GENERAL TERMS & CONDITIONS
of synapsyx GmbH for Development and Delivery of AI-Based Software Solutions (version 1 / in force from 07 July 2025)
1. Scope and hierarchy
1.1 These GTC govern every present and future contract under which synapsyx GmbH (“Provider”) supplies services, software or AI-generated outputs to an entrepreneur within the meaning of § 1 UGB (“Client”). The Provider rejects any conflicting, deviating, or supplemental terms of the Client unless the Provider expressly accepts them in writing.
1.2 Individual written agreements (including statements of work, SLAs, or licence terms) take precedence over these GTC in case of conflict.
2. Services, deliverables, cooperation duties
2.1 The exact scope, milestones, and fees result from the Provider’s offer or the parties’ statement of work (“SOW”).
2.2 The Client shall supply in due time all information, test data, access rights, and qualified personnel that are reasonably necessary for the orderly performance of the services. Delays or additional efforts caused by the Client’s failure to cooperate may be invoiced at the Provider’s then-current rates.
2.3 Unless otherwise agreed, services are performed remotely during Austrian business hours.
3. Fees, expenses, payment terms
3.1 All prices are net of VAT and payable within 14 days of invoice.
3.2 Travel costs, accommodation, and daily allowances are reimbursed against receipts in accordance with the Austrian Income Tax Act’s tax-free limits.
3.3 In case of late payment the Provider may charge default interest of 9.2 percentage points above the ECB base rate (§ 456 UGB) and suspend services until full payment.
4. Intellectual-property rights and usage
4.1 Unless the SOW grants broader rights, the Client receives a non-exclusive, non-transferable, perpetual licence to use project deliverables solely for its own internal business purposes.
4.2 Any source code, pretrained models, frameworks, or generic know-how developed or owned by the Provider before or independently of the project (“Background IP”) remain the Provider’s property. The Client obtains no rights to Background IP other than those necessary to use the project deliverables.
4.3 The Client shall not de-compile, reverse engineer or otherwise attempt to derive the source of any source code or AI models unless this is indispensable under § 40e UrhG and the Provider has been asked first.
5. AI-specific responsibilities and disclaimers
5.1 AI outputs are probabilistic and may contain errors, biases, or third-party content. The Client is responsible for professionally reviewing every AI suggestion before relying on it.
5.2 The Provider does not warrant that AI outputs are legally compliant, free of discriminatory content, or suitable for any specific purpose.
5.3 Where personal data are processed, the parties will conclude a data-processing agreement pursuant to Art. 28 GDPR.
6. Warranty (Gewährleistung)
6.1 The Provider warrants that services will be rendered with the care of a diligent professional and that software deliverables will materially conform to the agreed specification for six (6) months from acceptance.
6.2 Defects must be notified in writing without undue delay, at the latest within ten business days after discovery, describing the defect in a reproducible manner.
6.3 The Provider may first attempt rectification or replacement. Only if those attempts finally fail does the Client have the right to price reduction or rescission.
7. Liability
7.1 The Provider is liable without limitation for damages caused intentionally or by gross negligence, for personal injury, and under the Product Liability Act.
7.2 In all other cases the Provider’s aggregate liability per contract is limited to 100 % of the fees paid under that contract; liability for lost profit, lost data, indirect, or consequential damages is excluded to the extent permitted by law. 
8. Confidentiality
Both parties shall keep confidential all business and technical information marked or by nature confidential, for five (5) years after the end of the project. The obligation does not apply to information that is or becomes public knowledge without breach, is already lawfully known, or is independently developed.
9. Data protection and security
The Provider processes personal data as described in its Privacy Notice (available at https://synapsyx.com/privacy-policy/ ). The Client shall ensure that it has a valid legal basis for transferring any personal data to the Provider.
10. Export control / sanctions
The Client warrants that it will not use the deliverables in violation of Austrian, EU, or U.S. export-control regulations or provide them to persons on sanctions lists.
11. Term, termination
11.1 Unless stated otherwise in the SOW, either party may terminate a continuing service contract for convenience with four (4) weeks’ written notice to the end of any calendar month.
11.2 Either party may terminate for cause with immediate effect if the other party materially breaches the contract and fails to cure within 30 days of written notice.
12. Governing law and jurisdiction
12.1 This contract is governed by Austrian substantive law, excluding conflict-of-law rules and the UN Sales Convention.
12.2 Exclusive venue for all disputes is the court in Vienna that has subject-matter jurisdiction; however, the Provider may sue the Client at its general place of jurisdiction as well.
13. Miscellaneous
13.1 If any provision is or becomes invalid, the remaining provisions remain unaffected. The parties will replace the invalid clause with a valid one that comes closest in economic intent.
13.2 Amendments or side agreements are only valid if made in writing; this also applies to any waiver of the written-form requirement.