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marketplace-b2b-terms-v1-2026-08-14
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Marketplace Terms and Conditions

Version: marketplace-b2b-terms-v1-2026-08-14
Effective date: 14 August 2026

1. Supplier and scope

  1. The Synclaro Marketplace is supplied by Synclaro IT Dienstleistungen, proprietor Marco Heer, Bahnhofstraße 15, 92318 Neumarkt i.d.OPf., Germany, email: marcoheer@synclaro.de, telephone: +49 160 99471052 (“Synclaro”).
  2. These Terms govern purchases of digital products through the Synclaro Marketplace, including AI skills, software, templates, build kits, documentation, and digital courses.
  3. The Marketplace is available only to businesses acting in the course of their trade, profession, or commercial activity, public-law entities, and public-law special funds. Consumers may not place orders.
  4. A customer’s procurement terms apply only if Synclaro expressly accepts them in text form.

2. Product information and contract formation

  1. Each product page describes the scope, system requirements, licence tier, price, and included support and update period. This information is an invitation to submit an offer, not a binding offer by Synclaro.
  2. The customer reviews the cart, business email address, licence tier, and legal documents. By giving the final payment confirmation on Stripe’s page, the customer submits a binding purchase offer.
  3. The contract is formed when Synclaro sends an electronic order confirmation. A payment authorisation or technical receipt notice alone is not acceptance unless it is expressly identified as an order confirmation.
  4. If Synclaro cannot accept an offer, any amount already collected will be refunded promptly through the original payment method.
  5. Synclaro stores the contract record, the accepted versions of these Terms and the Licence Terms, and the relevant order number. The customer receives essential order information by email and can access it in the customer account.
  6. Contract languages are German and English. If the two versions differ in interpretation, the German version prevails.

3. Prices, taxes, and invoices

  1. Marketplace prices are net prices in euros. Statutory value-added tax or other applicable indirect taxes are calculated from the billing information during checkout and added where required.
  2. The customer must provide complete and accurate company, billing, country, and tax information. The customer is responsible for being entitled to use any VAT identification number submitted.
  3. A displayed tax calculation may change until payment is complete. The order confirmation and invoice are authoritative.
  4. Invoices are provided electronically to the business email address or through the customer account.

4. Payment

  1. Available payment methods are shown in Stripe Checkout. They are intended to include credit and debit cards, PayPal, and SEPA Direct Debit. Synclaro does not guarantee that any particular method will be available.
  2. Stripe provides the payment infrastructure. Additional terms of the selected payment service may apply.
  3. Card and PayPal payments are generally confirmed immediately. SEPA Direct Debit and other delayed-notification methods may take several banking days.
  4. Digital content is released only after Synclaro receives a definitive successful-payment confirmation. A checkout success page alone is not sufficient for a delayed payment method.
  5. If a payment fails or is returned, Synclaro may cancel the order and suspend any access already provided until payment is complete.
  6. Set-off and retention are permitted only for claims that are undisputed, finally adjudicated, or arise from the same contractual relationship.

5. Digital delivery

  1. Following confirmed payment, Synclaro makes the product available in the private customer account and notifies the business email address.
  2. Delivery may include a buyer-marked archive, checksum, licence record, and product documentation.
  3. The customer is responsible for compatible hardware and software, its own accounts with named third-party providers, third-party usage fees, and secure local storage.
  4. External services, model providers, and application programming interfaces are not part of the purchased product unless the product page expressly states otherwise. Changes or outages at those providers are outside Synclaro’s control.
  5. The customer must create a backup after the first download. Synclaro need not keep a specific historic version online indefinitely.

6. Usage rights

  1. The usage rights and restrictions are defined by the Marketplace Licence Terms incorporated into the purchase and the selected licence tier.
  2. Rights arise only after full payment. They are non-exclusive and generally non-transferable.
  3. Product files, source code, prompts, templates, documentation, and substantial parts of them may not be resold, made publicly accessible, rented, sublicensed, or published in public source-code repositories.
  4. Mandatory statutory rights and separately identified open-source licences remain unaffected.

7. Updates and support

  1. The product page states the included security and compatibility update period. The delivered version remains usable within the purchased licence scope after that period.
  2. Synclaro may provide updates for security, compatibility, or defect correction, provided they do not unreasonably reduce the agreed core benefit.
  3. Included support covers installation and reproducible product defects within the documented use case. Customisation, training, data migration, third-party support, and consulting are included only where the product page expressly says so.
  4. Security concerns may be reported to marcoheer@synclaro.de. The customer must not bypass safeguards or exploit vulnerabilities.

8. Customer responsibilities

  1. The customer must protect licence records, credentials, and product archives from unauthorised access and limit access to the permitted number of internal users.
  2. The customer must subject outputs to appropriate professional and legal review before production use. AI-enabled products may produce incomplete, inaccurate, or unsuitable results.
  3. The customer must not process unlawful content, infringe third-party rights, or bypass security controls with the product.
  4. The customer must promptly notify Synclaro of suspected loss of a key, archive, or account access.

9. Defects

  1. Statutory defect remedies apply subject to these business-to-business provisions.
  2. The customer must inspect the product after delivery as far as reasonably practicable in the ordinary course of business and promptly report apparent defects with a reproducible description.
  3. Synclaro may choose to correct the defect or supply a conforming replacement version. If cure fails or is unreasonable, statutory remedies apply.
  4. There is no defect where the impairment results from an undocumented environment, a customer modification, failure to meet system requirements, or a post-contract change by a third-party provider for which Synclaro is not responsible.
  5. A guarantee exists only where Synclaro expressly calls it a guarantee.

10. Liability

  1. Synclaro has unlimited liability for intent, gross negligence, death or personal injury, claims under mandatory product-liability law, and the scope of an expressly given guarantee.
  2. For a slightly negligent breach of a material contractual duty, liability is limited to damage that was foreseeable and typical when the contract was formed. A material duty is one whose performance is necessary for the proper execution of the contract and on which the customer may normally rely.
  3. Liability for other slightly negligent conduct is excluded.
  4. For loss of data, Synclaro is liable only for the restoration effort that would have been required had the customer maintained proper, regular backups.
  5. These limitations also apply to Synclaro’s representatives, employees, and agents.

11. Protection against unauthorised redistribution

  1. Synclaro may process orders, licence tiers, download events, and product-specific markers to evidence entitlements, prevent misuse, and enforce rights. Synclaro does not deploy undisclosed product telemetry on customer systems unless a product page transparently describes it and an appropriate legal basis exists.
  2. Synclaro may review publicly available sources, such as public code repositories and sales platforms, for unauthorised copies of product material. Synclaro does not access private customer systems.
  3. Where there is concrete evidence of a material licence breach, Synclaro may request written confirmation of the user count and deployment scope. Any broader audit requires a separate agreement or legal authority.
  4. Statutory claims for injunctive relief, information, and damages remain unaffected.

12. Suspension and termination

  1. Synclaro may temporarily suspend access where necessary to protect an account or infrastructure or to prevent evident abuse. Synclaro will inform the customer unless doing so would compromise the protective purpose.
  2. For a material contractual or licence breach, Synclaro will generally allow a reasonable cure period. No cure period is required where the customer deliberately resells or publicly distributes product files or where continued performance would otherwise be unreasonable.
  3. On effective termination, the affected usage right ends. Statutory record-keeping duties, accrued payment claims, and provisions intended to survive remain unaffected.

13. Confidentiality

Each party must keep the other party’s non-public commercial and technical information confidential. This does not cover information demonstrably already known, lawfully obtained from a third party, independently developed, or required to be disclosed by mandatory law.

14. Changes to these Terms

The version accepted at checkout governs that purchase. Changes do not retroactively alter acquired perpetual licences. A new version may apply to later purchases or separately ordered new services.

15. Final provisions

  1. German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.
  2. If the customer is a merchant, public-law entity, or public-law special fund, the exclusive venue for disputes is Neumarkt i.d.OPf., Germany. Synclaro may also sue at the customer’s general venue.
  3. Amendments should be made in text form. Individually negotiated terms take precedence.
  4. If a provision is invalid, the remaining provisions remain effective. Statutory law applies in place of the invalid provision.