These Terms and Conditions are provided with the Supplier’s quotation (Purchase Order), which the Customer must accept in writing within 30 days.
The Parties shall only be bound by a Contract following the Supplier’s express confirmation.
These Terms and Conditions are deemed to have been read and accepted by the Customer upon the formal confirmation referred to above.
The Supplier reserves the right to change prices at any time, provided that 30 days’ notice is given.
The Supplier shall perform the Services in accordance with the Purchase Order and these Terms and Conditions.
If, due to the Customer’s actions, a Service cannot be provided in full or in part, the time spent by the Supplier’s staff on such a Service will be invoiced to the Customer.
All deadlines relating to the performance of the Services, as well as the installation/delivery deadlines for the Deliverables, are indicative.
If a deadline is missed, particularly where the Supplier has been unable to control certain stages of the installation/delivery process, the Customer shall not be entitled to claim compensation.
As a general rule, Deliverables are not subject to a specific acceptance procedure unless this is explicitly stated in the Purchase Order.
The Supplier’s Deliverables are deemed to have been accepted by the Customer prior to installation.
Upon delivery of a Deliverable, all Services associated with that Deliverable shall be deemed to have been accepted.
Unless otherwise stated in the Purchase Order, no cancellations will be accepted once installation has taken place.
The Customer shall take the necessary steps to enable the Supplier to perform the Services, in particular by ensuring that continuous, stable and high-speed remote connectivity is available; by providing the necessary authorisations for access to these systems, with a technical configuration suitable for the execution of remote instructions; by carrying out satisfactory daily maintenance of its IT system; by complying fully with the instructions for use of the Software/ Hardware, and to ensure the implementation of administrative, technical, logical and physical procedures and safeguards designed to protect its system, all associated data and the daily log.
Where the Services are performed at the Client’s premises, the Client shall provide all necessary access, including appropriate access to its premises, IT systems and other facilities.
Where the Supplier has access to the Client’s systems and Data, the Supplier must comply with the Client’s administrative, technical and physical security procedures to secure such data and protect it against unauthorised access. The Client shall notify the Supplier of these requirements in writing and within a reasonable time prior to access. The Customer shall not grant the Supplier access to the Customer’s (or any third party’s) systems or personal information unless such access is essential for the performance of the Services under the Contract.
The Customer undertakes to make its staff available, where applicable in accordance with the specific provisions of the relevant Purchase Order or upon reasonable request by the Supplier, in order to ensure the performance of the Services.
The Customer shall appoint a contact person with decision-making authority; this person shall promptly provide the Supplier with all necessary or relevant information.
The Customer acknowledges that the configuration and functionality of the Services/Software may not be reused or extended after the contract has ended.
The Customer shall pay the fees for the Services as set out in the Purchase Order. If the Customer fails to pay such fees (and taxes) in accordance with the terms of the Contract, the Supplier, without prejudice to the exercise of any other available remedy, may suspend the Services until full payment has been made. The Supplier shall give written notice of any suspension. Any amount (including taxes and duties) not paid within the specified time limit shall bear interest at the maximum statutory rate (15%).
Any applicable taxes and duties relating to the fees for the Services referred to in this Contract or in the Purchase Order will be charged in addition.
The Contract shall take effect on the Commencement Date specified in the Purchase Order and shall remain in force until the End Date specified therein or until the completion of the Services provided for in the Contract, unless terminated early by either party in accordance with these Terms and Conditions.
The duration of the initial subscription and the terms of automatic renewal are set out in the Order Form.
Rates must be guaranteed for the entire duration of the current period, unless the Customer waives this right by opting for an open-ended service package.
Either party may terminate the Contract:
The Supplier may terminate the Contract with immediate effect if the Customer breaches clauses 5, 6 or 7 of these Terms and Conditions.
Unless otherwise agreed in the Purchase Order, automatic renewal shall apply by default. Without prejudice to the foregoing, either party may terminate the agreement at the end of the current term, provided that 90 days’ written notice is given to the other party.
The Client is required to pay all fees, charges and expenses up to the effective date of termination for:
The termination of a specific Service under this Article 5 shall not result in the termination of the other Services ordered under the same Purchase Order; similarly, the termination of a Purchase Order or a specific Service under this Article shall not result in the termination of a separate Purchase Order between the same parties.
Articles 1, 4, 5, 6, 7, 8, 10, 11, 12 and 13 of these General Terms and Conditions shall remain in force following the expiry or termination of the Contract.
The Supplier retains all Intellectual Property Rights relating to the Software, including copyright, rights to its configuration (whether on-site or otherwise) and rights to any accompanying documentation, regardless of its format.
The Supplier shall at all times retain ownership of all Intellectual Property Rights, irrespective of the subscription method and of any technical specifications agreed between the Parties and set out in the Purchase Order.
Any modification, adaptation, translation, reverse engineering, decompilation, disassembly or creation of works based on the software, as well as any modification, adaptation, translation or creation of works based on the documentation, is strictly prohibited.
The Supplier grants the Customer a licence to use the software, which is limited, non-perpetual, non-exclusive, non-transferable and may not be sub-licensed.
The licence does not grant the right to copy the Software, except for backup purposes, which must have been expressly authorised and specified in the Purchase Order.
The number of concurrent authorised users and their method of identification, as well as the arrangements for allocating this number of authorised users amongst the Client’s staff and partners, shall be set out in the Purchase Order.
The scope of the licence to use the Supplier’s Software is limited to the performance of [the licensee’s commercial operations, to be defined at a later date] for the duration of the initial term from the Effective Date, in accordance with the Purchase Order. This licence shall be automatically renewed for successive periods of one year from the end of its initial term, and may be revoked in accordance with the provisions of this clause or in the event of a material breach of contractual obligations.
The Customer must notify the Supplier of its intention to relocate the [business activities] outside the [territory] specified in the Purchase Order and must refrain from using the Software until the Supplier has given its consent.
The Supplier may at any time deny the licensee the right to use the Software in any jurisdiction where compliance with mandatory local regulations is in question and/or where there is a risk of infringing a third party’s intellectual property rights.
The Customer must notify the Supplier in advance and in writing of any intention to grant its third-party service providers access to the Software. Such access may be granted on a temporary basis for the sole purpose of assisting the Customer, provided that the third-party service provider undertakes in writing to protect the Supplier’s confidential information.
The Customer shall be liable for any breaches of the terms of this licence caused by its service providers. The Customer must immediately notify the Supplier in writing if a third party gains unauthorised access to the Supplier’s proprietary documents or confidential information. The Customer must take all necessary measures to prevent or put an end to such unauthorised access.
Full payment of the licence fees as specified in the Purchase Order is a prerequisite for the activation of the licence. Should the Customer fail to comply with the terms and conditions of this licence, the Supplier reserves the right to suspend and terminate the licence and all associated services.
The licence holder may not transfer, assign, rent out, sell or otherwise dispose of the software, whether temporarily or permanently.
The licence is granted exclusively to the licensee and its authorised users and may not be transferred to a third party without the Supplier’s prior written consent. Any transferee so authorised shall be bound by the terms and conditions of this licence.
Except for the rights expressly granted to the Customer, the Supplier is the lawful owner of all Intellectual Property Rights and of any derivative works of:
All Services, Deliverables and Work Products provided to the Customer by the Supplier prior to the fulfilment of an applicable Purchase Order remain the exclusive property of the Supplier. The same applies to the Supplier’s Confidential Information. In the event that the Purchase Order is not fully executed, the Services, Work Products and Deliverables must be returned or deleted and may under no circumstances be used.
Unless otherwise specified in the Purchase Order, and provided that all amounts due under the Purchase Order have been paid in full, the Client shall be granted a licence to use the Deliverables and Work Products; this licence shall be non-perpetual, non-exclusive, non-transferable and shall not permit the granting of sub-licences. This licence shall be granted on the same terms and for the same duration as the licence for the Software.
The scope of the licence to use the Deliverables and Work Products is limited to the performance of [the licensee’s commercial operations, to be defined at a later date] for the duration of the initial term commencing on the Effective Date, as specified in the Purchase Order. This licence shall be automatically renewed for successive one-year periods from the anniversary date of the initial term and may be revoked in accordance with the terms of this clause and/or in the event of a material breach of the contractual obligations binding the Parties.
The Client must notify the Supplier of its intention to transfer the [business operations] outside the assigned territory specified in the Purchase Order and shall refrain from using the Deliverables and Work Products until it has received the Supplier’s consent.
The Supplier is entitled at any time to deny the licensee the right to use the Software in any territory where compliance with mandatory local regulations is in question and/or where a potential infringement of a third party’s Intellectual Property Rights is likely to occur.
The Client must notify the Supplier in advance and in writing of its intention to authorise its third-party service providers to use the Supplier’s Deliverables and Work Products. Such use may be granted on a temporary basis for the sole purpose of assisting the Client, provided that the third-party service provider undertakes in writing to protect the Supplier’s confidential information.
The Customer shall be liable for any breaches of this licence caused by its service providers. The Customer must immediately notify the Supplier in writing if an unauthorised third party gains access to the Supplier’s proprietary documents or Confidential Information. The Customer shall take all necessary measures to prevent or put an end to any unauthorised access.
Payment of the licence fees as specified in the Purchase Order is a prerequisite for the activation of the licence. If the Customer fails to comply with the terms and conditions of this licence, the Supplier is entitled to suspend and terminate the licence and all associated services.
The licence holder may not transfer, assign, lease, sell or otherwise dispose of the Deliverables and Work Product, whether on a temporary or permanent basis.
The licence to use the Deliverables and Work Product is granted solely to the licensee and its authorised users and may not be transferred to a third party without the Supplier’s prior written consent. Any transferee so authorised shall be bound by the terms and conditions of this licence.
The receiving party undertakes to:
The Customer must ensure the confidentiality of all information relating to the Contract, its terms and conditions, pricing or any other related matter, and must prevent such information from being disclosed to third parties in accordance with this Article 7.
Any Confidential Information of either party disclosed prior to the commencement of the Contract shall be subject to Clause 7.
The receiving party shall only be permitted to disclose Confidential Information if required to do so by law, a court order or any authority vested with such powers. The receiving party shall also require that any Confidential Information thus disclosed be treated as confidential.
The restrictions on the use or disclosure of Confidential Information do not apply to Confidential Information:
At the request of the disclosing party or on the date of expiry or effective termination of the Contract, unless the receiving party is legally authorised or required to retain and keep the Confidential Information, the receiving party undertakes, as soon as practicable, to destroy or return to the disclosing party – at the latter’s discretion – all documents containing the disclosing party’s Confidential Information and all copies thereof, whether copies, reproductions, summaries or extracts (whether in printed form or on intangible media).
The Supplier undertakes to comply with the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) in order to respect the privacy of its users and protect their personal data in accordance with the provisions of the Regulation.
The Supplier has included the full GDPR Data Processing Statement at the end of these Terms and Conditions. This statement sets out the Supplier’s declarations and commitments in this regard.
Unless otherwise required by law, the Supplier shall treat all Customer data and any business intelligence data as strictly confidential and shall only disclose such information to employees or subcontractors whose roles require access to it.
The Supplier’s duty of confidentiality shall survive the termination or expiry of any commercial relationship between the Parties.
Neither party shall disclose the other party’s name in its promotional activities without the other party’s prior written consent, unless the Client agrees that the Supplier may use the Client’s name in its client list or in quarterly reports for investors, or at times mutually agreed by the parties in connection with the Supplier’s marketing campaigns (including press contacts, site visits, etc.).
The Customer grants the Supplier the right to share information about the Customer with its affiliates for marketing and other commercial purposes, and acknowledges that it has obtained the necessary authorisations to share its employees’ contact details with the Supplier.
The Customer may, at its sole discretion, provide feedback. In such cases, the Supplier and its affiliates may, at their sole discretion, retain, use or exploit such feedback in any lawful manner, without any compensation, acknowledgement or attribution being granted to the source of the feedback.
No complaint entitles the Customer to suspend payments that are due.
The Supplier warrants that:
The Supplier does not guarantee that the Services will operate without error or interruption, but will use its best endeavours to remedy any such issues in accordance with the provisions of the SLA (Service Level Agreement).
The Customer shall have 90 days from the date of provision of the relevant Service or Deliverable to notify the Supplier in writing of any breach of warranty, providing a detailed description of the problem and all relevant information necessary for the Supplier to rectify the problem.
Provided that the Customer has given the Supplier precise notice of a breach of warranty in accordance with clause 10.2 and the Supplier acknowledges the existence of such a breach, the Supplier shall, at its discretion:
The foregoing constitutes the Customer’s sole and exclusive remedy in the event of a breach of the warranty set out in this clause.
The Parties acknowledge that software fixes and updates may be governed by a maintenance agreement, the terms of which will be set out in the Purchase Order.
The warranty will not apply:
The Supplier shall defend the Customer against any claims brought against the Customer and its affiliates by any third party alleging that the use of the Deliverables by the Customer and its affiliates infringes or misappropriates a patent, copyright or trade secret belonging to that third party. The Supplier shall indemnify the Customer against all damages awarded to the Customer in this regard by a final court judgment (or the amount of any settlement on the same matter entered into by the Supplier).
The Supplier’s obligation under the above paragraph shall not apply if the alleged claim arises from:
The Supplier expressly reserves the right to cease defending against any legal claim in the event that the Deliverable is no longer deemed to infringe or encroach upon the rights of third parties.
The Customer shall defend the Supplier against any legal proceedings brought by any third party arising out of or in connection with:
The foregoing shall apply regardless of whether such damage is caused by the Customer’s actions or by the actions of a third party using the Customer’s login credentials.
The liability of either party shall not be limited in respect of damages arising from:
Unless otherwise provided for in clause 12.1 and irrespective of the basis of liability (whether arising from a breach of contract, a tort (including, but not limited to, negligence), a misrepresentation or a breach of a statutory duty, a breach of warranty or third-party claims arising from a breach of this Contract), the aggregate maximum liability of the Customer (and its affiliates) and the Supplier (and its affiliates, licensors or subcontractors) arising out of or in connection with the Contract towards the other party or any other person or entity shall not exceed (i) for the Services (other than Subscription Services), the fees paid for the applicable Services under the relevant Purchase Order, or (ii) for Subscription Services, for all facts/events (or related series of events) occurring during a 12-month period, the annual fees paid for the associated Subscription Services during that 12-month period.
Under no circumstances:
Unless otherwise expressly provided in the Contract, neither the Supplier nor its subcontractors or licensors make any representations or warranties, and disclaim all warranties, whether express or implied, statutory or otherwise, in respect of any matter, including merchantability, fitness for the customer’s purpose, originality, suitability for a particular use or purpose, non-infringement of rights, the results arising from the use or integration of the Products or Services provided under the Contract, or that the operation of any product or service will be secure, uninterrupted or error-free. The Customer acknowledges and agrees that, at the time of committing to purchase the Services, they did not rely on the delivery of future features, public comments, the Supplier’s advertising or product roadmaps.
If any provision of the Contract is held to be invalid, in whole or in part, or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of the Contract.
A waiver of the right to rely on a breach or an obligation under the Contract shall not be construed as a waiver of the right to rely on any other breach or obligation.
The Contract shall be executed in several copies, each of which shall be deemed an original. Electronic signatures via DocuSign or any other method specified by the Supplier shall be deemed to be original signatures.
The Supplier and the Customer must comply with export laws in the performance of the Contract. The Services, Products, Deliverables and Confidential Information are subject to export laws. The Customer is solely responsible for complying with export laws, including obtaining the necessary export authorisations if the Customer exports or re-exports the Services, Products, Deliverables and Confidential Information.
At the Supplier’s request, the Customer shall provide information and documents necessary to facilitate the granting of an export licence. The Supplier may terminate the relevant Services automatically with immediate effect, by giving written notice to the Customer, if:
All notices must be sent in writing and delivered to the address specified in a Purchase Order. Notices from the Supplier to the Customer may be sent electronically to the Customer’s authorised representative or administrator.
Without the Supplier’s prior written consent, the Customer is not permitted to assign, delegate or transfer the Contract (or any of its rights and obligations) to a third party. The Supplier may assign the Contract to one of its affiliated companies.
The Supplier may engage subcontractors to provide all or part of the Services under the Contract. The Supplier shall be liable for the performance of the Services by a subcontractor to the same extent as it would be if the Services were performed by its own employees.
Each party is an independent contractor, and this Agreement does not create any partnership, franchise, joint venture, agency, trust or employment relationship between the parties.
Neither party shall solicit or recruit the other party’s employees involved in the Services during the term of the applicable Purchase Order and for a period of 18 months following its termination, without the other party’s express written consent. This provision does not restrict either party’s right to recruit generally through the media.
Any delay in the performance of an obligation (other than the payment of sums due) caused by circumstances beyond the reasonable control of the party responsible for performance shall not constitute a breach of the Contract. The time limit for performance shall be extended by a period equal to the duration of the circumstances preventing performance.
This Agreement and all claims (including non-contractual claims) arising out of or in connection with this Agreement and its subject matter shall be governed by and construed in accordance with the laws of Belgium and shall be subject to the jurisdiction of the competent courts of Liège. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
This Contract constitutes the entire agreement between the Supplier and the Customer regarding the relationship between the Parties in respect of the subject matter of the Contract. All prior representations or documents (including confidentiality agreements) are hereby superseded and replaced by this Contract, and the Parties waive any right to rely on such documents, representations and negotiations. The Contract may not be amended except by agreement of both parties through an amendment signed by both parties, or by any other means authorised by the Contract. The terms and conditions of any purchase order issued by the Customer shall be unenforceable and of no legal effect, even if the Supplier accepts or does not reject the purchase order. Nothing in this Contract limits or excludes liability for fraud.
The Mobile App Service aims to provide the Services via mobile technologies.
The terms and conditions of the Mobile Application Service are set out in the duly confirmed Purchase Order.
By using the Mobile App Service, you agree to:
Synerglass-Soft reserves the right to suspend or terminate access to the mobile app in the event of a breach of these terms of use.
The use of the Synerglass-Soft mobile app may involve the collection and processing of personal data. Synerglass-Soft undertakes to comply with the laws and regulations in force regarding the protection of personal data.
You can view our privacy and cookie policies and our GDPR data processing statement to find out more about the collection, processing, cloud storage and protection of your personal data.
You will need to create a user account by providing all the required information in order to access or use the mobile app service.
You agree to: (1) provide accurate, precise, up-to-date and complete information about yourself in accordance with the registration process; (2) maintain and promptly update the information provided during registration so that it remains accurate, precise, current and complete; and (3) expressly agree (by ticking a box to that effect) to the Terms and Conditions and our privacy policies referred to in this document.
If this is not the case, the Supplier may immediately suspend or terminate the Services.
The Mobile Application Service is provided ‘as is’. Synerglass-Soft disclaims all warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement. Synerglass-Soft does not warrant that the Mobile Application Service will be error-free or that access to it will be continuous or uninterrupted.
You agree that Synerglass-Soft shall not, under any circumstances, be liable for any consequential, incidental, indirect, special, punitive or other loss, or for any loss of business profits, business interruption, computer failure, loss of business information or any other loss arising from your use or inability to use the Mobile Application Service, even if Synerglass-Soft has informed you of the possibility of such damages occurring. In no event shall Synerglass-Soft’s total liability to you and/or in respect of any service, whether direct or indirect, exceed the fees paid by you during the twelve (12) months preceding the first event giving rise to such liability.
You agree to indemnify and hold harmless Synerglass-Soft from and against any and all claims, damages, liabilities, losses, costs, debts and expenses (including legal fees) arising out of: (1) your use of and access to the Mobile Application Service; (3) your breach of any of the terms of these conditions; (2) your infringement of any third party’s rights, including, without limitation, any copyright, intellectual property right or right to privacy; or (4) any claim arising from functional bugs or the content of the Mobile Application, whether made by you or a third party. This indemnity obligation shall survive these terms and conditions and your use of the Mobile Application Service.
Synerglass-Soft retains full ownership of the Mobile Application and is the lawful and exclusive owner of all Intellectual Property Rights relating to the content of the mobile application (including text, images, videos, logos, etc.) and to the associated Services and documents.
Use of the mobile app does not confer any intellectual property rights on users.
Any reproduction, representation, modification, or commercial or non-commercial use, in whole or in part, of the mobile application and/or its content is prohibited, unless prior written consent has been obtained from Synerglass-Soft.
Synerglass-Soft reserves the right to amend these terms and conditions at any time by publishing an updated version on its website or by notifying users by email. The changes will take effect on the date of their publication or notification to users.
If any provision of these terms and conditions is declared invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.
The fact that Synerglass-Soft does not, at any given time, rely on any of the provisions of these terms and conditions shall not be construed as a waiver of its right to rely on those same provisions at a later date.
These terms and conditions constitute the entire agreement between Synerglass-Soft and the user regarding the use of the Mobile Application and supersede any prior agreement, whether oral or written, relating to this matter.
