GTC

These General Terms and Conditions ("GTC") govern the relationship between you as our customer ("Customer") and us [●] as contractor ("yoonek communications") (Contractor and Customer, the "Parties"). The services of yoonek communications and their scope shall be agreed and recorded in an individual contract with the Customer ("Individual Contract" or "Individual Contracts"). These GTC are a supplementary part of the individual contracts. If these GTC and individual contracts contradict each other, the contradictory provisions of the individual contracts shall prevail. The invalidation of individual provisions of these GTC by deviating provisions in individual contracts shall not affect the validity of the remaining GTC.

An individual contract is legally effective when the customer requests yoonek communications (usually with reference to the cost estimate) to provide certain services and yoonek communications confirms its agreement in writing or by e-mail (order confirmation). With the conclusion of the individual contract, the customer agrees to these GTC.

A cost estimate represents a non-binding estimate to the best of our knowledge and belief for the services requested by the customer. The exact scope of services as well as the possible object of delivery and the costs will only be bindingly determined in the individual contract. The cost estimate is valid for a period of 3 months from the date of initial issue. Later price adjustments remain reserved, but will be communicated to the customer in advance.

If the scope of services is not sufficiently determined at the time of the cost estimate, yoonek communications shall support the customer in specifying it. The related support and consulting services shall constitute a contractual relationship and shall be additionally remunerated on a time and material basis in accordance with the terms and conditions applicable at the time the services are rendered, unless otherwise agreed prior to the commencement of these services.

The services of yoonek communications and their scope are defined in the individual contracts between the customer and the agency.

The individual contract is concluded exclusively between the customer and yoonek communications. The individual contract creates rights and obligations exclusively between the customer and yoonek communications. The obligations of yoonek communications arising from the individual contract exist only towards the customer. Only the customer may invoke the advice of yoonek communications and enforce provisions of the individual contract.

Yoonek communications may engage third parties (media, suppliers, freelancers, marketers, etc.) to work as subcontractors in connection with the individual contract. Yoonek communications may also engage third parties on behalf of the customer.

Before yoonek communications engages a third party on behalf of the customer that incurs significant costs, this will be discussed and agreed with the customer. The contractual relationship is then directly between the customer and the third party. The invoices of the subcontracted third party will be forwarded directly to the customer for remittance, unless otherwise agreed, and the customer is obliged to pay them. Yoonek communications' liability to the Customer for errors and omissions of subcontracted third parties is excluded to the extent permitted by law. Yoonek communications may transfer the Individual Contract with all rights and obligations to companies controlled by it or under common control (without the Customer's consent).

The instructions required within the framework of the execution of the contract (incl. amendments to the contract) may be issued by the customer in writing or verbally. If verbal instructions are given, the customer is required to confirm them in writing without delay.

The customer acknowledges and agrees that instructions which result in a change of the individual contract may lead to price and/or schedule adjustments. Yoonek communications will inform the customer of any changes to the contract (incl. price and/or schedule adjustments) upon receipt of a written instruction or confirmation.

If the customer wishes to limit the group of persons authorized to issue instructions to certain persons, he must inform yoonek communications of this in writing. Otherwise, yoonek communications may assume that all persons of the customer (including any auxiliary persons of the customer) are authorized to issue instructions.

The services of the agency and the payment modalities are exclusively defined in the individual contract. In any case, it is taken into account that running costs of yoonek communications are to be paid already during the project duration.

Unless the Individual Agreement provides otherwise, yoonek communications grants the Customer, after full payment of the fee, a non-exclusive, non-transferable and non- sublicensable right, limited to Switzerland and the duration of the Individual Agreement, to use the work results created by the Agency or third parties in fulfillment of the Individual Agreement (communication campaigns, communication concepts, advertising materials, design, graphic drafts and sketches, texts, images, photos, filmic works, analyses, software applications, sounds, animations, etc.), hereinafter referred to as "Work Results", hereinafter referred to as "Work Results"). Materially, this right of use is limited to the scope specified in the individual contract or the fulfillment of the purpose of the individual contract. Subject to deviating provisions in the individual contract, the customer may edit or modify the work results.

The use of work results brought to the attention of the (potential) client in the context of presentations (e.g. pitches) requires the prior written consent of yoonek communications.

Compensation for any third party rights to work results (e.g. third party rights to image material used) is the responsibility of the customer. Yoonek communications may charge the customer for any compensation paid for this purpose.

Yoonek communications reserves the right to name clients and show examples of previously published work for reference purposes. This also applies to use on the website.

Yoonek communications generally excludes liability as far as legally possible. In addition, any liability of yoonek communications shall in any case be limited to the maximum amount of the remuneration received from the principal. Furthermore, the Principal shall in any case be obliged to take all reasonable measures to avert and mitigate damages without delay.

Yoonek communications shall not be liable for indirect and consequential damages as well as for damages to items which are required for the execution of an order and which are the property of the client, provided that there is no gross negligence on the part of yoonek communications.

Damages also include unsatisfied or insufficiently satisfied claims for compensation against the party causing the damage, bonus losses and any deductibles from a liability insurance policy.

Both parties undertake to keep secret all business transactions and information of the other party that become known to them in the course of the cooperation. This obligation to maintain secrecy shall apply beyond the duration of this contract. However, this confidentiality obligation does not cover the work results which yoonek communications and/or the customer may use pursuant to Clause 8.

Furthermore, information which is publicly accessible, which was already in the possession of the other party prior to the conclusion of the contract or contract negotiations, as well as information which a party has lawfully received from third parties without connection to the individual contract, is not subject to secrecy. A non-use and non-disclosure agreement signed prior to the conclusion of the contract shall be deemed an integral part of this contract.

The customer undertakes to inform yoonek communications about all facts relevant for the processing of the individual contracts and to provide yoonek communications with all information and documents required for this purpose.

If, for the purpose of fulfilling the individual contract, the customer delivers or otherwise makes available advertising media or essential components thereof, the customer shall provide yoonek communications with all data in accordance with the agreed technical specifications. If these technical specifications are not completely fulfilled, yoonek communications is authorized not to publish the advertising media until the corresponding technical specifications have been correctly implemented. The additional costs and other consequences, in particular the consequences of time delays in connection with data supplied too late or inadequately, shall be borne by the customer.

When providing advertising media or components thereof, the customer is obligated to provide yoonek communications with the advertising media necessary for the delivery/ placement of the advertising within the period agreed upon in the project order. The consequences of late provision or defective advertising material shall be borne by the customer.

In the event of improper, in particular late provision or subsequent change of order by the customer, no guarantee shall be assumed for compliance with the agreed placement date or the achievement of the agreed performance. The full claim for payment by yoonek communications shall remain valid even if the placement of the advertising material is delayed or does not take place.

The customer shall provide yoonek communications with all authorizations and copyrighted rights of use, ancillary copyrights and other rights required for the use of the advertising materials provided in the booked electronic media in accordance with the order, in particular the right to reproduce, distribute, transmit, process, store in and retrieve from a database, in terms of time, place and content, to the extent required for the execution of the advertising order.

The fulfillment of the contract and in particular the compliance with binding deadlines and dates require that the customer always fulfills its obligations to perform and cooperate in a timely manner. The customer undertakes to take the necessary precautions to ensure that it can meet its obligations to perform and cooperate at all times.

Yoonek communications shall be obligated, upon request of the Customer, but no later than in the event of termination, to transfer to the Customer all work results created under the Individual Agreement in reproducible formats (to be agreed upon), if and to the extent that the Customer has acquired the intangible property rights to such work results or a corresponding right to use the work results and has paid the compensation owed therefor. Insofar as yoonek communications has registered trademarks, designs, domain names as well as social media accounts in its own name in fulfillment of the Individual Agreement, yoonek communications shall be obligated upon first request to arrange for the transfer of the registration to the Customer.

Yoonek communications shall keep design data (and other data of the customer) available until the fulfillment of an individual contract or the completion of a project. Unless otherwise agreed in the individual contract and subject to statutory retention obligations, yoonek communications shall not be obliged to retain and archive data of the customer beyond the fulfillment of an individual contract or the completion of the respective project.

Upon expiration of the applicable legal and/or contractual retention obligations, yoonek communications may destroy the customer's data (whether in analog or digital form) (including communications with the customer). Yoonek communications is furthermore not obliged to retain its internal notes and documents.

The term of the contract depends on the individual contract. If the individual contract does not provide otherwise, it may be terminated in writing with a notice period of 6 months to the end of a calendar year. The right to terminate the individual contract at any time for important reasons for which the terminating party is not responsible remains reserved.

Without prior written consent of yoonek communications, the customer may not assign the individual contract and all claims, rights and obligations deriving therefrom.

Should one or more provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes as close as legally possible to the economic purpose of the invalid provision.

The individual contract (including these GTC) shall be governed exclusively by Swiss law and shall be construed and interpreted in accordance therewith. The application of Swiss and international private law as well as the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

Any disputes arising out of or in connection with these GTC or the individual contract between yoonek communications and the customer shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.

Zurich, November 2021.