Terms and Conditions
1. Scope
These Terms and Conditions apply to contracts for digital strategy and concept work, design, software development, workflow automation and strategic advisory services between Syda Capital UG (limited liability), Bahnhofstraße 17, 82327 Tutzing, Germany (“SYDA”), and its clients.
Our services are offered exclusively to businesses within the meaning of Section 14 of the German Civil Code, legal entities under public law and special funds under public law. Conflicting or deviating client terms apply only where SYDA has expressly agreed to them in text form.
2. Formation of contract
SYDA proposals are non-binding unless stated otherwise. A contract is formed when the client commissions work in text form, such as by email, or countersigns a proposal. The specific scope, schedule and fees are defined in the applicable proposal or project agreement.
3. Services
SYDA provides the agreed services in line with the current state of technology. Unless expressly agreed, SYDA does not guarantee specific commercial outcomes such as revenue, search rankings or reach.
Third-party services such as hosting providers, n8n, AI models and APIs are used in coordination with the client. SYDA is not responsible for the availability of, or changes to, third-party services.
4. Client cooperation
The client must provide all content, information, access credentials and approvals needed for the project in good time and in an appropriate format. The client confirms that supplied materials do not infringe third-party rights. Delays caused by late cooperation are not attributable to SYDA and agreed dates will move accordingly.
5. Fees and payment
The fees agreed in the proposal apply, plus statutory VAT where applicable. Unless agreed otherwise, invoices are payable without deduction within 14 days of the invoice date. SYDA may request reasonable advance or milestone payments. Statutory rules apply in the event of late payment.
6. Acceptance
Where the work constitutes a contract for work and services under German law, the client must review and accept the result promptly after completion and request for acceptance. Acceptance is deemed to have occurred if the client does not report material defects in text form within 14 days after delivery or begins productive use of the work.
7. Rights of use
Once all agreed fees have been paid, the client receives the rights of use required for the relevant contractual purpose in the work created specifically for the client. The scope and any exclusivity are defined in the proposal. Until full payment, all rights remain with SYDA.
Open-source components remain subject to their respective licences. Pre-existing tools, libraries and know-how owned by SYDA remain SYDA’s property. SYDA may name the client and project as a reference unless the client objects in text form.
8. Warranty
Statutory warranty rights apply with the following qualification: SYDA may first choose to remedy the defect or produce a replacement. The limitation period for defect claims is twelve months from acceptance unless mandatory law provides otherwise. This does not apply in cases of intent, gross negligence or injury to life, body or health.
9. Liability
SYDA is liable without limitation for intent and gross negligence, for injury to life, body or health and under the German Product Liability Act. For ordinary negligence involving essential contractual obligations, liability is limited to typical, foreseeable loss. Liability for other cases of ordinary negligence is excluded.
For loss of data, SYDA is only liable to the extent that the loss would also have occurred if the client had maintained proper and regular backups.
10. Operation, maintenance and third-party services
Ongoing operation, hosting, maintenance and further development are only included where separately agreed. SYDA is not liable for outages, changes or discontinuation of third-party services such as cloud providers, APIs or AI services. SYDA will inform the client of relevant changes that become known.
11. Confidentiality and data protection
Both parties must treat the other party’s confidential information as confidential and use it only to perform the contract. Where SYDA processes personal data on the client’s behalf, the parties will enter into a data processing agreement under Article 28 GDPR where required.
12. Final provisions
The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Munich where the client is a merchant, legal entity under public law or special fund under public law.
Changes and additions must be made in text form. If individual provisions are or become invalid, the remaining provisions remain effective.