1. Provider and Scope of Application
1.1 These General Terms and Conditions, hereinafter referred to as the “GTC”, apply to all quotations, orders, projects and contractual relationships between Viral Impact GmbH, Münchensteinerstrasse 274, 4053 Basel, Switzerland, hereinafter referred to as “Viral Impact”, and its clients, hereinafter referred to as the “Client”.
1.2 These GTC apply in particular to services in the following areas:
a. social media consulting and social media strategy; b. social media management and account management; c. content planning and editorial planning; d. video, photography, audio and content production; e. post-production, animation and graphic design; f. artificial intelligence and AI-generated content; g. influencer, creator and brand collaborations; h. community management; i. paid social media and advertising campaigns; j. workshops, training and coaching; k. concept development, creative development and campaign planning; l. all related services.
1.3 These GTC are primarily intended for contracts with companies, legal entities, public-law organisations and self-employed persons. In contracts with consumers, mandatory statutory consumer protection provisions remain reserved.
1.4 Any conflicting or supplementary terms and conditions of the Client shall apply only if Viral Impact has expressly agreed to their application in text form.
1.5 These GTC shall also apply to future orders placed by the Client unless otherwise expressly agreed.
2. Contractual Documents and Order of Precedence
2.1 The contract consists of the following documents in the following order of precedence:
a. an individually signed agreement or order confirmation; b. the quotation or proposal issued by Viral Impact; c. any data processing agreement; d. an approved concept, briefing or specifications document; e. these GTC.
2.2 In the event of any conflict, the document with the higher order of precedence shall prevail.
2.3 Information provided on the website, in presentations, portfolios, media kits, social media posts or promotional materials is for general information purposes only and does not constitute a binding warranty or representation.
2.4 Text form includes, in particular, email, electronically signed documents, project management systems, messenger messages and comparable forms of communication, provided that the sender and content can be reliably identified.
3. Conclusion of the Contract
3.1 Quotations issued by Viral Impact shall remain binding for the period stated therein. If no validity period is stated, the quotation shall remain valid for 30 days from the date of issue.
3.2 A contract may be concluded in particular by:
a. signing or confirming a quotation in writing; b. confirmation by email or through a project management system; c. payment of a deposit or invoice; d. issuing verbal or written instructions to commence work; e. using or accepting the agreed services.
3.3 Viral Impact may make the start of the project conditional upon payment of a deposit, full provision of the required materials, provision of access credentials or receipt of a binding approval.
3.4 The Client shall appoint a contact person authorised to make decisions and provide approvals. Communications, approvals and instructions issued by this person shall be binding on the Client.
3.5 The Client's internal coordination, approval or procurement processes shall not affect the binding nature of the contract or the agreed payment deadlines.
4. Scope of Services
4.1 The services owed by Viral Impact shall be determined exclusively by the relevant quotation or individual agreement.
4.2 Services, deadlines, formats, platforms, production resources, publication quantities, revision rounds or usage rights that have not been expressly agreed are not included.
4.3 Within the scope of the approved concept, Viral Impact shall determine the professional, technical, creative and organisational methods used to perform the services.
4.4 Viral Impact may engage employees, freelancers, creators, production partners, studios, technical service providers, AI providers and other subcontractors.
4.5 Viral Impact shall provide its services professionally but does not guarantee any particular commercial, media-related or communication result. In particular, Viral Impact does not guarantee any specific reach, views, interactions, follower growth, sales, applications, leads, media coverage, search engine rankings or revenue.
4.6 Forecasts, target values, estimates and strategic recommendations are based on the information available at the relevant time and do not constitute a guarantee of success.
5. Client Cooperation Obligations
5.1 The Client shall provide Viral Impact with all information, materials, access credentials, contact persons, products and approvals required for performance of the services in a timely and complete manner.
5.2 The Client is responsible in particular for:
a. the factual accuracy of the information provided; b. the legality of the products and services being promoted; c. the accuracy of prices, offers, product claims and advertising statements; d. obtaining all necessary permits, consents and approvals; e. securing the necessary rights to all images, videos, logos, trademarks, music, texts and other materials supplied; f. obtaining the consent of any persons depicted or represented; g. compliance with industry-specific advertising, disclosure and labelling obligations; h. reviewing and approving content intended for publication.
5.3 The Client warrants that all materials and instructions supplied by it may be used for the agreed purpose without infringing third-party rights, statutory provisions, regulatory orders or contractual obligations.
5.4 Before the project begins, the Client shall inform Viral Impact of any regulatory requirements, internal policies, embargoes, confidentiality obligations, brand guidelines, medical or health-related advertising restrictions and any other specific limitations.
5.5 Viral Impact may rely on the completeness and accuracy of the Client's information and approvals and is not required to conduct any legal, medical, technical or scientific verification.
5.6 The Client shall indemnify and hold Viral Impact harmless against justified third-party claims arising from materials, information, products, instructions, approvals or infringements attributable to the Client. This indemnity includes reasonable legal defence, court and advisory costs.
6. Deadlines and Project Process
6.1 Deadlines and production schedules are generally indicative planning dates. They shall only be binding if expressly designated as binding.
6.2 Delivery and performance periods shall only commence once:
a. the contract has been concluded; b. agreed deposits have been paid; c. all required materials and access credentials have been provided; d. outstanding questions have been answered and necessary approvals have been granted.
6.3 Delays caused by the Client, its employees, commissioned third parties, missing materials, late approvals or subsequent changes shall extend all deadlines by at least the duration of the delay. Viral Impact may reschedule the project according to its available production capacity.
6.4 If the Client fails to respond to a necessary request for more than five working days, Viral Impact may pause and reschedule the project. Any resulting additional work shall be charged separately.
6.5 If a delay attributable to the Client lasts longer than 20 working days, Viral Impact may:
a. invoice all services already performed; b. treat reserved capacities as used; c. prepare a revised project schedule; d. terminate the order for good cause; e. apply the cancellation provisions of these GTC.
6.6 A deliverable shall be deemed provided once it has been sent electronically to the Client, uploaded to a platform or made available for download.
7. Changes and Additional Services
7.1 Changes to the agreed briefing, concept, script, storyboard, production scope or service scope shall be treated as additional services.
7.2 Viral Impact may issue a separate quotation for additional services or charge the additional work according to its current hourly or daily rates.
7.3 Additional services include in particular:
a. additional versions or formats; b. additional filming or production days; c. changes to previously approved content; d. a new or materially revised briefing; e. additional platform versions; f. subsequent changes to music, voice-over talent, style, characters, performers or concept; g. repeat productions resulting from changed Client requirements; h. additional meetings and coordination; i. expedited work or services performed outside normal working hours.
7.4 If requested changes materially deviate from the original order, Viral Impact may reject the changes or require a new quotation.
8. Revision Rounds and Approvals
8.1 The number of included revision rounds shall be specified in the quotation. If no number is specified, one consolidated revision round per expressly agreed approval stage shall be included.
8.2 The Client shall submit requested changes in a consolidated, clear form through the authorised contact person.
8.3 Changes submitted subsequently, conflicting instructions or requests submitted separately by different departments may be charged as additional revision rounds.
8.4 Concepts, scripts, storyboards, voice-over texts, previews and other interim work shall be deemed approved unless the Client raises specific and substantiated objections in text form within five working days of delivery.
8.5 The final product shall be deemed accepted if:
a. the Client expressly approves it; b. the Client publishes or otherwise uses it; c. no specific objection is received within seven working days.
8.6 Any objection must precisely identify the alleged defect. General statements such as “we do not like it”, “we imagined it differently” or “please make it more creative” do not constitute a defect.
8.7 Artistic, stylistic or strategic differences of opinion within the approved concept shall not constitute a defect.
8.8 Changes requested after approval or acceptance shall be treated as a new order and charged separately.
9. Prices and Additional Costs
9.1 All prices are stated in Swiss francs and are exclusive of statutory value added tax unless expressly stated otherwise.
9.2 Additional costs not included in the quotation shall be charged separately. These include in particular:
a. travel, transportation, parking, meals and accommodation; b. studio, location and permit costs; c. fees for performers, voice-over artists, models and creators; d. music, stock content, font and software licences; e. props, specialist equipment and rented materials; f. shipping and courier costs; g. media and advertising budgets; h. fees charged by platforms and third-party providers.
9.3 Cost estimates are non-binding unless expressly identified as a fixed price. An overrun of up to 10 percent shall be permitted without additional approval where necessary to perform the agreed services.
9.4 Third-party providers may change their prices, fees or terms of use at any time. Any resulting additional costs shall be borne by the Client.
9.5 Time-based services shall be invoiced according to the hourly or daily rates stated in the quotation or applicable at the time the services are performed.
10. Invoicing and Payment
10.1 Unless otherwise stated in the quotation, individual projects shall be invoiced with 50 percent due upon placing the order and 50 percent due before delivery of the final files.
10.2 Recurring services and retainers shall be invoiced monthly in advance.
10.3 Invoices are payable within ten calendar days of the invoice date without deduction unless a different deadline is stated on the invoice.
10.4 The Client shall automatically be in default upon expiry of the payment deadline without any further reminder being required.
10.5 In the event of late payment, the Client shall owe:
a. default interest of 5 percent per year; b. an administrative fee of CHF 30 for each reminder; c. all reasonable debt collection and legal enforcement costs.
10.6 In the event of late payment, Viral Impact may suspend all ongoing services, publications, access rights and deliveries without incurring liability.
10.7 In the event of late payment, agreed deadlines shall be postponed according to Viral Impact's subsequently available production capacity.
10.8 Usage rights shall only transfer to the Client once all outstanding amounts relating to the relevant order have been paid in full.
10.9 The Client may not withhold payment due to minor objections.
10.10 Set-off against counterclaims shall only be permitted if the counterclaim has been acknowledged by Viral Impact or established by a final and binding judgment.
11. Recurring Services and Retainers
11.1 The contractual term shall be specified in the quotation.
11.2 Ordinary termination shall be excluded during an agreed minimum term.
11.3 Unless otherwise agreed, the contract shall continue for an indefinite period after expiry of the minimum term and may be terminated by giving three months' notice to the end of a calendar month.
11.4 If no minimum term has been agreed, the contract shall be considered indefinite and may be terminated by giving three months' notice to the end of a calendar month.
11.5 Monthly production capacities, posts, filming days, meetings, consulting hours and other agreed quotas are reserved for the relevant month.
11.6 Services not used or unable to be performed due to a lack of cooperation by the Client shall expire at the end of the month and shall not be transferred to future months or refunded.
11.7 Postponements are only possible subject to Viral Impact's available capacity.
11.8 Additional services shall be charged separately.
11.9 Viral Impact may adjust prices for indefinite contracts or for periods following expiry of a minimum term by giving 60 days' notice.
12. Cancellation of Individual Projects
12.1 Cancellations must be made in text form.
12.2 If a project is cancelled before the agreed project or production start date, the following lump-sum compensation shall apply:
a. more than 30 calendar days before the start date: 20 percent of the total price; b. 15 to 30 calendar days before the start date: 35 percent of the total price; c. 7 to 14 calendar days before the start date: 60 percent of the total price; d. fewer than 7 calendar days before the start date: 80 percent of the total price.
12.3 In addition, all services already performed and all non-cancellable third-party and additional costs shall remain payable to the extent that they are not already covered by the lump-sum compensation.
12.4 If a project is cancelled after concept development, pre-production or other performance has begun, the entire agreed project price shall generally remain payable. Demonstrably saved external expenses shall be deducted.
12.5 The Client may prove that Viral Impact suffered no loss or a substantially lower loss. Viral Impact reserves the right to prove a higher loss.
12.6 Deposits already paid shall be credited against the cancellation compensation owed and shall generally not be refunded.
13. Postponement of Productions and Appointments
13.1 A one-time postponement may be made without a postponement fee if requested at least 14 calendar days before the appointment and if Viral Impact can offer a suitable replacement date.
13.2 If an appointment is postponed fewer than 14 calendar days in advance, Viral Impact may charge, in addition to costs already incurred, a postponement fee of up to 25 percent of the fee attributable to that appointment.
13.3 A postponement requested fewer than 48 hours before the appointment may be treated as a cancellation.
13.4 The Client has no entitlement to a specific replacement date.
13.5 Costs charged by locations, performers, creators, technical service providers, travel providers or other third parties shall be invoiced according to their respective cancellation policies.
14. Photography, Video and Audio Productions
14.1 The Client shall ensure timely access to the agreed premises, persons, products, vehicles and other production items.
14.2 Unless otherwise agreed, the Client is responsible for:
a. filming and access permits; b. consents from employees, clients, guests and other persons depicted; c. permissions relating to trademarks, buildings, artworks and private property; d. the safety and operational readiness of products and equipment supplied; e. compliance with internal safety and operational regulations.
14.3 Delays on the production day caused by the Client or its environment shall count as additional production time.
14.4 If a production must be cancelled or stopped because persons, products, permits, access rights or safety requirements are missing, the agreed production day shall be deemed fully performed.
14.5 Weather, noise, lighting conditions, public traffic and other environmental factors may affect the production result and shall not constitute a defect where Viral Impact has acted professionally.
14.6 Viral Impact may stop or postpone a production for safety, legal, weather-related or quality-related reasons.
15. Social Media Management
15.1 Social media accounts shall remain the property and responsibility of the Client.
15.2 The Client shall provide the necessary access rights through the business and role management systems provided by the relevant platform.
15.3 The Client remains responsible for:
a. compliance with the platform's terms and conditions; b. the security of its accounts and devices; c. two-factor authentication and account recovery access; d. legally required provider information and privacy notices; e. customer enquiries and contractual obligations towards users; f. the legality of its products, offers and business activities.
15.4 Community management, moderation, crisis communication, responding to messages or weekend support are only included if expressly agreed.
15.5 Viral Impact may suspend, edit or remove publications where there are reasonable legal, security-related, reputational or platform-related risks.
15.6 Viral Impact shall not be liable for:
a. changes to algorithms or platform features; b. loss of reach; c. account suspensions or content removals by platforms; d. platform outages; e. unauthorised access or hacking not caused by Viral Impact; f. changes to terms of use; g. loss of usernames, verification status or platform features; h. incorrect or subsequently amended platform statistics.
15.7 Analytics and reports are based on data provided by the relevant platform. Viral Impact does not warrant the completeness or accuracy of such data.
16. Paid Social Media and Advertising Campaigns
16.1 Advertising budgets, platform fees and other media costs are not included in Viral Impact's service fees unless otherwise agreed.
16.2 The Client shall provide advertising budgets in advance or register its own valid payment method with the relevant platform.
16.3 Viral Impact does not guarantee specific costs per click, costs per lead, conversion rates, sales, applications or other campaign results.
16.4 The Client is responsible for:
a. the legality of the promoted products and services; b. advertising claims, prices and promotional conditions; c. landing pages, contact forms and ordering processes; d. required cookie and tracking consents; e. privacy notices; f. the proper processing of incoming leads.
16.5 Advertising budgets spent or blocked by platforms shall not be reimbursed by Viral Impact unless Viral Impact caused the blocking or incorrect charge intentionally or through gross negligence.
17. Influencer, Creator and Brand Collaborations
17.1 The nature, scope, platform, publication period and usage rights of a creator or influencer collaboration shall be determined by the quotation.
17.2 Publication dates are indicative planning dates and may be postponed for editorial, health, technical, platform-related or event-related reasons.
17.3 Viral Impact may label content as advertising, sponsored content, a partnership or a paid collaboration where required by law, industry standards or platform rules.
17.4 Specific reach, interactions, sales or other results are not guaranteed.
17.5 Unless otherwise agreed, a published creator post shall remain online for at least twelve months. After this period, there shall be no entitlement to continued availability.
17.6 Earlier removal shall be permitted where:
a. the platform removes the content; b. legal or regulatory reasons require removal; c. the content creates a significant reputational or security risk; d. the account is suspended, deleted or materially changed; e. third-party rights require removal.
17.7 Paid promotion, whitelisting, Spark Ads, dark posts, media use, sublicensing, exclusivity and non-compete obligations are only included if expressly agreed.
17.8 The Client is responsible for the safety, marketability and accuracy of products supplied and for all associated product and advertising claims.
18. Use of Artificial Intelligence
18.1 Viral Impact may use AI-assisted tools for concept development, text, images, video, audio, animation, translation, research, editing and production.
18.2 Despite careful processing, AI-generated or AI-assisted results may in particular:
a. contain technical or visual artefacts; b. differ from a reference or template; c. vary randomly between individual generations; d. display similarities to existing content or persons; e. contain factually incorrect or incomplete elements; f. not be eligible, or only partly eligible, for copyright, trademark or design protection.
18.3 Viral Impact does not guarantee that AI-generated results are unique, exclusive, registrable or entirely free from similarities to independently created content.
18.4 Before publication, the Client shall review and approve AI-generated content, particularly regarding facts, persons, products, trademarks, prices, claims and legal compliance.
18.5 If the Client provides images, voices, videos, names or other personal references, the Client warrants that all necessary consents for the agreed AI use have been obtained.
18.6 Viral Impact may refuse to produce deceptive identity simulations, unlawful deepfakes or other prohibited content.
18.7 Viral Impact may use external AI, cloud and software providers. Their availability, technical characteristics and terms of use may change at any time.
18.8 Any specific restrictions requested by the Client concerning particular AI providers, data storage, confidentiality or data locations must be expressly agreed before conclusion of the contract. Any resulting additional work shall be charged separately.
18.9 Viral Impact's prompts, workflows, model settings, technical methods, training methods and production processes are not included in the agreed deliverables.
19. Copyright and Usage Rights
19.1 All copyright, related rights, design rights, trademark rights and other intellectual property rights shall remain with Viral Impact or the relevant rights holders unless expressly transferred.
19.2 The Client shall only receive usage rights once all outstanding amounts relating to the relevant order have been paid in full.
19.3 The scope, duration, territory, media and purpose of the usage rights shall primarily be determined by the quotation.
19.4 If no express provision has been agreed, the Client shall receive a non-exclusive, perpetual and worldwide right to use the final approved and fully paid deliverables for:
a. the Client's own website; b. the Client's own organic social media channels; c. internal presentations and communications; d. the Client's own newsletters; e. the Client's own public relations and media relations activities.
19.5 Unless expressly agreed, the following are not included:
a. paid advertising and media campaigns; b. television, cinema and out-of-home advertising; c. resale or licensing to third parties; d. use by affiliated companies or distribution partners; e. merchandising; f. use on products or packaging; g. use for developing or training AI systems; h. reuse of figures, characters, voices or avatars outside the agreed project; i. material editing, alteration or distortion.
19.6 Technically necessary format changes, compression and resizing are permitted, provided that the content and meaning are not distorted and no third-party rights prevent such use.
19.7 Rejected drafts, concepts, ideas, storyboards, texts, formats and design options shall remain entirely with Viral Impact.
19.8 Raw footage, editable project files, editing projects, source files, layered files, prompts and production files are not included unless expressly agreed.
19.9 Rights relating to music, stock materials, fonts, software, performers or other third-party services shall apply only within the scope of the licence obtained. Any temporal, territorial or media-related restrictions under such licences remain reserved.
19.10 The Client may not remove copyright notices, watermarks or technical protection measures without authorisation.
20. References and Self-Promotion
20.1 Following the first public release of a project, Viral Impact may:
a. name the Client and display its logo as a reference; b. display published deliverables in its portfolio, on its website, on social media, in presentations and in competitions; c. use publicly available project results for self-promotion and business development.
20.2 Unpublished content, content marked as confidential or content subject to an embargo shall not be published prematurely.
20.3 If the Client wishes to exclude all reference use, this must be expressly agreed in text form before the project begins.
21. Confidentiality
21.1 Both parties shall keep confidential all non-public commercial, technical and organisational information belonging to the other party.
21.2 Information shall not be considered confidential if it:
a. is publicly known or becomes publicly known without a breach of contract; b. was already lawfully known to the receiving party; c. is lawfully disclosed by an authorised third party; d. was independently developed; e. must be disclosed due to a statutory or regulatory obligation.
21.3 Viral Impact may disclose confidential information to employees, freelancers and service providers where necessary for performance of the contract and provided that they are subject to appropriate confidentiality obligations.
21.4 The confidentiality obligation shall apply during the contractual term and for three years thereafter. Trade secrets shall remain protected for as long as they qualify as such under applicable law.
21.5 A separate confidentiality agreement shall take precedence over these provisions.
22. Data Protection
22.1 Both parties shall process personal data in accordance with the applicable data protection laws.
22.2 Where Viral Impact processes personal data on behalf of the Client, the parties may enter into a separate data processing agreement.
22.3 Viral Impact may use cloud, hosting, communication, analytics, AI and other software providers to perform the contract.
22.4 Data may be processed by subprocessors or in countries outside Switzerland. Viral Impact shall implement the organisational and contractual safeguards required under applicable law.
22.5 The Client shall only provide Viral Impact with personal data whose processing is necessary for the order and legally permitted.
22.6 Sensitive personal data, information subject to professional secrecy or strictly confidential data may only be transferred following prior express coordination.
22.7 Unless otherwise agreed, the Client remains responsible for its own privacy notices, consents, information obligations, tracking systems, contact forms, newsletters and customer data.
22.8 Further information regarding Viral Impact's processing of personal data is set out in its current privacy policy.
23. Storage and Data Backup
23.1 The Client shall download delivered files promptly and store them permanently.
23.2 Viral Impact is not obliged to retain completed projects, raw material or project files permanently.
23.3 Viral Impact may voluntarily retain raw material and project files for up to twelve months after project completion. This does not create any entitlement to permanent availability or recovery.
23.4 After expiry of this period, data may be deleted without further notice.
23.5 Longer-term archiving or restoration of archived files may be agreed for an additional fee.
23.6 Delivery of raw material or editable project files requires an express written agreement and full payment.
24. Warranty and Defects
24.1 Viral Impact shall perform the agreed services with the level of care customary in the industry.
24.2 Compliance with the contract shall be assessed based on the quotation, the approved briefing and the approved interim work.
24.3 Obvious defects must be reported specifically in text form within seven working days of delivery. Otherwise, the service shall be deemed approved.
24.4 In the event of a justified defect, Viral Impact shall first be given a reasonable opportunity to remedy the defect.
24.5 Only if repeated attempts to remedy the defect fail or are unreasonable shall the Client be entitled to any mandatory statutory remedies.
24.6 The following shall not constitute defects:
a. subjective differences in taste; b. minor deviations from the concept; c. platform-related compression; d. display differences between devices; e. changes made by social media platforms; f. errors caused by the Client; g. errors in Client data or Client materials; h. typical characteristics of AI-generated content; i. changes in the Client's expectations after approval.
24.7 To the extent permitted by law, warranty claims shall become time-barred twelve months after delivery of the relevant service.
25. Liability
25.1 Viral Impact shall have unlimited liability for damage caused intentionally or through gross negligence to the extent that such liability cannot be limited by law.
25.2 To the extent permitted by law, liability for ordinary negligence is excluded.
25.3 Where liability for ordinary negligence is mandatory, liability shall be limited to the foreseeable direct loss and to a maximum amount equal to the net fee for the specific order concerned. For ongoing contracts, liability shall be limited to the net fees paid for the affected service during the preceding twelve months.
25.4 To the extent permitted by law, liability is excluded for:
a. indirect loss and consequential loss; b. loss of profit or revenue; c. loss of business opportunities; d. reputational or image damage; e. loss of data, followers or platform access; f. production or operational interruptions; g. claims made by the Client's customers or business partners; h. changes, failures or decisions made by platforms or third-party providers.
25.5 Viral Impact shall not be liable for services, systems, content or decisions of independent third parties, platforms or service providers selected by the Client.
25.6 In the event of data loss, any liability shall be limited to the effort that would have been required to restore the data if proper backups had been maintained.
25.7 The Client shall take all reasonable measures to prevent and mitigate loss.
25.8 Mandatory statutory liability provisions, particularly relating to personal injury, remain reserved.
26. Force Majeure
26.1 Force majeure includes events outside Viral Impact's reasonable control, including in particular:
a. natural events and extreme weather conditions; b. epidemics and pandemics; c. war, terrorism, civil unrest and strikes; d. governmental measures and travel restrictions; e. illness or accident affecting key project personnel or creators; f. power, internet, hosting or platform outages; g. cyberattacks; h. failures of production equipment or supply chains; i. short-notice cancellations by essential third parties; j. significant changes to or outages of AI and software services.
26.2 The affected obligations shall be suspended for the duration of the event. Deadlines shall be extended by the duration of the disruption and a reasonable restart period.
26.3 Viral Impact shall not be liable for delays or losses resulting from such events.
26.4 If the event continues for more than 60 days, either party may terminate the unperformed part of the affected order.
26.5 Services already performed and binding third-party or production costs shall remain payable. Any additional advance payments shall, at Viral Impact's discretion, be refunded or credited towards a replacement date.
27. Suspension and Termination for Good Cause
27.1 Viral Impact may suspend services with immediate effect if:
a. the Client fails to make payments when due; b. the Client fails to fulfil necessary cooperation obligations; c. there are legal, security or reputational risks; d. the Client issues unlawful or unethical instructions; e. necessary access rights or approvals are missing; f. continuation of the services is unreasonable for Viral Impact.
27.2 Either party may terminate the contract for good cause.
27.3 Where a breach can be remedied, a reasonable cure period of at least five working days shall generally be granted.
27.4 Immediate termination without a cure period shall be permitted in particular in the event of:
a. a serious legal violation; b. deception or improper influence; c. a significant reputational or security risk; d. insolvency, inability to pay or debt enforcement proceedings against the Client; e. repeated late payment; f. insulting, discriminatory or threatening conduct towards Viral Impact's employees or partners.
27.5 If termination is attributable to the Client, the cancellation and payment provisions of these GTC shall apply.
27.6 Services performed, capacities reserved and obligations entered into up to the termination date shall be invoiced in full.
28. Non-Solicitation and Non-Circumvention
28.1 During the contractual term and for twelve months thereafter, the Client shall not directly or indirectly engage or solicit employees, freelancers, creators, performers or production partners introduced or engaged by Viral Impact for comparable services without Viral Impact's prior consent.
28.2 This provision shall not apply where a demonstrable direct business relationship already existed between the Client and the relevant person before the collaboration with Viral Impact.
28.3 In the event of a breach, the Client shall pay a contractual penalty equal to 20 percent of the estimated net order value of a twelve-month direct engagement, subject to a minimum of CHF 5,000.
28.4 Payment of the contractual penalty shall not release the Client from continued compliance with this obligation. Viral Impact reserves the right to claim any additional proven loss.
28.5 Any judicial reduction of an excessive contractual penalty remains reserved.
29. Notices and Electronic Communication
29.1 Contract-related notices may be sent electronically to the most recently provided contact addresses.
29.2 The Client shall notify Viral Impact immediately of any changes to its contact, billing or company information.
29.3 Electronic messages shall be deemed received once they are normally accessible in the ordinary course of business, provided that no delivery failure notification is received.
29.4 Viral Impact shall not be liable for delays caused by incorrect contact details, spam filters or the Client's IT systems.
30. Assignment and Subcontractors
30.1 Viral Impact may assign rights and obligations under the contract to a third party in connection with a corporate succession, restructuring or transfer of a business division.
30.2 Viral Impact may engage subcontractors to perform the contract.
30.3 The Client may only assign rights and obligations under the contract with Viral Impact's prior consent.
31. Amendments to These GTC
31.1 The version of these GTC current at the time of conclusion of the contract shall apply to new orders.
31.2 Viral Impact may amend these GTC for ongoing indefinite contractual relationships for objective reasons, particularly due to changes in law, new services, technical developments or changes to platform conditions.
31.3 Amendments shall be communicated to the Client at least 30 days before they take effect.
31.4 If an amendment materially disadvantages the Client, the Client may terminate the affected indefinite contract with effect from the date on which the amendment enters into force.
31.5 If the Client does not terminate the contract and continues to use the services, the amendment shall be deemed accepted to the extent permitted by law.
32. Final Provisions
32.1 Amendments and additions to individual agreements must be made in text form.
32.2 A failure to enforce an individual right shall not constitute a permanent waiver of that or any other right.
32.3 If any provision of these GTC is or becomes wholly or partly invalid or unenforceable, the remaining provisions shall remain valid.
32.4 The invalid provision shall be replaced by a valid provision that comes as close as possible to its intended commercial purpose. The same shall apply to any contractual omission.
32.5 The contract shall be governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
32.6 To the extent permitted by law, the exclusive place of jurisdiction for all disputes shall be Basel-Stadt, Switzerland.
32.7 Mandatory places of jurisdiction, particularly in relation to consumer contracts, remain reserved.
32.8 Before commencing court proceedings, the parties shall endeavour to reach an amicable settlement. This shall not be a prerequisite for debt enforcement, interim relief or court proceedings.
32.9 In the event of any inconsistency between the German version and a translation, the German version shall prevail.