The following Terms and Conditions (“ACMP T&C“) regulate the access to the ALSO Cloud Marketplace as well as the provision and usage of the cloud services between ALSO Cloud UK Limited (“ALSO“) and you (“Reseller“) – both may be individually referred to as “Party” or collectively referred to as “Parties” – and the provision of Products through ACMP.
For the purposes of these ACMP T&C, the following terms shall have the meanings defined below:
| Term | Definition |
| ACMP | Means ALSO Cloud Marketplace. A digital platform that enables Resellers to provision, manage, and bill cloud services from multiple vendors through a single interface. It streamlines cloud business operations by offering automated service delivery, subscription management, and cus-tomer support tools. |
| Agreement | All applicable terms, especially but not limited to these ACMP T&C, the GTC, SPT and CSP terms. |
| Admin User | An individual designated by Reseller or ALSO who will act as an adminis-trator of the Reseller’s account. The Admin User may subscribe to Prod-ucts, assign Users to the marketplace, and create new User Personal Log-in Data for each relevant Reseller employee. “Admin User” is always also a “User” as defined hereafter. |
| CSP | Means Cloud Service Provider. The provider of Products which are dis-tributed by ALSO and re-distributed by Reseller, via ACMP. |
| End-Customer | A customer of the Reseller, being the person or entity using the Products. |
| General Terms and Conditions (GTC) | General Terms and Conditions of ALSO, as attached to these ACMP T&C. |
| IP Rights | All intellectual property rights, including but not limited to copyrights, software rights, database rights, patent rights, rights in inventions, trademark rights, distinctive business marks, design rights, rights to topography of semiconductors, business secrets and know-how (including, but not limited to, commercial practices, price information, customer information and business and marketing strategies and plans). |
| Personal Data | Any information relating to an identified or identifiable person in the meaning of the applicable data protection laws. |
| Personal Login Data | Personal user identification (ID) and a password of a User |
| Private Catalogue | Is an added functionality to ACMP which allows Resellers to create and manage their own or third-party custom products and service offerings, visible only to their End-Customers. It enables tailored pricing, bundling, and descriptions, fully integrated into the platform’s provisioning and billing workflows. |
| Product(s) | The services or solutions of the CSP’s or Resellers (Private Catalogue), offered in ACMP for re-distribution and direct purchase, such as Software-as-a-Service, Platform- as-a-Service, Infrastructure-as-a-Service, etc. and as further described in the Special Product Terms. |
| Product Subscription | The right of End-Customers to use a Product for a period of time according to the license terms issued by CSP’s with respect to the Product. |
| User | An individual, appointed by ALSO or Admin User, who is entitled to use the ACMP according to these ACMP T&C and within the authorization provided by ALSO or Admin User. A User can also be a designated user of an End-Customer of the Reseller who has been granted access for self-care services. |
| Special Product Terms (SPT) | The special terms which are displayed on ACMP for each Product which have to be accepted by Reseller before provisioning a Product via ACMP (including but not limited to a service description, technical specifications, terms of use, specific pricing terms and may include service level agreement and other special terms), as amended, restated or supplemented from time to time. The Reseller is obliged to pass these terms on to the End-Customer. |
| Territory | UK and Ireland |
1.1 Upon acceptance of the GTC and these ACMP T&Cs, ALSO grants the Reseller access to the cloud services via the ACMP. ALSO provides Reseller with the required user IDs and passwords (see section 2).
1.2 Cloud services are provided by ALSO at the service transfer point. Unless otherwise specified in the SPT the service delivery point is the connection of ALSO’s provider data centres to the internet or, in the case of access from a secure Reseller network, the connection of ALSO’s data centres to the Reseller’s telecommunications connection.
1.3 Reseller can subscribe to individual cloud services. SPT and user documentation for the individual cloud services are available in ACMP. ALSO may change these documents at any time.
1.4 In case of any conflict between these ACMP T&C and other terms agreed upon, the following hierarchy shall apply for the scope described in this clause and any term of a higher hierarchic level shall supersede terms of a lower hierarchic level. From high to low: (1) the Special Product Terms for the Product provisioned, (2) these ACMP T&C and (3) the GTC.
2.1 Registration, Password, Access and Protected Access
2.1.1 The ACMP may only be accessed by the Admin Users or Users with an individual username and password who have read and understood the provisions of these ACMP T&C on the acceptable use of the ACMP. Unless and until the date the Reseller contests in writing, ALSO may assume that the persons who have been designated as Admin User or a User by the Reseller as well as the persons using the related Personal Login Data have the power to act on behalf and on account of the Reseller.
2.1.2 ALSO reserves the right to deny registration to any potential User as well as the right to declare certain white label sub-sites subject to further registration requirements, although they may have previously been freely accessible to the User.
2.1.3 Any User with access to their own or others Personal Login Data is responsible to keep that data confidential and avoid any misconduct with regards to the use of the Personal Login Data. Personal Login Data shall not be transferred to anyone. ALSO shall not be liable for any damages resulting from any abuse of any Personal Login Data.
2.1.4 In case a User should discover that their own or others Personal Login Data has unintentionally been made accessible to any unauthorized and/or third party or that there might exist any danger of misuse, User shall immediately inform Admin User or ALSO. Admin User or ALSO shall then take measures to block the respective Personal Login Data and inform each other accordingly. Upon an application of the Reseller or a new registration and after a danger of misuse is averted ALSO will unblock the Personal Login Data.
2.1.5 For security reasons, ALSO reserves the right to lock a user ID, if an incorrect password has been entered several times. However, ALSO will be able to unlock this user ID and assign a new password. Reseller is responsible that whoever legitimises themselves by using Personal Login Data (self-legitimisation) under the Reseller account hierarchy is authorised to access and use the ACMP without further verification by ALSO. All instructions, service provisioning and all communication received by ALSO via the ACMP are regarded as authorised by the Reseller.
2.1.6 ACMP can only be accessed by activating Multi-Factor-Authentication. Reseller undertakes to activate Multi-Factor-Authentication for its ACMP login as well as its email address related to this login.
2.2 Blocking, Suspension and Security Risk Notification
2.2.1 ALSO or CSP may at any time and without notice, block or suspend access of a Reseller or an End-Customer to the ACMP in particular, if such users are suspected of having: (i) provided false data for the purpose of registering or ordering Products, (ii) breaching the the Special Product Terms, the ACMP T&C or the GTC, (iii) failing to observe general duties of care with regard to data security, or (iv) violated any other applicable laws. In addition, ALSO may block access if considered necessary for security reasons). In any case of access blockage/suspension of a Reseller, ALSO shall be entitled to contact the affected End-Customer(s) directly, including to inform the End-Customer(s) that ALSO as distributor can no longer supply the Reseller, and to propose, among other options, a migration to another Reseller. Upon request, Reseller shall provide ALSO with all necessary contact details of the involved End-Customer(s).
2.2.2 ALSO shall be entitled to block or suspend any account of a Reseller or End-Customer that has not been active for a period exceeding sixty (60) days.
2.2.3 ALSO shall inform Reseller without undue delay of any suspension/blocking and the underlying reason and shall give further notice if suspension is temporary or permanent. In case of permanent suspension ALSO and Reseller respectively will terminate the respective Product Subscription in relation to the End-Customer concerned.
2.2.4 For the avoidance of doubt, in addition ALSO’s right to block or suspend access of a Reseller or End-Customer, ALSO reserves the right to terminate the Agreement early, in accordance with the provisions as mentioned in clause 6 of these ACMP T&C.
2.2.5 The Reseller is obliged (at any time) to suspend the access of an End-Customer to a provisioned Product to prevent damages, liability, sanctions or for equivalent good reason in case of unlawful behaviour of that End-Customer or non-compliance of that End-Customer with the stipulations of these ACMP T&C (including the SPT and GTC) which are to be imposed on the End-Customer by Reseller, in particular but not limited to:
a) an End-Customer or a user attributable to End-Customer uses the Products for or as part of
i) spreading or contributing to the spreading of virus, spyware, other damaging programme code or e-mails unwanted by the receiver (spam, phishing, chain letters etc.);
ii) actions which disturb or damage computers or systems on the internet or actions implying unauthorised access to computers or systems connected to the internet (hacking);
iii) acts or omissions causing ALSO or CSP any abnormal interference or damage to its systems or creating an abnormally high or uncontrollable resource consumption (such as a pressure on the processor, RAM, disc I/O or network);
iv) violation or infringement of any third-party rights (including IP rights) by uploading, downloading, distribution or the like without proper consent from the right holders;
v) activities or spreading of material contrary to local penal code (e.g. the spreading of slander or libel, display of child porn, handling of stolen goods or gambling); or
b) The End-Customer infringes ALSO’s or the CSP’s or the CSP’s third party suppliers’ IP Rights.
2.2.6 The Parties shall notify each other without delay if they become aware of the loss, damage, alternation, disclosure, destruction of or any attempted unauthorised access to any data of Reseller or End-Customers and shall work jointly together with CSP in order to minimise the impact of such event and prevent such events recurring. The Reseller is obliged to open a ticket via Support Portal/Contact Support immediately. ALSO shall send such notification to the email address provided by the Reseller in accordance with Section 11.3.
2.2.7 Reseller is responsible for ensuring its ability to exercise the same rights towards the End-Customers as the rights of ALSO set out in this Section 2 and to communicate the relevant notices to the End-Customers.
3.1 Products
3.1.1 The Products are distributed under the then current version of the SPT for the specific Product provisioned, these ACMP T&C and the GTC.
3.1.2 ALSO has the right to amend the SPT at any time, also during a pending Product Subscription period. In such case, Reseller will be notified of the respective amendments when accessing the ACMP for the first time in any other manner since such amendments have occurred.
3.1.3 Reseller’s sole remedies in case of non-performance, bad performances or delay are set out in the service level agreement (SLA) of this ACMP T&C and/or the respective Special Product Terms. If no SLA is agreed or if the defined service levels are not applicable to the specific non-performance, bad performance or delay, the Reseller shall be entitled to the legal remedies for such performance defaults applicable by law in the Territory within the restrictions of these ACMP T&C and the GTC.
3.1.4 Reseller shall inform ALSO without undue delay of all performance claims raised by End-Customers towards Reseller, unless otherwise specified in the SLA and/or the SPT.
3.2 Private Catalogue
3.2.1 In the Private Catalogue, Reseller is not allowed to offer competitive Products to the ones offered by ALSO on ACMP. If the Reseller adds competitive Products to the Private Catalogue, ALSO is allowed to suspend the private catalogue functions for the Reseller.
3.2.2 The Reseller is solely responsible and liable without any limitation for any damages related to any Product or content the Reseller places on ACMP via its Private Catalogue.
3.2.3 The Reseller warrants that it has the right to place its Products on the ACMP via its Private Catalogue. Reseller further warrants that the such Products (i) do not contain pornographic, criminal, violent content or material and does not link to such material or promote, encourage or call for such type of material, content or behaviour; (ii) do not result in ALSO being liable to pay any custom, taxes, fees, levies of any sort; (iii) are not misleading, offensive or discriminatory in any way such as but not limited to race, believes and religions, sex, appearance and culture; (iv) are lawful and in compliance with any applicable laws or regulations (in particular, but not limited to, any data protection, privacy, and intellectual property laws), and (v) are in compliance with the ACMP T&C, GTC and any agreement between the Reseller and third parties.
3.2.4 Reseller further warrants that (i) it will not use any malware (viruses, Trojan horses, bots, worms and the like) which could harm ACMP or make it inaccessible, less protected etc., and that (ii) it will not circumvent or try to circumvent any security measures or processes ALSO has in place.
3.2.5 ALSO will support the usage of the above mentioned functionality, restricted to the ALSO cloud environment. Any cases linked to external provisioning or service planning will be rejected.
3.2.6 ALSO provides the service related to the Private Catalogue using commercially reasonable care and skill. ALSO does not warrant the uninterrupted or error-free operation of the Private Catalogue or that ALSO will correct all defects or prevent third party disruptions or unauthorized third-party access. The Private Catalogue is provided “as is” and “as available,” without warranty of any kind, express or implied. Reseller assumes all risks associated with the use of the Private Catalogue.
4.1 The rights granted to Reseller under these ACMP T&C shall apply to the places of establishment of Reseller in the Territory. Reseller is not entitled to re-distribute the Products to End-Customers residing outside the Territory unless specifically agreed. However, the distribution into other countries, in particular of the EU or EFTA is allowed as far as mandatory applicable European or other applicable law so requires. Neither the CSP nor ALSO take any responsibility for the compliance of the Products with laws and regulations different from the law applicable in the Territory technical specifications and any other requirements necessary for the use of the Products.
4.2 The Reseller shall not act as an agent, representative or broker of ALSO or CSPs and shall only act in its own name and account when re-distributing Products to End-Customers. ALSO is not contractual partner to the agreements between the Reseller and its End-Customers.
4.3 Unless specifically provided so in the SPT, ALSO shall not act as an agent, representative or broker of CSP towards the Reseller or the End-Customers.
5.1 The prices for the Products displayed at the time the Reseller undertakes a provision a Product on the ACMP are the only relevant prices and thus binding for the Reseller.
5.2 ALSO reserves the right to adjust prices anytime if price increases, additional levies occur, interest rises or currency fluctuations alter. This right also applies retroactively to the time of order placement by Reseller.
5.3 In the event a CSP introduces pricing changes or pricing policies applicable to the Products (such as mandatory surcharges, promotional pricing, pricing based on payment term or billing frequency), ALSO shall be entitled to implement such changes in ACMP without separate notice.
5.4 If a CSP enforces pricing adjustments retroactively (e.g., changes in license pricing, SKU structures, or taxation), ALSO is entitled to retroactively apply those adjustments to Reseller’s previous invoices. ALSO will notify the Reseller without undue delay. Reseller shall remain liable for the adjusted pricing. Within the first three workdays of each calendar month, ALSO calculates a status of the Product Subscriptions which the Reseller has purchased within the previous monthly period. The following workday, based on this calculation, ALSO issues an invoice of the amount to Reseller. Reseller shall pay for the provisioned Products regardless of any sublicensing or actual use of the Products by the End-Customer.
5.5 If the remuneration is determined for a specific period, the invoiced monthly amount will be proportional from the day the registration or to the day deregistration took effect. Reseller only pays for the period of actual use of the Product. The SPT or service configuration during provisioning may stipulate different and/or additional rules for utility pricing, commitment timeframes, up-front payments, spot prices or special pricing/rebates based on volume commitments.
5.6 In the event a CSP introduces pricing changes or pricing policies applicable to the Products (such as mandatory surcharges, promotional pricing, pricing based on payment term or billing frequency), ALSO shall be entitled to implement such changes in ACMP without separate notice. These changes shall apply to all existing and future provisions of the affected Products. Reseller agrees to accept and apply such changes as part of the dynamic pricing model inherent to the respective CSP policies/guidelines.
6.1 Term of these ACMP T&C: These ACMP T&C enter into force when ALSO has received Reseller’s electronic acceptance of these ACMP T&C. It may be terminated by either Party with a 6 (six) months’ notice to the end of a month (except as set out in Section 6.2).
Early termination: ALSO shall have the right to terminate this Agreement with immediate effect by providing written notice to the Reseller if the Reseller commits a breach of any provision of these ACMP T&C and fails to remedy such breach within five (5) working days after receiving notice from ALSO. Termination under this clause shall be without prejudice to any other rights or remedies available to ALSO under the Agreement or at law.
6.2 Effect of termination: In case the Parties have agreed to a minimum subscription period for certain Product Subscriptions, these ACMP T&C remain effective with respect to those Product Subscriptions until the agreed subscription term ends (individually for each of such Product Subscriptions).
In case of early termination by ALSO, ALSO or a third party designated by ALSO is allowed to directly contact and/or migrate the End-Customer of Reseller concerned by termination in order to avoid service interruption and offer continuing service. Upon request Reseller shall provide ALSO with necessary contact details.
Access to the Private Catalogue ends upon termination.
6.3 Term of Product Subscriptions/ Product offerings: When a minimum subscription- or price-protection period has lapsed the Product Subscription shall continue automatically and shall be paid according to the then current pricing and subscription terms unless (a) the Product Subscription has been expressly terminated by either Party or (b) otherwise specified in the Special Product Terms.
6.4 ALSO may terminate the offering of certain Products or Product Subscriptions with a 30 (thirty) days’ notice to the end of a month unless otherwise specified in the Special Product Terms. In case the Parties have agreed to a minimum subscription period for certain Product Subscriptions, the Product Subscriptions concerned remain effective until the agreed minimum subscription term ends (individually for each of such Product Subscriptions) even if the aforementioned notice period has lapsed.
7.1. All IP Rights and other rights attached to a Product are owned or licensed by CSP. No such rights shall be assigned hereunder to Reseller, the End-Customers or another Party.
7.2. The Reseller agrees not to modify, vary, enhance, copy, reproduce, adapt, disassemble, decompile, reverse engineer, translate, sub-lease, license the Product.
7.3. ALSO disclaims any liability for the infringement of intellectual property rights in case a Products is exported out of the country to which ALSO delivered the Product, as ALSO may not guarantee that all rights are protected there. Unless otherwise provided in the Special Product Terms, Reseller shall re-distribute Product Subscriptions and related Products under CSP’s trademarks (service marks, logos, brand names, trade names, domain names (whether registered or unregistered)). The Special Product Terms may stipulate further distribution and marketing conditions (e.g. white labelling for resellers).
7.4. The Reseller shall inform ALSO without undue delay, if Reseller becomes aware of any infringement or threatened infringement of any of the CSP’s, the CSP’s third party provider’s or ALSO’s IP Rights. The Reseller shall ensure in its contract with the End-Customer that End-Customer informs Reseller accordingly if becoming aware of any IP right infringement.
7.5. The Reseller agrees that ALSO shall not be liable for any infringements of any intellectual property rights due to potential misuse by the Reseller. The Reseller shall indemnify ALSO from any claims regarding intellectual property right infringements that might arise in connection with misuse of the Product.
7.6. The Reseller must establish suitable organisational measures to ensure that the Product cannot be unlawfully copied. The Reseller undertakes to adhere to the corresponding instructions of ALSO and/or the CSP.
To the maximum extent permitted by applicable law, ALSO shall not be liable to the Reseller or any third party for any loss of profits, loss of business, loss of goodwill, loss of anticipated savings, loss of use, loss or corruption of data or information, or for any special, indirect, incidental, consequential or pure economic loss, wasted expenditure, costs, damages, charges or expenses, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
The total aggregate liability of ALSO under these ACMP T&Cs shall be limited to direct damages only and shall not exceed an amount equal to 100% of the total payments received from the Reseller during the three (3) months period immediately preceding the event giving rise to liability, with a total aggregate limit of EUR 50,000 throughout the term of these ACMP T&Cs, regardless of the number of incidents or connected incidents.
Nothing in this clause shall exclude or limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any matter for which it would be unlawful to exclude or limit liability.
In case ALSO and/or CSP is suffering damage caused by (i) an unlawful action by a Reseller or/and End-Customer, (ii) a violation by Reseller and/or End-Customer of one or more obligations to be im-posed on it according to the Agreement, or (iii) any third-party claims arising out of the use of the plat-form, including but not limited to claims based on infringements of copyrights, trademarks, patents, trade secrets, or other intellectual property rights, Reseller shall (i) fully indemnify, hold harmless and defend ALSO and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney‘s fees and costs); and (ii) assign to ALSO or (upon demand of ALSO) to CSP its contractual claim for damages versus the End-Customer, in order to enable ALSO and/or CSP to cover its damages. Reseller shall provide ALSO and/or CSP with any reasonable assistance in the collection and defence of such claims (including full access to relevant data as well as full and unlimited access to any relevant End-Customers).
10.1 ALSO may at its option mandate an independent auditor in order to review Reseller’s compliance with the Agreement.
10.2 Reseller shall to a reasonable extent and without separate remuneration provide any assistance necessary to perform the audit. The audit right includes the right of access for the auditors to Reseller’s premises including data centres where relevant records is being held; provided (i) that the auditors comply with the applicable health and safety regulations for the premises as well as any security regulations applicable (including guidelines issued by Reseller) for the premises, and (ii) that the auditors accept and adhere to a reasonable confidentiality undertaking
11.1 The Reseller shall not sell, distribute, or otherwise make available any of the Products through a sales agent, sub-distributor, or sub-reseller without the prior written consent of ALSO. Where ALSO agrees to any such appointment, the Reseller shall ensure that it enters into a written contract with such sales agent, sub-distributor, or sub-reseller on terms which provide at least the same level of protection to ALSO as set out in this Agreement. In particular, the Reseller shall ensure that any agreement between the Reseller and any permitted agent, sub-distributor, or sub-reseller shall be on terms no less onerous than those contained in this Agreement.
11.2 The Reseller shall remain fully liable to ALSO for any acts or omissions of any such sales agent, sub-distributor, or sub-reseller as if they were the Reseller’s own acts or omissions.
12.1 Reseller shall ensure that all necessary terms from this Agreement, and in particular the SPT, are transferred to the End-Customer. If a Product is used by an End-Customer in deviation of the applicable Special Product Terms, the Reseller shall reimburse ALSO any costs and expenses (both internal and external) connected hereto (e.g. the costs related to claims for damages asserted by CSP towards ALSO). Reseller shall immediately purchase all missing licenses to ensure that use by Reseller and/or Reseller’s End-Customers becomes compliant.
12.2 The Reseller shall provide technical support to End-Customers regarding the Products. The Reseller shall be the first point of contact for support requests of End-Customers. ALSO will not provide any technical support to End-Customers.
12.3 For the entire duration of this Agreement, the Reseller shall provide ALSO with a valid email address to be used by ALSO to contact the Reseller.
12.4 No re-export to Russia and/or Belarus
12.4.1 Reseller shall not sell, export or re-export, directly or indirectly, to the Russian Federation/Belarus or for use in the Russian Federation/Belarus any Products supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. 3 https://EUsanctions.integrityline.com. Reseller shall undertake its best efforts to ensure that the purpose of this paragraph (11.4.1) is not frustrated by any third parties, including resellers, further down the commercial chain.
12.4.2 Reseller shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph 11.4.1.
12.4.3 Any violation of paragraphs 11.4.1, 11.4.2 or 11.4.3 shall constitute a material breach of an essential element of this Agreement, and ALSO shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this Agreement; and (ii) a penalty of 20% of the total value of this Agreement or price of the Products exported, whichever is higher.
12.4.4 Reseller shall immediately inform ALSO about any problems in applying paragraphs 4.1, 11.4.2 or 11.4.3, including any relevant activities by third parties that could frustrate the purpose of paragraph 11.4.1. The Supplier shall make available to the ALSO information concerning compliance with the obligations under paragraph 11.4.1, 11.4.2 or 11.4.3 within two weeks of the simple request for such information.
13.1 ALSO may change or add to the terms and conditions of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Products.
13.2 ALSO upon its own discretion, may send its sales-out data (including Reseller names and addresses, but excluding other types of personal data) to third party market monitoring companies (e.g. Context, GfK) and to the CSP.
14.1 This Agreement shall be governed by the law applicable at the place of ALSO’s registered office, to the exclusion of its conflict rules and international treaties such as the UN Convention on the International Sale of Goods.
14.2 Any dispute, controversy or claims arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be exclusively resolved by the competent courts at the place of ALSO’s registered offic
1.1 These General Terms and Conditions of Business (hereinafter “GTC”) govern the rights and obligations between: ALSO and its customers in connection with all business relationships regarding all products and services of ALSO (hereinafter “Products”). Additional terms and conditions for example for (i) services and e-services provided or made available by ALSO (hereinafter “Special Service Terms”), (ii) products sold by ALSO (hereinafter “Special Product Terms”), or (iii) individual contracts (all agreed terms collectively hereinafter referred to as the “Contract” may apply and shall prevail in case of contradictions with these GTC’s.
1.2 These GTC also apply to all business relationships between ALSO and the Customer, even if they are not expressly agreed every time. Without the explicit written consent of ALSO, the Customer’s terms and conditions of business to which the Customer refers to in declarations, orders, offers or invitations to offers and so forth shall not be applicable. The provision or delivery of Products by ALSO does not constitute a (tacit) consent to such terms of purchase.
2.1 The Customer must notify ALSO without delay of all information required for performance of the Contract and must ensure that it fulfils all obligations to cooperate without delay and to the extent required. The Customer must grant ALSO the necessary access to its premises, systems and resources.
2.2 The Customer undertakes to report to ALSO without delay any significant changes to its enterprise, e.g. concerning business and delivery address, shareholders, legal form, as well as any possible financial problems which could jeopardise the existence of the business.
2.3 The Customer authorises ALSO to obtain information from third parties concerning the legal and financial situation. The Customer provides ALSO with documents or information whenever requested (e.g. to clarify creditworthiness, collections, etc.).
2.4 For each Customer, ALSO will also set an individual credit limit and any other special conditions according to the level of annual sales planned by the Customer and its creditworthiness. In the event that ALSO is of the opinion that there are signs of insolvency or if ALSO has other doubts about the Customer’s creditworthiness, ALSO reserves the right at any time to adjust the credit limit or require advance payments.
2.5 Customer undertakes to not, without the prior written consent of ALSO or the manufacturer of the product, use, sell, resell, transfer or promote the Products whether directly or indirectly:
A) to be used or incorporated as part of any aircraft, spacecraft, military or naval missile or unmanned air vehicle or ground support or control equipment used for the purpose of guidance navigation or direction of any aircraft, spacecraft or military or naval missile;
B) for use in the design, development, production or use of nuclear, biological or chemical weapons missiles, weapons of mass destruction, unmanned aircraft or use in support of terrorism;
C) for use in high risk scenarios where failure or fault of any kind of the Product could reasonably be seen to lead to death or serious bodily injury, or to severe damage to tangible or intangible property or the environment;
D) to any military end users, or for any military end use.
3.1 Unless otherwise specified, the prices set or confirmed by ALSO are excluding value added tax. ALSO reserves the right to adjust prices and conditions at any time without prior notice and without the Customer having the right to terminate the contract prematurely or claim damages. Price increases, particularly due to increases by manufacturers, suppliers, insurance companies, public charges, inflation, currency fluctuations, etc., remain reserved until the Products are delivered or whilst provided.
3.2 For project transactions, project prices that deviate from the ALSO price lists may apply. These are subject to approval by the respective manufacturer/supplier. The Customer is obliged to comply with the respective conditions of the manufacturer for the project transaction. This particularly applies to the proof of end-customer verification, which must be provided no later than ten (10) days after delivery to the end customer.
3.3 Customer is obliged to observe the respective guidelines relating to project business activities. In case Customer infringes ALSO’s guideline or the guideline of the manufacturer, ALSO has the right to invoice any improperly claimed or paid amounts and ALSO and/or the manufacturer may exclude Customer from any future special project prices.
3.4 Minor deviations and defects do not entitle Customer to withhold acceptance but must be corrected by ALSO within a reasonable period of time.
3.5 Unless Customer identifies material deviations and defects within the agreed time period, the Products shall automatically be deemed accepted.
3.6 The place of performance for the Products is the registered office of ALSO.
3.7 Deadlines and delivery periods are non-binding. The information is provided in good faith, although without warranty, and is subject to the punctual delivery to ALSO by manufacturers and suppliers. ALSO is only liable if fixed deadlines expressly affirmed in writing by ALSO are not met. An agreed deadline will always be extended by the period by which the Customer itself is delayed in fulfilling its obligations agreed in the Contract.
3.8 ALSO is entitled to make partial deliveries and perform partial services.
4.1 Unless otherwise agreed in writing, all invoices from ALSO are payable in full no later than the last working day of the calendar month immediately following the date of the relevant invoice. Once this payment period has expired, the Customer is immediately deemed to be in arrears without any reminder being issued. ALSO may charge interest for late payment at the maximum commercial interest rate permitted by law.
4.2 If the Customer falls into payment arrears, all claims immediately become due for payment and ALSO is entitled, without a specific reminder, to make the provision and delivery of further Products dependent on full payment of outstanding invoices, advance payments or other collateral.
4.3 ALSO is also entitled to suspend or terminate the provisioning or delivery of Products to the Customer as soon as the Customer is in payment arrears according to these GTC or any Contract. All consequences arising from such suspension or termination of provisioning or delivery of Products shall be borne exclusively by the Customer. ALSO reserves the right to require an appropriate fee for resuming the provision or delivery.
4.4 In particular, ALSO is entitled to claim reimbursement of all costs for reminders, collections, legal and court proceedings and for further damages. ALSO reserves the right, after the second reminder, to levy an administrative charge of EUR 50.00 and, for unsuccessful payment negotiations or for an instalment agreement, a one-off handling charge of EUR 150.00 (e.g. for third reminder, postage, investigations, clarifications and gathering of information/third-party services, etc.).
4.5 Payments from the Customer that cannot be allocated to an invoice, issued credit notes or another open item of the Customer are left as a credit (hereinafter “Credit”). Credits are visible on the open items list for at least one (1) year from the Credit date. After the expiry of three (3) years from the Credit date, ALSO is entitled to write off the amount. From this point in time, the Customer shall waive the right to reclaim the Credit amount.
5.1 The Customer acknowledges that ALSO does not check incoming goods delivered by manufacturers or suppliers for material defects or functionality. Responsibility for the selection, configuration, deployment and use of products and services and the results achieved with them lies with the Customer.
5.2 ALSO’s warranty does not apply to resources provided by Customer, even if these were procured by ALSO on behalf of Customer.
5.3 The scope of the warranty is determined primarily by the properties warranted in the order confirmation and secondarily by the product description of the manufacturer/supplier..
5.4 In the absence of an explicit assurance, no warranties will be given to Customers. In respect of products from third parties, ALSO is only liable to Customers to the extent that the third party (e.g. manufacturer, deliverer, importer, licensor, service provider) is itself liable to ALSO. The only obligation of ALSO is to assign any warranty and/or guarantee claims it may itself have against third parties – where applicable – to the Customer. The Customer acknowledges that, on account of the respective applicable provisions of the third party, any warranty will generally be limited at the third party’s choice to rectification of the defect, delivery of fault-free replacement goods or a credit note.
5.5 Warranty is excluded in the case of defects due to one of the following causes: a) inadequate or interrupted maintenance; b) failure to observe the operating or installation instructions; c) improper use of the products or use of product in a manner contrary to instructions of the manual; d) use of unapproved parts and accessories; e) natural wear or end of life; f) improper handling or treatment; g) unauthorised modification, alteration or repair by the Customer or third parties; h) where the serial number is defaced; i) external influences, in particular force majeure as well as other reasons for which neither ALSO nor the manufacturer/supplier are liable (force majeure).
5.6 A guarantee is a voluntary contractual service provided by the manufacturer/supplier that goes beyond the usual warranty claims. The Customer will be charged for services under the guarantee that are not provided by the manufacturer/supplier.
5.7 Defects covered by warranty do not entitle the Customer to withdraw from the purchase or to declare this rescinded.
5.8 ALSO warrants that it will provide services expertly and carefully. It is only liable to perform a contract for work and services if this is explicitly stated in the Contract.
5.9 In particular, ALSO gives no warranty in the case of services that its electronic systems (including but not limited to ALSO’s platform as a service offeringsand interfaces will function without interruption, that data will not be lost or that data will not be destroyed when being transferred.
5.10 Its representations and warranties do not cover the availability, topicality and accuracy of content of data and information provided to the Customer electronically.
6.1 Where the Contract has been concluded for an indefinite period, the Customer and ALSO may each give notice (in writing or by email to legal@also.com signed with valid electronic signature) at least one (1) month prior notice to the end of a month that they want to terminate the Contract. The moment when ALSO received the notice will be regarded as the date of the notice.
6.2 ALSO may end the Contract, without being due compensation of any kind, at any time for good cause. In particular, good cause is deemed to be present in the following cases: a) repeated delays in payment and default, b) the Customer’s bankruptcy, suspension of payments or creditors’ agreement or any of these situations being imminent (e.g. due to court filing), c) a change in the control d) moratorium, e) force majeure, f) failure to comply with confidentiality, data security or data protection provisions, g) persistent serious breach of material contractual duties, as well as if providers that ALSO involves to perform the Contract terminate their relationship with ALSO or impose restrictive terms on application.
6.3 Following termination of the Contract, all rights of the Customer to use the services and their content expire. This also applies if individual product or services have been provided to optimise personal use and/or server performance. ALSO will also delete the user data contained in the service.
6.4 Following termination of the Contract, the Customer shall return to ALSO all data and intellectual property rights, except where stated differently in the Contract or where prohibited by law.
6.5 ALSO reserves the right to claim compensation for damages and other expenses for premature termination due to breach of Contract, misuse or for any other good cause.
7.1 When using Products of ALSO, the Customer undertakes to take appropriate, state-of-the-art technical measures to protect against misuse of data and unauthorised access to the infrastructure. The Customer is responsible for controlling access, ensuring security and protecting the files on its system and during transmission. It undertakes to regularly secure and protect its data. Any necessary technical requirements for the use of Products may be specified in Special Service Terms.
7.2 The Customer undertakes that it, its employees and third parties will comply with the operational, technical and security-relevant regulations and planned protective measures in accordance with the latest state of technology and knowledge, in particular with regard to access and access requirements for systems and password and identification features (passwords, login data, etc.). The Customer is solely responsible for ensuring information security.
7.3 Customer shall inform ALSO without delay should it no longer be able to fulfil its obligations with regard to this section or should a breach have occurred.
8.1 The Customer buys and delivers the products and services to its own customers in its own name, on its own account and at its own risk. The Customer is not entitled to act towards its customers or other third parties in the name or as representative of ALSO or to conclude any transactions or contracts on behalf of ALSO. The Customer undertakes to hold the necessary authorisations from the respective manufacturers and suppliers for the resale of products and to adhere to the (contractual) resale provisions and conditions of the manufacturers and suppliers, if necessary requiring its customers to comply with these.
9.1 For the purpose of fulfilling its obligations, ALSO may engage at its own discretion agents and third parties (in particular subcontractors) or employees of such third parties. However, ALSO remains responsible towards the Customer for providing the service and selling the products. Where third parties are used at the Customer’s request, the Customer is solely liable for the risk of non-performance or poor performance by the sub-contractor concerned.
10.1 In the absence of ALSO’s written consent, the Customer is not entitled to assign rights and obligations and any claims against ALSO or to set these off against claims which ALSO has against the Customer.
10.2 ALSO may at any time transfer or assign the rights and obligations arising out of the Contract.
11.1 ALSO and the Customer undertake to keep facts and data confidential that are neither public nor generally accessible. These include, in particular, prices, information about prices, availability, product data or availability and other confidential data and information of a commercial nature, e.g. discounts, retailers’ margins, bonuses, configurations, content or other advance performances and personal data. In case of doubt, all information and data must be treated confidentially. This obligation must also be imposed in writing on third parties involved (e.g. employees, agents, contractors). The Customer undertakes to use these facts and data only for the purpose of the contractual relationship with ALSO and not to pass them on to third parties without ALSO’s prior, explicit, written consent. The duty of confidentiality shall continue to exist after termination of the contractual relationship or after fulfilment of the Contract. This shall not affect any legal obligations to provide information.
12.1 ALSO and Customer shall comply with applicable data protection law when processing customer personal data including but not limited to European data protection law (Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR) and its implementing acts, where applicable.
12.2 ALSO publishes its principles of customer personal data processing as well as any related updates on the Internet at its privacy-webpage of its local entity. The Customer declares that it has taken note of the data protection declaration and, to the extent legally required, has informed its customers accordingly or obtained their valid consent for the processing of their personal data.
12.3 If ALSO processes personal data on behalf of the Customer as a processor, a separate data processing contract must be concluded. For example, this may be relevant in connection with cloud services, support, maintenance, repair and any warranty work.
12.4 Customer is responsible for establishing appropriate data protection regulations in contractual relationships with third parties and with its end customers, and for informing the third parties concerned about the processing, storage and forwarding of data and, if necessary, about data processing by ALSO. The Customer is responsible for obtaining the necessary consents for this from the third parties concerned, as may be legally required, and for submitting them to ALSO on request.
12.5 Customer authorizes ALSO to process data about Customer received with regard to the business relationship or in connection with it, no matter whether it came from Customer or from third parties, within the context of the data protection laws.
12.6 Customer acknowledges that ALSO may give detailed information on products, amounts, turnovers as well as name and address-information of Customer to its suppliers (sell-out-reporting) in order to fulfil its contractual duties, especially for project-deals (end-user-business supported by suppliers).
12.7 Moreover Customer agrees that ALSO may forward the data within ALSO Group and to third parties for means of contract fulfilment and checking of payment behaviour or decisions on credit and collection. Customer acknowledges the data to be transferred abroad, if considered necessary by ALSO.
13.1 The export and re-export of items (goods, software, technology/knowhow and services) by Customers is subject to national and international export and export control provisions, including but not limited to sanctions restrictions of general, sectoral, personal and/or other nature, which can be updated from time to time (not exhaustive examples: United Nations Sanctions list, Specially Designated Nationals List of the US Office of Foreign Assets Control, Sectoral Sanctions Identifications List of the US Office of Foreign Assets Control, lists of natural persons and entities designated by the EU). The Customer undertakes to independently inform itself about and comply with the relevant foreign trade regulations and export control provisions, and to independently obtain the necessary permits from the relevant foreign trade authorities before exporting items (goods, software, technology/ knowhow and services). Each further delivery of items (goods, software, technology/ knowhow and services) by the Customer to third parties (i.e. to end customers, group affiliates of the Customer), with or without the knowledge of ALSO, also requires the transfer of export license conditions as well as data and information relevant to applicable export control law/s. ALSO is entitled to request additional statements from the Customer or end customer if it is conducive to minimizing risk with regard to sanction violations. If claims are brought against ALSO on the grounds that the Customer has failed to obtain the export licenses as well as data and information relevant to applicable export control law/s required for the items (goods, software, technology/ knowhow and services) delivered by ALSO, then the Customer must comprehensively indemnify ALSO, including for law enforcement costs.
13.2 If Customer is aware of any facts raising the suspicion of non-compliance in relation with the execution of the Contract by either Customer or ALSO, Customer shall inform ALSO without undue delay via email to compliance@also.com and export-management-ch@also.com.
14.1 Customer guarantees that it will undertake nothing nor authorise nor permit any course of action that ALSO considers as corrupt practice according to applicable law and any other local or global legislation to the extent applicable. The attempted or actual bribery or direct or indirect influencing of a government official or a political party with money or other items of value and participation in such an act to win business for them or ALSO or to obtain it are particularly considered to constitute such practices.
14.2 ALSO’s representatives and employees, as well as those of the Customer, are instructed to inform ALSO without delay of any violations of this provision of which they become aware via email to compliance@also.com.
14.3 A culpable breach of the obligations under section 14 entitles ALSO to terminate existing agreements or Contracts with immediate effect without notice or to withdraw from them without cost consequences for ALSO, without prejudice to other rights. ALSO reserves the right to claim compensation for any other damages.
15.1 ALSO expects Customer to transparently apply the highest level of due diligence sustainability standards, in compliance with these GTC and applicable laws. For the avoidance of doubt, this implies as a minimum, the implementation of the ten principles of the UN Global Compact, the OECD Due Diligence Guidance for Responsible Business Conduct, the UN Guiding Principles on Business and Human Rights, the ILO Conventions Nos 138 and 182 and the ILO-IOE Child Labour Guidance Tool for Business.
16.1 ALSO reserves the right to amend these GTC at any time.
17.1 Should a provision in these GTC or other agreements and Contracts concluded thereunder be or become ineffective, this shall not affect the validity of the remaining provisions of the GTC or the remaining contractual conditions and agreements as a whole.
18.1 ALSO shall not be liable to the other for any failure to fulfil obligations caused by circumstances of force majeure that are outside of ALSO’s reasonable control, for example coercive actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, terrorist act, sabotage, civil commotion, epidemic, pandemic, quarantine, breakdown of web host, breakdown of internet service provider or communication facilities, generalized lack of availability of raw materials and energy and labor problems (including lockouts, strikes and slowdowns) or other supply chain disruptions. Delays in delivery and performance pursuant to force majeure circumstances entitle ALSO to postpone delivery or performance by the duration of such disruption, plus an appropriate start-up period, or to wholly or partially withdraw from the contract, if it has not yet been fully fulfilled. The Customer shall have no grounds to claim damages if this extends the delivery time or releases ALSO from its obligation.
18.2 For the avoidance of doubt, force majeure does not include a change in economic or financial circumstances.
19.1 If the Contract or any other notice requires written form, electronic signature services from trusted service providers recognized by ALSO are deemed sufficient unless otherwise agreed.
19.2 This GTC might be provided in another language additional to English. In the event of any controversy or dispute, the English version shall prevail.