General Terms and Conditions (GTC)

Version 1.0, 05.01.2022

Syntera GmbH, Lucerne

Scope of application and validity
1. These General Terms and Conditions (GTC) govern the conclusion, content and execution of contracts between the customers (hereinafter referred to as "Customers") and Syntera GmbH (hereinafter referred to as "Syntera") for
  - the supply of IT systems, including software development and procurement of third-party software
  - software maintenance and hardware maintenance
  - consulting and support services
  - the provision of other information technology services.
2. The GTC are an integral part of all offers and contracts between the customer and Syntera. Subsidiary agreements, amendments or supplements to the GTC shall only become effective upon written confirmation.
Conclusion of Contract
1. The contract is concluded by signing a separate contract or by written acceptance of the offer.
2. Unless otherwise specified in the offer, Syntera shall remain bound to the offer for 30 days from the date of issue of the offer.
3. If additional costs for Syntera are associated with later order/contract changes, these shall be borne by the customer in accordance with Syntera's current valid rates
Terms of Payment
1. Invoices of Syntera for services/deliveries from all contractual relationships are to be paid within 30 days after invoicing net without discount deduction.
2. Non-compliance with the payment date triggers payment default without an explicit reminder and Syntera is entitled to 8% interest on arrears as well as compensation for all reminder, collection, lawyer and court costs as well as further damages.
Deadlines
1. The fixed dates shall not be considered as expiration dates or fixed dates without express written agreement.
2. If Syntera is responsible for the non-observance of deadlines, the customer shall grant a reasonable grace period for the performance of the services in the context of the respective contract.
3. If the customer is responsible for the non-observance of deadlines, he shall bear the resulting additional costs.
Acceptance of an IT system
1. The acceptance of an IT system is the responsibility of the customer and aims at confirming the faultless functionality. Syntera shall inform the customer that the IT system is ready for acceptance.
2. The acceptance shall be carried out by means of an acceptance protocol and shall contain at least:
  - Subject of acceptance
  - Date of acceptance
  - Persons responsible for the acceptance
  - Description of the defects including their classification as preventing/not preventing acceptance.
3. If the acceptance is not carried out by the customer within one month of being informed of the readiness for acceptance or after the agreed acceptance date, or if a delivered IT system is used productively, it shall be deemed to have been accepted in full without an acceptance protocol.
Warranty
1. During the warranty period of 6 months after acceptance, the customer shall only be entitled to free rectification of defects by Syntera. Other warranty claims are expressly excluded.
2. The customer shall be obligated to notify Syntera in writing and in a reproducible manner of any defects occurring during the warranty period within 10 working days after discovery. Late notifications of defects shall not be considered by Syntera.
3. Syntera shall be released from its warranty obligation to the extent that an information system error is attributable to circumstances for which Syntera is not responsible, such as in particular:
  - Improper operation or changes made by the customer to the conditions of use and operation,
  - Adjustments to the IT system by the customer or third parties,
  - Influences by a third party service or IT systems not supplied by Syntera,
  - Operating errors by the customer or third parties.
4. If Syntera remedies defects which are not covered by warranty, this work shall be charged to the customer at Syntera's usual hourly rates.
Liability for damages
1. Syntera GmbH shall be liable for damages caused by it or by a third party commissioned by it arising from the contractual relationship, unless it proves that neither it nor the commissioned third party is at fault, whereby any liability for slight negligence is excluded. Excluded in any case is the liability for any kind of indirect damage, such as loss of profit and the like. Syntera GmbH is liable up to the total amount of the agreed costs arising from the contractual relationship, but not exceeding CHF 100,000. Excluded from this limitation is liability for personal injury and property damage. Furthermore, any liability is excluded to the extent permitted by law.
Intellectual Property
1. The customer may use the provided software, the know-how, the data carriers and documentation to the extent provided for, but may not pass them on to third parties.
2. Syntera shall retain the exclusive copyrights and copying rights to the components and computer programs created by it, to adaptations of software components of other manufacturers and to the documentation provided to the customer. Any adaptation, extension, publication or reproduction of the same shall require the prior written consent of Syntera.
3. The customer shall apply the same property right notices to all modifications and copies as to the original.
4. Syntera GmbH shall be entitled to further develop and modify all created components, in particular computer code, and to use them for the provision of the same or similar services for other customers, subject to the obligation of confidentiality. The know-how acquired in the performance of a contract may be used by Syntera GmbH for other customers.
Additional services to be agreed upon
1. Syntera GmbH shall deliver to the customer exclusively the contractually agreed documentation in electronic form. If a documentation is developed as part of the contract, it is subject to acceptance. Subsequent changes or updates to the documentation shall only be made if expressly agreed in writing.
2. Maintenance, care and support by Syntera GmbH of delivered information technology systems, in particular of software developments, is only owed by explicit contractual agreement. If the customer so desires, a separate maintenance, care or support contract shall be concluded.
3. Training of delivered IT systems is only owed by explicit contractual agreement. Training shall only be provided if there is an explicit written agreement.
Third party companies
1. Within the scope of its activities, Syntera shall have the right to engage third party companies. It shall be liable for the careful selection and instruction of the same.
Secrecy
1. yntera, any third party companies and the customer shall treat as confidential all facts that are neither public knowledge nor generally accessible.
2. In case of doubt, facts shall be treated confidentially and there shall be a mutual obligation to consult.
3. This duty of confidentiality shall also apply prior to the conclusion of any contract and also after the termination of the contractual relationship.
4. If one of the contracting parties violates the above confidentiality obligation, it shall owe the other party a contractual penalty unless it proves that it is not at fault. This penalty amounts to CHF 50,000 per case. Payment of the contractual penalty shall not release the other party from its obligation to maintain secrecy.
Data Protection
1. The customer authorizes Syntera and agrees to process, store and evaluate the data about the customer received in connection with the business relationship in accordance with the data protection laws.
2. Syntera stores and uses the personal data of the customer for the processing of orders and possible complaints. Furthermore, Syntera is entitled to use the e-mail address of the customer for information letters regarding the orders and for e-mail advertising.
3. Syntera does not pass on any personal customer data to third parties. Excluded from this are service partners who require the transmission of data for order processing. In these cases, however, the scope of the transmitted data is limited to the necessary minimum.
4. The customer has a right to information as well as a right to correction, blocking and deletion of his stored data. Data for billing and accounting purposes are excluded from deletion or cancellation.
Assignment, transfer and pledge
1. Rights and obligations arising from the contractual relationship and the contract as a whole may not be assigned, transferred or pledged to third parties, either in whole or in part, without the prior written consent of the contractual partner. Such consent shall not be withheld without cause.
Applicable Law / Place of Jurisdiction
1. This contract shall be governed by Swiss law, in particular by the provisions of the Swiss Code of Obligations (OR).
2. The place of jurisdiction is Lucerne.