Master agreement Marqea studio
This Service Agreement (“Agreement”) is entered into by and between the service provider,
Marqea AG
Zahnradstrasse 22
8005 Zurich
Switzerland
hereinafter referred to as “Supplier”
and any company or entity that accepts the terms set forth in a quote issued by the Supplier,
hereinafter referred to as “Customer”
(each also referred to as “Party” and collectively as “Parties”)
1. Object
1.1 This Master Agreement together with its annexes (“Agreement”), sets forth the rights and obligations of the Parties with respect to the services provided by the Supplier to the Customer (“Services”).
1.2 Each Service shall require a separate Statement of Work (“SOW”), which for purposes of this Agreement shall include any quote signed by the Customer. By signing a quote, the Customer expressly agrees to the terms of this Master Agreement, as published online at the time of signature.
1.3 The Supplier undertakes to provide its Services as described in the relevant SOWs and within the timelines defined in the SOW. In the event of diverging provisions, the provisions of the relevant SOW prevail.
1.4 The Parties understand and agree that all Services related to strategy and marketing consulting as well as all Services related to a creative process, such as the development of design and graphic features and concepts, are mandates in the sense of Art. 394 ss Swiss Code of Obligations (“CO”).
2. Provision of Services
2.1 The decision on the deployment of human resources to fulfill Services (“project team”) is the sole responsibility of the Supplier. In particular, the Supplier may increase, reduce or replace the project team at any time.
2.2 The SOW defines the number of revisions included in the Service regarding all creative components of the Service, i.e. especially design and graphic features and concepts, the Customer is entitled to based on his feedback. The revision has to be requested by the Customer within 5 days of reception of the initial proposition by the Supplier. Any further request for a revision has to be agreed on by the Parties.
2.3 The Supplier is authorised to suspend all Services agreed upon in the event that the Customer does not settle an invoice within the payment period. Any claims for damages by the customer in this connection are excluded.
3. Cooperation of the Customer
3.1 The Parties are aware that, depending on the Services chosen by the Customer, high demands are placed on the Customer’s cooperation. In particular, the Customer is obliged to regularly participate in the meetings agreed upon by the Parties as well as to provide the necessary information and data and, if necessary, to allow the Supplier’s employees access to the business premises during business hours.
3.2 If the Customer does not participate in any of the meetings agreed upon in advance or does not provide the necessary information and/or data resulting in a possible delay of the Supplier’s performance, the Supplier shall not be in default.
3.3 Insofar as the Supplier’s performance is not possible without the Customer’s cooperation, the Supplier shall nevertheless retain its claim to remuneration. This shall not apply if the Customer was prevented from attending the meeting through no fault of its own. The meeting shall be made up for without delay after agreement between the Parties.
4. References
4.1 The Parties agree to name/mention the other Party’s logo/company as follows:
- on the website of the respective Party (Suppliers name and logo shall be visible on the bottom of the Customer’s Website; Customer’s name and logo shall be visible under “Sase Studies” on Suppliers Website);
- in communication material (company presentations, newsletters, flyers or similar) in connection with the agreed Services;
- on reference lists.
4.2 The Parties may revoke their consent regarding section 4.1 at any time in writing and without giving reasons.
5. Remuneration of the Supplier
5.1 The remuneration shall be agreed upon in the SOW.
5.2 The agreed amounts cover all works and services necessary for the proper performance. In particular, the remuneration also covers fees and public dues (e.g. VAT, customs etc.).
5.3 Unless otherwise agreed in a SOW, 100% of the remuneration shall be paid in advance, and is due within 7 days after receipt of the relevant invoice.
5.4 The Customer shall pay 5 % p.a. interest on delayed payments.
6. Intellectual property rights
6.1 All worldwide property rights and intellectual property rights in and to any works and results that are created by the Supplier in connection with the Services shall be the exclusive property of the Customer subject to full payment of all one-off services as defined in the respective SOW. If and to the extent such rights do not already vest in the Customer, the Supplier agrees, upon full payment of all one-off services, to assign, and hereby assigns all such existing rights to Customer, subject to Section 6.4.
6.2 The Customer has the right to use any works and results that are created by the Supplier in connection with the Services such as works that are similar to and inspired by the works and results created by the Supplier, subject to full payment of all one-off services as defined in the respective SOW.
6.3 If the Customer terminates the contract before all payments for one-off services have been made and thus does not acquire the rights under Section 6.1 and Section 6.2 the Customer may purchase the IP-Rights under Section 6.1 and the right to use the work products under Section 6.2 for an additional [CHF 1,500] to the payment(s) already made.
6.4 All rights and titles to Marqea Framework and/or Marqea Documentation provided by the Supplier in connection with the Services and the intellectual property rights contained therein shall remain with the Supplier (including, but not limited to all related documentation, patents, copyrights, trademarks, design rights, know-how, techniques, processes, methods, etc.). For the avoidance of doubt, modifications to Marqea Framework and/or Marqea Documentation are not works, results within the meaning of Section 6.1.
7. Limitation of Liability
7.1 The Supplier’s total aggregate liability for direct damages under the terms of this Agreement shall be limited, to the maximum extent permitted by the applicable laws, to the fees actually paid for Services of the relevant SOW through which the cause of liability arose.
7.2 The Supplier shall not be held liable for any indirect, exemplary, special or consequential damages (including but not limited to lost profit, revenue, business, value, customers, opportunities, anticipated savings, goodwill, reputation, use or data). The Supplier shall not be responsible for any damages arising in connection with the client’s inability to use the Services.
7.3 These limitations apply collectively to the Supplier, its affiliates, contractors, suppliers, and sub-processors. The limitation of liability shall not apply to cases of intent or gross negligence.
8. Force Majeure
8.1 In the event the Supplier is rendered unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond the control of the Supplier, including but not limited to decrees or restraints by government authorities, Act of God, major strikes, fire, war, riot, defective deliveries or lack of deliveries from suppliers or sub-suppliers caused by any of the circumstances mentioned above, and any other cause of such nature, then the performance of the obligation hereunder of the Supplier shall be excused during the continuance of the inability so caused, but such inability shall as far as possible be remedied with all reasonable dispatch.
8.2 If the cause or causes which prohibit Supplier from performing its obligations under this Agreement last for more than three (3) months, then either Party may terminate this Agreement by giving notice of termination to the other Party. In such circumstances, neither Party shall be entitled to special, incidental and/or consequential damages or damages for loss of profits due to the termination.
9. Term and Termination
9.1 Term of SOWs (Recurring Services):
Each SOW shall enter into force on the date of signature of the corresponding quote (or the start date mentioned therein) and shall have a minimum commitment of either six (6) months or twelve (12) months, as agreed in the quote (“Initial Term”).
9.2 Monthly Adjustments / Cancellations:
During the Initial Term, the Customer may reduce, increase, or cancel Services by providing one (1) full calendar month’s written notice (email sufficient). Any such adjustment or cancellation shall take effect at the end of the following calendar month after notice is given.
9.3 Renewal:
At the end of the Initial Term, the SOW shall automatically renew on a month-to-month basis unless terminated by either Party with one (1) month’s written notice.
9.4 One-Time Services:
For project-based or one-time Services, the SOW shall remain in effect until delivery of the project. Such SOWs may not be terminated until delivery unless agreed otherwise in writing.
9.5 Termination for Cause:
Both this Master Agreement and any SOW may be terminated immediately for important reasons, including (i) material breach of essential contractual duties or (ii) insolvency of the other Party.
10. Governing Law and Jurisdiction
10.1 This Agreement shall in all respects exclusively be governed by, and construed and interpreted in accordance with, the laws of Switzerland, without giving regard to any conflict of law rules. The applicability of the UN Convention on the International Sale of Goods (Vienna Convention) is expressly excluded.
10.2 All claims (whether contractual, in tort, based on intellectual property rights, unjust enrichment or other basis for claims for the surrender of profits) arising out of, or in relation to, this Agreement shall be submitted to the exclusive jurisdiction of the Courts in Zurich, Switzerland. This does not hinder each Party, however, to request provisional measures before the Courts at the seat of the defendant.
11. Miscellaneous
11.1 Both parties undertake to treat all information received within the business relationship as confidential and not to pass it on to third parties, unless this is necessary to fulfill the objectives of the Agreement or is required by law. Confidentiality must also be maintained after termination of the Agreement.
11.2 Each Party undertakes to process information on identifiable natural persons and legal entities received from, or on behalf of, the other Party in accordance with applicable data protection laws and indemnifies the other Party in the case of data protection violations.
11.3 Should provisions of this Agreement 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 closest to the economic purpose of the invalid provision.
11.4 The Customer agrees that, during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, it will not, directly or indirectly, solicit, hire, or engage any employee, contractor, creator, or representative of the Supplier, including but not limited to CMOs, who were involved in the provision of Services under this Agreement, to perform services similar to or in competition with the Services provided by the Supplier. In the event of a breach of this clause, the Customer acknowledges that the Supplier shall be entitled to seek injunctive relief to prevent further breaches, as well as any other remedies available at law or in equity.