General Terms and Conditions (GTC)

1. Scope of Application

Spherix AG, CH-9000 St. Gallen, operates the AMA website and offers services in the field of AI-powered media production, including AI content creation, AI photo shoots, AI motion videos, avatar creation, and white-label solutions for agencies. Spherix AG undertakes to provide the agreed services in accordance with the specific requirements of each project.

2. Conclusion of Contract

A binding contract between Spherix AG, as the operator of the AMA platform, and the customer, model, or agency comes into effect upon acceptance of a written offer or an order confirmation. Any changes to the contract are only valid if confirmed in writing by Spherix AG.

For online agreements, the contract is deemed concluded once the customer has completed the order process and Spherix AG has confirmed receipt of the order.

3. Performance of Services

Spherix AG fulfils its contractual obligations by providing the agreed services within the specified deadlines.
Delays caused by the customer – such as the late provision of necessary data or approvals – may lead to adjustments in the timelines.

Spherix AG is entitled to engage subcontractors or external service providers to ensure professional and timely execution.

4. Compensation

The customer undertakes to pay the fees specified in the offer or the Spherix AG price list.

  • Advance Payment: After order confirmation, Spherix AG is entitled to request an advance payment (down payment) of 30% of the total cost. This must be paid within 10 days of invoicing in order for production to begin.
  • Remaining Balance: The remaining amount is due within 30 days of invoicing, unless otherwise agreed in writing.

Spherix AG reserves the right to suspend services or withhold deliveries if the advance or further payments are not made on time. For extensive or long-term projects, additional partial payments may be agreed upon.

In the event of payment default, Spherix AG may suspend or cancel the project and claim compensation for services already rendered and any incurred costs.

5. Rights and Obligations of the Contracting Parties

5.1. Obligations of Spherix AG

Spherix AG undertakes to carry out projects with care and professionalism, adhering to Swiss legal and ethical standards. The secure processing of customer data and personal information of models is ensured.

5.2. Obligations of the Customer

The customer assures that all submitted data, designs, and materials are free of third-party rights and provides Spherix AG with the necessary project specifications.
The customer is also responsible for obtaining all legal approvals required for the use of the provided content.

5.3. Obligations of the Model

Models and individuals confirm that there are no contractual restrictions preventing AI avatar creation and that they hold all rights to their likeness.

In addition, a written agreement with Spherix AG is required to be listed on the AMA platform. This agreement governs the collaboration, usage rights, and compensation in accordance with Spherix AG‘s terms and Swiss law.
Without a signed agreement, a model cannot be represented or listed on the platform.

Spherix AG assumes no liability for damages resulting from the use of unauthorized or third-party-protected materials provided by the customer or model.

Spherix AG’s liability is limited to direct damages caused by gross negligence or intent.
Indirect damages such as loss of profit, reputational damage, or consequential losses are excluded.

6. Amendments to the General Terms and Conditions

Spherix AG reserves the right to amend these GTC at any time in order to adapt them to legal requirements or business developments.

Changes will be communicated to customers, models, and agencies and will take effect 30 days after notification, unless a written objection is submitted within this period.

7. Extraordinary Termination

Both parties may terminate the contract without notice for good cause, in particular in the case of:

  • Breach of essential contractual obligations
  • Use of unauthorized materials by the customer or the model
  • Payment default despite reminders
  • Ethical violations or misuse of Spherix AG services contrary to Swiss legal standards

In such cases, Spherix AG may claim reimbursement for services rendered and costs incurred.

8. Applicable Law & Jurisdiction

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

St. Gallen, November 2024