General Terms and Conditions
B2B Services of ELK Media L.L.C.
Version 01.08.2026
1. Provider, Scope and B2B Restriction
These General Terms and Conditions (hereinafter "Terms") govern contracts between ELK Media L.L.C., Sheridan, Wyoming, USA (hereinafter "Agency"), and its clients (hereinafter "Client").
These Terms apply exclusively to businesses, legal entities, self-employed professionals, partnerships, public-law bodies, and persons acting for commercial or professional purposes. Contracts with consumers are not covered by these Terms.
2. Contract Documents and Hierarchy
In case of conflict, the following hierarchy applies:
- Individually signed contract or accepted proposal
- Project-specific appendices, specifications and service descriptions
- Data processing agreement (where applicable)
- These Terms
In case of conflict, the more specific document prevails. Information on the website, portfolio, estimates, and marketing materials is non-binding unless expressly incorporated into a proposal.
3. Contract Formation
A contract is formed by:
- Signing a contract
- Written or electronic acceptance of a proposal
- Express commissioning via email
- Commencement of services at the Client's request
These Terms are communicated to the Client prior to contract formation.
4. Services and Project Scope
The specific scope of services follows from the individual proposal or contract. Services may include:
- Strategy and consulting
- UX/UI design and web design
- Software and web development
- CMS implementation and integrations
- Hosting configuration, maintenance and support
- Content optimization and related digital services
What is not expressly agreed is outside the scope of services. No specific business outcome, lead volume, revenue, SEO ranking, or business performance is owed unless explicitly guaranteed in writing.
5. Client Cooperation Obligations
The Client shall provide in a timely manner:
- Complete content, images and media
- Access credentials, licenses and API keys
- Technical information and approvals
- A consolidated feedback source and a competent contact person
The Client warrants that provided materials may be lawfully used. Delays, incomplete deliveries, and fragmented feedback shift agreed timelines accordingly.
6. Project Timelines and Delays
Project timelines are only binding if expressly designated as such. Deadlines are conditional upon timely payment, timely cooperation, availability of third-party systems, and receipt of complete materials.
The Agency is not in default if delays are attributable to the Client, third parties, external platforms, or force majeure.
7. Change Requests and Additional Services
Changes outside the agreed scope constitute additional services. They require a supplementary proposal and written approval or documented authorization of time-and-materials work.
Unless otherwise agreed, additional services are billed at CHF 165.00 per hour in 15-minute increments. The Agency informs the Client before significant additional costs are incurred.
8. Revisions, Review and Acceptance
The number of included revision rounds follows from the proposal. If not specified, two consolidated revision rounds are included.
The Client reviews deliverables and provides consolidated written feedback within five business days. Deliverables are deemed accepted when approved, published, used in production, or when no material defect is raised within the review period.
The Agency has the right to remedy defects before price reduction, third-party engagement, or termination are considered.
9. Fees, Invoicing and Payment
Unless expressly agreed otherwise:
- Prices are in Swiss Francs
- Prices exclude Swiss VAT
- Invoices are due net 30 days without deduction
After the payment deadline, the Client is in default without further notice, to the extent permitted by law. Default interest: 5% p.a. Reminder fee: CHF 20.00 per formal reminder, where contractually and legally permissible.
The Agency may suspend ongoing services after written warning and a reasonable grace period.
10. Deposit and Project Start
Where the proposal provides for a deposit, work begins after receipt of payment and after receipt of required project materials and access. Milestone and final payments follow the proposal.
The Agency may withhold launch, deployment, source code handover, or transfer until all due amounts are paid in full.
11. Third-Party Services, Licenses and APIs
Third-party providers may include hosting providers, registrars, CMS vendors, email services, cloud services, APIs, plugins, fonts, and AI services. Their separate terms, licenses, and technical limitations apply.
The Agency is not liable for outages, API changes, product discontinuations, price changes, or security incidents at third-party providers beyond its control. Third-party costs are borne by the Client unless expressly included.
12. Domains, Hosting and Ongoing Support
Domains are registered in the Client's name where possible. Hosting, maintenance, backups, monitoring, support, availability, and notice periods follow the individual maintenance agreement. Without an express commitment, no service-level guarantee exists. Unused support hours expire unless the agreement provides otherwise.
13. Intellectual Property and Source Code
Content provided by the Client remains the Client's property. Upon full payment, the Client receives a non-exclusive, transferable license to use and modify the project-specific source code.
The following remains the Agency's property:
- Reusable frameworks, generic components and libraries
- Internal tools, development methods and build pipelines
- Know-how and templates not created exclusively for the Client
- Pre-existing code and systems
The Client receives a non-exclusive license to use base-system elements for the agreed websites and domains. Open-source software and third-party components are subject to their respective licenses. No rights transfer occurs before full payment.
14. Portfolio and Reference Use
Unless the Client objects in writing for legitimate confidentiality reasons, the Agency may name the Client, display the logo, link to the public project, show screenshots and non-confidential excerpts, and describe the project in portfolio and sales materials. Confidential information or unpublished results are not disclosed.
15. Confidentiality
Both parties protect non-public business information, access credentials, commercial terms, technical documentation, client information, project files, and trade secrets. Disclosure is permitted to employees, contractors, and advisors who need access and are bound by confidentiality, as well as where legally required. The obligation survives contract termination.
16. Subcontractors
The Agency may engage qualified employees, freelancers, and subcontractors. The Agency remains responsible for its contractual obligations.
17. Data Protection and Processing
Each party is responsible for its own data protection compliance. Where the Agency processes personal data exclusively on the Client's behalf, the parties conclude an appropriate data processing agreement or integrate it into the contract.
18. Warranty
The Agency warrants services conforming to the agreed specifications and professional standards. The Client must first provide the Agency with a reasonable opportunity to remedy reproducible defects.
No warranty applies for issues attributable to:
- Modifications by the Client or third parties
- Unsupported systems or erroneous Client instructions
- Missing licenses or Client-side content
- Third-party services, API or browser changes after acceptance
- Use outside the agreed purpose
19. Liability
For project-based engagements, liability for direct damages is limited to the net fees paid for the affected engagement. For recurring services, liability is limited to the fees paid in the preceding twelve months for the affected service.
To the extent permitted by law, the following are excluded:
- Indirect and consequential damages
- Lost profits, revenue and opportunities
- Reputational damages
- Lost savings
These limitations do not apply where liability cannot be excluded by law, in particular for intent or gross negligence.
20. Data Loss and Backups
The Client remains responsible for retaining copies of materials originally provided to the Agency. Backup obligations for production systems exist only under an expressly agreed maintenance or hosting agreement.
21. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control, including major infrastructure outages, cyberattacks despite reasonable security, natural disasters, war, government action, strikes, telecommunications failures, and large-scale cloud or platform outages. Affected obligations are suspended for the duration of the event.
22. Term and Termination
Project contracts end upon completion and full payment. Recurring hosting, maintenance, and support contracts follow the agreed term and notice periods.
Termination for cause without notice is reserved, in particular for serious unresolved breach, persistent non-payment, insolvency, unlawful use, or material security risk. Due payment obligations survive termination.
23. Handover and Transition
Upon contract end and full payment, the Client may request delivery of project-specific source code, Client-owned content, available exports, and reasonable handover documentation. Export, migration, and transition support is billed per the applicable proposal or hourly rate unless expressly included.
24. Assignment
The Client may not assign the entire contract without the Agency's consent, except in connection with a genuine business transfer where the successor assumes all obligations. Use or transfer of source code rights granted under Section 13 remains unaffected.
25. Notices and Written Form
Contractual notices may be sent via email, signed electronic document, or other reproducible written form. Termination notices must be sent to the contact addresses specified in the contract.
26. Governing Law and Jurisdiction
Swiss substantive law applies, excluding its conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction is Bülach, Canton of Zurich, Switzerland.
27. Severability
If any provision is wholly or partially invalid, the remaining provisions remain effective. The parties shall replace the invalid provision with a valid one that most closely approximates the original commercial purpose.
28. Version and Amendments
Version: 01.08.2026
New versions apply to future contracts or to existing contracts only upon effective incorporation or acceptance. Mere publication on the website does not automatically amend existing contracts.