General Terms and Conditions of FirstMedia Solutions GmbH

1. Scope and conclusion of contract

These General Terms and Conditions (GTC) apply to services provided by FirstMedia Solutions GmbH, hereinafter “FirstMedia”, to companies, self-employed persons, associations and other organisations that obtain the services for their business or organisational activities.

The contract is concluded upon acceptance of the quotation, in particular by signature, electronic confirmation or express consent by email. These GTC are provided or made accessible to the client before the conclusion of the contract and are incorporated into the contract.

In the event of any conflict, individual agreements and the accepted quotation take precedence over these GTC. The version incorporated at the time of conclusion of the contract applies. Subsequent amendments apply to existing contracts only if agreed accordingly.

2. Scope of services and technical requirements

The nature and scope of the services and the characteristics owed are governed by the accepted quotation and any supplementary agreements.

The scope of services comprises exclusively the agreed pages, functions, integrations, content and rounds of revisions. Further requirements and subsequent changes are agreed separately. The remedying of defects does not count as an additional round of revisions.

For websites based on WordPress, the client may independently edit the content and elements intended for this purpose within the scope of the functions and permissions set up.

The integration of external programs, in particular CRM systems, accounting solutions, apps and online shops, requires suitable interfaces, access rights and the technical availability of the systems concerned. Unrestricted compatibility with all existing or future third-party systems is not warranted.

The supported browsers, devices, software versions and technical environments are agreed within the project. Support for outdated systems or systems no longer supported by their respective manufacturer is owed only if expressly agreed.

Further support by qualified external service providers is possible within the scope of the rights of use granted and the applicable third-party licences.

3. Guarantees and economic results

FirstMedia does not assume any independent guarantees beyond the agreed services unless these are expressly designated and agreed as such.

General product descriptions and advertising statements do not give rise to any additional guarantees. Individually agreed services and characteristics remain reserved.

Specific search engine rankings, visitor numbers, revenues, sales or other economic results are owed only if they have been expressly agreed as a binding result.

4. Client cooperation and deadlines

The client provides the necessary content, information, access and approvals in good time, in full and in a suitable format. The client designates a contact person responsible for coordination and approvals.

The client carefully reviews submitted content and drafts. Changes requested after an approval are agreed separately with regard to effort, costs and consequences for deadlines. Claims for defects remain reserved.

If the project is delayed due to a lack of cooperation by the client, the affected deadlines are postponed appropriately, taking into account available capacity. FirstMedia informs the client of the consequences.

After an unsuccessful request for cooperation and the expiry of a reasonable deadline, FirstMedia may pause the project and invoice services already rendered. Foreseeable additional effort for interruption and resumption is agreed with the client before it is carried out.

If the lack of cooperation continues, FirstMedia may, after a further reasonable grace period and express notice, exercise its statutory rights to terminate the contract.

Deadlines are binding if they have been expressly agreed as such.

5. Prices, additional services and third-party costs

Unless otherwise agreed in the quotation, the following hourly rates apply:

• General work, consulting and support: CHF 180.00 per hour
• Web and app development: CHF 200.00 per hour

Prices are stated in Swiss francs plus value added tax at the statutory rate, unless it is expressly stated as included.

The agreed prices apply to an ongoing assignment. Price changes require a corresponding agreement.

Cost estimates designated as non-binding are based on the scope of services known at the time they were prepared. If it becomes apparent that the estimate will be exceeded, FirstMedia informs the client before carrying out additional work.

Services not included, additional rounds of revisions and change requests are agreed with regard to scope, costs and consequences for deadlines before they are implemented. Approval by email is sufficient.

Chargeable third-party services, licence costs and other external expenses are shown in the quotation or approved before they are commissioned.

The remedying of defects for which FirstMedia is responsible does not count as a chargeable change request.

6. Review, acceptance and remedying of defects

For services subject to acceptance, in particular websites and individually developed functions, FirstMedia informs the client of completion and makes the service available for review in an accessible environment.

The client reviews the service within 14 calendar days of receipt of the notification and reports any identifiable deviations from the agreed scope of services by email, as specifically as possible.

Material defects that prevent or significantly impair the agreed use entitle the client to postpone acceptance. Immaterial defects do not preclude acceptance; they are documented and remedied within a reasonable period.

If neither acceptance nor a specific notice of defects is given within the review period, FirstMedia sets a further period of at least seven calendar days. In doing so, FirstMedia expressly points out that the service will be deemed accepted if this grace period expires unused.

This deemed acceptance presupposes that the service was fully available for review and that a review could reasonably be expected of the client. Material defects reported in good time prevent deemed acceptance.

FirstMedia is given the opportunity to remedy, free of charge, defects for which it is responsible. If the remedy fails or is not carried out despite a reasonable grace period, the client is entitled to its statutory rights. Clause 13 applies to claims for damages.

Latent defects must be reported without delay after their discovery. Deemed acceptance does not exclude claims for defects that could not be identified in a proper review. Otherwise, the statutory rules on inspection, notice of defects and limitation apply.

Changes made by the client or third parties exclude claims for defects only to the extent that they caused the defect in question.

7. Terms of payment

Unless the quotation provides otherwise, the following payment schedule applies to project services:

• 50% of the agreed order value upon placement of the order.
• 50% upon completion and provision of the agreed service for acceptance.

FirstMedia may make the start of the project conditional upon receipt of the first instalment.

The second partial invoice requires that the agreed service has been completed substantially in accordance with the contract and has actually been made available for review. A publication or commissioning delayed at the client’s request does not postpone the time of invoicing.

In the event of material defects, the client’s statutory rights of retention remain unaffected.

Additional services are invoiced in accordance with the respective agreement, and ongoing hosting, licence and maintenance services in accordance with the agreed billing interval.

Invoices are payable within 30 calendar days of the invoice date without deduction. In the event of late payment, the client owes default interest of 10% per annum. Default occurs in accordance with the statutory requirements.

In the event of non-payment, FirstMedia may, after a reminder and a reasonable grace period, temporarily suspend further services. A suspension of ongoing hosting services is expressly announced in advance and must be proportionate. Data is not deleted solely on the grounds of late payment.

8. Support and maintenance

Support requests are to be sent to service@firstmedia.swiss. Telephone support and other support services are invoiced on a time and effort basis unless they are included in an agreed service package.

Binding response times, on-call services or support outside normal business hours exist only if expressly agreed.

The scope of a maintenance contract is set out in the quotation. Maintenance and update work included therein is covered by the agreed flat fee.

If changes to third-party systems, discontinued products or technical innovations require additional adjustments that are not included, FirstMedia informs the client of the effort and costs and obtains approval before carrying them out.

FirstMedia’s responsibility for its own defective services remains in accordance with these GTC.

9. Third-party services and licences

The respective licence and usage terms additionally apply to third-party products used, in particular WordPress, plugins, themes, fonts, images, payment services and interfaces. FirstMedia informs the client of the terms and restrictions that are material to its use.

FirstMedia cannot warrant the permanent availability and unchanged functioning of external services. In the event of relevant changes that come to FirstMedia’s attention, it informs the client and agrees on the necessary measures.

Responsibility for careful selection, integration and configuration within the agreed scope remains in accordance with these GTC.

Upon termination of the contract, it is clarified which licences are transferable and which the client must obtain itself for continued use.

10. Client content and copyright and rights of use

The client is responsible for the accuracy and lawfulness of the content and instructions it provides and for the necessary rights of use. FirstMedia points out any identifiable problems.

If claims are asserted against FirstMedia by third parties on account of an infringement of rights culpably caused by the client through content or instructions provided, the client indemnifies FirstMedia, to the extent of its responsibility, against justified claims and reasonable, necessary costs of legal defence.

FirstMedia informs the client without delay of any such claims and allows the client to participate appropriately in the legal defence. Acknowledgements or settlements to the detriment of the client require the client’s consent, which may not be withheld without objective reason. Any contributory responsibility of FirstMedia is taken into account.

Rights to client content remain with the client or the respective rights holders. The client grants FirstMedia the rights of use necessary to perform the contract.

Insofar as FirstMedia holds rights to individually created work results, the client receives, upon full payment for the service concerned, a non-exclusive right, unlimited in time and territory, to use and edit them for the agreed purpose.

The client may engage qualified third parties to operate, maintain, modify and further develop its website and provide them with the documents and access required for this purpose.

Independent marketing or sublicensing of FirstMedia’s reusable standard modules is not permitted without a separate agreement. The use of such modules as a component of the agreed client solution remains permitted.

The extent to which source code, open design files and documentation are handed over is governed by the quotation. The website files, database exports and client-specific access required for the agreed independent operation and further support are provided, insofar as FirstMedia is entitled to dispose of them.

Third-party products are subject to their licence terms. Mandatory rights under open-source licences are not restricted by these GTC.

11. Hosting, data backup and protective measures

Unless otherwise agreed, hosting takes place in a data centre in Switzerland or Germany. Providers and processing locations are documented in the data processing agreement, insofar as required under data protection law.

FirstMedia takes appropriate technical and organisational measures to protect the hosted data.

Even with careful development, configuration and maintenance, security vulnerabilities, technical faults and outages may occur. A solution that is completely error-free, available at all times or protected against all attacks is not warranted.

The expressly agreed security, maintenance and data backup services remain owed. Clause 13 applies to claims for damages.

Planned maintenance work that may significantly impair use is announced in advance wherever possible. Urgent security measures may be taken at short notice.

If hosting with data backup has been agreed, an automatic backup is made daily to a system separate from the production system. The retention period, scope of restoration and any restoration times are specified in the service description.

Backups do not replace legally required archiving. The client informs FirstMedia of any special archiving or retention requirements before the conclusion of the contract.

The client protects its access credentials and uses the systems provided lawfully and within the agreed resources.

In the event of specific security threats, unlawful use or significant risk to other systems, FirstMedia may temporarily restrict or block the affected access or services, insofar as this is necessary and proportionate.

FirstMedia informs the client in advance where possible and, in the event of imminent danger, without delay after the measure has been taken. As soon as the reason for the block ceases to exist, the restriction is lifted. The measure is limited to the extent necessary.

12. Data protection and confidentiality

The parties comply with the data protection provisions applicable to them and treat non-public business information, access credentials and confidential documents as confidential. This obligation continues after termination of the contract.

Insofar as FirstMedia processes personal data on behalf of the client, the parties conclude a supplementary data processing agreement before such processing begins. This agreement governs in particular instructions, data security, subcontractors, processing locations, support obligations and the return and deletion of the data.

The client is responsible for the lawfulness of the data processing it initiates. FirstMedia remains responsible for its own statutory and contractual obligations.

FirstMedia notifies the client of data security breaches relating to the data processed on its behalf as quickly as possible and supports the client to the extent agreed and required by law.

If services for the data protection compliance of a website are agreed, their scope is set out in the quotation. For this purpose, the client provides complete information on its actual data processing activities and the services used. Changes to this information must be communicated.

A comprehensive legal review of the business operations or a guarantee of the full legal compliance of all of the client’s data processing activities is not part of a technical data protection adjustment. Expressly agreed services remain owed.

13. Liability

FirstMedia is liable for damage caused by unlawful intent or gross negligence, for culpably caused personal injury and in cases of mandatory statutory liability. This liability is not limited by the following provisions.

Otherwise, FirstMedia’s liability for slight negligence is excluded, irrespective of the legal basis on which a claim for damages is asserted.

To the extent permitted by law and subject to the first paragraph, liability is excluded in particular for indirect damage, consequential damage, loss of profit, loss of revenue, lost savings, business interruptions, data loss and the costs of data recovery.

The same exclusions and reservations apply to liability for auxiliary persons engaged, in particular employees and subcontractors, to the extent permitted by law.

FirstMedia is not liable for damage to the extent that it was caused by improper use, unauthorised changes by the client or third parties, insufficiently protected access credentials on the client’s side or the client’s failure to implement reasonable security measures that were communicated to it. Any contributory causation by FirstMedia giving rise to liability remains reserved in accordance with this clause.

FirstMedia is liable for outages or changes to external services, interfaces and infrastructures only to the extent that it is responsible for them under the preceding provisions. The mere integration of a third-party product does not constitute a guarantee of its permanent availability or freedom from errors.

The client takes reasonable measures to prevent and limit damage and reports identifiable faults without delay. FirstMedia’s expressly agreed operating, maintenance and data backup obligations remain in place.

The agreed claims to performance in accordance with the contract and to the remedying of defects are not cancelled by this liability provision.

14. Force majeure

If a party is prevented from performing by an extraordinary event beyond its reasonable control, the affected performance obligations are suspended for the duration and to the extent of the impediment, insofar as the consequences cannot be avoided despite reasonable precautions and countermeasures.

This may include in particular natural disasters, war, official prohibitions or large-scale failures of public supply networks. Ordinary technical faults, staff shortages or avoidable security incidents do not constitute force majeure for that reason alone.

The affected party informs the other party without delay of the event, its expected effects and possible countermeasures. Affected deadlines are postponed by the duration of the impediment plus a reasonable restart period.

If the material impediment lasts longer than 60 calendar days, either party may terminate the affected part of the contract not yet performed by email. Services already properly rendered remain subject to remuneration; advance payments for services that are definitively cancelled are refunded. Mandatory statutory rights remain reserved.

15. Term and termination of ongoing services

Unless otherwise agreed, hosting, domain, licence and maintenance contracts have a term of twelve months from the agreed start of the service.

They are each extended by a further twelve months unless terminated no later than 30 calendar days before the end of the current contract period. Receipt of the notice of termination is decisive.

Notice of termination may be given by email to service@firstmedia.swiss. FirstMedia confirms receipt. The validity of a notice of termination whose receipt can be proven does not depend on this confirmation.

Differing terms or termination conditions of third-party products apply only if they were communicated to the client and agreed before the conclusion of the contract.

Mandatory statutory termination rights, in particular any applicable right of termination under Art. 404 of the Swiss Code of Obligations (CO), and the right to terminate for good cause remain reserved.

16. Early termination of projects and handover

In the event of early termination of a project, the mutual claims are governed by the type of contract, the reason for termination and the applicable statutory provisions.

Services already rendered that are subject to remuneration are invoiced, with payments on account already made being credited. Third-party costs already bindingly incurred, approved by the client and non-cancellable, as well as further statutory compensation claims, remain reserved insofar as they are attributable to the client under the applicable statutory provisions.

Expenses saved and other earnings to be credited by law are taken into account. No flat-rate termination penalty or automatic maturity of all services not yet rendered is agreed.

Upon termination of the contract, FirstMedia enables the orderly handover of the data, website files and client-specific access to which the client is entitled. Third-party rights and the agreed rights of use remain reserved.

Third-party licences upon termination of contract

Chargeable third-party tools and extensions, in particular plugin licences, are either licensed directly by the client or provided by FirstMedia and recharged accordingly.

Within the scope of an ongoing maintenance or hosting contract, FirstMedia may provide selected third-party extensions without additional licence costs. However, there is no entitlement to the permanent provision of any particular extension or licence.

Upon notice of termination or termination of the corresponding contract, the right to use the licences provided by FirstMedia ends. FirstMedia is entitled to remove or deactivate the corresponding licence keys. As a result, chargeable functions, updates, support services or security updates may cease to be available.

If the client wishes to continue using the extensions and functions concerned, it is responsible for acquiring its own licences in good time. FirstMedia is not liable for any resulting functional restrictions insofar as these are based exclusively on the discontinuation of the third-party licences provided and no mandatory statutory liability provisions apply to the contrary.

Additional migration work, setup with a new provider and further support are invoiced separately after prior agreement, unless they already form part of the agreed scope of services.

Malware and security incidents

FirstMedia takes appropriate technical and organisational security measures within the scope of the agreed services. However, complete protection against malware, hacker attacks, security vulnerabilities or other unauthorised access cannot be guaranteed.

If a website is infected with malware or there is reasonable suspicion of a security incident, FirstMedia is entitled to temporarily block, isolate or deactivate the website or individual functions, insofar as this is necessary to protect the website, the server infrastructure or third parties.

The investigation, clean-up, restoration and additional securing of an affected website is not part of the regular hosting or maintenance contract unless expressly agreed in writing. The resulting effort is invoiced at FirstMedia’s hourly rate applicable at the time.

This applies in particular if the security incident was caused by outdated software, extensions or themes, insecure or shared access credentials, interventions by the client or third parties, components installed by the client or security vulnerabilities at third-party providers.

FirstMedia cannot guarantee that all content and data can be fully restored. Restoration is carried out on the basis of the available and technically usable data backups. The client remains responsible for statutory notification, information and documentation obligations. FirstMedia supports the client in this on request against separate remuneration.

FirstMedia is not liable for damage, data loss, business interruptions, loss of revenue or third-party claims resulting from a security incident, insofar as FirstMedia did not cause it intentionally or through gross negligence and no mandatory statutory liability provisions apply to the contrary.

The timing and procedure for the return and deletion of data are communicated and agreed in good time. In the case of processing on behalf of the client, the provisions of the corresponding agreement apply. Statutory retention obligations remain reserved.

17. Applicable law and place of jurisdiction

Swiss law applies.

Insofar as an agreement on the place of jurisdiction is permissible, the competent courts in St. Gallen have exclusive jurisdiction. Mandatory statutory places of jurisdiction remain reserved.

18. Entry into force

This Version 5.0 enters into force on 14 September 2026 and replaces all previous versions.