Terms of Service (TOS)
Version 2.0, valid as of May 14th, 2018.
These Terms of Service (TOS) cover all baseVISION Services which are distributed over the Syntaro platform and the Syntaro Marketplace. The TOS contain 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.
Customer may use the Online Services and related software as expressly permitted in the relevant 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 for whatever reason including termination and cessation.
“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.
“Licensed Device” means the single physical hardware system or virtual machine 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.
Customer can order Online Services electronically in the password protected Customer area of the Syntaro platform and/or Syntaro Marketplace. The respective contract is concluded upon Customer’s placing of an electronic order for one or more SL in the Syntaro Marketplace and thereby accepting the specific terms of such Online Service(s) as they apply in addition to these TOS. 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.
Exemptions from Warranty and Liability
baseVision undertakes great efforts to ensure continuous and uninterrupted access to the Online Services at all times. However, such continuous and uninterrupted access cannot be guaranteed. baseVision is entitled to interrupt the Online Services to allow for maintenance work. Customer accepts that the Online Services or parts of it may not be accessible during maintenance works. baseVision will give notice in advance of planned interruptions of Online Services. baseVision does not accept any liability for damages incurred by Customer resulting from interruptions or suspended access.
baseVISION AG AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE ONLINE SERVICES FOR ANY PURPOSE. THE ONLINE 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 ONLINE SERVICES 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 ONLINE SERVICES AT ANY TIME.
baseVision shall be liable only for those essential contractual obligations the fulfillment of which enables the correct performance of the Online Services under these TOS, the infringement of which endangers the achievement of the contractual purpose, and on the fulfillment of which Customer regularly relies. However, baseVISION’s liability in this respect is limited to the damage that was foreseeable to baseVISION and contractually typical at the time the agreement on the respective Online Service was concluded. baseVISION’s maximum liability – whether arising in contract, tort, negligence or otherwise – shall be limited as follows:
The aggregate liability for all claims under these TOS is limited to direct damages up to the amount paid for the respective Online Service during the 12 months before the cause of action arose; provided, that in no event will baseVISION’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the subscription. For Online Services provided free of charge, baseVISION’s liability is excluded.
baseVISION shall not be liable for any:
– loss of profit, loss of goodwill, loss of revenue, loss of contract, or unrealized savings;
– indirect, special, incidental, consequential, punitive, or exemplary loss or damages; or
– damages for business interruption, or loss of business information or data, whether direct or indirect.
Insofar as liability is effectively excluded or limited according to the preceding clauses, this applies also to the personal liability of the employer, other employees, bodies, representatives, and vicarious agents of baseVISION:
The limits of liability in this Section apply to the fullest extent permitted by applicable law.
Links to third party sites
The Online Services may contain links to third party websites that are external to the Syntaro platform and/or the Syntaro Marketplace. 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 Syntaro platform and/or the Syntaro Marketplace 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 Syntaro platform and/or the Syntaro Marketplace.
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 Online Services provided under these TOS 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.
Taxes and Payment
All fees are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. Customer must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under these TOS and which baseVISION is permitted to collect or must collect from Customer under any currently or in the future applicable law in any jurisdiction worldwide. Customer will be responsible for any applicable stamp taxes and for all other taxes that Customer is legally obligated to pay including any taxes that arise on the distribution or provision of services to Customer’s affiliates and cannot recharge such taxes to baseVISION under any title. baseVISION will be responsible for all taxes based on baseVISION’s net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on baseVISION’s property ownership.
If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
Customer and baseVISION declare and agree that they cannot claim back from the respective other party by any means of civil litigation any taxes which they legally owe and which they cannot pass on to the other party by means of the agreements as provided herein.
Monthly and Annual Plan: Payment in advance is required to continue using the Online Services on an annual or monthly basis. Online Services are billed in advance on a yearly or monthly basis. If the payment was not transmitted before the respective renewal date, the LS will not be renewed and therefore the access to the Online Services are denied. baseVISION is not liable for the impact of the service expiration and the resulted issues. Refunds for unused SL’s are not permitted.
baseVISION reserves 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
Customer is solely responsible for the proper cancellation of Customer’s SL’s. Customer may cancel its 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 Syntaro Marketplace. An email or phone request to cancel Customer’s account is not considered cancellation. Customer will not get a refund of already purchased Online Services. There is no cancellation fee.
In the event of cancellation or termination Customer’s account will be immediately disabled. Customer Data will be retained as explained in the Data Retention Section.
baseVISION also reserves the right, but does not have any obligation, to refuse service to anyone and close tenants without notice for any or no reason at all.
baseVISION warrants that it is the legal owner of, or holder of a license to, the Online Services, and that it has, at the execution date of these TOS, no knowledge of any third parties’ claims that the use permitted in these TOS by Customer would infringe on any third party intellectual property rights in Switzerland.
baseVISION shall indemnify, defend, and hold harmless Customer from and against any and all claims, losses, damages (other than indirect, consequential, punitive or similar damages, or for loss of profit or revenue), liabilities, costs and expenses, including without limitation, reasonable attorney and expert fees and costs to the extent based upon any breach of baseVISION’s warranty under the preceding paragraph, provided however that the Online Services are being used in full compliance with these TOS and all other relevant terms. If any Online Service becomes, or in baseVISION’s reasonable opinion is likely to become, the subject of a claim or action of infringement of any third party intellectual property rights, baseVISION shall have the right, in its sole discretion, to either:
(a) procure for Customer the right to continue using such Online Service as contemplated hereunder;
(b) modify such Online Service so that it becomes non-infringing;
(c) replace such Online Service with equally suitable, functionally equivalent non-infringing service; or
if baseVISION is unable to accomplish any of the foregoing exercising commercially reasonable efforts, immediately extraordinarily terminate the respective Online Service.
Intellectual property rights
baseVISION or its suppliers retain all right, title, and interest in and to the Online Services, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. baseVISION reserves all rights not expressly granted. These TOS do not grant or imply any rights to any baseVISION or supplier trademarks, trade names, or logos. Any rights not expressly granted herein are reserved.
Online Services Changes and Availability
baseVISION 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
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 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 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 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 software in order to use the Online Service. Certain software is provided under specific end user license agreements (EULA). If so, such EULA apply to the exclusion of the following terms. If no such EULA applies to certain software, 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 Licensed 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 may disable it at that time.
Validation, Automatic Updates, and Collection for Software
baseVISION may automatically check the version of any of its software. Licensed Devices on which the software is installed may periodically provide information to enable baseVISION 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 Licensed 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 or authorized sources. By using the software, Customer consents to the transmission of the information described in this section. baseVISION 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 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, not the third party, licenses these components to Customer under baseVISION’s license terms and notices.
Non-baseVISION AG Products
baseVISION may make Non-baseVISION Products available to Customer through the Syntaro plaform or 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’s intellectual property or technology to obligations beyond those expressly included in Customer’s licensing agreement. For Customer’s convenience, baseVISION may include charges for certain Non-baseVISION AG Product as part of Customer’s bill for Online Services. baseVISION, 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 the Syntaro platform or the Syntaro Marketplace. 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).
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 provides its Online Services in compliance with applicable Swiss law. It is the sole responsibility of Customer to verify compliance of baseVISION’s Online Services with any laws or regulations applicable to Customer. baseVISION is not responsible for compliance with any laws or regulations applicable to Customer or Customer’s industry. Irrespective of the foregoing, baseVISION reserves the right to reject providing Online Services to Customer at its sole discretion, in particular based on Customer’s location and country of incorporation. 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.
Customer’s use of any Import/Export Service is conditioned upon its compliance with all instructions provided by baseVISION 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 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 must be shipped DAP baseVISION AG DCS Data Center (INCOTERMS 2010). Storage media shipped to Customer will be shipped CPT (INCOTERMS 2010).
baseVISION 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 identifies. Notice is given as of the date it is made available by baseVISION.
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.
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.
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.
Online Services do not include support. Support hours can be bought by contacting baseVISION AG https://www.basevision.ch/en/#contact.
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 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 acquires no rights in Customer Data, other than the rights Customer grants to baseVISION to provide the Online Services to Customer. This paragraph does not affect baseVISION’s rights in software or services baseVISION 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 will not disclose Customer Data outside of baseVISION or its controlled subsidiaries and affiliates except (1) as Customer directs, (2) as described in the TOS, or (3) as required by law.
baseVISION will not disclose Customer Data to law enforcement unless required by law. If law enforcement contacts baseVISION with a demand for Customer Data, baseVISION 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 will promptly notify Customer and provide a copy of the demand unless legally prohibited from doing so.
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 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 does not control or limit the regions from which Customer or Customer’s end users may access or move Customer Data.
Usage Data – Microsoft Application Insights
On the Syntaro platfrom and the Syntaro Marketplace, baseVISION uses Application Insights, a web and software analytics service provided by Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, USA (“Microsoft”).
baseVISION uses Application Insight to improve its 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 Customer’s use of the site. The information generated by the cookie about Customer’s use of the website are usually transferred to a server of Microsoft in the US or Europe and stored there. On baseVISION’s behalf, Microsoft will use this information to evaluate Customer’s use of the website, compiling reports on website activity and providing other information on website usage and internet related services to baseVISION as a website operator. Users can reject the required placing of the cookie – for example by settings in their browser which generally disable the automatic placing of cookies or adjust browser so that cookies are blocked by Microsoft. However, baseVISION would like to point out that in this case such user 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
baseVISION 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/
baseVISION is committed to helping protect the security of Customer’s information. baseVISION 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 Online Services require Customer to open an account, Customer must complete the registration process by providing baseVISION with current, complete, and accurate information as prompted by the applicable registration form. Customer also will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and any other non-public account information. Furthermore, Customer is entirely responsible for any and all activities that occur under its account. Customer agrees to notify baseVISION immediately of any unauthorized use of its account or any other breach of security. baseVISION will not be liable for any loss that may incur as a result of someone else using Customer’s user name, password, or account, either with or without Customer’s knowledge. However, Customer could be held liable for losses incurred by baseVISION or another party due to someone else using Customer’s user name, password, or account. Customer 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 will suspend the Online Service only to the extent reasonably necessary. Unless baseVISION believes an immediate suspension is required, baseVISION will provide reasonable notice before suspending an Online Service.
Security Incident Notification
If baseVISION becomes aware of any unlawful access to any Customer Data stored on baseVISION’s equipment or in baseVISION’s facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Customer Data (each a “Security Incident”), baseVISION 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 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’s obligation to report or respond to a Security Incident under this section is not an acknowledgement by baseVISION of any fault or liability with respect to the Security Incident.
Customer must notify baseVISION 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 processes on Customer’s behalf may be transferred to, and stored and processed in Switzerland or any other country in which baseVISION or its affiliates or subcontractors (Microsoft Azure) maintain facilities. Customer appoints baseVISION 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 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 has retained them to provide and will be prohibited from using Customer Data for any other purpose. baseVISION remains responsible for its subcontractors’ compliance with baseVISION’s obligations in the TOS. Customer herewith consents to baseVISION’s transfer of Customer Data to subcontractors as described in the TOS.
How to Contact baseVISION AG
Customer may contact customer support or use baseVISION’s contact web form, located at http://www.syntaro.com/contact/. baseVISION AG’s mailing address is:
Terms of Service Updates
baseVISION reserves the right to change these TOS at any time. When a subscription of an Online Service is renewed, or Customer 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.
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.
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 and all Online Services provided hereunder, as well as their respective interpretation and enforceability are subject to substantive Swiss law, to the exclusion of (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG), and to the exclusion of (ii) conflict of laws principles.
In the event of dispute, the ordinary courts at the domicile of baseVISION will have sole and exclusive jurisdiction. However, baseVISION will be entitled to assert claims against Customer before any other competent court.