General Terms and Conditions (GTC)
1. Scope and Introductory Provisions
1.1. These General Terms and Conditions (hereinafter "GTC") apply to all business relationships between Downtown Media GmbH (hereinafter "Downtown Media") and its clients. If the offer from Downtown Media contains differing provisions, those shall take precedence.
1.2. Downtown Media produces audiovisual products (videos, photographs, etc.; hereinafter referred to as "products") and advises clients in the creation of such products. All deliveries, services, and offers by Downtown Media are made exclusively on the basis of these General Terms and Conditions. Deviating provisions from the client are valid only if they have been expressly agreed upon in writing with Downtown Media.
1.3. The client’s general terms and conditions are not recognized and do not apply to the contractual relationship between Downtown Media and the client. This also applies in cases where Downtown Media has not expressly objected to such general terms and conditions.
2. Conclusion of Contract
2.1. Until accepted by the client, Downtown Media is free to change its prices and offers at any time. The items listed in the offer do not constitute an automatic reservation of the offered services.
2.2. A contractual relationship only comes into effect after a binding verbal or written order is placed by the client with Downtown Media. By accepting an offer from Downtown Media, the client agrees to the specifically offered scope of services. These GTC also become part of the contract upon its conclusion.
2.3. The contract between Downtown Media and the client may be concluded verbally (in particular during meetings or telephone conversations) or in writing (via email, letter, or other written forms). In any case, the contract becomes binding once Downtown Media confirms the assignment or begins providing the service.
3. Scope of Services and Execution
3.1. The scope of services results from the accepted offer or the confirmed assignment. Additional services that are not included in the original agreement will be charged separately.
3.2. Downtown Media is entitled to independently determine the manner in which the agreed services are provided, unless otherwise agreed in writing with the client.
3.3. Downtown Media may engage third parties (e.g. freelancers or partner companies) for the execution of services, without requiring the client’s prior consent.
3.4. If the client requests changes after the start of the project, Downtown Media will inform the client of any potential impacts on the timeline or pricing. Any additional work caused by the client’s change requests will be charged separately.
4. Prices and Payment Terms
4.1. All prices are quoted in Swiss Francs (CHF) and are exclusive of VAT, unless stated otherwise.
4.2. Invoices are payable within 30 days from the invoice date, unless otherwise agreed in writing. After this period, the client is automatically in default without the need for a reminder.
4.3. In case of delayed payment, Downtown Media is entitled to charge interest on arrears and to suspend or withhold further services until the outstanding amounts are paid.
4.4. Objections to invoices must be submitted in writing within 10 days of receipt. After that period, the invoice is considered accepted.
5. Obligations of the Client
5.1. The client shall provide Downtown Media with all necessary information, materials, and access required for the proper execution of the assignment in a timely manner.
5.2. If the client does not fulfill their duty to cooperate (e.g. by delaying approvals, not providing materials, or failing to attend scheduled shoots), Downtown Media may adjust the timeline accordingly and charge for any additional effort or waiting time incurred.
5.3. The client ensures that any content (texts, images, music, etc.) provided to Downtown Media does not infringe on third-party rights, such as copyrights or personality rights. The client shall indemnify Downtown Media against any claims in this regard.
6. Delivery and Acceptance
6.1. Downtown Media will deliver the finished product in the format agreed upon with the client. Delivery dates are only binding if they have been confirmed in writing.
6.2. Upon delivery, the client must review the product and notify Downtown Media of any defects within 5 working days. If no objection is raised within this period, the product is deemed accepted.
6.3. Minor deviations from the agreed concept, particularly in creative aspects (such as editing, music selection, or camera angles), do not constitute defects and do not entitle the client to refuse acceptance.
7. Rights of Use and Copyright
7.1. Downtown Media retains the copyright and all other intellectual property rights to the products it creates, unless explicitly agreed otherwise in writing.
7.2. Upon full payment of the agreed fee, the client receives the non-exclusive, non-transferable, and unlimited right to use the delivered product for the agreed purpose. Any use beyond this purpose (e.g. resale, transfer to third parties, or modification) requires the prior written consent of Downtown Media.
7.3. Downtown Media is entitled to use the produced work (in whole or in part) for its own promotional purposes (e.g. on its website, social media channels, or in showreels), unless the client explicitly objects in writing prior to the start of the project.
7.4. The raw material (e.g. raw video footage, unedited photos) remains the property of Downtown Media and will only be handed over upon separate agreement and for an additional fee.
8. Liability and Warranty
8.1. Downtown Media undertakes to perform its services with due care and according to professional standards. However, it does not guarantee the achievement of specific results or marketing success unless expressly agreed.
8.2. Any defects must be reported by the client in writing within 5 working days after delivery of the product. Downtown Media will remedy justified defects within a reasonable period.
8.3. Claims for damages against Downtown Media are limited to cases of gross negligence or intent. Liability for auxiliary persons and indirect damages (e.g. loss of profit) is excluded to the extent permitted by law.
9. Confidentiality
9.1. Both Downtown Media and the client agree to treat all information and data received in connection with the collaboration as confidential, unless such information is already publicly known or legally required to be disclosed.
9.2. This duty of confidentiality remains in effect even after the termination of the contractual relationship.
10. Final Provisions
10.1. Changes or additions to these General Terms and Conditions require written form to be valid. This also applies to a waiver of the written form requirement.
10.2. If individual provisions of these GTC are or become invalid, the validity of the remaining provisions remains unaffected. In such a case, the invalid provision shall be replaced by a valid one that comes closest to the intended purpose.
10.3. The place of performance for all obligations under this agreement is the registered office of Downtown Media.
10.4. These General Terms and Conditions are subject to Swiss law. The exclusive place of jurisdiction is Basel, Switzerland.
Downtown Media GmbH
Version 10/2023
Downtown Media GmbH, Blauensteinerstrasse 33, CH-4053 Basel
UID: CHE-267.716.133
Telefon: +41 61 511 21 11
E-Mail: info(at)downtownmedia.ch