General Terms of Use of syniotec GmbH (GTC)
Status as of 09.02.2026
1. Applicability of the General Terms and Conditions | Subject Matter of the Contract
1.1. syniotec GmbH, Am Wall 146, 28195 Bremen, Germany (hereinafter referred to as “Provider“) operates the Software as a Service solutions SAM & RAM (“SAM & RAM“), which can be used to control the work and scheduling processes of construction machinery and equipment. In addition, the Provider offers IT services and telemetry hardware products for the scheduling and optimization of work processes for construction machinery. (the “syniotec technology“).
1.2. The subject matter of these General Terms and Conditions of Use (hereinafter referred to as “GTC“) is (i) the provision and operation of SAM & RAM in the form of the user software, which is made available to the customer by means of an API via a remote data connection as Software as a Service (hereinafter referred to as “SOFTWARE“) for the use of its functionalities, and (ii) the granting of storage space (50 MB per machine or device profile) on the provider’s servers (hereinafter also referred to collectively as “Contractual Services“) against payment of the agreed fee. These GTC apply to all Contractual Services provided by the Provider in the context of the provision of the SOFTWARE for use by the Customer. These GTC also apply to all future contractual relationships concerning SAM & RAM between the parties.
1.3. All agreements made between the provider and the customer are set out exclusively in these GTC, the SAM & RAM service description and the offer. These are an integral part of the contract.
1.4. The customer’s access to the Internet is not the subject of this contract. The customer bears sole responsibility for the functionality of its Internet access, including the transmission paths to its IT systems.
1.5. These GTC apply exclusively. Any terms and conditions of the customer that conflict with or deviate from these GTC shall not become part of the contract, even if the provider is aware of them, unless the provider has expressly agreed to their validity in writing.
1.6. The Provider is entitled to amend and adapt these GTC during the term of the contract with effect for the future if this becomes necessary for a compelling reason, such as compelling operational reasons, changes to laws or case law, or if exclusively new services of the Provider (such as the expansion of the offer through the provision of additional services) are introduced. The provider shall send the customer the amended terms and conditions in text form prior to the planned entry into force and draw particular attention to the new regulations and the date of entry into force. At the same time, the provider shall grant the customer a reasonable period of at least four (4) weeks to declare whether it objects to the amended terms of use. If no objection is made within this period, which shall commence upon receipt of the notification in text form, the amended terms and conditions shall be deemed to have been agreed. The provider shall inform the customer separately of this legal consequence, i.e. the right of objection, the objection period and the significance of silence, at the beginning of the period.
1.7. The use of the services does not include the provision of software for local installation on the customer’s IT systems. However, the Provider reserves the right to also provide services for local installation. All rights to the syniotec technology used by the Provider (in particular hardware, source code, etc.) shall remain solely with the Provider. The contractual services may contain components that are subject to open source software licenses. Separate provisions may apply here.
2. Essential Definitions
2.1 “Force majeure” is an event that is not foreseeable by either party. Force majeure in this sense includes in particular (i) fire, explosions or other accidents; (ii) storms, earthquakes, tornadoes, floods, volcanic eruptions or other natural disasters; (iii) war, threat of war, terrorism, insurrection or other unrest; (iv) epidemics, pandemics, quarantine restrictions or other restrictions imposed by public health measures; (v) strikes or other industrial action by the parties or their suppliers or their employees; or (vi) sanctions or embargoes.
2.2 “Customer” is the legal or natural person specified in the offer.
3. Conclusion of Contract
3.1. Information on SAM & RAM; products and services on the Internet or in brochures, catalogs or other materials from the provider are – unless expressly stated otherwise – subject to change with regard to the services, quantity and ancillary services and do not constitute a binding offer to conclude a contract by the provider.
3.2. Offers made by the supplier to the customer are non-binding, unless expressly stated otherwise. Every order placed by the customer requires acceptance and confirmation by the supplier. The Provider may accept or reject an order at its own discretion. A contract is only concluded upon confirmation of the order (at least in text form) by the provider.
3.3. An order placed by the customer that deviates from the terms of an offer by the provider, even if only in insignificant points, shall always be deemed a rejection of this offer and a new offer by the customer. A contract in accordance with the new offer is only concluded after written acceptance and/or order confirmation by the supplier.
3.4. Silence or implied action on the part of the supplier does not constitute acceptance or order confirmation.
4. Provision of Contractual Services and Rights of the Provider
4.1. The Provider shall provide the Customer with the use of the SOFTWARE with an annual average availability of 98% excluding maintenance work to the extent described in the offer. The measuring point for availability is the service transfer point in the form of the exit point of the API interface.
4.2. As part of the provision of the SOFTWARE, the Provider shall receive documentation of the SOFTWARE in the form of an electronic user manual (hereinafter “Documentation“).
4.3. The Provider reserves the right, while safeguarding the legitimate interests of the Customer and subject to a notice period of three (3) weeks, to change, extend or discontinue individual services, in particular if this is necessary to prevent misuse or if the Provider is obliged to do so by law. If the contractual use of the contractual services by the customer is not only insignificantly impaired as a result, the customer is entitled to demand a price adjustment or to terminate the contract. The Provider may make improvements, extensions or adaptations of the contractual services to the state of the art at any time without observing a notice period, provided that the identity of the service is maintained.
4.4. Provider is entitled to block or remove prohibited content after weighing up the interests of both parties; the same applies if Provider is obliged to do so by law, on the basis of a complaint by a third party, a court ruling or an official order.
4.5. Provider is entitled to block Customer’s access to the SOFTWARE if (i) there are concrete indications that the access data has been or is being misused; (ii) there are indications that unauthorized third parties have gained access to the Customer’s IT infrastructure in any other way; (iii) the blocking is absolutely necessary for technical reasons; (iv) the Provider is obliged to block access on the basis of applicable laws or by court or official order; and/or (v) the Customer is more than 3 months or a total amount equivalent to 3 months in arrears with payment of the agreed fee despite repeated reminders.
4.6. The provider shall notify customers of the blocking in text or written form no later than one week before the blocking comes into effect, provided that the notification is reasonable in consideration of the interests of both parties and is compatible with the purpose of the blocking.
4.7. The Provider shall provide the Customer with a defined storage space on a server for the storage of its data. The customer may store content on this server in accordance with the technical specifications set out in the offer. If the storage space is no longer sufficient to store the data, the provider shall inform the customer of this. The customer may reorder corresponding quotas subject to availability at the provider. The Provider shall ensure that the stored data can be accessed via the Internet.
4.8. The customer is not entitled to transfer this storage space to a third party for use in part or in full, for a fee or free of charge.
4.9. The customer undertakes not to store any content on the storage space whose provision, publication or use violates applicable law, official measures or the rights of third parties.
4.10. The provider is obliged to take suitable precautions against data loss and to prevent unauthorized access to the customer’s data by third parties. To this end, the Provider shall make weekly backups, check the Customer’s data for viruses and install state-of-the-art firewalls. The Customer shall be granted the option to receive a full back-up version of its data stored in SAM & RAM on the servers operated by the Provider at any time in the format it wishes for a payment of EUR 2,500.00 net.
5. Granting of Usage Rights and Data Processing
5.1. Subject to full and unconditional payment of the remuneration due, the customer receives the simple, Germany-wide, non-transferable, non-sublicensable right, limited in time to the term of the contract, to use the SOFTWARE via the Internet to the extent granted in the contract for the customer’s own business purposes and those permitted under this contract. The provider expressly does not grant the customer any further rights, in particular rights to the software.
5.2. If the Provider provides the Customer with additions (e.g. patches, additions to the documentation) or a new version of the SOFTWARE (e.g. update, upgrade) during the term of the contract, these are subject to the provisions of the contract.
5.3. The customer is not entitled to use the SOFTWARE or make it accessible to third parties beyond the scope of this contract. In particular, the customer is not entitled to reproduce and/or sell the software or parts thereof for a fee or free of charge or to pass it on to a third party in any other form, to enable a third party to use or gain knowledge of it or to use the software for a third party, in particular not to rent or lend it. The right of use shall expire upon termination of the contract for whatever reason.
5.4. In the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide the provider with all information required to assert claims against the unauthorized third party, in particular the name and address of the unauthorized third party.
5.5. The customer grants the provider the irrevocable right to use the data points fed into the SOFTWARE during the contract period in order to further develop the SOFTWARE on an ongoing basis. The right includes the use of analyses of the data points in anonymized form for presentation purposes and publications of the provider. The right shall survive any termination of the contract, unless this conflicts with the legitimate interests of the customer. The provisions of §§ 87a ff. of the German Copyright Act (UrhG) remain unaffected by this.
5.6. If and insofar as additional software property rights in accordance with §§ 69a ff. of the German Copyright Act (UrhG) or rights of use to the SOFTWARE or to any further developments arise during the term of the contract as a result of the data points fed in in accordance with the previous clause 5, these rights, together with all property rights, shall be the exclusive property of the Provider, without the Provider being obliged to pay any remuneration to the Customer. They are hereby assigned or granted to the Provider in advance, unlimited in terms of content, time and territory, as well as sublicensable and transferable. Provider hereby accepts the assignment and grant.
6. Usage Conditions for the Customer
6.1. The use of the SOFTWARE requires that the system requirements specified in the offer are met and that the customer has Internet access with a bandwidth of 10 Mbit/s.
6.2. The provision of these requirements as well as Internet access including transmission services from the service transfer point to the devices used by the customer are not the subject of this contract, but are the responsibility of the customer.
7. Cooperation Obligations of the Customer
The parties agree that the provision of the contractual services depends to a large extent on the efficient and successful cooperation of the parties. Against this background, the Customer shall, among other things, fulfill the following obligations to cooperate at no cost to the Provider. In particular, he shall,
7.1. keep the access data assigned to it and any other agreed identification and authentication safeguards secret, protect them from access by third parties and not pass them on to unauthorized third parties. This data must be protected by suitable and customary measures. The customer shall inform the provider immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorized persons;
7.2. create the conditions of use described in Section 6;
7.3. comply with the restrictions and obligations with regard to the rights of use in accordance with section 5;
7.4. ensure that the content it transmits or stores does not infringe any third-party rights (e.g. personal rights, rights to one’s own image, copyrights, trademark rights, etc.) or otherwise violate applicable law (e.g. data protection regulations) (“Prohibited Content“);
7.5. not use the SOFTWARE improperly or allow it to be used improperly, in particular not transmit any information offers with illegal or immoral content or refer to such information that serves to incite hatred, incite criminal offenses or glorify or trivialize violence, are sexually offensive or pornographic, are likely to seriously endanger the morals of children or adolescents or impair their well-being or damage the reputation of the provider or third parties.
7.6. refrain from attempting to retrieve information or other data without authorization, or to interfere with the SOFTWARE or have it interfered with by unauthorized third parties, or to penetrate the data networks of providers without authorization;
7.7. indemnify the Provider and its vicarious agents from all claims of third parties (including the costs of necessary legal defense) that are based on an unlawful use of the SOFTWARE by the Customer or are made with the Customer’s approval or that arise in particular from data protection, copyright or other legal disputes associated with the use of the SOFTWARE. If the customer recognizes or must recognize that such a violation is imminent, he is obliged to inform the provider immediately.
7.8. The customer shall provide the provider with a contact person and (legal) representative as well as contact details (e-mail address and telephone number) for communication in connection with the fulfillment of the contract.
7.9. In the event of inaccuracies or changes in the contact details and in the event of a change in a contact person or representative named by the client in accordance with Section 8, the client is obliged to inform the provider immediately in text form, providing updated information.
8. Remuneration, Billing, and Payment Modalities
8.1. For the provision of the contractual services, the customer shall pay the provider the remuneration in accordance with the offer.
8.2. All prices are subject to the applicable statutory value added tax. Payments shall be made by bank transfer to an account to be specified by the supplier. Payments must be instructed in good time so that payment can be expected to be received within the deadline in accordance with normal banking practice.
8.3. The Provider shall issue an electronic invoice (in PDF format) for the respective calendar month at the time of the payment deadlines specified in the offer or, if no payment deadlines have been agreed, at the end of each calendar month. Invoices shall only be sent electronically to the e-mail address most recently provided by the customer to the provider in text form. In the event of changes to the e-mail address, the customer must immediately inform the provider of the current e-mail address in text form.
8.4. In the event of late payment, the provider may charge interest on arrears at a rate of 0.5% of the outstanding invoice amount per calendar week. § Section 286 (3) BGB shall not apply. The provider is at liberty to provide evidence of higher damages and the customer is at liberty to provide evidence of lower damages.
8.5. Fees are due for payment without deduction within 14 days of receipt of a proper invoice. Payments are to be made exclusively using the “bank transfer” payment method offered by the provider.
8.6. Only claims that are undisputed, legally established or in a synallagmatic relationship to the respective claim of the provider shall entitle the customer to offset or withhold payment.
9. Claims for Defects
9.1. The Provider warrants that the contractual services are free from defects which cancel or reduce the value or suitability for the usual use or the use assumed in the respective applicable version of the service description. An insignificant reduction in value or suitability shall not be taken into account.
9.2. The Customer shall provide the Provider with all necessary information, documents or data for the analysis and rectification of defects and, in exceptional cases, enable and permit access to the Customer’s servers if necessary.
9.3. If a not insignificant defect occurs in the contractual services provided by the Provider, the Provider shall, within a reasonable period of time and at the Provider’s discretion, either remedy the defect or provide the defective service again free of defects (collectively referred to as “subsequent performance“). Subsequent performance may also be effected by handing over or installing a new program version or a workaround. If the defect does not impair the functionality or only insignificantly, the Provider shall be entitled to remedy the defect by delivering a new version or an update within the scope of the version, update and upgrade planning, to the exclusion of further claims for defects.
9.4. If the supplementary performance fails, in particular because the defect is not remedied despite an attempt to remedy it, the supplementary performance is unreasonably delayed or is unjustifiably refused, the customer may, subject to the statutory requirements, terminate the contract, reduce the purchase price and demand compensation for damages or expenses.
9.5. The customer has no claims for defects due to faults caused by damage, incorrect connection or incorrect operation.
9.6. The customer’s claims for defects shall become time-barred within twelve months of their occurrence, unless the provider has fraudulently concealed the defect of title; the statutory limitation period for the customer’s claims for damages shall remain unaffected.
9.7. The provider does not assume any warranty for test and/or beta versions of the software that can be used by the customer free of charge.
10. Provider’s Liability
Finally, the provider is liable as follows:
10.1. The provider shall be liable without limitation for damages due to intentional or grossly negligent acts, culpable injury to life, limb and/or health, in the event of a breach of a guarantee expressly designated as a “guarantee”, and in the event of mandatory statutory liability under the Product Liability Act.
10.2. In cases other than those described in section 1, the liability of the provider for the slightly negligent breach of a material contractual obligation, the fulfillment of which is necessary to achieve the purpose of the contract and on the fulfillment of which the customer may therefore regularly rely, is limited to the foreseeable and contract-typical damages at the time of the conclusion of the contract; however, this liability is limited to a maximum of: € 5 million for personal injury and property damage, and € 1 million for financial losses.
10.3. In all other cases, the provider is not liable for slight negligence.
10.4. The provider’s strict liability for damages (§ 536 a BGB) for defects existing at the time of conclusion of the contract is excluded. Clauses 1 to 10.3 remain unaffected.
10.5. The customer is responsible for regularly backing up his data at appropriate intervals. In the event that the Provider is liable on the merits for a loss of data, this liability shall be limited to the amount that would be required to restore the data if such reasonable regular backups had been made.
10.6. The provider shall not be liable for data loss caused by technical failures, interrupted data transmissions or other problems arising in this context that are beyond the provider’s control (e.g. faults on the transmission paths of telecommunications service providers or the Internet).
10.7. The above liability provisions of Sections 10.1 to 10.8 also apply in favor of the provider’s executive bodies, employees, representatives and/or vicarious agents.
11. Confidentiality
11.1. The parties undertake to keep secret from third parties any documents, knowledge, experience and information on products, services, know-how and technology that become known or are provided to the other party in the course of the performance of this contract (hereinafter referred to as “Confidential Information“).
11.2. The confidentiality obligation pursuant to Section 1 above shall not apply to information if and to the extent that (i) it was already lawfully in its possession prior to disclosure and without an obligation of confidentiality, (ii) it was published without any action on its part or otherwise became generally known through no fault of its own, (iii) it was lawfully transmitted to it after conclusion of the contract by one or more third parties without an obligation of confidentiality, i.e. without breach of this contract by the receiving party; (iv) these are released in writing by the disclosing party, (v) these have been made accessible to a third party by the disclosing party without corresponding obligations and restrictions, or (vi) these must be disclosed in accordance with statutory or administrative regulations if the disclosing party is notified of this requirement without delay and the scope of the disclosure is limited as far as possible, or must be disclosed due to a court decision if the disclosing party is notified of this decision without delay and if there is no possibility of appealing the decision.
11.3. The parties shall use Confidential Information solely for the purpose of fulfilling the obligations arising from an existing contract. The parties are obliged to obligate their employees and other persons involved in this contract and its execution to observe this confidentiality in an appropriate manner.
11.4. The confidentiality provisions under this clause 11 shall continue to apply for a period of two (2) years after termination of the contract.
11.5. In the event of contradictions between a confidentiality agreement (“NDA“) concluded by the parties and the provisions of this section, the provisions of the NDA shall take precedence.
11.6. If the provider processes personal data on behalf of the customer as part of the contractual service, the parties undertake to conclude an agreement on order processing in accordance with Art. 28 GDPR. The Provider shall provide a corresponding template. The use of the services is only possible if this agreement is concluded. The applicable version of the data processing agreement is an integral part of the contractual relationship.
12. Reference Citations and Press Releases
The Customer authorizes Provider to use the Customer’s name, company logo, images and videos for marketing and advertising purposes. This includes use on the Provider’s website, in presentations, in social media, in advertising materials and in other communication channels.
13.Engagement of Subcontractors
The Provider is entitled to have individual or all of its performance obligations performed with the help of third parties (e.g. by subcontractors).
14. Contract Duration and Termination
14.1. Unless expressly agreed otherwise, the term of the contract shall commence on the date specified in the Provider’s order confirmation as the start of the contract and the minimum term of the contract shall be one (1) year (“Term“). After expiry of the Term, the contract shall be extended by a further two (2) years in each case, unless it is terminated by either party with one (1) month’s notice prior to expiry of the respective Term. The customer is granted the right to terminate the contract prematurely within the first 3 months after signing the contract. This must be done in writing before the end of the period (of 3 months).
14.2. The right to terminate for good cause remains unaffected. The statutory provisions apply in this respect. A sale of individual business areas of the Provider or a change of shareholders does not give rise to a special right of termination for the customer. A good cause exists for the Provider particularly if (i) the customer is in default of payment of invoices for two consecutive months or a significant part of the remuneration or (ii) in a period extending over more than two months, is in default of payment of an amount corresponding to the remuneration for two (2) months and/or (iii) if the customer continues to violate their obligations from clause 7 even after warning or (iv) if the Provider is prevented from providing its contractual services due to an event of force majeure and this impediment to performance persists for more than sixty (60) calendar days.
14.3. Any termination must be in writing to be effective.
15. Force Majeure
If the performance of the contractual obligations is hindered by a force majeure event, the affected party shall be released from the obligation to fulfill the affected obligations for the duration of the force majeure event. The affected party shall immediately inform the other party in writing of the circumstances that led to the occurrence of force majeure. As long as the Provider is prevented from providing the contractual services due to a force majeure event, the Customer shall be released from its payment obligation.
16. Choice of Law, Jurisdiction, and Final Provisions
16.1. The place of performance is the registered office of the provider.
16.2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the provisions of international private law.
16.3. The Provider is entitled to transfer the rights and obligations arising from this contract and the contract as a whole to an affiliated company in accordance with Sections 15 et seq. AktG without the prior consent of the customer.
16.4. The registered office of the provider is agreed as the exclusive place of jurisdiction for merchants, legal entities under public law and special funds under public law. The provider reserves the right to sue the customer at his general place of jurisdiction.
16.5. There are no ancillary provisions outside of this contract and its annexes. Any amendments, additions or the rescission of these GTC and/or the contract must be made in writing; this also applies to the amendment, addition or rescission of this clause 16.4.
16.6. Should individual provisions of these GTC be or become invalid in whole or in part, or should there be a loophole in the terms and conditions, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any loopholes in the agreements.