General Terms and Conditions (GTC)

1. Scope of application

These Terms and Conditions (“Terms”) of syniotec GmbH and its subsidiaries and affiliates (“syniotec”) apply to all inquiries, offers, contracts or agreements (“Communications”) and to the sale or delivery of products, professional services and software services (“Services”) that we provide. These Terms are binding on syniotec and the customer (“Customer”) unless otherwise agreed in writing and signed by an authorized officer of syniotec. Failure by syniotec to object to terms in other written or oral communications from Customer shall not constitute a waiver of these Terms.

2. Subject matter of the contract

syniotec provides software developed in-house as SaaS solutions and takes over the integration of tracking units as well as consulting services to optimize the customer’s work processes. syniotec grants the customer the non-exclusive, non-sublicensable and non-transferable right to use the software for the duration of the contract.

3. scope of services and obligations of syniotec

syniotec provides the latest version of the software via the Internet and carries out any necessary updates.
syniotec shall provide the customer with a defined storage space on a server for the storage of its data.
Availability is 98% on an annual average, subject to force majeure or unforeseeable events.
syniotec undertakes to take appropriate measures against data loss and unauthorized access, including weekly back-ups and virus protection measures.

4 Obligations of the customer to cooperate

The customer shall ensure that all necessary data is available in good time and shall check it for viruses or harmful components.
The customer grants syniotec the right to use the data points contributed during the term of the contract in order to further develop the software.

5. Order confirmation

All offers for products and services of syniotec (“Offers”) are subject to prior sale.
An Offer is only accepted if the customer receives a written confirmation from syniotec, including an electronic confirmation.
If no expiration date is specified, the Offer will expire after 30 days.
Cancellations of orders must be made in writing and confirmed in writing by syniotec.
The customer is obliged to purchase all products ordered for the order that cannot be canceled.

6. Delivery and transfer of risk

Without specific instructions from the customer, syniotec shall choose the shipping method.
The customer shall bear the shipping costs and the shipment shall be at the customer’s risk, including the risk of loss and damage.

7. Delay

The delivery time shall be determined by syniotec to the best of its judgment.
The estimated delivery date is not a binding deadline.
Unless expressly agreed otherwise, a postponement of the delivery time by up to fourteen (14) days shall be deemed timely.
In the event of further delay, the customer may set a reasonable grace period and, in the event of non-fulfillment, cancel the order.
Further claims due to delay are excluded.

8. Prices

The prices are described in the offer or in the agreement between syniotec and the customer.
All taxes and fees imposed on the products shall be borne by the customer in addition to the price offered or invoiced.

9. terms of payment

Invoices are always sent electronically.
Payments must be made by the date stated on the invoice, otherwise they shall be considered late.
syniotec has the right to charge interest on arrears and reminder fees and to suspend the subscription in the event of late payment.

10. subscriptions and configurations

The products & services are calculated from the delivery date and invoiced from the 1st of the following month.
The billing frequency is monthly, unless otherwise agreed in writing.

11 Term and termination

The contract comes into force when signed by both parties and has a fixed minimum term of one (1) year.
At the end of the minimum term, the contract is automatically extended by two (2) years in each case, unless it is terminated by one of the parties with a notice period of one (1) month. (1) month, but at the earliest at the end of the minimum term.

The customer is granted the right to terminate the contract prematurely within the first 6 months after signing the contract.
This must be done in writing, before end of the period (of 6 months).
syniotec may terminate the subscription at any time in the event of late payment or other serious breach.

12. data protection and confidentiality

The customer is responsible for compliance with data protection laws.
syniotec processes personal data only on the instructions of the customer.
syniotec has the right to use aggregated and anonymized data.
All information shall be treated confidentially and kept secret for five years after termination of the agreement.

13. product information

Product information is only binding if it is expressly confirmed in the offer or the order confirmation.
syniotec reserves the right to change or discontinue products at any time.

14 Confidential information

All non-public information that syniotec makes available to the customer shall remain the property of syniotec and shall be treated confidentially by the customer.
This information may not be copied or passed on to third parties without the written consent of syniotec.

15. product changes

syniotec reserves the right to change products without prior notice, provided that the changes do not constitute a significant change to the agreed specifications or the functionality of the products.

16. warranty

Software: The use of the software services is at the customer’s own risk and without warranty.
syniotec shall make commercially reasonable efforts to correct any reported non-conformities.

Hardware: syniotec guarantees that the products are free from defects in material and workmanship, but not for defects that should have been noticed during inspection after receipt of the products.
Defects must be reported immediately in writing.
syniotec will either repair or replace the defective product.

17. indemnification

The customer undertakes to indemnify syniotec against all third-party claims arising from the use of the products, except in cases of non-fulfillment of syniotec’s express warranties.

18. limitation of liability

The liability of syniotec is limited to the purchase price of the products concerned.
syniotec shall not be liable for indirect, incidental or consequential damages.

19 Intellectual property

The customer acquires a non-exclusive license to use the software.
No further intellectual property rights are transferred.

20. media rights

The customer authorizes syniotec to use the customer’s name, company logo, images and videos for marketing and advertising purposes.
This includes use on syniotec’s website, in presentations, in social media, in advertising materials and in other communication channels.

21 Force majeure

syniotec shall not be liable for delays in delivery or non-delivery due to force majeure or other circumstances beyond its control.

22 Partial ineffectiveness

Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions.

23. transfer of rights

syniotec may transfer its rights and obligations under this agreement to third parties.
The customer requires the written consent of syniotec for this.

24 Applicable law

These GTC are subject to the law of the Federal Republic of Germany.

25 Arbitration

The place of jurisdiction for all legal disputes arising from or in connection with this contractual relationship shall be Bremen, subject to mandatory provisions of law. deviating statutory places of jurisdiction.
Each party may apply to a competent court for interim relief.

26. continuance

The provisions on confidentiality, indemnification, limitation of liability and applicable law shall survive the termination of this Agreement.

27 Entire agreement

These GTC and the written order confirmation represent the complete agreement between the parties and replace all previous verbal and written agreements.