Terms & Conditions. For all ClearMedia services.

1. Scope and precedence

These general terms and conditions (T&C) apply to all offers, contracts and services of ClearMedia AG ("ClearMedia") towards its customers. They are addressed to business customers (B2B).

Deviating or supplementary terms of the customer apply only insofar as ClearMedia has expressly agreed to them in writing. In case of conflict, the following order of precedence applies: (1) the individually signed offer or specific contract, (2) an agreed service description or service level agreement (SLA), (3) any data processing agreement (DPA), (4) these T&C.

2. Conclusion of contract and offers

Offers by ClearMedia are non-binding unless expressly designated as binding. A contract is concluded upon written confirmation by ClearMedia, upon counter-signature of the offer by the customer, or upon commencement of the service. "Written" includes email.

3. Services and changes to services

The type, scope and content of the services result from the respective offer, the service description and these T&C. The services described on the website are for overview purposes and are not exhaustive; the specific agreement is decisive. ClearMedia may further develop and technically adapt services, provided the agreed purpose is preserved and the customer suffers no material disadvantage.

4. Involvement of third parties

ClearMedia is entitled to involve subcontractors, upstream suppliers and other auxiliary persons to provide the services. ClearMedia remains responsible for contractual performance; liability for auxiliary persons is governed by section 22.

5. Customer's duties to cooperate

The customer provides, in good time and free of charge, all information, access, acts of cooperation and technical prerequisites that ClearMedia requires to perform the services. The customer designates a contactable representative, keeps access credentials confidential and ensures its contact and billing details are up to date. Delays or additional work resulting from missing or deficient cooperation are at the customer's expense; agreed deadlines are extended accordingly.

6. Permitted use of the services

The customer uses the services only within the applicable laws and the agreed terms. Prohibited in particular are the storage or distribution of unlawful content, the infringement of third-party rights, the sending of unsolicited bulk email (spam), and any act that impairs or endangers the infrastructure of ClearMedia or third parties. The customer is solely responsible for the content and data stored and transmitted via its services.

In the event of an acute threat to the infrastructure, justified suspicion of unlawful use, or an order by an authority or court, ClearMedia may block the affected content or services without prior notice. It informs the customer as soon as this is possible and permitted.

7. Prices, payment and default

The prices agreed in the offer apply, plus statutory value added tax. Recurring fees are invoiced in advance; other services according to time spent or as agreed. Invoices are payable net within 30 days of the invoice date.

If the customer is in default of payment, it owes default interest of 5 % per year without further reminder, plus reasonable reminder fees. If a payment remains outstanding despite one reminder with a grace period of 10 days, ClearMedia is entitled to block or deactivate the affected services in whole or in part without further notice. The obligation to pay for the agreed term remains. Reactivation may be made conditional on full settlement of all outstanding amounts and a reasonable reactivation fee.

8. Price adjustment

ClearMedia may adjust prices at most once per calendar year with 60 days' prior notice, in particular to cover increased costs (e.g. licence, energy, personnel or input costs). If the price increases, the customer has the right to extraordinarily terminate the affected service as of the date the increase takes effect. If the customer does not exercise this right in time, the adjustment is deemed approved.

9. Term and termination

Contracts for recurring services (managed services, cloud, hosting, colocation, telephony and the like) have a minimum term of 12 months from activation. Thereafter they continue indefinitely and may be terminated by either party in writing with 2 months' notice to the end of a calendar month. The right to extraordinary termination for good cause is reserved.

10. Consequences of termination

After the contract ends, ClearMedia makes the customer's data available for export in a common format for a reasonable period, insofar as this is technically possible and no statutory retention obligations conflict. Thereafter ClearMedia is entitled and – within the scope of data protection obligations – obliged to delete the customer's data and systems. Any migration effort beyond this is charged according to time spent.

11. Cloud, hosting, colocation and datacenter

Unless a different platform is expressly designated in the offer, customer data is stored exclusively in ClearMedia's own, geo-redundant datacenters in Switzerland and encrypted at rest (encryption at rest). For colocation, the customer is responsible for the hardware and software it brings in and for its licensing; access to the datacenters is granted only in accordance with ClearMedia's security requirements.

12. Data backup

ClearMedia owes a data backup only insofar as a backup service is expressly included in the subscription or offer; its scope, frequency and retention period are governed by the respective service description. If no backup is agreed, securing the data is the customer's sole responsibility. ClearMedia is not liable for data loss outside an expressly agreed backup (see section 22).

13. Availability and service levels (SLA)

ClearMedia provides its services with customary industry care. A specific availability (uptime), response or recovery time is owed only if it has been expressly agreed in a separate SLA; only then do any credit claims exist, and exclusively in accordance with that SLA. Without an agreed SLA, there is no guaranteed availability. Announced maintenance windows and interruptions for which ClearMedia is not responsible do not count as downtime.

14. Maintenance and changes

ClearMedia may carry out maintenance, update and security work and may temporarily restrict or interrupt the affected services for this purpose. Plannable work is announced in advance where possible and scheduled for low-usage periods. ClearMedia may carry out urgent security measures at any time and without prior notice.

15. Internet access and telephony

For internet access and telephony services, ClearMedia partly depends on inputs from third parties (e.g. network operators) whose availability is beyond its control. With internet-based telephony (VoIP), emergency calls may be restricted or unavailable during a power or internet outage, and the local routing of emergency calls may differ; the customer ensures alternative reachability for emergencies. ClearMedia may restrict abusive or excessive use (e.g. unusually high call volumes).

16. Managed services, support and outsourcing

For managed service, support and outsourcing services, ClearMedia provides a service (mandate), not a guarantee of a specific result. Services outside the agreed scope, as well as work performed at the customer's express request outside the agreed service hours, are charged according to time spent at the rates then in force.

17. IT security

Security services reduce risks according to the current state of the art but can provide no absolute security. ClearMedia does not guarantee that all attacks, vulnerabilities, malware or data leaks will be prevented. The customer remains co-responsible for appropriate security conduct of its own (e.g. handling of credentials, staff awareness, implementation of recommended measures).

18. AI services

Results from AI-supported services (e.g. consulting, automation, generated content or analyses) may be incorrect, incomplete or inappropriate. ClearMedia gives no warranty as to their correctness, completeness or fitness for a particular purpose. The customer reviews the results on its own responsibility before any productive use and bears responsibility for their use in its business processes.

19. Software development

Software development assignments are provided as a contract for work. Unless otherwise agreed, the customer inspects delivered works within 10 working days and notifies defects in writing; productive use is deemed acceptance. ClearMedia remedies notified defects for which it is responsible by way of rectification.

After full payment, the customer receives the right, unlimited in time and territory, to use the individual code developed specifically for it. Pre-existing components, libraries, tools, frameworks and general know-how remain with ClearMedia, which may continue to use them – including for other customers. Any open-source and third-party components used are subject to their respective licence terms.

20. Software as a service (SaaS)

If the customer obtains software that ClearMedia has not developed exclusively for it as a service (SaaS), it receives a non-exclusive, non-transferable right of use for the term of the contract. All rights to the underlying software remain with ClearMedia or the respective rights holders.

21. Warranty

ClearMedia provides its services professionally and with customary industry care. Uninterrupted or error-free availability is not assured outside an agreed SLA. For defects for which ClearMedia is responsible, rectification takes priority.

22. Liability

ClearMedia is liable without limitation only for damage caused by intent or gross negligence and for personal injury, insofar as mandatory law so requires. Otherwise, liability – including for slight and medium negligence – is limited as follows: total liability per contract year is limited to the fee that the customer paid for the affected service in the 12 months preceding the damaging event.

Liability is excluded for indirect and consequential damage, in particular lost profit, production and business interruption, data loss (unless arising from an expressly agreed backup), reputational damage and third-party claims. Liability for auxiliary persons (art. 101 CO) is excluded to the extent legally permissible. ClearMedia is not liable for the customer's content and data.

23. Force majeure

Neither party is liable for non-performance or delay of services insofar as this is due to circumstances beyond its reasonable control. Force majeure includes in particular: war, terror and civil unrest; natural disasters such as earthquakes, floods, storms and fire; pandemics and epidemics; energy and power shortages as well as the failure of public communication and supply networks; cyberattacks, in particular denial-of-service attacks (DDoS), on ClearMedia or its upstream suppliers; the failure or refusal to perform by upstream suppliers and providers; orders by authorities or courts, embargoes and sanctions; and strikes and labour disputes.

During a force majeure event, the affected performance obligations are suspended and agreed deadlines are extended accordingly. If the event lasts longer than 60 days, either party may terminate the affected contract without obligation to compensate.

24. Data protection and data processing

ClearMedia processes personal data in accordance with the revised Swiss Data Protection Act (revDSG) and, where applicable, the GDPR. Insofar as ClearMedia processes personal data on behalf of the customer, it does so as a processor; a data processing agreement (DPA) is concluded upon request. The data location under section 11 applies. Otherwise, the privacy policy applies.

25. Confidentiality

Both parties treat the other party's confidential information as confidential during and after the contract term and use it only to perform the contract. Excepted is information that is publicly known or must be disclosed by law or official order.

26. Reference

ClearMedia may name the customer, with name and logo, in a factual manner as a reference. The customer may object to this at any time in writing with effect for the future.

27. Changes to these T&C

ClearMedia may amend these T&C. Changes are communicated to the customer in a suitable form at least 30 days before they take effect. If the customer does not object within this period, the changes are deemed approved. In the event of a material disadvantage, the customer has a special right of termination as of the date the changes take effect.

28. Assignment

The customer may transfer rights and obligations under the contract to third parties only with ClearMedia's prior written consent. ClearMedia may transfer contracts to an affiliated or acquiring company in the course of a restructuring or transfer of business.

29. Severability

Should any provision of these T&C be wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a permissible arrangement that comes closest to its economic purpose.

30. Governing law and jurisdiction

Swiss law applies exclusively, to the exclusion of its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Zurich, subject to mandatory statutory places of jurisdiction.

31. Binding version

This English version is provided for convenience. In case of discrepancies, the German version is the legally binding one.