GENERAL TERMS AND CONDITIONS (GTC)
AlpsGenAI GmbH / AlpsGenAI LLC

Deliveries and services provided by AlpsGenAI GmbH / AlpsGenAI LLC (“AlpsGenAI”) to business customers (“Customer”) are subject exclusively to these General Terms and Conditions (“GTC”), unless explicitly agreed otherwise in a written and duly signed agreement. These GTC also apply to all future business relationships, extensions, renewals, follow-on projects, or additional services, even if not explicitly referenced again.

1. Contract Conclusion

1.1 Customer terms and conditions apply only if AlpsGenAI explicitly accepts them in writing.
1.2 All offers by AlpsGenAI are non-binding.
1.3 A Customer order becomes binding only after written acceptance by AlpsGenAI.
1.4 Any deviations, additions, product specifications, guarantees, or promises are valid only if confirmed in writing by AlpsGenAI.
1.5 A reference to the GTC via hyperlink in the contract constitutes full and binding acceptance.

2. Scope, Cooperation Model, and Billing Structure

2.1 Time-and-Material (T&M) Is the Default Model

Unless a fixed-price model is expressly negotiated and confirmed in a separate, signed agreement, all AlpsGenAI services are delivered on a Time-and-Material (T&M) basis.
Any hours, estimates, budgets, or planning statements provided by AlpsGenAI are non-binding estimates.
If no explicit deviation is signed by both parties, the Customer acknowledges that the project is 100% T&M.

2.2 Fixed-Price Exceptions

Fixed-price arrangements are valid only if:

• explicitly negotiated in advance,

• stated in a separate written contract section, and

• signed by both parties.

Any claim that a project was “fixed price” requires written evidence signed by AlpsGenAI.
Absent such signed evidence, the project was not fixed price.

2.2A No Automatic Fixed-Price Contracts; GTC Override Requirement

AlpsGenAI does not enter into global fixed-price agreements as part of its standard commercial model. Any fixed-price commitment is valid only if documented in a separately negotiated, stand-alone written agreement that:

a) explicitly overrides and replaces these GTC in full,
b) defines a complete, detailed, and immutable project scope,
c) includes fixed deliverables, acceptance criteria, exclusions, timelines, and constraints, and
d) is signed by both parties with explicit reference to fixed-price applicability.

Absent such a separate, duly signed agreement, no fixed-price obligation exists, regardless of budgets, estimates, roadmaps, or Customer interpretations. All work is therefore deemed Time-and-Material (T&M), phase-based, or scope-variable and invoiced accordingly.

2.3 Scope Changes and Additional Work

2.3.1 Any new request, modification, additional functionality, changed requirement, or expanded scope constitutes out-of-scope work.
2.3.2 Out-of-scope work is billed separately at T&M rates.
2.3.3 Even if scope is changed without a signed Change Request (CR), the Customer remains fully liable for all resulting T&M hours.

2.4 Estimates, Planning, and Timelines

All timelines, sprint plans, delivery dates, workflows, and roadmaps are estimates.
Customer-caused delays do not reduce payable fees.

2.5 Customer-Caused Delays

If delays arise due to the Customer (missing feedback, unavailable staff, missing data, unclear requirements):

• additional hours,

• rescheduling,

• rework, and

• development extensions

are fully billable.

2.6 Suspension for Non-Payment

If any invoice is overdue by more than 10 days, AlpsGenAI may:

• suspend work (“work-stop”),

• disable access (if applicable),

• delay milestones,

• charge default interest and recovery costs.

2.7 Customer Cooperation

Customer must provide all required information, infrastructure, access, specifications, approvals, and decision-making needed for AlpsGenAI to perform its work.

2.7A Customer Responsibility for Specifications, Requirements, and Scope Accuracy

The Customer is solely responsible for providing complete, accurate, consistent, and up-to-date specifications, requirements, documentation, business rules, data, workflows, acceptance criteria, and any other input required for AlpsGenAI to perform its work.

The Customer acknowledges that:

a) any incomplete, unclear, contradictory, late, or changing specifications;
b) any modifications, redefinitions, or clarifications of requirements;
c) any missing information, late decisions, or unavailable stakeholders;
d) any Customer-driven scope changes, new requests, or reprioritizations;

automatically constitute additional work and are fully billable on a Time-and-Material (T&M) basis.

AlpsGenAI is not liable for delays, increased effort, rework, rescheduling, or additional costs resulting from Customer-provided specifications that are:

• incorrect, unclear, incomplete, unrealistic, inconsistent, or

• revised after work has begun.

All additional hours required to correct, clarify, redesign, or reimplement work due to such Customer issues are fully payable by the Customer at the applicable T&M rates.

2.8 Use of Strategic Partners, Subcontractors, and Third-Party Specialists

2.8.1 AlpsGenAI may engage subcontractors, strategic partners, development teams, consultants, or external experts without Customer consent.
2.8.2 The identity, composition, or allocation of AlpsGenAI’s resources is not a contractual performance condition.
2.8.3 Any Customer restriction of subcontractors must be negotiated and signed in advance. Absent such a clause, the Customer cannot object to third-party involvement.
2.8.4 If the Customer restricts subcontractor use, AlpsGenAI may adjust its rates accordingly. Lower or original rates cannot be guaranteed under such restrictions.
2.8.5 AlpsGenAI is not liable for delays, increased costs, or reduced output caused by Customer-imposed restrictions on subcontractors.
2.8.6 All subcontractors and partners used by AlpsGenAI operate under binding confidentiality, data protection, and full IP assignment agreements.

2.9 Prohibition of Third-Party Development, Reverse Engineering, and External Use

Unless expressly agreed in writing, the Customer may not:

• allow any third party to access, modify, analyze, or develop AlpsGenAI deliverables,

• use AlpsGenAI materials to create derivative or competing solutions,

• reverse-engineer, decompile, or replicate any AlpsGenAI logic, code, model configuration, tokenization layer, or architecture,

• share any technical materials with external parties.

Any breach triggers the penalties in Section 7.

2.10 Customer Responsibility for Infrastructure and Security Controls

The Customer is solely responsible for maintaining secure infrastructure, access controls, user authentication, network configurations, firewalls, and any other technical protections required for safe operation of the deliverables. AlpsGenAI is not liable for any damages arising from Customer-side security failures, misconfigurations, credential misuse, or unauthorized access.

3. Software, Hardware, and Services

3.1 Software: Non-exclusive, non-transferable usage rights only. No source code unless agreed.
3.2 Hardware: EXW-delivery; transport at Customer risk.
3.3 Services: Billed T&M in 0.25-hour increments.
3.4 Maintenance & Support: Only if explicitly agreed.
3.5 Hosting: May be subcontracted.
3.6 No Werkvertrag: Unless explicitly written and signed otherwise, AlpsGenAI works under Auftrag, not Werkvertrag.

3.7 No Service Level Guarantee (SLA) Unless Explicitly Agreed
Unless a separate, signed SLA is provided, AlpsGenAI offers no guarantee regarding availability, uptime, latency, performance, or response times of the software, hosting environment, AI models, or integrated third-party services (including LLM providers). Any such guarantees require a separately negotiated written agreement.

3.8 Non-Solicitation of Staff (No Poaching)
The Customer may not, directly or indirectly, solicit, hire, engage, contract, or otherwise employ any employee, contractor, consultant, or partner of AlpsGenAI who has been involved in the project, for a period of twelve (12) months after project completion or termination.
In case of breach, the Customer shall pay a contractual penalty of CHF 50’000 per individual, without prejudice to AlpsGenAI’s right to claim additional damages.

4. Confidentiality

4.1 All AlpsGenAI materials—diagrams, designs, code, models, tokenization layers, documentation, workflows, algorithms—are confidential.
4.2 Customer may not disclose such material without written approval.

5. Payments

5.1 Payment terms: 30 days net.
5.2 Default interest: 5% p.a.
5.3 Customer bears all legal, collection, and enforcement costs.

6. Pricing and Billing

6.1 Rates exclude travel and accommodation.
6.2 Rates exclude VAT.
6.3 All estimates are non-binding.
6.4 Customer delays are fully billable.
6.5 No withholding or offsetting of invoices without written approval.
6.6 No refunds after acceptance of deliverables.

6.7 Right to Adjust Pricing for External API, Cloud, or Token Costs
If third-party providers (including but not limited to OpenAI, AWS, Azure, Google Cloud) adjust their pricing for compute, storage, API usage, tokens, or model access, AlpsGenAI reserves the right to pass through such increases to the Customer with immediate effect. The Customer agrees to bear all updated costs associated with external infrastructure or model usage.

7. Liability, Penalties, and Damages

7.1 Limitation of Liability
AlpsGenAI is liable only for gross negligence or intent.

7.2 Exclusion of Indirect Damages
No liability for indirect, consequential, or economic damages.

7.3 AI Output Validation
Customer must validate all AI-generated outputs before use.

7.4 Indemnification
Customer indemnifies AlpsGenAI against all third-party claims arising from misuse.

7.5 IP Misuse Liability
Unauthorized use, disclosure, or third-party involvement invalidates all liability limitations.

7.6 Contractual Penalties (Liquidated Damages)
To protect the high-value intellectual property, confidential architectures, AI systems, and security-sensitive deliverables of AlpsGenAI, the Parties expressly agree to the following contractual penalties (“Konventionalstrafen”) under Art. 160–163 OR. These penalties apply per breach, are cumulative, and become immediately due upon written notice from AlpsGenAI.

(a) Fixed Penalty for IP Misuse and Contract Violation
For any unauthorized:

• use of AlpsGenAI intellectual property,

• retention of AlpsGenAI deliverables after contract termination,

• exposure of AlpsGenAI IP to any third party,

• violation of license restrictions,

• or use of AlpsGenAI materials to build competing or derivative products,

the Customer shall pay a fixed contractual penalty of CHF 400,000 per event.

(b) Daily Penalty for Ongoing Breach
For each day that an IP breach, unauthorized use, unauthorized third-party access, security violation, or non-compliance continues, the Customer shall pay a continuing daily penalty of CHF 10,000 per day until full cessation of the breach and written confirmation of compliance by AlpsGenAI.

(c) No Offset, No Delay
Contractual penalties:

• cannot be offset by the Customer against any alleged counterclaims,

• cannot be withheld, and

• must be paid immediately upon written demand.

(d) Penalties Are Additional to Damages
Payment of contractual penalties does not limit AlpsGenAI’s right to claim:

• further compensatory damages (including IP valuation damages),

• reputational harm,

• economic loss,

• legal fees,

• forensic expenses,

• collection and enforcement costs.

(e) Legitimate Interest and Judicial Enforcement
The Parties acknowledge:

• the strategic and commercial value of AlpsGenAI’s IP,

• the severe harm that unauthorized use or exposure may cause, and

• the critical security and confidentiality requirements of AI/LLM architectures.

The penalties reflect a reasonable, proportionate, and commercially justified estimate of the harm caused by such breaches.

7.7 Priority of Project-Specific Penalties
Where a contract, addendum, proposal, offer letter, work order, or statement of work (SoW) specifies contractual penalties or liquidated damages that differ from those listed in these GTC, the project-specific penalty provisions shall prevail.

In such cases, the Customer accepts that:

a) the penalties defined in the individually negotiated agreement form an integral part of the contract;
b) such penalties operate in addition to all rights and remedies under these GTC;
c) penalties do not limit AlpsGenAI’s right to claim further damages.

7.8 Recoverable Damages
AlpsGenAI may claim:

• full economic loss,

• lost opportunities,

• reputational damage,

• forensic investigation costs,

• legal fees and enforcement costs.

7.9 Return and Deletion of IP
Upon termination, Customer must return or delete all AlpsGenAI materials within 5 days.

7.10 Immediate Recoverability of All Costs and Damages
All outstanding invoices, contractual penalties, damages, forensic expenses, legal fees, expert reports, collection costs, enforcement costs, and any other expenses arising from the Customer’s breach, misuse, non-payment, or IP infringement become immediately due and payable in full upon written notice by AlpsGenAI.

This includes all costs incurred by AlpsGenAI in connection with:

a) non-payment of invoices,
b) breach of contractual obligations,
c) unauthorized use, exposure, or retention of AlpsGenAI intellectual property,
d) involvement of unauthorized third parties,
e) bad-faith conduct, obstruction, or mismanagement by the Customer,
f) dispute resolution, mediation, Betreibung, enforcement, or court proceedings.

Nothing in this clause limits AlpsGenAI’s right to pursue additional remedies, including personal liability claims against individuals in cases of fraud, intentional misconduct, willful IP infringement, or bad-faith damage under applicable Swiss law.

7.11 No Warranty for Customer Data, Accuracy, or Business Decisions
AlpsGenAI provides no warranty regarding the accuracy, completeness, correctness, or suitability of any Customer data, inputs, prompts, configurations, instructions, or business rules provided to the system. The Customer is solely responsible for reviewing, validating, and verifying all outputs and recommendations before use in any operational, financial, or strategic decision-making. AlpsGenAI is not liable for any consequences arising from:

• incorrect, incomplete, or outdated Customer data,

• Customer misinterpretation of outputs,

• reliance on AI-generated results without human validation,

• Customer decisions, analyses, or actions taken based on such outputs.

7.12 No Warranty of Fitness for a Particular Purpose
Unless explicitly agreed in writing, AlpsGenAI does not warrant that the deliverables, software, models, or services will meet the Customer’s specific business goals, operational requirements, or intended use cases. Any suitability for purpose is expressly disclaimed.

7.13 Liability Cap
Unless caused by gross negligence or intent, AlpsGenAI’s aggregate liability shall not exceed the total fees paid by the Customer in the past three (3) months preceding the claim. This cap does not apply to IP misuse, contractual penalties, or indemnification obligations.

8. Intellectual Property, Ownership, and Data Usage

8.1 Ownership of AlpsGenAI Intellectual Property
All intellectual property (“IP”)—including but not limited to software, source code, scripts, prompts, architectures, tokenization layers, LLM configurations, training pipelines, workflow logic, designs, diagrams, documentation, and all derivative materials—created, developed, or provided by AlpsGenAI, whether before, during, or after the engagement, remains the exclusive property of AlpsGenAI, unless explicitly transferred by a separately signed IP Transfer Agreement.
No transfer of ownership occurs through delivery, implementation, payment, invoice settlement, or project participation.

8.2 Third-Party Development and IP Assignment

8.2.1 IP Created by Third Parties for AlpsGenAI
All work product created by third-party partners, subcontractors, developers, consultants, or vendors engaged by AlpsGenAI—including code, documentation, architectures, LLM logic, workflows, agent logic, diagrams, security designs, or any other deliverables—is fully and automatically assigned to AlpsGenAI and becomes exclusive AlpsGenAI IP upon creation.

8.2.2 Mandatory IP Assignment Agreements
All subcontractors and partners used by AlpsGenAI operate under binding IP assignment agreements. Under these agreements, all economic, moral, personal, and residual rights are fully and irrevocably assigned to AlpsGenAI. No third party retains any rights, claims, or usage permissions.

8.2.3 No Customer Ownership Through Third-Party Involvement
The involvement of third-party developers or partners in the creation of deliverables does not grant the Customer any ownership, license, or claim beyond the limited usage rights defined in these GTC.

8.2.4 IP Buy-Out (Optional, Not Automatic)
The Customer may request an IP buy-out only if AlpsGenAI agrees in writing. Any such buy-out requires a separately negotiated IP Transfer Agreement and a market-based valuation determined by AlpsGenAI, considering:

• development cost,

• strategic and commercial value,

• know-how,

• loss of exclusivity,

• long-term business impact.

IP is never transferred automatically.

8.3 Usage License and Restrictions

8.3.1 License Grant
Unless agreed otherwise in writing, the Customer receives a non-exclusive, non-transferable, non-sublicensable, revocable license to use the deliverables solely for internal business purposes and solely within the scope defined in the applicable agreement or Statement of Work (SoW).

8.3.2 Prohibited Activities
Without prior written approval from AlpsGenAI, the Customer may not:

a) reverse engineer, decompile, or otherwise attempt to derive internal logic,
b) modify or extend the deliverables,
c) create derivative or competing products,
d) combine the deliverables with other systems to create new AI/automation solutions,
e) provide or grant access to any third party,
f) remove or alter copyright, watermarking, or proprietary notices.

8.4 No Derivative Works
The Customer may not create any modified, adapted, derivative, competing, or extended work based on AlpsGenAI IP without explicit written permission. Any derivative creation without authorization constitutes both:

• a contractual breach, and

• an intellectual property violation under Swiss law.

8.5 Emergency Suspension (“Kill Switch”)
AlpsGenAI may immediately suspend, restrict, or revoke the Customer’s access to or use of the deliverables, systems, or models—without prior notice—if:

• misuse is suspected,

• unauthorized third-party access occurs,

• IP rights are threatened,

• contractual terms are breached, or

• security concerns arise.

The Customer remains fully liable for all resulting damages, losses, and enforcement costs.

8.6 Audit Rights
AlpsGenAI may conduct compliance audits (technical, contractual, or forensic) to verify adherence to these GTC. If a breach is confirmed, the Customer bears all audit costs, including:

• forensic expenses,

• legal fees,

• expert costs,

• remediation or corrective actions.

8.7 Return and Deletion of AlpsGenAI IP Upon Termination
Upon termination, expiration, suspension, or cessation of the contract, the Customer must immediately:

a) cease all use of AlpsGenAI IP;
b) return all materials, code, models, architectures, and documentation;
c) permanently delete all copies, backups, and derivatives from all systems—including cloud, internal, partner, or third-party environments;
d) confirm full deletion and return in writing within five (5) calendar days.

The Customer has no right of retention, no right to delay, and no right to continue using AlpsGenAI IP after termination. Any retention, continued use, or delayed return constitutes a material breach.

8.8 Contractual Penalties for IP Misuse
Any unauthorized:

• use,

• duplication,

• modification,

• exposure,

• retention,

• derivative creation, or

• third-party access

immediately triggers the contractual penalties defined in the GTC or applicable agreement. Penalties apply per violation and are cumulative. Payment of penalties does not limit AlpsGenAI’s right to claim further damages.

8.9 Liability of the Customer
The Customer is fully responsible and liable for:

• improper use of AlpsGenAI IP,

• unauthorized access or exposure,

• breaches by employees, contractors, or third parties,

• resulting damages,

• contractual penalties, and

• all forensic, legal, and recovery costs.

8.10 Survival of IP Obligations
The obligations under this Section 8 shall survive termination, expiration, or suspension of the contract indefinitely.

9. Data Protection

9.1 Processing is subject to the Swiss Federal Act on Data Protection (FADP, 2023).
Privacy policy: https://alpsgenai.com/terms-and-the-privacy-policy/

9.2 Customer Responsibility for Data Legality and Compliance
The Customer is solely responsible for ensuring that all data, documents, prompts, models, content, or materials provided to AlpsGenAI or processed through the system comply with all applicable laws, including data protection, confidentiality, intellectual property, regulatory, and industry-specific obligations. The Customer indemnifies AlpsGenAI for all claims resulting from unlawful or non-compliant data processing initiated by the Customer.

10. Work Acceptance & Defects

10.1 Customer must inspect deliverables within 7 days.
10.2 If no defect notice is issued, deliverables are deemed accepted.
10.3 Defects caused by Customer delays or unclear instructions are excluded.
10.4 Acceptance cannot be withheld for minor or subjective deviations.

10.5 Customer Responsibility for Testing Prior to Production
The Customer is solely responsible for performing comprehensive functional, technical, and integration testing of all deliverables prior to any production or business-critical use. AlpsGenAI assumes no liability for defects, errors, failures, or damages arising from premature or untested deployment into production environments.

11. Suspension, Termination, and Effects

11.1 AlpsGenAI may suspend work for breaches or non-payment.
11.2 Customer remains liable for all work performed up to suspension.
11.3 Confidentiality, IP rights, penalties, damages, and payment obligations survive termination.

11.4 Force Majeure
Neither party is liable for delays, non-performance, or failures caused by events beyond reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, governmental restrictions, cloud provider outages, network failures, supply chain interruptions, labor disputes, or failure of third-party AI or API providers. Any deadlines shall be extended accordingly, and the Customer remains liable for all hours performed.

11.5 Immediate Termination for Cause
AlpsGenAI may terminate the agreement with immediate effect if the Customer:

a) fails to pay invoices,
b) breaches confidentiality or IP restrictions,
c) enables unauthorized third-party access,
d) violates data protection or compliance laws,
e) engages in fraudulent or bad-faith conduct,
f) damages or threatens AlpsGenAI’s reputation, or
g) fails to cure a material breach within 5 days of written notice.

All amounts owed up to the date of termination become immediately due.

11.6 Survival of Obligations
The following obligations remain in full force after termination, expiration, or suspension: confidentiality, intellectual property and license restrictions, audit rights, damages and penalties, indemnification, payment obligations, governing law and jurisdiction, and version control and GTC enforcement.

12. Governing Law and Jurisdiction

12.1 Oral agreements do not exist.
12.2 Changes require written signature by both parties.
12.3 Exclusive jurisdiction: Zürich, Switzerland.
12.4 Swiss law applies; CISG excluded.

12.5 Mandatory Pre-Litigation Mediation
Before initiating any court proceedings, the parties must first participate in a mediation process in Zürich, Switzerland. Litigation may only proceed if mediation fails or is refused by a party. Refusal to mediate may be considered bad-faith conduct in subsequent proceedings.

13. Acknowledgement, Acceptance, and Version Control

13.1 Customer confirms having read, understood, and accepted the GTC.

13.2 Customer Obligation to Request and Verify the Latest GTC Version
The Customer is solely responsible for ensuring that it has reviewed and obtained the latest valid version of the General Terms and Conditions (“GTC”) of AlpsGenAI before entering into any agreement, initiating any project, raising any objection, or asserting any claim.

This obligation expressly includes the duty to request and verify the most recent GTC version:

a) before signing any contract, proposal, purchase order, or Statement of Work (SoW);
b) before initiating any dispute, complaint, or contractual interpretation request;
c) before entering any settlement negotiation, mediation, arbitration, or legal proceeding;
d) before submitting any claim or defense in court, including during litigation;
e) and at any time the Customer intends to rely on contractual terms or challenge AlpsGenAI’s rights.

Failure by the Customer to request, review, or verify the latest GTC version does not limit, modify, or invalidate the applicability or enforceability of the GTC in effect at the relevant time. The Customer bears full responsibility and risk for any reliance on outdated, incomplete, or superseded versions of the GTC.

Only the official and most recent version of the GTC—published or expressly communicated by AlpsGenAI—shall apply in all contractual interpretations, disputes, claims, and court proceedings.

13.3 Automatic Application of Updated GTC to All Future Work, Addendums, Extensions, and Phases
Unless expressly agreed otherwise in writing, any updated version of the General Terms and Conditions (“GTC”) published or communicated by AlpsGenAI shall automatically apply to:

a) any future project phase, milestone, or delivery;
b) any contract extension, renewal, or continuation of an existing engagement;
c) any addendum, amendment, or modification of the original agreement or Statement of Work (SoW);
d) any additional services, new features, change requests, or out-of-scope work commissioned after the date of the updated GTC;
e) any new assignments, purchase orders, or work packages requested by the Customer.

By commissioning or accepting any additional work beyond the original scope—whether via written confirmation, email approval, purchase order, change request, or conduct—the Customer acknowledges and accepts that the latest valid GTC version applies automatically to such work.

The Customer bears full responsibility for requesting and reviewing the latest GTC before approving any contract addendum, extension, or new phase. Failure to do so does not limit the applicability or enforceability of the updated GTC.

Only the GTC version most recently published or communicated by AlpsGenAI at the time of the new engagement, extension, or addendum shall govern the relationship for the relevant work.

13.4 These GTC prevail over any Customer procurement terms.

13.5 Contractual Reference to GTC and Privacy Policy Links
For the initial agreement governing a Customer engagement (including the first contract, master agreement, proposal, or Statement of Work (SoW)), the contractual documents must include an explicit reference to the following links:

• https://alpsgenai.com/general-terms-and-conditions/

• https://alpsgenai.com/terms-and-the-privacy-policy/

For any follow-up documents relating to the same engagement or project —including extensions, renewals, addenda, amendments, change requests, additional phases, or follow-on SoWs—the reference included in the initial agreement shall remain fully valid, binding, and enforceable and does not need to be repeated, unless AlpsGenAI expressly requires otherwise in writing.