General Terms and Conditions of BeSync AG
As of June 2025
1. Scope / Binding period
1.1 These General Terms and Conditions (hereinafter referred to as “GTC” ) apply to business relationships between BeSync AG, Schaffhauserstrasse 11, 8006 Zurich (hereinafter referred to as “BeSync” ) and its customers.
1.2 BeSync offers customers various IT services from an IT service provider. Depending on the specific services agreed upon, special contractual terms and conditions (hereinafter "STC" ) apply in addition to these General Terms and Conditions. These General Terms and Conditions and the STC are available online at https://www.besync.ch/agb. In the event of any conflicts, the STC shall prevail over these General Terms and Conditions.
1.3 The content of the contract is always governed by the offer/order/contract documents agreed between BeSync and the customer (hereinafter collectively referred to as the "Offer" ). In the event of any discrepancies between the Offer (including any attachments) and the General Terms and Conditions, the Offer shall prevail. Any other documents referenced in the General Terms and Conditions shall apply subordinately.
1.4 The customer's general terms and conditions/purchasing conditions shall not become part of the contract in place of or in addition to these General Terms and Conditions unless BeSync expressly confirms this to the customer in writing upon conclusion of the contract; text form is excluded. The customer is aware that the commencement of service provision by BeSync shall under no circumstances be understood as acceptance of the customer's general terms and conditions/purchasing conditions.
1.5 BeSync reserves the right to amend these Terms and Conditions at any time. The customer will be notified in writing of the changes six weeks before they take effect. The new Terms and Conditions will be communicated to the customer as part of this notification. The customer has the right to object to the validity of the new Terms and Conditions within four weeks of receiving this notification. If the customer fails to object, the amended Terms and Conditions will become part of the contract after the six-week period.
1.6 If the BeSync adjustment results in a significant change in the services provided to the customer, the customer may terminate the contract within 30 days, effective at the end of the month. For continuing obligations (ongoing services), the customer will receive a pro rata refund. Price changes for existing customers will only take effect at the time of the next automatic contract renewal.
1.7 Offers from BeSync to customers are always subject to change; only the order/commission by the customer constitutes a binding offer.
1.8 To provide the services, BeSync uses carefully selected employees or third parties as subcontractors with the necessary qualifications. BeSync is entitled at any time to replace its own employees or third parties deployed to provide the services with employees with comparable qualifications and experience. If these employees have been communicated to the customer by name, BeSync will inform the customer of the replacement.
1.9 The agreed remuneration covers only the scope of services documented in the offer. Agreed additional services will be invoiced separately based on the agreed prices. If the service description in the offer contains unintentional gaps or ambiguities, BeSync is entitled to adapt the service description accordingly at its reasonable discretion.
2. General obligations of the customer
2.1 The customer acknowledges his/her duty to cooperate (as set out in these General Terms and Conditions / the applicable Special Terms and Conditions) and, if applicable, additionally in the offer) as a prerequisite for the provision of services by BeSync and thus as his/her contractual obligations.
2.2 The customer shall designate in writing at least one contact person for BeSync and an address and email address at which the contact person can be reached. This contact person must be able to make the necessary decisions for the customer or promptly initiate them. The contact person shall ensure good cooperation with the contact person at BeSync.
2.3 The customer will inform BeSync immediately of any changes to their communication data and, upon request from BeSync, will reconfirm their current accuracy within 14 days of receipt. This includes, in particular, name/company; managing director or board member, if the customer is a legal entity; address/registered office; telephone number, and email address.
2.4 If the customer fails to fulfill an obligation to cooperate, fails to do so properly, or delays fulfilling it, and BeSync is therefore unable to provide its services in accordance with the contract, BeSync shall not be liable for any resulting disadvantages to the customer. BeSync will invoice the customer for any additional costs incurred, particularly for extended provision of the deployed personnel or material resources, at the agreed prices. BeSync's other rights due to the customer's failure to cooperate or insufficient cooperation remain unaffected.
3. Prices and payment terms
3.1 All prices agreed in these Terms and Conditions, the Special Conditions of Sale, and our offers are net prices, to which the statutory value-added tax shall be added. Prices, payment methods and types, and invoicing dates are specified in the offer.
3.2 If compensation is based on "person-days" or similar, such a "day" corresponds to up to eight hours per person between 8:00 a.m. and 5:30 p.m. on working days at BeSync's headquarters (Monday-Friday). BeSync bills for work per quarter of an hour or part thereof. Additional charges apply for work outside of the above-mentioned hours.
3.3 Invoices are payable within 14 days of receipt. In case of doubt, invoices are deemed received three business days after the invoice date. Discounts are excluded. The customer is in default after the payment deadline has expired. Any bank charges incurred (particularly for international payments) are borne by the customer. Invoices are deemed approved by the customer if they have not objected to them in writing and with objective reasons within 30 days of the invoice date.
3.4 BeSync sends invoices to the customer via email. Upon customer request, invoices can 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 in continuing obligations at its reasonable discretion by up to 25% with future effect no earlier than once per year, but no earlier than four (4) months after the start of the contract term. A price increase for partial services is only possible if these have already been agreed upon for at least four (4) months. The price increase should only be made to cover increased costs. The customer is responsible for proving that the price increase implemented by BeSync was not made for this purpose.
3.6 In the event of a price increase pursuant to Section 3.5, the customer may terminate the current contract within four (4) weeks of receiving the written notification of the price increase, with three months' notice effective as of the end of the month. In this case, the previous fee will be charged until the end of the contract, meaning the increase will not take effect. However, the customer's consent is deemed to have been given if the customer does not terminate the contract within this period. This requires that we have informed the customer of the consequences with the notification of the change.
3.7 BeSync reserves the right to request advance payment. This applies in particular to orders exceeding CHF 500.00 net. BeSync also reserves the right to request advance payment or security if circumstances arise or become known that appear to jeopardise the payment of claims. If the customer does not comply with such a request within 14 days, BeSync may withdraw from the contract or
3.8 BeSync may charge interest at a rate of six (6) percentage points upon default.
3.9 The provision of services by BeSync within the framework of continuing obligations is subject to the customer meeting its payment obligations in a timely manner. If the customer
3.9.1 for two consecutive months with the payment of the agreed prices or the customer makes only a partial payment or
3.9.2 in a period extending over more than two (2) months, with the payment of the agreed prices in an amount equal to the prices for two (2) months,
is in default, BeSync is entitled
3.9.3 to suspend its services until the prices have been paid or
3.9.4 to terminate the affected services or the entire contract without notice. In addition to the prices for the services provided up to the effective date of termination, BeSync is entitled to a compensation fee in the amount of the agreed prices for the period from termination until the end of the regular contract term. The customer is entitled to prove that BeSync has incurred no damage or less than the compensation fee. If this proof is provided, only the proven damage shall be compensated. Other further rights of BeSync due to default remain unaffected. Termination of the contract does not release the customer from the obligation to pay for the services used up to the time of termination.
3.10 To secure our claims, we reserve the right, in the event of late payment, to forward 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 incidental costs, as well as expenses incurred by BeSync for the provision of the contractually agreed services, will be invoiced to the customer additionally and at the cost incurred, unless otherwise specified in the offer. Unless otherwise agreed in individual cases, BeSync will invoice travel to customer locations at the flat rate agreed in the offer.
4. Liability
4.1 BeSync shall be liable without limitation for damages caused by gross negligence or intent on the part of BeSync, its legal representatives, or vicarious agents. BeSync shall also be liable without limitation for damages resulting from culpable injury to life, body, or health.
4.2 Furthermore, liability is excluded in all cases of slight negligence.
4.3 In any event, BeSync’s liability for indirect damages (including, in particular, damages caused by business interruptions and restrictions), lost profits, lost savings and damage to its reputation is excluded.
4.4 The above limitations of liability also apply to the benefit of the legal representatives and employees of BeSync and also apply in the case of pre-contractual or tortious liability.
4.5 BeSync’s liability for damages under the Product Liability Act remains unaffected.
4.6 To the extent that BeSync is not responsible for backing up the customer's data according to the offer, in the event of data loss, BeSync's liability is limited to the recovery costs that would have been incurred if the customer had duly backed up the data.
4.7 BeSync shall not be liable if the provision of the service is temporarily interrupted, fully or partially restricted, or impossible due to force majeure. Force majeure includes, in particular, natural events of particular intensity (avalanches, floods, landslides, etc.), acts of war, riots, epidemics, pandemics, unforeseeable official restrictions, etc. If BeSync is unable to fulfill its contractual obligations, the performance of the service will be postponed accordingly. BeSync shall not be liable for any damages incurred by the customer as a result of such postponement.
5. Confidentiality and data protection
5.1 The parties will keep confidential all confidential information of the other party that comes to their knowledge within the scope of the collaboration, i.e., protect it with due care from unauthorized access. Authorized persons within the meaning of this provision are the subcontractors and employees of BeSync employed under the contract. The parties undertake to only involve employees or third parties in the collaboration who have previously been bound to confidentiality in a similar manner.
5.2 All information of a party – regardless of its form – that is marked in writing as confidential or whose confidentiality is clearly evident from its nature, in particular trade and business secrets, is subject to confidentiality. The terms and conditions of the offer are also subject to confidentiality.
5.3 Information shall not be deemed to be confidential if the receiving party can prove that it either (a) is or was generally available, (b) was already in the party’s possession without an obligation of confidentiality, (c) was developed independently by another party without the use of confidential information, or (d) was lawfully acquired from a third party who was not under an obligation of confidentiality.
5.4 BeSync will comply with the agreed customer data protection and data security requirements. Both parties will comply with the applicable data protection regulations, in particular those applicable in Switzerland, and will oblige their employees deployed in connection with the contract to maintain data confidentiality, unless they are already generally obligated to do so. To the extent that BeSync processes personal data in the context of providing its services under this agreement, BeSync will act exclusively on behalf of and at the instruction of the customer. The parties will enter into a separate written agreement for data processing.
5.5 The confidentiality obligations shall continue for three years after the end of the respective contract.
6. Term and termination
6.1 Unless otherwise agreed in the offer, BeSync shall provide the agreed services within the framework of continuing obligations from the time of provision for an indefinite period, initially for the minimum contract term stated in the offer.
6.2 Beyond the notice periods agreed in the offer, the customer has no right of revocation or ordinary termination, in particular not during the minimum contract term.
6.3 Notwithstanding any rights to ordinary termination of services, the right of both parties to terminate for good cause remains unaffected. If the reason for termination is a breach of a contractual obligation, the terminating party must grant the other party a reasonable period of time to remedy the reason for termination before terminating the contract.
6.4 Terminations must be made in writing.
7. General provisions
7.1 The parties may use each other's companies and trademarks publicly (particularly on the company website or in brochures) as references. Furthermore, the customer has the option to act as a reference customer for BeSync based on a separate agreement.
7.2 The assignment of the customer’s rights or obligations under the contract to third parties is excluded without the prior written consent of BeSync.
7.3 Settlement by the customer is only possible with the consent of BeSync.
7.4 Changes and additions to the offer or the General Terms and Conditions must be made in writing. This also applies to any cancellation or waiver of the written form requirement.
7.5 If the General Terms and Conditions / Special Conditions of Sale require written form, text form (e.g. notifications by email) shall be sufficient to comply with this requirement, unless otherwise agreed in individual cases.
7.6 The legal relationship between the parties shall be governed exclusively by Swiss law, to the greatest extent possible excluding international conventions (e.g. the UN Convention on Contracts for the International Sale of Goods).
7.7 The exclusive place of jurisdiction is the registered office of BeSync.