TERMS AND CONDITIONS
1. OFFER AND CONTRACT
1.1 The present General Terms and Conditions (GTC) govern the relationship between ALPEIN Software SWISS AG, Obergass 23, CH-8260 Stein am Rhein (hereinafter referred to as ALPEIN), and its customers. Deviations from this contract must be in written form to be valid.
1.2 The current offers with prices are published on the website. The customer will be informed in a timely manner if ALPEIN changes its offers and prices. The contract will continue under the old conditions and prices until the end of the next notice period. If the contract is not terminated, the contract will be transferred to the new conditions and prices of the offer which most closely corresponds to the previous contract.
1.3 The contract shall come into being when ALPEIN confirms to the customer in writing or digitally, e.g. by email.
2. OBJECT OF THE AGREEMENT
The object of the present Agreement is as follows:
The product SWISS SECURIUM® product is a secure and protected platform for encrypted communication, cooperation and data exchange (software suite).
The platform combines the following services:
Tap-proof phone calls
Encrypted instant messenger
Ist own email service
Simple data exchange
Convenient password manager
The servers are located in a well-guarded swiss data centre and thus offer the security of the highest level.
These licensing, use and operating conditions (the Agreement) apply to all Service Provider’s agreements and services of ALPEIN Software SWISS AG. This Agreement also applies to contract extensions, even if it is not agreed again explicitly.
3. CONTRACTUAL OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider shall provide the software suite to the Customer. Depending on the service version, it may also provide software components to the Customer on site at the Customer's location. The Service Provider undertakes to hold the electronic data transferred from the Customer's location on specially protected servers.
All software components and detailed technical manuals are available at any time in the Management Tool “Controlium” under the menu point "Download" and they are part of this Agreement.
In particular, Service Provider shall take all technical and organisational measures that are required by Swiss data protection law (especially Article 9 VDSG [Ordinance to the Federal Act on Data Protection]; SR 235.11), that correspond to the state of the art and that are based on applicable international norms and standards (e.g. ISO 27001). Service Provider shall save data transferred by the Customer in such a way that they can be restored seamlessly at any time (as long as the MasterKey remains available; cf. Section 5).
4. CONTRACTUAL OBLIGATIONS OF THE CUSTOMER
The Customer agrees to pay the service fee before the start of each service period (credit card payment) or thirty (30) days after invoicing without any deductions or the possibility of offsetting. The Customer expressly confirms that it waives any objection of set-off defence the Service Provider.
Furthermore, it undertakes to download the necessary Service Provider’s software components and to install and integrate them into its IT infrastructure on its own responsibility. It is advisable to make a backup of the entire data inventory regularly and to make periodic backups. Without written agreement, Service Provider is not responsible for making a backup.
It is the Customer's responsibility to provide an Internet connection in compliance with the selected scope of service.
The Customer expressly undertakes to ensure that its data contain no illegal content or content relevant under criminal, civil or public law.
The storage of the access data is the Customer's responsibility.
5. ENCRYPTION OF THE CUSTOMER DATA
The service includes encryption of the Customer data to protect them from being viewed by the Service Provider and third parties. The Customer is the exclusive owner and is solely responsible for all Service Provider’s access data. It is not possible for the Service Provider to recreate lost access data (password etc.), and it is recommended storing all access data in physical form at two secure, independent locations (e.g., with a trustee, a bank and/or a lawyer). Furthermore, a periodic functional check of all access data is recommended. THE CUSTOMER ACKNOWLEDGES THAT WITHOUT THE MASTERKEY ITS CUSTOMER DATA CAN NO LONGER BE MADE READABLE AND LOSS OF THE ENCRYPTION KEY RESULTS IN PERMANENT LOSS OF ALL CUSTOMER DATA STORED BY THE SERVICE PROVIDER!
6. START, TERMINATION AND TRANSFER OF AGREEMENT
This Agreement becomes effective when its terms are consented to electronically or it is signed in writing. The term of the Agreement is one year (term of Agreement) unless otherwise agreed. At the end of the first term of Agreement and at the end of each year thereafter, it is implicitly renewed for a further year. The notice period for termination is 3 months. The Customer may terminate the contractual relationship at any time in the first 30 days (trial month) once.
The data shall remain on the Service Provider’s systems for 30 days after termination of the Agreement. After these 30 days have passed, the Customer data shall be fully deleted from all Service Provider’s systems.
The Service Provider expressly provides a warranty of a high service availability of at least 99.7% per year (on the basis of 365 days x 24 hours with the exception of technology and Internet access at the Customer location). The Service Provider can remedy a correctly reported fault through immediate elimination, circumvention or re-delivery at its own discretion.
The Service Provider excludes all liability insofar as legally possible and permissible (also applies to third parties). Since Service Provider has no access to Customer infrastructure and the Customer data are also completely encrypted, Service Provider's monitoring and warning options are severely limited. The Customer is therefore solely responsible for this.
9. OWNERSHIP AND COPYRIGHT
The Service Provider retains full ownership and/or other rights to its own software as well as the systems and services at all times. The Customer does not obtain any material rights (ownership, pledge or lien) to any components supplied by the Service Provider and waives any such rights. The Customer solely obtains the right to use the software suite.
The Service Provider retains the ownership, copyrights, trademark and/or licence rights to software and hardware components, marks, logos, websites and other documents and data of Service Provider exclusively. The Customer is not entitled to modify, copy or reverse engineer the software, in full or in part, to decompose it into components, lease, sell or pledge it, to derive the source code in another way, to use the software as a basis for creating other software programs or derived works or to use it in any other manner that could infringe the rights of the Service Provider or third parties.
The Service Provider is entitled to use general ideas, concepts and procedures it has developed in the course of devising the Service Provider’s service for the Customer alone or together with Customer personnel for the same or similar projects with third parties.
The data stored by the Customer under this Agreement on any hardware or software components of the Service Provider belong solely and exclusively to the Customer. At no time does the Service Provider obtain any proprietary or intellectual property claims to these data. The Customer can – even during the term of this Agreement – demand immediate transference of all data at any time (together via remote recovery in exchange for reimbursement of expenses) and, in the event of cancellation of the Agreement by the Service Provider, demand a written declaration that no Customer data continue to be stored by the Service Provider any longer in any form on any media whatsoever.
10. FURTHER CONTRACTUAL TERMS
Brochures, catalogues and digital documents (e.g., general information on the Internet or provided per email) are not binding without an explicit agreement to the contrary. Information in technical documents is only binding if it is expressly guaranteed.
All Service Provider’s offers, as long as they are clearly indicated as such, are valid for 30 days unless a different deadline is agreed. As a general rule, the prices are understood to exclude value added tax and to be in Swiss Francs or a foreign currency stipulated contractually in writing. The Swiss value added tax of 7.7% shall be charged to contracting parties from Switzerland (CHF).
Unused or only partially used services shall not be refunded. The payment conditions differ according to the corresponding contract.
The Customer declares its consent to the electronic transmission of its data encrypted by the Service Provider via a public network infrastructure (Internet). The Customer bears the risk of any data loss during transport. The responsibility of the Service Provider for the data begins upon receipt of the data on its servers and ends upon release of the data from them.
The Service Provider undertakes to respect the special legal confidentiality requirements (attorney-client privilege, medical confidentiality, professional secrecy and official secrecy) and ensure compliance with them by all its employees through corresponding written confidentiality declarations.
Should one provision of this Agreement be or become ineffective, this shall not affect the remaining provisions. In place of the ineffective provisions, substitute provisions shall apply corresponding to the purpose of the Agreement, or at least approaching this, that the parties would have agreed in order to achieve the same economic result if they had been aware of the ineffectiveness of the provision. The same applies to incompleteness of the provisions. Any side agreements, guarantees and amendments are only binding for the Service Provider after explicit written or electronic confirmation.
The legal relationship is subject to Swiss law with the exclusion of any conflict-of-law rules. The place of jurisdiction is the ordinary courts in the Canton of Zürich (Switzerland)