terms_and_conditions

Terms and Conditions of Alpine Innovations AG

  1. Scope

These terms and conditions (the “Terms”) govern the relationship between Alpine Innovations AG, Chamerstrasse 176, 6300 Zug as per the applicable Order Form (each a “Party” and together referred as the “Parties”) regarding the provision and use of “NOOAL”, a digital retail management system (“Platform”), available on nooal.app and related services, notably on an optional basis, to the extent made available on the Platform at Alpine Innovations’ sole discretion (together the “Services”).

Alpine Innovations will perform the Services for the Customer as specified in an individual order form (each an “Order Form”).

In the event of a conflict between these Terms and an Order Form, the Terms shall prevail, except if agreed otherwise with an explicit reference to the altered clause of these Terms.

Each Order Form together with these Terms and related annexes (“Annexes”) forms an individual contract (“Contract”) between Alpine Innovations and the Customer.

  1. Services

    1. Description

By providing access to the Platform and the Services, Alpine Innovations facilitates operational and deployment tasks across both physical and e-commerce retail points of sale, supporting the entire lifecycle of retail locations.

Alpine Innovations provides the Customer with several Service options, based on the number of active stores of the Customer. The Services are separated into different subscription plans (each a “Subscription Plan”), including different sets of features and modules. A complete overview of the Services, and related information are available in Annex [2-4] and as displayed on the Platform. Upgrades and downgrades of Subscription Plans are possible at the conditions set forth in this Contract. The Services are subject to the technical limitations and usage caps set forth in Annex 5 (Technical Limitations). The Customer acknowledges and agrees to operate within these limits unless otherwise agreed in writing.

  1. Registration

Based on the applicable Subscription Plan, the Customer may be able and need to register one or more user account(s) (each a “User”) to enable its employees and/or authorized representatives to access and use all or part of the Services.

The Customer is entitled to designate one or more Users as administrator(s) (“Admin Account”), who shall have the exclusive ability to configure the platform settings and assign or modify permissions and access rights of other Users according to the Customer’s business requirements.

The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated.

  1. Restrictions

Customer shall use the Services through its own employees, agents, and/or duly authorised representatives only and for its own business purposes and shall take appropriate steps to ensure compliance with these Terms by such Users.

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party.

The Customer is responsible and liable for activities conducted through their account by the Users and the Admin Account and must immediately notify Alpine Innovations if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

The Customer agrees not to use the Services in a manner that exceeds the technical limitations described in Annex 5. Breach of these limitations may result in performance degradation, service suspension, or additional fees, as reasonably determined by Alpine Innovations.

  1. Rights & Obligations of Alpine Innovations

Alpine Innovations will provide the Customer with the Services as agreed in the Contract.

Alpine Innovations:

Alpine Innovations constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, Alpine Innovations will notify the Customers that are directly affected by such changes, and where reasonably possible.

Alpine Innovations reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services (“Feedback”). Alpine Innovations may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Alpine Innovations and acknowledges it has no claim in relation to the Feedback.

  1. Rights & Obligations of Customer

The Customer agrees to use the Services in compliance with these Terms and all legal and moral obligations applicable in the territory where they are located. The Customer is obliged to cooperate in the performance of these Terms to the necessary extent, free of charge.

The Customer may not:

The Customer agrees it will not, unless with Alpine Innovations’ prior written permission:

  1. Payment

Based on the applicable Subscription Plan, and any related optional services or licenses agreed upon by the Parties, the Customer shall pay the agreed fees (the “Licensing Fees”), in accordance with the payment terms set forth in the Contract, including any applicable discount listed on the Order Form or otherwise agreed on the Platform by the Parties, and via the payment methods made available by Alpine Innovations. The Licensing Fees are invoiced retroactively on a monthly basis, unless otherwise agreed.

Changes in Licensing Fees related to the removal of a discount or optional service, as described on the Platform and/or otherwise communicated to the Customer, take effect on the next billing cycle.

If not explicitly stated otherwise, all fees are in CHF and excluding VAT.

Alpine Innovations has the right to unilaterally adjust the Licensing Fees every year based on the Swiss inflation rate. The annual increase shall be the lesser of the Swiss inflation rate or 2%. Such adjustment shall be applied automatically without prior notice to the Customer.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, Alpine Innovations reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period. Late payments result in an interest rate of 5% p.a.

Except where prohibited by law, all fees are non-refundable.

  1. Term & Termination

The Contract between the Parties remains in full force and effect for the duration of the related Subscription Plan as agreed by the Parties in the relevant Order Form or otherwise on the Platform (“Initial Term”). The Agreement will automatically renew for subsequent periods of the same duration as the Initial Term (each a “Term”), unless this Contract is terminated or the duration of the Subscription Plan is amended by the Parties.

Either party may terminate the Contract at any time with immediate effect if the other party is in material breach of the Contract and fails to remedy this violation within 10 days after a notice. This includes in particular Customer’s failure to pay on time or the start of insolvency procedures against the other party.

In all other cases, either Party may terminate at any time by notifying the other party in text form with a notice period of 30 days towards the end of a Term.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination. The Services are not provided after termination.

  1. Intellectual Property

Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property rights (“Intellectual Property Rights”). All Intellectual Property Rights in the Services or any part of it remain vested in Alpine Innovations.

Where applicable and only to the extent necessary, each party grants the other party a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to the Intellectual Property Rights required to fulfil the Agreement.

  1. Confidentiality & Privacy

The parties may disclose to each other confidential information (“Confidential Information”). Confidential Information includes, without limitation, any information which is marked as confidential, such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Alpine Innovations.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.

Each party undertakes to protect all confidential information that becomes accessible or known based on the Terms. This confidentiality obligation remains in force even after the termination of the Agreement. Alpine Innovations and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

Alpine Innovations collects and processes personal data as described in its Privacy Policy available at https://www.nooal.com/legal/privacy-policy . Alpine Innovations protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

Alpine Innovations may collect, generate, and derive performance, analytical, or usage data relating to the Customer’s access to or use of the Services (“Usage Data”). Usage Data will not include any data, text, or any other works, including source code (collectively “Customer Data”) that the Customer submits, uploads, or otherwise posts to or transmits.

Alpine Innovations will only use Usage Data for the performance of these Terms, to monitor the performance and stability of the Services, and to prevent or address technical issues with the Services. Alpine Innovations may also anonymize Usage Data, aggregate it with other data, and use that aggregated, anonymized data to improve its products and Services.

The Parties’ respective rights and obligations in relation to the processing of personal data are further specified in Alpine Innovations’ Data Processing Agreement (“DPA”), available at https://nooal.com/legal/dpa, which forms an integral part of this Contract and shall prevail over these Terms in the event of conflict unless explicitly agreed otherwise.

  1. Liability & Indemnity

Alpine Innovations is fully liable to the Customer for damages resulting from Alpine Innovations’ gross negligence or wilful misconduct. In all other cases, Alpine Innovations’ liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

Alpine Innovations will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

The Customer agrees to indemnify, and hold Alpine Innovations harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer’s representations and warranties set forth in the Agreement; (iii) Customer’s violation of the rights of a third party; (iv) Customer Data uploaded on the Platform.

  1. Warranties & Representations

The Customer acknowledges that the Services are provided “as is” and “as available”, and Alpine Innovations makes no warranties or representations of any kind related to the Services or the information and materials contained thereon. Alpine Innovations makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.

Alpine Innovations does not guarantee that the Services are error-free and will function without any interruption or disruption. Alpine Innovations may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Alpine Innovations will inform the Customer about potential interruptions in advance. Any further warranty is excluded.

  1. Marketing

To the extent that the Customer opted in for the Marketing Discount, each Party is entitled to use the other Party’s name, logo, and a brief description of the services provided for advertising purposes on the Party’s website and other marketing or investment materials. Any other use requires the prior consent of the other Party.

The Customer agrees to respect Alpine Innovations’ Brand Guidelines when using each other’s name or logo.

  1. Miscellaneous

Entire Agreement: This Contract constitutes the entire agreement between Alpine Innovations and the Customer, and supersedes all prior agreements between the parties relating to the subject matter of the Order Form.

Any deviation from the Contract requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by Alpine Innovations.

Changes to Terms: Alpine Innovations may update the terms of this Agreement from time to time. Any changes will be communicated to you in writing with reasonable notice before they take effect. If the Customer does not agree to the updated terms, the Customer may terminate the Agreement by providing written notice prior to the start of the next Term. Continued use of the Services after the effective date of the updated terms, without providing notice of termination, will be deemed acceptance of the changes..

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of Alpine Innovations.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

Governing Law & Jurisdiction: The Contract, and all claims or causes of action that may be based upon, arise out of or relate to the Contract shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The ordinary court at the seat of Alpine Innovations has exclusive jurisdiction for all disputes arising from or in connection with this Contract.

Annex 1 – Service Level Agreement (SLA)

1 Scope and Availability

Alpine Innovations shall use reasonable commercial efforts to ensure the availability and continuity of support and implementation services provided to Customers.

According to the Terms, Alpine Innovations guarantees a minimum service availability of 98% uptime over a 24-hour period, 365 days a year for the Services. Any scheduled maintenance announced at least 48 hours in advance by Alpine Innovations shall not be counted toward downtime calculations. Downtime attributable to third-party providers beyond Alpine Innovations control is excluded.

2 Support Levels

Incidents are classified by priority, with defined response and recovery times. Report incidents via email ([email protected]) or the Platform’s UI.

The Customer hereby acknowledges and agrees that all Alpine Innovations only provides 3rd Level Support as described below. The Customer may enter into a separate agreement with ad hoc implementation partner for them to provide the Customer with 1st and 2nd Level Support, and for acting as a System Administrator for which Alpine Innovations shall not be held liable in any way. The Customer may also handle 1st and 2nd Level Support independently and at its sole responsibility.

The following support structure applies:

Support Level Responsibilities
1st Level Support (not provided by Alpine Innovations) First point of contact for end customers, handling general usage inquiries, password issues, navigation support, and initial troubleshooting
2nd Level Support (not provided by Alpine Innovations) In-depth analysis and resolution of functional or configuration-related issues not resolved at 1st level; responsibility for liaising with the customer to gather necessary technical details. This includes but is not limited to process and data management such as processes and data structure adjustments to fit the Customer’s needs.
3rd Level Support (Alpine Innovations) Resolution of defects or issues within the core software that cannot be resolved by the Partner; triggered only upon Partner’s documented and substantiated escalation

3 Response and resolution times for 3rd level support

All times are measured within Alpine Innovation’s support hours, which are Monday to Friday, except public holidays in Zürich, from 9 am to 5 pm CET, or as otherwise communicated in text form by Alpine Innovations to the Customer

With regards to 3rd Level Support only, Alpine Innovations commits to the following response and resolution times for Customer:

Severity Description Initial Response Time Resolution Time
Severity Level 1 Critical system failure; core functionality inoperative Within 1 hour Within 12 hours
Severity Level 2 Major service degradation impacting multiple users Within 4 hours Within 36 hours
Severity Level 3 Isolated or minor functional issues Within 12 hours Next scheduled update
Severity Level 4 General inquiries or non-urgent requests Within 24 hours Next scheduled update

The Customer acknowledges and agrees that the Initial Response Time and Resolution Time start from the moment that Alpine Innovations has been made aware of the reported incident, either via the Platform ticketing system or as escalated by the relevant System Administrator, as applicable in each case.

Annex 2 – Features included in the Base License

Annex 3 – Optional Features and Services

Annex 4 – Technical Specifications

Hosting:

Data Objects

Process engine with the following process types:

API endpoints
For all Data Objects:

Event Bus

External systems can subscribe to our Events so they can react to changes in our system close to real time. This enables easier and faster integration.

Authentication

Annex 5 – Technical Limitations

Join our newsletter to stay up to date on features and releases.

Subscribe

© 2025. Nooal. All rights reserved.

"*" indicates required fields

Name*
User agreements*