PART A: GENERAL PROVISIONS APPLICABLE TO ALL CONTRACTS
1. Scope, Contracting Party, and Company Rights.
- 1.1. These General Terms and Conditions ("Terms") exclusively govern all contracts concluded between Cynteract GmbH and its customers ("Customer") for the rental or purchase of our products ("Device") and any related services.
- 1.2. The contract is concluded with:
Cynteract GmbH Ottostr. 51A 52070 Aachen, Germany
Commercial Register: Amtsgericht Aachen, HRB 20807
Represented by its Managing Director: Gernot Suemmermann
Email: info@cynteract.com
- 1.3. Cynteract GmbH reserves the right to modify, update, or discontinue features of the Device's software or digital services at any time and its sole discretion, provided that the core functionalities of the Device are maintained.
2. Conclusion of the Contract.
- 2.1. The presentation of the Devices on our website constitutes a non-binding invitation to the Customer to submit an offer.
- 2.2. By submitting an order, the Customer makes a legally binding offer to enter into a contract.
- 2.3. Cynteract GmbH reserves the right to accept or reject any offer at its sole discretion and without providing a reason. A contract is formed only upon our explicit acceptance, as indicated by an order confirmation email or the dispatch of the Device.
3. Right of Withdrawal for Consumers.
- 3.1. If you are a consumer under German law (13BGB), you have a statutory right of withdrawal. The conditions and procedures for this right are heavily regulated by law and cannot be altered by these Terms.
- 3.2. You will be provided with a separate Cancellation Policy as required by law.
4. Limitation of Liability.
- 4.1. Cynteract GmbH's liability is limited as follows: We are liable without limitation only for damages arising from injury to life, body, or health based on a negligent or intentional breach of duty by us, and for other damages based on a deliberate or grossly negligent breach of duty by us. We are also liable without limitation under the German Product Liability Act.
- 4.2. For damages caused by a slightly negligent breach of a material contractual obligation ("cardinal obligation"), our liability is limited to the amount of the foreseeable, contract-typical damage. Material contractual obligations are those essential for the execution of the contract.
- 4.3. To the fullest extent permitted by law, any further liability of Cynteract GmbH is excluded. In particular, Cynteract GmbH shall not be liable for indirect or consequential damages, loss of profit, loss of revenue, or loss of data.
- 4.4. The Customer is obligated to take all reasonable measures to mitigate damages.
5. Intellectual Property and Customer Feedback.
- 5.1. The Device and all associated software are the exclusive intellectual property of Cynteract GmbH and its licensors.
- 5.2. We grant you a limited, non-exclusive, non-transferable license to use the software as part of the Device. This license terminates immediately and automatically upon your breach of these Terms or upon termination of the underlying contract.
- 5.3. You are strictly prohibited from reverse-engineering, decompiling, or attempting to derive the source code of the software.
- 5.4. Should you provide any suggestions, ideas, or other feedback to Cynteract GmbH regarding the Device or services, you hereby assign to Cynteract GmbH all right, title, and interest in and to such feedback, without any right to compensation.
6. Customer's Responsibility for Data.
- 6.1. The Customer is solely responsible and liable for all data they input, generate, or access using the Device. The Customer is the "data controller" under GDPR and warrants full compliance with all applicable data protection laws.
- 6.2. Cynteract GmbH acts as a "data processor" and shall not be liable for the Customer's compliance failures. The Customer shall indemnify, defend, and hold Cynteract GmbH harmless from any and all third-party claims, fines, and costs (including legal fees) arising from the Customer's culpable breach of data protection laws.
- 6.3. The Customer is solely responsible for backing up their data. Cynteract GmbH is not liable for any loss of data. Upon termination of the contract, Cynteract GmbH is entitled to irretrievably delete all of the Customer's data from its systems without further notice.
7. Force Majeure.
- 7.1. Cynteract GmbH shall not be liable for any failure or delay in performance due to causes beyond its reasonable control. If such an event continues for more than sixty (60) days, Cynteract GmbH may terminate the agreement without liability.
PART B: SPECIAL PROVISIONS FOR RENTAL AGREEMENTS
8. Rental Period, Renewal, and Price Adjustment.
- 8.1. The rental agreement is concluded for a mandatory minimum term of twelve (12) months for a yearly contract and three (3) months for a quarterly contract. Ordinary termination during this period is excluded.
- 8.2. After the Minimum Term, the agreement renews indefinitely. You can terminate a yearly contract one month before the end of the contract. It may then be terminated by either party with one (1) month's notice.
- 8.3. Cynteract GmbH reserves the right to adjust the rental fee upon renewal or for any subsequent renewal period. We will notify you of any price increase at least six (6) weeks in advance. If you do not agree to the new price, you may terminate the contract with effect from the date the new price applies.
9. Rental Fees and Consequences of Default.
- 9.1. All rental fees are payable in advance and are non-refundable.
- 9.2. In case of payment default, we may, at our discretion and without prior notice, suspend all digital functions of the Device. Such suspension does not relieve the Customer of their obligation to pay the full rental fee for the suspension period. We also reserve the right to terminate the agreement for good cause and claim damages.
10. Customer's Duties and Limited Warranty for Rentals.
- 10.1. The Customer must treat the Device with the utmost care. Any loss of or damage to the Device must be reported to us immediately.
- 10.2. In the event of a manufacturing defect, the Customer's sole and exclusive remedy is the repair or replacement of the Device, to be decided at Cynteract GmbH's sole discretion. Any other warranty claims, including rent reduction, are excluded to the extent permitted by law.
- 10.3. This warranty is void if the defect is caused by the Customer's misuse, accident, modification, or other causes for which we are not responsible. The Customer shall bear the costs for any service request where no defect is found or the defect was caused by the Customer.
11. Return of Rental Device.
- 11.1. Upon termination, the Customer must, at their own cost and risk, return the Device with all accessories within seven (7) calendar days.
- 11.2. The Customer must delete all personal data from the Device before its return. The Customer authorizes Cynteract GmbH to perform a full factory reset upon receipt and agrees that Cynteract GmbH has no liability for any data remaining on the Device.
- 11.3. If the Device is not returned in a condition corresponding to proper use, or if accessories are missing, the Customer will be charged for the repair costs or the replacement value of the accessories.
- 11.4. If the Device is not returned within the specified period, Cynteract GmbH is entitled to charge the Customer the full retail price of a new Device, in addition to any claims for compensation for loss of use.
PART C: SPECIAL PROVISIONS FOR SALES AGREEMENTS
12. Extended Retention of Title.
- 12.1. The purchased Device remains the property of Cynteract GmbH until full payment. If the Customer is a business, this retention of title extends to cover all outstanding claims from the entire business relationship (erweiterter Eigentumsvorbehalt).
- 12.2. The Customer may not pledge or otherwise encumber the Device until ownership has been transferred.
13. Prices, Shipping, and Transfer of Risk.
- 13.1. All prices are final. Shipping costs are additional and borne by the Customer.
- 13.2. If the Customer is a business, risk passes to the Customer upon handover of the Device to the carrier. Any damage in transit is the Customer's responsibility to claim against the carrier.
14. Limited Warranty for Sales.
- 14.1. For consumers, the statutory warranty period is two (2) years. For business customers, the warranty period is strictly limited to one (1) year from delivery.
- 14.2. For business customers, any warranty claims presuppose compliance with the statutory duty to inspect and report defects (377HGB). The burden of proof for the existence of a defect at the time of transfer of risk lies with the business customer.
- 14.3. In the event of a defect, Cynteract GmbH will, at its sole discretion, either repair the Device or deliver a replacement (subsequent performance). The Customer has no right to choose the form of subsequent performance.
- 14.4. Any warranty is void if the Customer or an unauthorized third party attempts to repair the Device.
- 14.5. The Customer's further rights (rescission or price reduction) only arise if subsequent performance fails, is refused, or is unreasonable. Claims for damages are subject to the limitations in 4 of these Terms.
PART D: FINAL PROVISIONS
15. Assignment.
- 15.1 The Customer may not assign their rights or obligations without our prior written consent. Cynteract GmbH may assign the contract to a third party at any time.
16. Governing Law and Jurisdiction.
- 16.1. These Terms shall be governed exclusively by the laws of the Federal Republic of Germany, under exclusion of the CISG.
- 16.2. The exclusive place of jurisdiction for all disputes with business customers is Aachen, Germany.
17. Right to Amend Terms and Severability.
- 17.1. Right to Amend: Cynteract GmbH reserves the right to amend these Terms at any time. For ongoing contracts (e.g., rentals), we will notify the Customer of the changes in text form. The changes will be deemed accepted if the Customer does not object in writing within four (4) weeks of notification. We will specifically inform the Customer of this consequence in the notification.
- 17.2. Severability: Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. The parties agree to replace the invalid provision with a valid provision that comes as close as legally possible to the economic purpose of the original provision.
