ALTRION – B2B Annual Subscription and One-Off Services

1. Scope (B2B Only)

These Terms and Conditions apply exclusively to business-to-business (B2B) relationships.
The Customer confirms that it acts in the course of its professional or commercial activity and does not qualify as a consumer within the meaning of applicable consumer protection laws.

Consumer protection regulations, including but not limited to rights of withdrawal applicable to consumers, shall not apply.

2. Contracting Entity

The contracting entity within the ALTRION group shall be the legal entity expressly identified in the relevant order confirmation, service agreement, or invoice.
The Customer acknowledges that different legal entities within the ALTRION group may be involved in the provision of services depending on the applicable jurisdiction, regulatory role, or scope of services.

3. Applicable Law

This Agreement is governed by:

  • Swiss law, in particular the Swiss Code of Obligations (CO);

  • with regard to personal data protection, the Swiss Federal Act on Data Protection (FADP / LPD) and, where applicable, the EU General Data Protection Regulation (GDPR – Regulation (EU) 2016/679) and the UK GDPR.

4. Nature of the Services – Annual Subscription and One-Off Services

All services are provided digitally and/or remotely.
No physical goods are supplied.

4.1 Annual Subscription Services

ALTRION provides professional regulatory and compliance consulting services primarily offered through annual service packages.

Each annual service package:

  • has a fixed annual duration;

  • is provided on a subscription basis;

  • includes exclusively the services expressly described in the selected package.

Unless otherwise agreed in writing, services provided under a subscription are recurring on an annual basis.

4.2 One-Off (Non-Recurring) Services

In addition to annual subscriptions, ALTRION may also provide one-off, non-recurring services, including but not limited to:

  • standalone regulatory assessments;

  • gap analyses;

  • document reviews;

  • ad hoc consulting activities;

  • project-based regulatory support.

One-off services:

  • are not subject to automatic renewal;

  • are provided exclusively for the scope and duration expressly agreed;

  • do not create any obligation for future or recurring services.

Unless expressly stated otherwise, one-off services are independent from any active or future annual subscription.

5. Contract Formation

5.1 Annual Subscription Services

The Customer’s order constitutes a binding offer to enter into an annual service agreement.
The contract is deemed concluded only upon confirmation by ALTRION, following the verification process described in Section 6.

5.2 One-Off Services

For one-off services, the contract is concluded upon:

  • written confirmation by ALTRION (including by email), or

  • acceptance of a specific quotation or order confirmation.

6. Initial and Annual Verification of Consistency and Feasibility

6.1 Initial Post-Purchase Verification (Annual Subscriptions)

Following the initial purchase, ALTRION shall conduct a preliminary regulatory and technical assessment to verify:

  • the consistency between the selected service package and the Customer’s actual regulatory situation;

  • the accuracy and completeness of the information and documentation provided;

  • the objective feasibility of providing the services in compliance with applicable laws and regulations.

6.2 Proposal for Adjustment

If inconsistencies or incompatibilities are identified, ALTRION may:

  • propose an adjustment or upgrade of the service package;

  • redefine the scope of services; or

  • declare the objective impossibility to proceed with the requested services.

6.3 Refund in Case of Non-Continuation (Initial Year)

Where:

  • inconsistencies result from inaccurate, incomplete, or misleading information provided by the Customer; and

  • ALTRION issues a proposal for service adjustment; and

  • the Customer decides not to proceed,

ALTRION shall issue a partial refund, retaining a flat administrative fee of Eur 300, covering administrative handling, preliminary analysis, and regulatory assessment activities.
No further compensation shall be due.

6.4 Annual Re-Verification

At each annual renewal, ALTRION reserves the right to perform a renewal verification to confirm that:

  • the regulatory context has not materially changed;

  • the selected service package remains appropriate.

If changes occur, ALTRION may propose an updated package or revised pricing applicable to the new subscription year.

6.5 One-Off Services – Verification

For one-off services, ALTRION reserves the right to verify feasibility and regulatory consistency prior to or during service execution.
If objective impossibility emerges, ALTRION may suspend or terminate the service, invoicing the activities already performed.

7. Duration, Renewal and Termination

Each subscription has a duration of twelve (12) months, starting from the effective activation date communicated by ALTRION.

7.2 Automatic Renewal

Unless terminated in accordance with Section 7.3, the subscription shall be automatically renewed for successive annual periods.

7.3 Termination by the Customer

The Customer may terminate the subscription by providing written notice at least 30 days prior to the expiration of the current annual term.
Termination shall take effect at the end of the current subscription year.
No refunds are due for the ongoing annual period.

7.4 Termination by ALTRION

ALTRION may terminate or suspend the subscription with immediate effect in case of:

  • material breach by the Customer;

  • failure to cooperate or provide required documentation;

  • non-payment or repeated late payment;

  • regulatory or legal impossibility to continue the service.

7.5 One-Off Services

One-off services terminate automatically upon completion of the agreed scope.
No renewal or continuation shall be implied.

8. Pricing and Payments

8.1 Annual Subscription Fees

Each subscription is subject to an annual fee, as specified in the selected service package.
Prices are stated exclusive of VAT or other applicable taxes.

8.2 One-Off Service Fees

Fees for one-off services shall be:

  • specified in the relevant quotation or order confirmation;

  • payable according to the agreed payment terms;

  • due irrespective of the existence of an annual subscription.

Unless otherwise agreed, one-off services are non-refundable once started.

8.3 Recurring Charges (Subscriptions)

By completing the purchase, the Customer expressly authorizes ALTRION to:

  • automatically charge the annual fee;

  • using the payment method provided;

  • at each annual renewal date, unless the subscription is terminated in due time.

8.4 Failed Payments

In case of failed or rejected payment:

  • ALTRION may suspend the services;

  • additional administrative costs may be charged;

  • continued non-payment may result in termination.

9. Customer Obligations

The Customer undertakes to:

  • provide accurate, complete, and up-to-date information;

  • promptly notify ALTRION of any regulatory, organizational, or product-related changes;

  • actively cooperate throughout the service period.

10. Limitation of Liability

ALTRION shall perform the services with professional diligence and in accordance with applicable regulatory standards.

ALTRION does not guarantee the achievement of any regulatory approval, certification, registration, or acceptance by Competent Authorities.

To the maximum extent permitted by law, ALTRION shall not be liable for:

  • regulatory decisions or actions of Competent Authorities;

  • changes in laws, standards, guidelines, or regulatory interpretations;

  • indirect, consequential, or economic damages.

11. Intellectual Property

All materials, documents, templates, methodologies, and know-how developed or provided by ALTRION remain the exclusive property of ALTRION, unless otherwise agreed in writing.

12. Data Protection and Processing of Personal Data

(FADP – GDPR – UK GDPR)

12.1 Roles of the Parties

For the purposes of applicable data protection laws:

  • ALTRION acts as Data Controller with respect to personal data processed for its own administrative, contractual, and compliance obligations;

  • ALTRION may act as Data Processor where personal data are processed on behalf of the Customer in the context of regulatory representation or consulting services.

The specific role applicable shall depend on the nature of the service provided.

12.2 Categories of Data and Purpose of Processing

Personal data processed may include, without limitation:

  • identification and contact details of the Customer’s representatives, employees, or authorized persons;

  • regulatory, quality, and compliance-related information included in technical or regulatory documentation;

  • login credentials and access data for regulatory portals where applicable.

Personal data shall be processed exclusively for:

  • performance of contractual services;

  • compliance with regulatory and legal obligations;

  • communication with Competent Authorities where required.

12.3 Geographic Scope of Data Processing

Depending on the service provided and the applicable regulatory framework, personal data may be processed by ALTRION or its affiliated entities in:

  • Switzerland;

  • the European Union / European Economic Area (EU/EEA);

  • the United Kingdom.

The Customer expressly acknowledges and accepts that cross-border data processing and access may occur within these jurisdictions.

12.4 International Data Transfers

Where personal data are transferred outside the country of origin, ALTRION ensures that such transfers are carried out in compliance with applicable data protection laws, including, where required:

  • adequacy decisions issued by competent authorities;

  • Standard Contractual Clauses (SCCs);

  • other legally valid transfer mechanisms under FADP, GDPR, or UK GDPR.

12.5 Subprocessors and Group Entities

ALTRION may engage:

  • affiliated entities within the ALTRION group; and/or

  • qualified external service providers (subprocessors),

for the performance of the services, provided that appropriate contractual safeguards are in place to ensure data protection compliance.

12.6 Data Retention

Personal data shall be retained only for the duration necessary to:

  • perform the contractual services;

  • comply with applicable legal, regulatory, or professional obligations;

  • defend against potential legal claims.

Retention periods may vary depending on the nature of the service and applicable regulatory requirements.

12.7 Data Subject Rights

Where applicable under FADP, GDPR, or UK GDPR, data subjects may exercise their rights, including:

  • right of access;

  • right to rectification;

  • right to erasure or restriction;

  • right to object.

Requests shall be addressed in accordance with applicable law and within statutory time limits.

12.8 Further Information

Further details on data processing activities are provided in the Privacy Policy published on the ALTRION website, which forms an integral part of these Terms and Conditions.

13. Force Majeure

ALTRION shall not be liable for delays or failure in performance resulting from events beyond its reasonable control, including but not limited to acts of public authorities, regulatory freezes, system outages, epidemics, or force majeure events.

14. Governing Law and Jurisdiction

This Agreement is governed exclusively by Swiss law.
The exclusive place of jurisdiction shall be the registered office of the relevant ALTRION contracting entity, unless mandatory legal provisions apply.