General Terms and Conditions

Spherix AG, CH-9000 St.Gallen, as the operator of the AMA platform, offers services in the field of AI-driven media production, including but not limited to AI photo shoots, motion videos, Human DNA AI avatar creation, and white-label solutions for agencies. Spherix AG commits to delivering services in line with the agreed project specifications

Formation of Contract

A binding contract between Spherix AG, as the operator of the AMA platform, and the client, model, or agency is established upon acceptance of a written offer or order confirmation. Modifications to the contract are valid only if confirmed in writing by Spherix AG. For online agreements, the contract is deemed valid once the client completes the order process and Spherix AG acknowledges the receipt of the order.

Fulfillment of Services

Spherix AG fulfills its contractual obligations by delivering the agreed-upon services within the specified timeline. Any delays caused by the client, such as late provision of necessary data or approvals, may result in adjusted deadlines. Spherix AG retains the right to involve subcontractors or external service providers to ensure timely and professional delivery.

Compensation

The client agrees to pay the fees specified in Spherix AG’s offer or price list. Upon confirmation of the order, Spherix AG is entitled to request an advance payment (A-Konto) of 30% of the total agreed project cost. This payment must be made within 10 days of receiving the invoice to initiate production. The remaining balance is due within 30 days of the final invoice following project completion, unless otherwise agreed in writing.

Spherix AG reserves the right to suspend services or deliverables if the advance payment or subsequent payments are delayed. For large-scale or extended projects, Spherix AG may propose additional installment payments, which will be outlined in the contractual agreement.

Failure to comply with payment terms may result in project suspension or cancellation, with Spherix AG retaining the right to claim compensation for work already performed and costs incurred.

Rights and Obligations of the Parties

  • Spherix AG’s Obligations: Spherix AG commits to executing projects with diligence and professionalism, adhering to Swiss legal and ethical standards. Spherix AG guarantees the secure handling of client data and models’ personal information.
  • Client’s Obligations: Clients must ensure that all provided data, designs, and materials are free from third-party rights and provide Spherix AG with clear project specifications. Clients are responsible for securing permissions for the use of all materials.
  • Model’s Obligations: Models must confirm that they have no contractual restrictions preventing the creation of Human DNA AI avatars and guarantee that they hold all necessary rights for their likeness. Additionally, a written agreement with Spherix AG is a prerequisite for being listed on the AMA platform. This agreement outlines the terms of collaboration, usage rights, and compensation, ensuring compliance with Spherix AG’s policies and Swiss legal standards. Models without a signed agreement cannot be featured or represented on the platform.

Spherix AG is not liable for damages arising from the use of unauthorized or third-party-owned materials provided by the client or model.

Liability is limited to direct damages caused by gross negligence or willful misconduct on the part of Spherix AG. Spherix AG is not liable for indirect damages, including but not limited to loss of profits, reputational harm, or consequential damages.

Amendments to the General Terms and Conditions

Spherix AG reserves the right to amend these GTC at any time to reflect changes in legal requirements or business practices. Updated terms will be communicated to clients, models, and agencies and will take effect 30 days after notification unless objected to in writing within this period.

Extraordinary Termination

Either party may terminate the contract without notice for cause, including but not limited to:

  • Breach of material contractual obligations.
  • Use of unauthorized materials by the client or model.
  • Non-payment by the client despite reminders.
  • Ethical violations or misuse of Spherix AG’s services that conflict with Swiss legal standards.

Spherix AG reserves the right to claim reimbursement for services rendered and costs incurred up to the date of termination.

Governing Law and Jurisdiction

These GTC are governed by Swiss law. The exclusive place of jurisdiction is St.Gallen, Switzerland.

St.Gallen, November 2024