Terms of service
Hanauer Landstraße 151
60314 Frankfurt am Main
Phone: +49 69 2474479 50
Fax: +49 69 2474479 59
Simon Toprak, Sascha Vorderstemann
Registration number: HRB 126911
Register court: Amtsgericht Frankfurt
VAT number: DE353318923
1. Offers are subject to change. A contract is only concluded with a written order confirmation from synQup GmbH. The sending of an invoice is equivalent to an order confirmation.
2. synQup GmbH strives to keep all services offered up to date at all times and to ensure the greatest possible accessibility of its website for its customers. Since state-of-the-art software errors can never be completely ruled out and the accessibility of the website also depends on factors over which synQup GmbH has no influence (browser compatibility, etc.), no guarantee can be given for 100% accessibility at all times. In principle, accessibility of 95-98% is guaranteed.
3. The specific content and scope of services shall be negotiated by the parties before the order is placed and recorded in writing or in text form. On the basis of this service description, synQup GmbH first develops a concept. The realization requires the approval of the customer. There is no obligation for approval. With the commencement of the provision of services, the order is concluded on the basis of the service description, the developed concept and these GTC, even if there is no express approval. Subsequent amendments and additions are only possible with the agreement of both parties; they must be made in writing or in text form.
4. Delivery and service deadlines shall be extended appropriately in the event of force majeure or other obstacles for which synQup GmbH is not responsible, as well as customer requests for changes during project implementation, insofar as these have a significant influence on the delivery or service. synQup GmbH shall inform the customer upon request, but is not obliged to do so.
5. The agreed remuneration is a budget-based billing system (hourly and daily rates), which are calculated according to the current price list. In the event of subsequent changes to the scope of services at the customer’s request, synQup GmbH may demand additional remuneration. synQup GmbH shall inform the customer of the additional remuneration in this case. Any further additional services that synQup GmbH acquires from external third parties at the customer’s request, in particular software and services, plugins, domains, hosting, will be charged to the customer. In this case, the order regarding the change in the scope of services is only concluded if the parties have reached an agreement. Fees charged to synQup GmbH within the framework of a project or service agreement shall be charged at the usual hourly rates and expenses for communication and correspondence. All prices are net plus statutory value added tax. Payment is due upon acceptance. If partial acceptances have been agreed, the proportionate remuneration for the respective service section shall be due with each partial acceptance. In this case, the respective service sections to be accepted and the remuneration attributable to them shall be agreed in writing. Default interest shall be charged in the event of late payment. We reserve the right to assert further claims for damages caused by default.
6. Tickets that are not answered within two weeks shall be considered completed and closed. In this case, the service provided by synQup GmbH is deemed to have been accepted by the contractor.
7. Training shall take place at synQup GmbH. The customer can have the training carried out on his premises if he provides the necessary technical equipment. In this case, the customer must also pay for the travel time and travel costs of the training personnel in accordance with the current price list of synQup GmbH.
synQup GmbH may cancel a training date for good cause. synQup GmbH shall inform the customer of the cancellation of an appointment in good time and offer alternative dates.
8. The customer can only offset claims of synQup GmbH with undisputed, ready for decision or legally established claims. Among merchants, the assertion of a right to refuse performance or a right of retention against synQup GmbH is excluded.
9. synQup GmbH warrants that the products have the agreed properties and are free from defects that reduce or cancel the value or suitability for the intended use, subject to the restriction set out in Clause 2. However, an insignificant reduction in value or suitability shall not be considered.
The warranty for damage caused by the customer is excluded. No liability is accepted for products (websites etc.) that have been used or modified by the customer contrary to the purpose of the contract or the express instructions of synQup GmbH.
In the event of a material defect or the absence of a warranted characteristic, the customer must first demand rectification. If the rectification fails three times, the customer may demand the rescission of the contract or the reduction of the agreed remuneration, and in the absence of a warranted characteristic, damages for non-performance in accordance with the statutory provisions. In this case, the customer must allow the benefits derived to be offset against his payment claim. This claim for compensation for use is calculated according to the ratio between the agreed price and the normal usage time of a website on the one hand and the actual trouble-free usage time on the other. A period of 6 months is deemed to be the normal period of use of a website or online store. The time between final acceptance and notification of defects by the customer shall be deemed to be the period of trouble-free use. The warranty period shall be six months; it shall also apply to claims for compensation for consequential harm caused by a defect, provided that no claims in tort are asserted. All warranty periods shall generally begin with the final acceptance of the finished website / other product by the customer. If partial acceptances have been agreed, the warranty period for the respective accepted sub-areas shall commence from partial acceptance. Errors that only occur during the interconnection with other sub-areas shall always be attributed to the last added and accepted sub-area.
10. synQup GmbH is only liable for intent and gross negligence, in the event of a breach of material contractual obligations also for slight negligence. Liability is limited to foreseeable damages typical for the contract. This limitation of liability applies in particular to damages that do not occur to the subject matter of the contract itself or financial losses of the customer such as loss of profit, loss of savings, etc. synQup GmbH undertakes to carefully select and instruct its vicarious agents. Furthermore, synQup GmbH is only liable for intent and gross negligence on the part of its vicarious agents.
11. In the event of injury to life, limb and health and in the event of claims under the Product Liability Act, the statutory provisions shall apply without restriction.
12. synQup GmbH guarantees that the contractual use of all deliveries and services provided does not infringe the property rights of third parties. synQup GmbH shall indemnify its customers against all claims and demands and defend them against all claims asserted on the basis of an infringement of third-party property rights. If a defense can only be made by the customer for legal reasons, synQup GmbH shall bear the costs incurred. In this case, the customer must follow the instructions of synQup GmbH regarding the defense. This also applies to the selection of any legal representative. The obligation to bear the costs is conditional on the customer obtaining and observing the instructions of synQup GmbH before taking any measures.
synQup GmbH is entitled to make the necessary changes at its own expense due to third-party property right claims, as long as this does not cause any significant deviations from the service description. synQup GmbH is not liable for the infringement of third-party property rights, insofar as these are based on materials provided by the customer (photos, texts, etc.). The customer indemnifies synQup GmbH from all resulting claims for damages. If, according to the service description, it should be possible for third parties to post content on the webpage, online stores, synQup GmbH is not responsible for the content of third parties. Both contractual partners are obliged to inform the other immediately in writing if claims are asserted against them due to the infringement of third-party property rights.
13. Liability for the technical security of the website, access interruptions and data loss caused by the provider is excluded, unless synQup GmbH has acted with intent or gross negligence. synQup GmbH will, however, support the customer in the enforcement of any claims for compensation against the provider in this regard and assign its own resulting claims for compensation against the provider to the customer. Insofar as the selection of the provider is based on advice from synQup GmbH, careful selection is guaranteed. The customer must ensure a comprehensive data backup after the online installation / acceptance. In the event of a breach of this obligation, synQup GmbH shall not be liable for data loss and the resulting consequential damages.
14. The customer shall hand over the documents to be provided by him for the creation of the Internet presence as soon as possible. The documents required for the creation of the concept must be available at the start of work on the concept. The dates for handing over the other documents are agreed between the parties. synQup GmbH is not liable for delays caused by a breach of this obligation by the customer. synQup GmbH can demand written confirmation from the customer that the materials provided by the customer for the respective sub-area are complete and up-to-date.
15. Both contracting parties shall appoint contact persons who are responsible for the execution of the project and who represent the contracting party with regard to all questions relating to the project. synQup GmbH shall only change the responsible contact person with the consent of the customer in order to ensure the continuity of the work within the project. The customer shall not withhold its consent if the replacement is urgently required.
16. Each party is entitled to extraordinary termination if it cannot reasonably be expected to adhere to the contract due to serious or repeated and persistent breaches of contract by the other party. In the case of repeated and persistent breaches of contract, this requires that they are repeated despite at least one prior written warning. In addition, each party is entitled to terminate the contract without notice if insolvency proceedings are filed against the assets of the other party and not rejected as unfounded within four weeks, or if insolvency proceedings are opened or rejected due to lack of assets.
17. synQup GmbH only transfers a simple, spatially and temporally unlimited right of use to all parts of the overall service that are capable of being protected by copyright upon full payment of the remuneration. This license of the customer includes all copyrighted rights of use that the customer requires for the normal use assumed at the time of conclusion of the contract. Without a separate written agreement, the customer is not entitled to change copyright-protected services of synQup GmbH or to pass on drafts, concepts and plans to third parties. The right to grant sublicenses also exists only with the prior written consent of synQup GmbH. synQup GmbH has the right to affix a copyright notice in the form and design customary in the market.
In the event that no maintenance contract is concluded with synQup GmbH for a website designed by synQup GmbH or an existing maintenance contract is terminated, synQup GmbH has the option, for a fee, to provide the customer with all documentation necessary for updating and maintaining the website and the online store. The areas that are to be accessible for updating are specified in the service description according to Section 3.
18. The final acceptance of the product takes place after completion of the final version and before activation in joint inspection of the webpage, the online store in online use. Prior to acceptance, the customer shall be instructed in the use of the product, if necessary. If partial acceptances have been agreed, the customer may request the activation of the respective accepted sub-areas. Acceptance shall take place on the basis of the service description drawn up in accordance with Clause 3. During final acceptance, the functionality of the interconnection of all sub-areas must also be checked. If the product proves to be unacceptable, synQup GmbH shall rectify the defects within a reasonable period of time. The acceptance test must be repeated within three weeks of notification of successful defect rectification. The activation of the webpage, the online store always also results in the confirmed final acceptance by the customer.
19. Upon fulfillment or premature termination of the contract, each party shall return all items and documents to the other party without delay. Data held electronically or on paper by the other party shall either be returned or destroyed at the request of the other party.
20. Both parties undertake to treat all information about the other party received in the course of the performance of this contract as strictly confidential. This does not apply to information that is generally accessible or has been published. The collection, processing and storage of data is carried out exclusively in accordance with the provisions of German data protection law. Our data protection declaration at synqup.com/datenschutz applies. Both contracting parties undertake to comply with the statutory provisions on data protection. In particular, they will oblige their employees to observe data secrecy in accordance with § 5 BDSG.
21. German law shall apply. If the customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of performance and jurisdiction for all disputes arising from and in connection with this contract shall be the registered office of synQup GmbH.
22. Contract supplements, amendments and ancillary agreements must be made in writing. This also applies to the waiver of the written form requirement. Should any provision of this contract be invalid, this shall not affect the validity of the remaining provisions. Transmission in text form, in particular by fax or e-mail, is also sufficient to comply with the written form requirement.
23. The customer agrees to the inclusion of these terms and conditions for future legal transactions. These terms and conditions shall be deemed to be included in the version available at synqup.com/agb at the time of the customer’s declaration, without transmitting them to the customer.
24. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract unless their validity is expressly agreed to in writing.