the respective service results are modified or repaired by the Client or third parties without the consent of the Agency, or if the product has been handled, operated, or maintained improperly.
7. Liability
7.1 The Agency assumes no liability for the services of third parties. Liability for auxiliary persons (Hilfspersonen) is fully excluded to the extent permitted by law.
7.2 The liability of the Agency for its own services is limited to intent and gross negligence. Any liability for slight negligence as well as for indirect or consequential damages (e.g., lost profits) is excluded.
7.3 The Agency shall not be liable for content and materials provided by the Client, such as images, texts, or similar items.
7.4 Printouts, test activations, etc., must be checked for correctness by the Client immediately upon receipt; a „Good for Print" (Gut zum Druck) or „Good for Screen" (Gut zum Bildschirm) is a binding declaration by the Client confirming the correctness of the respective service results.
7.5 The risk of legal admissibility (in particular regarding trademark, copyright, and competition law) of the work performed by the Agency shall be borne entirely by the Client.
7.6 The Agency does not provide any performance or success guarantees (e.g., regarding specific sales figures or search engine rankings).
8. External Supplies
Within the scope of the order and for the account of the Client, the Agency arranges for services of third parties required for the realization of the order. These third-party works shall be approved in advance by the Client (in accordance with the offer).
9. Preliminary Project Discussion
An initial project discussion and the preparation of a rough estimate (Richtofferte) are free of charge for the Client.
10. Rough Estimates, Invoicing, or Fixed Prices
10.1 Unless a lump-sum or fixed price is expressly agreed upon, billing shall be based on actual time spent and the individual hourly rates of the Agency. Unless otherwise agreed in writing, the actual expenditure (including expenses) shall be calculated after the delivery of the project result.
10.2 For extensive projects, the Agency will prepare a written rough estimate. If an exceedance of a rough estimate by more than 10 % becomes apparent, the Agency will notify the Client in a timely manner. Necessary additional expenditure due to subsequent changes in specifications by the Client will be shown separately in the invoice.
10.3 The Agency may issue invoices for partial payments to the Client. These partial services do not have to be available in a format usable by the Client and may also exist as a pure working basis on the part of the Agency.
10.4 All expenses incurred in connection with the order will be agreed upon with the Client and invoiced separately. This also applies to other secondary project costs such as photo licenses, printing costs, reproductions, etc.
11. Payment Terms
11.1 Upon completion of the contract or project phases, the Agency will invoice the services. Invoices are payable within 10 days without any deduction. After the expiry of this payment period, the Client shall be in default without further notice (Mahnung). The Agency is entitled to charge default interest of 5 % as well as reasonable reminder fees. For large project volumes, reasonable partial or advance payments may be requested.
11.2 Objections to fee invoices issued by the Agency must be raised in writing immediately upon receipt, but no later than within 10 days of the invoice date, without this affecting the maturity of the payment. The failure to raise timely objections shall be deemed an unconditional approval of the invoice.
11.3 Payments from Abroad (Euro/Dollar Zone, etc.): For Clients with their registered office or residence outside of Switzerland, an advance payment obligation generally applies. Unless agreed otherwise in writing, a down payment of 50 % of the estimated total fee (according to the rough estimate) must be paid before work begins. The Agency reserves the right to commence work only after the definitive and full receipt of the down payment. All transfer and bank fees (in particular for foreign currencies such as EUR or USD) shall be borne entirely by the Client; the invoice amount must be credited to the Agency free of any charges and fees (spesenfrei) in the agreed currency.
12. Use of Artificial Intelligence (AI)
12.1 The Agency is entitled to use software-based Artificial Intelligence tools (e.g., for brainstorming, image generation, text optimization, or code creation) in the provision of its services.
12.2 The Client expressly acknowledges that under current legislation, no legally protected copyright can exist for purely AI-generated elements, and under certain circumstances, the free shared use of such elements cannot be prohibited to third parties.
12.3 The Agency reviews the AI-supported results to the best of its knowledge and belief for violations of third-party rights. However, any liability for unpredictable legal infringements resulting from the technological use of AI systems is fully excluded.
12.4 The Agency ensures through appropriate measures that confidential Client data or business secrets are not entered into AI systems in a manner that violates the contractual confidentiality obligation or applicable data protection regulations.
13. Reduction or Cancellation of the Order
If an order is reduced or cancelled by the Client, the Agency shall be entitled to:
- Billing of the work performed up to that point (based on actual effort or pro rata temporis),
- Billing of all incurred out-of-pocket expenses, disbursements, and preliminary services of third parties,
- Full indemnification for all further damages resulting from the reduction or cancellation (including lost profits for blocked resources).
Furthermore, the Agency has the right to use its project results, designs, and concepts developed up to the time of termination for other purposes. All rights of use and copyrights shall remain fully and exclusively with the Agency in this case.
14. Final Provisions
14.1 The legal relationship between the Client and the Agency shall be governed exclusively by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
14.2 Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid regulation that comes closest to the economic and legal purpose of the original provision (Severability Clause).
14.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the registered office of mekoma gmbh.
14.4 Language Priority: These General Terms and Conditions are provided in English for the convenience of international Clients. In the event of any discrepancies, contradictions, or conflicts of interpretation between the German version and this English version, the German version shall prevail and be solely legally binding.
Date of last update: 09 July 2026