Terms of Service

These Terms of Service ("Terms") govern access to and use of the Alpyx operational intelligence platform and associated services provided by Alpyx, a Switzerland-based company ("Alpyx", "we", "us").

By executing an Order Form, Statement of Work, or accessing the Alpyx platform, you ("Client", "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity.

These Terms do not apply to the Client's own employees or end-users interacting with the Alpyx agent installed within the Client's environment — those relationships are governed by the Client's own employment law and revFADP obligations.

Alpyx provides enterprise operational intelligence infrastructure consisting of: (a) a software agent deployed on Client-managed endpoint devices to capture cross-software behavioral workflow signals; (b) an on-premise data store and management console; and (c) an analytical layer providing workflow intelligence, process analysis, and operational reporting.

All components of the Alpyx platform are deployed within the Client's own IT infrastructure. Alpyx does not operate, host, or maintain any component of the platform on shared or Alpyx-owned infrastructure during normal operation.

Subject to the terms of these Terms and timely payment of applicable fees, Alpyx grants Client a non-exclusive, non-transferable, non-sublicensable license to install and use the Alpyx platform within Client's internal enterprise environment solely for Client's internal business operations.

The license is limited to the number of seats specified in the applicable Order Form. Client may not exceed the licensed seat count without prior written agreement and payment of applicable additional fees.

This license does not permit: (a) making the platform available to third parties as a service bureau or outsourced service; (b) reverse engineering, decompiling, or disassembling any component of the platform; (c) removing or altering proprietary notices or labels; (d) using the platform in any manner that violates applicable law.

All workflow data captured by the Alpyx platform within Client's environment ("Client Data") is and remains the sole property of the Client. Alpyx acquires no rights in Client Data under these Terms.

Alpyx does not access, process, transmit, or store Client Data on Alpyx infrastructure at any time. Client Data resides exclusively within the Client's designated on-premise data store.

Upon termination of these Terms for any reason, Alpyx will have no obligation to delete Client Data, as Alpyx does not hold Client Data. Client retains full control over Client Data in its own infrastructure.

Client is solely responsible for ensuring that its deployment and use of the Alpyx platform complies with applicable data protection legislation, including EU GDPR, revFADP, and any applicable national labour law requirements governing workplace data collection.

Fees are as specified in the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance.

Fees are non-refundable except as expressly stated in these Terms or required by applicable law.

Alpyx reserves the right to suspend access to platform updates and support services in the event of invoices remaining unpaid for more than 30 days after the due date, following written notice.

All fees are stated exclusive of any applicable taxes, duties, or levies. Client is responsible for all applicable taxes arising from the provision of services under these Terms.

Alpyx retains all intellectual property rights in the Alpyx platform, including the agent software, analytical engine, management console, documentation, and all related technology and know-how.

Client retains all intellectual property rights in Client Data and in any reports or outputs generated by the Alpyx platform from Client Data.

No rights are granted beyond those expressly set out in Section 3 (License Grant).

Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or regulation.

Alpyx warrants that: (a) the Alpyx platform will perform materially in accordance with its documentation during the subscription term; and (b) Alpyx has the right to grant the licenses set out in these Terms.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE Alpyx PLATFORM IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Alpyx DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Alpyx does not warrant that the platform will be error-free, uninterrupted, or that all defects will be corrected.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED.

Alpyx's total aggregate liability to Client under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to Alpyx in the twelve (12) months immediately preceding the event giving rise to liability.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

These Terms commence on the date of the applicable Order Form and continue for the subscription term specified therein, unless terminated earlier in accordance with this section.

Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach that is not remedied within 30 days of written notice; or (b) becomes insolvent, enters administration, or undergoes an analogous process in any jurisdiction.

Upon termination, the license granted under Section 3 terminates immediately. Client will cease use of the Alpyx platform software within 30 days of termination.

Sections 4, 6, 7, 9, and 11 shall survive termination of these Terms.

These Terms are governed by the laws of Switzerland, without regard to its conflict of laws provisions.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland.

Nothing in this section prevents either party from seeking urgent injunctive relief in any competent jurisdiction.

These Terms, together with the applicable Order Form and any Data Processing Agreement, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements and understandings.

Alpyx may update these Terms from time to time. Material changes will be communicated to Client with at least 30 days' notice. Continued use of the platform after the effective date of changes constitutes acceptance.

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

For all contractual enquiries: legal@alpyx-one.com