General Terms and Conditions

Part A: General Provisions

1. Scope

1.1These General Terms and Conditions ("Terms") apply to all contracts, offers and services of Syn IT towards its customers, including future ones, even if they are not expressly referred to again.

1.2Syn IT's services are aimed exclusively at businesses within the meaning of § 1 of the Austrian Commercial Code (UGB). Syn IT does not conclude contracts with consumers within the meaning of the Austrian Consumer Protection Act (KSchG).

1.3Part A applies to all services. Part B additionally applies to consulting and project services, Part C to software, licences and development, and Part D to support, operation and service level agreements ("SLA").

1.4The customer's purchasing, delivery or other terms and conditions do not apply, even if Syn IT does not expressly object to them or provides services in knowledge of them.

2. Conclusion of Contract and Order of Precedence

2.1Syn IT's offers are non-binding and, unless stated otherwise, valid for two weeks from the date of issue. A contract is concluded when the customer accepts the offer in writing or when Syn IT confirms the order in writing.

2.2In the event of conflict, the following order of precedence applies: (a) the individual contract or the accepted offer, (b) an SLA or a service description, (c) these Terms. Side agreements, confidentiality agreements and data protection agreements change the scope of services, rights of use and liability only if this is expressly agreed.

3. Services and Changes

3.1The type and scope of the services are set out in the offer and the documents referred to in it. Syn IT does not owe services that are not described there.

3.2Either party may propose changes to the scope of services ("change request"). Syn IT assesses the impact on dates and fees. Changes become binding only when agreed in writing and, unless agreed otherwise, are billed by effort at the rates applicable at the time.

3.3Dates stated are target dates. They are fixed dates only if expressly agreed as such in writing, and they require the customer to meet its obligations to cooperate in good time.

4. Customer's Obligations to Cooperate

4.1The customer informs Syn IT in good time and in full of all circumstances relevant to the order and provides the necessary documents, data, test data, contact persons, access and systems at its own cost. This also applies to circumstances that only become known while the services are being provided.

4.2Syn IT observes the customer's internal policies (for example IT security or installation policies) to the extent they were handed over to Syn IT in writing before the services began.

4.3If the customer does not meet its obligations to cooperate, or does not meet them in time or in full, dates are postponed accordingly. Any additional effort is billed by effort.

5. Staff and Subcontractors

5.1Syn IT decides which staff to deploy and may engage suitable subcontractors. Syn IT binds them to confidentiality in accordance with section 11.

6. Prices, Indexation and Travel Expenses

6.1All prices are in euros plus statutory VAT. The prices stated in the offer apply, otherwise Syn IT's price list valid at the time the service is provided. Travel time is billed at the agreed rates.

6.2Recurring fees (in particular for licences, support and operation) are indexed to the Consumer Price Index 2020 published by Statistics Austria or any index replacing it. The base is the index figure published for the month in which the contract was concluded. Fluctuations of up to and including 3 % are disregarded; if this threshold is exceeded, the fee is adjusted by the full change, and the new index figure becomes the base for the next adjustment.

6.3Expenses and out-of-pocket costs are billed in addition: flights in economy class, rail travel in first class, car journeys at the official Austrian mileage rate applicable at the time, taxi, public transport, rental cars and overnight stays against receipts, and meal allowances at the flat rates under Austrian tax law. Overnight stays and meal allowances only apply to assignments outside Vienna.

7. Payment

7.1Unless agreed otherwise, invoices are payable without deduction within 14 days of receipt. Recurring fees are billed in advance, services billed by effort monthly in arrears. The place of performance for payments is Syn IT's registered office.

7.2In the event of late payment, the statutory default interest between businesses (§ 456 UGB) and the flat-rate amount under § 458 UGB apply. In addition, the customer reimburses the necessary costs of reminders and collection.

7.3An invoice is deemed approved unless the customer raises a reasoned written objection within four weeks of receipt.

7.4The customer may only set off counterclaims that Syn IT has acknowledged or that have been established by a final court decision. Payments may not be withheld on account of minor defects.

7.5If the customer is in default, Syn IT may, after a written reminder setting a grace period of 14 days, suspend all further services under this and other contracts with the customer until the outstanding amounts have been paid. After a further reasonable grace period has expired, Syn IT may terminate the contract for good cause.

8. Warranty

8.1The warranty period is six months from handover or acceptance. The presumption of defectiveness under § 924 of the Austrian Civil Code (ABGB) is excluded.

8.2The customer must inspect services without delay and notify defects without delay, in writing and with a comprehensible description (§ 377 UGB). Defects that cannot be reproduced are only deemed notified once they are described with sufficient documentation.

8.3Syn IT first has the right to remedy a defect, at its choice, by improvement, replacement or a reasonable workaround. This also applies to defects of title.

8.4There is no warranty for defects caused by improper operation, changes made by the customer or third parties, changed operating systems, interfaces, parameters or infrastructure, third-party software or items provided by the customer.

9. Liability

9.1Syn IT is only liable for damage caused intentionally or through gross negligence by Syn IT or its vicarious agents. Liability for slight negligence is excluded. This does not apply to personal injury.

9.2To the extent permitted by law, liability is limited in amount to the net order value of the order concerned, and for recurring services (in particular licences, support and operation) to the net fees for the twelve months before the event causing the damage. This limitation does not apply to intent or to personal injury.

9.3Liability for lost profit, missed savings, indirect damage, consequential damage, business interruption, third-party claims and loss of data is excluded, except in cases of intent and gross negligence. Syn IT does not owe any particular economic result unless it has been expressly guaranteed in writing.

9.4For systems that the customer operates itself or has operated by third parties, their security, availability and backup are the customer's responsibility. Syn IT is only liable for security incidents, outages and loss of data in these systems in cases of intent or gross negligence.

9.5The customer must prove fault on the part of Syn IT; § 1298 ABGB does not apply.

9.6Claims for damages become time-barred six months after the damage and the party causing it become known, but no later than one year after the service was provided.

10. Force Majeure

10.1Events beyond Syn IT's control, in particular natural events, pandemics, war, measures by public authorities, industrial action, cyber attacks on third parties and failures of power, telecommunications networks or third-party services, release Syn IT from the affected obligations for their duration. Dates are postponed accordingly. If such an event lasts longer than three months, either party may terminate the affected contract in writing.

11. Confidentiality and Customer Data

11.1The parties treat the other party's confidential information that becomes available to them in the course of the cooperation as confidential and use it only to perform the contracts. Companies affiliated with the customer, Syn IT's subcontractors and advisers bound to professional secrecy are not considered third parties.

11.2Customer data means the data records that the customer hands over to Syn IT or that are processed in its systems. Syn IT uses them exclusively to perform the order, does not pass them on to third parties, does not use them for other customers and does not use them to train AI models.

11.3Syn IT's software, source code, templates, tools, methods, processes and functions, as well as general expertise, are not confidential information of the customer, even if they are applied or further developed in the course of an order.

11.4These obligations do not apply to information that is or becomes public without fault of the recipient, was already known to the recipient, was developed independently by the recipient, was lawfully provided to the recipient by third parties without an obligation of confidentiality, or must be disclosed due to a legal obligation or an order of a public authority or court.

11.5The obligation of confidentiality ends three years after the end of the respective contract. The statutory protection of trade secrets remains unaffected.

11.6After the end of the contract, Syn IT returns or deletes customer data on request. Statutory retention obligations (in particular § 132 of the Austrian Federal Fiscal Code (BAO) and § 212 UGB) take precedence. Data in backups is deleted in the course of the regular deletion cycles.

12. Data Protection

12.1The parties comply with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG). To the extent Syn IT processes personal data on behalf of the customer, the parties conclude a data processing agreement under Art. 28 GDPR.

12.2Information on how Syn IT processes personal data is provided in the privacy policy.

13. Reference

13.1Syn IT may name the customer with its name and logo as a reference, for example on its website, in presentations and in offers, unless the customer expressly objects in writing. An objection is possible at any time and applies to future mentions.

13.2Confidential information and customer data are not disclosed in doing so.

14. Non-Solicitation

14.1During the cooperation and for twelve months after it ends, neither party will employ or otherwise engage, directly or through affiliated companies, any employees of the other party who were involved in providing the services. Applications in response to general job advertisements are not covered.

14.2For each breach, a contractual penalty equal to one gross annual salary of the person concerned is payable. Further claims for damages remain unaffected.

15. Affiliated Companies of the Customer

15.1If a company affiliated with the customer within the meaning of § 189a no. 8 UGB orders services from Syn IT, joins a contract, or if services are billed to such a company at the customer's request, these Terms also apply to that company. The customer is jointly and severally liable for its obligations.

16. Termination for Good Cause

16.1Either party may terminate a contract for good cause with immediate effect in writing, in particular if the other party breaches material obligations despite a written request setting a reasonable grace period, or if insolvency proceedings are opened over its assets or are not opened for lack of assets.

16.2On any termination, the services provided and costs incurred up to that point must be paid.

17. Governing Law and Place of Jurisdiction

17.1Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

17.2The exclusive place of jurisdiction for all disputes arising from or in connection with contracts with Syn IT is the court in Vienna that has subject-matter jurisdiction. Before bringing an action, the parties endeavour to reach an amicable solution.

18. Final Provisions

18.1Amendments and additions to contracts must be made in writing; this also applies to any waiver of this written form requirement. There are no oral side agreements.

18.2If a provision is wholly or partly invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid provision that comes closest to its economic purpose; the same applies to gaps.

18.3The current version of these Terms is available at www.syn-it.com/terms.html. A contract is governed by the version valid when it was concluded.

Part B: Consulting and Project Services

B1. Scope, Place and Time

B1.1The scope of consulting and project services is set out in the offer. Syn IT agrees the place and times of work with the customer's contact person.

B1.2Syn IT provides consulting services with due care according to the state of professional knowledge. No particular result, in particular cost savings or productivity gains, is owed unless it has been expressly guaranteed in writing.

B2. Use of Work Results

B2.1Once paid in full, the customer may use the documents, concepts and reports created for it for its own purposes without time limit. Syn IT's software, source code and templates are not covered; Part C applies to them.

B3. Early Termination

B3.1If an order ends early, for whatever reason, the customer pays for the services provided up to that point. For lump-sum fees, the person-days incurred until termination are billed at the agreed daily rates, but no more than the agreed lump-sum fee.

Part C: Software, Licences and Development

C1. Specification and Acceptance

C1.1Custom development is based on the specification agreed in the offer or in a detailed design. The customer checks it for correctness and completeness.

C1.2Custom development must be accepted within four weeks of being made available, against the agreed criteria. Acceptance is deemed given if this period expires without written notice of material defects, or if the customer uses the service productively. Minor defects do not entitle the customer to refuse acceptance.

C2. Right of Use

C2.1Syn IT provides software for use in machine-readable form (object code). The customer receives a simple, non-transferable and non-sublicensable right of use to the agreed extent, limited to the term of the licence or SLA contract. A perpetual right of use exists only if it was expressly acquired for a separate fee. The right of use arises upon full payment of the fee due.

C2.2The customer may use the software only for its own business and that of its affiliated companies. In particular, it may not make the software available to third parties, rent it out or operate it as a service for third parties. Copies are only permitted to the extent necessary for use in accordance with the contract and for backup.

C2.3Providing software for use does not transfer ownership.

C3. Rights, Source Code and Templates

C3.1Unless rights are expressly granted to the customer, all rights in the software, in particular copyrights, trademark rights and patent rights, belong exclusively to Syn IT. This also applies to adaptations and further developments that Syn IT makes for the customer or together with it. The customer's involvement does not create co-authorship.

C3.2The source code is not part of the contract. Its release or deposit requires a separate written agreement and a separate fee.

C3.3Syn IT builds its solutions on its own templates, components and tools. These remain with Syn IT; Syn IT may use and develop them further for other customers, without customer data.

C4. Changes, Interfaces and System Passwords

C4.1If the customer or a third party changes the software, warranty, support and liability claims for the affected parts lapse.

C4.2If disclosure of interfaces is necessary to achieve interoperability, the customer commissions this from Syn IT for a fee. Decompilation is only permitted within the limits of § 40e of the Austrian Copyright Act (UrhG).

C4.3Administrative access and system passwords for components that Syn IT supports remain with Syn IT while a support or SLA contract is in force. Afterwards they are handed over to the customer once all fees have been paid; Syn IT gives no warranty for the consequences of later interventions.

C5. Third-Party Software and Open Source

C5.1For third-party software, including open-source components and language models, the licence terms of the respective rights holder take precedence. Syn IT gives no warranty for it beyond those terms.

C6. Updates and Accessibility

C6.1The obligation to provide updates under § 7 of the Austrian Consumer Warranty Act (VGG) is excluded. Syn IT owes updates only under a support or SLA contract.

C6.2Accessible design within the meaning of the Austrian Accessibility Act (BaFG) and related regulations is only owed if expressly agreed.

C7. AI Functions

C7.1Results of AI functions, such as texts, analyses or database queries, are proposals. The customer checks them before using them. Syn IT gives no warranty for their correctness, completeness or fitness for a particular purpose.

C7.2Syn IT does not use customer data to train AI models. The offer specifies which data an AI function processes.

C7.3The customer is responsible for the use of the AI functions in its business, in particular as deployer within the meaning of Regulation (EU) 2024/1689, to the extent applicable. Syn IT provides the information required for this.

C8. End of Use

C8.1The right of use ends with the end of the licence or SLA contract. Further use is only permitted against payment of the licence fees according to Syn IT's price list valid at the time.

C8.2If the customer continues to use the software without a licence after the contract has ended, or is in default with licence fees, Syn IT may deactivate the software after giving 14 days' written notice.

Part D: Support, Operation and Service Level Agreements

D1. Scope of Services

D1.1Scope, service hours, priorities and response times are set out in the SLA. Unless agreed otherwise there, service hours are Austrian working days from 8:00 to 18:00. Response times refer to the start of work, not to resolution.

D1.2Unless expressly agreed, the SLA does not include, in particular, the development of new functions, training, the operation of the customer's IT infrastructure, or services required because of changes or interventions by the customer or third parties. Such services are billed by effort as a change request.

D2. Operation at the Customer

D2.1If the solution runs in the customer's environment, the customer is responsible for servers, network, power, physical and logical security, virus protection, access rights and backup, unless these services are expressly commissioned from Syn IT. The customer provides Syn IT with the secure remote access required for support and maintenance.

D2.2Syn IT is not liable for disruptions of the telecommunications infrastructure or of third-party services over which it has no control.

D3. Hosting and Backup by Syn IT

D3.1If Syn IT operates components in its data centre or with a service provider it has engaged, backup is carried out according to the SLA. If backup has been expressly commissioned, liability for restoring lost data is limited, except in cases of intent, to 10 % of the annual net fee per incident, at most EUR 15,000.

D4. Term and Termination

D4.1Unless agreed otherwise in the offer, support, licence and SLA contracts initially run for twelve months. They are extended by a further twelve months each time unless terminated in writing no later than three months before expiry. A minimum term agreed in the offer takes precedence.

D4.2The right to terminate for good cause (section 16) remains unaffected.

D5. Handover at the End of the Contract

D5.1At the end of the contract, Syn IT supports the customer on request with the handover to a successor or to the customer itself. These services are billed by effort.

Syn IT Services GmbH, Vienna, version November 2026