Terms and Conditions

INTRODUCTION

(A) The Terms and Conditions contained in this agreement (together Terms, Terms and Conditions) govern (i) your (the User, you) access to and use of the websites defined in Sections 2.2, 2.3 and 2.4 below as well as any other media form, media channel, software, application, mobile website or mobile application related, linked, or otherwise connected thereto operated by Digital Principales (collectively the Websites and each a Website) as well as your use of the services defined in Section 2 below (the Service(s)).

(B) By accessing the Website or using the Service, you are agreeing to the Terms and Conditions. It is important that you understand and agree to them, as they form a binding agreement between you and us.

(C) Therefore, please read these Terms and Conditions carefully and make sure that you understand them before using the Website and or the Services.

1. DEFINITIONS

1.1 Capitalized terms shall have the meaning given to them in the section of the Terms and Conditions where they are defined (you can find these definitions by looking at the sentence where the defined term is highlighted bold, within brackets and quotation marks).

1.2 When we refer to "we", "us", "our" or "Digital Principles", we mean Digital Principles GmbH. We are a company established and existing under the laws of Switzerland with company registration number CHE-194.691.274. Our registered office and principal place of business is in 8152 Opfikon, Switzerland.

1.3 When we refer to "you" or "your" we mean you, the person accessing or using the Website and/or the Services.

2. SERVICES OFFERED

2.1 The Services consist of, as the case may be, (i) consulting services such as training and further education in various professional areas, including technical, creative and other specialized training (Consulting, as further defined in Section 2.2), (ii) temporary assignment of management tasks, in particular to support work peaks, for example in projects (Ad Interim Management, as further defined in Section 2.3) as well as (iii) IT services in terms of the provision of software licenses and access as a service (SaaS-Application, as further defined in Section 2.4). The provisions of these Terms and Conditions apply to all of these Services provided that Section 3 applies to Consulting and Ad Interim Management Services only and Section 4 applies to SaaS-Application Services only.

2.2 Consulting (www.digital-principles.com): We offer services such as digital transformation, IT security consulting, IT strategy consulting, IT program and project management and AI strategy consulting through a combination of industry-leading AI solutions with personalized strategies to meet specific needs.

2.3 Ad Interim Management (www.ronischuetz.com): Should you need someone as an ad interim manager (e.g. CIO, CDO and/or CTO), we – having access to experienced IT managers and IT consultants – may help you out to achieve your technological and organizational goals.

2.4 SaaS-Application (www.scopy.me): SCOPY.ME is designed to transform how you and your team collaborate and execute projects, offering strategic tools (including SWOT Analysis, PESTEL Analysis, and the BCG Matrix) to streamline workflows and enhance communication.

2.5 For more information about the different types of Services, please visit the websites mentioned above which contain the most current and most accurate description of our Services offered.

3. USING THE CONSULTING AND AD INTERIM MANAGEMENT SERVICES

For using the Consulting and Ad Interim Management Services the following shall apply in particular. All the other conditions of these Terms and Conditions shall apply to such Services as well apart from those specified in Section 4 which are meant to apply to the SaaS-Application Services only.

3.1 Independent Contractors: It is expressly agreed that you and we shall be independent contractors and that the relationship between the you and us shall not constitute a partnership, joint venture or agency. Neither you nor we shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding upon the other party, without the express prior written consent of the other party to do so.

3.2 Neither us nor any of our shareholders, partners or managers shall become nor deemed to be or to become an employee of you. We as a company (and not our shareholders, partners or managers) shall be acting as an independent contractor hereunder.

3.3 Servies and Our Duties: The Services to be provided by us shall be pursuant to the type and extent of your demand.

3.4 You and we may from time to time designate and agree upon specified tasks and projects for which we are engaged to provide Services and the respective budget, timelines, deliverables therefore in separate work orders which may be provided either orally or in writing (Work Order(s)).

3.5 We will use our best efforts to perform and complete the work assigned by you within the time limits provided by you and according to the highest industry standards.

3.6 We shall report on and document all Services rendered, and activities performed under the agreement between the User and Digital Principles and time spent thereon by maintaining detailed data and time sheets in a written format appropriate for inspection by you at any time.

3.7 Your Duties: You shall provide us with all information and documents required for the provision of the Services according to this Section 3.

3.8 Consideration, Fee and Invoicing: In consideration of the Services rendered by us according to this Section 3, you shall pay to us the fee agreed upon separately within thirty (30) days after receipt of the invoice (Fee). The Fee includes ordinary expenses (such as telephone, internet, meals, and transport). The Fee does not include VAT.

3.9 We will invoice all services rendered on a time spent basis to you monthly in arrears within ten (10) days after the end of the respective calendar month together with a corresponding time sheet and report as described in Section 3.6.

3.10 Ownership: All results such as data and information generated, achieved or derived by us as a result of or in connection with services performed under the agreement between the User and Digital Principles, shall be and remain the exclusive property of User.

3.11 Term and Termination: The agreement between the User and Digital Principles shall be entered for an indefinite period and shall be valid until terminated in accordance with Section 3.12 below.

3.12 Either party may terminate this agreement between the User and Digital Principles at any time by giving written notice to the other party to this effect. The termination of this agreement shall not terminate or in any way reduce any rights or obligations of either party accrued prior to the effective date of such termination. We shall promptly deliver to you upon the termination of this agreement for whatsoever reason, any and all of your Proprietary Information according to Section 5 (including without limitation data and results achieved and gained according to Section 3.10 above).

4. USING THE SAAS-APPLICATION SERVICES

For using the SaaS-Application Services the following shall apply in particular. All the other conditions of these Terms and Conditions shall apply to such Services as well apart from those specified in Section 3 which are meant to apply to the Consulting and Ad Interim Management Services only.

4.1 General Conditions

4.1.1 Eligibility: You affirm that you are over the age of 18 and capable of forming legally binding contracts under applicable law. If you are accessing the Website or the Service from outside of Switzerland, you do so on your initiative and are responsible for compliance with local laws.

4.1.2 Registration: For our Services an initial sign-up and login is required. Any User must therefore provide personal information that is accurate and complete (for more information about how we process your personal information see our Privacy Policy). You may not use anyone else's information to sign up. Any User has to keep the account information up to date at any time. Furthermore, we would like to point out that keeping your credentials safe is your responsibility.

4.1.3 The User confirms that any stated data on respectively for the login/account is correct and that the submission of such to Digital Principals does not, at any time, conflict with the current legislation or infringe on third party rights.

4.1.4 The User must enter all data and necessary information truthfully when registering. The User expressly agrees that Digital Principles may verify the personal data and, if necessary, provide it to third parties, store it and make it available to third parties for the purpose of the Service. Digital Principles 's Privacy Policy applies to data collection, storage, forwarding and other processing.

4.1.5 Security: The login is personal and cannot be transferred to a third party. The logins are individual and cannot be shared with multiple individual users. Any User is responsible for maintaining the confidentiality and security of their login/account credentials and may not disclose their credentials to any third party. Any User is as well responsible and liable for activities conducted through their account and must immediately notify Digital Principles if it is suspected that the credentials have been lost, stolen, or the account is otherwise compromised. However, we cannot be held liable for unauthorized access to your account.

4.1.6 If and as permitted by applicable law, Digital Principles may, but has no obligation to (i) ask the User to provide identification or other information, (ii) undertake reviews designed to help verify the identity or background, (iii) screen the User against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or their local equivalents.

4.2 Communication

4.2.1 By creating a login/an account for the Website or Services, you will automatically be subscribed to receive our newsletters, marketing materials and updates. If you do not want to receive such communication, simply use the unsubscribe link in any email or contact us directly to opt out.

4.2.2 Please refer to our Privacy Policy for any further information on how we process your personal information.

4.3 Content Ownership & Responsibility

4.3.1 Your Content: You may feed the Services with text, images, or data (Input) and receive generated text, images, or data (Output, collectively the Content).

4.3.2 You own your Input in its entirety and we grant you all rights, title, and interest in the Output. Nonetheless, we hold the right to utilize the Content as necessary to support and enhance our Services, comply with legal obligations, and implement our policies. The responsibility for ensuring the Content meets all legal requirements and these Terms, rests solely with you. You are responsible for Content that you create on, through or using the Services, including its legality, reliability, and appropriateness, both before and after publishing.

4.3.3 Proper Use: You must make sure that the Content does not infringe on anyone's rights or break any laws.

4.3.4 Accuracy: While we strive to ensure that the Output generated by the Service is accurate and current, the responsibility to verify the actual accuracy and relevance of the Output before publication remains with you, the User. We provide content creation tools and generate Output using your Input, however, it is the User's duty to review, fact-check and confirm the accuracy of the Content generated. Accordingly, we cannot be held responsible for the Content's use or any reliance placed upon it. Users must use their judgment and carry out due diligence to ensure the Content meets their standards and requirements before any use or publication.

4.3.5 Responsibility: We make no guarantees regarding the effectiveness of the Content generated through our Service in achieving specific ranking outcomes on search engines or other platforms. The responsibility to ensure that Content meets your standards and is optimized for your goals remains entirely with you, the User. We do not assume responsibility for the performance, rankings or any other metrics related to the Content created by using our Service. Your use of our Service and any reliance on Content generated through the Service is at your own risk, and you are solely responsible for any modifications, optimizations and decisions made regarding the use of such Content.

4.3.6 AI-Generated External Links and Citations Disclaimer: The Service includes a feature that utilizes AI to generate external links and citations within the Content created. While this feature is designed to enhance the richness and credibility of the Content, it is important to understand that these external links and citations are generated using AI. As such, they may occasionally be inaccurate or may not align perfectly with the intended references or sources, a phenomenon sometimes referred to as 'hallucination' in the context of AI-generated content.

4.3.7 It is the responsibility of the User to review, verify and ensure the accuracy and appropriateness of all AI-generated external links and citations. We do not take any responsibility for the verification of AI-generated links and citations and cannot be held liable for any inaccuracies, misrepresentations or issues arising out of or from the use of these AI-generated elements within the Content.

4.3.8 By using the Services, you acknowledge and agree that the responsibility for ensuring the accuracy and appropriateness of external links and citations lies solely with you, the User.

4.4 Bring-your-own API key

4.4.1 To keep costs low for our Users, we provide options such as 'bring-your-own' API key model. By choosing this model, you consent to supply and use your own valid API key for accessing and employing the AI capabilities we provide, when you use the Service.

4.4.2 In this case, any use of the AI functionality via the Service will incur a cost payable directly by you, the User, to OpenAI or other service providers. Digital Principles does not charge for the use of AI itself. You acknowledge and accept that all charges for the use of AI, including any associated tokens, are your sole responsibility and that you are fully liable for such payments to the relevant provider.

4.4.3 In the event that any Content generated by the Service does not meet your expectations or requirements, you will remain responsible for all AI usage costs in accordance with the terms and conditions and pricing set by the provider. Digital Principles will not be responsible for any refunds or reimbursements of AI usage costs owed to other service providers.

4.4.4 It is your responsibility to manage and protect your credentials and keys and to comply with the Service Provider's terms and conditions and usage policies. We will not be liable for any loss, misuse or unauthorized access to your service provider API key and/or account and all consequences thereof shall be your sole responsibility.

4.4.5 These service providers (e.g. OpenAI, Claude, Perplexity, AWS, Google, Microsoft or others) may change their pricing, API usage policies or terms of service at any time. It is your responsibility to keep abreast of their current pricing and policies and to understand their impact on your cost of use. We are not responsible for any changes these providers may make to their pricing or policies.

4.4.6 Any dispute or claim relating to AI usage fees, tokens or the OpenAI API is solely between you and the service provider. Digital Principles is not a party to or otherwise associated with any such transaction and/or dispute. You agree to indemnify and hold Digital Principles harmless from and against any and all claims, liabilities, damages or expenses arising of or in connection with the AI usage fees, tokens or any dispute with a service provider.

4.5 Our Intellectual Property

4.5.1 The Website, including but not limited to all source codes, prompts, algorithms, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the IP), along with the trademarks, service marks, and logos contained therein (the Marks), are the proprietary property of Digital Principles or are under our control or licensed to us.

4.5.2 The IP and Marks are made available on the Website 'as is' for your informational and personal use only. Except as explicitly stated in these Terms and Conditions, no part of the Website or Services nor any IP or Marks, may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or exploited for any commercial purpose whatsoever without our explicit prior written consent.

4.5.3 We reserve all rights not expressly granted to you in and to the Website, Services, IP, and Marks. Any breach of these intellectual property rights will constitute a material breach of our legal terms and your right to use our Services will terminate immediately.

4.6 Acceptable Use

4.6.1 By using our Website and/or Services, you agree to use them solely for its intended purpose.

4.7 Subscriptions

4.7.1 The Services currently offers both free and paid subscription options as part of our commitment to accommodate a wide range of User needs. If a paid subscription package is purchased, the system will charge you automatically every billing cycle, which is stated on the Website.

4.7.2 Details regarding the features and limitations of each subscription package, including our freemium option, are available on our website.

4.7.3 We reserve the right to modify the terms, features, and availability of these subscription packages at any time, with updates to be posted in the corresponding sections of our Website.

4.7.4 Furthermore, we reserve the right to adjust the pricing and the respective terms of our subscription plans from time to time, without prior notice. Any updates will be promptly reflected in the appropriate sections of our Website. The modifications come into force automatically and apply to all new packages purchased. However, if an existing package is extended, you will be notified about the modification.

4.8 Refunds and Cancellations

4.8.1 Refunds: We do not offer a money back guarantee or the like. If you are not satisfied within the first 3 days of your subscription, please contact our support team at info+refund-request@scopy.me, and we will validate your request for a refund but reserve the right to deny it for any reason in our sole discretion. After this initial 3-day period, refund requests will not be validated or assessed but denied by default.

4.8.2 Cancellation: You can cancel anytime through your account settings. The cancellation will take effect at the end of your current billing cycle as stated on the Website when subscribing.

4.9 Fair Usage Policy

4.9.1 The Services operate under a Fair Usage Policy designed to ensure availability and reliability for all Users and to ensure responsible and equitable use of our resources. We reserve the right to monitor usage patterns to better understand the needs of our Users and to enforce the Fair Usage Policy.

4.9.2 Restrictions may be applied if a User's usage significantly affects our ability to serve others effectively. Our fair usage thresholds are monitored and adjusted in real time with the goal of supporting at least 99% of our Users at all times. Exceeding these limits may result in temporary throttling, suspension or additional charges.

4.9.3 By using the Service, you expressly agree to this Fair Usage Policy.

4.10 Links to Other Resources

4.10.1 Since the Website and/or the Service may provide links to other resources, it is important to clarify that we do not imply any form of approval, association, sponsorship, endorsement or affiliation with any linked resources unless expressly stated.

4.10.2 Digital Principles does not review, evaluate or guarantee the offerings of any company or individual or the content of their resources. Accordingly, we take no responsibility or liability for the actions, products, services and content of third parties. We encourage you to carefully review the legal statements and other terms and conditions of use of any resource you access through a link from our Website and/or Service.

4.10.3 If you decide to link to other off-site resources, you do so at your own discretion and risk.

5. CONFIDENTIALITY AND NON-USE

5.1 For all the duration of this agreement between the User and Digital Principles and after its termination for whatsoever cause, we agree, and undertake that we and any other person per-mitted to be involved in the performance of the Services under this agreement agree, to maintain in strict confidence, not to publish or other-wise make available to any third party or to use for any other purpose than to fulfil the obligations under this agreement, any and all data, reports, results, materials or information of any nature inherent to you or any of your affiliates, subsidiaries or joint ventures currently existing or which shall be established during our Services (collectively Affiliates) or any third parties and any other documents or information furnished to us, or to which we are given access, by you or an Affiliate in connection with the performance of this agreement or prepared or generated by us in connection with performing any and all services under this agreement. All such data, results, material and information shall be deemed to be and remain the sole, confidential property of you and is collectively referred to herein as Proprietary Information. The obligations on non-use and confidentiality contained in this Section 5 shall not apply to any portion of Proprietary Information which CONTRACTOR may evidence by contemporary documents:
a) at the time of disclosure hereunder is generally available to the public; or
b) after disclosure hereunder becomes generally available to the public, except through breach of this agreement by us or permitted assignees (if any); or
c) we can demonstrate was in our possession prior to entering into this agreement, and was not acquired directly or indirectly from you and was not generated by us in performing any Services hereunder; or
d) becomes available to us from a third party which is not legally prohibited from disclosing such Proprietary Information, provided such Proprietary Information was not acquired directly or indirectly from you; or
e) is required by law or regulation or judicial order to be disclosed.

5.2 Subject to the non-use obligations stipulated above, we shall store, keep and maintain any Proprietary Information safely and with the utmost care and shall at all times ensure compliance with applicable data protection laws such as the Swiss Federal Act on Data Protection or the European General Data Protection Regulation (GDPR).

5.3 As at the termination of this agreement between the User and Digital Principles, we shall return all Proprietary Information to you including any copies, documents or other means containing Proprietary Information and shall – upon first request of you – confirm that this Section 5.3 has been complied with.

6. DATA PROTECTION

6.1 When processing personal data of you or your officers, directors, employees, agents, service providers, partners or clients, we shall at all times ensure compliance with applicable data protection laws such as the Swiss Federal Act on Data Protection or the European General Data Protection Regulation (GDPR).

6.2 Details about how we process personal data as a controller can be drawn from our Privacy Policy which shall apply in its most current version at the given time accessible under [website]. We therefore recommend assessing and accessing it on a regular basis.

6.3 If we process such personal data as processor, Digital Principles and User hereby (by accepting these Terms and Conditions) enter into and conclude the Data Processing Agreement, DPA accessible under [website] as well.

7. LIMITATION OF LIABILITY

7.1 THE SERVICES AND THE WEBSITES ARE PROVIDED BY DIGITAL PRINCIPLES ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN OR IN THE WEBSITES. BY USING THE SERVICES AND/OR THE WEBSITES, ACCESSING ITS CONTENT AND/OR UTILIZING ANY SERVICES OR ITEMS OBTAINED FROM US, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND/OR THE WEBSITES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED FROM US SHALL BE AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT NO GUARANTEE IS PROVIDED THAT THE SERVICES AND/OR THE WEBSITES WILL OTHERWISE MEET THE USER'S REQUIREMENTS OR EXPECTATIONS. WE CANNOT BE HELD LIABLE FOR COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES AND/OR THE WEBSITES PROVIDED. ANY WARRANTIES OF ANY KIND ARE HEREBY EXCLUDED. THERE ARE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RESULTS OF THE SERVICES AND THE WEBSITES PROVIDED BY DIGITAL PRINCIPLES.

7.2 DIGITAL PRINCIPLES (INCLUDING ITS AFFILIATES AND PERSONNEL) CANNOT BE HELD LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS AND CONDITIONS, (II) THE USE OF OR INABILITY TO USE THE WEBSITES AND/OR THE SERVICES, AND (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS YOU MAY HAVE WITH SOMEONE YOU INTERACT OR MEET WITH THROUGH, OR AS A RESULT OF YOUR USE OF THE WEBSITES AND/OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DIGITAL PRINCIPLES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET OUT IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.3 IN NO EVENT WILL DIGITAL PRINCIPLES' (INCLUDING ITS AFFILIATES' AND PERSONNEL'S) AGGREGATE LIABILITY FOR ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE INTERACTION WITH ANY USER OR USE OF OR INABILITY TO USE THE WEBSITES AND/OR THE SERVICES EXCEED TO THE AMOUNT PAID FOR A SERVICE AND/OR THE USE OF A WEBSITE.

7.4 FURTHERMORE, DIGITAL PRINCIPLES SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM RESULTING FROM ABNORMAL OR UNFORESEEABLE CIRCUMSTANCES OUTSIDE ITS REASONABLE CONTROL, THE CONSEQUENCES OF WHICH WOULD HAVE BEEN UNAVOIDABLE DESPITE ALL EFFORTS TO THE CONTRARY, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, NATURAL DISASTERS, WAR, TERRORISM, RIOTS, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, PANDEMICS, EPIDEMICS OR DISEASE, STRIKES OR SHORTAGES OF TRANSPORTATION FACILITIES, FUEL, ENERGY, LABOR OR MATERIALS (FORCE MAJEURE).

7.5 THESE LIMITATIONS OF LIABILITY AND DAMAGE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SHALL, IN PARTICULAR, NOT APPLY TO GROSS NEGLIGENT OR WILLFUL MISCONDUCT ON THE PART OF DIGITAL PRINCIPLES AND TO PERSONAL INJURIES SUSTAINED BY USER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS AS A RESULT OF A VIOLATION OF DUTIES BY DIGITAL PRINCIPLES.

7.6 THESE LIMITATIONS OF LIABILITY AND DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN THE USER AND DIGITAL PRINCIPLES.

8. INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE USER AGREES TO RELEASE, DEFEND (AT DIGITAL PRINCIPLES' OPTION), INDEMNIFY, AND HOLD DIGITAL PRINCIPLES – INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS – HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH USER'S ACCESS TO OR USE OF THE WEBSITES AND/OR THE SERVICES.

9. ACCEPTANCE OF THESE TERMS

By reading these Terms and Conditions, you acknowledge that you fully understand and agree. Accessing and using the Websites and/or the Services signifies your agreement to be bound by the Terms and Conditions. If you do not agree, you are not authorized to access or use the Websites and/or the Services.

10. ASSIGNMENT

10.1 You are not permitted to assign, resell, sub-license, or in any other way transfer or delegate any of your rights or obligations under resp. in connection with this agreement, either in whole or in part, without obtaining our prior written consent.

10.2 Such consent is at our sole discretion and may be withheld without any obligation; any attempt at such assignment or transfer shall be considered null and void.

10.3 We retain the freedom to assign any of our rights or obligations under this agreement, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock, or as part of a merger and acquisition.

11. CHANGES TO THESE TERMS AND CONDITIONS

11.1 We may make changes to these Terms and Conditions from time to time, becoming effective (i) with respect to the use of the Websites immediately upon the posting of an updated version on the Website and (ii) with respect to the provision of Services upon the agreement (e.g. by a Work Order) between you and us to provide a specific (new or additional) Service.

11.2 Every time a User is active on the Website or books, orders or concludes a contract with respect to a specific Service (e.g. by a Work Order), the Terms and Conditions in force at that time will apply. Your continued use of the Website or your booking/order/conclusion of a specific Service following any such changes indicates your acceptance of the new Terms and Conditions. Please check the Terms and Conditions on the Website each time you use the Website or book/order/conclude a Service to ensure that you understand the Terms and Conditions that apply at the time.

12. MISCELLANEOUS

12.1 We may transfer our rights and obligations under the Terms and Conditions to another entity (in the same or in another country) belonging to the same group.

12.2 The Terms and Conditions are between you and us (or any of our transferee group entities). No other person shall have any rights to enforce any of its terms.

12.3 If any one or more sections or part of a section of these Terms and Conditions shall be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The invalid, illegal or unenforceable provision(s) shall be replaced by such provision(s) the parties would, acting reasonably, have agreed upon had they been aware of the invalidity, illegality or non-enforceability of the provision to be replaced. The same principle shall apply in case of a contractual gap.

12.4 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.5 These Terms and Conditions supersede all prior agreements, negotiations, correspondence, undertakings and communications between the User and us, oral or written, and contain the sole and entire agreement between the User and with respect to the subject matters hereof.

12.6 In case of deviations, discrepancies or conflicts between these Terms and Conditions and any specific separate agreement between the User and Digital Principles such as Work Orders, the latter shall prevail.

13. APPLICABLE LAW AND JURISDICTION

13.1 These Terms and Conditions shall be construed and interpreted in accordance with, and shall be governed by, the laws of Switzerland without reference to the conflict of laws principles thereof and to the exclusion of the UN Convention on Contracts for the International Sales of Goods (CISG).

13.2 Any dispute arising out of or in connection with these Terms and Conditions (including its interpretation, closing, execution, binding effect, amendment, breach, termination or enforcement) shall be resolved by the ordinary courts in Zurich, Switzerland, venue being Zurich 1, without restricting any right of appeal.

Updates

When we do, we will revise the updated date at the top of this page. Continued use of the Website and Service after any such changes shall constitute your consent to such changes. You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us at info+terms@digital-principles.com