results in delays or additional expenses for Frey + Cie Sicherheit. The  
same applies to extraordinary events beyond the control of Frey + Cie  
Sicherheit (e.g. strikes, supply chain interruptions, natural disasters,  
war, pandemics, etc.).  
GENERAL TERMS AND CONDITIONS  
1. General  
These General Terms and Conditions (hereinafter referred to as 'GTC')  
govern the contractual relationship between the Customer and  
Frey + Cie Sicherheitstechnik AG (hereinafter referred to as 'Frey + Cie  
Sicherheit') for all services offered by Frey + Cie Sicherheit, namely for  
the delivery, installation and/or assembly, for the commissioning of  
security and fire protection systems and other security systems (video,  
access controls, etc.), as well as for all other services.  
If Frey + Cie Sicherheit fails to comply with dates and deadlines  
expressly agreed to be binding, the Customer shall as a first step set a  
reasonable grace period. If this grace period also expires unused, the  
Customer shall be entitled to withdraw from the contract and claim  
damages for late performance, provided the damage was caused  
intentionally or through gross negligence. The Customer may not make  
any further claims.  
They form an integral part of the contracts between the Customer and  
Frey + Cie Sicherheit. Additional agreements accepted by the Customer  
in writing or electronically (special terms and conditions of use, etc.) shall  
apply in addition to these GTC and shall take precedence over these  
GTC in the event of any discrepancies. Any deviating GTC of the  
Customer shall not apply unless they are expressly confirmed in writing  
by Frey + Cie Sicherheit.  
4. Scope of Services  
Frey + Cie Sicherheit undertakes vis-à-vis the Customer to execute the  
order with due care. The contract includes only services  
which are explicitly and unambiguously described in Frey + Cie  
Sicherheit's Offer and/or in the contractual agreement between the  
parties or in the order confirmation. All additional services or supplies  
requested by the Customer in writing or orally shall be subject to the  
provisions of Section 5 below and shall be invoiced separately.  
Services that are not included in the order confirmation or the contractual  
agreement shall be invoiced at the prices valid at the time of their  
performance. General third-party services necessary for the provision of  
the services are not included in the price and must be borne by the  
Customer.  
For third-party products and services that Frey + Cie Sicherheit  
distributes to the Customer, namely software products and mobile phone  
subscriptions,  
additional  
conditions  
of  
the  
respective  
suppliers/manufacturers may apply. Reference shall be made to these  
in the respective agreements.  
2. Obligations of Offers and Contract  
These services to be borne by the Customer include in particular the  
following:  
The validity of the offer of Frey + Cie Sicherheit is indicated on the offer  
(hereinafter also referred to as the 'Offer'). If this indication is absent, the  
validity is deemed to be 30 days from the Offer date. If an order is placed  
after this period, Frey + Cie Sicherheit reserves the right to refuse the  
order. The contractually agreed prices shall remain binding for 6 months  
from the conclusion of the contract until the services are provided by  
Frey + Cie Sicherheit. If the services are provided after the expiry of 6  
months after the conclusion of the contract, Frey + Cie Sicherheit shall  
be entitled to pass on to the Customer the accrued inflation, as well as  
any supplier prices, fees and levies that have increased in the meantime.  
A reduction of the contractually agreed prices is excluded.  
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masonry, in particular pointing and plastering work;  
painting and carpentry work;  
the creation of openings, recesses, bases;  
heavy-current installations and cable draw-ins etc. for components  
of the system;  
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special constructions, fencing, assembly equipment such as lifting  
platforms, mobile scaffolding, etc. and  
any expenses for structural analyses and expert opinions of any  
kind.  
Licences and authorisations (e.g. TV rights, radio signals, etc.)  
must be purchased by the Customer themselves, unless otherwise  
agreed in writing with Frey + Cie Sicherheit. The responsibility for the  
coordination of the various companies lies with the Customer or the  
construction manager, as the case may be, and not with Frey + Cie  
Sicherheit. Should work interruptions and hindrances arise for  
Frey + Cie Sicherheit as a result of services to be provided on site and  
through no fault of their own, the resulting expenses incurred at their  
cost shall be invoiced separately. Should additional costs arise for  
Frey + Cie Sicherheit as a result of failures on the part of the Customer,  
these may be invoiced to the Customer in full.  
A contract is concluded upon the Customer's acceptance (letter or e-  
mail) of Frey + Cie Sicherheit's Offer. In the case of an electronic order  
(e.g. via the customer account), the contract shall be deemed concluded  
upon confirmation (letter or e-mail), upon commencement of the  
provision of services or upon transmission of access data - but at the  
latest at the time of use of the services by the Customer.  
3. Dates and Deadlines  
Dates and deadlines shall only be deemed binding if they have been  
expressly contractually agreed with the Customer. The Customer shall  
take the necessary and reasonable precautions to ensure that delivery  
and installation can take place unhindered and on time.  
5. Changes to the Scope of Services  
The Customer may propose changes to the agreed scope of services at  
any time. Where possible, Frey + Cie Sicherheit shall implement these  
change requests within the originally agreed time and cost framework  
and in this case will inform the Customer by when the decision on  
implementation must be made. If this is not possible, Frey + Cie  
Sicherheit shall estimate the additional cost resulting from the requested  
changes and submit a limited-term, adapted offer to the Customer for  
approval. If the Customer does not accept the offer in time, Frey + Cie  
Sicherheit shall provide the services as per the original contractually  
agreed scope.  
Expressly agreed delivery deadlines, assembly and commissioning  
dates shall be extended appropriately if the Customer subsequently  
expands or changes the scope of services or fails to comply with their  
duty to cooperate, or complies with the latter belatedly or inadequately.  
Such dates and deadlines shall also be deemed to be extended or  
suspended for as long as the Customer fails to comply with their  
contractual payment obligations. In this case, the additional costs  
incurred by Frey + Cie Sicherheit as a result of delays and additional  
expenses shall be borne in full by the Customer.  
The same applies if third parties cause dates to be missed and this  
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6. The Customer's Duty to Cooperate  
If the final payment deadline set in a reminder has expired without  
payment being made, Frey + Cie Sicherheit may discontinue all services  
until the invoices due have been paid in full. Any deadlines and dates  
designated as binding shall also be suspended for the duration of the  
payment default.  
The Customer shall, on their own initiative and proactively, provide  
Frey + Cie Sicherheit with the information necessary for the  
performance of the contract concerning the setting of objectives,  
requirements, operational specificities, dates and processes.  
The Customer shall ensure that Frey + Cie Sicherheit obtains the  
access and authorisations necessary for the provision of its services in  
respect of the premises, facilities and IT and communication systems.  
For services via remote access, the Customer shall provide secure  
online access. If Frey + Cie Sicherheit is unable to use remote access  
due to negligence on the part of the Customer, they shall be entitled to  
invoice the costs incurred for an on-site intervention. The Customer  
confirms that for certain services (e.g. remote maintenance) explicit  
consent to remote access is required and such services can only be  
provided if consent has been given.  
8. Commissioning  
Commissioning includes the functional testing of the  
equipment supplied by Frey + Cie Sicherheit, the activation of the  
system, including the cleaning of the system file and the instruction of  
the operating personnel.  
9. Retention of Title  
The supplied system remains the property of Frey + Cie Sicherheit  
pending full payment by the Customer. By placing an order, the  
Customer grants Frey + Cie Sicherheit the right to have the retention of  
title  
entered  
in  
the  
Retention  
of  
Title  
Register  
The Customer must immediately notify Frey + Cie Sicherheit of any  
service disruptions or defects in the provision of services, providing the  
information necessary for proper verification, either in writing by post or  
e-mail or in the form stipulated in the contract. The Customer shall  
support Frey + Cie Sicherheit to the extent that is reasonable in  
identifying and analysing service disruptions.  
[Eigentumsvorbehaltsregister] or to register the builder's lien at the  
Customer's expense for claims.  
10. Transfer of Benefit and Risks upon Delivery of Goods  
In the case of delivery of goods (material for assembly to third-party  
craftsmen, etc.), the benefit and risks of the ordered goods shall pass to  
the Customer upon their dispatch or handover to the forwarding agent.  
Deliveries must be checked immediately upon receipt by the Customer  
for defects and transport damage.  
Frey + Cie Sicherheit is not responsible for the Customer's data  
transmission infrastructure. In particular, Frey + Cie Sicherheit assumes  
no responsibility for the availability and performance of data  
transmission networks or for the error-free, uninterrupted and timely  
transmission of data.  
11. Complaints  
The Customer must inspect the services immediately upon receipt or  
delivery. Obvious defects as well as transport damage must be reported  
in writing to Frey + Cie Sicherheit immediately, but at the latest within 5  
days of receipt or delivery of the service.  
If the Customer breaches the duty to cooperate set forth above or  
additionally set forth in the contract, the Customer must reimburse or  
compensate Frey + Cie Sicherheit in full for the resulting additional  
expense and all damages. In addition, any dates or deadlines specified  
in Section 3 GTC shall be extended appropriately.  
If the Customer fails to notify Frey + Cie Sicherheit in a timely and formal  
manner, the services shall be deemed to have been approved. Any  
hidden defects must be reported to Frey + Cie Sicherheit in writing  
immediately, but at the latest within 5 days of their discovery. The  
timeliness of the complaint of defects shall be determined by the time it  
is received and acknowledged by Frey + Cie Sicherheit. After the expiry  
of these reporting periods without them being used or despite the  
installation or commissioning of obviously damaged or defective  
services, any warranty by Frey + Cie Sicherheit is excluded.  
7. Prices and Payment Terms  
All prices exclude VAT. Unless otherwise agreed, the following payment  
terms shall apply:  
30% deposit when placing the order  
30% upon the provision of equipment  
30% upon commissioning  
10% upon issuance of the final invoice strictly net  
12. Warranty  
Services provided on a cost and times basis shall be invoiced  
periodically – as a rule, on a monthly basis in the following month.  
Outside the regular business hours of Frey + Cie Sicherheit, the  
following surcharges shall apply to the respective rates:  
With regard to services of an advisory nature, Frey + Cie Sicherheit  
warrants to the Customer that the services will be provided with  
professional care and in accordance with the current state of the art.  
Frey + Cie Sicherheit only warrants that the employees or auxiliaries  
and subcontractors used or engaged to provide the services will be  
carefully selected, instructed and monitored. Defects arising as a result  
of improper, incorrect or negligent use of the services by the Customer  
or a person appointed by them are not covered by the warranty for  
defects. This also applies to defects arising from incorrect use (e.g.  
outside the product specifications or contrary to the operating or  
assembly instructions), natural wear and tear, ageing or changes to the  
services by the Customer or third parties. If the Customer or third parties  
have failed to observe information regarding the use or operating  
conditions of the services, these defects shall also be excluded. The  
Customer must prove that the defect is not attributable to a breach of  
the operating, use or maintenance instructions or to unauthorised  
changes. If the Customer wishes to file a complaint of defects in relation  
to an intended purpose of use of services, this shall require an explicit  
[Period]  
[Surcharge in %]  
Monday - Friday 8.00 pm - 6.00 50%  
am  
Saturday 00.00 am – 12.00 pm  
50%  
Sunday and general public 100%  
holidays 00.00 am – 12.00 pm  
The invoice amount must be paid in full within 30 days. In the event of  
late payment, Frey + Cie Sicherheit reserves the right to charge the  
Customer default interest at the level of the legally applicable interest  
rates, without the need for a separate reminder. In the event of non-  
compliance with the payment deadline, the Customer undertakes to  
cover reminder fees of CHF 100 per reminder.  
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and prior written confirmation of the suitability of the services for a  
specific purpose by Frey + Cie Sicherheit.  
include software solutions such as apps, voice/data subscriptions, cloud  
services, etc. for Frey Connect and Frey+Cie Webcam solutions. The  
conditions set forth in Section 17 below shall also apply.  
In the event of defects for which Frey + Cie Sicherheit is responsible,  
Frey + Cie Sicherheit shall be entitled, as it may choose, to replace or  
repair the defective service at its own expense or to grant a price  
reduction. Unless otherwise agreed, remediation shall occur exclusively  
during normal working hours. All further claims are explicitly excluded.  
Under no circumstances shall Frey + Cie Sicherheit assume any costs  
for dismantling or reassembly, for associated travel and transport costs,  
or for other expenses incurred by the Customer or third parties that are  
directly or indirectly related to the service itself or its use.  
17. Additional Terms and Conditions for FreyConnect Services  
The following additional terms and conditions shall also apply to  
FreyConnect Services:  
17.1.  
Software as a Service (SaaS)  
The Customer has the right to use FreyConnect Services as a SaaS or  
cloud offering via an internet connection. The Customer shall receive a  
non-exclusive, non-transferable right to use FreyConnect Services,  
limited to the duration of the contractual relationship between Frey + Cie  
Sicherheit and the Customer.  
Warranty claims against Frey + Cie Sicherheit shall become time-  
barred, irrespective of the time at which the defects were discovered, at  
the latest two years after supply of the service to the Customer or the  
place of delivery designated by the latter.  
This use is limited exclusively to the operation of FreyConnect Services  
on the server infrastructure of Frey + Cie Sicherheit or the server  
infrastructure operated by a third party on behalf of Frey + Cie  
Sicherheit. Furthermore, the Customer is not granted any further rights  
to FreyConnect Services. All intellectual property rights, including but  
not limited to copyrights, shall be vested exclusively in Frey + Cie  
Sicherheit or, as the case may be, its suppliers and manufacturers. Use  
by third parties, i.e. the provision by the Customer free of charge or  
against payment, is not permitted. In particular, the Customer shall not  
be entitled to re-license and/or sublicense. The Customer may not  
process, modify or independently copy, further develop, sell, redistribute  
or otherwise exploit FreyConnect Services or parts thereof in deviation  
from the contractual agreements, the scope of functions and services,  
as well as the documentation without the consent of Frey + Cie  
Sicherheit. In addition, the Customer shall have no entitlement to the  
publication or provision of a source code. Any supplementary provisions  
on the terms and conditions of use of third-party services (such as e.g.  
licence terms and conditions of third-party software) shall also be  
deemed to have been expressly agreed.  
13. Liability  
With the exception of the warranty specified in Section 12, any further  
liability of Frey + Cie Sicherheit for direct or indirect losses resulting from  
disruptions or failures of the installation, in particular for property  
damage, personal injury and financial losses resulting from burglary,  
robbery or the like, is expressly excluded to the extent permitted by law.  
Frey + Cie Sicherheit is thus only liable for intent and gross negligence.  
To the extent permitted by law, liability shall be limited to the total amount  
of remuneration payable by the Customer under the contract or until the  
end of a fixed contractual term.  
In particular, Frey + Cie Sicherheit disclaims – again to the extent  
permitted by law – any liability:  
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for the safety measures to be taken by the Customer in the event of  
partial or complete decommissioning of the system as a result of  
repair work  
for direct or indirect consequences of false alarms, e.g.  
official measures, in particular police and  
fire brigade deployments  
17.2.  
Availability and Support  
If the Customer is contractually guaranteed a minimum availability of  
FreyConnect Services, planned maintenance windows, interruptions by  
third parties or the Customer, as well as disruptions beyond the control  
of Frey + Cie Sicherheit (e.g. due to network problems, malware or force  
majeure) shall not be taken into account when calculating availability.  
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for glass breakage during functional testing of the following in  
respect of vibration notification processes  
damage resulting from force majeure, such as storms, earthquakes,  
etc.  
Subject to any contractual agreements to the contrary, the Customer  
shall not be entitled to specific on-call, reaction or error rectification times  
and all support services of the provider shall occur on a 'best effort'  
basis, i.e. within the scope of the operational and human resources of  
Frey + Cie Sicherheit available at the time of the Customer's request.  
If Frey + Cie Sicherheit is not responsible for rectifying the fault in  
accordance with the provisions of these GTC and the contract and the  
Customer nevertheless requests rectification of the fault, Frey + Cie  
Sicherheit may invoice the Customer for the costs incurred in this regard.  
14. Liability for Installation Damage  
If installation work is carried out by Frey + Cie Sicherheit and this gives  
rise, for example, in the event of breakthroughs in walls, etc. to damage,  
due to lack of planning documentation on cable routing, etc. or due to  
other breaches of the Customer's duty to cooperate, this shall be the  
sole responsibility of the Customer. Frey + Cie Sicherheit declines any  
liability for this.  
15. Rights to Services  
The rights to all work products generated for the Customer under these  
GTC, such as for example concepts, designs, sketches, specifications,  
ideas, diagrams, etc. – be they legally protected or not – shall be vested  
in Frey + Cie Sicherheit. In this regard, Frey + Cie Sicherheit grants the  
Customer the right to use the work products for the intended contractual  
purpose.  
Frey + Cie Sicherheit may temporarily restrict or discontinue the  
availability of FreyConnect Services for important reasons, e.g. to  
ensure data security, without affecting the remuneration obligation. This  
applies in the event of a threat to public security, data protection  
breaches or to combat malware and attacks. In such cases, Frey + Cie  
Sicherheit shall inform the Customer as soon as possible of the duration  
and extent of the restriction.  
16. FreyConnect and Webcam Products and Services  
Frey + Cie Sicherheit offers special products and services amongst  
other things under the terms FreyConnect and Frey+Cie Webcam  
(hereinafter collectively referred to as 'FreyConnect Services'). These  
17.3.  
Customer Account  
The Customer is under a duty to keep confidential the access data  
assigned to them and that generated by them and not to make them  
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accessible to unauthorised third parties. The Customer also confirms  
that all persons who access FreyConnect Services via the customer  
account are in fact authorised to do so. Frey + Cie Sicherheit reserves  
the right to block the customer account at any time and without giving  
reasons if the Customer has obtained access by providing false data or  
if the blocking is necessary to safeguard the security and integrity of  
FreyConnect Services.  
h) to promote, design and further develop Frey + Cie Sicherheit  
products.  
Frey + Cie Sicherheit may engage third parties in Switzerland and  
abroad for data processing. If the Customer purchases third-party  
services from Frey + Cie Sicherheit, Frey + Cie Sicherheit may disclose  
to the third party for processing such customer data as the latter requires  
in order to fulfil its contractual obligations to the Customer. If Frey + Cie  
Sicherheit engages third parties in Switzerland or abroad, they are  
accordingly under a contractual duty to comply with the measures  
required under applicable data protection law. Further information  
concerning the use of personal data can be found in the Privacy Policy  
at freysicherheit.ch.  
The Customer is under a duty to contact Frey + Cie Sicherheit  
immediately and inform the latter if they have reason to believe that their  
customer account is or has been misused by unauthorised third parties  
and to change the access data. The Customer shall be liable for all  
actions carried out using the customer account.  
17.4.  
Special Duties of the Customer  
19. Closing Provisions  
When processing personal data using FreyConnect Services, the  
Customer undertakes to comply with the Swiss Federal Law on Data  
Protection as well as all other domestic and foreign data protection  
provisions applicable in connection with the use of FreyConnect  
Services and other services – namely the GDPR [EU]. The Customer  
shall fully release Frey + Cie Sicherheit of any liability in this regard vis-  
à-vis third parties (particularly persons affected by data processing by  
the Customer). The Customer undertakes to inform data subjects in an  
appropriate manner about the data processing and to inform them that  
the Customer is exclusively responsible for the data processing.  
Should individual provisions of these GTC be invalid in whole or in part  
or lose their legal validity later or should there be contractual gaps, this  
shall not affect the validity of the remaining provisions of these GTC. In  
such a case, the invalid or missing provisions shall be replaced or  
supplemented by provisions that come as close as possible to the  
original economic and legal purpose of the GTC. Frey + Cie Sicherheit  
reserves the right to amend these GTC with future effect at any time.  
Any adjustments shall be notified to the Customer in an appropriate  
manner.  
20. Applicable Law and Place of Jurisdiction  
Use of FreyConnect Services may only be made as provided for and in  
accordance with applicable law and any additional agreements between  
the parties. The Customer warrants that they will not commit any  
infringements of the law by using FreyConnect Services and that they  
will not exercise the rights of use granted in an improper manner, in  
breach of contract or in an unlawful manner. The Customer shall release  
Frey + Cie Sicherheit in full of any liability in respect of any infringements  
of the law committed by them or their users and shall be solely  
responsible for the content, quality and truthfulness of the information  
processed by them by means of FreyConnect Services.  
The contract between the Customer and Frey + Cie Sicherheit shall be  
governed exclusively by Swiss law, excluding any conflict of law rules  
that refer to foreign law under Swiss Private International Law  
[Internationales Privatrecht (IPRG)] or international treaties. The  
exclusive place of jurisdiction for both parties shall be the headquarters  
of Frey + Cie Sicherheit in Rothenburg. In the event of ambiguity or in  
court, the German text of the General Terms and Conditions shall  
prevail.  
17.5.  
Data Backup  
Unless otherwise agreed, the Customer shall be solely responsible for  
backing up and restoring Customer data which the Customer processes  
using the FreyConnect and Frey+Cie Webcam services.  
18. Data Protection  
In connection with the provision of services [and/or sale of products] to  
the Customer, Frey + Cie Sicherheit may collect personal data itself,  
obtain from third parties, store, process and pass it on to third parties at  
all times, in compliance with applicable data protection rules.  
If permitted by law, or if there are overriding interests on the part of  
Frey + Cie Sicherheit or if the Customer has given their consent,  
Frey + Cie Sicherheit may process the personal data collected for the  
following purposes:  
a) to verify that the conditions for concluding a contract are met;  
b) to fulfil contractual obligations in respect of the Customer;  
c) to maintain, develop, and preserve customer relationships;  
d) to individualise services or provide personalised content, e.g. by  
analysing demographics, user behaviour and user interests;  
e) for address validation purposes;  
f) to prevent any unlawful use of services (in particular to prevent fraud  
during the conclusion of the contract and for the duration of the  
contract);  
g) for billing and collection purposes, and for assessments of credit  
rating and creditworthiness;  
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