General Terms & Conditions of Business (AGB)

1. Scope & Contracting Parties (Geltungsbereich)

These General Terms and Conditions ("Terms", "AGB") govern all commercial relationships, quotations, contracts for work and services (Werkverträge gemäss Art. 363 ff. OR), mandate agreements (Aufträge gemäss Art. 394 ff. OR), software engineering, digital product design, technical consulting, and maintenance services entered into by Popcorn Digital GmbH ("Popcorn Digital", "Agency", "we", "us") with commercial clients, enterprise entities, and startups ("Client", "you").

Any deviations from these Terms shall only be binding if expressly confirmed in writing within a signed Master Services Agreement (MSA) or Statement of Work (SOW). Conflicting general terms and conditions of the Client are explicitly excluded.

2. Quotations, Scoping & Contract Formation

Unless explicitly stated otherwise in writing, all proposals, technical estimates, and feasibility assessments issued by Popcorn Digital are non-binding and valid for 30 calendar days from the date of issuance.

A legally binding contract is established upon: (a) mutual execution of an SOW or MSA; (b) written confirmation (including electronically signed correspondence) of a quotation; or (c) the commencement of engineering work upon the Client’s documented authorization.

3. Scope of Services & Agile Engineering Deliverables

The specific scope of deliverables, user stories, architectural frameworks (e.g., Next.js, React, TypeScript, Supabase, Cloud Infrastructure), sprint milestones, and timetables are defined in the applicable SOW.

Popcorn Digital applies modern Swiss engineering practices, Clean Architecture standards, and rigorous automated testing across iterative sprint cycles with regular staging deployment reviews.

4. Client Obligations & Duty of Collaboration (Mitwirkungspflichten)

Timely and successful project completion is contingent upon the Client’s active and punctual cooperation. The Client specifically agrees to:

• Provide necessary design assets, brand guidelines, domain records, cloud infrastructure credentials, third-party API credentials, and copy in a timely manner.
• Appoint a designated Product Owner / Technical Lead with decision-making authority for architecture approvals and sprint sign-offs.
• Perform user acceptance testing and provide consolidated feedback within agreed sprint review windows (typically 5 business days from staging release).

Delays resulting from late delivery of Client assets, missing credentials, or delayed feedback shall automatically extend agreed delivery schedules by at least the corresponding duration.

5. Change Management & Scope Adjustments

Either party may request modifications to the agreed scope. Where the Client requests changes or additions beyond the baseline SOW, Popcorn Digital will provide an impact analysis detailing adjustments to timeline, architecture, and compensation.

Change requests shall be formalized in a written addendum or sprint backlog amendment and billed at the agreed hourly or daily engineering rate, unless a flat-fee is mutually stipulated.

6. Intellectual Property & Code Ownership (Urheberrecht & Nutzungsrechte)

6.1 Custom Client Deliverables: Subject to full and unconditional payment of all invoices due, Popcorn Digital transfers to the Client the exclusive, perpetual, and worldwide right to utilize, modify, exploit, and distribute the custom application source code, database schemas, and UI/UX design assets specifically developed for the Client.

6.2 Pre-existing Agency IP & Frameworks: Popcorn Digital retains all rights in its proprietary pre-existing software libraries, starter kits, reusable architectural modules, and utility components ("Agency IP"). To the extent Agency IP is incorporated into deliverables, Popcorn Digital grants the Client a non-exclusive, perpetual, irrevocable, worldwide license to use such Agency IP embedded within the delivered software.

6.3 Open-Source Components: Third-party open-source components remain governed by their respective licenses (e.g., MIT, Apache 2.0). Popcorn Digital ensures that open-source selections comply with permissive enterprise licensing standards without viral copyleft obligations.

7. Acceptance & Warranty (Abnahme & Gewährleistung gemäss Art. 367 ff. OR)

7.1 Acceptance Testing: Upon deployment of deliverables to the staging environment, the Client shall inspect the deliverables within fourteen (14) calendar days ("Acceptance Period") against the SOW specifications.

7.2 Deemed Acceptance: Deliverables are deemed fully accepted if: (a) the Client issues written sign-off; (b) the software is deployed to commercial production; or (c) the Acceptance Period expires without written notice of reproducible material defects.

7.3 Warranty Period (Gewährleistungsfrist): Popcorn Digital provides a ninety (90) day warranty from the date of final acceptance for reproducible defects directly attributable to deviations from agreed SOW specifications.

7.4 Right of Remedy (Nachbesserungsrecht): Popcorn Digital is entitled to remedy proven defects within a reasonable grace period free of charge. Only upon repeated failure of remedy for the same material defect may the Client seek price reduction or contract termination in accordance with Swiss Law.

8. Compensation, Payment Terms & Default (Verzug)

All fees and rates are quoted in Swiss Francs (CHF) or Euros (EUR), exclusive of statutory Swiss Value Added Tax (MWST / VAT) where applicable.

Invoices are issued based on milestone achievements or monthly sprint cycles and are payable strictly net within fourteen (14) calendar days from the invoice date without deduction.

In the event of payment default, the Client shall be in default without reminder, and statutory default interest of 5% p.a. (Art. 104 OR) shall accrue. Popcorn Digital reserves the right to suspend engineering work or withhold staging access until full settlement.

9. Confidentiality & Non-Disclosure (Geheimhaltung)

Both parties mutually agree to treat all commercial secrets, technical architectures, product concepts, source codes, and client data disclosed during the engagement with strict confidentiality.

This obligation shall survive the completion, expiration, or termination of the engagement for a period of five (5) years.

10. Data Protection & Privacy Compliance (Datenschutz)

Popcorn Digital processes personal data in strict adherence to the revised Swiss Federal Act on Data Protection (FADP / revDSG) and, where applicable, the EU General Data Protection Regulation (GDPR).

Where Popcorn Digital processes personal data on behalf of the Client (e.g., during database migration or staging deployment), the parties will execute a Data Processing Agreement (DPA / Auftragsdatenverarbeitungsvertrag). Further details are set forth in our Privacy Policy.

11. Limitation of Liability (Haftungsbeschränkung gemäss Art. 100 OR)

To the fullest extent permitted by Swiss law (Art. 100 Abs. 1 OR), Popcorn Digital excludes all liability for slight or ordinary negligence (leichte und mittlere Fahrlässigkeit), indirect damages, lost profits, lost revenues, loss of data, or consequential damages. Liability for unlawful intent (Absicht) or gross negligence (Grobe Fahrlässigkeit) remains unaffected.

Popcorn Digital is not liable for service disruptions or damages caused by third-party hosting providers (e.g., AWS, Supabase, Cloudflare, Vercel), external API outages, force majeure events, or delays resulting from Apple App Store / Google Play Store review processes.

In any event, cumulative liability for all claims arising out of or related to a specific SOW is capped at the total net compensation actually paid by the Client to Popcorn Digital under that specific SOW.

12. Severability, Governing Law & Jurisdiction (Gerichtsstand)

12.1 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the validity of the remaining provisions shall remain fully intact. The invalid provision shall be replaced by a valid provision that reflects the original economic and legal intent.

12.2 Governing Law: All legal relationships between the Client and Popcorn Digital GmbH are governed exclusively by substantive Swiss Law (Schweizerisches Recht), without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention).

12.3 Exclusive Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms, contracts, or orders is Zurich, Switzerland (Ausschliesslicher Gerichtsstand ist Zürich, Schweiz). Popcorn Digital reserves the right to initiate legal proceedings at the Client’s domicile.