Current version · v0.4.7 · Zug, August 2026
| Agreement | means the entire contract between the Parties, consisting of: the Offer(s), these General Terms, the Data Processing Agreement (DPA) executed between the Parties (if any), and any further contractual arrangements the Parties agree in writing through the authorized representatives of each Party. |
| Affiliate | means with respect to a Person, any other Person controlling, controlled by or under common control with such first Person. The term «control» (including with correlative meaning, the terms «controlled by» and «under common control with»), as used with respect to any Person, shall mean the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. |
| Albatross Services | means the Integration, operation, maintenance and further training with Customer Data of the Albatross Primitives specified in the Offer, as well as the provision of the License, delivered as a software-as-a-service solution (SaaS) pursuant to and in accordance with the Agreement, together with any Professional Services. |
| Albatross Primitive(s) | means the Albatross Software exposed to the Customer through the Prediction API under an Offer — including the underlying AI models, components and serving infrastructure — as defined by the Primitive Specification set out in the applicable Offer. The Albatross Primitives currently offered are the Discovery Feed, Similar Items, Playlist, and Contextual Search; further primitives and software components may be specified in an Offer. |
| Albatross Software | means all software, systems and technology developed or operated by Albatross, in whatever form, including but not limited to: (i) AI models — including model architectures, weights and embeddings — and (mathematical) models, algorithms and libraries; (ii) the data-processing platform, including event ingestion, catalog processing, data pipelines and data stores; (iii) the training, serving and inference infrastructure, including the APIs and the related monitoring and operational tooling; and (iv) calculations, data processing, automated reasoning and simulations; together with all and any components thereof, all Intellectual Property Rights therein, and any related Know-how or Documentation. The Albatross Software includes the Albatross Primitives and any models or components delivered or operated under an Offer. |
| General Terms (GTC) | means this general terms and conditions (GTC), as the same may be amended, modified or supplemented from time to time as provided herein. |
| Confidential Information | means any and all information and documents (be it in tangible, intangible or other form and irrespective whether transferred in writing, electronically, verbally, visually or by any other means) as well as technology, including the Know-how, relating to the research, development, products, methods of manufacture, methods of design, trade secrets, business plans, customers, finances and data as well as intellectual property related to the business or affairs of the relevant other Party, including, but not limited to, Customer Data, Albatross Software, Albatross Primitive(s), Albatross Services, and any other information exchanged otherwise made available in the performance of the Agreement (including that information provided by the Disclosing Party to the Receiving Party under the Confidentiality Agreement). |
| Customer Data | means the data or information the Customer provides to Albatross in connection with the Albatross Services, including data submitted through the APIs (in particular user interaction events and catalog records). |
| Customer Model | means the Customer-specific configuration and state of the Albatross Software operated by Albatross to serve the Customer — the elements trained, tuned, configured or otherwise adapted using Customer Data to serve the Customer, including the representations of the Customer’s catalog, users and context that enable the Albatross Software to generate Predictions for the Customer’s items. The Customer Model does not include the Albatross Software itself or its generally applicable elements, including model architectures, methods and components developed or improved across customers. |
| Customer Obligations | shall have the meaning as set forth in Section 8. |
| Disclosing Party | means the Party providing Confidential Information to the Receiving Party regarding under the Agreement. |
| Documentation | means all and any material, whether printed or in digital form, such as, but not limited to, operator and user manual, training materials, guides, specifications and other materials for use of the Albatross Software. |
| Effective Date | means the date the Agreement, including the Offer and these General Terms, has been accepted by the Customer executing the Offer by signature/electronic signature. |
| Force Majeure Event | shall have the meaning as set forth in Paragraph 37. |
| Improvement | means all and any discovery, invention, enhancement or modification to or in the Albatross technology which are created, found or otherwise emerge in connection with the Albatross Services. |
| Integration | means the phase during which the Customer connects its Pages and systems to the APIs (event, catalog and prediction integration) in accordance with the Documentation and the Offer, and Albatross trains the Albatross Primitives specified in the Offer with the Customer Data. |
| Intellectual Property Rights | means all patents, rights to inventions, methods, processes, technology, utility models, works of authorship, data, computer programming code (object code and source code), copyright and related rights, all trademarks and domains, registered designs, rights in trade dresses or get-up, rights in goodwill or to sue for passing-off, unfair competition rights, rights in designs, topography rights, moral rights, rights in Confidential Information (including trade secrets), Know-how and any other intellectual property rights and/or creation of the mind, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection, in any part of the world. |
| Know-how | means any and all technical data, information, materials, trade secrets, technology, formulas, processes, and ideas, in any form, in which the foregoing may exist. |
| License | shall have the meaning as set forth in Section 4. |
| Offer | means a commercial document executed by the Parties for the provision of the Albatross Services — whatever its title, including documents titled "Offer", "Pilot Agreement", "Production Agreement", "Primitive Activation Form" or "Solution Work Proposal". Where several such documents are in force between the Parties, "Offer" refers to all of them together, unless the context requires otherwise. |
| Page(s) | means the website(s) and application(s), in particular online-shop(s) and marketplaces, for the benefit of which the Albatross Primitives are licensed to and used by the Customer pursuant to the Offer. |
| Paragraph | a margin number/paragraph of these General Terms. |
| Person | means any natural person, corporation, general or limited partnership, business trust, a limited liability company, a trust, an unincorporated organization doing business, a government or any department or agency thereof, a joint venture or any other person or entity doing business. |
| Prediction(s) | means the ranked list of item identifiers (or equivalent output specified in an Offer) returned by the Prediction API in response to a single request; each response returned by the Prediction API counts as one Prediction. |
| Professional Services | means work performed by Albatross personnel under the Agreement, comprising (i) enablement services included in the platform subscription as set out in the Offer, and (ii) Solution Work provided under a written proposal signed by both Parties ("Solution Work"). All results of Professional Services are Work Results. |
| Receiving Party | means the Party receiving Confidential Information from the Disclosing Party under these General Terms/the Offer. |
| Section | a section/clause of these General Terms. |
| Territory | means the country or countries in which the Customer has its legal domicile or in which it operates its Page(s). |
| Work Results | means and includes all knowledge, know-how, methods, processes, data, training results, documents, files and other work made or conceived by Albatross in connection with the Albatross Services. |
1. These General Terms govern the engagement of Albatross by the Customer and the supply of the Albatross Services. The Customer herewith accepts the provision of the Albatross Services pursuant to the terms and conditions of the Agreement.
2. These General Terms, as part of the Agreement, come into effect and are binding upon both Parties as from the date the Offer has been accepted by the Customer (the "Effective Date").
3. Albatross herewith grants to the Customer, for the term of the Offer and against payment of the Compensation, a non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Albatross Services and the Albatross Primitives specified in the Offer, via the APIs, for the benefit of its Page(s) in the Territory ("License"). The Customer does not receive any copy of, or right to possess, the Albatross Software.
4. All rights, title and interests, in particular Intellectual Property Rights, in and to the Albatross Primitives specified in the Offer, are the exclusive property of Albatross and shall remain with Albatross. The Customer has no claim to the transfer of the source code of the Albatross Software. All Intellectual Property Rights in and to further developments (functions, products, etc.) which Albatross carries out for the Customer belong to Albatross or remain with Albatross.
5. All rights, title and interests, in particular Intellectual Property Rights, in Improvements and/or Work Results shall be the exclusive property of Albatross. Therefore, based on the foregoing, the Customer herewith assigns to Albatross the rights over any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer in Improvements and/or Work Results, or, if such assignment is not possible under the applicable law, herewith grants to Albatross a perpetual, worldwide, irrevocable, royalty-free license to use any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer in Improvements and/or Work Results, provided that such suggestion, enhancement request, recommendation, correction or other feedback does not include any Customer Data. For clarity, «to use» referred before in this Paragraph means in particular (but is not limited to): (i) to amend, to further develop or to integrate (in another piece of software), (ii) to sell, to offer for sale or to otherwise distribute or make available/accessible the Improvement and/or Work Results or (iii) to produce copies of the Improvements.
6. For the avoidance of doubt, nothing in this Agreement shall restrict Albatross from using or further developing its general Know-how, methods, processes, algorithms, models, Albatross Software, analytics, learnings, Improvements or Work Results, provided that Albatross does not disclose Customer Data to any third party in a form that identifies Customer or any individual end user or catalog, except as required to provide the Albatross Services or as otherwise permitted under the Agreement.
7. Albatross shall start with the Integration upon the Effective Date and in accordance with the timeline as agreed between the Parties in the Offer. Any reduced or waived Compensation applicable during the Integration or an evaluation phase is as set out in the Offer.
Section 7 — Obligations of Albatross, Service Levels and Remedies
8. The Albatross Services comprise three application programming interfaces: (i) the Event API, used by the Customer to submit user interaction events to Albatross; (ii) the Catalog API, used by the Customer to submit and update item catalog data; and (iii) the Prediction API, used by the Customer to retrieve Predictions in real time (together, the "APIs").
9. Albatross shall use commercially reasonable efforts to provide the Albatross Services in accordance with the following service levels (the "Service Levels"):
a) Prediction API service availability of 99% each calendar month, excluding the time for scheduled maintenance services;
b) Albatross shall use commercially reasonable efforts to maintain responsive server-side Latency for Predictions.
c) Event API Service Availability of at least ninety-eight percent (98%) each calendar month, excluding scheduled maintenance services, with ingestion restored within twenty-four (24) hours of any interruption.
10. For purposes of Paragraph 9:
a. "Prediction API Service Availability" for the Prediction API means the percentage of time during a calendar month that the Prediction API endpoint successfully responds to valid synthetic health-check requests issued by Albatross’ monitoring system at a frequency of no less than one (1) request per minute from at least two (2) geographically distinct probe locations, where a response is "successful" if Albatross returns an HTTP 2xx response within five (5) seconds. Service Availability is calculated as: (Total Successful Probes ÷ Total Probes Issued) × 100, rounded to two decimal places.
b. "Event API Service Availability" for the Event API and Catalog API means the percentage of valid submissions during a calendar month that Albatross successfully accepts and acknowledges within twenty-four (24) hours of submission, as measured by Albatross’ monitoring system. Short-duration interruptions of the Event API or Catalog API shall not be deemed a failure of Service Availability provided that ingestion resumes and any queued or retried submissions from the Customer are successfully accepted within twenty-four (24) hours.
c. "Latency for Predictions" means the server-side processing time measured by Albatross from receipt of a valid Prediction request at the Albatross API gateway to dispatch of the corresponding response, as recorded in Albatross’ production telemetry. Latency measurements exclude (A) network transit time between the Customer and Albatross, (B) time attributable to Customer-side processing, and (C) requests resulting in HTTP 4xx responses other than 429 (rate limiting).
d. Service Availability and Latency for Predictions are measured and recorded by Albatross using its standard production monitoring tools. Measurements shall exclude (A) scheduled maintenance windows notified in advance to the Customer in accordance with Albatross’ standard operational practices, upon advanced written notice of thirty-six (36) hours, (B) downtime or latency caused by force majeure events or third-party infrastructure outages (including, by way of example, AWS, GCP, or other upstream cloud or network providers), and (C) downtime or latency caused by the Customer or by the Customer’s failure to meet its Customer Obligations.
11. Albatross shall conduct the scheduled maintenance services during non-business hours and upon advanced written notice of thirty-six (36) hours.
12. Albatross shall resolve interruptions/non-availability of the Albatross Services within twenty-four (24) hours upon written notification by the Customer, provided that the interruption/non-availability of the Albatross Services is not the result of external factors beyond Albatross’ control (e.g. AWS or GCP outages) or a lack of Customer’s obligations of cooperation.
13. Albatross shall provide the Albatross Services in compliance with the laws and regulations applicable to Albatross in its role as provider of the Albatross Services, including applicable Artificial Intelligence regulations. The Customer remains responsible for compliance with the laws and regulations applicable to the Customer and to the operation of its Pages, including any transparency or other obligations applicable to the operation of recommender systems on the Customer’s Pages.
14. Albatross shall provide the Customer with access to technical support personnel via (i) a dedicated, shared Slack channel established between the Parties at onboarding (the "Slack Channel") for real-time operational communication, and (ii) a dedicated, actively monitored email address (the "Support Email") which shall serve as the official notice channel for incident communications under the Agreement. In the event the Slack Channel is unavailable, the Support Email shall be the sole channel of record. Customer notices and escalations shall be addressed to a Customer-designated distribution list provided at onboarding and maintained by the Customer.
15. Technical support shall be available during Business Hours. "Business Hours" means 9:00 to 18:00 Central European Time on weekdays, excluding public holidays observed at Albatross’ principal place of business. For Critical-Path Incidents, Albatross shall additionally use commercially reasonable efforts to respond outside Business Hours.
16. Incidents shall be classified as follows:
a. Critical-Path Incident:
i. Albatross is not serving Predictions to the Customer (in whole or in significant part); or
ii. the p95 Latency for Predictions, measured over a rolling ten (10) minute window during a period of sustained traffic, exceeds two thousand milliseconds (2,000 ms); or
iii. the error rate for Prediction requests exceeds ten percent (10%) sustained over a ten (10) minute window; or
iv. Customer Data has been, or is reasonably suspected to have been, subject to unauthorized access, disclosure, or manipulation.
b. Non-Critical-Path Incident: any condition (other than a Critical-Path Incident) affecting the Albatross Services, including, by way of example: (i) interruption or degradation of the Event API or Catalog API of less than twenty-four (24) hours’ duration; (ii) ingestion lag, staleness, or freshness issues affecting catalog or event data; (iii) degradation of model output quality not caused by a Prediction API failure; or (iv) any other condition that does not, in and of itself, cause the Albatross Services to fail the Service Levels.
17. Upon detection of a Critical-Path Incident (whether detected by Albatross’ monitoring or notified by Customer), Albatross shall:
a. Initial response. Acknowledge the Incident in the Slack Channel and by email within one (1) hour of detection during Business Hours, and use commercially reasonable efforts to acknowledge within two (2) hours outside Business Hours. "Detection" means the time at which Albatross personnel become aware of the Incident.
b. Status updates pre-restoration. Provide written status updates in the Slack Channel and by email no less frequently than every two (2) hours during Business Hours until service is restored. For the avoidance of doubt, service is "restored" upon the engagement of a workaround or temporary fix.
c. Status updates post-restoration. Where service has been restored via a workaround, temporary fix, or fallback but a permanent fix remains pending, provide written status updates no less frequently than every two (2) Business Days until the permanent fix is deployed.
d. Post-incident review. Deliver a written post-mortem (the "Post-Mortem") to the Customer-designated distribution list (with copy to the Support Email) within five (5) Business Days of final resolution of the Incident. The post-mortem shall cover, at a minimum: an overview of the Incident, a timeline, the identified root cause, and corrective actions taken or planned.
18. Upon detection of a Non-Critical-Path Incident, Albatross shall:
a. Notify the Customer in the Slack Channel and by email within one (1) Business Day of detection, and, where a fix has been implemented within that window, confirm the fix in the same communication; or
b. If no fix has been implemented within the initial one (1) Business Day window, provide written status updates no less frequently than every three (3) Business Days until the Incident is resolved.
19. If a Critical-Path Incident is not resolved within four (4) hours of Albatross becoming aware of it (counted only during Business Hours, or, for Incidents detected outside Business Hours, from the start of the next Business Day), Albatross shall escalate the Incident internally and notify the Customer of the escalation. A dedicated support specialist shall manage the escalation and ensure the Customer is promptly informed. If Albatross does not meet the response objectives in this Section 7, the Customer may request escalation to the next contact level until resolution. An escalation matrix with current contact information shall be established and maintained by the Parties at onboarding and reviewed at least annually.
20. The Customer shall make available sufficient and well-trained personnel in order for Albatross to successfully provide the Albatross Services. The Customer shall further:
a) grant Albatross, in a timely manner, the necessary access to the Pages, its systems, servers or databases required and supply all relevant information from its sphere, such as files, descriptions and technical details, in order for Albatross to provide the Albatross Services and particularly to begin with the Integration;
b) immediately inform Albatross about errors in the Albatross Primitives specified in the Offer and provide Albatross with a written error report;
c) implement and maintain its integrations with the APIs in accordance with the Documentation, including sending complete and accurate catalog records and event data (and, where applicable, linking prediction identifiers to subsequent events);
d) inform Albatross in advance of any material change to the Pages, its tracking or its data schemas that may affect the Albatross Services or the quality of the Predictions.
Section 9 — Data Security and Protection of Personal Data
21. Albatross shall implement necessary technical and organizational security measures to safeguard the Customer Data against unauthorized access, use or disclosure.
22. Albatross shall notify the Customer of any confirmed unauthorized access, breach or compromise of Customer Data with undue delay and in writing upon becoming aware of such incident (and in no event later than within twenty-four (24) hours from gaining knowledge).
23. The Customer shall pay to Albatross the fees agreed between the Parties in the Offer ("Compensation"). All fees are offered excluding VAT and are invoiced, upon Albatross’ discretion, either in CHF (Swiss Franc), EUR (Euro) or USD (US Dollar). Albatross may adjust the Compensation with effect from the start of a Renewal Term by no more than the greater of five percent (5%) or the increase in the Swiss Consumer Price Index over the preceding twelve (12) months, by written notice to the Customer at least ninety (90) days before the start of the relevant Renewal Term.
24. Albatross will issue monthly invoices payable within thirty (30) calendar days from the invoice date. The Customer agrees to receive invoices only in electronic form.
25. The Customer shall be responsible for all national taxes and other statutory payments relating to the Compensation.
26. Without prejudice to further rights, Albatross is entitled to withhold the Albatross Services in the event of default of payment by the Customer until the amounts due have been paid by the Customer in full.
27. The Customer is not entitled to set off any claims against any Albatross Compensation due. The Customer agrees that Albatross can set off any Customer claim against any Albatross Compensation.
Section 11 — Marketing / Commercial Communication
28. Albatross shall be entitled to refer to the Customer as a client and to use Customer’s name and company logo for marketing purposes/in commercial communication. The Customer will grant to Albatross a worldwide, non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license to use the Customer’s trademarks, namely the company name (word mark) and/or company logos (stylized trademarks) for the specific approved uses. The Customer agrees that Albatross may publish aggregated and anonymized performance results obtained through the use of the Albatross Primitives specified in the Offer, without requiring prior approval, for the purpose of commercial communication, including but not limited to press releases, case studies, white papers, and conference presentations.
Section 12 — Warranties / Limitation of Warranties / Guarantees
29. Albatross warrants and represents that:
a) Albatross is (i) the author of the Albatross Primitives specified in the Offer and (ii) the full, unrestricted and undisputed owner of the Albatross Software and all and any Intellectual Property Rights therein;
b) Albatross is unrestrictedly allowed to license the Albatross Primitives specified in the Offer;
c) to the best of Albatross’ knowledge (i) the Albatross Primitives specified in the Offer do not infringe any third party rights, in particular Intellectual Property Rights, in the Territory and (ii) any integrated third party software, in particular open source software (OSS), is used in accordance with the terms and conditions of the respective third party software providers or the license terms and the conditions of the third party software providers do not conflict with the License;
30. Albatross guarantees to comply with all the Albatross obligations as set forth in Section 7, Section 9 and Section 15.
31. The Primitives specified in the Offer and the Albatross Services are provided to the Customer «as is». Albatross makes no express or implied warranties, representations, guarantees or conditions with respect to the Albatross Primitives specified in the Offer or the Albatross Services, including any expressed or implied warranties or conditions of merchantability, functionality, absence of defects or fitness for a particular purpose, except those ones provided within this Agreement. For the avoidance of doubt, Albatross makes no express or implied warranties, representations, guarantees or conditions that the Albatross Primitives specified in the Offer or the Albatross Services will lead to any business transactions on Customer’s Pages and/or to an increase of revenues.
32. The Customer guarantees that:
a) The Customer Data have been collected in compliance with national legislation, particularly national data protection legislation and that the processing of the Customer Data by Albatross does not infringe any national legislation, particularly no data protection legislation, if done following the direct instructions set out in the Agreement;
b) The Customer will comply with all of its Customer obligations as set forth in Section 8.
Section 13 — Limitation of Liability / Exclusion of Liability
33. Neither Party shall be liable to the other Party for any indirect or consequential damages (including loss of profits, unrealized savings, additional expenditures), except to the extent such damages were the result of gross negligence or willful misconduct of the other Party. In case any Party claims an act of gross negligence or willful misconduct by the other Party, the claiming Party bears the burden of proof of such alleged unlawful behavior of the other Party.
34. Subject to Paragraphs 33 and 35, Albatross shall be liable to the Customer for any and all direct damages which are the result of a breach of Albatross’ representations, warranties or guarantees, provided that Albatross’ total aggregate liability under the Agreement shall be limited to the Compensation paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
35. In particular, Albatross shall not be liable to the Customer and the Customer accept such exclusion of liability for:
a) damages which are the result of errors or omissions in the telecommunication between Albatross and the Customer;
b) damages resulting from insufficient power supply or power interruptions;
c) damages resulting from interruptions of the internet connectivity or a slow-down of the internet connection;
d) damages caused by incorrect operation by the Customer, including incorrect use of the Albatross Primitives specified in the Offer;
e) damage resulting from insufficient or non-state of the art security measures by the Customer;
f) damages which are the result of the Customer’s failure to duly fulfill its Customer Obligations.
36. The Customer shall be liable to Albatross for any and all direct damages (including expenses and reasonable attorney fees) which are the result of a breach of Customer’s representations, warranties or guarantees.
37. Except with respect to Compensation obligations under the Agreement, no Party shall be liable for, nor shall such Party be considered in breach of the Agreement due to, any failure to perform its obligations under the Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, pandemic, endemic, disruption or outage of communications, power or other utility, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event").
Section 14 — Indemnification / Limitation of Indemnification
38. In case of an (alleged) infringement of third-party Intellectual Property Rights, Albatross shall amend the Albatross Primitives specified in the Offer in a way that the Albatross Software does not infringe third-party Intellectual Property Rights (design-around).
39. The Customer shall indemnify and hold Albatross harmless from all direct damages resulting from any breach of the Customer’s warranties or guarantees under the Agreement or any misuse of the Albatross Services.
40. Each Party shall duly notify the other Party in writing of any indemnification claim under the Agreement.
41. The Receiving Party warrants and represents that it will maintain as secret and confidential, at all times, all Confidential Information disclosed by the Disclosing Party. The Receiving Party further warrants and represents to:
a) respect the Disclosing Party’s rights to and in the Confidential Information;
b) use the Confidential Information solely for the Purpose of this Agreement; and
c) disclose or provide Confidential Information only to those of the Receiving Party’s employees to whom, and to the extent that, such disclosure is reasonably necessary for the Purposes of this Agreement.
42. Paragraph 41 will not apply to Confidential Information that the Receiving Party can conclusively demonstrate by written evidence:
a) was, before the Receiving Party received such Confidential Information, in the Receiving Party’s possession without any obligations of confidence;
b) is independently acquired or developed by the Receiving Party without breaching any of the Receiving Party’s obligations under this Agreement and without use of any other Confidential Information;
c) is subsequently disclosed to the Receiving Party, without any obligations of confidence, by a third party who has not derived it, directly or indirectly, from Disclosing Party; or
d) is or becomes generally available to the public through no act or default of the Receiving Party or any of the Receiving Party’s employees, agents or sub-contractors.
43. The Receiving Party will ensure that any Person to whom the Receiving Party discloses Confidential Information in accordance with Paragraph 41.c):
a) is made aware of and subject to the Receiving Party’s obligations under this Section 15; and
b) has entered into written undertakings of confidentiality in favor of the Receiving Party that are at least as restrictive as those set out in this Section 15 that apply to the Confidential Information.
44. The Receiving Party will maintain effective and adequate security measures to: (i) safeguard the Confidential Information from access or use by unauthorized Persons; and (ii) keep the Confidential Information under the Receiving Party’s control, such measures being to a high standard of care, and in any event being at least to the same standard of care as used by the Receiving Party for its own confidential information.
45. The obligation of Confidentiality shall subsist even after the termination, for any reason, of the contractual relationship between the Parties. On the expiration or termination of the Agreement, the Receiving Party shall promptly, within thirty (30) calendar days of the date of expiration or termination of this Agreement, at Disclosing Party’s choice, return to the Disclosing Party all copies and any derivatives, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and derivatives and certify in writing to the Disclosing Party, by an authorized representative of the Receiving Party, that such Confidential Information has been destroyed and consequently will no longer be recoverable, accessible and used by the Receiving Party.
46. The Agreement shall become effective as from the date the Offer has been accepted and continue for an initial period stated in the applicable Offer ("Initial Term"). Unless the applicable Offer provides otherwise (for example, an evaluation phase that terminates automatically without renewal), the Agreement will thereafter be automatically renewed for additional periods equal to the expiring Initial Term ("Renewal Term") unless either Party gives the other advanced written notice of termination (email acceptable) at least 60 days before the end of the relevant Term.
47. Either Party may terminate the Agreement with immediate effect:
i) (i) upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party, or (ii) if the other Party is threatened with bankruptcy proceedings by third parties;
ii) upon or after the breach of any material provision of the Agreement by the other Party, the breaching Party has not cured such breach within twenty (20) days after written notice thereof by the non-breaching Party;
iii) upon the other Party’s breach of any confidentiality obligations as set forth in these General Terms.
In addition to the above, Albatross may also terminate the Agreement with immediate effect if the Customer is in default of Compensation payments and fails to make the respective payment(s) within the payment period (deadline) set in the second reminder notice.
48. In case of an early termination of the Agreement by Albatross, the Customer shall:
a) immediately cease from using the Albatross Primitives specified in the Offer;
b) pay Albatross the Compensation that would have been payable for the remainder of the then-current Term, together with any other amounts due under the Agreement at the date of termination.
17.1 Entire Agreement
49. The Agreement (including these General Terms) constitutes the entire understanding between the Parties relating to the subject matter of the Agreement and supersede all prior oral or written arrangements between the Parties.
17.2 Severability
50. In the event that one or more provisions of the Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of the Agreement shall not be affected thereby. In such case, the Parties agree to recognize and give effect to such valid and enforceable provision or provisions which correspond as closely as possible to the commercial intent of the Parties. The same shall apply in the event that the Agreement contains any gaps.
17.3 Assignment
51. Subject to the assignment of the Agreement by any of the Parties to an Affiliate, neither Party may assign this General Terms and/or any right or obligation hereunder without the prior written consent of the other Party.
17.4 Amendments
52. The Agreement (including this Section 17.4 of these General Terms) may only be modified or amended by a document signed by the Parties. Any provision contained in the Agreement may only be waived by a document signed by the Party waiving such provision. Notwithstanding the foregoing, Albatross may update these General Terms from time to time, including to reflect new features or functionality of the Albatross Services or changes in applicable law or regulatory requirements. Albatross shall notify the Customer of an updated version in writing (e-mail being sufficient) at least ninety (90) days before it takes effect, and the updated version takes effect at the start of the next Renewal Term following such notice; until then, the version in force at the execution of the applicable Offer continues to apply. Updates required by applicable law or regulatory requirements may take effect on thirty (30) days’ notice during a running Term, but only to the extent so required. If an update materially and adversely affects the Customer, the Customer may object in writing within thirty (30) days of the notice; in that case the previous version continues to apply for the then-current Term and, if the Parties do not agree on the update before its end, either Party may elect not to renew in accordance with Paragraph 46. The version of these General Terms currently in force is published at usealbatross.ai/legal/gtc; each version is identified in the document footer. Updates to the Data Processing Agreement and to any Customer-specific addendum remain subject to the signed-document requirement of this Paragraph.
17.5 Notices
53. Notices under the Agreement shall be delivered to Albatross as follows: Registered Mail: Albatross AI AG, Arbachstrasse 60b, 6340 Baar, Switzerland; Email: info@usealbatross.ai.
17.6 Form Requirements
54. The Agreement and any related document may be executed in writing or in electronic form (such as an electronic file which contains a scan of the wet ink signature or signed by Skribble, DocuSign or AdobeSign or a similar tool) and be delivered by electronic mail or another transmission method; the counterpart so executed and delivered shall be deemed to have been duly executed and validly delivered and be valid and effective for all purposes.
17.7 Governing Law
55. The Agreement shall be governed by, and construed in accordance with, the substantive laws of Switzerland to the exclusion of its rules on conflict of laws and excluding the Vienna Convention on the International Sale of Goods dated 11 April 1980 (CISG).
17.8 Jurisdiction
56. Any dispute, controversy or claim arising out of or in connection with the Agreement, including disputes on its conclusion, binding effect, amendment, breach and termination, shall be submitted to the exclusive jurisdiction of the competent courts at Albatross’ domicile.
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Zug, August 2026 · v0.4.7