1. SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF BUSINESS

The following terms and conditions apply to all services and products of HellYes GmbH, Gewerbestrasse 5, 6330 Cham (hereinafter "HellYes"). They shall also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions of the client which HellYes does not expressly acknowledge shall not become part of the contract, even if HellYes does not expressly object to them.

2 Offer and conclusion of contract

2.1 All offers made by HellYes are subject to change and non-binding. The contract between the customer and HellYes shall only come into existence through an order from the customer and its acceptance by HellYes. HellYes accepts the order by sending a confirmation by e-mail to the customer or by commencing the service. The nature and content of the services and products are governed exclusively by the offer attached to the contract.

2.2 Oral collateral agreements shall only apply if they are expressly confirmed by HellYes in writing or by e-mail.

2.3 In the event of a change of ownership, sale of the company or the subject matter of the contract, the contractual relationships shall continue to exist unless HellYes expressly agrees to a transfer.

2.4 Insofar as HellYes provides free services, these may be discontinued at any time. This shall not give rise to any claim for reduction, reimbursement or damages.

3. warranty

3.1 If a defect occurs, it must be notified in writing. The notice of defect must contain a precise description of the defect and its manifestation, so that an examination of the defect is possible.

3.2 Any warranty exceeding the statutory provisions, in particular for direct or indirect damage caused, e.g. loss of profit, interruption of operations, as well as for loss of data or damage incurred in connection with the recovery of lost data, is expressly excluded, unless HellYes or its employees can be proven to have acted with intent or gross negligence or to have breached a cardinal obligation due to slight negligence. The scope shall otherwise be determined in accordance with the statutory provisions of the order, pursuant to OR Art. 394 et seq.

4. cooperation of the client

4.1 The customer undertakes to provide the necessary cooperation services to enable HellYes to perform its contractual services. In the event of communication between the customer and HellYes, the contact persons acting on behalf of the customer shall be deemed to be authorised to make and receive declarations on behalf of the customer.

4.2 If cooperation services are not provided by the customer in due time, HellYes may provide them at its own discretion after setting a reasonable deadline of at least one week. In this case, the cooperation services shall be deemed to have been approved by the customer. If damages occur at HellYes as a result of a breach of the contractual duties to cooperate, the customer undertakes to compensate for these damages. In this respect, the liability provision in clause 7 shall apply accordingly.

4.3 For certain services and products, additional obligations to cooperate on the part of the customer are required in order to achieve an optimal result. These additional duties to cooperate shall become a binding part of the contract upon conclusion of the contract. In all other respects, Clauses 4.1 and 4.2 shall also apply to these special duties to cooperate.

4.4 Within the scope of the duty to cooperate, the customer shall in principle also grant HellYes direct access to the websites, content management systems, shop systems and/or social media accounts to be processed, managed, maintained or reproduced by HellYes. If it is necessary to manage the technical settings in the customer's account of a third-party provider from which the customer obtains services, the customer shall also grant HellYes access to these accounts.

4.5 The customer is obliged to check all services created by HellYes as well as proposed or advised services for their legal admissibility. This applies in particular to publications provided by HellYes on behalf of the customer. In this respect, the customer shall indemnify HellYes against any claims based on the fact that the services listed comprise legal infringements or are encumbered with the rights of third parties and shall bear the costs incurred as a result.

4.6 As set out in clauses 4.1 and 4.2, HellYes is dependent on the cooperation of the customer. If a deficient cooperation of the customer leads to the fact that the services of HellYes can no longer be provided, this shall not affect the payment claim of HellYes.

5. contract term and termination

The beginning and term of the contract shall be determined in accordance with the provisions in the offer. The contract may be terminated extraordinarily by either party if, due to serious breaches of contract by the other party, it is unreasonable for one party to adhere to the contract until the date of ordinary termination, the relevant breaches of contract have been warned in writing at least once, setting a deadline, and no more than two months have elapsed from the date of unsuccessful warning.

6. limitation of liability / exemption

6.1 HellYes shall be liable for intent and gross negligence in accordance with the statutory provisions. In the event of slight negligence, HellYes shall only be liable if an essential contractual obligation cardinal obligation. is breached or a case of default or impossibility exists. In the event of liability due to slight negligence, this liability shall be limited to such damages that are foreseeable or typical.

6.2 HellYes shall not be liable under the conditions of Clause 6.1 for data and programme losses insofar as the customer has not complied with the obligation incumbent upon it to make regular back-up copies.

7. confidentiality agreement

7.1 The parties shall treat all business transactions that become known within the framework of the contractual relationship, in particular information about the techniques used, applications as well as the general procedure or correspondence, as strictly confidential. This obligation shall also apply beyond the end of the contract.

7.2 These disclosures made within the framework of the contractual relationship are business and trade secrets, the disclosure of which to third parties is not permitted. A breach may give rise to claims for damages. This shall also apply beyond the end of the contract.

7.3 For a breach of the obligations under clauses 7.1 and 7.2, an appropriate contractual penalty shall become due, which shall be determined by HellYes and, in the event of a dispute, reviewed by the competent cantonal court.

8. remuneration for services and accounting

8.1 All services are due without deduction after invoicing. All prices are net amounts. The statutory value added tax shall be shown separately by HellYes and shall be paid additionally. Payment of the fees shall generally be made by bank transfer or by direct debit (hereinafter "LSV"). The agreed remuneration is due in each case on the 5th working day of the following month. Even without a separate reminder, default of the agreed remuneration due in each case shall therefore automatically occur on the 6th working day of the following month. The customer accepts the costs incurred in the event of late payment and the following processing fees, at the earliest after two written reminders after the invoice date, in the event of handover to collection service providers, in accordance with www.fairpay.ch.

8.2 The prices stated in the respective valid version of the associated order form shall apply to the service offers.

8.3 Services which HellYes provides in addition to the services listed in the offer, also by e-mail, following a written customer order, shall be invoiced to the customer separately at a mutually agreed hourly rate. HellYes shall charge 50% of the agreed hourly rate for travelling time.

8.4 HellYes shall issue an electronic invoice for each payment transaction, which the customer shall receive by email free of charge. If the customer requests that an invoice be sent by post, HellYes shall charge a fee of CHF 3.00 per invoice.

8.5 The customer may only offset claims of HellYes against undisputed or legally established counterclaims.

8.6 If the customer is in default of payment, HellYes may block its services; HellYes' claim to remuneration shall continue to exist.

8.7 If HellYes is authorised to carry out a direct debit and the customer's account does not have the necessary cover or the direct debit cannot be honoured due to the provision of incorrect bank details or if the customer objects to the direct debit although he is not entitled to do so, HellYes shall receive a flat-rate compensation and expense allowance for the necessary return direct debit in the amount of CHF 30.00 from the customer for each direct debit that cannot be collected. It remains for the customer to prove that HellYes has incurred no or less damage.

8.8 In the case of orders for the creation of a website or webshop, payment shall be made in thirds, unless otherwise contractually agreed:
1st third: Deposit before start of order;
2nd third: 5 working days after acceptance of the first draft;
3rd third: 5 working days after final acceptance.
The activation of newly created websites always takes place after full payment of the total project price has been received. All design productions and technical work remain the property of HellYes until full payment has been received and may not be reused. Original files will be handed over to the customer on request after full payment of the total order.

8.9 In the event of a delay in payment of a not insignificant part of the invoice amount or the endangerment of the payment claim of HellYes due to a significant deterioration in the financial circumstances of the customer, within the meaning of OR Art. 151, HellYes shall be entitled to declare all claims arising from the contract with the customer immediately due and payable.

9. special provisions for the reservation of domains

9.1 If the customer commissions HellYes with the registration of domains, the following provisions shall apply in addition:

9.2 HellYes shall forward the customer's registration order to the competent registration authority NIC. The customer is responsible for the admissibility, completeness and correctness of his application and the information contained therein, a check by HellYes also for plausibility. does not take place. HellYes has no influence on the registration and is not liable for its success.

9.3 The customer can only assume successful registration of the desired domain name if he is registered as the owner of the domain with the respective NIC.

9.4 On the basis of the domain registration, a contract is concluded directly between the NIC and the customer in accordance with the terms and conditions of the registries. The customer shall inform himself/herself about the NIC's allocation principles and general terms and conditions and agrees to their validity.

9.5 HellYes handles domain registrations through Infomaniak Network SA, Rue Eugène Marziano 25, 1227 Les Acacias (GE). With the registration order, the customer accepts, in addition to the General Terms and Conditions of HellYes GmbH, the General Terms and Conditions of Infomaniak Network S.A., which can be found at https://www.infomaniak.com/de/agb/allgemeine-bedingungen, should the domain registration be handled by Infomaniak Network S.A..

9.6 A processing fee for the forwarding of the registration of the domain, if stated in the offer description, is incurred regardless of the success of the registration.

10. special provisions search engine marketing SEO, SEM, SMM, IPR, SMM, texts

10.1 HellYes expressly points out that the optimisation and influencing of search engine results can lead to the fact that the relevant Internet pages of the customer can be adversely evaluated and indexed by search engines in exceptional cases. Claims of the customer due to such an evaluation and indexing by search engines, which cannot be influenced by HellYes, are excluded.

10.2 HellYes does not check the keywords used with regard to trademark law or copyright. The legal responsibility for this examination lies with the customer in this respect. If claims are asserted against HellYes by third parties on the basis of infringements of trademark law or copyright law, the customer shall indemnify HellYes against all legal claims and costs on first demand. This includes in particular the costs of legal prosecution. This obligation of the customer applies irrespective of which services and/or products are commissioned.

10.3 The contracting parties agree that the creation or removal or also non-removal of a backlink that refers to an Internet page of the customer is carried out at the free discretion of HellYes. The customer has no claim to the deletion of individual or all backlinks.

11. special provisions website creation

11.1 The decisive factor for the definition of the scope of services of the website to be created by HellYes is the offer and, if applicable, the attached specifications.

11.2 The customer is entitled to request changes to the scope of services at any time until acceptance of the website. After receipt of the change request, HellYes shall provide the customer with a list of the additional costs caused thereby and a possibly necessary change in the schedule. Should the requested change involve significant deviations from the offer, the contracting parties shall extend the deadlines of the agreed schedule by a reasonable period of time by mutual agreement.

11.3 In principle, the display of an HTML website may differ when used in different operating systems, end devices, resolutions and browsers or settings. By programming in conformity with the standards and testing with the respective current browsers, we aim to achieve a correct or adapted display on most systems. Due to the large number of variations, we cannot guarantee that the website will be displayed without loss or exactly uniformly on all systems, end devices and with all browsers.

11.4 HellYes grants the customer the spatially and temporally unlimited right of public access after full payment, insofar as not otherwise contractually agreed. Other uses, in particular the reproduction or dissemination of the website or parts thereof with the exception of the works provided by the customer himself. in printed form or on other websites not designed by HellYes, require the prior written consent of HellYes and shall be remunerated additionally.

11.5 HellYes is entitled to place its copyright notice on the website. HellYes has the right to refer to its involvement in the creation of the website, in particular also by means of a reference with a link to its own website.

11.6 Changes and edits to the contents of the website, in particular updates of texts, images, graphics and tables as well as technical changes, may also be made by the customer or third parties commissioned by the customer without the consent of HellYes. The modification and editing of the graphic design of the website, on the other hand, requires the consent of HellYes.

11.7 The right of use shall not pass to the Client until the remuneration has been paid in full.

11.8 The customer undertakes to provide HellYes with all documents necessary for the creation of the website in good time. This applies in particular to texts, photos, logos, graphics, films, pieces of music, etc.

11.9 The customer shall ensure that the documents which he provides to HellYes for the design of the website are not encumbered with the rights of third parties. He shall indemnify HellYes against claims for compensation by third parties resulting from the breach of this obligation. The indemnification obligation shall not apply if the customer proves that he is not at fault.

11.10. The customer shall hand over the documents in the form agreed with HellYes. In the absence of specific agreements, the customer shall provide the documents electronically in a customary storage format.

11.11. Expenses incurred by HellYes which are necessary for the fulfilment of the order shall be reimbursed in full by the customer after HellYes has submitted the invoices.

11.12. In the case of web and/or graphic design, the order shall be made in a draft and a correction phase.

11.12.1 HellYes shall commence work and prepare a first draft after receipt of the order confirmation. HellYes shall send the customer a corresponding preview. In the event of fundamental change requests or absolute displeasure, the customer may request a second draft.

11.12.2 In the case of minor change requests, the correction phase begins with the written submission of a structured list of all change requests from the client. A correction run is completed with the submission of the revised graphic preview or renewed sending of the link to the revised web version. Unless otherwise agreed, a maximum of two correction runs are included in the contract.

11.12.3 Requests for changes going beyond this require a supplement to the order or will be added on a time-fee basis after consultation. In order to make a correction run as efficient as possible, it is in the interest of the client to submit his change requests as clearly, structured and collected as possible.

11.13. HellYes has all creative and aesthetic freedoms in the design of the website, although it must take into account the economic interests of the customer. HellYes shall create the website/webshop with the exception of the elements supplied by the customer.

11.14. Acceptance of a draft in web or graphic design must take place within 10 calendar days and may not be refused for creative-artistic reasons. There is freedom of design within the scope of the order. If acceptance has not taken place within ten days of the client submitting the design, the design shall be deemed to have been accepted in full.

11.15. Prior to acceptance of the created website, the customer shall satisfy himself that the pages produced by HellYes function under the previously specified test conditions and shall confirm this to HellYes in writing. Complaints or change requests submitted after acceptance of the website are no longer subject matter of the contract and require a follow-up order.

11.16. Non-acceptance in connection with an order cancellation does not release the customer from his bindingly placed order. HellYes shall retain the claim to remuneration for work already commenced / performed and the right to compensation for damages due to non-performance. The website shall be deemed accepted at the latest when it is in productive use, e.g. activation on the Internet.

12. special provisions web shop creation

12.1 HellYes creates a shop system. A webshop system is a website that allows the customer to place and manage products, as well as a shopping cart and purchase function for the users of the webshop.

12.2 Unless otherwise agreed, the scope of functions of the webshop is limited to the functions specified in section 12.1.

12.3 A transfer of product or data inventories from existing shop systems is not part of the service, unless otherwise agreed. If product porting is agreed, HellYes shall transfer the simple product data to the target system. The simple product data is limited to the product designation, the possibly unformatted product description, the net or gross price as well as a product image. HellYes is dependent on the cooperation of the customer, in particular on the provision of the access data and databases to the source system. A transfer of the category structure or a categorisation, optioning, grouping and/or grading of the products is not part of the contract. If a porting is not possible, the rest of the contract remains unaffected. In this case, the agreed purchase price shall be reduced by 10%, however, by a maximum of CHF 500.00. If the webshop is not purchased but rented, the monthly rental fee shall be reduced in this case by 10%, however, by a maximum of CHF 30.00.

12.4 Only the method of bank transfer shall be integrated into the webshop as payment methods; the integration of other payment methods shall not be part of the contract, but shall require an additional agreement or the assumption of the conspicuous working hours.

12.5 Unless otherwise agreed, a connection of the web shop to external services is not part of the service. If a connection to external services is agreed, e.g. external trading platforms, price search engines or mail order providers, HellYes shall only provide the technical connection options, not the service itself. Connections to external services can be made by separate order per Verr

12.6 HellYes does not check the webshop or the individual products for legal compliance.

12.7 In all other respects, the special provisions on website creation in section 11 shall apply.

13. special provisions websites and webshops for rent

13.1 With his order for the provision of a webshop or a website, the customer acquires only a licence, i.e. the non-exclusive right of use to use the website provided only for the project designated in the order, for the duration of the contract. The transfer of the programmes to third parties against payment or free of charge is not permitted.

13.2 Unless otherwise agreed, the term of a rental contract is 36 months from the date of conclusion of the contract. The rental contract shall be automatically extended by a further 12 months unless one of the contracting parties terminates the contract with 90 days' notice before the end of the contract. The same applies to a contract that has already been extended. Termination of the contract must be in writing.

13.3 The restriction of use shall remain valid beyond the end of this Agreement.

14. special provisions hosting

14.1 HellYes provides hosting and data centre services with an overall availability of 98.5 %. The availability is calculated on the basis of the time allotted to the respective calendar month in the contractual period minus maintenance times. HellYes is entitled to carry out maintenance work for a total of five hours per month after prior notification. During this period, the contractual services are not available.

14.2 HellYes points out that, as a rule, no backup of the deposited data and content takes place and that the responsibility for the backup of the deposited data and content lies exclusively with the customer.

14.3 The warranty for hosting and data centre services is otherwise based on the statutory provisions of contract law, according to OR Art. 394 ff.

14.4 The number of mailboxes is limited to the contractually agreed number. The storage space per mailbox is limited to 5 gigabytes. In the case of domains with e-mail mailboxes, the customer may commission the set-up of e-mail addresses for a one-off charge of CHF 30.00 per address.

14.5 The customer is obliged to refrain from any improper use of the email service, in particular not to offer, transmit or request the transmission of computer viruses or other malicious software or to execute any other applications that cause or may cause damage to the systems of the provider, its networks or other networks. The customer undertakes to check data for viruses before uploading it to the network and to only upload checked files to the server. HellYes reserves the right for e-mails to limit the size of incoming and outgoing messages, insofar as this is reasonable for the customer.

14.6 HellYes may block services if systems act or react in a manner deviating from the normal operating behaviour and the security, integrity or availability of systems, networks and data of HellYes or third parties are thereby impaired. This also applies if HellYes suspects such an impairment on the basis of objective indications. It is clarified that this regulation also applies to so-called Denial of Service attacks (hereinafter "DoS attacks") which the customer carries out via its server or for which the customer's server is used by third parties. In the event of an intentional act by the customer, HellYes may terminate the contractual relationship without notice.

14.7 If a server is repeatedly the target of DoS attacks and a repetition is to be expected, HellYes may terminate the contractual relationship without notice after a warning if there is no reasonable possibility for HellYes to prevent the expected future DoS attacks or their effect on other systems.

14.8 If third parties credibly claim that contents or domains infringe their rights, or if it appears likely on the basis of objective evidence that legal provisions are infringed by domains or contents, HellYes may block the contents as long as the infringement or the dispute with the third party about the infringement persists.

14.9 If the possible infringement is committed by a domain, HellYes may also take measures to make the domain inaccessible. In cases where the infringement by a domain appears certain on the basis of objective evidence, HellYes may terminate the contractual relationship without notice.

14.10. HellYes may reject emails sent to its customers on the basis of objective criteria if facts justify the assumption that an email contains malware, the sender information is false or disguised or it is an unsolicited or disguised commercial communication.

14.11. HellYes' claim to payment shall continue to exist as long as a service has been blocked for the above reasons.

14.12. The Domain Holder indemnifies HellYes, the Registrar, the Registry and the Internet Corporation for Assigned Names and Numbers ICANN, as well as their respective legal representatives, employees, agents and other affiliates, against claims for damages of third parties of any kind arising from the registration of the domain. This obligation shall continue beyond the term of the registration agreement.

14.13. Provision of direct server access, for example database or FTP access, is excluded.

14.14. The form, content or purpose of the customer's use of the HellYes services may not violate legal prohibitions, morality or the rights of third parties with regard to trademarks, names, copyrights, data protection rights, etc. The customer undertakes not to use the HellYes services in any way that is contrary to the law. In particular, the customer undertakes, within the scope of his use of the HellYes services, not to present any pornographic, violence-glorifying or inciting contents, not to incite to criminal offences or to present instructions for such and not to offer or have offered any services which have pornographic and/or erotic contents, e.g. nude pictures, peep shows, etc. as their subject matter. The customer may not send any data or store any data on a data carrier of HellYes which, due to their type or nature (e.g. viruses), size or duplication (e.g. spamming), are suitable to endanger the existence or operation of the data centre or data network of HellYes.

14.15. For each case of culpable infringement of the aforementioned obligation, taking into account the legal institution of the continuation connection, the customer undertakes to pay a contractual penalty in the amount of CHF 7,500.00. This does not exclude the assertion of further damages by HellYes.

14.16. If HellYes becomes aware that the form, content or purpose of the customer's Internet pages and/or e-mail traffic violates legal prohibitions/prohibitions, third party rights or morality, HellYes is entitled to remove the illegal information or to block access to it.

14.17. If the Internet pages of the customer and/or the domain names or e-mail addresses reserved and/or used by the customer or its e-mail traffic violate the aforementioned prohibitions, morality or the rights of third parties and if the customer is responsible for this, the customer shall be liable to HellYes for compensation of all damages resulting from this. The customer shall indemnify HellYes internally against any claims of third parties resulting from these violations.

15. setting up and maintaining networks

15.1 Insofar as the setup and configuration of networks is agreed, the scope of the services owed results from the contractual offer. It is expressly pointed out that the services in the area of setting up and supporting networks shall be performed in accordance with the statutory provisions of contract law, in accordance with OR Art. 394 ff, unless there is an express contractual agreement deviating from this.

15.2 Support and maintenance fees for an installed network are to be understood as a fixed price, i.e. there is no billing according to actual time spent. Unless expressly agreed otherwise in individual cases, support and maintenance fees shall be paid monthly. A refund of support and maintenance fees already paid is excluded.

15.3 The term shall be governed by the contract agreed between the parties. Unless otherwise agreed, the term shall be 12 months. Unless the contractual relationship is terminated with three months' notice to the end of the respective contractual term, it shall be extended by the originally agreed term in each case.

15.4 The response time for fault rectification is on average four hours, whereby a maximum response time of eight hours is contractually owed.

15.5 The limitations of liability pursuant to section 6 of these GTC shall apply.

16. support

16.1 Support is not included as standard in the order, but is an order supplement to be agreed. HellYes shall endeavour to answer requests within 72h. For faster requests, HellYes offers separate service level agreements (hereinafter "SLA") on an increased fee basis.

16.2 Without an SLA, there is no legal entitlement to specific support services at specific times of the day or night or in a specific quality.

17 Data protection and data handling

17.1 HellYes points out that personal data is stored within the scope of the performance of the contract and, if necessary, forwarded to participating cooperation partners, vicarious agents and service providers of HellYes to the extent necessary. Otherwise, personal data will only be collected, processed or used if the customer consents or a legal provision permits this. Data will not be passed on to third parties for advertising purposes.

17.2 Insofar as data is transmitted to HellYes - in whatever form - the customer shall make backup copies. In the event of a loss of data, the customer shall be obliged to transmit the relevant data files to HellYes again free of charge.

17.3 The customer himself is responsible for all content produced or published by him, via his access code or by third parties via his HellYes. A general monitoring or review of this content by HellYes does not take place.

17.4 HellYes may name the customer on the website or in other media as a reference customer. HellYes may publicly reproduce or refer to the services provided in whole or in part for demonstration purposes, unless the customer asserts a conflicting interest in writing.

18. monitoring

18.1 HellYes uses the "Matomo" software for the provision of visitor analysis, which is a so-called web analysis service. For this purpose, a script is loaded on the customer's website, which transmits data to the HellYes servers. Matomo uses so-called "cookies", which are text files that are stored on the website visitor's computer and enable HellYes to analyse the use of the website. For this purpose, the usage information generated by the cookie, including the shortened IP address, is transmitted to the HellYes server and stored for usage analysis purposes, which serves to optimise the website. The IP address of the website visitors is immediately anonymised during this process, so that the individual user remains anonymous. The information generated by the cookie about the use of the website is not passed on to third parties. Website visitors may refuse the use of cookies by selecting the appropriate settings on their browser, however please note that if you do this you may not be able to use the full functionality of this website.

18.2 HellYes assumes no legal liability for the monitoring. It is the customer's responsibility to ensure the legal compliance of his website and, if necessary, to adapt the privacy policy.

19. resource use agreement

The customer grants HellYes the right to regularly use the computing, storage and network performance of its servers, to store and execute files and to make network queries. The customer undertakes, insofar as he is able, to provide HellYes with write- and read-capable FTP access to his servers for the duration of the contract term. Insofar as the access is not blocked after the expiry of the contract, the customer grants HellYes the right of use also beyond the duration of the contract period.

20 Special provisions Photographs - photography and video

20.1 "Photographs" within the meaning of these GTC are all products produced by HellYes, regardless of the technical form or medium in which they were created or are available (negatives, slide positives, paper images, still videos, electronic still images in digitalised form, videos, etc.).

20.2 HellYes shall have all creative and aesthetic freedom in the design of the Photographs, although it shall take into account the economic interests of the Client.

20.3 Acceptance of the photographs must take place within 10 calendar days and may not be refused for artistic reasons. There shall be freedom of design within the scope of the order. If acceptance has not taken place within ten days of the Client submitting the Photographs, the Photographs shall be deemed to have been accepted.

20.4 HellYes is entitled to the copyright to the Photographs in accordance with the Copyright Act. The Photographs produced by HellYes are in principle intended only for the customer's own use. If HellYes transfers rights of use to its works, only the simple right of use is transferred in each case - unless expressly agreed otherwise. Any transfer of rights of use shall require a special agreement. The rights of use shall only pass to HellYes after payment has been made in full. The orderer of a photograph shall have no right to reproduce and distribute the photograph unless the corresponding rights of use have been transferred. When exploiting the Photographs, HellYes may, unless otherwise agreed, demand to be named as the author of the Photograph. A violation of the right to be named entitles HellYes to compensation. The negatives shall remain with HellYes. The negatives shall only be surrendered to the customer upon separate agreement.

20.5 For the production of the Photographs, a fee shall be charged as an hourly rate, daily rate or agreed flat rate plus statutory value added tax (ancillary costs travel expenses, model fees, expenses, props, laboratory and material costs, studio rents, etc.) shall be borne by the Client. Until full payment of the purchase price, the delivered photographs remain the property of HellYes. If the customer has not given HellYes any express written instructions regarding the design of the Photographs, complaints regarding the image conception as well as the artistic-technical design are excluded. If the customer wishes changes during or after the production of the photographs, he shall bear the additional costs. HellYes shall retain the claim to remuneration for work already commenced.

20.6 The customer assures that he possesses the right of reproduction and dissemination for all originals handed over to HellYes as well as, in the case of portraits of persons, the consent of the persons depicted for publication, reproduction and dissemination. Claims for compensation by third parties based on a breach of this obligation shall be borne by the client. The client undertakes to make the photographic material available in good time and to collect it again immediately after the photograph has been taken. If the customer does not collect the objects to be photographed at the latest after two working days after being requested to do so, HellYes is entitled, if necessary, to charge storage costs or, if its studio rooms are blocked, to remove the objects from storage at the customer's expense. Transport and storage costs shall be borne by the customer.

20.7 If HellYes provides the customer with several Photographs to choose from, the customer must return the non-selected Photographs within one week of receipt - if no longer period has been agreed - at his own expense and risk. HellYes may demand payment for lost or damaged Photographs, provided it is not responsible for the loss or damage.

20.8 If HellYes provides the customer with images from its archive, the customer shall return the unselected images within one month of receipt by the customer, and the selected images within one month of use. If the customer defaults on the return, HellYes may charge a blocking fee of CHF 20.00 per day and image, unless the customer proves that no damage has been incurred or that the damage is lower than the flat-rate damage fee. In the event of loss or damage which precludes further use of the images, HellYes may demand compensation. The damages shall amount to a lump sum of CHF 2,000.00 for each original and CHF 300.00 for each duplicate, unless the customer proves that no damage has been incurred or that the damage is lower than the lump sum. HellYes reserves the right to claim higher damages.

20.9 If the time scheduled for the execution of the order is significantly exceeded for reasons for which HellYes is not responsible, the fee shall be increased accordingly, if a flat rate was agreed. If a time fee has been agreed, HellYes shall also receive the agreed hourly or daily rate for the waiting time, unless the customer proves that HellYes has not incurred any damage. In the event of intent or negligence on the part of the customer, HellYes may also assert claims for damages. Delivery dates for photographs are only binding if they have been expressly confirmed by HellYes. HellYes shall only be liable for exceeding deadlines in the event of intent and gross negligence.

20.10. The digitisation, storage and reproduction of HellYes' photographs on data carriers of any kind shall require the prior written consent of HellYes. The transfer of rights of use does not include the right to store and reproduce if this right has not been expressly transferred.

20.11. The processing of photographs by HellYes and their reproduction and distribution, analogue or digital, requires the prior consent of HellYes. If a new work is created by photo-composing, montage or other electronic manipulation, it must be marked with [M]. The authors of the works used and the author of the new work are co-authors. The customer is obliged to digitally store and copy photographs of HellYes in such a way that the name of HellYes is electronically linked to the image data. The customer is obliged to make this electronic link in such a way that it is preserved in every type of data transmission, in every reproduction on screens, in all types of projections, in particular in every public reproduction, and that HellYes is clearly and unambiguously identifiable as the author of the images. The customer assures that he is entitled to commission HellYes with the electronic processing of third-party photographic images if he places such a commission. He shall indemnify HellYes against all claims of third parties based on the breach of this obligation.

20.12. The dissemination of HellYes' photographic images on the Internet and in intranets, in online databases, in electronic archives which are not only intended for the customer's internal use, on diskette, CD-ROM or similar data carriers is only permitted on the basis of a special agreement between HellYes and the customer. The passing on of digitised photographic images on the Internet and in intranets and on data carriers and devices suitable for public reproduction on screens or for the production of soft and hard copies requires the prior written consent of HellYes. The reproduction and dissemination of adaptations produced by HellYes by electronic means require the prior written consent of HellYes. HellYes is not obliged to surrender data carriers, files and data to the customer unless this has been expressly agreed in writing. If the customer wishes HellYes to provide him with data carriers, files and data, this shall be agreed and remunerated separately. If HellYes has made data carriers, files and data available to the customer, these may only be changed with the prior consent of HellYes. The risk and costs of the transport of data carriers, files and data online and offline shall be borne by the customer; the manner of transmission may be determined by the customer.

21. special provisions care service

21.1 The HellYes support service is a module which can be specially booked by the customer on a contractual basis. In this service package, various services are provided which concern the systemic security of the customer's website.

21.2 The update services in this module generally concern the system and the plug-ins on the customer's system; the exact scope of services results from the contractual agreement. HellYes installs the plugins provided by the system or plugin provider, insofar as the customer has a respective valid licence for it and an update does not endanger the stability of the system. Some plug-ins and themes have a limited service period of the provider after purchase, insofar as the customer does not extend this against payment, these updates cannot be installed by HellYes.

21.3 If an update of the system or the plug-ins causes errors, HellYes is entitled not to install them or to cancel the update. HellYes shall not be liable for any damage or display errors caused by the installation of the updates.

21.4.Some services, such as the Backup Service, can only be performed if the Customer has concluded a hosting contract with HellYes and the Customer's website is located on HellYes' servers. Service points that require hosting are explicitly marked in the contract. Insofar as the customer does not conclude a hosting contract or does not host his website on the servers of HellYes, the obligation of HellYes to perform these marked services does not apply. The payment claim of HellYes remains unaffected by this.

22. changes

22.1 HellYes reserves the right to amend these General Terms and Conditions at any time. HellYes shall inform the customer of any changes at least four weeks before the date on which the change takes effect.

22.2 If the customer does not object to the amendment of the Terms and Conditions by letter to the business address of HellYes within 4 weeks after receipt of the notification of amendment, the amended Terms and Conditions shall be deemed accepted by the customer. In the event that the customer does not agree to the changes, the GTC accepted up to that point shall continue to apply.

23. form of declarations

Legally relevant declarations and notifications which the client has to make to HellYes or a third party must always be made in writing.

24 Limitation of claims

HellYes' claims for payment of the remuneration shall only become statute-barred 5 years after receipt of the last invoice, in deviation from OR Art. 127 et seq.

25. miscellaneous

25.1 The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law is the court responsible for the registered office of HellYes. Swiss law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). HellYes has the right to choose to sue at the customer's place of jurisdiction.

25.2 A sale of individual business units of HellYes or a change of shareholders shall not constitute a special right of termination.

25.3 If general terms and conditions have not become part of the contract in whole or in part, or if they are or become legally ineffective, the remaining content of the general terms and conditions shall not be affected thereby. In this case, the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision according to Swiss law.

Status October 2022