General Terms and Conditions of Syncer BV (part of Someone You Know BV)

Private limited company Someone You Know with trading name Syncer BV (hereinafter: Syncer ) is registered with the Chamber of Commerce under number 86560794 and is located at Wilhelminaplein 25 in Eindhoven.

Article 1 - Definitions

1. In these General Terms and Conditions, the following terms are used in the following meaning, unless expressly stated otherwise.
2. Offer : any offer or quotation to the Client for the performance of Services by Syncer
3. General Terms and Conditions: these General Terms and Conditions of Syncer.
4. Company : the natural or legal person who acts in the exercise of a profession or business.
5. Services : The Services offered by Syncer concern the provision of  E-commerce migrations. Service packages can be supplemented with customization. The specific details of the services provided, including design and the number of revision rounds, are clearly defined and agreed upon in writing in advance.
6. Service Packages : Syncer offers three different service packages. Each package includes a specific set of services and terms tailored to the Client's needs. The available packages are as follows:
1. Essential Migration : This package includes one-time data migration, product migration (up to 1000 products), customer migration and order history (3 months).
2. Advanced Migration : In addition to the Essential services, this package offers access to the Syncer app, product migration (up to 2500 products), order migration, category migration, bundles, specifications, custom fields, SEO migration, and Support.
3. Premium Migration : The most comprehensive package, including all services from the Essential and Advanced Service Packages, with additional services including multilingual migration, product migration (unlimited), discount code migration, loyalty migration, product bundle migration, B2B migration, product specification migration, shipping rules migration, store setup, page templates (collection, product page, category), third-party app installations & setups, and Premium Support.
7. Customization: Services that are specifically designed and delivered at the request of the Client outside of the standard Service Packages.
8. Software: The plug-ins made available by Syncer to the Client.
9. Strip Card : the Agreement that entitles the Client to use an agreed number of hours for Syncer's Services.
10. Syncer : the supplier that offers Services to Client.
11. Client : The Company that has appointed Syncer, awarded projects to Syncer for Services to be performed by Syncer, or to which Syncer has made a proposal under an Agreement.
12. Agreement : any Agreement, Service Package, Strip Card and other obligations between Client and Syncer, as well as proposals from Syncer for Services that are provided by Syncer to Client and that are accepted by Client and have been accepted and executed by Syncer, with which these General Terms and Conditions form an inseparable whole.

Article 2 - Applicability

1. These Terms and Conditions apply to every Offer from Syncer, every Agreement between Syncer and Client and to every Service offered by Syncer.
2. Before concluding an Agreement, the Client will be provided with these Terms and Conditions. If this is not reasonably possible, Syncer will inform the Client how the Client can view the Terms and Conditions.
3. Deviation from these Terms and Conditions is not possible. In exceptional circumstances, deviations from these Terms and Conditions are permitted if explicitly agreed upon in writing with Syncer.
4. These General Terms and Conditions also apply to additional, amended and follow-up orders from the Client.
5. The Client's General Terms and Conditions are excluded.
6. If one or more provisions of these General Terms and Conditions are or become partially or completely null and void, the remaining provisions of these General Terms and Conditions will remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
7. Any ambiguities regarding the content, interpretation, or situations not covered by these Terms and Conditions should be assessed and interpreted in accordance with the spirit of these Terms and Conditions. The provisions of the Agreement are leading and supersede these Terms and Conditions.
8. The applicability of Articles 7:404 BW and 7:407 paragraph 2 BW is explicitly excluded.
9. The rights and obligations under the Agreement between the Parties may not be transferred by the Client to a third party unless Syncer grants the Client express and prior consent. Syncer is free to impose additional conditions on this.
10. Where these Terms and Conditions refer to she/her, this shall also be construed as a reference to he/him/his, if and to the extent applicable.
11. In the event that Syncer has not always required compliance with these General Terms and Conditions, it retains its right to demand full or partial compliance with these General Terms and Conditions.

Article 3 - The Offer

1. All offers made by Syncer are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
2. Syncer is only bound by an Offer if the Client confirms its acceptance in writing within 30 days. Nevertheless, Syncer reserves the right to refuse an Agreement with a potential Client for a reason deemed valid by Syncer.
3. The Offer contains a description of the Services offered and the associated Service Package (and any Customization). The description is sufficiently detailed to enable the Client to properly assess the Offer. Obvious errors or mistakes in the Offer are not binding on Syncer. Any images and information in the Offer are for illustrative purposes only and cannot constitute grounds for any compensation or termination of the Agreement. Furthermore, all offers are made based on information provided by the Client. Offers will be void if the Client's information is incorrect or incomplete.
4. Offers or quotations do not automatically apply to subsequent orders.
5. Delivery times and deadlines in Syncer's offer are indicative and do not entitle the Client to termination or compensation if they are exceeded, unless expressly agreed otherwise.
6. A composite quotation does not oblige Syncer to supply part of the items included in the offer or quotation for a corresponding part of the stated price.

Article 4 - Formation of the Agreement

1. The Agreement is concluded when the Client has accepted an Offer or Agreement from Syncer. The Client will provide all mandatory information requested during registration completely and truthfully.
2. If Client has accepted the Offer, Syncer will confirm Client's registration in writing by email.
3. Syncer is not bound by an Offer if the Client could reasonably have expected, or should have understood, that the Offer contained an obvious error or typographical error. The Client cannot derive any rights from this error or typographical error.
4. Any Agreement entered into with Syncer or any project awarded to Syncer by Client shall be vested in the Company and not in any individual associated with Syncer.
5. If the Client cancels an already confirmed Agreement, the costs actually incurred up to that point (including the time spent) will be charged to the Client.
6. In addition to paragraph 5 of this article, the full payment obligation must be met once the migration has started.
7. The Client's right of withdrawal is excluded, unless otherwise agreed in writing.
8. If the Agreement is entered into by multiple Clients, each Client shall be individually and jointly liable for the fulfilment of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement

1. If and to the extent that an Agreement has been concluded between the Client and Syncer in the form of a Service Package, the duration of this Agreement will be equal to the agreed payment term, or until the full payment obligation has been met, unless expressly agreed otherwise. If the Client opts for a one-time payment, the duration of this Agreement will be 30 days.
2. Both the Client and Syncer may terminate the Agreement based on an attributable failure to perform the Agreement if the other party has been given written notice of default and a reasonable period to fulfill its obligations, and fails to do so. This also includes the Client's payment and cooperation obligations.
3. The termination of the Agreement shall not affect the Client's payment obligations if Syncer has performed work, provided services or delivered the Services at the time of termination.
4. Parties may terminate the Agreement by registered letter, observing a notice period of three months.
5. If the Client requests an extension  If the Client wishes to upgrade their work within Syncer, they can purchase a Punch Card. The Punch Card entitles them to the number of hours to which it is entitled. Any claim for performance of the agreement based on the Punch Card expires one year after purchase. Syncer may refuse work related to adjustments in an external theme, i.e., a Lightspeed theme not developed by DMWS or a Shopify theme not developed by Someone you Know. A Punch Card cannot be credited, exchanged for other work, or transferred to other webshops or companies.
6. Both the Client and Syncer may terminate the Agreement in whole or in part in writing, effective immediately, without further notice of default, if either Party is granted a moratorium, bankruptcy is filed, or the relevant company terminates through liquidation or other means other than a merger or reconstruction. If a situation such as that described above occurs, Syncer is never obligated to reimburse any monies already received and/or pay damages.
7. All post-contractual obligations under these terms and conditions and the Agreement that are by their nature intended to continue after termination of the Agreement will survive termination. This includes, in any case, the provisions regarding confidentiality, intellectual property rights, liability, and dispute resolution and choice of law.

Article 6 - Execution of the Agreement

1. Syncer will endeavor to execute the Agreement with the utmost care, as expected of a good Syncer. All Services are performed on a best-efforts basis, unless a detailed, detailed result has been explicitly agreed upon in writing.
2. When performing the Services, Syncer is not obligated or required to follow the Client's instructions if this changes the content or scope of the agreed Services. If the instructions result in additional work for Syncer, the Client is obligated to reimburse the additional costs accordingly.
3. Syncer is entitled to engage third parties to perform the Services at its own discretion.
4. If Syncer carries out work in relation to Client's data based on a request or order from a government agency and/or a legal obligation, the associated costs will be borne solely by Client.
5. Both the Client and Syncer may make changes to the scope and/or content of the purchased Service. Any associated additional costs will be borne by the Client. The Client will be informed of this as soon as possible. If the Client does not agree, the Parties must consult with each other. The Client may only terminate the Agreement in writing as of the date the change takes effect, if the changes are not related to changes in relevant laws or regulations, or if Syncer will bear the costs of the change.
6. If, under the Agreement, Syncer also backs up the Client's data, Syncer will, in accordance with the Agreement, create and store backups at fixed intervals for the agreed-upon period. However, the Client is responsible for complying with their statutory retention and administrative obligations, if and to the extent applicable.
7. When entering into a 3-year contract, the Client is entitled to the following services:

1. Service: This includes support and guidance during the migration at the beginning of the process.
2. Premium Support: Clients will receive a response to questions within 48 hours on working days and are entitled to direct contact with a developer.
3. Small Customizations: Minor adjustments with a maximum time investment of 15 minutes per component are included. Adjustments exceeding this time are considered custom work and will be charged separately.

Article 7 - Client Obligations

1. The Client is obligated to provide all information requested by Syncer, as well as relevant attachments and related information and data, in a timely manner and/or before the commencement of the work, and in the required format, for the proper and efficient execution of the Agreement. Failure to do so may result in Syncer being unable to fully execute and/or deliver the relevant documents. The consequences of such a situation shall always be at the Client's expense and risk.
2. Syncer is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if this has changed over time, nor is Syncer responsible for the accuracy and completeness of the information compiled by Syncer for third parties and/or provided to third parties in the context of the Agreement.
3. Syncer may request additional information if necessary for the performance of the Agreement. Failing this, Syncer is entitled to suspend its activities until the information is received, without being liable to pay any damages whatsoever to the Client. In the event of changed circumstances, the Client must notify Syncer of this immediately, or no later than five business days after becoming aware of the change.
4. The Client shall provide suitable equipment and a user environment.

Article 8 - Development of components (Custom)

1. Clients interested in Customization must explicitly indicate this. Syncer will then determine the specific requirements and conditions of the Customization in consultation with the Client. This may result in a separate agreement or addendum to the current agreement.
2. Syncer may prepare advice, an action plan, a schedule, and/or a report for the purpose of providing services. The content of these reports is non-binding and advisory in nature only, but Syncer will observe its duty of care. The Client decides independently and at their own risk whether to follow the advice.
3. The Client is obliged to provide all necessary information in a timely, complete, correct and in the desired form for the Services (including data files, software, documentation, advice, reports, analyses and designs).
4. The parties will document in writing all features, functionalities, characteristics, and more of the components or modules of the Customization to be developed. The Customization will be developed solely on the basis of these written agreements. If the agreements made are too limited to meet the Client's wishes, the parties must consult with each other and amend the agreements or the Agreement accordingly.
5. Delivery times for custom work may differ from standard delivery times, depending on the complexity and scope of the work.
6. Syncer is at all times entitled to request approval from the Client before any work developed by it is delivered.
7. The Client obtains a non-exclusive, non-transferable, and non-sublicensable right to use the components and/or modules from the moment the Client has fully met its (payment) obligations, unless the parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from the Client's use. Unless the parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client.
8. The Customization developed by Syncer is delivered when the Client has signed or explicitly approved the components or modules within a maximum period of 7 calendar days, unless a later period has been agreed upon. The Client may review the written agreements for this purpose. After this period expires unused, the Client is deemed to have accepted the Customization. Any repairs after this period will be considered additional costs.
9. The Client is obligated to review proposals provided by Syncer at Syncer's first request, at least within the agreed period. If Syncer is delayed in its work because the Client fails to review a proposal made by Syncer, or fails to do so in a timely manner, the Client is at all times responsible for any resulting consequences, such as delays.
10. The nature of the services means that the results are partly dependent on external factors that can influence development, such as the quality, accuracy, and timely delivery of required information and data from the Client and/or its employees. The Client is responsible for the quality and timely and accurate delivery of the required data and information.

Article 9 - Delivery

1. Syncer will complete the Services as specified in the Agreement. Any agreed-upon user documentation will be provided to the Client in writing or digitally.
2. The Client accepts the Services in the condition in which they are at the time of delivery ('as is'), therefore with all visible and invisible defects.
3. If the commencement, progress, or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided it in a timely manner, has not provided sufficient cooperation, has not received the advance payment on time by Syncer, or due to other circumstances for which the Client is responsible and at the Client's risk, Syncer is entitled to a reasonable extension of the delivery period. Under no circumstances are the stated deadlines final, nor can Syncer be held liable for exceeding the agreed deadline.
4. All damages and additional costs resulting from delays due to a cause mentioned in Article 18 are at the expense and risk of the Client and will be charged to the Client by Syncer.
5. If the Client is required to give approval, Syncer is entitled to suspend the performance of the Agreement until the Client has given its approval.
6. Syncer will endeavor to provide the service within the agreed timeframe, to the extent reasonably expected. In the event of an urgent matter, the Client is obligated to reimburse Syncer for any additional costs incurred.
7. Syncer makes every effort to provide the Service as much as possible in accordance with the Offer.

Article 10 - Transfer of Risk

1. Upon successful completion of the Services, as agreed between Client and Syncer, all related data, documents, data files and/or other materials shall be deemed transferred to Client.
2. From the moment of completion of the migration services, the risk of theft, loss, embezzlement or damage of these materials passes to the Client.
3. Syncer is not liable for any damage or loss that occurs after the transfer.
4. Syncer will provide formal confirmation of completion of the migration services, which serves as the starting point for risk transfer.

Article 11 - Guarantees

1. Syncer performs the Services in accordance with industry standards. Any warranty provided is limited to what has been expressly agreed upon in writing. During the warranty period, Syncer guarantees the proper and customary quality of the delivered goods.
2. The Client may only invoke the warranty provided by Syncer if the Services have been fully delivered. The warranty claim must be submitted to Syncer in writing within thirty (30) days.
3. If the Client legitimately invokes the warranty, Syncer is obligated to perform a free repair or replacement. In the event of any additional damage, the applicable liability provisions of these Terms and Conditions will apply.
4. Client accepts the Services 'AS IS' What does this mean?
5. Syncer is not responsible for errors and/or interruptions. Syncer will endeavor to correct errors in the Software and Services within a reasonable timeframe. Defects in the Software and in components not developed by Syncer can be repaired in writing at the Client's expense and risk.
6. The Client must immediately and thoroughly report any discovered defect to Syncer in writing, in a manner that allows Syncer to reproduce and repair the defects. The defect is considered reported when the Client provides Syncer with written confirmation of the report.
7. Recovery also includes providing temporary solutions. The warranty never covers the recovery of corrupted or lost data. Syncer is not obligated to recover this data. If agreed upon, Syncer may cooperate within reason, but is never responsible or obligated to recover any corrupted and/or lost data. The Client must at all times take measures to prevent and limit disruptions, defects, corruption, and/or loss of data, whether or not based on information provided by Syncer.
8. Syncer is not liable for any damage resulting from or in connection with changes made or work performed in or to the Services provided by Syncer that took place without the express permission of Syncer.

Article 12 - Use and maintenance of software

1. Syncer provides the Client with the agreed Software under a user license for the duration of the Agreement. The right to use the Software is non-exclusive, non-transferable, non-pledgable, and non-sublicensable, and is limited to these terms and conditions.
2. The use of the Software by Client may be subject to further restrictions and may be modified by Syncer.
3. Syncer is entitled at all times to take measures against unlawful use and/or unauthorized use of the Software by the Client. The Client shall refrain from any action that would undo or render ineffective the aforementioned measures.
4. Client may use the Software solely in and for the benefit of its own business and solely for its intended use.
5. The Client is never permitted to sell, lease, alienate, grant limited rights to, or make the Software available to a third party unless this has been expressly agreed in writing. Nor is the Client permitted to grant a third party access to the Software, or to host the Software with a third party, regardless of whether this third party uses the Software exclusively for the Client.
6. The Client is never authorized to modify the Software, in whole or in part, without prior written permission from Syncer. Syncer is never obligated to grant such permission and is entitled to impose conditions on its permission.
7. If requested, Client shall, upon first request, provide full cooperation to any investigation to be carried out by Syncer regarding compliance with the agreed rights, obligations and usage restrictions.
8. If agreed, Syncer will perform maintenance. The scope of the maintenance obligation extends to what has been explicitly agreed upon by the Parties. Even if not explicitly agreed upon, Syncer may perform maintenance work or interrupt the performance of its Services if it deems this necessary to perform maintenance. Performing maintenance may also cause interruptions in the performance of the Services, which does not justify a right to compensation for the Client.
9. The Client is obligated to report any defects, errors, or other disruptions in the performance of the Services to Syncer in writing. Syncer will then, in accordance with its usual procedures, correct the errors and/or make improvements to the best of its ability. If desired, Syncer is entitled to initially implement temporary solutions, after which a permanent solution can be devised and implemented in consultation with the Client.
10. The Client is obliged to cooperate with Syncer upon first request.
11. Notwithstanding Syncer's agreed maintenance obligations, the Client has an independent responsibility for the management and use of the Client's platform.
12. For maintenance purposes, Syncer is authorized to check (data) files for computer attacks, computer viruses, and unsafe and/or illegal activities, as well as to perform other actions necessary for maintenance. The Client is also responsible for training and use of the Software by third parties engaged by the Client.
13. Maintenance generally includes the following services: (i) corrective, (ii) preventive, and (iii) adaptive maintenance. In the event of corrective, preventive, and/or adaptive maintenance, Syncer is entitled to (temporarily) disable the SaaS service in whole or in part. The Client is not entitled to any compensation during this interruption. Syncer will conduct the interruption outside office hours as much as possible and for no longer than necessary for the maintenance.
14. Syncer is entitled to make changes to the technology of the data network or telecommunications network and other changes to the services offered by Syncer. These changes may affect the peripheral equipment used by the Client, for which Syncer cannot be held liable for any damages.

Article 13 - Additional work and changes

1. If, during the execution of the Agreement, it becomes apparent that the Agreement needs to be adjusted, or if additional work is required at the Client's request to achieve the Client's desired result, the Client is obligated to pay for this additional work at the agreed rate. Syncer is not obligated to comply with this request and may require the Client to enter into a separate Agreement for this purpose.
2. The Client may make changes to the scope and/or content of the SaaS Service. The additional costs associated with this will be borne by the Client. The Client will be informed of this as soon as possible. If the Client does not agree to this, the Parties must consult with each other. The Client may only terminate the Agreement in writing as of the date the change takes effect, if the changes are not related to changes in relevant laws or regulations, or if Syncer will bear the costs of the change.

Article 14 - Prices and payment

1. All prices are exclusive of sales tax (VAT) and shown in Euros (€), unless otherwise agreed.
2. Syncer provides its services in accordance with the agreed rate.
3. A Strip Card must be paid in full in advance, unless otherwise agreed in writing. Syncer may agree with the Client that the Strip Card will be paid at the end of the month, along with the subscription fee, via direct debit. If the direct debit is reversed, Syncer is entitled to terminate access to the components.
4. The Client is obliged to fully reimburse the costs of third parties deployed by Syncer after approval by the Client, unless expressly agreed otherwise.
5. The parties may agree that the Client must pay a deposit. If a deposit has been agreed upon, the Client must pay the deposit in full before commencing the performance of the services. This deposit will be included in the project proposal.
6. The Client cannot derive any rights or expectations from a previously issued estimate, unless the Parties have expressly agreed otherwise.
7. Syncer is entitled to increase the applicable prices and rates annually in accordance with current inflation rates. Other price changes during the Agreement are only possible if and to the extent expressly stated in the Agreement.
8. The Client must pay these costs at once, without offset or suspension, within the specified payment term as stated on the invoice to the account number and details of Syncer made known to the Client.
9. The Client is free to pay the entire outstanding amount in one go within the specified payment term (in the case of a 12-month installment plan, Enterprise package), without any additional costs or penalties for early payment.
10. In the event of early full payment, Syncer will provide confirmation of receipt of payment, which means that the Client's financial obligations will be considered fully met.
11. If the Client experiences financial difficulties that affect the timely payment of amounts due, the Client must inform Syncer of this in writing as soon as possible. Syncer and the Client will consult with each other to assess the situation and jointly explore possible practical solutions. These solutions may include, but are not limited to, establishing a modified payment plan, temporary payment deferral, or debt restructuring. Any modified payment arrangement will be recorded in writing and signed by both parties. This arrangement will become part of the original agreement and have the same legal status.
12. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment against Client, payment and all other obligations of Client under the Agreement shall become immediately due and payable.
13. Syncer will actively participate in any bankruptcy proceedings or debt restructuring arrangements to protect and maximize its rights and claims.

Article 15 - Collection policy

1. All payment terms set by Syncer are strict deadlines. If the Client fails to meet its payment obligations and has not fulfilled its obligations within the stipulated payment term, the Client is legally in default.
2. From the date that Client is in default, Syncer will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code.
3. If Syncer has incurred additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Legal and enforcement costs incurred are also the responsibility of the Client.

Article 16 - Privacy, data processing and security

1. Syncer handles the (personal) data of the Client and Clients of the website with care and will only use it in accordance with the privacy statement. If requested, Syncer will inform the data subject of this.
2. The Client is responsible for the processing of data processed using a Syncer Service. The Client also warrants that the content of the data is not unlawful and does not infringe any third-party rights. In this context, the Client indemnifies Syncer against any (legal) claim related to this data or the performance of the Agreement.
3. If Syncer is required to provide information security under the Agreement, such security will comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.
4. Parties must act in accordance with the General Data Protection Regulation (GDPR) and comply with the obligations arising from it, as well as other applicable laws and regulations. Parties must enter into a data processing agreement for this purpose.
5. In the event of a data breach at Syncer or Client involving personal data, the party where the breach occurs must report this to the relevant authorities and, where applicable, to the affected individuals within 72 hours of discovery, in accordance with the requirements of the General Data Protection Regulation.
6. Parties shall develop and maintain a detailed incident response and communications plan, which includes activation procedures, roles, responsibilities, and communication strategies in the event of a data breach or other security incident.
7. The Client has obligations to third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, grant access to, correct, and delete personal data of data subjects. The Client is solely and fully responsible for the proper fulfillment of these obligations. Syncer is the "Processor" with respect to this personal data within the meaning of the GDPR. Syncer will provide support as much as technically possible.
8. Personal data may not be transferred to countries outside the European Union unless the party transferring the data can demonstrate that the transfer meets the requirements of the GDPR, including the use of standard contractual clauses or adequacy decisions.

Article 17 - Suspension

1. Syncer has the right to retain the data, data files, software and more received or created by it if the Client has not yet (fully) met its payment obligations, even if it would have been obliged to do so if it had been paid.
2. Syncer is authorized to suspend the fulfillment of its obligations as soon as the Client is in default of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be confirmed to the Client immediately in writing. In that case, Syncer will not be liable for any damage, in any form whatsoever, resulting from the suspension of its activities.

Article 18 - Force Majeure

1. Syncer shall not be liable if it is unable to fulfil its obligations under the Agreement due to a force majeure situation.
2. Force majeure on the part of Syncer is in any case understood to mean, but is not limited to:
1. force majeure of Syncer's suppliers,
2. failure to properly fulfill obligations of suppliers prescribed or recommended to Syncer by Customer,
3. defects of third-party goods, equipment, software or materials,
4. government measures,
5. power outage,
6. disruption of internet, data network and telecommunications facilities (for example due to cybercrime, hacking and DDoS attacks),
7. natural disasters,
8. war and terrorist attacks,
9. general transportation problems and
10. other situations which, in Syncer's opinion, fall outside its sphere of influence and which temporarily or permanently prevent the fulfilment of its obligations.
3. If a force majeure situation lasts longer than two months, either Party may terminate the Agreement in writing. If any services have already been provided under the Agreement, a pro-rata settlement will be made without any liability on the part of either Party to the other.
4. If, upon the occurrence of force majeure, Syncer has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already delivered or the part that can be delivered, and the Client is obligated to pay this invoice. This does not apply, however, if the part already delivered or the part that can be delivered has no independent value.

Article 19 - Liability

1. In the event of an attributable shortcoming on the part of Syncer, Syncer will only be obligated to pay any compensation if the Client has notified Syncer of the shortcoming within 14 days of discovering the shortcoming, and Syncer subsequently fails to remedy the shortcoming within the reasonable period specified in the notice of default. The notice of default must be submitted in writing and contain a sufficiently precise description of the shortcoming or defect to enable Syncer to respond adequately.
2. If the performance of Services by Syncer results in liability on the part of Syncer, that liability is limited to the costs charged in connection with the SaaS service (but no more than for a period of 12 months prior to the notice of default) with respect to direct damage. Direct damage is defined as: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, liability and the method of repair, as well as the costs of emergency measures.
3. Syncer is not liable for consequential damage, indirect damage, business damage, loss of profits and/or losses incurred, lost savings, damage due to business stagnation and damage resulting from the use of Services provided by Syncer, damage due to loss of data, damage due to exceeding delivery times, consequential damage and delay damage and interest damage.
4. Syncer is not liable for any damage that is or may be the result of any action or omission based on (incomplete and/or incorrect) information on the website or that of linked websites.
5. Syncer is not responsible for any errors and/or irregularities in the functionality of the Software, malfunctions or unavailability of the Software for any reason whatsoever.
6. Syncer is not liable for (the functioning of) third-party plug-ins.
7. The client is responsible for the proper security of their own computer, password protection, and other security measures. Syncer is not liable for this under any circumstances.
8. Syncer is not responsible for the correct and complete transmission of the contents of e-mail sent by/on behalf of Syncer, nor for its timely receipt.
9. The Client guarantees the accuracy and completeness of the information provided by him.
10. All claims by the Client due to Syncer's failure to perform will lapse if they are not reported to Syncer in writing and with reasons. Any claim for damages against Syncer must always be reported in writing, but no later than one year after the Client was or could reasonably have been aware of the facts on which they base their claims. Syncer's liability will in any event end one year after the termination of the Agreement between the Parties.

Article 20 - Confidentiality

1. Syncer and the Client undertake to maintain the confidentiality of all (confidential) information obtained under an Agreement. This confidentiality arises from the Agreement or from information that could reasonably be expected to be confidential. The Parties will maintain strict confidentiality regarding all information they obtain about and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior express written consent.
2. The Client is obliged to keep confidential all Website and other materials provided by Syncer, and not to disclose them to third parties or allow them to be used, unless Syncer has given express permission to do so.
3. If Syncer is obliged by law or a court order to provide confidential information to a third party designated by law or a competent court or (also) and Syncer cannot invoke a right to refuse to provide information, Syncer will not be liable for any damages and the Client will not be entitled to terminate the Agreement.
4. Syncer and the Client also impose the confidentiality obligation on any third parties they engage.

Article 21 - Intellectual Property Rights

1. All intellectual property rights of Syncer, including but not limited to Software, plug-ins, data files, programs, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and quotations, as well as all preparatory material thereof, belong exclusively to Syncer and/or third parties or suppliers if these rights already belonged to parties other than Syncer.
2. The Client is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any documents and software subject to Syncer's IP rights and copyrights without Syncer's express prior written consent and an agreed-upon financial compensation. If the Client wishes to make changes to items delivered by Syncer, Syncer must explicitly approve the proposed changes.
3. The Client is prohibited from using the products subject to Syncer's intellectual property rights in any way other than as agreed in the Agreement. The Client obtains only a non-exclusive, non-transferable right to use the Website, unless expressly agreed otherwise.
4. Furthermore, the Client is not permitted to change or remove any indication concerning the confidential nature, copyrights, trade names, trademarks, or any other intellectual property right from the Website, Documentation and/or other materials.
5. The Parties shall inform each other and act jointly against any infringement of Syncer's IP rights.
6. The Client indemnifies Syncer against all third-party claims relating to (any) infringements and/or third-party claims related to what has been made available to the Client under the Agreement. The Client will immediately inform Syncer of these infringements and/or claims.
7. Any infringement by the Client of the IP rights (and copyrights) of Syncer. will be punished with a one-off fine of €10,000 (in words: ten thousand euros) and a fine of €500 (in words: five hundred euros) for each day that the infringement continues.

Article 22 - Disclaimer and accuracy of information

1. The Client is responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records provided to Syncer under the Agreement. The Client is also responsible for any data provided by third parties.
2. The Client indemnifies Syncer against any liability arising from the failure to comply with the obligations under the previous clause or the failure to comply with them in a timely manner.
3. The Client indemnifies Syncer against claims by third parties relating to intellectual property rights on the data and information provided by the Client, which may be used in the performance of the Agreement, as well as with regard to the content of the advice and reports prepared by Syncer.
4. If the Client provides electronic files, Website or information carriers to Syncer, the Client guarantees that these are free of viruses and defects.

Article 23 - Complaints

1. If the Client is dissatisfied with Syncer's service or products, or has any other complaints about the performance of the Agreement, the Client is obligated to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be submitted orally or in writing via info@dmws.nl with the subject line "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Client if Syncer is to be able to handle the complaint.
3. Syncer will respond to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
4. The parties will attempt to reach a solution together.

Article 24 - Applicable law

1. Dutch law applies to the legal relationship between Syncer and the Client.
2. Syncer may unilaterally amend these Terms and Conditions. The most current version can be found on the website.
3. All disputes arising from or in connection with the Agreement between Syncer and the Client shall be settled by the competent court of East Brabant (Eindhoven location), unless mandatory provisions of law designate another competent court.