1. Applicability
The following Allgemeinen Geschäftsbedingungen [General Business Terms and Conditions] (AGB) shall be valid for all services and contractual relationships with syncroPro AG.
2. Contractual Period, Termination
Service agreements and product deliveries end automatically when they have been duly fulfilled. In the case of recurring services, they shall be tacitly renewed for a further contractual period unless notice of termination is given in writing 3 months before the end of the contractual period.
3. Services Execution
syncroPro AG may perform the services itself or have them performed by third parties at its own expense. The place of execution is the business location of syncroPro AG.
4. Timeframes / Deadlines
Time schedules and dates for delivery, installation and commissioning shall be deemed to be approximate unless expressly stated to be binding.
5. Handover and Acceptance
syncroPro AG shall provide the agreed service by handing over the product or the work results.
If an acceptance procedure has been agreed, an acceptance report must be drawn up for each acceptance and signed by both parties. Without an acceptance report, the services shall be deemed to have been accepted if the acceptance does not take place within 30 days after the agreed date and/or after the handover and/or after the productive use of the product by the Customer.
6. Non Acceptance
If the Customer does not accept the delivered product, syncroPro AG may, in addition to the measures provided for in Art. 91 ff. Swiss Code of Obligations, syncroPro AG may also demand compensation for the future services not rendered. This compensation can be increased to 50% of the contractual value of the services not yet rendered. In the event of payment by the Customer, syncroPro AG shall be entitled to discontinue the provision of services after sending a registered reminder and setting a grace period.
7. Purchase & Warranties for Software and Hardware
For products such as hardware, third-party software, etc., which syncroPro AG also distributes, other or supplementary provisions shall apply in part - in particular with regard to rights to the software, the customer’s licences as well as the manufacturer’s warranty rights. The content and scope of the terms and conditions for the supply of software products are set out directly in the manufacturer’s licence guidelines, which are enclosed in electronic form with the respective software product. The configuration and warranty conditions for hardware are specified in the manufacturer’s contractual documents.
Independent of syncroPro AG, the manufacturer shall grant the Customer a manufacturer’s warranty in accordance with its own warranty guidelines. Any warranty and liability on the part of syncroPro AG is excluded.
8. Prices
The current price and fee agreement of syncroPro AG applies.
All prices are without VAT and any additional taxes. Notification of price changes will be sent by e-mail and shall be deemed to have been accepted if no written objection is received within one month of receipt of the price information sheet.
In the event of an objection, syncroPro AG shall be entitled to terminate the Agreement by giving six months notice. Until the agreement is terminated, the service shall be provided in accordance with the previous conditions.
Invoices issued by syncroPro AG must be paid within the agreed payment period after invoicing without any deduction. Once this period has expired, the customer is automatically in delay.
9. Travel Time / Travel Expenses
For travel time by car, syncroPro AG will charge a kilometre-based price and a reduced hourly rate (the same price will be charged for travel by public transport). For the compensation of travelling time by plane, syncroPro AG shall charge a reduced hourly rate as well as the travel expenses incurred. Any additional expenses (such as accommodation, meals and taxis) shall be charged on the basis of the actual expenses incurred.
10. Supplemental Expenses
The following additional costs will be charged separately:
- Services for the analysis and elimination of malfunctions not caused by the delivered or serviced components;
- Services for the elimination of faulty functions caused by the intervention of third parties or by compelling circumstances;
- Expenses incurred as a result of software/virus attacks.
NOT REVIEWED
11. Customer’s Responsibility
The Customer must fulfill all the requirements that he owes so that syncroPro AG can render the services which it owes. He shall be responsible particularly for the following areas:
Operational management responsibility for the result attained through the services contractually rendered by syncroPro AG,
Designation of a contact person and the project management,
Training the employees,
Notifications of disruptions and errors,
Supplying the data to be processed,
Implementation and controlling of data back-up for those devices, systems and third-party software which are not hosted by syncroPro AG
Supplying of suitable space for the installation including the Internet and telephone connections,
Fulfillment of the usage guidelines issued by syncroPro AG and/or the manufacturers,
Supporting the employees of syncroPro AG,
Definition and programming of the interfaces to be realized by the Customer,
Supplying, operation and maintenance of the components to be procured by the Customer,
Coordination of and ensuring the rendering of services by third-party companies,
Inspection of the products immediately after handover and lodging immediate notifications of defects,
Procurement of consumable supplies such as toner, paper and removable data carriers as well as the replacement of wear-and-tear parts.
12. Rights to Work Results
All rights to the products created by syncroPro AG or its subcontractors shall continue to be held by syncroPro AG. The Customer shall receive a usage right which is non-exclusive and non-transferable.
13. Warranty Exclusion in the Case of the Customer’s Own Fault
The warranty for unauthorized rectifications, technical manipulations and/or extensions by the Customer or by third parties shall be excluded.
14. Liability
The parties shall be liable for personal injury in unrestricted fashion. For direct damages which they cause in conjunction with the contractually-agreed contractual performance, they shall be liable maximally for the service fees incurred for the usage of the product within a timeframe of six months before the occurrence of damages. The liability for indirect damages, e.g. lost profits, shall be expressly excluded insofar as this is legally permissible. For the conduct and for the failures to act upon the part of their auxiliary personnel and subcontractors (including their auxiliary personnel), the parties shall be liable as for their own conduct.
The access to SaaS services shall be made via an Internet access and via a suitable web browser. This is not the object of the service owed by syncroPro AG. syncroPro AG shall be responsible only for the contractual functioning of the systems, computers and transmission cables operated by it itself or its vicarious agents. Otherwise, the usage of third-party computer systems and transmission cables on the Internet shall fall into the Customer’s sphere of risk.
15. Nomadic Service
The telephone service of syncroPro AG (hereafter, “syncroPro AG”) is per se a nomadic service, i.e. from syncroPro AG’s perspective, the service is not bound to one location and can also be used at another location than the designated installation address. However, the emergency number routing always assumes that the service is being used at the designated installation address.
The Customer shall be responsible for informing all users in this regard in accordance with the statutory directives and obtaining the respective user’s consent that he is purchasing a nomadic service. In accordance with the current legislation these days, each user must expressly and demonstrably provide his consent for the usage of the nomadic service. This is relevant insofar as the nomadisation of the service cannot generally be made per user, but rather only collectively for all users of the service provider.
16. Offsetting Exclusion
The Customer may only then offset with counterclaims against the claims of syncroPro AG if they have been recognized in writing by syncroPro AG.
17. Security
The ownership to the sold hardware products shall only then be transferred to the Customer if they have been paid for in full. syncroPro AG shall be entitled to have the reservation of ownership entered into the public register.
The issuance of a usage license shall be made subject to the proviso of the payment in full of the licensing fees. If the Customer fails to pay the licensing fees, he shall be obliged to delete all copies of the software as well as to return the data carriers and documentation to syncroPro AG.
18. Enticement Ban
The parties shall reciprocally entice away no employees or contractors. This obligation shall be valid for the duration of the contractual obligations between the Customer and syncroPro AG as well as for one year thereafter.
19. Contractual Amendments, Ancillary Agreements
Contractual amendments, changes to the General Business Terms and Conditions and ancillary agreements shall only be valid if they have been concluded in writing and signed by both contractual parties with legal validity.
20. Special provisions for Internet services
The Customer acknowledges that syncroPro AG shall in principle dynamically award the IP addresses. Public IP addresses assigned to the Customer shall remain syncroPro AG’s property.
The Customer shall be obliged to not misuse the services of syncroPro AG for the dissemination and/or the retrieval of information with illegal or immoral content. If syncroPro AG identifies such misuse, syncroPro AG shall be entitled to block the connection promptly and without advance notice. The Customer shall be obliged to pay damage compensation and shall have no claim to a reimbursement of any payments that have already been made.
It shall be the Customer’s responsibility to protect syncroPro AG’s services that he uses from unauthorized access and manipulation. The Customer shall be liable in full scope for any corresponding damages.
In the case that operationally-required measurements or grid modifications are implemented, syncroPro AG shall be entitled to interrupt the services – if possible, with prior notice –without reimbursing any payments that have already been made.
The Customer shall have the sovereignty over the usage and customer data and the ownership thereto. After the contractual relationship lapses, they shall be returned in a suitable form. The dissemination / continued usage of the data shall not be made without the Customer’s written consent. syncroPro AG hereby waives a right of retention to the data. The Customer shall be entitled at any time to demand the return of the customer data at its own expense.
21. Changes
Any subsequent amendments of or supplements to these AGB shall become a contractual component if the Customer does not lodge an objection in this regard within 30 days after becoming aware of the modified Business Terms and Conditions.
22. Applicable Law, Legal Venue
Exclusively substantive Swiss law shall be valid for this Agreement. The validity of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980) shall be excluded.
The legal venue shall be Zurich.