ALSEC Cyber Security Consulting AG
Ob der Steig 18, 5082 Kaisten, Switzerland
[email protected] | +41 62 874 30 00

1.1 These General Terms and Conditions (GTC) govern the conclusion, content, and execution of contracts between the parties “Service Recipient” and “ALSEC,” hereinafter referred to as “Contractual Partners,” for all types of services in the field of information technology and telecommunications (ICT) as well as operational technology (OT). These GTC govern services under contracts for work and services, contracts for work, and contracts of sale and hire, including but not limited to software licensing, the purchase, maintenance, and servicing of hardware and software, support, services for the development, adaptation, introduction, and operation of applications, outsourcing, online services, and communication services.
1.2 ALSEC refers to these GTC in its offer. By accepting the offer, the service recipient acknowledges the applicability of these GTC. They also apply to all future contractual relationships, even if this is not expressly stated in supplementary agreements.
1.3 Deviations from these GTC must be expressly designated as such in the offer. They must be mentioned in writing in the contract document in order to be valid.
1.4 ALSEC has the right to unilaterally amend the GTC. Subsequent changes or additions to these General Terms and Conditions shall become part of the contract if the client does not object within 30 days of becoming aware of the amended General Terms and Conditions. 
1.5 In the event of contradictions between these General Terms and Conditions and the contract, these General Terms and Conditions shall take precedence, unless a change to these General Terms and Conditions has been expressly agreed in the contract.
1.6 In the event that individual provisions of these GTC should be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and purpose.

2.1 In the event of contradictions between the components of the contract, the contract document shall take precedence over the provisions of these GTC, which in turn shall take precedence over the offer, and the offer shall take precedence over the specifications. Deviating provisions expressly agreed upon by the contracting parties in the contract document remain reserved.

3.1 The offer, including presentations, is made free of charge.
3.2 If the offer deviates from the request for quotation or from the tender documents of the service recipient, ALSEC shall expressly point this out.
3.3 Unless otherwise specified in the request for quotation or in the tender documents, ALSEC shall remain bound by the offer for 30 days from the date of submission.
3.4 Until the contract document is signed or the offer is accepted in writing (order) by the service recipient, the parties may withdraw from the contract negotiations without financial consequences. ALSEC's commitment to its offer in accordance with section 3.3 remains reserved.
4.4. All documents and samples provided with the offer remain the property of ALSEC.
4.5. Without the prior written consent of ALSEC, the offer documents may not be made available to third parties for inspection or passed on to them in any form, in particular not to competitors of ALSEC.

4.1 The type, scope, and characteristics of the products and services are specified in the contract document. This document may refer to other documents.
4.2 The transfer of benefits and risks shall take place upon acceptance of the service or delivery by the service recipient at the place of performance (clause 22).

5.1 The contracting parties shall immediately notify each other of any circumstances within their sphere of influence that jeopardize or could jeopardize the fulfillment of the contract.
5.2 Services shall be performed using recognized methods and current standards and in accordance with the instructions issued by the service recipient in accordance with the contract.
5.3 ALSEC shall regularly inform the service recipient of the progress of the work and, in case of uncertainty, shall obtain the necessary specifications from the service recipient.

6.1 ALSEC shall only engage subcontractors with the written consent of the service recipient. The service recipient may not refuse consent without good cause, whereby reasons subject to official or professional secrecy shall not be disclosed. ALSEC shall remain responsible to the service recipient for the provision of services.

7.1 ALSEC shall provide the service recipient ─ if a joint inspection is contractually stipulated, prior to the inspection ─ with the installable and operable installation and operating instructions necessary for the performance of the contract or for operation in a form that is readable and editable by the service recipient. The service recipient may request the delivery of documentation for technical maintenance in the request for quotation or in the tender documents. Unless otherwise specified in the contract document, the documentation shall be delivered in the contract language or in English.
7.2 For applications that relate to accounting or must be audit-proof for other reasons, the service recipient's audit bodies shall be granted access to the system documentation.
7.3 The service recipient may copy and use the documentation for contractual purposes.
7.4 If ALSEC has to remedy defects, it shall update the documentation as necessary at no additional cost.

8.1 ALSEC shall provide instruction to the service recipient's personnel to the agreed extent.
8.2 ALSEC shall also provide the instruction agreed in accordance with Section 8.1 at no additional cost within the scope of the warranty.

9.1 The service recipient shall provide ALSEC with all specifications from its area that are necessary for the fulfillment of the contract in a timely manner.
9.2 The service recipient shall grant the service provider the necessary access to its premises and, if agreed, shall provide the necessary infrastructure for the performance of the service.
9.3 The service recipient is obliged to take appropriate organizational and technical security measures within the scope of its areas of responsibility, in particular to protect its IT systems, end devices, user accounts, and networks. ALSEC shall not be liable for any damage resulting from a breach of these cooperation obligations.
9.4 Any further cooperation on the part of the service recipient shall be agreed in individual cases in the contract document.
9.5 If the service recipient is unable to fulfill its contractual obligation to cooperate, this may result in ALSEC being unable to provide its services or only being able to do so at increased expense, or other negative consequences may arise. Any consequences of a breach of the obligations to cooperate shall be borne by the service recipient and will be invoiced separately (e.g., additional expenses incurred by ALSEC).

10.1 ALSEC provides its services at fixed prices (unit prices, quantity/volume-based, time-dependent prices, flat rates, fixed work prices) or on a time and material basis with an upper limit on remuneration (cost ceiling). It specifies the cost types and cost rates in its offer.
10.2 If ALSEC provides services on a time and material basis, it shall deliver a report signed by the responsible person at the service recipient together with the invoice. The report shall list the services and expenses of each person employed per day. If it becomes apparent that the cost ceiling will be exceeded, ALSEC shall immediately inform the service recipient in writing, stating the reasons. ALSEC remains bound by the cost ceiling. 
10.3 The remuneration covers all services necessary for the proper fulfillment of the contract. The remuneration covers, in particular, installation and documentation costs, training costs, expenses, license fees, packaging, transport, and insurance costs, as well as public charges applicable at the time of signing the contract (e.g., VAT) and the advance recycling fee, which may be shown separately.
10.4 Invoices shall be issued after performance or, if provided for in the contract, after acceptance of the invoiced services. Invoices are payable within 30 days of receipt. This is subject to any deviating agreements in the contract document, in particular any payment plan.
10.5 If partial payments (advance payments and installment payments) are agreed, the service recipient may require ALSEC to secure the amount in a suitable manner (e.g., by means of a bank guarantee).
10.6 Adjustments to remuneration, namely fixed prices, expense rates, and cost ceilings, during the term of the contract shall only be made if this is specified in the contract document.
10.7 Unless otherwise agreed, prices are quoted in Swiss francs (CHF).
10.8 If the service recipient fails to meet the payment deadline(s), default interest at the statutory rate shall be payable from the due date without a reminder (Section 15.5).
10.9 Until the remuneration has been paid in full, all products shall remain the unrestricted property of ALSEC. (Section 15.6)

11.1 ALSEC shall inform the service recipient of any improvements and further developments that, for technical or economic reasons, make a change to the services appear appropriate. It shall also inform the service recipient of the consequences of a change to the services on the existing infrastructure and the readability of data.
11.2 Both contracting parties may request changes to the agreed services in writing via the responsible persons (see Section 14.2). If this is expected to have an impact on costs or deadlines, the service changes must be offered within a timeframe to be agreed between the contracting parties. This offer shall include an assessment of feasibility, a description of the necessary additional services, and the consequences for the services, in particular with regard to costs and deadlines. It shall indicate whether the provision of services should be interrupted in whole or in part until a decision on the implementation of the change has been made and how such an interruption would affect remuneration and deadlines. ALESEC shall only receive remuneration for such offers if this has been expressly agreed.
11.3 Unless otherwise agreed, ALSEC shall continue its work in accordance with the contract while reviewing proposed changes.
11.4 The change in services and any adjustments to remuneration, deadlines, and other contractual points shall be recorded in writing in an addendum to the contract document prior to implementation. The adjustment of remuneration shall be calculated according to the rates applicable at the time the change was agreed. For the agreement of changes that have no influence on costs, deadlines, and quality, the signing of a change protocol by the responsible persons of the service recipient and ALSEC shall suffice.

12.1 ALSEC warrants that its offer and services do not infringe any third-party property rights. For its part, the service recipient warrants that the resources it provides to ALSEC are free of third-party rights.
12.2. If a third party asserts claims in connection with the respective subject matter of the contract due to infringement of property rights (e.g., patents or licenses), the service recipient must inform ALSEC immediately and in writing. The service recipient shall not take any significant legal action without the prior written consent of ALSEC. ALSEC shall then defend against such claims at its own expense and risk, provided that the infringement of property rights is not attributable to the service recipient's use of ALSEC's services in breach of contract. The service recipient shall transfer to ALSEC, to the extent possible under the applicable procedural law, the conduct of any legal proceedings and the taking of appropriate measures for the judicial or extrajudicial settlement of the legal dispute. ALSEC reserves the right to seek recourse against the service recipient in any case.
12.3 The above obligation shall not apply if the infringement of property rights is based on a concept originating from the service recipient or is attributable to the fact that the subject matter of the contract was modified by the customer or operated together with items not supplied by the supplier.
12.4 If one party is responsible for the infringement of third-party property rights, it shall compensate the other party for the resulting damage.
12.5 If a lawsuit is filed for infringement of property rights or a precautionary measure is requested, ALSEC may, at its own expense, at its discretion, either obtain the right for the service recipient to use the services free of any liability for infringement of property rights or adapt the services or replace them with others that meet the contractual requirements in an equivalent manner. If these options are not available, ALSEC shall refund the remuneration paid for the unusable service, less a pro rata amount for the use of the service already made in relation to the total term (of the service) or the usual use (of the product). If the service recipient cannot reasonably be expected to use the remaining services that are not affected by the property rights of third parties, they may demand reimbursement for all services and terminate the contractual relationship in its entirety. ALSEC's liability for any damages in accordance with Section 17 remains reserved.

13.1 The contracting parties undertake to treat all facts and data that are not public knowledge or generally accessible as confidential and to exercise the same care as they would with their own business secrets. This obligation shall also be imposed on third parties involved. In case of doubt, facts and data shall be treated as confidential. The confidentiality obligations shall apply even before the conclusion of the contract and also after the termination of the contractual relationship or after the performance of the agreed services. This shall not affect any statutory and judicial disclosure and information obligations or the protection of interests vis-à-vis insurers and legal advisors.
13.2 ALSEC may disclose the fact and the essential content of the request for quotation to potential subcontractors, but must otherwise treat the request for quotation as confidential.
13.3 ALSEC is permitted to disclose information and data relating to customer contact management within its own network with regard to the following data: name and address of the service recipient, contact persons, description of services, fee amount, etc. Advertising and publications relating to project-specific services require the prior written consent of the contractual partner, as does the naming of the contractual partner as a reference.
13.4 If a contracting party or a third party involved by it violates the above confidentiality obligations, the violating contracting party shall owe the other contracting party a contractual penalty, unless it can prove that neither it nor any third parties involved are at fault. This shall amount to 10% of the total remuneration per case, but no more than CHF 50,000 per case[DS1]. Payment of the contractual penalty does not release the party from its confidentiality obligations. Claims for damages in accordance with general liability principles (OR 97 ff.) or section 17 remain reserved; the contractual penalty shall be offset against any damages to be paid.
13.5 ALSEC undertakes to ensure that it and its personnel comply with the operational, technical, and security-related regulations of the service recipient, in particular the access guidelines, access requirements for systems, etc., provided that these are communicated to ALSEC in writing prior to the conclusion of the contract or agreed upon subsequently.
13.6 Applicable data protection and security regulations (in particular the Swiss Federal Act on Data Protection) as well as the provisions on official and professional secrecy (Art. 320 and 321 of the Swiss Criminal Code) must be observed by the contracting parties. In particular, ALSEC is obliged to process personal data from the service recipient that has been passed on to it or made available to it only to the extent and exclusively for the purposes necessary for the fulfillment of the contract.
13.7 ALSEC's providers of auxiliary services or subcontractors who are called upon to provide the service may process personal data relating to the service recipient and/or its employees (financial data and personal data) in Switzerland and abroad. ALSEC shall take appropriate precautions with regard to confidentiality and data protection. The service recipient expressly confirms such storage and transmission as well as such access and, where necessary, gives its consent.
13.8 ALSEC is obliged to take the technical and organizational measures necessary to ensure data protection and information security as required by law, administrative directives, supervisory orders, and/or contracts applicable to the service recipient insofar as they relate to the services provided by ALSEC. ALSEC shall document these measures and make this documentation available to the service recipient.
13.9 ALSEC is obliged to inform the service recipient immediately if it becomes aware or suspects that information it processes for the service recipient has been subject to unauthorized access, passed on to unauthorized third parties, lost or damaged, or has been or could be processed in any other way that is illegal or contrary to the contract. ALESEC must also immediately take the necessary immediate measures to secure the data and prevent or minimize any possible adverse consequences.
13.10 The service recipient is entitled to verify compliance with the information security requirements after giving prior written notice and while maintaining confidentiality and observing reasonable deadlines. Such checks shall be carried out at most once a year, during normal business hours and to a reasonable extent.
13.11 Upon termination of the contract, ALSEC shall transfer or destroy any data (including any copies) that it has processed for the service recipient, subject to other provisions in the contract, in accordance with the express instructions of the service recipient. The destruction of data must be documented by ALSEC and a copy of the relevant supporting documents must be sent to the service recipient without being requested.
13.12 The service recipient guarantees to ALSEC (i) that the personal data transmitted to ALSEC has been collected lawfully; (ii) that the intended data processing is permissible; (iii) that it has fulfilled all applicable legal obligations with regard to the processing, and (iv) that it has obtained the necessary consent from the persons concerned and has made all legally required registrations. The service recipient shall compensate ALSEC for any damage incurred as a result of claims asserted in connection with the customer's failure to comply with the above representations and warranties.
13.13 The parties may enter into deviating or supplementary agreements in the contract and conclude further contractual arrangements, e.g., confidentiality agreements or agreements on commissioned data processing.

14.1 ALSEC shall only use trustworthy, carefully selected, and well-trained personnel to perform the services, even if these are only ancillary services. At the request of the service recipient, it shall replace, within a reasonable period of time, any persons who, in the opinion of the service recipient, do not have the necessary expertise or otherwise impair the fulfillment of the contract.
14.2 The contracting parties shall agree on the project organization and designate the persons responsible for it.
14.3 In cases where the service recipient considers there to be an increased need for protection (e.g., personal data), it may require ALSEC to provide documentation on further checks regarding the employees it employs (e.g., criminal record extract). Details shall be regulated in the contract.

15.1 The contracting parties shall be in default without further notice if they fail to meet the deadlines agreed in the contract document as grounds for default; in the case of other deadlines, they shall be in default after a reminder has been issued and a reasonable grace period has been granted.
15.2 If ALSEC is in default, the service recipient may, if performance has still not been completed in full after the expiry of a reasonable grace period set for ALSEC, at its discretion:
• insist on subsequent performance by ALSEC and, if ALSEC is at fault, claim compensation for the damage resulting from the non-contractual performance, or, in the case of services under a contract for work and services, carry out a substitute performance at ALSEC's expense, either itself or with the assistance of a third party, in which case ALSEC shall surrender to the service recipient those documents and materials (including the source code) which were specifically developed for the latter in accordance with the contract or for which surrender was specifically agreed (e.g., within the framework of an escrow arrangement), or
• waive subsequent performance of the contract and, in the event of fault on the part of ALSEC, claim compensation for the damage resulting from non-performance, or
• waive subsequent performance of the contract and rescind the contract in whole or in part retroactively to the date of conclusion of the contract, with reversal of the mutual services rendered to date that are affected by the rescission, and, in the event of fault on the part of ALSEC, claim compensation for the damage incurred by the service recipient as a result of the contract becoming void. In the case of permanent contracts, retroactive termination of the contract shall be replaced by extraordinary termination of the contract with immediate effect. 
15.3 If ALSEC is in default, it shall owe a contractual penalty in respect of the dates specified in the contract document, unless it can prove that neither it nor any third party commissioned by it is at fault. This penalty amounts to 1 per mille per day of delay, but no more than 10% of the total remuneration for the relevant contract in the case of one-off services or the remuneration for 12 months in the case of recurring services. The contractual penalty shall also be payable if the services are accepted without reservation or if the service recipient makes use of the legal remedies referred to in the above clause. Payment of the contractual penalty does not release ALSEC from its other contractual obligations. Claims for damages by the service recipient in accordance with section 17 remain reserved; the contractual penalty shall be offset against any damages to be paid.
15.4 If the service recipient fails to meet the payment deadline(s), interest on arrears at the statutory rate shall be payable from the due date without a reminder (section 10.8). In addition, reminder fees of CHF 40.00 for the first reminder and CHF 80.00 for the second and all subsequent reminders shall be charged.
15.5 In the event of non-payment of an interim invoice, ALSEC shall be released from its obligation to provide further services. Until full payment has been made, all products shall remain the unrestricted property of ALSEC. (Section 10.9)
15.6 ALSEC also reserves the right to proceed in accordance with the general rules of the Swiss Code of Obligations, in particular Art. 102 CO and Art. 107 ff. CO. 

16.1 ALSEC warrants that the products it delivers and the services it provides under the contract for work and services have the agreed characteristics, as well as those characteristics which the service recipient may expect in good faith, even without a special agreement, according to the state of the art at the time of conclusion of the contract (unless otherwise specified in the contract).
16.2. Defects and malfunctions for which ALSEC is not responsible are excluded from the warranty, in particular those resulting from force majeure, improper handling by the service recipient, unsuitable operating materials, or excessive strain, etc.
16.3. The supplier's warranty shall not apply if the service recipient is at fault, in particular if it or third parties make unauthorized interventions in the delivered products or change the conditions of use of the products.
16.4. ALSEC's warranty also excludes damage resulting from the service recipient's failure to fulfill its contractual obligations, damage resulting from any test operation or the recovery of data, as well as indirect and consequential damage, in particular loss of profit or third-party claims against the service recipient.
16.5. The above limitations and exclusions of warranty shall also apply mutatis mutandis to subcontractors.
16.6 If there is a defect, the service recipient may demand rectification free of charge or make a deduction from the remuneration corresponding to the reduced value. ALSEC shall remedy the defect within a reasonable period of time and bear all costs incurred as a result.
16.7 If ALSEC has not remedied the defect as requested, or has not done so in a timely manner or successfully, the service recipient may make a deduction from the remuneration corresponding to the reduced value. In the event of significant defects, it may instead proceed in accordance with Section 15.2.
16.8 Defects must be reported within 30 days of delivery. If the defect is not reported within this period, the products shall be deemed to be free of defects in all functions and the delivery shall be deemed to have been accepted without reservation. Warranty rights shall expire one year after delivery or acceptance. After the rectification of reported defects, the periods for replacement parts shall start to run again. Defects that have been fraudulently concealed can be claimed for ten years from delivery or acceptance.
16.9 Services provided after the expiry of the warranty period shall be subject to a fee and shall be provided at standard market conditions.
16.10 Deviating warranty provisions, such as warranty services for third-party products or the agreement of service levels (e.g., for operating, response, and repair times and/or regarding availability in connection with maintenance, care, support, outsourcing, online, or communication services), as well as the consequences of non-compliance (e.g., contractual penalties/ credits, extraordinary termination) shall be regulated in the contract document or in supplementary documents (Section 4.1).

17.1 ALSEC shall be liable exclusively for damages caused by it or its vicarious agents or subcontractors through intent or gross negligence.
17.2 To the extent permitted by law, liability for lost profits is excluded.
17.3. The supplier shall only be liable for damages resulting from a successful cyberattack, data leak, or other IT security incidents if it caused the incident through gross negligence or intent. Liability for indirect damage, consequential damage, or loss of profit is excluded to the extent permitted by law.
17.4 The service recipient remains responsible for maintaining its own security measures, in particular in the area of user, access, and network control, unless expressly assumed by the supplier.

18.1 ALSEC guarantees the service recipient the delivery of replacement parts or products for hardware for at least five years from delivery or acceptance of the initial delivery. Any deviating period must be specified in the contract document.
18.2 ALSEC offers the service recipient continued maintenance and/or servicing of the delivered hardware and software for at least four years after expiry of the one-year warranty period for the initial delivery. Any maintenance and servicing work shall be contractually regulated in accordance with market conditions at and after the service recipient's request.

19.1 The contracting parties shall stipulate in the contract which operating resources, data, and documents provided within the framework of the contractual relationship are to be returned to the other contracting party or destroyed upon termination of the contractual relationship and within what period of time.
19.2 Upon termination of the contract, regardless of the legal grounds, ALSEC shall support the service recipient, as necessary and in return for reasonable remuneration, in instructing any new provider, in returning or transferring the data that ALSEC has processed for the service recipient to the service recipient or to a new provider (in the agreed format or a common format that can be reused by the service recipient), as well as in the return or transfer of the hardware and software that ALSEC has operated for the service recipient, including the provision of current, electronically editable versions of documentation created by ALSEC in connection with this in accordance with the contract.

20.1 Unless otherwise specified in the contract, the processing of data carried out by ALSEC on behalf of the service recipient shall take place in Switzerland and in accordance with Swiss law.

21.1 Rights and obligations arising from the contractual relationship may not be assigned, transferred, or pledged to third parties without the prior written consent of the other party. The service recipient will only refuse to consent to the assignment and pledging of claims by ALSEC in justified cases.
21.2 Upon delivery, ALSEC shall assume the service recipient's obligations arising from import certificates, if and to the extent that this is contractually stipulated.

31.1 If a contract (e.g. for maintenance/care, support, outsourcing, online services, communication services) is concluded for an indefinite period, it may be terminated at any time, subject to any agreed minimum contract term. Subject to an agreement on the adjustment of the remuneration, the termination may also extend to individual parts of the contract only. Unless otherwise stipulated in the contract, the notice period is three months.
31.2 Prepaid remuneration shall be refunded pro rata temporis.
31.3 Contracts concluded for a definite or indefinite period may be terminated at any time without notice in the event of a serious breach of contract by the other party. In this case, remuneration shall be calculated pro rata temporis, in the case of one-off remuneration on a pro rata basis over a period of 60 months of service. Claims for damages remain reserved.
31.4 If necessary, further terms and conditions for the termination of the contract shall be agreed.

22.1 The place of performance for ALSEC's services is the location agreed in the contract document or, in the absence of such a location, the address of the service recipient.

23.1 Unless otherwise specified in the contract, Swiss law shall apply exclusively to the contractual relationship.
23.2 The provisions of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on April 11, 1980) are excluded.
23.3 The place of jurisdiction is the registered office of ALSEC, unless otherwise specified in the contract.

24.1 Rights to work results
24.1.1 The rights to the work results created by ALSEC in fulfillment of the contract are transferred to the service recipient upon creation. This includes, in particular, concepts, documents, evaluations, etc. created by ALSEC within the framework of a contractual relationship. Both contracting parties are entitled to use and dispose of legally unprotected ideas, processes, and methods underlying the work results.
24.1.2 Third-party products and pre-existing rights of ALSEC remain unaffected by this provision, unless they are an integral part of the work results created. In such a case, ALSEC grants the service recipient a temporally unlimited, non-exclusive, transferable right of use for its own purposes to the pre-existing rights. Contractual provisions to the contrary remain reserved.
24.2 Rights to custom software
24.2.1 The exclusive rights to the custom software produced by ALSEC specifically for the service recipient, including source code, program descriptions, and documentation, regardless of whether these are in written or machine-readable form, shall be transferred to the service recipient upon creation. Both contracting parties retain the right to use and dispose of ideas, processes, and methods that are not legally protected. The software documentation (in particular, documented source code including overview, data and function model, and function description) and the other documents shall be handed over to the service recipient prior to acceptance and, upon request, prior to any partial payments.

24.3.1 Patent rights to inventions created during the performance of the contract belong to
• the service recipient if the inventions were made by its personnel;
• ALSEC if the inventions were made by its personnel or by third parties engaged by it;
• the service recipient and ALSEC if the inventions were made jointly by the personnel of the service recipient and ALSEC or by third parties engaged by ALSEC. The contracting parties mutually waive the collection of license fees. They may transfer their rights to third parties or grant third parties rights of use without the consent of the other contracting party.

24.4.1 The property rights to the standard software remain with ALSEC or third parties. Insofar as the rights belong to third parties, ALSEC guarantees that it has the necessary rights of use and distribution.
24.4.2 The service recipient acquires the non-exclusive right to use and exploit the standard software to the extent agreed in the contract.
24.4.3 Depending on the agreement, the right to use the standard software is either granted for an unlimited period or for a specific or indefinite period (until termination). If the right of use is unlimited in time, it is also transferable.
24.4.4 The service recipient may make copies of the standard software for backup and archiving purposes.
24.4.5 During a hardware failure, the service recipient is entitled to use the standard software on replacement hardware without additional remuneration.
24.4.6 The manufacturer's license terms are only valid insofar as they relate to the regulation of rights (including rights of use) to the software, including the consequences of any infringements, and are explicitly mentioned in ALSEC's offer and fully included in it, and they do not conflict with any mandatory provisions of Swiss law, the tender documents, these GTC, or the other components of the contract. This applies in particular with regard to the application of Swiss law and the place of jurisdiction in accordance with Section 23. The service recipient is only obliged to agree to such license terms of the manufacturers if this is expressly requested in ALSEC's offer, and only on condition that these provisions relate exclusively to the above-mentioned contractual content and that, in all other respects, the contract is executed exclusively in the direct relationship between ALSEC and the service recipient in accordance with the commercial and legal conditions agreed between them, without any claims by the manufacturers against the service recipient.
24.4.7 If ALSEC's services include open source software, it must expressly indicate this in the offer and also in the event of a subsequent change in services, stating the license terms under which the open source software is provided to the service recipient.
24.4.8 The service recipient shall indemnify ALSEC against all third-party claims resulting from the improper use of open source software or the service recipient's failure to comply with the applicable license terms.

25.1 ALSEC undertakes to provide only deliverables that are ready for inspection, i.e., completely finished and tested, such as complete systems, hardware, software, work results from services, concepts, and documents. Test reports may be requested by the service recipient.
25.2 The contracting parties shall agree on the framework conditions for the inspection, which shall specify at least the following: date(s) of the inspection(s), schedule for the inspection(s), inspection procedures, inspection criteria such as functions, availability, performance characteristics, the classification of defects, and the service recipient's obligations to cooperate.
25.3 ALSEC shall notify the service recipient in good time of its readiness for testing. A report shall be drawn up on the test and its results, which shall be signed by both contracting parties.
25.4 By mutual agreement, partial tests are also possible for partial services. These are subject to the successful testing of the overall service.
25.5 If no defects are found during the inspection, it shall be deemed successful upon signing the report and, in the case of contracts for work and services, the service shall be deemed accepted.
25.6 If minor defects are found during the inspection, the service shall nevertheless be deemed to have been successfully inspected upon signing the report and, in the case of contracts for work and services, accepted, unless otherwise specified in the contract. ALESEC shall remedy the identified defects free of charge within a mutually agreed period of time appropriate to the circumstances.
25.7 Unless the contracting parties agree otherwise (Section 25.2), defects shall be deemed insignificant if the use or safety of the services to be inspected is not significantly impaired.
25.8 If there are significant defects, the test shall be deemed unsuccessful. ALSEC shall immediately remedy the identified defects and invite the service recipient to a new test in good time. If significant defects are also found during this test, the procedure set out in clause 15.2 shall be followed.
25.9 Unless the contracting parties agree otherwise (Section 25.2), a defect shall be deemed significant if it significantly impairs the use of the services to be accepted.
25.10 If the service recipient refuses to participate in the inspection despite a reminder and a reasonable grace period, even though the conditions for this are met (see sections 25.1 and 25.3), the service shall be deemed to have been accepted one month after notification of completion.

26.1 Delivery of the purchased item shall take place upon signature of the delivery note by the receiving agent designated by the service recipient at the agreed location.
26.2 ALSEC shall install the purchased item at the agreed location in accordance with the installation instructions and put it into operation, unless expressly agreed otherwise in the contract.

27.1 The maintenance of hardware includes its repair (rectification of malfunctions and faults to restore operability) by repairing and replacing defective parts and installing technical improvements. Maintenance (preventive maintenance to maintain operational readiness) shall be carried out in accordance with the manufacturer's factory specifications and the state of the art. Replaced parts shall become the property of ALSEC, unless this is not permitted due to the information security and data protection concepts of the service recipient. In such a case, the original parts remain the property of the service recipient at no cost.
27.2 If malfunctions occur, ALSEC shall, at the request of the service recipient, participate in the search for the cause of the malfunction, even if the malfunction occurs in the interaction of several systems or components. If ALSEC proves that the malfunction was not caused by the hardware it maintains, these services shall be remunerated separately.

28.1 Software maintenance includes the correction of errors, the adaptation and further development of programs (new releases). Functional enhancements may be subject to separate charges.
28.2 If malfunctions occur, ALSEC shall, at the request of the service recipient, participate in the search for the cause of the malfunction, even if the malfunction occurs during the interaction of several systems or components. If ALSEC proves that the malfunction was not caused by the software it maintains or services, these services shall be remunerated separately.
28.3 As far as possible, ALSEC shall, at the request of the service recipient and in return for a fee to be agreed in advance, also remedy malfunctions that are attributable to circumstances for which the service recipient or third parties are responsible.
28.4 The service recipient is not obliged to adopt every new software version. In this case, ALSEC is entitled to discontinue maintenance services for earlier software versions after a reasonable transition period. Unless otherwise agreed, this period shall be 12 months. 

29.1 During operating hours, ALSEC accepts fault reports and provides its services (e.g., maintenance and support, system monitoring). The response time specified in the General Terms and Conditions lasts from the receipt of the fault report to the start of repairs within operating hours. The fault repair time is the period from the receipt of the fault report to the completion of repairs.
29.2 Unless otherwise agreed, the following applies - Operating hours: Monday to Friday from 8:00 a.m. to 5:00 p.m. (excluding public holidays and local holidays at the place of performance) - Response time: four hours. 29.3 ALSEC shall commence troubleshooting within the response time and complete it within a troubleshooting time to be agreed upon, if necessary, in accordance with a classification of the fault to be specified in the contract.
29.4 At the request of the service recipient, ALSEC shall also provide its services outside of operating hours for a separate fee.
29.5 Regular maintenance work shall be carried out outside the defined service hours wherever possible, preferably on Saturdays between 12:00 a.m. and 6:00 a.m. (maintenance window). The supplier shall inform the service recipient of planned maintenance work at least 48 hours in advance, unless urgent emergency measures are required. 

30.1 ALSEC shall inform the service recipient as early as possible in advance of its plans for any changes relating to the provision of services or the discontinuation of services, in particular if the changes will only take effect after the next possible termination date.

31.1 The temporary staffing of personnel by ALSEC is subject to the Employment Services Act (AVG) if it is carried out on a commercial basis. ALSEC shall obtain the necessary permits and contracts for the persons deployed. It shall make the necessary registrations with the social security authorities and provide the relevant evidence on request.
31.2 In the case of personnel leasing, ALSEC is responsible for the faithful and careful selection (professional and personal suitability) of the persons employed by the service recipient. The service recipient is responsible for the correctness and appropriateness of the orders given to the leased personnel, as well as for the supervision and control of the services to be provided.
31.3 Other gainful activities of the temporary staff or of natural persons commissioned with a mandate that may influence the fulfillment of the contract must be agreed in advance with the service recipient. Foreseeable absences must be reported to the service recipient immediately.

Last update: Kaisten, August 7, 2025