Terms and Conditions

1. Provider, Scope and Customer Group

These Terms and Conditions apply to all offers, contracts and services of Viral Ventures AG, Baarerstrasse 21, 6300 Zug, Schweiz, UID CHE-486.956.348, acting under the brand KI Manufaktur (hereinafter the “Contractor”), towards its clients.

The services are directed exclusively at entrepreneurs, companies, legal entities and other clients acting in a business capacity. Consumers are not the target group of the services. Deviating terms and conditions of the client apply only if the Contractor expressly agrees to their validity in writing.

2. Conclusion of Contract and Inclusion of these Terms

Offers made by the Contractor are non-binding unless a binding period is stated in the offer. A contract is concluded when the client accepts an offer electronically or in writing, provides a digital signature, makes a down payment, or the Contractor begins performance with the client’s consent.

Individual agreements in the offer, service description or order confirmation take precedence over these Terms. These Terms become part of the contract if they are referenced in the offer, signature process or order confirmation. The version stated at the time the contract is concluded is decisive.

3. Subject Matter of the Services

The Contractor provides creative, strategic and technical services in the field of AI-assisted brand, product and advertising content. These may include in particular: AI product visuals, packshots, image worlds, advertising videos, reels, social media assets, avatar and speaker formats, content systems, landing page/shop-related creative concepts, creative testing variants, consulting, concept development and project management.

Type, scope, formats, number of assets, timelines, cooperation duties, approval steps, prices and terms are set out in the respective offer. Services not expressly agreed are not owed. The Contractor owes professional services, but not a specific commercial success, in particular not specific sales, ROAS values, rankings, conversion rates, platform approvals or other market results.

4. Project Process, Approvals and Acceptance

Projects are generally performed in briefing, concept, production, review and finalization phases. The client appoints a person authorized to make decisions and provides feedback, approvals and required information within the agreed deadlines.

Unless otherwise agreed in the offer, work results are deemed approved or accepted if the client does not submit justified, specific objections in text form within five working days after delivery. Changes of taste, new campaign directions or subsequently changed briefings are considered change requests and may be charged separately.

5. Satisfaction Guarantee and Revisions for Creative Deliveries

For creative deliverables such as AI visuals, product images, advertising motifs, videos, reels, avatar assets and other final creative outputs, unless otherwise agreed in the offer, a satisfaction guarantee applies: The Contractor works with reasonable and generally unlimited revisions within the agreed briefing to ensure that the client is satisfied with the final work results.

The satisfaction guarantee covers adjustments, corrections and variants based on the originally agreed project goal, style, scope, format and briefing. It does not cover new campaign directions, new products, additional formats, additional deliverables, completely changed briefings, subsequent strategy changes, changes to already finally approved content, or services caused by missing or changed cooperation by the client. Such services are considered additional services and may be offered and charged separately.

The Contractor may bundle revisions into reasonable production loops and set appropriate deadlines for feedback and approvals. The satisfaction guarantee does not create a right to a refund of services already performed and offered in accordance with the contract, provided the Contractor remains willing to make improvements within the agreed scope.

6. Client Cooperation Duties

The client provides all information, materials, brand guidelines, product data, image rights, logos, access, approvals and contact persons required for the performance of the services in a timely, complete and lawful manner. The client is responsible for ensuring that content, statements, claims, product promises, brands, logos, images of persons, music, data and other materials provided by the client may be lawfully used.

Delays or additional costs caused by missing, late, incorrect or changed cooperation extend deadlines appropriately and may be charged based on effort. The Contractor is entitled to suspend services until proper cooperation is provided.

7. AI Systems, Third-Party Providers and Technical Requirements

The client acknowledges that external tools, models, software, cloud services, stock/asset providers, platforms and other third-party providers may be used to create AI-assisted content. The Contractor selects suitable means at its professional discretion unless otherwise agreed in the offer.

Third-party providers may change their functions, prices, policies, moderation rules, APIs or availability. The Contractor is not liable for outages, price changes, rejections, blocks or policy changes of third-party providers to the extent these are outside its sphere of influence. Costs for external licenses, tools, media, hosting, advertising budgets or platform fees are borne by the client unless expressly included in the offer.

8. Rights to Work Results and Scope of Use

After full payment, the client receives the usage rights agreed in the offer to the finally approved work results. Unless otherwise agreed, the client receives a simple, temporally and geographically unlimited right of use for use within its own company, on its own websites, shops, social media channels, advertising accounts, presentations and other business communication materials.

Raw data, prompt structures, internal workflows, project files, unfinished drafts, training/system notes, automations, templates, scripts, methods, style systems and interim results not finally approved remain, unless expressly agreed otherwise, the property or trade secret of the Contractor. Delivery of these materials is not owed.

To the extent work results are created using generative AI, legal protectability and exclusivity are governed by the applicable law and the terms of the third-party providers used. The Contractor will not promise the client a broader legal exclusivity than it can effectively grant itself.

9. Legal Review, Product Claims and Publications

Before publication, the client is responsible for having final content reviewed for legal, regulatory, trademark, competition, pharmaceutical, food, financial, youth protection, data protection or industry-specific requirements. This applies in particular to advertising claims, performance promises, before/after presentations, testimonials, price information, product presentations and platform policies.

The Contractor does not provide legal, tax or compliance advice. Any notes from the Contractor do not replace review by qualified advisors of the client.

10. Changes, Additional Services and Retainers

Change requests, additional variants, new briefings, further formats, additional review loops, express processing or services outside the agreed scope may be offered and charged separately. For retainers or ongoing service packages, unused quotas expire at the end of the month unless otherwise agreed in the offer.

11. Remuneration, Payment and Default

Unless otherwise stated, prices are net prices plus legally applicable taxes, duties or withholding deductions. Payments are due in accordance with the offer or invoice. In case of payment default, the Contractor is entitled to suspend services, withhold access, refrain from granting usage rights until full payment and assert statutory consequences of default.

12. Term and Termination

Term, minimum term and notice periods are set out in the respective offer. The right to terminate for good cause remains unaffected. Good cause exists in particular in case of substantial payment default, serious breach of cooperation duties, unlawful use of work results or breach of confidentiality and protection duties.

13. Confidentiality and Reference Use

Both parties treat confidential information of the other party confidentially and protect it from unauthorized access. Statutory disclosure obligations, disclosures to advisors, authorities, courts, banks or insurers, and the exercise of their own rights remain unaffected.

After project start, the Contractor may name the client as a reference using its name, logo and general project description unless the client objects in text form or a different provision has been agreed in the offer. Confidential performance data, unpublished campaigns and internal metrics will not be published without consent.

14. Data Protection and Processing on Behalf

The parties comply with the applicable data protection regulations, in particular the Swiss Data Protection Act and, where applicable, the GDPR. To the extent the Contractor processes personal data on behalf of the client, the parties conclude a separate data processing agreement before the start of the relevant processing, if legally required.

15. Liability

The Contractor has unlimited liability for damages caused intentionally or by gross negligence and to the extent mandatorily required by law. For simple negligence, the Contractor is liable only in case of breach of essential contractual obligations and limited to the typical, foreseeable damage. To the extent legally permissible, the Contractor’s total liability is limited to the net remuneration paid by the client for the affected project in the last three months.

To the extent legally permissible, liability is excluded for lost profits, lost savings, indirect damages, consequential damages, reputational damage, platform rejections, advertising account suspensions, third-party provider outages, data loss outside the Contractor’s area of responsibility, and legal risks arising from content specified or approved by the client.

16. Final Provisions

Substantive Swiss law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is, to the extent permissible, Zug, Switzerland. The Contractor remains entitled to bring claims at the client’s registered office as well.

If individual provisions are invalid or unenforceable, the validity of the remaining provisions remains unaffected. Amendments and supplements to the contract require at least text form unless a stricter form is prescribed by law.