GENERAL TERMS AND CONDITIONS (GTC)

These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Engimation GmbH, Wettingen, Aargau, Switzerland (hereinafter "Engimation" or "Contractor") and its clients (hereinafter "Client") concerning all services offered, in particular:

• Web design, web development and digital presences
• AI systems, AI agents and automation solutions
• Software and app development (mobile, SaaS, MVP)
• CRM systems and digital infrastructure
• SEO, social media and digital marketing
• Hosting, maintenance and technical support
• AI business consulting and digital transformation

Deviating terms and conditions of the Client shall apply only if Engimation has expressly agreed to them in writing.

These GTC apply both to clients in Switzerland (DACH region) and to international clients worldwide. They apply exclusively to businesses; contracts with consumers are not covered by these GTC.

A contract is concluded through:

• Written order confirmation by Engimation via e-mail
• Signing of a service agreement
• Written acceptance of an offer by the Client

Offers from Engimation are subject to change and non-binding, unless an express binding period is stated. Standard validity: 30 days from the date of the offer.

Verbal agreements require written confirmation and are not legally binding without it.

Changes to the agreed scope of services (change requests) require a written agreement and may lead to adjustments in price and schedule.

The exact scope of services is defined in the respective offer, service agreement or project description.

Engimation reserves the right to delegate sub-tasks to qualified subcontractors or freelancers. Responsibility for the provision of the agreed services remains with Engimation.

Engimation provides services to the best of its knowledge and belief, taking into account current standards. No specific economic success (e.g. increase in revenue, Google ranking) is guaranteed unless this has been explicitly agreed in writing.

For AI-based services: The performance of AI systems may be affected by external factors (model changes by AI providers, data quality, etc.). Engimation provides no guarantee of consistent AI outputs.

The Client undertakes to actively contribute to the success of the project, in particular:

• Providing all necessary content, texts, images, logos and access credentials in good time
• Providing feedback within 5 working days of submission
• Naming a responsible contact person with decision-making authority
• Ensuring the lawfulness of all content provided (copyright, data protection)
• Making the agreed advance payments and payments on time

Delays caused by a lack of cooperation on the part of the Client shall extend the agreed delivery deadlines accordingly. Additional costs arising from delays shall be borne by the Client.

If access credentials (hosting, CMS, domain, etc.) are lost through third parties or system changes, Engimation is not liable for any additional work arising as a result.

All prices are quoted in Swiss francs (CHF). Engimation GmbH is currently not registered for Swiss VAT; no VAT is charged. Should it become liable for VAT, this will be shown in the offer. For international clients outside Switzerland, prices may be agreed in EUR or USD.

Standard payment structure for projects:

• 50% advance payment upon signing of the contract or placement of the order
• 50% final payment upon project completion and handover
• For projects over CHF 20'000: individual milestone payment plans possible

Monthly services (maintenance, hosting, SEO, marketing) are payable monthly in advance.

Invoices are payable within 30 days of the invoice date. In the event of late payment, default interest of 5% p.a. will be charged, as well as a reminder fee of CHF 30.00 per reminder.

In the event of non-payment, Engimation is entitled to suspend ongoing work and to take publications (websites, apps) offline until the outstanding amount has been paid in full.

Travel and expense costs for client visits outside Wettingen (Aargau) will be invoiced additionally based on actual expenditure, unless otherwise agreed.

Additional services outside the agreed project scope will be charged at Engimation's current hourly rate.

Agreed delivery deadlines are target dates, unless a binding fixed date has been agreed in writing.

Engimation will inform the Client in good time of any foreseeable delays.

Force majeure (natural disasters, pandemics, third-party server failures, statutory measures) temporarily releases Engimation from its delivery obligations.

For international projects, time differences and statutory public holidays may lead to adjustments in the schedules.

Upon completion of a service, it will be submitted to the Client for acceptance. The Client has 5 working days to review the service and to notify any justified complaints of defects in writing.

If no written feedback is provided within the acceptance period, the service is deemed to have been accepted.

Following acceptance and full payment, Engimation transfers to the Client the agreed right of use of the work created.

Technical adjustments after acceptance that are based on changed requirements of the Client will be charged as additional services.

All works created by Engimation (websites, code, designs, AI models, automations) are protected by copyright.

Upon full payment of the agreed fee, the Client receives the simple, non-exclusive right of use of the work created for the agreed purpose.

Engimation retains the right to name the project as a reference in its portfolio (website, social media, presentations), unless expressly agreed otherwise.

Third-party licences used (themes, plugins, stock images, AI APIs, font licences) are subject to the respective licence terms of the providers. The Client is responsible for compliance with these licences after handover.

Source code, database structures and proprietary algorithms remain the property of Engimation until full payment has been made.

The Client guarantees that all content provided by it (images, texts, logos) is legally unobjectionable and does not infringe the rights of third parties.

Engimation warrants the agreed functionality at the time of acceptance and handover.

Defects must be reported in writing and in a comprehensible manner within 14 days of acceptance. Engimation undertakes to remedy reported defects free of charge within a reasonable period.

No warranty is provided for:

• Disruptions caused by third-party providers (hosting, domain, payment providers, AI APIs)
• Errors caused by subsequent interventions by the Client or third parties
• Incompatibilities due to browser updates or operating system changes
• Performance drops due to external factors (server load, traffic spikes)
• Changes in AI models or API specifications of third-party providers

The warranty period is 12 months from acceptance, unless otherwise agreed.

Engimation's liability is limited to the value of the respective order.

Engimation is not liable for:

• Indirect damages, consequential damages or lost profits
• Data loss or data corruption
• Failure of third-party services (hosting, APIs, payment systems)
• Damages caused by improper use or unauthorised changes by the Client
• Legal consequences arising from content provided by the Client
• Wrong decisions made on the basis of AI-generated analyses or recommendations

In cases of gross negligence or intent, Engimation is liable in accordance with the statutory provisions of the Swiss Code of Obligations (CO).

For international clients: Liability is governed by Swiss law, regardless of the Client's place of business.

Both parties undertake not to disclose confidential information of the other party to third parties and to use it exclusively for the purposes of the contract. This obligation also applies after termination of the contract.

The following in particular are deemed confidential: project content, price agreements, business strategies, customer lists, technical specifications and internal processes.

The processing of personal data is carried out in accordance with Engimation's privacy policy as well as the Swiss FADP (Swiss Federal Act on Data Protection) and the EU GDPR.

For projects in which Engimation processes personal data of the Client or its customers, a separate data processing agreement (DPA) will be concluded in accordance with Art. 28 GDPR.

Engimation undertakes not to pass on any project-related information of the Client to competitors.

At the express request of the Client, an additional non-disclosure agreement (NDA) may be concluded.

Projects (one-off services) may be terminated in writing:

• In the event of termination by the Client: The services rendered up to the time of termination must be paid in full. Costs already incurred (licences, external services) will be charged additionally.
• In the event of termination by Engimation: The advance payment will be refunded on a pro-rata basis.

Ongoing monthly services (maintenance, hosting, SEO, marketing) may be terminated in writing with 30 days' notice to the end of the month.

Engimation is entitled to terminate the contract with immediate effect in the event of:

• Payment default of more than 60 days
• Serious breach of these GTC by the Client
• Insolvency or inability to pay on the part of the Client

Upon termination, Engimation hands over to the Client all work results created up to that point, insofar as the services have been paid for.

Engimation is entitled to use the Client's name as well as a brief project description as a reference, unless expressly agreed otherwise.

Discreet treatment (no public portfolio) may be agreed in writing.

Engimation may place a discreet note "Created by Engimation GmbH" in the footer of websites it creates. This can be removed at the Client's request for a fee.

All contracts are subject to Swiss law, regardless of the Client's place of business.

Payments from international clients are made in CHF, EUR or USD as agreed. Bank charges and currency conversion costs are borne by the Client.

For clients in the EU, Engimation additionally takes the EU GDPR into account in its data processing, where it applies.

Export restrictions for AI technologies (e.g. US Export Controls) may restrict the provision of certain services in certain countries. Engimation will inform the Client in good time of such restrictions.

All contracts with Engimation are governed exclusively by Swiss law, excluding the conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes is the registered office of Engimation GmbH (Wettingen, Canton of Aargau, Switzerland).

These GTC are addressed exclusively to businesses (B2B). Contracts with consumers are not envisaged. The former European Commission online dispute resolution (ODR) platform was discontinued on 20 July 2025 and is no longer available.

Engimation is generally willing to settle disputes by way of negotiation in the first instance, before legal steps are initiated.

Engimation reserves the right to amend these GTC at any time. Amendments will be communicated to the Client in writing or by e-mail.

If the Client does not object to the amended GTC within 30 days of notification, the new GTC are deemed to have been accepted.

For ongoing contracts, the GTC apply in the version in effect at the time the contract was concluded, unless there is a written agreement to the contrary.