General Terms
and Conditions

1. Scope of application

These General Terms and Conditions govern all services provided by Nuovia AG to business clients and are effective as of 1 May 2026. They form an integral part of every offer, order confirmation, and contract. By submitting a written order, the client accepts these General Terms and Conditions in full. Deviating agreements or contract amendments are valid only in written form (by e-mail or letter).

2. Scope of services and offers

Every offer is based on a detailed preliminary discussion, in which Nuovia AG clarifies the client’s specific requirements and defines the desired scope of services. The offer of Nuovia AG describes the agreed services, the time frame, and the fee in detail. Offers are valid for 30 days from the date of issue. Unless expressly agreed otherwise, fees for the services of Nuovia AG are based on cost estimates. If it becomes foreseeable that the originally agreed scope of services will be exceeded, Nuovia AG coordinates an adjustment of the order with the client. Additional services rendered are invoiced either on the basis of actual hours worked or under a separate offer.

3. Placing of orders and contract amendments

The client places the order in written form, either by e-mail or by signing the project approval. By placing the order, the client confirms both the offer at hand and these General Terms and Conditions.

If, after the start of the project, the client requests material changes to the agreed scope of services, Nuovia AG treats these as additional services to be remunerated separately. Nuovia AG documents any such adjustments in writing in each case, in order to avoid misunderstandings and to create a clear basis for the further collaboration.

4. Client’s duties to cooperate

Timely and successful performance of the services of Nuovia AG requires the client to provide the necessary information, data, and documents in good time. Likewise, the provision of the required contact persons and access to relevant systems is necessary.

Delays caused by the client’s failure to cooperate in good time may result in schedule shifts. In such cases, the project duration is extended accordingly, without Nuovia AG being held liable for it.

5. Revisions and acceptance

For services in the field of «Communication and Design», the agreed fee includes up to two rounds of revisions. Further adjustments are invoiced separately based on time spent. For all other services, acceptance is deemed to have occurred as soon as Nuovia AG has fully delivered the agreed results. The client undertakes to review interim and final results within 14 days of delivery and to notify any complaints in writing. Upon expiry of this period, the services are deemed to have been rendered and accepted in accordance with the contract.

6. Remuneration and payment terms

Remuneration is generally based on the terms set out in the offer. Invoicing generally takes place monthly or upon completion of (partial) projects. Invoices of Nuovia AG are due for payment within 30 days of the invoice date, without deduction. In the event of late payment, Nuovia AG reserves the right to charge default interest and reminder fees.

7. Travel time and expenses

Travel time to client appointments is included in the agreed fee and is calculated at 50% of the applicable hourly rate.

Expenses (e.g. accommodation costs, travel costs) are invoiced separately.

8. Rights to work results

All documents, concepts, reports, and other work results created within the scope of the order (to the extent legally permissible) pass into the ownership of the client upon full payment of the invoice. The client is entitled to use and apply these results for its own purposes.

Nuovia AG nevertheless reserves the right to also use methods, frameworks, and concepts it has developed, in adapted form, for other clients. Commercial disclosure of the work results to third parties by the client is permitted only with the prior consent of Nuovia AG.

The client agrees that Nuovia AG may use its company name, logo, and a general project description for reference purposes. This includes use on the website of Nuovia AG, in presentations, and in other marketing materials.

9. Use of partners and subcontractors

Nuovia AG is entitled to engage qualified partners and subcontractors to fulfil the order. This may include, among others, specialists, graphic designers, editors, or other external experts. The selection and coordination of these service providers is carried out by Nuovia AG, which also bears responsibility for their proper integration into the project.

The costs for external service providers are invoiced to the client separately, without markup, following prior consultation. Nuovia AG also obligates its partners and subcontractors to comply with the agreed confidentiality and quality standards.

10. Confidentiality

Nuovia AG treats all information and documents made accessible to it in connection with the order as strictly confidential. This duty of confidentiality continues even after completion of the project. Excepted from this is the already agreed use of references pursuant to Section 8. Likewise, the client undertakes to treat as confidential any methodological approaches, working tools, and other non-publicly accessible information communicated by Nuovia AG in the course of the collaboration.

11. Limitation of liability

Nuovia AG performs its services with the greatest possible care and to the best of its knowledge. The client uses the advisory results and recommendations of Nuovia AG at its own responsibility and discretion.

The liability of Nuovia AG for damages is limited to cases of intent and gross negligence and amounts to no more than the value of the respective order. Nuovia AG is not liable for slight negligence, indirect damages, consequential damages, or loss of profit, to the extent permitted by law. This limitation of liability also applies for the benefit of the partners and subcontractors of Nuovia AG.

12. Termination

Either contracting party may terminate the contract in writing subject to four weeks’ notice. In the event of termination by the client, Nuovia AG is entitled to remuneration for all services actually rendered up to the date of termination. For fixed-price projects, invoicing is based on the proportional project progress, but no less than 30% of the total fee for concept and preparatory work already performed. For hourly-rate projects, invoicing is based on documented time spent.

Nuovia AG is likewise entitled to terminate the contract, in particular if the client fails to fulfil its duties to cooperate despite a written reminder or falls into payment default.

13. Place of jurisdiction and applicable law

Swiss law exclusively applies to all legal relationships between Nuovia AG and the client. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Zurich.

14. Force majeure

In the event of unforeseeable events beyond the control of Nuovia AG (illness, pandemic, natural disasters, official orders), Nuovia AG may appropriately adjust or suspend the provision of services. Both parties will endeavour to find an amicable solution.

Effective as of 1 May 2026