General Terms and Conditions of BeSync AG

Revision date: September 2026

1.            Scope of Application / Binding Period

1.1             These General Terms and Conditions (hereinafter the “GTC”) apply to the business relationships of BeSync AG, Schaffhauserstrasse 11, 8006 Zürich (hereinafter “BeSync”) with its customers (each a “Customer”).

1.2           BeSync provides Customers with various IT services as an IT service provider. Depending on the specifically agreed services, Special Terms and Conditions (hereinafter the “STC”) shall apply in addition to these GTC. These GTC and the STC are available online at https://www.besync.ch/agb. In the event of any conflict, the STC shall prevail over these GTC.

1.3           The contractual content shall always be determined by the offer/order/contract documents agreed between BeSync and the Customer (hereinafter collectively the “Offer”). In the event of any conflict between the Offer (including any annexes) and the GTC / STC, the Offer shall prevail. Any other documents referenced in the GTC / STC shall apply on a subsidiary basis.

1.4           The Customer’s general terms and conditions / terms and conditions of purchase shall not form part of the contract in place of or in addition to these GTC unless BeSync expressly confirms this to the Customer in writing upon conclusion of the contract; text form is excluded. The Customer acknowledges that BeSync’s commencement of performance shall under no circumstances be construed as acceptance of the Customer’s general terms and conditions / terms and conditions of purchase.

1.5           BeSync reserves the right to amend these GTC at any time. The Customer shall be informed in writing of the amendments six weeks before they enter into force. The new GTC shall be provided to the Customer together with such information. The Customer may object to the application of the new GTC within four weeks of receipt of that notification. If the Customer does not object, the amended GTC shall become part of the contract upon expiry of the six-week period.

1.6          If BeSync’s amendment results in a material change to the services for the Customer, the Customer may terminate the contract on 30 days’ notice to the end of a month and, in the case of continuing obligations (ongoing services), shall receive a pro rata refund. For existing Customers, price changes shall take effect only upon the next automatic renewal of the contract.

1.7           Offers made by BeSync to Customers are always non-binding; only the Customer’s order / engagement constitutes a binding offer.

1.8           For the performance of the services, BeSync shall use carefully selected employees or third parties as subcontractors, in each case possessing the required qualifications. BeSync may at any time replace employees or third parties engaged in performance with persons of comparable qualifications and experience. Where such employees have been identified to the Customer by name, BeSync shall inform the Customer of any replacement.

1.9           The agreed remuneration covers only the scope of services documented in the Offer. Agreed additional services shall be charged separately on the basis of the agreed prices. To the extent that the service description in the Offer contains inadvertent gaps or ambiguities, BeSync may adjust the service description at its reasonable discretion.

1.10        Unless expressly agreed in writing, BeSync does not owe any legal, regulatory, tax, insurance or certification-related advice.
Recommendations, assessments or information provided by BeSync are exclusively technical or organisational recommendations and do not replace legal or regulatory review by appropriately qualified professionals.

The Customer remains responsible for ensuring that the systems, processes and services it uses comply with the statutory, regulatory and industry-specific requirements applicable to it.

2.          General Obligations of the Customer

2.1           The Customer acknowledges its duties to cooperate (under these GTC / the applicable STC and, where applicable, additionally specified in the Offer) as a prerequisite for BeSync’s performance and therefore as contractual obligations of the Customer.

2.2          The Customer shall designate in writing at least one contact person for BeSync and an address and email address at which that person can be reached. The contact person must be able to make, or promptly procure, the decisions required on behalf of the Customer. The contact person shall ensure effective cooperation with BeSync’s contact person.

2.3          The Customer shall promptly notify BeSync of any changes to its contact details and, at BeSync’s request, reconfirm their current accuracy within 14 days of receipt of the request. This includes in particular the name / company name; managing director or board of directors, where the Customer is a legal entity; address / registered office; telephone number; and email address.

2.4         If the Customer fails to fulfil a duty to cooperate, does not fulfil it properly or fulfils it late, and BeSync is consequently unable to perform its services in accordance with the contract, BeSync shall not be responsible for any resulting disadvantages suffered by the Customer. BeSync shall additionally charge the Customer, at the agreed prices, for the resulting additional expense, in particular for the extended provision of personnel or equipment used. BeSync’s other rights arising from the Customer’s omitted or inadequate cooperation remain unaffected.

2.5         The Customer is responsible for assessing its operational, technical and financial risks and for obtaining and maintaining adequate insurance cover. BeSync recommends that the Customer review its insurance cover regularly and adapt it to changed risks. BeSync does not provide insurance, legal or financial advice.

3.          Prices and Payment Terms

3.1           All prices agreed in these GTC, the STC and our Offers are net prices, to which the applicable statutory value added tax shall be added. Prices, payment channels and methods, and the timing of invoicing shall be specified in the Offer.

3.2          Where remuneration is calculated by reference to “person-days” or similar units, each such “day” shall comprise up to eight working hours per person between 08:00 and 17:30 on business days at BeSync’s registered office (Monday-Friday). BeSync charges work in increments of each commenced quarter-hour. Additional charges apply for work performed outside the aforementioned times.

3.3          Invoices are payable within 14 days of receipt. In case of doubt, invoices shall be deemed received three business days after the invoice date. Cash discounts are excluded. The Customer shall be in default upon expiry of the payment period. Any bank charges incurred (in particular for international payments) shall be borne by the Customer. Invoices shall be deemed approved by the Customer unless the Customer objects to them in writing, stating objective reasons, within 30 days of the invoice date.

3.4         BeSync sends invoices to the Customer by email. At the Customer’s request, invoices shall be sent by post for an additional charge of CHF 2,00 per invoice.

3.5         BeSync may, without the Customer’s consent, increase the monthly prices for recurring services under continuing obligations no more than once per year, at its reasonable discretion, by up to 25 % with prospective effect, but for the first time no earlier than four (4) months after the commencement of the contract term. A price increase for partial services is permissible only if they have already been agreed for at least four (4) months. A price increase shall be made only to cover increased costs. The Customer bears the burden of proving that a price increase implemented by BeSync was not made for that purpose.

3.6         In the event of a price increase pursuant to Clause 3.5, the Customer may terminate the current contract within four (4) weeks of receipt of the written price-increase notice by giving three months’ notice to the end of a month. In that event, the previous remuneration shall continue to apply until the end of the contract, and the increase shall not take effect. However, the Customer’s consent shall be deemed granted if the Customer does not give notice of termination within that period, provided that we informed the Customer of the consequences in the amendment notice.

3.7          BeSync reserves the right to require advance payment. This applies in particular where the net order value exceeds CHF 500,00. BeSync further reserves the right to require advance payments or security if circumstances arise or become known that appear to jeopardise claims. If the Customer does not comply with such a request within 14 days, BeSync may withdraw from the contract or

3.8         Upon the occurrence of default, BeSync may charge interest at six (6) percentage points.

3.9         BeSync’s performance of services under continuing obligations is conditional upon the Customer meeting its payment obligations on time. If the Customer is in default

3.9.1     for two consecutive months with payment of the agreed prices, or the Customer makes only a partial payment; or

3.9.2   during a period extending over more than two (2) months, with payment of the agreed prices in an amount equal to the prices for two (2) months,

3.9.3   BeSync shall be entitled to

3.9.4   suspend its services until the prices are paid; or

3.9.5   terminate the affected services or the entire contract with immediate effect. In addition to the prices for services rendered up to the effective date of termination, BeSync shall be entitled to a settlement fee equal to the agreed prices for the period from termination until the end of the regular contract term. The Customer may prove that BeSync suffered no loss, or a loss lower than the settlement fee. If such proof is furnished, only the proven loss shall be compensated. BeSync’s other rights arising from default remain unaffected. Termination of the contract does not release the Customer from the obligation to pay for services used up to the time they are discontinued.

3.10      To secure our claims, we reserve the right, in the event of late payment, to transmit the data required for debt collection to Creditreform Egli Zürich AG. For this purpose, we cooperate with Creditreform, which may be commissioned to carry out credit checks and process claims.

3.11         Travel costs, expenses and other ancillary costs, as well as disbursements incurred by BeSync in performing the contractually owed services, shall be charged separately to the Customer on a time-and-expense basis unless otherwise specified in the Offer. Unless otherwise agreed in an individual case, BeSync shall invoice travel to Customer locations at the flat rate agreed in the Offer.

4.          Information Security and Security Incidents

4.1           BeSync shall implement appropriate technical and organisational measures to protect the data, systems and information entrusted to it.
Despite the application of recognised security standards, complete protection against cyberattacks, security incidents, malware, ransomware, social engineering, system failures or unauthorised access cannot be guaranteed.

4.2         The Customer undertakes to implement appropriate protective measures within its own infrastructure and to follow the security precautions recommended by BeSync.

4.3         Each party shall inform the other without delay of security incidents that may materially impair performance of the services or the availability of data and systems.

5.          Artificial Intelligence

5.1           BeSync may use AI-based systems to perform its services.

5.2         AI-generated content, analyses, recommendations, configurations or documentation are prepared to the best of BeSync’s knowledge, but may contain factual errors, omissions or misinterpretations.

5.3         The Customer remains responsible for the professional review, approval and use of the results.

5.4         Customer data shall be used to train general AI models only on the basis of an express agreement or where permitted by law.

5.5         BeSync gives no warranty as to the suitability of AI-generated content for any particular purpose.

6.         Liability

6.1          BeSync shall perform its services in accordance with recognised professional standards and with the contractually required care. However, BeSync does not owe any particular commercial result, complete system availability, or a guarantee that security incidents, cyberattacks, malware, social-engineering attacks or other acts of third parties will not occur.
In particular, absolute information security cannot be guaranteed despite the implementation of appropriate technical and organisational measures.

6.2         BeSync shall have unlimited liability for losses caused by BeSync, its statutory representatives or its agents through gross negligence or wilful misconduct. BeSync shall also have unlimited liability for losses arising from culpable injury to life, limb or health.

6.3         Liability for all cases of slight negligence is otherwise excluded.

6.4         In all cases, BeSync’s liability for indirect losses (including, in particular, losses caused by business interruption or restriction), loss of profit, unrealised savings and reputational damage is excluded.

6.5         The foregoing limitations of liability shall also apply for the benefit of BeSync’s statutory representatives and employees and shall likewise apply to pre-contractual and tortious liability.

6.6        BeSync’s liability for losses under product liability legislation remains unaffected.

6.7         Where, according to the Offer, BeSync is not responsible for backing up the Customer’s data, BeSync’s liability in the event of data loss shall be limited to the restoration costs that would have arisen had the Customer backed up the data in accordance with its obligations.

6.8         BeSync shall not be liable where performance is temporarily interrupted, wholly or partly restricted, or rendered impossible due to force majeure. Force majeure includes, in particular, natural events of exceptional intensity (avalanches, floods, landslides, etc.), acts of war, civil unrest, epidemics, pandemics, unforeseeable official restrictions, etc. If BeSync is unable to meet its contractual obligations, performance shall be deferred to the extent required by the event. BeSync shall not be liable for any losses suffered by the Customer as a result of such deferral.

6.9         BeSync may make recommendations to the Customer for improving information security, availability, data backup or the protection of its systems and data.
If the Customer rejects such recommendations in whole or in part, or does not implement them within a reasonable period, BeSync shall not be liable for losses, outages, security incidents, data loss or other impairment to the extent attributable to the failure to implement the recommended measures.

7.           Orders of Authorities

7.1           BeSync is entitled to disclose data or information where required by law or by an administrative or court order.

7.2          To the extent legally permissible, the Customer shall be informed in advance or without delay thereafter.

7.3          The work involved in handling extraordinary requests for disclosure, cooperation or information may be charged to the Customer on a time-and-expense basis.

8.          Confidentiality and Data Protection

8.1           The parties shall keep confidential all information of the other party requiring confidentiality that comes to their knowledge in connection with the cooperation, i.e. shall protect it with due care against access by unauthorised persons. Subcontractors and BeSync employees engaged in accordance with the contract are authorised persons within the meaning of this provision. The parties undertake to involve in the cooperation only employees or third parties whom they have previously bound to confidentiality in a comparable form.

8.2         Information requiring confidentiality means all information of a party—regardless of its form—that is marked in writing as confidential or whose confidential nature is clearly apparent from its nature, in particular trade and business secrets. The terms of the Offer are also confidential.

8.3         Information does not require confidentiality where the receiving party can demonstrate that it (a) is or was publicly available, (b) was already in the party’s possession without an obligation of confidentiality, (c) was developed independently and without using confidential information of another party, or (d) was lawfully acquired from a third party that was not subject to an obligation of confidentiality.

8.4         BeSync shall comply with the Customer’s agreed requirements regarding data protection and data security. Both parties shall comply with the applicable data-protection provisions, in particular those in force in Switzerland, and shall bind their employees engaged in connection with the contract to data confidentiality unless they are already subject to a corresponding general obligation. To the extent that BeSync processes personal data in performing its services under this agreement, BeSync shall act exclusively on behalf and on the instructions of the Customer. The parties shall enter into a separate written data-processing agreement for this purpose.

8.5         The confidentiality obligations shall continue for three years after the end of the respective contract.

9.         Term and Termination

9.1           Unless otherwise stipulated in the Offer, BeSync shall provide the agreed services under continuing obligations from the date of provisioning for an indefinite period, initially subject to the minimum contract term specified in the Offer.

9.2         Except for the notice periods agreed in the Offer, the Customer has no right of withdrawal or ordinary termination, in particular during the minimum contract term.

9.3         Without prejudice to any rights to terminate services ordinarily, both parties’ right to terminate for good cause remains unaffected. If the ground for termination consists of a breach of a contractual obligation, the terminating party shall, before terminating, grant the other party a reasonable period in which to remedy the ground for termination.

9.4         Notices of termination must be given in writing.

10.    General Provisions

10.1        The parties may publicly use each other’s company names and trademarks as references (in particular on the corporate website or in brochures). In addition, the Customer may act as a reference customer for BeSync on the basis of a separate agreement.

10.2      The Customer may not assign rights or obligations under the contract to third parties without BeSync’s prior written consent.

10.3      Set-off by the Customer is permitted only with BeSync’s consent.

10.4      Amendments and supplements to the Offer or the GTC / STC must be made in writing. This also applies to any cancellation of or waiver of the written-form requirement.

10.5      Where the GTC / STC require written form, text form (e.g. notifications by email) shall suffice unless otherwise stipulated in the individual case.

10.6     The legal relationship between the parties shall be governed exclusively by Swiss law, to the broadest possible exclusion of international conventions (for example, the UN Convention on Contracts for the International Sale of Goods), to the extent such exclusion is legally permissible and possible.

10.7      The exclusive place of jurisdiction shall be BeSync’s registered office.