Legal information

Data protection declaration

We are pleased that you have chosen SYNAXON to support your procurement processes with EGIS or to improve your Managed Services with SYNAXON Managed Services (SMS). The safety of your personal data is important to us. With this privacy policy, we therefore set out which personal data and other information we collect and save during your EGIS or SMS use, for which purposes we use it, and about your rights with regard to the use of your personal data.

If you have any further questions regarding the handling of your personal data, you are welcome to contact our data protection officer (contact details below).

 

Data protection officer

If you have any questions about the processing of your personal data, please do not hesitate to contact our data protection officer, who is also available in the case of applications, requests for information, or complaints. You can contact our data protection officer as follows:

via mail:

SYNAXON UK Ltd.

Data Protection Officer

84 Salop Street
Wolverhampton
WV3 0SR

via e-mail: dataprotection@synaxon.co.uk

 

Responsible for data processing
Person responsible within the meaning of the General Data Protection Regulation (EU GDPR) and the UK General Data Protection Regulation (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) (UK GDPR), (together the GDPR) is Synaxon UK Ltd., 84 Salop Street, Wolverhampton WV3 0SR

Collection of general data and information
When you call up our website, your browser automatically transmits general data and information to our web server out of technical necessity. This general data and information is stored in the server’s log files. The following data is recorded:

• the IP address of your computer
• the website from which you visit us
• the web browser you are using (type and version)
• the operating system you are using
• the screen resolution you use
• date and time of your website use
• the pages / functions you visited during our online offer
• amount of data sent
• amount of data transferred

We use this log data without assigning it to you personally or otherwise profiling it for statistical evaluations for the purpose of the operation, security and optimization of our online offering, but also for the anonymous recording of the number of visitors to our online offering as well as the extent and type of use of our online offering and our services.
The processing is carried out in accordance with Art. 6 para. 1 lit. f GDPR due to our legitimate interest in improving the stability and functionality of our online offer. The data is not passed on or used in any other way. However, we reserve the right to check the server log files retrospectively if there are concrete indications of illegal use.

Personal data
You can use our online offer without disclosing your identity and without providing personal data. If there is an option to provide personal data (e.g. name, e-mail address, telephone number) within our online offer, you provide this data expressly on a voluntary basis, e.g. as part of registration or via the contact form. We only collect data about your location if you have allowed the collection of location data in your device settings. The data you provide voluntarily will only be stored and used by us for the purpose for which you provided us with the data.
Duration of storage of personal data
The duration of the storage of personal data is determined by the respective legal retention period. After the deadline, the corresponding data is routinely deleted, if it is no longer required for contract fulfilment or contract initiation and / or we have no legitimate interest in the re-storage.
If data is to be deleted due to the exercise of intervention rights (for example in the case of the assertion of a cancellation claim or the revocation of a consent), the corresponding data will be deleted immediately.
Encryption
Your personal data is encrypted and transmitted over the internet to our servers. We use SSL encryption (Secure Socket Layer) for data transmission.

Transfer of personal data to third parties
We only use your personal data for the purpose for which you have given us your data.
Insofar as external service providers are used by us as part of the provision of services, their access to the data is also solely for the purpose of providing services. Through technical and organisational measures, we ensure compliance with data protection regulations and also commit our external service providers to this.
In addition, we will not share your information with third parties without your express consent. A transfer of your personal data takes place only, if you have consented to the data transfer, or if we are entitled or obliged by law, or by a decision of the authorities or court. In particular, this may be dissemination for law enforcement, security, or intellectual property rights enforcement purposes.

Use of cookies
On different pages we use so-called cookies. Cookies are used to make our offer more user-friendly and effective. Cookies are small text files that are stored on your device via your browser. Cookies contain no personal data and can therefore not be directly assigned to a user. Cookies only require minimal storage space and do not affect your device.
Most browsers are set to automatically accept cookies. Please note that certain cookies are already set as soon as you enter our online offer.
You can deactivate the storage of cookies by means of an appropriate browser setting or set your browser so that you are informed about the setting of cookies and decide individually on their acceptance. Furthermore, previous set cookies can be deleted at any time via the Internet browser or other software programs.
Each browser differs in the way it manages the cookie settings. This is described in the help menu of each browser. It will explain how to change your cookie settings.
Setting your browser to refuse cookies may affect the functionality of our online offering, so you may not be able to fully utilize all features or display some pages incorrectly.
If personal data is processed by individual cookies implemented by us, the processing is carried out in accordance with Art. 6 para. 1 lit. b GDPR for the performance of a contract, in accordance with Art. 6 para. 1 lit. a GDPR in the case of consent given or in accordance with Art. 6 para. 1 lit. f GDPR to protect our legitimate interests in the best possible functionality of the website as well as a customer-friendly and effective design of the site visit.

Google Analytics
We use Google Analytics, a web analytics service provided by Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States.
This website uses Google Analytics exclusively with the extension “_anonymizeIp()”, which ensures an anonymization of the IP address by shortening and excludes a direct personal reference.
Through the extension, your IP address is shortened beforehand by Google within member states of the European Union or in other contracting states of the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transferred to a Google server in the USA and shortened there. This data is automatically deleted after 26 months.
On our behalf, Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity and providing other services relating to website activity and internet usage. The IP address transmitted by your browser as part of Google Analytics will not be merged with other data from Google.
You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this website. You can also prevent the collection of data generated by the cookie and related to your use of the website (including your IP address) to Google and the processing of this data by Google by downloading and installing the browser plugin available at the following link: http://tools.google.com/dlpage/gaoptout?hl=de.
As an alternative to the browser plugin or within browsers on mobile devices, please click on the following link to set an opt-out cookie that will prevent the collection by Google Analytics within this website in the future (this opt-out cookie only works in this browser and only for this domain, if you delete your cookies in this browser, you must click this link again):
Click here to be excluded from Google Analytics measurement.
For more information on how Google Analytics handles user data, please see Google’s privacy policy: https://support.google.com/analytics/answer/6004245?hl=de

Security
We have taken extensive technical and operational safety precautions to protect your data from accidental or intentional manipulation, loss, destruction, and access by unauthorized persons. Our security measures are regularly reviewed and adapted to technological progress.

Rights of the data subject
The applicable data protection law grants you various rights regarding the processing of your personal data.
As data subject, you have:

• the right of access under Article 15 GDPR,
• the right to rectification under Article 16 of the GDPR,
• the right to erasure (‘right to be forgotten’) under Article 17 GDPR,
• the right to restriction of processing under Article 18 GDPR,
• notification obligation regarding rectification or erasure of personal data or restriction of processing under Article 19 GDPR,
• the right to object under Article 21 GDPR (see below) as well as
• the right to data portability according to Article 20 GDPR.

Right to object (Article 21 GDPR)
If we process your personal data as part of a balance of interests based on our overriding interest, you have the right at any time, for reasons that arise from your particular situation, to file an objection against this processing with effect for the future.
If you exercise your right of objection, we will cease processing the data concerned, unless we can demonstrate compelling legitimate reasons for the processing that outweigh your interests, rights and freedoms, or the processing serves the assertion, exercise, or defence of legal claims.
If personal data is processed by us in order to operate direct mail, you have the right to object at any time to the processing of personal data concerning you for the purpose of such advertising. If you exercise your right of objection, we will stop the processing of the relevant data for advertising purposes.

Right to withdraw consent
You have the right to withdraw your consent to the processing of personal data at any time with future effect.
In the case of withdrawal, we will delete the data concerned immediately, as far as further processing cannot be based on a legal basis for contentless processing. The revocation of consent does not affect the legality of the processing carried out on the basis of the consent until the revocation.
If you would like to assert the above rights, then your contact in all these cases is our data protection officer, whose contact details you will find above.

Links to websites of other providers
Our online offers may contain links to online offers from other providers, to which this privacy policy does not extend. If you follow these links, you will leave the online offer of Synaxon UK Ltd.
We have no control over these providers’ compliance with applicable privacy policies. We therefore recommend that you also inform yourself about the respective privacy statements of online offers from other providers.

Changes to this data protection declaration
As we develop our online offerings and implement new technologies to improve our service to you, changes to this privacy policy may be required. Therefore, we recommend that you read this privacy policy from time to time.
Version of this privacy policy: September 2023

 

General Terms and Conditions of SYNAXON UK Limited

for SYNAXON Managed Services

Preamble

With SYNAXON Managed Services, SYNAXON UK offers its partners (hereinafter individually and collectively referred to as “customer/s”), selected managed services.

1. Validity of the conditions

The following terms and conditions apply to all services included in SYNAXON Managed Services unless separate terms and conditions exist for a service in individual cases.

Deviations or a partial or total exclusion are only effective if this has been agreed in writing. By booking the service, the customer accepts the General Terms and Conditions.

2. Conclusion of contract

After the customer has booked the SYNAXON Managed Services or the Modern Workplace service, the booking will be confirmed immediately by e-mail. Activation usually takes place on the next working day. The contract is concluded once activation is complete.

3. Subject of the contract

The subject of the contract is the use of the SYNAXON Managed Services booked by the customer. The content and scope of the individual services and the functions of the products are described in detail in the respective service descriptions.

4. Login details

The customer is hereby expressly advised that all login data assigned by SYNAXON UK with the associated personal passwords allows access to protected systems. The user must not pass on this access data to unauthorised third parties.

5. Personalised accounts for “Monitoring & Management”

The customer is advised that exclusively personalised accounts are assigned for “Monitoring & Management”, through which the log files make it possible to draw conclusions about a natural person. For security reasons it is necessary to allocate personalised accounts so that appropriate measures can be taken in the event of misuse.

6. Commissioning of third parties

SYNAXON UK may also have rights and obligations from the contractual relationship that are subcontracted to suitable third parties, in particular by einsnulleins GmbH, a wholly-owned subsidiary of SYNAXON, without SYNAXON UK being released from its responsibility as a result.  

SYNAXON UK shall ensure that any sub-contractor is subject to equivalent data protection obligations to those between the customer and SYNAXON UK. The customer agrees to such a transfer under these conditions.

7. Prices and payment

Charges and periods covered can be found in the respective service descriptions or in the individual contract.

8. Liability exclusion for permanent availability

The current state of technology means that the provision of SYNAXON UK’s services via the Internet cannot be guaranteed to be error-free and available at all times. SYNAXON UK is therefore not liable for the availability of the platform or for data loss caused by technical failure, interrupted data transmission or other related problems.

9. Our responsibility for loss or damage suffered by you if you are a business

Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or for any other matter in respect of which it would be unlawful to exclude or limit liability under applicable law.

Save as set out above, we shall not be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, for any loss of profit, loss of business, loss of data, or for any indirect or consequential loss arising under or in connection with these terms or your use of the services.

Save as set out above, our total liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall be limited to 100% of the total sums paid by you for the services in the 12-month period immediately preceding the event giving rise to the liability.

10. Data protection

By using individual SYNAXON Managed Services, e.g., “Monitoring and Management”, the customer grants SYNAXON UK access to the IT systems of its end users. It cannot be ruled out that SYNAXON UK may also gain access to personal data of its customer’s end users in the process. The customer is responsible for ensuring it is entitled to engage a subcontractor (SYNAXON UK) in its provision of services to its end user, and shall comply with its own obligations under data protection law in respect of the provision of those services.

SYNAXON UK undertakes to comply with the relevant provisions of data protection law, in particular the provisions of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (DPA 2018).

11. Data collection and use

SYNAXON UK collects various user and usage personal data when providing SYNAXON Managed Services, including usernames, login times, IP addresses of the devices, hardware and software used. Users in this regard include both the customer and its end users.

SYNAXON UK uses the data collected to support the operation, use and improvement of SYNAXON Managed Services. Furthermore, such data is also used for benchmarking. In addition, SYNAXON UK analyses the data in order to give the customer recommendations for action where necessary.

SYNAXON UK relies on the following legal bases for processing personal data:

  the processing is necessary to take steps to enter into, or for the performance of, a contract with the data subject (Article 6(1)(b) UK GDPR); or

the processing is necessary for the purposes of SYNAXON’s legitimate interests (Article 6 (1)(f) UK GDPR). If and insofar as the customer has given their consent to the processing of their personal data for certain specified purposes, the respective consent is SYNAXON UK‘s legal basis for processing the data for those purposes, pursuant to Article 6 (1)(a). .

SYNAXON UK will only share personal data with those parties with a business need to process that data, and, where possible, will pseudonymise, or anonymise, the personal data before sharing it with third parties.

12. Duration and termination of contract

1. For Managed Services used within “Modern Workplace”, the provisions of Section 12 of the General Terms and Conditions (Modern Workplace) shall apply.

2. The following applies to all other bookings:

2.1. The contract begins with the booking of the respective “SYNAXON Managed Services” and is valid for an indefinite period. Unless otherwise specified, the customer may terminate the contract at any time at the end of a calendar month. As a rule, it is sufficient to remove the respective device, user or service and the associated data.

2.2. SYNAXON UK may terminate the contract in writing to the customer with a notice period of three months to the end of the month. In this case, SYNAXON UK will uninstall the customer’s software agent at the end of the contract or, if this is not possible, block access to the respective servers.

2.3. Either party may terminate in the case of force majeure, however

only serious and sustained breaches of the contractual obligations of the parties can be considered as grounds for termination in this case. SYNAXON UK has the right to terminate the contract extraordinarily and without observing a period of notice if, despite a reminder, the partner is in arrears with the payment of the agreed remuneration on at least two consecutive dates.

The customer is advised that with contract termination all services end, and, for example, anti-virus protection is no longer available, and backups will no longer be carried out. If backup data has been stored in the cloud, it will be deleted immediately.

2.4. By terminating the SYNAXON UK partnership and this contract, all managed services ordered up until then will simultaneously end. The customer himself is responsible for terminating or reorganising the contracts with his/her end customers accordingly.

13. Customer protection clause

For the duration of this contract and until the expiration of one year following its termination, SYNAXON UK undertakes not to ‘poach’ any end customers from its partners whose IT was the subject of the Managed Services provided by SYNAXON UK within the scope of this contract.

14. Other provisions

Additions, amendments and subsidiary agreements must be made in writing to be effective.

SYNAXON UK reserves the right to change these terms of use at any time and without cause. The amended terms and conditions will be sent to customers by email no later than two weeks before they come into force. If the customer does not object to the validity of the new terms of use within two weeks after receipt of the email, the amended terms of use shall be deemed to have been accepted. SYNAXON UK shall make specific reference to the significance of this two-week period to the customers in the email containing the changed conditions.

This contract and the entire legal relationship between the parties shall be governed by English law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Unless expressly agreed otherwise the sole place of performance of this contract shall be the registered office of SYNAXON UK. Both parties hereby submit to the exclusive jurisdiction of the courts of England.

General Terms and Conditions of SYNAXON AG 

for SYNAXON Managed Services 

 

Preamble 

 With SYNAXON Managed Services, SYNAXON offers its partners and the customers of SYNAXON Projekt und Handels GmbH (hereinafter individually and collectively referred to as “customer/s”), who as IT service providers offer or would like to offer managed services themselves, to undertake selected managed services for the customer. 

 

1. Validity of the conditions 

 The following terms and conditions apply to all services included in SYNAXON Managed Services unless separate terms and conditions exist for a service in individual cases. Deviations or a partial or total exclusion are only effective if this has been agreed in writing. By booking the service, the customer accepts the General Terms and Conditions. 

 

2. Conclusion of contract 

 After the customer has booked the SYNAXON Managed Services or the Modern Workplace service, the booking will be confirmed immediately by e-mail. Activation usually takes place on the next working day. The contract is concluded once activation is complete. 

 

3. Subject of the contract 

 The subject of the contract is the use of the SYNAXON Managed Services booked by the customer. The content and scope of the individual services and the functions of the products are described in detail in the respective service descriptions. 

 

4. Login details 

 The customer is hereby expressly advised that all login data assigned by SYNAXON with the associated personal passwords allows access to protected systems. The user must not pass on this access data to unauthorised third parties. 

 

5. Personalised accounts for “Monitoring & Management” 

 The customer is advised that exclusively personalised accounts are assigned for “Monitoring & Management”, through which the log files make it possible to draw conclusions about a natural person. For security reasons it is necessary to allocate personalised accounts so that appropriate measures can be taken in the event of misuse. 

 

6. Commissioning of third parties 

 SYNAXON may also have rights and obligations from the contractual relationship that are exercised by suitable third parties, in particular by einsnulleins GmbH, a wholly-owned subsidiary of SYNAXON, without SYNAXON being released from its responsibility as a result. SYNAXON ensures that the data protection level with these third parties corresponds at least to the level agreed between the customer and SYNAXON. The customer agrees to such a transfer under these conditions. 

 

7. Prices and payment 

 Charges and periods covered can be found in the respective service descriptions or in the individual contract. 

 

8. Liability exclusion for permanent availability 

 The current state of technology means that data communication via the Internet cannot be guaranteed to be error-free and available at all times. SYNAXON is therefore not liable for the availability of the platform or for data loss caused by technical failure, interrupted data transmission or other related problems. 

 

9. Damages 

 SYNAXON is liable to the customer for damages that SYNAXON, its legal representatives, other employees or vicarious agents have caused intentionally or through gross negligence in the fulfilment of contractual obligations. In the case of minor negligence, SYNAXON shall only be liable if essential contractual obligations are violated (so-called cardinal obligations). Cardinal obligations are those contractual obligations which must be fulfilled and maintained for the proper performance of the contract and on which the customer may regularly rely. Insofar as liability exists, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. Any further claims of the customer, irrespective of their legal basis, are excluded. The above exemptions from liability shall not apply in the event of injury to life, limb or health, or insofar as the Product Liability Act applies. If the contractual liability of SYNAXON is excluded or limited, this shall also apply to the personal liability of its employees, legal representatives and vicarious agents. 

 

10. Data protection 

 1. By using individual SYNAXON Managed Services, e.g., “Monitoring and Management”, the customer grants SYNAXON access to the IT of its end customers IT. It cannot be ruled out that SYNAXON may also gain access to personal data in the process. The customer must ensure and is responsible for the fact that in relation to his/her end customer, he/she is entitled to engage a subcontractor (SYNAXON). 

 2. SYNAXON undertakes to comply with the relevant provisions of data protection law, in particular the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). 

 

11. Data collection and use 

When using or providing SYNAXON Managed Services, various user and usage data are collected, e.g., usernames, login times, IP addresses of the devices, hardware and software used. Users in this regard include both the customer and its end users. SYNAXON uses the data collected to support the operation, use and improvement of SYNAXON Managed Services. Furthermore, such data is used for benchmarking. In addition, SYNAXON analyses the data to be able to give the customer recommendations for action where necessary. The legal basis for processing data is GDPR section 6.1.b and section 6.1.f. If and insofar as the customer has given his consent to the processing of his personal data for certain purposes, the respective consent is the legal basis for processing the data pursuant to section 6.1.a GDPR. SYNAXON undertakes to present this data, insofar as its use goes beyond internal use, exclusively and in anonymous form. 

 

12. Duration and termination of contract 

1. For Managed Services used within “Modern Workplace”, the provisions of Section 12 of the GTC Modern Workplace shall apply. 

 2.The following applies to all other bookings: 

 

2.1. The contract begins with the booking of the respective “SYNAXON Managed Services” and is valid for an indefinite period. Unless otherwise specified, the customer may terminate the contract at any time to the end of a calendar month. As a rule, it is sufficient to remove the respective device, user or service and the associated data. 

 

2.2. SYNAXON may terminate the contract in writing to the customer with a notice period of three months to the end of the month. In this case, SYNAXON will uninstall the customer’s software agent at the end of the contract or, if this is not possible, block access to the respective servers. 

 

2.3. The right to extraordinary termination in the case of force majeure remains unaffected. Only serious and sustained breaches of the contractual obligations of the parties can be considered as grounds for termination in this case. SYNAXON has the right to terminate the contract extraordinarily and without observing a period of notice if, despite a reminder, the partner is in arrears with the payment of the agreed remuneration on at least two consecutive dates. The customer is advised that with contract termination all services end, and, for example, anti-virus protection is no longer available, and backups will no longer be carried out. If backup data has been stored in the cloud, it will be deleted immediately. 

 

2.4. By terminating the SYNAXON partnership and this contract, all managed services ordered up until then will simultaneously end. The customer himself is responsible for terminating or reorganising the contracts with his/her end customers accordingly. 

 

13. Customer protection clause 

 For the duration of this contract and until the expiration of one year following its termination, SYNAXON undertakes not to ‘poach’ any end customers from its partners whose IT was the subject of the Managed Services provided by SYNAXON within the scope of this contract. 

 

14. Other provisions 

1. Additions, amendments and subsidiary agreements must be made in writing to be effective. 

2. SYNAXON reserves the right to change these terms of use at any time and without cause. The amended terms and conditions will be sent to customers by email no later than two weeks before they come into force. If the customer does not object to the validity of the new terms of use within two weeks after receipt of the email, the amended terms of use shall be deemed to have been accepted. SYNAXON shall make specific reference to the significance of this two-week period to the customers in the email containing the changed conditions. 

3. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 

4. If the customer is a merchant, a legal entity under public law or a special fund under public law or if he/she is domiciled abroad, the place of performance and jurisdiction for all disputes arising from the contractual relationship shall be the domicile of SYNAXON AG.

General Terms and Conditions of Synaxon UK Ltd.
for the sale of goods to entrepreneurs and project business 

General Terms and Conditions of SYNAXON UK Ltd. 84 Salop Street, Wolverhampton WV3 0SR (Company number 06626433, VAT ID. GB311787014), hereinafter referred to as the seller for the sale of goods to entrepreneurs and project businesses 

1 Interpretation
1.1 Definitions:

Agreement:	means these terms and conditions, the Schedules and together with any document incorporated by reference into these terms and conditions.
Conditions:	the terms and conditions set out in this document as amended from time to time
Contract:	any contract between the Synaxon and the Customer for the sale and purchase of Goods or Services in accordance with these Conditions.
Customer:	the person or firm who purchases the Goods from the Synaxon.
Delivery Location:	has the meaning given in Clause 4.1.
Force Majeure Event:	an event, circumstance or cause beyond a party’s reasonable control.
Goods:	the goods (or any part of them) set out in the Order.
Order:	the Customer’s order for the Goods
Specification:	any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Synaxon.
Synaxon:	Synaxon UK Ltd (registered in England and Wales with company number 06626433 (VAT ID: GB311787014)) whose registered address is at Sterling House Mandarin Court, Centre Park, Warrington, WA1 1GG and whose trading address is at Xpedia Building, Cinnamon Park, Warrington, WA2 0XP

2 Basis of the Conditions

2.1 These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These Conditions apply to all deliveries, services and offers of SYNAXON UK Ltd, Sterling House Mandarin Court, Centre Park, Warrington, WA1 1GG, United Kingdom towards entrepreneurs. They therefore also apply to all future business relationships, even if they are not expressly agreed again. We do not recognize conditions of the customer deviating from our conditions of sale, even if we do not expressly contradict them.
2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.3 A quotation for the Goods given by Synaxon shall not constitute an offer. A quotation shall only be valid for a period of 14 Days from its date of issue.

3 Goods

3.1 The Goods are described in Synaxon’s catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Synaxon against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Synaxon in connection with any claim made against Synaxon for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Synaxon’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Synaxon reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and Synaxon shall notify the Customer in any such event.

4 Delivery and performance time

4.1 Synaxon shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Synaxon notifies the Customer that the Goods are ready.
4.2 Delivery times and delivery dates are only binding if Synaxon has expressly designated these as binding in writing within the Order, otherwise time is not of the essence.
4.3 Delivery is completed on the completion of loading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Synaxon shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Synaxon with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If Synaxon fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Synaxon shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Synaxon with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to take delivery of the Goods within two Business Days of Synaxon notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Synaxon’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 If such a written notification of an accidental or error delivery is not made within these time limits or at all, the delivery is considered accepted by the Customer, and the Customer is obliged to pay the usual and reasonable purchase price for the Goods to Synaxon.
4.7  If five Business Days after the day on which Synaxon notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Synaxon may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 Synaxon may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9 For as long as the Customer pays in advance, the Goods will be reserved for the Customer, if possible, but only sent to the Customer after payment has been received.
4.9.1 For the avoidance of doubt, the reservation of the Goods shall not be a guarantee of entitlement of the Goods. The Customer is therefore requested to take this into account when placing an Order and to bring the agreed payment in advance in good time. Insofar as the Customer chooses advance payment and the amount of money to be paid is not credited to Synaxon within 5 working days, Synaxon shall be entitled to withdraw from the Contract.

5 Prices

5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, subject to clause 5.2, the price set out in Synaxon’s published price list in force as at the date of delivery.
5.2 With the updating of the purchasing platforms all previous prices and other information about Goods become invalid. Decisive is the valid version at the time of the order.
5.3 Synaxon may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
5.3.1 any factor beyond Synaxon’s control (including foreign exchange fluctuations, increases in taxes and duties transport, shipping, freight insurance, and increases in labour, materials and other manufacturing costs);
5.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
5.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give Synaxon adequate or accurate information or instructions.
5.4 The prices of the Goods, unless otherwise agreed, excludes:
5.4.1 transport, shipping, freight insurance, cash on delivery; and
5.4.2 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Synaxon at the prevailing rate, subject to the receipt of a valid VAT invoice.
5.4.3 Deliveries to England and Wales are made without a minimum order value and without a minimum quantity surcharge. For EGIS users, orders below GBP 49.00 net order value and for Non-EGIS users, orders below GBP 150 net order value will be charged with a GBP 4.00 flat-rate freight charge per parcel; above this order value, parcels will be delivered carriage paid.
5.4.4 Deliveries to Northern Ireland are made without a minimum order value and without a minimum quantity surcharge. For EGIS users, orders below GBP 250 net order value and for Non-EGIS users, orders below GBP 500 net order value will be charged with a GBP 10.00 flat-rate freight charge per parcel; above this order value, parcels will be delivered carriage paid.
5.4.5 The delivery conditions for deliveries to Jersey, the Isle of Man, the Isle of Skye, the Isle of Wight and Guernsey can be found in the appendix.
5.5 Synaxon may invoice the Customer for the Goods on or at any time after the completion of delivery.

6 Transfer of risk

6.1 The risk in the Goods shall pass to the Customer when the goods are handed over to the carrier or when the goods have left the warehouse of Synaxon for the purpose of dispatch.
6.2 If the shipment is delayed without Synaxon’s fault or if it becomes impossible at no fault of Synaxon, the risk shall pass to the Customer upon notification of readiness for shipment. For the avoidance of doubt, an agreed assumption of transport costs by Synaxon has no influence on the transfer of risk.

7 Warranty

7.1 Synaxon warrants that on delivery the Goods shall:
7.1.1 conform in all material respects with their description and any applicable Specification;
7.1.2 be free from material defects in design, material and workmanship;
7.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1.4 be fit for any purpose held out by Synaxon.
7.2 Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to Synaxon within seven days that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 Synaxon is given a reasonable opportunity of examining such Goods; and
7.2.3 the Customer (if asked to do so by Synaxon) returns such Goods to Synaxon’s place of business at Synaxon’s cost, Synaxon shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 Synaxon shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1, if:
7.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow Synaxon’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.3.3 the defect arises as a result of Synaxon following any drawing, design or Specification supplied by the Customer;
7.3.4 the Customer alters or repairs such Goods without the written consent of Synaxon;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, Synaxon shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by Synaxon.

8 Limitation of liability

8.1 Synaxon has obtained insurance cover in respect of its own legal liability for individual claims. The amount of coverage is concluded in accordance with the typical damage, contract and subject matter. The limits and exclusions in this clause reflect the insurance cover Synaxon has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation;
8.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.3.4 defective products under the Consumer Protection Act 1987.
8.3.5 Subject to clause 8.3, Synaxon’s total liability to the Customer is limited in amount to the compensation of the liability insurer.
8.4 Subject to clause 8.3, the following types of loss are wholly excluded:
8.4.1 loss of profits;
8.4.2 loss of sales or business;
8.4.3 loss of agreements or contracts;
8.4.4 loss of anticipated savings;
8.4.5 loss of use or corruption of software, data or information;
8.4.6 loss of or damage to goodwill; and
8.4.7 indirect or consequential loss.
8.5 This clause 8 shall survive termination of the Contract.
8.6 As permitted under this Contract, if the delivery time is extended or if Synaxon is released from its obligation, the Customer shall not derive any claims for damages if the Customer has been notified as soon as reasonably possible.

9 Retention of title

9.1 Title to the Goods shall not pass to the Customer until:
9.1.1 Synaxon receives payment in full (in cash or cleared funds) for the Goods and any other goods that Synaxon has supplied to the Customer;
9.1.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.
9.2 Until title to the Goods has passed to the Customer, the Customer shall:
9.2.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Synaxon’s property;
9.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.2.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
9.2.4 give Synaxon such information as Synaxon may reasonably require from time to time relating to:
9.2.4.1 the Goods; and
9.2.4.2 the ongoing financial position of the Customer.
9.3 The Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Synaxon receives payment for the Goods. However, if the Customer resells the Goods before that time, the Customer hereby assigns to us any claims to which he is entitled in respect of the reserved goods in the the invoice value of the goods subject to retention of title. We accept this assignment.
9.4 At any time before title to the Goods passes to the Customer, Synaxon may:
9.4.1 by notice in writing, terminate the Customer’s right to resell the Goods or use them in the ordinary course of its business; and
9.4.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9.5 Insofar as the value of all security interests to which we are entitled under these provisions exceeds the amount of all secured claims by more than 20%, we shall release an appropriate portion of the security interests at the request of the customer.

10 Terms of payment

10.1 The Customer shall pay each invoice submitted by Synaxon:
10.1.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed and confirmed in writing to the Customer; and
10.1.2 in full and in cleared funds to a bank account nominated in writing by Synaxon, and time for payment shall be of the essence of the Contract.
10.2 If the Customer fails to make a payment due to Synaxon under the Contract by the due date, then, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.2 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
10.3 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11 Force majeure

11.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. Alternatively, the affected party is entitled to withdraw from the contract, if not fulfilled, in whole or in part.

12 Prohibition of assignment

12.1 Synaxon may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
12.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Synaxon.

13 Use of the Goods

13.1 The Goods are intended for normal commercial use in accordance with the operating instructions and not for use in critical security systems, nuclear power plants, military or medical life-support equipment or weapons production. No liability is accepted for use in these areas.

14 Special conditions for our partners

14.1 We grant a 14-day right of return from the date of delivery, with the exception of used goods, single or spare parts, individual items from set offers and special designs (BTO / CTO) for the Customer. The right of return exists for goods in their original packaging without damage to the packaging and without breach of seal (openings within the framework of the commercial investigation and notification duty are excluded). Software is excluded from the right of return if the delivered media has been unsealed. The Customer must first register the return by EGIS-RMA-Form. After receipt of the return authorization, the Customer has to return the Goods to us within 5 working days, otherwise the right of return expires. If the Customer uses the return label provided by us, the return shipment is free of charge for him. Otherwise the Customer has to bear the costs for the return shipment himself. In order to meet the deadline, the timely dispatch of the Goods is sufficient. The Goods will be credited to the Customer after receipt at our original purchase price. The above right of return does not apply to project transactions.
14.2 The first 14 calendar days after delivery are considered as unpacking warranty. If a Customer wants to assert warranty claims against the manufacturer within this period, he can return the Goods to us and we take over the handling with the manufacturer. The Customer must first register the return by EGIS-RMA-Form. After receipt of the return authorization he has to return the Goods in original packaging for us free of charge. The serial number of the item must match the serial number of the original packaging. After receiving the Goods, the Customer immediately receives a credit note from us at the original purchase price. The unpacking guarantee does not apply to project transactions. It also does not apply to the handling of DOA cases (Defective on Arrival). Here are the special provisions according to 16.

15 Guarantee processing / handling of supplementary performance

15.1 Contracting party for the fulfillment of warranty claims is the manufacturer. Defective products must be handled directly with the manufacturer in accordance with the warranty conditions granted by the manufacturer. Contact details of the manufacturer are gladly provided to the Customer. If the Customer prefers a transaction via SYNAXON UK Ltd., we will replace defective Goods within 21 days of receipt of the Goods at the address communicated by us or credit them at the purchase price calculated at the time of purchase or repair them. After the second unsuccessful repair attempt, the Customer has the right to withdraw from the contract. He has to return the defective goods to us at his own expense. The special provisions in 16 apply to the handling of DOA cases.
15.2 If SYNAXON UK Ltd. assumes warranty service for the Customer, the latter must remove the items inserted by him or a third party (for example, chips or cards) from the product prior to entry. SYNAXON UK Ltd. is not obliged to examine the product for the installation of such objects. SYNAXON UK Ltd. is not liable for the loss of such items, unless it was obvious to us upon return of the product that such an item has been inserted into the product. In this case, the Customer will be informed and the item will be held ready for collection, and the Customer will bear the costs incurred.
15.3 In addition, before submitting a product, the Customer must make backup copies of the system software, applications and all data on the product on a separate medium and disable all passwords. Likewise, after the repaired product or replacement product has been returned to the Customer, it is the responsibility of the Customer to install the software and data and to reactivate the passwords. SYNAXON UK Ltd. accepts no liability for lost data and resulting consequential damages.
15.4 The replacement of individual parts, assemblies or entire devices no new warranty periods with respect to the claims and rights due to defects come into force. This does not apply to the statute of limitations of claims for defects for the parts affected by the removal of defects.
15.5 The processing of unauthorized submissions shall – provided that they are due to intent or gross negligence of the customer – subject to an additional charge of the expenses incurred by us. In such cases, we reserve the right to charge a fee of GBP 39.00.

16 Special provisions for the handling of DOA cases

16.1 If the manufacturer of a product offers a separate DOA (Defective on Arrival) regulation, the following provisions apply to the handling of a DOA case. The Customer himself has to register the DOA case with the manufacturer and to request a DOA number. Subsequently, the Customer sends the device – for us free of charge – according to the manufacturer’s conditions with the following information to us: DOA number, serial number, error description. The Customer is responsible for compliance with the applicable deadlines. This means in particular that he must register the DOA in good time with the manufacturer and send the defective Goods to us in good time so that the forwarding of the Goods by us to the manufacturer allows us to meet the deadlines set by the manufacturer. Any credit to the Customer will be made as soon as the credit note of the sub-supplier or manufacturer has been made. If the manufacturer rejects a handling within the scope of the DOA regulation for reasons for which SYNAXON UK Ltd. is not responsible, the complaint will be settled within the scope of the general warranty or guarantee claims.

17 Industrial Property Rights

17.1 All industrial property rights existing for the Goods are and remain the property of the suppliers or manufacturers. Any use requires the permission of the corresponding rights holder
17.2 As far as Software is included in the scope of delivery, this will be left to the Customer solely for one-off resale and to the end user for sole use, i.e. the Customer shall neither copy nor modify the Software nor let others use them. A multiple right of use requires a special written agreement. The Software are delivered in accordance with the license agreements of the the manufacturers and which are incorporated and shall be complied with by the Customer.

18 Confidentiality

18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.
18.2 Each party may disclose the other party’s confidential information:
18.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 18; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

19 Privacy

19.1 The processing of the personal data received in connection with the Contract business shall be in accordance with the applicable provisions of data protection law.

20 Export

20.1 The Customer is responsible for compliance with all applicable export and other regulations in respect of delivery to any the relevant provisions to the end user.

21 Entire agreement.

21.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

22 Variation

22.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23 Waiver

23.1 No failure or delay by Synaxon to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

24 Severance

24.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Clause 24 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25 Third party rights

25.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
25.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

26 Governing law

26.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

27 Jurisdiction

27.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

Schedule 1 Special conditions for project transactions

28 Special conditions for project transactions

28.1.1 For project business, the following special conditions apply additionally. In case of contradictions, the Special Terms and Conditions follow the General Conditions.
28.1.2 Special / project conditions, manufacturer’s conditions
28.1.2.1 If the customer is granted special or project conditions when carrying out project business, these are subject to confirmation by the manufacturer.
28.1.2.2 The customer is aware that the stock of granted special or project conditions depends on compliance with the manufacturer’s conditions. The customer therefore undertakes towards SYNAXON UK Ltd. to comply with the respective manufacturer’s conditions and to provide SYNAXON UK Ltd. with a copy of the proof of delivery and invoices to the end customer within ten days upon request.
28.1.2.3 If the customer violates the manufacturer’s conditions, SYNAXON UK Ltd. is entitled, without prejudice to the assertion of further claims, to charge the customer the difference between the special conditions granted and the regular purchase price.
28.1.3 Duty of cooperation of the customer The customer must ensure that SYNAXON UK Ltd. is provided with all relevant information required for the preparation of the offer or that SYNAXON UK Ltd. considers necessary.
28.1.4 Offers
Offers are made solely on the basis of the information provided by the customer. The composition of the hardware and software components for the use of the IT solution is carried out based on the information by the customer. SYNAXON UK Ltd. carries out all work with the utmost care and in compliance with general technical principles as well as technical rules. However, a legally binding assurance of certain characteristics can not be derived from the information and offers of SYNAXON UK Ltd.. Therefore, the information and offers do not constitute a guarantee or warranty of certain characteristics or representations of suitability of the product for specific purposes.
28.1.5 Right of return, unpacking guarantee
The right of return regulated in 14.1 of the General Terms and Conditions and the unpacking guarantee regulated in 14.2 of the General Terms and Conditions do not apply to project transactions.

Appendix 1 Freight charges

Region	Minimum order value EGIS User	Minimum order value Non-EGIS User	Freight charges
Jersey	£49	£150	£0
Isle of Man	£250	£500	£15
Isle of Skye	£49	£150	£5
Isle of Wight	£49	£150	£5
Guernsey	£550	£500	£20.00

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