General Terms and Conditions

1. Scope and contracting parties

1.1. These General Terms and Conditions (“Terms”) apply to all offers, deliveries and services provided by Sync Motion GmbH (“Contractor”) to the customer (“Customer”). They cover, in particular, software development, software licences, OT/IT integration, automation services, consulting, engineering, commissioning, maintenance, support and other IT services, as well as the supply of hardware and software.

1.2. These Terms apply exclusively to businesses within the meaning of Section 1 of the Austrian Commercial Code (UGB). Conflicting or supplementary terms of the Customer apply only if the Contractor has expressly agreed to them in writing. Unconditional performance or acceptance of payment does not constitute such agreement.

1.3. Individual written agreements take precedence over these Terms. Thereafter, the following documents apply in descending order of priority: the order confirmation, the offer including the specification, and these Terms.

1.4. These Terms become part of a contract only if they were referred to before the contract was concluded and the Customer had the opportunity to save and reproduce them.

2. Offers and conclusion of contract

2.1. Offers are non-binding unless expressly designated as binding. Cost estimates are non-binding. A contract is concluded by written order confirmation, signature of the offer, or the actual commencement of performance at the Customer’s request.

2.2. Information contained in presentations, on the website, in product documentation or demonstrations describes the general state of the services and becomes part of the contract only if expressly incorporated into the individual contract. Assurances, guarantees and specific commercial or technical outcomes require an express written agreement.

3. Scope of services and changes

3.1. The scope and characteristics of the services owed are determined exclusively by the written specification. Services not expressly listed—including documentation, training, data migration, delivery of source code, on-call availability, ongoing updates, accessibility, certification or compliance with Customer-specific standards—are not owed.

3.2. The Contractor may engage qualified employees and independent subcontractors to provide the services. Partial performance and technically necessary changes that are reasonable for the Customer remain permissible, provided they do not materially impair functionality or the contractual purpose.

3.3. Requests for changes or additional services become binding only after written confirmation by the Contractor. They may result in additional charges and changes to deadlines. Until agreement is reached, the Contractor may continue working according to the existing specification or suspend the affected work.

4. Customer cooperation obligations

4.1. At its own expense, the Customer shall provide all information, decisions, contacts, test data, approvals, access credentials, interfaces, systems and suitable working conditions required for performance in a timely, complete and accurate manner. The Customer shall promptly review the specification and interim results.

4.2. The Customer is responsible in particular for:

• regular, current and tested data backups, as well as restart and emergency plans;
• the lawfulness of data, content, programs and instructions supplied, and all necessary rights, consents and regulatory approvals;
• secure network, remote-access and plant conditions and coordination with manufacturers, operators and other third parties;
• appropriate professional testing before approval or use in production.

4.3. If required cooperation is not provided, deadlines are extended at least by the duration of the impediment plus a reasonable restart period. The resulting additional effort is charged at the agreed hourly rates or, in the absence of agreed rates, at the Contractor’s then-current rates. The Contractor may suspend performance until the Customer has fully complied.

4.4. The Contractor’s hosted services (in particular SFTP servers, managed volumes, FTP/FTPS bridges, managed MQTT and Stack) are additionally governed by the Acceptable Use Policy (AUP). In the event of violations, the Contractor may take the measures provided for therein.

5. Deadlines, delay and force majeure

5.1. Deadlines are binding only if expressly designated as binding in writing. Timely compliance with all cooperation and payment obligations by the Customer is a prerequisite.

5.2. Events beyond the Contractor’s reasonable control—including failures of energy, telecommunications, cloud or supplier services, cyberattacks, labour disputes, government measures, epidemics, natural events, war, embargoes or supply shortages—release the Contractor from its performance obligation for the duration and to the extent of their effects. Deadlines are extended accordingly. If the impediment lasts longer than 60 days, either party may terminate the unperformed portion of the contract in writing; services already provided must be paid for.

5.3. Withdrawal by the Customer due to delay requires a reasonable grace period of at least 14 days set in writing. Withdrawal is limited to the outstanding portion of the services demonstrably affected by the delay.

6. Delivery, inspection and acceptance

6.1. The Customer shall inspect services subject to acceptance within ten business days (Monday to Friday, excluding public holidays at the Contractor’s registered office) after they are made available, applying the agreed acceptance criteria. Material, reproducible deviations must be reported within this period in writing and with adequate documentation. Minor defects do not entitle the Customer to refuse acceptance.

6.2. A service is deemed accepted if the Customer neither declares acceptance nor specifically reports material defects within the inspection period. It is deemed accepted in any event upon productive use, transfer to a third party or unconditional payment. Following justified rejection and remedy, the new inspection is limited to the matters reported.

6.3. Benefit and risk in physical deliveries pass to the Customer upon handover to the Customer or carrier. Shipping, packaging and insurance are at the Customer’s expense.

7. Fees and payment

7.1. All prices are net amounts in euros, exclusive of VAT and other charges. Travel time is working time; travel, accommodation, shipping and other incidental costs are charged separately unless a fixed price has expressly been agreed.

7.2. The Contractor may require reasonable advance payments and issue partial invoices based on progress, milestones or monthly intervals. Invoices are payable within 14 days of receipt without deduction and free of charges.

7.3. In the event of late payment, the statutory default interest applicable to business transactions applies. Necessary reminder and collection costs must also be reimbursed. Following a reminder, the Contractor may suspend outstanding services, access, support and—to the extent technically and legally permissible—licence use until payment has been made in full. Deadlines are extended accordingly.

7.4. Set-off is permitted only against counterclaims that have been finally adjudicated or expressly acknowledged. A right of retention exists only for claims arising from the same contractual relationship and only in reasonable proportion to the asserted claim.

8. Ownership and rights of use

8.1. Physical deliveries remain the Contractor’s property until all amounts due under the respective order have been paid in full.

8.2. All copyrights, ownership rights and other rights in software, concepts, source code, libraries, methods, templates, documentation and work products remain with the Contractor or the respective rights holder. Unless otherwise agreed in the individual contract, only after full payment does the Customer receive a non-exclusive, non-transferable and non-sublicensable right to internal use for the agreed purpose, location and period and for the agreed number of devices, instances or users.

8.3. Delivery of source code, development documentation or editable files is owed only if expressly agreed. Mandatory statutory rights remain unaffected. Otherwise, reproduction, modification, rental, transfer, making available to the public, reverse engineering and circumvention of technical protection measures are prohibited.

8.4. The Contractor may freely reuse pre-existing elements, generic know-how, tools and reusable modules. Open-source and third-party software is governed primarily by the applicable third-party licence terms.

9. Recurring services and licences

9.1. Unless a different term is agreed in the individual contract, recurring services and time-limited licences have a minimum term of twelve months. The contract then renews for successive twelve-month periods unless terminated in writing at least three months before the end of the respective term.

9.2. Recurring fees are invoiced annually in advance or, if expressly agreed, monthly in advance. Temporary non-use by the Customer does not reduce the fees.

9.3. Recurring fees are index-linked. The Austrian Consumer Price Index 2020 published by Statistics Austria, or its successor index, applies. The index figure published for the month in which the contract was concluded is the base. An adjustment may be made for the first time after twelve months and annually thereafter. Failure to make an adjustment does not constitute a waiver for the future.

10. Maintenance, support and availability

10.1. Maintenance, updates, support, on-call availability, response or recovery times and specific availability levels are owed only if expressly agreed in a separate service agreement or service level agreement.

10.2. Unless expressly agreed otherwise, maintenance may be performed and services may be temporarily restricted for objectively justified reasons. Downtime caused by announced maintenance, force majeure, Customer systems or third-party services does not count as unavailability.

11. Warranty

11.1. The Contractor warrants that, at the time of delivery, the services possess the characteristics expressly agreed. Completely error-free or uninterrupted software and suitability for a purpose not agreed in writing are not owed.

11.2. The Customer shall inspect the services without undue delay. Apparent defects must be reported in writing, specifically and with suitable evidence within five business days of delivery; latent defects must be reported in the same manner within five business days of discovery. Failure to do so has the consequences set out in Section 377 UGB.

11.3. The warranty period is six months from delivery or acceptance. The presumption under Section 924 of the Austrian Civil Code (ABGB) and the update obligation under Section 7 in conjunction with Section 1(3) of the Austrian Consumer Warranty Act (VGG) are excluded to the extent legally permissible and unless expressly agreed otherwise.

11.4. Remedy has priority. The Contractor may remedy the defect by repair, replacement, a workaround or—where reasonable—provision of a new version. Only if the remedy definitively fails or is unreasonable may the Customer demand a price reduction; termination is available only for a material defect.

11.5. Warranty is excluded to the extent a defect results from the Customer’s requirements, items supplied or systems, third-party products, unauthorised modifications, incorrect operation, lack of maintenance, unsuitable operating conditions, external interfaces or use contrary to the documentation. Diagnostic and remedial work for disruptions not attributable to the Contractor is charged separately.

12. Liability

12.1. The Contractor is liable only for loss caused intentionally or by gross negligence. Liability for slight negligence is excluded. The Customer bears the burden of proving gross fault.

12.2. To the extent legally permissible, liability is excluded for indirect loss, consequential loss, loss of profit, production loss, business interruption, unrealised savings, pure economic loss, data loss and third-party claims.

12.3. In cases of gross negligence, liability per event and in the aggregate is limited to the net fee for the order directly causing the loss; for recurring services, it is limited to the net fees paid for that service during the twelve months preceding the event. Multiple losses arising from the same cause constitute a single event.

12.4. The Contractor is liable for data loss only where data backup was expressly commissioned, and only up to the cost of restoring the data from a properly created, current and machine-readable backup copy.

12.5. These limitations do not apply to intentionally caused loss, personal injury, claims under the Austrian Product Liability Act or other cases of mandatory statutory liability. Claims for damages must be asserted in court within one year after the Customer becomes aware of the loss and the party responsible.

13. Industrial, OT and cybersecurity risks

13.1. Monitoring, analytics, integration and security solutions reduce risks but do not prevent every failure, attack, operating error or manipulation. Unless expressly agreed in writing as part of the services, they do not replace safety-related controls, protective systems, statutory inspections, human supervision or emergency procedures.

13.2. As operator, the Customer remains responsible for the safe and lawful operation of its machines, plants and networks. In particular, it must appropriately implement risk assessments, functional safety, access management, segmentation, updates, backups, emergency plans and manufacturer instructions.

13.3. Changes to production systems are performed only after approval by the Customer. If the Customer requests work contrary to a documented warning or under unsuitable conditions, it bears the resulting risk and additional expense to the extent legally permissible.

14. Third-party services

14.1. Hardware and software, cloud, communications, open-source and other third-party services are additionally governed by the applicable third-party licence and usage terms. Changes to, discontinuation of, disruptions to or price changes for such services are outside the Contractor’s control.

14.2. If a third-party service required for performance is no longer available on unchanged terms, the Contractor may replace it with a substantially functionally equivalent service or, after prior notice, pass on the demonstrably resulting additional costs. If neither option is reasonable, either party may terminate the affected portion of the services.

15. Confidentiality and data protection

15.1. Each party shall treat the other party’s non-public commercial and technical information as confidential and use it only to perform the contract. This duty does not apply to information already lawfully known, independently developed, publicly known or required to be disclosed by mandatory law. It continues for five years after the end of the contract; trade secrets remain protected for as long as their statutory requirements are met.

15.2. Where the Contractor processes personal data on the Customer’s behalf, the parties shall enter into a separate agreement under Article 28 GDPR before processing begins. The website Privacy Policy is available on this site.

16. Withdrawal and early termination

16.1. Free cancellation or ordinary termination of fixed-term orders is excluded. If the Contractor agrees to a cancellation, the Customer shall pay for services already provided, costs incurred, bindingly ordered third-party services and, in addition, liquidated damages equal to 30% of the net order value not yet invoiced. The Customer may prove that no loss or a substantially lower loss was incurred.

16.2. Either party may terminate for material cause. Material cause for the Contractor includes, in particular, the Customer remaining in material payment or cooperation default despite a written 14-day cure period, failing to cease use in breach of licence terms, or circumstances in which continuation is unreasonable due to substantial security or legal risks.

16.3. Upon termination, all outstanding fees become due. Time-limited rights of use end, and the Customer must delete or return the affected software and access credentials. Provisions intended by their nature to survive—including payment, rights of use, confidentiality and liability provisions—remain in effect.

17. Non-solicitation

During the contract and for twelve months thereafter, neither party shall directly or indirectly target, solicit or employ employees of the other party who participated in contract performance. General, non-targeted job advertisements remain permitted. A breach results in liquidated damages equal to one gross annual salary of the employee concerned; proof of a lower loss remains permissible.

18. Final provisions

18.1. The Customer may assign rights or obligations under the contract only with the Contractor’s prior written consent. The Contractor may transfer the contract to an affiliated company or a legal successor to its business, provided the Customer’s legitimate interests are not adversely affected.

18.2. Amendments and supplements must be made in writing; email is sufficient unless the law or the individual contract requires a stricter form. No oral side agreements exist.

18.3. Austrian law applies exclusively, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive jurisdiction for all disputes lies with the court having subject-matter jurisdiction for the Contractor’s registered office.

18.4. If any provision is invalid or unenforceable, the remainder of the contract remains unaffected and the applicable statutory provision takes its place. A waiver of rights is effective only if expressly made in writing.

18.5. This English version is provided for international business transactions. It is intended to have the same meaning as the German version. In the event of discrepancies, the German version prevails to the extent legally permissible.