General Terms and Conditions
These terms and conditions apply to all services provided by Martina Knecht's Hypertext, unless other special conditions are specified in the proposal sent to you by Hypertext.
With regard to these terms and conditions, «Hypertext» refers to Martina Knecht's Hypertext and «Client» refers to the individual or company commissioning the services specified in the proposal sent to the Client. The «Proposal» refers to the details set out on the first page of this proposal document. «Deliverables» refers to the services to be commissioned, as summarised in the Proposal. «Fee» refers to the amount to be paid to Hypertext, as specified in the deliverables table and in line with any special conditions listed.
1. Scope of the services
Hypertext is contracted to provide the Deliverables as set out in the Proposal, within the agreed timeframe and at the specified cost. The Client agrees to review the Deliverables within three days and approve them in writing or provide written comments and/or amends to enable the content of the Proposal to be amended accordingly. Once the Proposal is signed by both parties, the Client has five days to signal any necessary changes in writing and allow Hypertext to adapt the Proposal as required. After this period, the Proposal and Deliverables are considered final. Any subsequent amends are dealt with as set out in section 7 below, unless otherwise specified in the special conditions.
2. Delivery timescales
Hypertext commits to undertaking all commercially reasonable efforts to ensure that Deliverables are completed within the timescales set out in the Proposal. If any circumstances occur which might prevent Hypertext from delivering the Deliverables to the agreed timeline and budget, the relevant point of contact will immediately inform the Client. The Client recognises that Hypertext’s ability to meet the agreed timescales is also dependent upon the Client’s timely provision of any necessary materials, approvals, feedback and/or instructions. Any delays or changes to the Deliverables instigated by the Client will not constitute a breach of Hypertext’s obligations to deliver, as set out in these General Terms and Conditions.
3. Fees & invoices
The Client will pay Hypertext the fees set out in the deliverables table and in line with any special conditions set out on the first page of the proposal document. The costs listed in the deliverables table only include Hypertext fees (hours worked). Any additional external costs, including, but not limited to specific software licenses, subscriptions, hosting fees or travel expenses, will be raised with the Client in writing and invoiced separately. All invoices are payable within 10 days of receipt. The Client will be responsible for all fees resulting from unpaid invoices and Hypertext reserves the right to withhold delivery if overdue invoices are not settled in full.
Confidential information refers to any sensitive or private information with regard to the Client or their business. The Client acknowledges that they may provide confidential information in relation to the delivery of this Proposal. Hypertext and any third-party providers engaged to deliver the Proposal will hold and maintain this information in strict confidence and not use it in any way except as necessary to perform its obligations under the Proposal or as required by a court or government authority. Confidential information does not include information that is publicly available or is received from a third party without an obligation of confidentiality.
5. Accreditation & copyright
In the absence of a written agreement to the contrary, the copyright of texts, translations or materials created through the delivery of the Proposal remain the property of Hypertext. When materials resulting from the Deliverables are published, an accreditation and/or copyright notice in Hypertext’s name should be incorporated into the published work.
Hypertext retains the right to reproduce and publish the Deliverables on its website or via other media channels. Hypertext, subject to the Client’s reasonable approval, may describe the role of Hypertext in relation to the creation of the Deliverables on its website and include a link to the Client’s website. If text or materials are in anyway amended or altered without the written permission of Hypertext, it will not be in any way liable for the amendments made, or their consequences.
6. Independence & third-party service providers
The Client and Hypertext agree that they do not wish to enter into partnership or joint venture, specifically no simple partnership within the meaning of Art. 530 et seq. of the Swiss Code of Obligations.
Hypertext is able to engage third party service providers in connection with the delivery of the Proposal. Hypertext will however remain fully responsible for the delivery of these third parties and their compliance with these General Terms and Conditions.
Unless otherwise specified in the Proposal, any significant amends to the agreed Deliverables or the addition of new Deliverables will be quoted separately in an additional Proposal, to be approved in writing by the Client. Hypertext will inform the Client if such amends will result in modifications to the agreed delivery schedule.
8. Governing law
This Proposal is created, delivered and enforced in accordance with Swiss law and the state of Zurich. Should the work relating to the delivery of a Proposal result in a dispute, the Client and Hypertext will endeavour to resolve their disagreement by written negotiation in the first instance. By signing a Hypertext Proposal, the Client and Agency agree to all of the Terms and Conditions set out above.