General Terms and Conditions

1. Scope of validity

‍1.1‍. LIGADIGITAL AG (hereinafter referred to as “LIGADIGITAL”) offers a web-based, innovative, personal chat assistant on the website Syncwise.ai (hereinafter referred to as “SyncWise Homepage”), with which you can digitise your company knowledge and make it accessible to all employees at any time and in an uncomplicated manner (hereinafter referred to as “SyncWise”).

SyncWise works in the background with the “Large Language Model” Chat GPT of the software provider Open AI, therefore special regulations for liability and data protection apply.

‍1.2‍. The following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all contracts of use (hereinafter referred to as “Contracts”) concluded between LIGADIGITAL and Customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) or other relevant statutory provisions.

‍1.3‍. Deviating general terms and conditions of the Customer shall not apply to contracts unless LIGADIGITAL expressly agrees to their application in writing.

2. Conclusion of contract

2.1. For the conclusion of a contract for the chargeable use of the software, the LIGADIGITAL Sales Team shall prepare a corresponding offer in written or text form upon request, which shall be accepted by the Customer by confirmation in text form, written form or at the latest by payment of the invoice.

2.2 The order includes at least one-time setup costs and a monthly licence package. The SaaS starter package including hosting on a certified server in Germany includes 5 users (hereinafter referred to as “SaaS”). If you wish to host the software yourself (hereinafter referred to as “On Premise”), a minimum purchase of 5 users applies. Prices on request.

3. Services provided by LIGADIGITAL

3.1. LIGADIGITAL provides the Customer with access to SyncWise for the term of a contract either as software-as-a-Service via the Internet or installs it on a server selected by the Customer (on premise). The scope of functions of the booked software version can be found in the description on the SyncWise website. As the software is continuously developed further, the range of functions also develops accordingly. The user licences also include the free use of Chat GPT in the currently available version (only via the SyncWise interface) and support in the event of technical faults.

Further services (e.g. remote support for content-related questions) are not the subject of a contract for the (chargeable) use of the software. Such additional services are charged by LIGADIGITAL at an hourly rate of 120 € and invoiced monthly.

4. Availability and response time in the event of faults

4.1. ‍LIGADIGITAL guarantees 98% availability during business hours from 09:00 to 17:00, Monday to Friday, of the software provided as SaaS on an annual average. This excludes times when the server cannot be reached due to technical or other problems that are beyond LIGADIGITAL’s control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. updates to the software) which either take place outside normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00 or which have been announced in advance in accordance with Clause 4.2.

‍4.2. LIGADIGITAL is authorised to interrupt the availability of the software for maintenance purposes and due to other technical requirements. As far as possible, maintenance work will be carried out outside normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00. If a maintenance measure will lead to an interruption in the use of the software of more than two hours within normal business hours from Monday to Friday (taking into account public holidays at the Stuttgart location) between 9:00 and 17:00, LIGADIGITAL will announce this maintenance work by e-mail. The announcement shall be made at least three working days in advance.

‍4.3. Disruptions to system availability must be reported by the Customer as soon as they become known. LIGADIGITAL shall endeavour to ensure a response time of four hours for the start of troubleshooting in the event of reports of system availability faults that lead to a total failure of the software and that are received within the support hours (Monday to Friday between 9:00 and 17:00, taking into account public holidays at the Stuttgart location). In the case of minor faults that do not lead to a total failure of the software and occur during ongoing operation, LIGADIGITAL shall endeavour to respond no later than one working day after receipt of the fault report.

‍4.4. ‍In the case of fault reports received outside support hours, fault rectification shall begin on the following working day. Delays in fault clearance for which the Customer is responsible (e.g. due to the unavailability of a contact person on the Customer side or late reporting of the fault) shall not be counted towards the fault clearance time.

4.5. If the software is hosted by the Customer itself, support can only be guaranteed if LIGADIGITAL has access to the Customer’s infrastructure. In this case, the response time shall only begin at the time at which LIGADIGITAL has comprehensive access to the software hosted by the Customer. LIGADIGITAL shall not assume any support or liability for malfunctions in connection with the Customer’s server or IT infrastructure.

5. Cooperation services of the Customer

5.1. The following cooperation services are primary obligations of the Customer and are not to be classified solely as secondary obligations or duties.

‍5.2. The Customer is obliged to provide a qualified contact person and deputy who is authorised to make or immediately bring about all necessary decisions that are required for the provision of the contractually agreed service. The Customer is obliged to inform us immediately of any changes to the contact person (and deputy).

‍5.3. The Customer is solely responsible for the content of the data and documents processed with the software. LIGADIGITAL accepts no liability whatsoever if the Customer releases personal, confidential, protected or otherwise sensitive data or documents for processing by SyncWise. The Customer hereby undertakes to use LIGADIGITAL’s software only in accordance with the contract and within the scope of the applicable statutory provisions and not to infringe any third-party rights during use. The Customer shall inform LIGADIGITAL immediately in writing about:

(i) the misuse or suspected misuse of the contractually agreed service;

(ii) a breach of the applicable data protection regulations as well as the risk or suspicion of a risk to compliance with data protection or data security that occurs in the course of the provision of the contractually agreed service;

(iii) a risk or the suspicion of a risk to the service provided by LIGADIGITAL, e.g. due to loss of access data or hacker attack.

LIGADIGITAL and the Customer shall also conclude an order processing contract in accordance with Art. 28 GDPR.

‍5.4.1. ‍The Customer is responsible for ensuring that the Internet connection has sufficient bandwidth and latency.

‍5.4.2. The Customer is obliged to ensure the technical requirements for the installation, operation, maintenance, updates and fault support etc. of SyncWise itself permanently and at its own expense. For an optimal use of the offers and functions of SyncWise, the Customer shall use the browser types Google Chrome or Mozilla Firefox in their respective current version. In addition, the use of cookies must be permitted in the settings of the browser used. If these technical requirements are not met by the Customer, this may lead to restrictions in the usability of the SyncWise services. LIGADIGITAL is not responsible for these restrictions.

‍5.4.3. The Customer is responsible for taking state-of-the-art IT security measures within its own organisation and for its employees that are necessary for compliance with the statutory data protection requirements. This includes, but is not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile devices of the Customer’s employees, ensuring the assignment and regular updating of secure passwords in accordance with the BSI IT Grundschutz or other equivalent, recognised security standards for the SyncWise account as well as for the laptops, computers or other mobile devices of SyncWise employees/users or the use of corresponding mechanisms such as 2-factor authentication, automatic inactivity blocking, firewall, etc.

‍5.4.4. ‍The Customer is further obliged to ensure the confidentiality of the identification and authentication data assigned to its users, which also means, for example, the organisational and, if applicable, technical prohibition of the disclosure of passwords and the prohibition of the use of so-called “shared accounts”. The ban on the use of “shared accounts” refers to the SyncWise account.

‍5.4.5. ‍In addition, the Customer must ensure the security of the Internet connection used, i.e. in particular the use of company-owned rather than public virtual private networks (VPN) and ensuring the use of VPN connections in public networks.

‍5.5. ‍The Customer is responsible for the technical setup and administration of the account. This applies regardless of whether LIGADIGITAL supports the Customer in setting up the account in any form whatsoever. This includes in particular:

(i) the technical setup of the account, in particular migration of data, configuration of processes and products;

(ii) the technical connection of interfaces on the Customer’s side in accordance with the specification for incoming and outgoing data;

(iii) the administration of the account, in particular the creation of users and roles and the assignment of access to the account.

‍5.6. The Customer is obliged to inform LIGADIGITAL immediately in text form of any service disruptions that occur (defects in the services, lack of availability) and to provide comprehensible information on any service disruptions that occur. The Customer shall support LIGADIGITAL to a reasonable extent in identifying and rectifying errors in the event of service disruptions. LIGADIGITAL shall be entitled to show the Customer temporary workarounds and to eliminate the actual cause later by adapting the SyncWise software, provided this is reasonable for the Customer.

6. Contractual use

6.1. LIGADIGITAL grants the Customer a simple, non-exclusive, non-sublicensable and non-transferable right to use the booked software, limited in time to the term of the contract.

‍6.2. ‍The Customer undertakes to use the software exclusively in accordance with the contract and not to make it available to third parties for use.

7. Prices, payment methods and terms of payment

‍7.1. ‍The prices quoted at the time of the order shall apply, as shown on the respective individual offers. The prices quoted there are net prices in euros and do not include statutory VAT at the applicable statutory rate, if applicable. The amount of remuneration for the use of the software depends on the number of users.

‍7.2. The billing period begins when the contract is signed. After signing the contract, the customer receives a quarterly invoice for the licences used. The one-time set-up costs will be invoiced after successful implementation. The payment term is 14 (fourteen) days from the invoice date.

‍7.3. ‍In the event of default by the Customer, if no payment has been made even after the expiry of a deadline set for the Customer of one calendar week after the due date, LIGADIGITAL shall be entitled to block the Customer’s access to the software immediately. LIGADIGITAL shall inform the Customer of this blocking in advance, setting a further deadline of one calendar week. In this case, the Customer shall remain obliged to continue to pay the agreed remuneration plus default interest in the amount of nine percentage points above the base interest rate. Any damage to the Customer caused by the blocking for this reason cannot be asserted against LIGADIGITAL. Furthermore, LIGADIGITAL has no right to block access to the software. Furthermore, in the event of default, the statutory provisions of Sections 286, 288 BGB or other relevant statutory provisions shall apply.

8. Commencement of the contract, minimum term and cancellation

The contract shall commence at the agreed time, but at the latest when LIGADIGITAL begins to provide the service. The contract for the use of the software licences is concluded for an indefinite period. Both parties have the right to terminate contracts for the paid use of the software with a notice period of three calendar months.

The right of both parties to terminate for good cause remains unaffected.

The cancellation must be made in text form. The Customer’s account will be blocked or uninstalled when the cancellation takes effect.

9. Limitation of liability

9.1. Liability: LIGADIGITAL shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health, as well as for other damages based on an intentional or grossly negligent breach of duty and fraudulent intent. In addition, LIGADIGITAL shall be liable in accordance with the statutory provisions for damages that are covered by liability under mandatory statutory provisions, such as in the case of the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by LIGADIGITAL shall only be given in writing and, in case of doubt, shall only be interpreted as such if they are labelled as a “guarantee”.

‍9.2. ‍Limitation of liability: In the event of slight negligence, LIGADIGITAL shall only be liable for damage caused directly by LIGADIGITAL and attributable to such material breaches of duty that jeopardise the achievement of the purpose of this contract, or to the breach of obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may rely (so-called cardinal breaches of duty). In these cases, LIGADIGITAL’s liability shall be limited to the foreseeable damage typical of the contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see clause 9.2. sentence 1) is excluded, unless LIGADIGITAL is mandatorily liable by law (see clause 9.1. sentence 2).

9.3. LIGADIGITAL is expressly not liable for all services, actions and omissions of OpenAI or the ChatGPT solution used in the background and assumes no liability for what happens to data released by the Customer for SyncWise, which is made available via SyncWise to OpenAI.

9.4. LIGADIGITAL shall not be liable for any violations of applicable data protection laws. The Customer itself is responsible for which data and documents it releases for SyncWise.

9.5. LIGADIGITAL shall not be liable for the correctness of the answers provided by SyncWise and the decisions made on this basis. The Customer is always responsible for checking and scrutinising the answers.

9.6. ‍Claims against third parties: The limitations of liability in Clauses 9.1. to 9.5. shall also apply to claims against directors, officers, employees, other vicarious agents or subcontractors of LIGADIGITAL.

10. Data protection and confidentiality

10.1. LIGADIGITAL collects and uses the Customer’s personal data only within the framework of the applicable statutory provisions for the purpose of concluding the contract. LIGADIGITAL expressly points out that no personal or secret data may be made available to SyncWise.

‍10.2. ‍Neither contracting party is authorised to disclose confidential information of the other contracting party to third parties without express consent (at least in text form). All information, whether in writing or transmitted verbally, which (i) is considered confidential or confidential by nature or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or confidential due to the external circumstances of the transmission. Confidential information includes, in particular, product descriptions and specifications, prices and special conditions as well as software malfunctions. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least the same precautionary measures that they take with regard to their own confidential information. Such precautions must be at least adequate to prevent disclosure to or access by unauthorised third parties. Both contracting parties are also obliged to prevent the unauthorised disclosure or use of confidential information by their Customers, employees, subcontractors, legal representatives or third parties. The contracting parties shall inform each other in writing if confidential information is misused. All information, whether in writing or transmitted verbally, which (i) is considered confidential or confidential by nature or (ii) which the contractual partner to whom the information is transmitted must already recognise as confidential or confidential due to the external circumstances of the transmission. Confidential information includes, in particular, product descriptions and specifications, prices and special conditions as well as software malfunctions. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both contracting parties shall take at least the same precautionary measures that they take with regard to their own confidential information. Such precautions must be at least adequate to prevent disclosure to or access by unauthorised third parties. Both contracting parties are also obliged to prevent the unauthorised disclosure or use of confidential information by their Customers, employees, subcontractors, legal representatives or third parties. The contracting parties shall inform each other in writing if confidential information is misused. Excluded information has been developed, (v) has been authorised in writing for publication or (vi) must be transmitted due to a court or official order, provided that the contractual partner affected by the transmission is informed in good time in order to be able to initiate legal protection measures. The obligation of confidentiality shall also apply beyond the term of the contract until twelve months after the effective termination date of the contract.

10.3. If the Customer releases confidential information for SyncWise, this information shall also be transferred to ChatGPT (OpenAI) in the background and the GTC of OpenAI shall apply. Section 9 of these GTC shall remain unaffected.

11. Reservations of change

‍11.1. LIGADIGITAL has the right to amend these General Terms and Conditions at any time, e.g. to add provisions for the use of any newly introduced, additional services or functions of the software. The changes and additions to the General Terms and Conditions will be announced to the Customer by e-mail to the e-mail address provided by the Customer at least four weeks before the planned entry into force. The Customer shall be deemed to have consented to the amendment of the General Terms and Conditions if the Customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of 14 (fourteen) days, beginning on the day following the notification of the amendment. LIGADIGITAL undertakes to point out the possibility of objection, the deadline for objection, the text form requirement and the significance or consequences of failure to object separately in the notification of change.

‍11.2. LIGADIGITAL reserves the right to change the software or to offer deviating functionalities, unless changes and deviations are objectively unreasonable for the Customer. If the provision of a modified version of the software or a change in functionalities of the software is accompanied by a significant change in the Customer’s work processes supported by the software and/or restrictions in the usability of previously generated data, LIGADIGITAL shall notify the Customer of this in text form at least four weeks before such a change takes effect. If the Customer does not object to the change in text form within a period of 14 (fourteen) days from receipt of the notification of change, the change shall become part of the contract. LIGADIGITAL shall draw the Customer’s attention to the aforementioned deadline and the legal consequences of its expiry in the event of failure to exercise the option to object whenever changes are announced.

‍11.3. ‍LIGADIGITAL also reserves the right to change the software or offer different functionalities,

(i) to the extent necessary to ensure that the services offered by LIGADIGITAL comply with the law applicable to these services, in particular if the legal situation changes;

(ii) insofar as LIGADIGITAL thereby complies with a court or authority decision addressed to LIGADIGITAL;

(iii) insofar as this is necessary to eliminate security gaps in the software; or

(iv) insofar as this is predominantly advantageous for the Customer.

‍11.4. LIGADIGITAL is entitled to adjust the prices for the chargeable contractual services annually to an appropriate amount to compensate for personnel and other cost increases. LIGADIGITAL shall notify the Customer in text form of these price adjustments and the effective date of the price adjustment. The price adjustments shall not apply to periods for which the Customer has already made payments. A change in the price resulting from a change in the scope of features or number of employees/users to be managed shall not be deemed a price adjustment within the meaning of this clause 11.4.

11.5. LIGADIGITAL shall be entitled to throttle the performance of SyncWise if the Customer’s monthly volume is above average.

‍11.6. ‍If the Customer objects to a change within the meaning of this Section 11 in due form and time, the contractual relationship shall be continued under the previous conditions. In this case, LIGADIGITAL reserves the right to terminate the contractual relationship extraordinarily with a notice period of one month.

‍11.7. Amendments to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the text form itself.

12. Final provisions

12.1. ‍If individual provisions of the General Terms and Conditions have not become part of the contract in whole or in part or are invalid, the remainder of the contract shall remain valid. Insofar as the provisions have not become part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.

‍12.2. The contractual relationship between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, with the express exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between LIGADIGITAL and the Customer is, as far as legally permissible, the registered office of LIGADIGITAL.

‍12.3. ‍The languages in which these GTC are available on the LIGADIGITAL website shall be available to the Customer for the conclusion of the contract. For Customers from the DACH region – Germany, Austria, Switzerland – the German version valid at the time of conclusion of the contract shall be decisive for the conclusion of the contract.