Terms of Service (TOS)

Introduction

Beginning July 1, 2017 these Terms of Service (TOS) cover all baseVISION Services which are distributed over the Syntaro platform and the Syntaro Marketplace. The TOS contains terms that apply to Customer’s use of Online Services. Separate terms, including different privacy and security terms, govern Customer’s use of Non-baseVISION Products (as defined below), as well as other products and services from baseVISION.

Most Online Services are covered by a Service Level Agreement (SLA). For more information regarding the Online Services SLAs, please refer to https://www.syntaro.com/legal.

General Terms

Customer may use the Online Services and related software as expressly permitted in product description. baseVISION AG reserves all other rights. Customer must acquire and assign the appropriate subscription licenses required for its use of each Online Service. Each user/device that accesses the Online Service must be assigned a User SL or access the Online Service only through a device that has been assigned a Device SL. Customer has no right to use an Online Service after the SL for that Online Service ends.

Definitions

“Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided to baseVISION AG by, or on behalf of, Customer through use of the Online Service.

“External User” means a user of an Online Service that is not an employee, onsite contractor, or onsite agent of Customer or its Affiliates.

“Instance” means an image of software that is created by executing the software’s setup or install procedure or by duplicating such an image.

“Licensed Device” means the single physical hardware system to which a license is assigned. For purposes of this definition, a hardware partition or blade is considered to be a separate device.

“Non-baseVISION AG Product” means any third-party-branded software, data, service, website or product, unless incorporated by baseVISION in an Online Service.

“Online Service” means a baseVISION-hosted service to which Customer subscribes under a baseVISION licensing agreement. It does not include software and services provided under separate license terms (such as purchased from Syntaro Marketplace).

“SL” means subscription license.

Contract Conclusion

The contract is concluded when the customer orders the subscriptions in the marketplace and accepts the service relevant legal documents. If baseVISION agrees to a cancellation or a reduction, the Customer is responsible for any costs already incurred by baseVISION or any price increases that are the result of a reduction.

Liability Disclaimer

baseVISION AG AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE MATERIALS AND RELATED GRAPHICS PUBLISHED AS PART OF THE WEBSITE SERVICES FOR ANY PURPOSE. ALL SUCH MATERIALS AND RELATED GRAPHICS, AND THE WEBSITE SERVICES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. baseVISION AG AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE FOREGOING, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE MATERIALS AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. baseVISION AG AND ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE WEBSITE SERVICES AND/OR THE MATERIALS DESCRIBED HEREIN AT ANY TIME.

baseVISION Online Services
baseVISION is liable for negligence by persons and property damage up to the price of the defective commercial goods or the deficient baseVISION Services. In the case of recurring Services (maintenance, etc.) the annual fee constitutes the price of the Services. baseVISION assumes no liability for financial losses such as lost revenues, unrealized savings, costs incurred by the Customer, compensation claims by third parties, damages caused by delays, damages caused by commercial application of the commercial goods, and costs associated with the inclusion of third parties, insofar this is allowed by law. baseVISION is not liable for the recovery of data unless the data was destroyed intentionally or through gross negligence, and the Customer has affirmed that this data, maintained in machine-readable format, can be reconstructed in a reasonable manner.

Links to third party sites

The Website Services may contain links to third party websites that are external to the Website. These websites are not under baseVISION AG’s control. baseVISION AG makes no effort to review the content of these websites, including the validity, legality, copyright compliance, or decency of such content, and is not responsible for the content of these websites. If baseVISION AG has included these links in the Website to third-party websites, such links are provided for convenience only. baseVISION AG does not endorse or make any representation, guarantee, or assurance regarding any third-party website, service, or product. Any third-party product or service that you acquire, and any exchange of data between you and such third-party provider, is solely between you and the third party. Third party websites may be subject to the third-party’s terms, conditions, and privacy statements. baseVISION AG may disable links to any third-party website that you or others post on the Website.

Protective Rights

The Customer accepts the protective rights of manufacturers regarding their programs and documentation, and will leave the respective proprietary notices unchanged. Ideas, concepts, and methods regarding information processing developed as part of the Services provided under this contract by baseVISION personnel alone or in collaboration with Customer employees are the property of both parties and can be used at each party’s discretion. However, the Customer shall not provide access to this information either in part or in whole to third parties or publish it without the express written consent of baseVISION.

Payment

All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties. An exception to this is Switzerland. If the Customer is located in Switzerland the Swiss tax is applied on the invoice.

Monthly and Annual Plan: Payment in advance is required to continue using the Services on an annual or monthly basis. The Services are billed in advance on a yearly or monthly basis. If the payment was not transmitted before the renewal date, the subscriptions will not be renewed and therefore the access to the services are denied. baseVISION AG is not liable for the impact of the service expiration and the resulted issues. Refunds for unused SL’s are not permitted.

We reserve the right to change service fees upon thirty (30) days’ notice. Such notice may be provided at any time by posting the changes to Syntaro Marketplace or by email.

Cancellation and Termination

You are solely responsible for the proper cancellation of your SL’s. You may cancel your account or a subscription prior than 90 days before renewal by going to Edit Tenant Settings and Deleting the Account or cancel the subscription in the marketplace. An email or phone request to cancel your account is not considered cancellation. You will not get a refund of your already purchased products. There is no cancellation fee.

In the event of cancellation or termination your account will be immediately disabled. The Data will be retained as explained in the Data Retention Section.

We also reserve the right, but do not have any obligation, to refuse service to anyone and close your tenant without notice for any or no reason at all.

Guarantee and Warranty

The manufacturers of the commercial goods affirm that baseVISION is authorized to sell solutions from third parties in the Syntaro Marketplace to third parties and that no existing protective rights of third parties are violated through such sales. baseVISION makes no warranties with respect to the Customer regarding the flawlessness or lack of defects of the delivered Non-baseVISION AG Products in the Marketplace. This is the responsibility of the manufacturer. If a warranty claim is initiated by the Customer, baseVISION will negotiate with the manufacturer upon request and in exchange for a fee. The warranty claim is voided in whole if the defect was a result of poor maintenance or incorrect use on the part of the Customer. The warranty does not include the correction of flaws that resulted from normal wear, outside influences, incorrect use, or other inappropriate handling. The warranty is immediately voided as soon as the Customer or a third party makes unauthorized changes to the services on his/her own or has a third party make said changes. In the event of obvious defects or system-dependent defects, a written list of such defects must be submitted to baseVISION within seven (7) days. Once this period has passed, the services are considered approved.

Intellectual property rights

baseVISION AG or its suppliers retain all right, title, and interest in and to the Website and the Website Services, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. baseVISION AG reserves all rights not expressly granted. These TOS do not grant or imply any rights to any baseVISION AG or supplier trademarks, trade names, or logos. Any rights not expressly granted herein are reserved.

Online Services Changes and Availability

baseVISION AG may make commercially reasonable changes to each Online Service from time to time. baseVISION AG may terminate an Online Service in any country where baseVISION AG is subject to a government regulation, obligation or other requirement that is not generally applicable to businesses operating there. Availability, functionality, and language versions for each Online Service may vary by country. For information on availability, Customer may refer to https://www.syntaro.com/legal.

Data Retention

At all times during the term of Customer’s subscription, Customer will have the ability to access and extract Customer Data stored in each Online Service. Except for free trials, baseVISION AG will retain Customer Data stored in the Online Service in a limited function account for 30 days after expiration or termination of Customer’s subscription so that Customer may extract the data. After the 30-day retention period ends, baseVISION AG will disable Customer’s account and delete the Customer Data.

The Online Service may not support retention or extraction of software provided by Customer. baseVISION AG has no liability for the deletion of Customer Data as described in this section.

Use of Software with the Online Service

Customer may need to install certain baseVISION AG software in order to use the Online Service. If so, the following terms apply:

baseVISION AG Software License Terms

Customer may install and use the software only for use with the Online Service. The Service-specific Terms may limit the number of copies of the software Customer may use or the number of devices on which Customer may use it. Customer’s right to use the software begins when the Online Service is activated and ends when Customer’s right to use the Online Service ends. Customer must uninstall the software when Customer’s right to use it ends. baseVISION AG may disable it at that time.

Validation, Automatic Updates, and Collection for Software

baseVISION AG may automatically check the version of any of its software. Devices on which the software is installed may periodically provide information to enable baseVISION AG to verify that the software is properly licensed. This information includes the software version, the end user’s user account, product ID information, a machine ID, and the internet protocol address of the device. If the software is not properly licensed, its functionality will be affected. Customer may only obtain updates or upgrades for the software from baseVISION AG or authorized sources. By using the software, Customer consents to the transmission of the information described in this section. baseVISION AG may recommend or download to Customer’s devices updates or supplements to this software, with or without notice. Some Online Services may require, or may be enhanced by, the installation of local software (e.g., agents, device management applications) (“Apps”). The Apps may collect data about the use and performance of the Apps, which may be transmitted to baseVISION AG and used for the purposes described in this TOS for Customer Data.

Third-party Software Components

The software may contain third party software components. Unless otherwise disclosed in that software, baseVISION AG, not the third party, licenses these components to Customer under baseVISION AG’s license terms and notices.

Non-baseVISION AG Products

baseVISION AG may make Non-baseVISION AG Products available to Customer baseVISION AG online store (such as the Syntaro Marketplace). If Customer installs or uses any Non-baseVISION AG Product with an Online Service, Customer may not do so in any way that would subject baseVISION AG’s intellectual property or technology to obligations beyond those expressly included in Customer’s licensing agreement. For Customer’s convenience, baseVISION AG may include charges for certain Non-baseVISION AG Product as part of Customer’s bill for Online Services. baseVISION AG, however, assumes no responsibility or liability whatsoever for any Non-baseVISION AG Product. Customer is solely responsible for any Non-baseVISION AG Product that it installs or uses with an Online Service or acquires or manages through a baseVISION AG online store. Customer’s use of any Non-baseVISION AG Product shall be governed by the license, service, and/or privacy terms between Customer and the publisher of the Non-baseVISION AG Product (if any).

Technical Limitations

Customer must comply with, and may not work around, any technical limitations in an Online Service that only allow Customer to use it in certain ways. Customer may not download or otherwise remove copies of software or source code from an Online Service except as explicitly authorized.

Compliance with Laws

baseVISION AG will comply with all laws and regulations applicable to its provision of the Online Services, including security breach notification law. However, baseVISION AG is not responsible for compliance with any laws or regulations applicable to Customer or Customer’s industry that are not generally applicable to information technology service providers. baseVISION AG does not determine whether Customer Data includes information subject to any specific law or regulation. All Security Incidents are subject to the Security Incident Notification terms below.

Customer must comply with all laws and regulations applicable to its use of Online Services, including laws related to privacy, biometric data, data protection and confidentiality of communications. Customer is responsible for implementing and maintaining privacy protections and security measures for components that Customer provides or controls (such as Syntaro Application Management), and for determining whether the Online Services are appropriate for storage and processing of information subject to any specific law or regulation. Customer is responsible for responding to any request from a third party regarding Customer’s use of an Online Service, such as a request to take down content under the U.S. Digital Millennium Copyright Act or other applicable laws.

Import/Export Services

Customer’s use of any Import/Export Service is conditioned upon its compliance with all instructions provided by baseVISION AG regarding the preparation, treatment and shipment of physical media containing its data (“storage media”). Customer is solely responsible for ensuring the storage media and data are provided in compliance with all laws and regulations. baseVISION AG has no duty with respect to the storage media and no liability for lost, damaged or destroyed storage media. All storage media shipped to baseVISION AG must be shipped DAP baseVISION AG DCS Data Center (INCOTERMS 2010). Storage media shipped to Customer will be shipped DAP Customer Dock (INCOTERMS 2010).

Electronic Notices

baseVISION AG may provide Customer with information and notices about Online Services electronically, including via email, through the portal for the Online Service, or through a web site that baseVISION AG identifies. Notice is given as of the date it is made available by baseVISION AG.

License Reassignment

Most, but not all, SLs may be reassigned. Except as permitted in this paragraph or in the Service-specific Terms, Customer may not reassign an SL on a short-term basis (i.e., within 90 days of the last assignment). Customer may reassign an SL on a short-term basis to cover a user’s absence or the unavailability of a device that is out of service. Reassignment of an SL for any other purpose must be permanent. When Customer reassigns an SL from one device or user to another, Customer must block access and remove any related software from the former device or from the former user’s device.

Font Components

While Customer uses an Online Service, Customer may use the fonts installed by that Online Service to display and print content. Customer may only embed fonts in content as permitted by the embedding restrictions in the fonts and temporarily download them to a printer or other output device to print content.

Competitive Benchmarking

If Customer offers a service competitive to an Online Service, by using the Online Service, Customer agrees to waive any restrictions on competitive use and benchmark testing in the terms governing its competitive service. If Customer does not intend to waive such restrictions in its terms of use, Customer is not allowed to use the Online Service.

Multiplexing

Hardware or software that Customer uses to pool connections; reroute information; reduce the number of devices or users that directly access or use the Online Service (or related software); or reduce the number of OSEs, devices or users the Online Service directly manages (sometimes referred to as “multiplexing” or “pooling”) does not reduce the number of licenses of any type (including SLs) that Customer needs.

Support

Online Services do not include support. Support hours can be bought by contacting baseVISION AG https://www.basevision.ch/en/#contact.

Customer Data

Scope

The terms in this section apply to all baseVISION Online Services.

Use of Customer Data

Customer Data will be used only to provide Customer the Online Services including purposes compatible with providing those services. baseVISION AG will not use Customer Data or derive information from it for any advertising or similar commercial purposes, but baseVISION will use Usage Data to improve their products. For detailed information, see section “Usage Data”. As between the parties, Customer retains all right, title and interest in and to Customer Data. baseVISION AG acquires no rights in Customer Data, other than the rights Customer grants to baseVISION AG to provide the Online Services to Customer. This paragraph does not affect baseVISION AG’s rights in software or services baseVISION AG licenses to Customer.

baseVISION and the Customer shall treat all confidential information as such and prevent access to that information by third parties. Both parties also agree to establish various measures to protect data from the unauthorized access of third parties while computers are directly connected or during work performed on site.

Disclosure of Customer Data

baseVISION AG will not disclose Customer Data outside of baseVISION AG or its controlled subsidiaries and affiliates except (1) as Customer directs, (2) as described in the TOS, or (3) as required by law.

baseVISION AG will not disclose Customer Data to law enforcement unless required by law. If law enforcement contacts baseVISION AG with a demand for Customer Data, baseVISION AG will attempt to redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose Customer Data to law enforcement, baseVISION AG will promptly notify Customer and provide a copy of the demand unless legally prohibited from doing so.

Upon receipt of any other third-party request for Customer Data, baseVISION AG will promptly notify Customer unless prohibited by law. baseVISION AG will reject the request unless required by law to comply. If the request is valid, baseVISION AG will attempt to redirect the third party to request the data directly from Customer.

baseVISION AG will not provide any third party: (a) direct, indirect, blanket or unfettered access to Customer Data; (b) platform encryption keys used to secure Customer Data or the ability to break such encryption; or (c) access to Customer Data if baseVISION AG is aware that the data is to be used for purposes other than those stated in the third party’s request.

In support of the above, baseVISION AG may provide Customer’s basic contact information to the third party. All baseVISION Online Services are hosted on the Microsoft Azure Platform, so their TOS will be in place for the backend Services.

Location of Customer Data at Rest

baseVISION AG will store Customer Data at rest within certain major geographic areas (each, a Geo) as follows:

  • Syntaro Marketplace and Portal: Microsoft Azure Datacenter Europe
  • Syntaro Application Management: Microsoft Azure Datacenter Europe

baseVISION AG does not control or limit the regions from which Customer or Customer’s end users may access or move Customer Data.

Data Access

baseVISION AG Personnel. baseVISION AG personnel will not process Customer Data without authorization from Customer. baseVISION AG personnel are obligated to maintain the security and secrecy of any Customer Data as provided in this agreement and this obligation continues even after their engagements end.

Subcontractor Transfer. baseVISION AG may hire subcontractors to provide certain limited or ancillary services on its behalf. Any subcontractors to whom baseVISION AG transfers Customer Data, even those used for storage purposes, will have entered into written agreements with baseVISION AG that are no less protective than this agreement. Customer has previously consented to baseVISION AG’s transfer of Customer Data to subcontractors as described in this agreement. If Customer does not approve a new subcontractor, then Customer may terminate the affected Online Service without penalty by providing, before the end of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. If the affected Online Service is part of a suite (or similar single purchase of services), then any termination will apply to the entire suite. After termination, baseVISION AG will remove payment obligations for the terminated Online Services from subsequent Customer invoices.

Usage Data – Microsoft Application Insights

On our Syntaro Portal, we use Application Insights, a web and software analytics service provided by Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, USA (“Microsoft”).

We use Application Insight to improve our service and to detect issues earlier. Application Insights places a cookie in the browser of the visitor of the web pages which allows for an analysis of your use of the site. The information generated by the cookie about your use of our website are usually transferred to a server of Microsoft in the US or Europe and stored there. On our behalf as a website operator, Microsoft will use this information to evaluate your use of the website, compiling reports on website activity and providing other information on website usage and internet related services to us as a website operator. You can reject the required placing of the cookie – for example by settings in your browser which generally disable the automatic placing of cookies or adjust your browser so that cookies are blocked by Microsoft. However, we would like to point out that in this case you might not be able to use all features of our website to their full extent.

The following additional information is collected:

  • Operating System
  • Browser + Version
  • Screen Resolution
  • Approximate location of the user
  • IP address

We can analyze these data using various reports. All this information is anonymous statistical data and referencing these to a person is not possible. The evaluations serve only for troubleshooting and optimization of the website and the application.

Further information from Microsoft about privacy and Azure can be found at: http://azure.microsoft.com/en-us/support/trust-center/privacy/

Security

baseVISION AG is committed to helping protect the security of Customer’s information. baseVISION AG has implemented and will maintain and follow appropriate technical and organizational measures intended to protect Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

Member account and Passwords

If any of the Website Services require you to open an account, you must complete the registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and any other non-public account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify baseVISION AG immediately of any unauthorized use of your account or any other breach of security. baseVISION AG will not be liable for any loss that you may incur as a result of someone else using your user name, password, or account, either with or without your knowledge. However, you could be held liable for losses incurred by baseVISION AG or another party due to someone else using your user name, password, or account. You may not use anyone else’s account at any time without the permission of the account holder.

No unlawful or prohibited use

Neither Customer, nor those that access an Online Service through Customer, may use an Online Service:

  • in a way prohibited by law, regulation, governmental order or decree;
  • to violate the rights of others;
  • to try to gain unauthorized access to or disrupt any service, device, data, account or network;
  • to spam or distribute malware;
  • in a way that could harm the Online Service or impair anyone else’s use of it; or
  • in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Violation of the terms in this section may result in suspension of the Online Service. baseVISION AG will suspend the Online Service only to the extent reasonably necessary. Unless baseVISION AG believes an immediate suspension is required, baseVISION AG will provide reasonable notice before suspending an Online Service.

Security Incident Notification

If baseVISION AG becomes aware of any unlawful access to any Customer Data stored on baseVISION AG’s equipment or in baseVISION AG’s facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Customer Data (each a “Security Incident”), baseVISION AG will promptly (1) notify Customer of the Security Incident; (2) investigate the Security Incident and provide Customer with detailed information about the Security Incident; and (3) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

Notification(s) of Security Incidents will be delivered to one or more of Customer’s administrators by any means baseVISION AG selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on each applicable Online Services portal. baseVISION AG’s obligation to report or respond to a Security Incident under this section is not an acknowledgement by baseVISION AG of any fault or liability with respect to the Security Incident.

Customer must notify baseVISION AG promptly about any possible misuse of its accounts or authentication credentials or any security incident related to an Online Service.

Location of Data Processing

Except as described elsewhere in the TOS, Customer Data that baseVISION AG processes on Customer’s behalf may be transferred to, and stored and processed in Switzerland or any other country in which baseVISION AG or its affiliates or subcontractors (Microsoft Azure) maintain facilities. Customer appoints baseVISION AG to perform any such transfer of Customer Data to any such country and to store and process Customer Data in order to provide the Online Services. baseVISION AG will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland.

Use of Subcontractors

baseVISION AG may hire subcontractors to provide services on its behalf. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services baseVISION AG has retained them to provide and will be prohibited from using Customer Data for any other purpose. baseVISION AG remains responsible for its subcontractors’ compliance with baseVISION AG’s obligations in the TOS. Customer has previously consented to baseVISION AG’s transfer of Customer Data to subcontractors as described in the TOS.

How to Contact baseVISION AG

If Customer believes that baseVISION AG is not adhering to its privacy or security commitments, Customer may contact customer support or use baseVISION AG’s contact web form, located at http://www.syntaro.com/contact/. baseVISION AG’s mailing address is:

baseVISION AG
Industriestrasse 14
Postfach
4658 Däniken
Switzerland

Terms of Service Updates

baseVISION reserves the right to change these TOS at any time. When Customer renews or purchases a new subscription to an Online Service, the then-current TOS will apply and will not change during Customer’s subscription for that Online Service. When baseVISION introduces features, supplements or related software that are new (i.e., that were not previously included with the subscription), baseVISION may provide terms or make updates to the TOS that apply to Customer’s use of those new features, supplements or related software.

 

Final Provisions

Contractual rights and responsibilities are not transferable either in part or in whole without the prior written consent of baseVISION. These TOS are binding in all cases. They also apply in particular if they differ from those of the business partner.
Should a provision be or become ineffective in part or in whole, the remaining provisions of the contract shall remain in effect. The ineffective part is to be interpreted so that the commercial purpose intended by it is largely achieved. The same applies for interpretations or additions that become necessary.
These TOS are subject to Swiss law. For cases not governed by these TOS, the Swiss Code of Obligations as well as the Federal Law on Data Protection shall apply. The court of jurisdiction for any legal disputes is Däniken, Solothurn. baseVISION also shall have the right to prosecute the Customer in the court of jurisdiction for his/her residence or registered commercial address.