AGB

1. Digital Sense / Tourismusconsult GmbH (Winterthur), hereinafter referred to as Digital Sense, provides services in the field of online marketing and management consulting, which are contractually agreed between the client and Digital Sense. The details of the service description result from III.
2. The following General Terms and Conditions(GTC) apply exclusively to all contractual relationships between Digital Sense and the Client. Counter-confirmations of the client with reference to his own terms and conditions are hereby expressly contradicted. Deviations from these AGB are only effective if they are confirmed in writing by Digital Sense.
3. Digital Sense reserves the right to change these GTC at any time. Digital Sense will notify the client of such a change immediately. Unless the client objects within 14 days from the date of dispatch of the notification of change, the amended GTC shall be deemed accepted by the client.
4. When creating Google Ads, our campaigns contain one ad group by default. Additional ad groups in one and the same campaign are offered additionally.

II Offer and conclusion of contract

1. Offers are subject to change and non-binding. Declarations of acceptance and orders of the client require the written or electronic confirmation of Digital Sense to become effective. The contract is also concluded if Digital Sense starts with the execution of the service.
2. Deliveries, services and offers are made on the basis of these GTC. Additional agreements must be made in writing.
3. Terms and conditions of the client do not become part of the contract, even if Digital Sense does not expressly object to them and the contract is nevertheless executed.

III. performance description

1. Digital Sense offers individual services mainly in the areas of online marketing and business consulting.
2. The type and scope of the services are contractually agreed between the client and Digital Sense.
3. The following regulations apply to the keyword advertising service: In the case of a keyword campaign on Google, the Client agrees that the management of the Ads campaign will be carried out via Digital Sense's MyClientCenter.
4. Digital subscriptions are charged according to the effective hourly rate. However, if Digital Sense has a flat rate for the work to be done, this flat rate will be converted into hours (according to the agreed hourly rate).
5. Digital Sense may service neighboring or similar search terms of different clients accordingly. Digital Sense will not prioritize the interests of one client over those of another. Digital Sense does not provide exclusive services to individual businesses or geographic areas.

IV. Project cooperation

1. The client and Digital Sense each appoint a project supervisor when the contract is awarded. The two responsible supervisors are authorized to make binding decisions within the scope of the project execution, provided that such decisions do not contradict the provisions of this offer.
2. The Client is obliged to fulfill all organizational and technical requirements for the provision of the services. In the case of interfaces or third-party systems, the Contractor's warranty ends at the interface.
3. Additional work and supplements not listed in this quotation require a quotation and a written order placement.
4. Expenses are charged separately (at cost). For meetings and appointments at the client's premises, we charge a flat rate of 0.80 CHF per kilometer (from Winterthur) or a public transport ticket 1st class (1/2-tax). For meetings in the Zurich area, no travel expenses are charged. Other expenses will be invoiced according to effective expenditure.

V. Warranty and guarantee

1. Digital Sense warrants that the services can be used in accordance with the service description valid at the time of conclusion of the contract and that they essentially fulfill the functions described therein. The promise of inclusion in a search service or Internet directory as well as the guarantee of certain ranking positions in the results pages of search engines is expressly not granted by Digital Sense.
2. Employees and / or agents of Digital Sense may enter into agreements deviating from these General Terms and Conditions. These are only effective if they are confirmed in writing by Digital Sense.
3. Digital Sense does not warrant that third party services, in particular network services or other third party supplies, will always be available without interruption, error-free and secure.
4. Customer must prove that he has notified Digital Sense of defects in writing and that defects are based on the services of Digital Sense.

VI. Copyright Rights of Use

1. In the current contractual relationship, all content created by Digital Sense for the client is available to the client for use.
2. If the client intends to take over a keyword campaign and run it under his own management, Digital Sense will transfer all access rights to him without any restriction or financial consequences.

VII. price changes

1. Price changes of the offers of Digital Sense are possible at any time. For agreed and confirmed orders, the prices valid at the time of conclusion of the contract will be applied until the end of the contract.

VIII. Terms of payment

1. Invoicing takes place as standard after conclusion of the contract. Ongoing costs such as the support fee within the scope of the support of a keyword campaign are invoiced in arrears (monthly / quarterly, at the beginning of the following month / quarter). If click costs are billed via Digital Sense, the invoice is issued in advance (total amount or in partial amounts).
2. The prices are always in Swiss francs exclusive of statutory value added tax(VAT). Invoices are due for payment in each case without deductions no later than 30 days after invoicing. Amounts over 5,000.- CHF must be paid 50% in advance. If click costs are billed via Digital Sense, the corresponding invoices are due for payment without deductions no later than 10 days after invoicing.
3. If services of third parties, in particular click costs for search engine operators, are billed via Digital Sense and if the client is in default with the payment of these costs, Digital Sense is entitled, after prior information (telephone, e-mail), to immediately pause the services affected by this, in particular ongoing keyword campaigns. A reactivation will take place after receipt of the outstanding invoice.
4. In case of default of payment by a client for direct services of Digital Sense, the right to offset (click costs and / or counter services of the client) is expressly reserved.
5. If it is not possible to deposit a company credit card for billing the monthly click costs, click costs can be charged for a surcharge (credit card commission & administration expenses) the effective click costs via our credit card.

IX. Term of contract, termination

1. The duration of Digital Sense's service is contractually agreed between the client and Digital Sense.
2. The right to terminate for good cause remains unaffected. Important reasons for an early termination of the contract by Digital Sense are, among others, if

• the client ceases payment, or insolvency proceedings are opened;
• claims of the customer are attached and the attachment is not lifted within two weeks;
• the contracting party fails to comply with the provisions on the admissibility of content and terms vis-à-vis third parties or breaches material contractual obligations, e.g. the duty of confidentiality;
• good cause is presumed if third parties attack the admissibility of the terms and page content registered by the client.

X. Responsibility, exemption

1. Digital Sense does not check whether the registered contents or the pages of the client violate the rights of third parties. The client is solely responsible for the permissibility and freedom from third party rights of the terms and contents of his pages registered by him, in particular with regard to copyright, competition law and criminal law.
2. Digital Sense reserves the right to reject such terms or orders that are obviously illegal or violate netiquette. However, Digital Sense does not conduct its own legal review of the terms or content hosted/contained on the client's pages.
3. Client hereby indemnifies Digital Sense against all claims of third parties arising from Client's use of terms or content that are unlawful or encumbered with the rights of third parties.

XI. Participation

1. The Customer is obliged to provide all necessary cooperation so that Digital Sense can perform the contractual service. In particular, he will provide all information necessary for the execution of the contract.
2. The client is obliged to examine all services of Digital Sense immediately and to give notice of defects in written form with exact description. If Digital Sense undertakes troubleshooting at the request of the client and it turns out that there are no errors or defects outside the responsibility of Digital Sense, Digital Sense may charge for the effort.
3. If the customer does not fulfill his obligations to cooperate, Digital Sense is released from the obligation to perform. If Digital Sense nevertheless performs, it will invoice the effort according to the valid offer prices.

XII. Liability

1. Digital Sense is liable for any damages, regardless of the legal reason (e.g. non-performance, subsequent impossibility, delay, warranty, culpa in contrahendo, breach of collateral duty or tort) only in case of intent or gross negligence.
2. A claim for damages is excluded if Digital Sense cannot fulfill the obligation because the suppliers or service providers have not delivered properly without gross negligence of Digital Sense or because the software or network services delivered by them do not work properly.

XIII Secrecy

1. Customer agrees to keep confidential all business and trade secrets or information designated as confidential that it receives or becomes aware of from Digital Sense or persons acting on behalf of Digital Sense during the performance of the contract.

XIV Applicable law and place of jurisdiction

1. Amendments or supplements to the contract, including ancillary agreements, must be made in writing. This also applies to this provision.
2. Should individual or several provisions of the contract including the AGB be or become invalid, this shall not affect the validity of all other provisions or agreements in case of doubt. Instead of the ineffective provisions, a provision shall apply that comes as close as possible to the economic sense and purpose of the ineffective provision in a legally permissible manner.
3. The exclusive place of jurisdiction is at the registered office of Digital Sense / Tourismusconsult GmbH. Swiss law applies to the exclusion of Swiss international private law.

Digital Sense / Tourismusconsult GmbH - Current version of the GTC, valid since September 2023.