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General Terms and Conditions

Diam-Ants Expo

§ 1 General Provisions, Contract Conclusion

These General Terms and Conditions (hereinafter referred to as "GTC") of Diam-Ants Ltd. (hereinafter referred to as "Diam-Ants") shall apply to all services provided by Diam-Ants to its contractual partner (hereinafter referred to as "Customer"). Deviating or supplementary terms and conditions of the Customer shall not apply, even without express objection by Diam-Ants . They shall only be binding if confirmed in writing by Diam-Ants.
In case of contradictions between the provisions of these GTC and the contract and its schedules or ancillary agreements, the provisions of the contract and its schedules or ancillary agreements shall prevail.
For online contract conclusions, the following shall apply: The submission of the order to Diam-Ants, i.e., clicking on the "Send order" button, constitutes a binding purchase offer from the Customer. The contract shall be concluded upon subsequent written order confirmation by e-mail from Diam-Ants.

§ 2 Services of Diam-Ants Expo, Availability

Scope of Services: Diam-Ants provides organizational coordination services. The nature and extent of the services to be provided by Diam-Ants shall be determined in accordance with the contract and any associated service specifications or supplementary agreements.
Standard of Care: The services shall be provided by Diam-Ants with the care, skill, and diligence that is customary for a qualified professional or company in the provision of such services.
Use of Third-Party Infrastructure: Diam-Ants may use third-party networks, facilities, and technologies that are not owned or controlled by the contracting parties to provide the services to the Customer.
Service Availability: If Diam-Ants agrees to the continuous availability of the services for the Customer, Diam-Ants shall provide such services with an availability of 98.5%. Availability shall be calculated on the basis of the time falling within the respective calendar month of the contract period, minus maintenance times. Diam-Ants is entitled to perform maintenance work for a total of five hours per calendar month between 3:00 AM and 6:00 AM Swiss time. During maintenance times, the services shall not be available.

§ 3 Customer's Obligations

Technical Infrastructure: The Customer shall provide the necessary technical infrastructure, in particular hardware, software, and telecommunications connections. Upon request, the Customer shall receive information on the requirements for the technical infrastructure necessary for the use of Diam-Ants's services, provided that such information is not already contained in the contract, service specifications, or ancillary agreements.
Monitoring of Services: The Customer is obligated to monitor the proper provision of Diam-Ants's services to the best of its ability and to immediately notify Diam-Ants of any disruptions.
Intellectual Property: The Customer is prohibited from removing, altering, or obscuring any copyrights, trademarks, or proprietary marks contained in or on Diam-Ants's services, as well as from making any changes to Diam-Ants's services or products. This shall also apply to services and products of third parties that Diam-Ants uses in the context of its services to the Customer (see § 2 paragraph 3). The use of Diam-Ants's or third parties' websites and products is only permitted within the limits of copyright, trademark, patent, name, and trademark law, as well as other industrial property rights. Reproduction, processing, distribution, and any kind of utilization beyond these limits require the prior written consent of the respective author or creator.
Content Responsibility: The Customer is solely responsible for the content of its conferences, seminars, or other online events that it conducts via Diam-Ants or with Diam-Ants's products. The personal rights of third parties must be respected. The Customer shall ensure that no statements are made, no expressions are uttered, no files are uploaded, and no content is transmitted that violates applicable law or good morals, and in particular that glorifies violence, infringes the rights of third parties, or discriminates against persons on grounds of race, ethnic origin, gender, religion or belief, disability, age, or sexual identity.
Data Protection: The Customer undertakes to comply with the statutory provisions, in particular the Federal Act on Data Protection (FADP), when processing personal data. > Data Protection Declaration.
Indemnification: Diam-Ants shall be indemnified against all claims of third parties that are based on a culpable breach by the Customer of the obligations contained in § 3 paragraphs 3, 4, and 5. The Customer shall immediately inform Diam-Ants if it becomes aware or should have become aware of such a breach.

§ 4 Prices and Payments

Pricing and Quotations: Prices, performance data, and other statements or assurances shall only be binding for Diam-Ants if they have been issued or confirmed in writing by Diam-Ants. Unless otherwise agreed in writing, remuneration shall be calculated based on the effort involved and at the prices valid at the time of contract conclusion.
Currency and Taxes: All prices are in Swiss Francs, unless otherwise stated, and are exclusive of value added tax. Value added tax shall be invoiced separately at the applicable rate in accordance with the applicable tax laws.
Invoicing and Payment: Diam-Ants may invoice monthly. If services are remunerated based on effort, Diam-Ants shall document the type and duration of the services and shall transmit this documentation with the invoice. In the case of online contract conclusion, invoices and itemized statements shall be made available in the customer portal or, upon request, as a paper invoice (for an additional charge of CHF 5). The Customer shall ensure that the email address on file with Diam-Ants is deliverable for notification emails in the event of invoice delivery via the portal and is checked regularly by the Customer. Any changes to the delivery address shall be notified immediately.
Objections to Invoices: If the Customer does not agree with an invoice in whole or in part, the Customer shall notify Diam-Ants within 14 calendar days of receipt of the invoice. Otherwise, the invoice shall be deemed accepted.
Payment Terms: All invoices shall be due immediately and payable without deduction at the latest 14 calendar days after receipt.

§ 5 Retention of Title, Offset

Retention of Title: A right of retention of the Customer, insofar as it is not based on the same contractual relationship, is excluded. Diam-Ants is entitled to avert the exercise of the right of retention by means of security, including a guarantee.
Offsetting: The Customer may only offset undisputed or legally established claims.
Suspension of Services: If the Customer defaults on payment, Diam-Ants shall be entitled, without prejudice to other rights, to withhold further services from the Customer until the end of the default, after having previously announced the suspension to the Customer by setting a deadline of 10 days.

§ 6 Reservation of Rights

Diam-Ants reserves ownership and any rights granted to the services until full payment of the remuneration owed.

§ 7 Use by Third Parties

Protection of Access: The Customer shall protect its access to Diam-Ants's services against unauthorized use by third parties. The Customer shall be liable for any unauthorized use of its access insofar as it is at fault. The Customer shall immediately notify Diam-Ants if there is reasonable suspicion that unauthorized use is being made of its access.
Payment for Unauthorized Use: The Customer shall pay the agreed prices for services provided by Diam-Ants as a result of authorized use by third parties. The Customer shall also pay for services provided by Diam-Ants as a result of unauthorized use by third parties if the Customer is responsible for such use.

§ 8 Confidentiality

Confidentiality Obligation: Both the Customer and Diam-Ants are obligated to maintain confidentiality indefinitely regarding all business and trade secrets or information designated as confidential that becomes known in connection with the execution of the contract. The content of events and all data of event participants shall be considered confidential information.
Disclosure Restrictions: Without the written consent of the other party, neither party may disclose confidential information to any third party, except to employees, representatives, subcontractors, or vicarious agents of a party to the extent that they need to know the information to provide the services and provided that they are bound by the same confidentiality obligation.
Restricted Use: Diam-Ants and its employees are also prohibited from processing or otherwise using any information or data obtained for any purpose other than that required for the performance of their respective tasks. This applies in particular to the conduct of transactions in securities and derivatives.
Ensuring Confidentiality: The parties shall make reasonable commercial efforts to ensure that their employees, subcontractors, or representatives comply with these confidentiality provisions.
Exceptions: The confidentiality provisions shall not apply to data that
1. was in the possession of one party prior to the negotiations leading to this contract,
2. is already generally known or becomes so later without a breach of this provision by either party, or
3. is disclosed pursuant to a legal provision or court order, provided that the other party has been informed of the legal provision or court order in an appropriate manner.

§ 9 Service Disruptions

Force Majeure: If force majeure, strikes, or other circumstances beyond the control of Diam-Ants or its agents prevent the timely performance of services ("disruption"), the deadlines shall be extended by the duration of the disruption, including, if necessary, a reasonable start-up period. A contracting party shall immediately notify the other contracting party of any disruption occurring within its area and the expected duration of the delay.
Increased Costs: If the effort increases due to a disruption, Diam-Ants may demand compensation for the additional costs, unless the cause lies outside the Customer's area of responsibility and the Customer is not responsible for the disruption.
Impossibility of Performance: Diam-Ants shall no longer be obligated to perform if it no longer has the ability to provide the agreed-upon service. Diam-Ants undertakes to inform the Customer immediately of the unavailability and to reimburse any counter-performance already received.

§ 10 Defects

Liability for minor defects is excluded. The right to withdraw from the contract shall remain unaffected.

§ 11 Legal Defects

Liability for Infringement: Diam-Ants shall only be liable for infringements of third-party rights by its services insofar as the service is used in accordance with the contract and, in particular, within the intended field of use as specified in the contract.
Geographical Scope of Liability: Diam-Ants shall only be liable for infringements of third-party rights within Switzerland and the European Economic Area, as well as at the place of contractual use of the service.
Notification of Claims: If a third party claims that a service provided by Diam-Ants infringes its rights, the Customer shall immediately notify Diam-Ants. Diam-Ants and, if applicable, its subcontractors shall be entitled, but not obligated, to the extent permitted by law, to defend against the asserted claims at their own expense.
Remedies: If a service provided by Diam-Ants infringes the rights of a third party, Diam-Ants shall, at its own option and expense,
1. procure for the Customer the right to use the service, or
2. modify the service so that it no longer infringes, or
3. take back the service upon reimbursement of the remuneration paid by the Customer therefor (less a reasonable compensation for use), if Diam-Ants cannot achieve any other remedy with reasonable effort. The interests of the Customer shall be taken into account in an appropriate manner.

Key Points:

Limited Liability: Diam-Ants's liability for third-party rights infringements is limited to cases where the service is used as intended.
Geographical Scope: Liability is primarily limited to Switzerland and the EEA.
Notification Requirement: The customer must promptly notify Diam-Ants of any third-party claims.
Remedies: Diam-Ants has several options to remedy the infringement, including procuring rights, modifying the service, or taking it back with a refund.

§ 12 Limitation Period

The regular limitation period is 3 years (§ 195 BGB), unless special limitation rules apply.

§ 13 Limitation of Liability

Personal Injury: Diam-Ants shall be liable for damages resulting from injury to life, body, or health in accordance with the statutory provisions.
Other Damages: Diam-Ants shall only be liable for other damages if they are based on an intentional or grossly negligent breach of duty by Diam-Ants or a legal representative or vicarious agent of Diam-Ants.
Slight Negligence: In case of slight negligence, Diam-Ants shall not be liable, unless a material contractual obligation (cardinal obligation) is violated. In such cases, however, liability shall be limited to the typically foreseeable damages.
Data Backup: Diam-Ants shall not be liable for damages that can be avoided by the Customer carrying out a proper data backup.
Compatibility: Diam-Ants shall not be liable for the compatibility of its services with technical equipment that falls within the Customer's area of responsibility.
Third-Party Networks: If Diam-Ants uses third-party networks, facilities, and technologies that are not owned or controlled by the contracting parties to provide the services to the Customer, these third parties shall only be liable to the Customer to the extent that Diam-Ants would be liable to the Customer under these Terms and Conditions.
Subordinated Liability: If Diam-Ants uses third-party networks, facilities, and technologies that are not owned or controlled by the contracting parties to provide the services to the Customer, Diam-Ants shall only be secondarily liable for damages arising therefrom. The Customer shall first assert its claims against the third party in court. Any claims of Diam-Ants against the third party that are necessary to assert the Customer's claim against the third party shall be assigned to the Customer by Diam-Ants Expo. Diam-Ants shall be obligated to provide the Customer with all necessary information and documents. Only if and insofar as the Customer cannot obtain compensation for the damage from the third party can the Customer assert the damage against Diam-Ants The remaining provisions of these Terms and Conditions shall also apply thereto.
Consequential Damages: The foregoing shall apply accordingly to claims for reimbursement of expenses and other liability claims (consequential damages, lost profits, etc.) of the Customer against Diam-Ants.
Product Liability Act: Liability under the Product Liability Act shall remain unaffected.
Telecommunications Act: If the scope of the Telecommunications Act is applicable, the provisions thereof shall apply to property damage insofar as these provisions do not already contain a limitation of liability for Diam-Ants.

§ 14 Limitation of Liability

Delay in Performance: If Diam-Ants is in default with the performance of its services, the Customer's claim for damages and expenses shall be limited to 0.5% of the price for the part of the service that cannot be used due to the delay for each full week of the delay. The total liability for delay shall be limited to a maximum of 5% of this price.
Limitation of Liability: For each individual damage event, liability shall be limited to the contract value, or in the case of ongoing remuneration, to the amount of the remuneration per contract year, but not less than CHF 50,000.00. The parties may agree on further liability for a separate fee upon conclusion of the contract.
Exceptions: Sections 14(1) and (2) of these GTC shall not apply in the event of intent or gross negligence or injury to life, body, or health. Sections 13(9) and (10) shall also apply here.

§ 15 Termination

Termination: The contract may be terminated by the parties in accordance with the contractual agreements or the statutory provisions. Any termination must be in writing to be effective.
Extraordinary Termination: The contract may be terminated without notice by the other party for good cause if an application has been filed for the opening of insolvency or composition proceedings with respect to the assets of the party.

§ 16 Written Form

Written Form Requirement: All changes and supplements to contractual agreements must be in writing. This also applies to the waiver or modification of the written form requirement.

§ 17 Governing Law and Jurisdiction

Governing Law: Swiss law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Jurisdiction: For contracts with merchants, legal entities under public law, or public-law special funds, the place of jurisdiction shall be the Canton of Lucerne.

§ 18 Severability Clause

If individual provisions of these Terms and Conditions are or become invalid, the validity of the remaining provisions and the contract itself shall remain unaffected.

Summary of Key Points:

Limitation of Liability: Diam-Ants's liability for damages is capped, and there are exceptions for intentional or grossly negligent acts and personal injury.
Termination: The contract can be terminated under certain conditions, including for breach of contract.
Written Form: All changes to the contract must be in writing.
Governing Law and Jurisdiction: Swiss law applies, and disputes will be resolved in the Canton of Lucerne.
Severability: If any part of the agreement is invalid, the rest of the agreement remains in force.

General Terms and Conditions Diam-Ants Expo