TERMS AND CONDITIONS

Article 1 – Definitions

1. The private limited liability company SYYNC B.V., with its registered office in Ottersum and principal place of business at Jonkerbosplein 52, 6534 AB Nijmegen, Chamber of Commerce number 85553816, is referred to in these terms and conditions as the ‘Service Provider’.
2. The counterparty of the Service Provider is referred to in these terms and conditions as the ‘Client’.
3. ‘Parties’ refers to the Service Provider and the Client together.
4. ‘The Agreement’ refers to the service agreement between the Parties.
5. ‘Products’ refers to all goods and items as defined under applicable law.

Article 2 – Applicability of Terms and Conditions

1. These terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods/products by or on behalf of the Service Provider.
2. Deviations from these terms are only possible if explicitly agreed upon in writing by the Parties.
3. Parties expressly exclude the applicability of any additional and/or deviating terms and conditions of the Client or third parties.
4. The agreement represents an obligation of effort for the Service Provider, not an obligation of result.

Article 3 – Payment

1. Invoices must be paid within 30 days of the invoice date, unless other payment terms have been agreed upon in writing or are stated on the invoice.
2. Payments shall be made without any right of suspension or set-off by transferring the amount due to the bank account number provided by the Service Provider.
3. If the Client fails to pay an invoice within the agreed term, the Client is in default by operation of law, without further notice being required. From that moment, the Service Provider is entitled to suspend its obligations until the Client has fulfilled its payment obligations.
4. In the event of default, the Service Provider will proceed to collection. The costs related to such collection shall be borne entirely by the Client. When in default, the Client shall owe the Service Provider interest of 8% per month for commercial transactions (or the statutory interest for private individuals), as well as statutory extrajudicial collection costs and other damages, including full legal costs and attorney fees incurred by the Service Provider in legal proceedings.
5. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the Client, the Service Provider’s claims against the Client are immediately due and payable.
6. If the Client refuses to cooperate with the execution of the assignment, the Client remains obligated to pay the agreed price to the Service Provider.

Article 4 – Offers and Quotations

1. Offers by the Service Provider are valid for a maximum of 1 month, unless a different acceptance period is stated in the offer. If the offer is not accepted within this period, it lapses.
2. Delivery times in quotations are indicative; exceeding them does not entitle the Client to dissolution or damages, unless explicitly agreed upon in writing.
3. Offers and quotations do not automatically apply to repeat orders. This must be explicitly agreed upon in writing.

Article 5 – Prices

1. Prices stated on offers, quotations, and invoices are exclusive of VAT and other costs such as administrative fees, levies, and travel, shipping, or transport costs, unless expressly stated otherwise.
2. The Service Provider may change prices for its products or services at any time.
3. Increases in cost prices for products or components that the Service Provider could not foresee at the time of the offer or the conclusion of the agreement may lead to price increases.
4. Parties may agree on a fixed price for services at the conclusion of the agreement.
5. If no fixed price is agreed, the fee shall be determined based on actual hours spent, calculated according to the Service Provider’s standard hourly rates.
6. If no rate based on actual hours is agreed, a target price is set, with the Service Provider being entitled to a deviation of up to 10% (higher or lower).

Article 6 – Price Indexing

1. Prices and hourly wages agreed upon at the start of the agreement are based on the current price level. The Service Provider reserves the right to adjust fees annually on January 1st.
2. Adjusted prices and rates will be communicated to the Client as soon as possible.

Article 7 – Information Provision by Client

1. The Client shall make all information relevant to the execution of the assignment available to the Service Provider.
2. The Client is obliged to provide all data and documents deemed necessary by the Service Provider in a timely manner and in the requested form.
3. The Client guarantees the accuracy, completeness, and reliability of the provided data and documents, even if originating from third parties.
4. The Client indemnifies the Service Provider against any damage resulting from failure to comply with the first paragraph of this article.
5. If requested, the Service Provider will return the relevant documents.
6. If the Client fails to provide the required information in time, resulting in delays, the resulting extra costs and fees shall be borne by the Client.

Article 8 – Cancellation of Assignment

1. The Client may terminate the assignment at any time with a notice period of 2 months.
2. Upon cancellation, the Client is obligated to pay the fees due and expenses incurred by the Service Provider.
3. The Service Provider has the right to terminate the agreement if the Client fails to meet its obligations, or if circumstances arise that give the Service Provider good reason to fear the Client will not properly perform its obligations.

Article 9 – Execution of the Agreement

1. The Service Provider shall execute the agreement to the best of its knowledge and ability, in accordance with the requirements of professional standards.
2. The Service Provider has the right to have work performed by third parties.
3. Execution takes place in mutual consultation and after written approval and payment of any agreed advance.
4. It is the Client’s responsibility to ensure the Service Provider can start the assignment in time. Failure to do so may result in additional costs for the Client.

Article 10 – Contract Duration

1. The agreement is entered into for an indefinite period, unless the nature of the agreement implies otherwise or Parties have agreed otherwise in writing.
2. Any time limits agreed upon for the completion of work are not final deadlines (fatale termijnen). In case of delay, the Client must serve a written notice of default.

Article 11 – Modification of the Agreement

1. If it becomes necessary to modify or supplement the assignment during execution, Parties shall adjust the agreement in mutual consultation.
2. The Service Provider will inform the Client in writing regarding the financial and qualitative consequences of such changes.

Article 12 – Force Majeure

1. The Service Provider is not liable for failures to perform due to circumstances beyond their control (e.g., supplier failure, power outages, viruses, strikes, extreme weather).
2. If a force majeure situation lasts longer than 30 calendar days, the Service Provider has the right to dissolve the agreement in writing.
3. In such cases, the Service Provider is not liable for any damages.

Article 13 – Set-off and Suspension

The Client waives the right to set off any debt to the Service Provider against a claim against the Service Provider, and waives the right to suspend any obligation arising from this agreement.

Article 14 – Storage

If the Client accepts ordered products later than the agreed delivery date, the risk of quality loss is entirely at the Client’s expense. Any additional costs resulting from early or late acceptance shall be borne by the Client.

Article 15 – Transfer of Rights

Rights from this agreement cannot be transferred without the prior written consent of the other party.

Article 16 – Expiry of Claims

Any right to compensation for damages caused by the Service Provider expires 12 months after the event giving rise to the liability.

Article 17 – Warranty

The Parties have entered into a service-based agreement, which contains an obligation of effort for the Service Provider, not an obligation of result.

Article 18 – Insurance

1. The Client is obliged to adequately insure and keep insured all goods necessary for the execution of the agreement against fire, explosion, water damage, and theft.
2. The Client shall provide proof of insurance upon first request.

Article 19 – Liability

1. The Service Provider is not liable for damages unless caused by intent or gross negligence. Indirect damages (consequential loss, lost profits) are excluded.
2. Liability is limited to the amount of the fee.
3. Liability is always limited to the amount paid out by the professional liability insurance in the relevant case, plus the deductible.

Article 20 – Liability of the Client

1. If an assignment is given by more than one person, each is jointly and severally liable for the amounts due.
2. If an assignment is given by a natural person on behalf of a legal entity, this person may also be personally liable as Client, particularly if they are the (co-)policymaker of the legal entity.

Article 21 – Indemnification

The Client indemnifies the Service Provider against all third-party claims related to the goods and/or services delivered by the Service Provider.

Article 22 – Complaints Procedure

1. The Client must examine products or services for shortcomings within 2 days of delivery and report any complaints in writing within 2 days after the complaint arose.
2. A complaint does not entitle the Client to demand work other than that agreed upon.
3. The Client must prove that the complaint relates to the agreement.

Article 23 – Retention of Title

1. Goods and parts delivered remain the property of the Service Provider until the Client has paid the full agreed price.
2. The Service Provider has the right of retention if agreed payments are not met.

Article 24 – Intellectual Property

1. The Service Provider retains all intellectual property rights (copyright, trademarks, designs, etc.) on all designs, drawings, writings, and information provided.
2. These rights may not be copied or shown to third parties without written permission.
3. The Client is obliged to keep confidential information provided by the Service Provider secret.

Article 25 – Confidentiality

1. Both Parties shall keep confidential all information received from the other party that is known or reasonably suspected to be confidential.
2. This duty of confidentiality applies for the duration of the agreement and for three years thereafter.

Article 26 – Penalty Clause

1. Violation of the confidentiality clause results in an immediately payable penalty of € 1,000.00 for each violation, plus € 1,000.00 for every day the violation continues, without prior notice of default.
2. This does not affect the Service Provider’s right to claim additional damages.

Article 27 – Non-Solicitation

The Client shall not employ any employees of the Service Provider (or third parties engaged by the Service Provider) nor allow them to work for the Client directly or indirectly. This prohibition applies during the agreement and for one year thereafter.

Article 28 – Amendments

1. The Service Provider is entitled to amend or supplement these terms.
2. Major content-related changes will be discussed with the Client in advance as much as possible.

Article 29 – Severability

1. If any provision of these terms is found to be void or voidable, the other provisions remain in effect.
2. The void provision will be replaced by one that approximates the Service Provider’s original intent as closely as possible.

Article 30 – Applicable Law and Competent Court

1. All agreements are governed exclusively by Dutch law.
2. Any disputes will be submitted to the competent court in the district where the Service Provider has its registered office, unless mandatory law prescribes otherwise.