General Terms and Conditions for Software Development and Services

§1 General and Scope

All services provided by ALPEIN Software SWISS AG (hereinafter referred to as "ALPEIN Software") are exclusively based on these terms and conditions. By using the services, these conditions are considered accepted. They also apply to all future business relationships, even if they are not explicitly agreed upon again.

ALPEIN Software reserves the right to change or supplement these general terms and conditions. Typographical errors and mistakes are excepted.
 

§2 Contractor and Client

The contractor is ALPEIN Software. However, ALPEIN Software is entitled to fulfill its obligations towards the client through third parties. The client is the one who commissions the execution of the order, either in writing or verbally, even if the invoice is issued to a third party at their request.
 

§3 Delivery and Performance Time

1. The dates and deadlines specified by ALPEIN Software are non-binding, unless expressly agreed otherwise in writing.
2. All delivery commitments and deadlines are subject to correct and timely self-delivery. Partial deliveries are permitted.
    

§4 Compensation and Due Date

1. ALPEIN Software provides the services agreed upon in the contract at the agreed prices and conditions. Invoicing occurs after the agreed service has been provided or monthly. Monthly services are invoiced in advance for one, four, or twelve months.
2. Payment is due upon delivery of the work. It is payable within 30 days without deduction. Special payment terms must be agreed upon separately. For overdue payments, we charge default interest from the due date at a rate of 5% above the base rate according to OR. If the ordered works are accepted in parts, a corresponding partial payment is due upon acceptance of the part.
3. If an order extends over a longer period (> 2 months) or exceeds an order volume of CHF 10,000, appropriate advance payments must be made, unless otherwise agreed in writing: 1/3 of the total compensation upon order placement, 1/3 after completion of 50% of the work, and 1/3 upon delivery.
4. Withholding of payments or offsetting by the client with any counterclaims is not permitted. The contractor is not obliged to make any further deliveries from ongoing orders until due invoice amounts including default interest are paid. If the client is in default of payment of an invoice, all their liabilities become immediately due, and the contractor may demand cash payment before delivery of the goods for the remaining deliveries.
5. All prices are exclusive of statutory VAT.
    

§5 Third-Party Rights and Creative Freedom

1. The client assures that they are entitled to use all templates and materials handed over to ALPEIN Software. This particularly applies to provided computer data, source codes, and images. If the client is not authorized to use them contrary to this assurance, the client indemnifies ALPEIN Software against all third-party claims for compensation.
2. Creative freedom exists within the scope of the order. Complaints regarding artistic design or technical implementation are excluded. If the client requests changes during or after production, they must bear the additional costs. These will be calculated based on the effort, and ALPEIN Software retains the right to compensation for already started work.
    

§6 Copyright and Usage Rights

1. Every order placed with ALPEIN Software is a copyright contract aimed at granting usage rights to the work results.
2. All drafts, prototypes, finished software products, and all service results are subject to copyright law. The provisions of copyright law apply even if the required level of creativity according to §2 UrhG is not reached.
3. After full payment, the client acquires a non-exclusive, unlimited, and transferable right to use the service results for their purposes. This right includes the authority to modify and edit the service results as necessary for their use.
4. ALPEIN Software has the right under §13 UrhG to be named as the author on the reproduction copies (including websites), even if the usage is passed on / resold to third parties. A violation of the right to name entitles ALPEIN Software to compensation. Without proof of higher damage, the compensation amounts to 50% of the agreed remuneration. The right to claim higher damage with proof remains unaffected.
5. The decision to release copies of the source data lies with ALPEIN Software and is not guaranteed but can be made on a case-by-case basis. All copies of the source data provided are made available without warranty for functionality, compatibility, or integrity. ALPEIN Software commits to executing the work carefully and to the best of its knowledge and belief but does not make any assurances regarding specific performance characteristics. There is creative freedom.
6. ALPEIN Software may use project information and results partly as references and make them publicly accessible, especially on the internet. Clients have the right to object in writing.
7. The rights to the content and information provided by the client remain with the client or the respective rights holders.
    

§7 Liability

1. ALPEIN Software undertakes to execute the order with the utmost care, particularly to handle the provided templates, documents, materials, etc., carefully. ALPEIN Software is liable for damages only in cases of intent and gross negligence. Compensation beyond the material value is excluded.
2. In the case of data transmission via the internet, ALPEIN Software is not liable for damages to data caused by the transmission (corrupted files), viruses, or improper further processing (conversion or coding errors) - nor for any resulting consequential damages of any kind. This particularly applies to email transmissions.
3. By approving drafts, prototypes, or finished software products, the client assumes responsibility for the accuracy of text and images. ALPEIN Software is not liable for approved drafts, texts, or finished products by the client.
4. ALPEIN Software is not liable for the competitive and trademark legal admissibility and registrability of the works. The client is responsible for verification unless otherwise agreed in writing.
5. If ALPEIN Software only supplies data sets for further processing, it is only liable up to their transfer. The client must check the data and approve them before passing them on to third parties or using them within the scope of the usage agreement. This passing on is the client's responsibility. ALPEIN Software is not liable for damages caused by the use of these data or in a production process commissioned by the client.
6. Complaints of any kind must be made in writing to ALPEIN Software within 30 days of delivery of the work. After this period, the work is considered accepted without defects.
    

§8 Search Engine Entry

1. When registering a website/URL with search engines or internet directories under a contract with ALPEIN Software, ALPEIN Software cannot guarantee that the registered page will be included in all search engines/internet directories. The operators of the respective search engines decide whether and when the page will be published or found in the search engine. ALPEIN Software's claim for remuneration remains unaffected by this.
    

§9 Place of Fulfillment and Jurisdiction

1. The place of fulfillment for delivery and payment is the supplier's location.
2. For all legal disputes arising from the contractual relationship and the validity of the contract, the court at the contractor's location has exclusive jurisdiction. Swiss law applies to the legal relationships and the general terms and conditions.
    

§10 Severability Clause

1. If a provision of these general terms and conditions is found to be invalid or unlawful by a court, including due to changes in law, the validity of the remaining contractual provisions shall not be affected. A provision that most closely reflects the intent of the invalid provision and is effective shall replace the invalid provision. This also applies to regulatory gaps.
    

As of: 01.10.2023