Terms and Conditions

This English version is a courtesy translation provided for informational purposes. The Dutch version of these Terms and Conditions remains the legally binding document. In the event of any discrepancy between the Dutch and English versions, the Dutch version shall prevail.

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

Private Limited Company Someone You Know, trading under the name Syncer BV (hereinafter: Syncer), is registered with the Dutch Chamber of Commerce under number 86560794 and is established at Wilhelminaplein 25 in Eindhoven, the Netherlands.

Article 1 - Definitions

In these Terms and Conditions, the following terms shall have the meanings set out below, unless expressly indicated otherwise.
Offer: any offer or quotation issued to the Client for the provision of Services by Syncer.
Terms and Conditions: these Terms and Conditions of Syncer.
Business: a natural or legal person acting in the exercise of a profession or business.
Services: the Services offered by Syncer, comprising the provision of e-commerce migrations. Service Packages may be supplemented with Custom Work; the specific details of the services delivered, including design and the number of correction rounds, shall be clearly defined and agreed in writing in advance.
Service Packages: Syncer offers three different service packages. Each package comprises a specific set of services and conditions tailored to the Client's needs. The available packages are as follows:

Essential Migration: this package includes a one-off data migration, product migration (up to 1,000 products), customer migration and order history (3 months).
Advanced Migration: in addition to the Essential services, this package provides access to the Syncer app, product migration (up to 2,500 products), order migration, category migration, bundles, specifications, custom fields, SEO migration and Support.
Premium Migration: the most extensive package, including all services from the Essential and Advanced Service Packages, with additional services including multilingual migration, product migration (no limit), 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.

Custom Work: Services specifically designed and delivered at the Client's request outside the standard Service Packages.
Software: the plug-ins made available by Syncer to the Client.
Punch Card: the Agreement granting the Client the right to use an agreed number of hours for Syncer's Services.
Syncer: the supplier offering Services to the Client.
Client: the Business that has appointed Syncer, has assigned projects to Syncer for Services performed by Syncer, or to which Syncer has issued a proposal under an Agreement.
Agreement: any Agreement, Service Package, Punch Card and other commitments between the Client and Syncer, as well as proposals from Syncer for Services provided to the Client and accepted, agreed and executed by Syncer, of which these Terms and Conditions form an inseparable part.

Article 2 - Applicability

These Terms and Conditions apply to every Offer from Syncer, every Agreement between Syncer and the Client and every Service offered by Syncer.
Before an Agreement is concluded, the Client shall receive these Terms and Conditions. If this is not reasonably possible, Syncer shall indicate to the Client where the Terms and Conditions can be inspected.
Deviation from these Terms and Conditions is not possible. In exceptional circumstances, deviations from the Terms and Conditions may apply only if expressly agreed in writing with Syncer.
These Terms and Conditions also apply to additional, modified and follow-up assignments from the Client.
The Client's terms and conditions are excluded.
If one or more provisions of these Terms and Conditions are partially or entirely null or void, the remaining provisions shall remain in force, and the void provision(s) shall be replaced with provisions of equivalent intent.
Any ambiguities about the content, interpretation or situations not covered by these Terms and Conditions shall be assessed and interpreted in line with the spirit of these Terms and Conditions. The arrangements made in the Agreement take precedence over these Terms and Conditions.
The applicability of articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.
The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless Syncer has expressly given prior consent. Syncer may attach further conditions to such consent.
Where these Terms and Conditions refer to "she/her", this shall also be understood as a reference to "he/him/his", as applicable.
If Syncer has not always required compliance with these Terms and Conditions, it retains the right to demand full or partial compliance with these Terms and Conditions.

Article 3 - The Offer

All offers made by Syncer are non-binding unless expressly indicated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer.
Syncer is only bound by an Offer if its acceptance by the Client is confirmed in writing within 30 days. Notwithstanding the foregoing, Syncer reserves the right to refuse an Agreement with a potential Client for reasons it deems valid.
The Offer contains a description of the Services offered and the corresponding Service Package (and any Custom Work). The description is sufficiently detailed to allow the Client to assess the Offer properly. Obvious errors or mistakes in the Offer cannot bind Syncer. Any images and data in the Offer are indicative only and cannot ground any claim for damages or termination of the Agreement. All Offers are also made on the basis of information provided by the Client. Offers lapse if the Client's information proves incorrect or incomplete.
Offers or quotations do not automatically apply to follow-up assignments.
Delivery times and deadlines in Syncer's offer are indicative; exceeding them does not entitle the Client to terminate the Agreement or claim damages, unless expressly agreed otherwise.
A composite price quotation does not oblige Syncer to deliver part of the items included in the offer or quotation against a corresponding part of the stated price.

Article 4 - Conclusion of the Agreement

The Agreement is concluded at the moment the Client has accepted an Offer or Agreement from Syncer. The Client shall provide all required information requested at registration completely and truthfully.
Once the Client has accepted the Offer, Syncer shall confirm the Client's registration in writing by e-mail.
Syncer is not bound by an Offer if the Client could reasonably have foreseen, understood or should have understood that the Offer contains an obvious error or typographical mistake. The Client cannot derive rights from such an error or mistake.
Every Agreement entered into with Syncer or any project assigned by the Client to Syncer rests with the Business and not with an individual person associated with Syncer.
If the Client cancels an already-confirmed Agreement, the costs actually incurred up to that point (including time spent) shall be charged to the Client.
In addition to paragraph 5 of this article, the full payment obligation must be met if the migration has commenced.
The Client's right of withdrawal is excluded, unless expressly agreed otherwise in writing.
If the Agreement is concluded with multiple Clients, each Client is jointly and severally liable for fulfilling all obligations arising from the Agreement.

Article 5 - Duration of the Agreement

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 the Agreement equals the agreed payment term, or until the full payment obligation has been met, unless expressly agreed otherwise. If the Client opts for a single payment, the duration of the Agreement is 30 days.
Both the Client and Syncer may terminate the Agreement on grounds of attributable failure in performance, provided the other party has been given written notice of default and a reasonable period to comply with its obligations and continues to fall short. This includes the Client's payment and cooperation obligations.
Termination of the Agreement does not affect the Client's payment obligations if Syncer has performed work, performances or Services at the time of termination.
The Parties may terminate the Agreement by registered letter, observing a notice period of three months.
If the Client wishes to expand or upgrade the work within Syncer, the Client may purchase a Punch Card. The Punch Card grants the right to the number of hours it specifies. Any claim for performance under the Agreement based on the Punch Card lapses one year after purchase. Work for adjustments to a third-party theme — i.e. a Lightspeed theme not developed by DMWS or a Shopify theme not developed by Someone You Know — may be refused by Syncer. A Punch Card cannot be credited, exchanged for other work, or transferred to other web stores or businesses.
Both the Client and Syncer may, without further notice of default, terminate the Agreement in whole or in part in writing with immediate effect if either Party is in suspension of payments, has filed for bankruptcy, or the relevant business ends through liquidation other than merger or restructuring. If a situation as described above occurs, Syncer is in no event obliged to refund any amounts received and/or pay damages.
All post-contractual obligations under these Terms and Agreement that by their nature are intended to continue after termination shall survive termination. This includes the provisions on confidentiality, intellectual property rights, liability and the dispute resolution and choice of law clauses.

Article 6 - Execution of the Agreement

Syncer shall use its best efforts to perform the Agreement with the greatest possible care as may be expected from a competent provider. All Services are performed on a best-efforts basis, unless a specific result is expressly agreed in writing and described in detail.
In performing the Services, Syncer is not obliged to follow the Client's instructions if doing so would change the content or scope of the agreed Services. If the Client's instructions result in additional work for Syncer, the Client is required to compensate the additional or supplementary costs accordingly.
Syncer is entitled to engage third parties for the execution of the Services at its own discretion.
If Syncer performs work in respect of the Client's data on the basis of a request or order from a government authority and/or a statutory obligation, the associated costs shall be borne solely by the Client.
Both the Client and Syncer may make changes to the scope and/or content of the Service. Any additional costs are borne by the Client. The Client shall be informed about this as soon as possible. If the Client disagrees, the Parties shall consult each other. The Client may only terminate the Agreement in writing as of the date the change takes effect, unless the changes relate to changes in relevant laws or regulations or Syncer bears the cost of the change.
If, under the Agreement, Syncer also creates a back-up of the Client's data, Syncer shall create and retain a back-up at fixed times in line with the Agreement and for the agreed period. The Client is, however, responsible for fulfilling its own statutory retention and administration obligations where applicable.
When entering into a 3-year contract, the Client is entitled to the following services:

Service: this includes support and guidance during the migration at the start of the process.
Premium Support: the Client receives a response to questions within 48 hours on working days and is entitled to direct contact with a developer.
Small Customizations: small adjustments with a maximum time investment of 15 minutes per item are included. Adjustments exceeding this time are considered Custom Work and charged separately.

Article 7 - Client Obligations

The Client is required to provide all information requested by Syncer, as well as relevant attachments and related information and data, in good time and/or before the start of the work and in the requested form, in order to ensure correct and efficient execution of the Agreement. Failing this, Syncer may not be able to fully execute and/or deliver the relevant items. The consequences of such a situation are at all times for the Client's account and risk.
Syncer is not obliged to verify the accuracy and/or completeness of the information provided to it, nor to update the Client where information has changed over time. Syncer is also not responsible for the accuracy and completeness of information compiled by Syncer for third parties and/or provided to third parties under the Agreement.
Syncer may, where necessary for the execution of the Agreement, request additional information. Failing this, Syncer is entitled to suspend its work until the information is received, without being liable for any damages on any ground whatsoever towards the Client. In the event of changed circumstances, the Client must inform Syncer immediately, or no later than 5 working days after the change becomes known.
The Client is responsible for providing suitable equipment and operating environment.

Article 8 - Development of components (Custom Work)

Clients interested in Custom Work must indicate this expressly. Syncer will then, in consultation with the Client, determine the specific requirements and conditions of the Custom Work. This may result in a separate agreement or addendum to the existing Agreement.
Syncer may draw up advice, an action plan, planning and/or reporting for the services. The content thereof is non-binding and advisory in nature; however, Syncer shall observe its duty of care. The Client decides on its own responsibility whether to follow the advice.
The Client is required to provide all required information in good time, in full, accurately and in the requested form for the Services (which includes data files, software, documentation, advice, reports, analyses and designs).
The Parties shall record in writing all features, functionalities, properties and other characteristics of the components or modules of the Custom Work to be developed. The Custom Work is created solely on the basis of these written agreements. If the agreements are too brief to meet the Client's wishes, the Parties shall consult and adjust the agreements/Agreement accordingly.
Delivery times for Custom Work may differ from the standard delivery times, depending on the complexity and scope of the work.
Syncer is at all times entitled to require the Client's approval before delivering a developed work.
The Client obtains a non-exclusive, non-transferable and non-sublicensable right to use the components or modules from the moment the Client has fully met its (payment) obligations, unless expressly agreed otherwise in writing. Source files are expressly excluded from the Client's use. Unless expressly agreed otherwise in writing, source files are not delivered to the Client.
The Custom Work developed by Syncer is delivered when the Client has signed off or expressly approved the components or modules within a maximum period of 7 calendar days, unless a different period is agreed. The Client may verify the written arrangements during that period. After this period has lapsed without action, the Client is deemed to have approved the Custom Work. Any remedial work after this period is treated as additional cost.
At Syncer's first request, the Client is required to assess proposals provided by Syncer, or at least within the agreed period. If Syncer is delayed in its work because the Client fails to provide a timely assessment, the Client bears responsibility at all times for the resulting consequences such as delay.
The nature of the services means the result also depends on external factors that may affect development, including the quality, accuracy and timely supply of the necessary information and data from the Client and/or its staff. The Client is responsible for the quality and timely, correct supply of the necessary data and information.

Article 9 - (Final) Delivery

Syncer shall complete the Services in the manner specified in the Agreement. Any agreed user documentation shall be provided to the Client in writing or digitally.
The Client accepts the Services in the state they are in at the time of delivery ("as is"), therefore including all visible and invisible defects.
If the start, progress or (final) delivery of the Services is delayed because, for example, the Client has not provided all requested information in good time, has not cooperated sufficiently, the deposit has not been received in time by Syncer, or other circumstances arise that fall under the Client's account and risk, Syncer is entitled to a reasonable extension of the (final) delivery period. The stated periods are in no case strict deadlines, nor can Syncer be held liable for exceeding the agreed period.
All damage and additional costs arising from delay caused by a reason mentioned in article 18 shall be borne by the Client and shall be charged to the Client by Syncer.
If the Client must give approval, Syncer is entitled to suspend execution of the Agreement until the Client has given approval.
Syncer shall use its best efforts to provide the Services within the agreed period, to the extent that this can reasonably be expected. In case of urgency, the Client is required to compensate Syncer for the additional costs involved.
Syncer shall use its best efforts to deliver the Service as much as possible in line with the Offer.

Article 10 - Risk Transfer

After the successful completion of the Services, as agreed between the Client and Syncer, all related data, documents, data files and/or other materials shall be deemed transferred to the Client.
From the moment of completion of the migration services, the risk of theft, loss, misappropriation or damage of these materials shall transfer to the Client.
Syncer is not liable for any damage or loss occurring after the transfer.
Syncer shall provide a formal confirmation of completion of the migration services, which serves as the starting point for the transfer of risk.

Article 11 - Warranties

Syncer performs the Services in accordance with industry standards. If any warranty is given, it is limited to what has been expressly agreed in writing. During the warranty period, Syncer warrants the proper and customary quality of what is (finally) delivered.
The Client may only invoke the warranty given by Syncer if the Services have been delivered in full. The invocation of the warranty must be reported in writing to Syncer within thirty (30) days.
If the Client validly invokes the warranty, Syncer is required to perform a free repair or replacement. If, in addition, there is any consequential damage, the relevant liability provisions of these Terms and Conditions shall apply.
The Client accepts the Services 'AS IS'.
Syncer does not warrant against errors and/or interruptions. Syncer shall use its best efforts to remedy errors in the Software and Services within a reasonable time. Defects in Software and components not developed by Syncer may, by written consultation, be remedied at the Client's account and risk.
The Client must report any identified defect to Syncer immediately and in detail in writing in such a way that Syncer is able to reproduce and remedy the defect. The defect is reported once Syncer provides the Client with a written confirmation of receipt.
"Repair" also includes the provision of temporary solutions. The warranty does not at any time cover the recovery of corrupted or lost data. Syncer is not obliged to recover such data. If agreed, Syncer may reasonably cooperate, but is never responsible nor obliged to recover any corrupted and/or lost data. The Client must at all times take measures to prevent and limit interruptions, defects, corruption and/or loss of data, whether or not based on information provided by Syncer.
Syncer is not liable for damage arising from or in connection with changes made or work carried out in or on the Services delivered by Syncer without Syncer's express consent.

Article 12 - Use and Maintenance of Software

Syncer makes the agreed Software available to the Client under a usage licence for the duration of the Agreement. The right to use the Software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable, and is limited by these conditions.
The Client's use of the Software may be subject to further restrictions and may be amended by Syncer.
Syncer is at all times entitled to take measures against unlawful and/or unauthorised use of the Software by the Client. The Client shall refrain from any action that undoes or renders such measures ineffective.
The Client may use the Software solely within and for its own business and only for the intended use.
The Client is never permitted to sell, rent out, transfer, grant limited rights to or make the Software available to a third party unless 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 that third party uses the Software solely for the Client.
The Client is never entitled to modify the Software in whole or in part without prior written consent from Syncer. Syncer is never obliged to give such consent and is entitled to attach conditions to its consent.
On request, the Client shall fully cooperate with any investigation by Syncer regarding compliance with the agreed rights, obligations and use restrictions.
If agreed, Syncer shall perform maintenance. The scope of the maintenance obligation extends to what has been expressly agreed by the Parties. Even if not expressly agreed, Syncer may perform maintenance work or interrupt its Services if it deems this necessary in order to perform maintenance. Performing maintenance may also cause interruptions in the provision of the Services, which does not entitle the Client to any damages.
The Client is required to report any defects, errors or other malfunctions in the Services to Syncer in writing, after which Syncer shall, in accordance with its standard procedures, repair the errors and/or make improvements to the best of its ability. Where desirable, Syncer is entitled to apply temporary solutions first, after which a structural solution can be devised and implemented in consultation with the Client.
The Client is required to provide its cooperation to Syncer at first request.
Notwithstanding Syncer's agreed maintenance obligations, the Client is independently responsible for managing and using its own platform.
For maintenance purposes, Syncer is authorised to inspect (data) files for, among other things, computer attacks, computer viruses and unsafe and/or illegal acts, and to perform other actions necessary for maintenance. The Client is also responsible for instructing third parties engaged by the Client and for their use of the Software.
Maintenance in principle 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) take the SaaS service out of use in whole or in part. The Client is not entitled to any damages during such an interruption. Syncer shall, where possible, schedule the interruption outside office hours and not for longer than necessary for the maintenance.
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 potentially affect the equipment used by the Client, for which Syncer cannot be held liable for any damages.

Article 13 - Additional Work and Changes

If, during execution of the Agreement, it appears that the Agreement needs to be amended, or additional work is required at the Client's request to achieve the desired result, the Client is required to compensate this additional work according to the agreed rate. Syncer is not obliged to comply with such a request and may require the Client to enter into a separate Agreement.
The Client may make (or have made) changes to the scope and/or content of the SaaS service. The additional costs are borne by the Client. The Client shall be informed of this as soon as possible. If the Client disagrees, the Parties shall consult each other. The Client may only terminate the Agreement in writing as of the date the change takes effect, unless the changes relate to changes in relevant laws or regulations or Syncer bears the cost of the change.

Article 14 - Prices and Payment

All prices are exclusive of VAT and stated in euros (€), unless agreed otherwise.
Syncer performs its services according to the agreed rate.
A Punch Card must be paid in one go and on the basis of full prepayment, unless agreed otherwise in writing. Syncer may agree with the Client that the Punch Card will be paid at the end of the month together with the subscription costs by direct debit. If the direct debit is reversed, Syncer is entitled to suspend access to the components.
The Client is required to fully reimburse the costs of third parties engaged by Syncer with the Client's approval, unless expressly agreed otherwise.
The Parties may agree that the Client must pay a deposit. If a deposit has been agreed, the Client must pay the deposit in full before service delivery commences. This deposit is incorporated in the project proposal.
The Client cannot derive rights or expectations from a budget provided in advance, unless the Parties have expressly agreed otherwise.
Syncer is entitled to increase prices and rates annually in line with the prevailing inflation rate. Other price changes during the Agreement are only possible to the extent they are expressly recorded in the Agreement.
The Client must pay these costs in one go, without offset or suspension, within the payment term stated on the invoice, into the bank account and to the details made known to it by Syncer.
The Client is free to pay the full outstanding amount in one go within the payment term (in the case of 12-month payment, Enterprise package), without additional charges or penalties for early payment.
Upon early full payment, Syncer shall provide a confirmation of receipt of the payment, which means the Client's financial obligations are considered fully met.
If the Client experiences financial difficulties affecting timely payment of amounts due, the Client shall inform Syncer in writing as soon as possible. Syncer and the Client shall consult to assess the situation and jointly explore practical solutions. These solutions may include, but are not limited to, drawing up an adjusted payment plan, temporary deferral of payment, or restructuring the debt. Any adjusted payment arrangement shall be set out in writing and signed by both parties. Such an arrangement shall be part of the original Agreement and have the same legal status.
In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or a payment request against the Client, payment and all other obligations of the Client under the Agreement become immediately due and payable.
Syncer shall actively participate in any bankruptcy or debt restructuring proceedings to protect and maximise its rights and claims.

Article 15 - Collection Policy

All payment terms set by Syncer are strict deadlines. If the Client fails to fulfil its payment obligation and has not paid within the set payment term, the Client is in default by operation of law.
From the date the Client is in default, Syncer shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, plus extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code.
If Syncer has incurred more or higher costs that are reasonably necessary, those costs are eligible for reimbursement. Court and enforcement costs incurred are also borne by the Client.

Article 16 - Privacy, Data Processing and Security

Syncer handles the (personal) data of the Client and of website users with care and shall only use it in accordance with the privacy statement. On request, Syncer shall inform the data subject about this.
The Client is responsible for the processing of data processed using a Service from Syncer. 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 claim related to such data or the execution of the Agreement.
If, under the Agreement, Syncer is to provide information security, that security shall meet the agreed specifications and a security level which, given the state of the art, the sensitivity of the data and the costs involved, is not unreasonable.
The Parties shall act in accordance with the General Data Protection Regulation (GDPR) and observe the resulting obligations as well as other applicable laws and regulations. The Parties shall conclude a data processing agreement to that end.
In the event of a personal-data breach at Syncer or the Client, the party where the breach occurs must report it within 72 hours of discovery to the relevant authorities and, where applicable, to the data subjects, in accordance with GDPR requirements.
The Parties shall draw up and maintain a detailed incident response and communication plan, including activation procedures, roles, responsibilities and communication strategies in the event of a data breach or other security incident.
The Client has obligations under the GDPR towards third parties. This includes but is not limited to the obligation to provide information, grant access, correct and erase personal data of data subjects. The Client is solely and fully responsible for the proper fulfilment of these obligations. With respect to such personal data, Syncer is "Processor" within the meaning of the GDPR. Syncer shall provide support to the extent technically possible.
Personal data may not be transferred to countries outside the European Union unless the transferring party can demonstrate that the transfer complies with GDPR requirements, including the use of standard contractual clauses or adequacy decisions.

Article 17 - Suspension

Syncer is entitled to retain received or self-produced data, data files, software and more if the Client has not yet (fully) met its payment obligations, even if it would be obliged to do so on the basis of payment.
Syncer is authorised to suspend the performance of its obligations as soon as the Client is in default with the performance of any obligation arising from the Agreement, including late payment of invoices. The suspension shall be confirmed to the Client in writing immediately. Syncer is in such case not liable for damage in any form whatsoever as a result of suspending its work.

Article 18 - Force Majeure

Syncer is not liable when, due to a force majeure situation, it cannot fulfil its obligations under the Agreement.
Force majeure on the part of Syncer includes, but is not limited to:

force majeure of Syncer's suppliers,
improper performance of obligations by suppliers prescribed or recommended by the Customer to Syncer,
defects in goods, equipment, software or materials of third parties,
government measures,
power outages,
disruption of internet, data network and telecommunications facilities (e.g. due to: cybercrime, hacking and DDoS attacks),
natural disasters,
war and terrorist attacks,
general transport problems, and
other situations which, in Syncer's opinion, are outside its sphere of influence and which temporarily or permanently prevent the performance of its obligations.

If a force majeure situation lasts longer than two months, the Agreement may be terminated in writing by either Party. If, on the basis of the Agreement, certain performances have already been carried out, an apportioned settlement shall apply, without any liability between the parties.
If, when force majeure occurs, Syncer has already partly fulfilled its obligations, or can only partly fulfil its obligations, it is entitled to invoice the part already delivered or deliverable separately, and the Client is required to pay this invoice. This does not apply where the part already delivered or deliverable has no independent value.

Article 19 - Liability

If there is an attributable failure on the part of Syncer, Syncer is only required to pay damages if the Client has given Syncer notice of default within 14 days of discovering the failure, and Syncer has subsequently failed to remedy the failure within the reasonable period set out in the notice of default. The notice of default must be submitted in writing and contain a sufficiently precise description of the failure or defect to enable Syncer to respond adequately.
If the provision of Services by Syncer leads to liability of Syncer, that liability is limited to the costs invoiced in connection with the SaaS service (but at most over a 12-month period preceding the notice of default) in respect of direct damage. Direct damage means: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the manner of repair, as well as the costs of emergency measures.
Syncer is not liable for consequential damage, indirect damage, business damage, loss of profit and/or losses incurred, missed savings, business interruption damage and damage as a result of using Services delivered by Syncer, damage due to loss of data, damage due to exceeding delivery times, consequential damage, delay damage and interest damage.
Syncer is not liable for damage that is or may be the result of any action or omission relating to (incomplete and/or incorrect) information on the website or on linked websites.
Syncer is not responsible for errors and/or irregularities in the functionality of the Software, malfunctions or unavailability of the Software for any reason whatsoever.
Syncer's liability for (the functioning of) third-party plug-ins is excluded.
The Client is responsible for the proper security of its own computer, the protection of passwords and more. Under no circumstances is Syncer liable for this.
Syncer does not warrant the accurate and complete transmission of e-mails sent by/on behalf of Syncer, nor their timely receipt.
The Client warrants the accuracy and completeness of the information it provides.
All claims of the Client for failure on the part of Syncer lapse if they are not reported in writing and substantiated to Syncer. Every claim for damages against Syncer must be reported in writing, but no later than within one year after the Client became aware or could reasonably have been aware of the facts on which it bases its claims. Syncer's liability ends in any event one year after termination of the Agreement between the Parties.

Article 20 - Confidentiality

Syncer and the Client undertake to keep confidential all (confidential) information obtained in connection with an Agreement. Confidentiality arises from the Agreement or where one may reasonably expect that the information is confidential. The Parties shall observe strict confidentiality regarding all information they obtain about and from each other. All information and data carriers of the other Party shall not be made available to third parties and shall remain strictly confidential, unless the other Party has given prior express written consent.
The Client is required to keep confidential all websites and other materials provided by Syncer, not to disclose them to third parties or grant their use, unless Syncer has expressly given consent.
If Syncer is required by a statutory provision or court order to provide the confidential information to a person or party designated by law or competent court, and Syncer cannot invoke a right of non-disclosure, Syncer is not required to pay any damages and the Client is not entitled to terminate the Agreement.
Syncer and the Client shall impose the duty of confidentiality on the third parties they engage.

Article 21 - Intellectual Property Rights

All intellectual property rights of Syncer, including Software made available to the Client, plug-ins, data files, programs, equipment and/or other materials including but not limited to designs, analyses, reports, documentation and quotations and all preparatory material, rest exclusively with Syncer and/or third parties or suppliers if those rights already belonged to others than Syncer.
The Client is prohibited from disclosing and/or reproducing, modifying or making available to third parties any items and software on which Syncer's IP rights and copyrights rest without Syncer's express prior written consent and an agreed financial compensation. If the Client wishes to make changes to items delivered by Syncer, Syncer must give express consent to the proposed changes.
The Client is prohibited from using the products on which Syncer's intellectual property rights rest other than as agreed in the Agreement. The Client only obtains a non-exclusive, non-transferable right of use of the website, unless expressly agreed otherwise.
The Client is also not permitted to alter or remove any indication of the confidential nature, copyrights, trade names, trademarks or any other intellectual property right from the website, documentation and/or other materials.
The Parties shall inform each other and act jointly against any infringement of Syncer's IP rights.
The Client indemnifies Syncer against any third-party claims relating to (alleged) infringements and/or third-party claims relating to what has been made available to the Client under the Agreement. The Client shall promptly inform Syncer of such infringements and/or claims.
Any infringement by the Client of Syncer's IP (and copy)rights shall be punishable by a one-off penalty of EUR 10,000 (ten thousand euros) and a penalty of EUR 500 (five hundred euros) for each day the infringement continues.

Article 22 - Indemnity and Accuracy of Information

The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records provided to Syncer in connection with the Agreement. The Client is also responsible for these where the data originate from third parties.
The Client indemnifies Syncer against any liability arising from non-fulfilment or untimely fulfilment of the obligations in the previous paragraph.
The Client indemnifies Syncer against third-party claims regarding intellectual property rights to the data and information provided by the Client which may be used in performing the Agreement, as well as regarding the content of the advice and reports prepared by Syncer.
If the Client provides electronic files, websites or information carriers to Syncer, the Client warrants that they are free of viruses and defects.

Article 23 - Complaints

If the Client is dissatisfied with the service or products of Syncer or otherwise has complaints about the performance of the Agreement, the Client must report such complaints as soon as possible, but at the latest within 14 days after the relevant event giving rise to the complaint. Complaints can be reported orally or in writing via info@dmws.nl with the subject "Complaint".
The complaint must be sufficiently substantiated and/or explained by the Client for Syncer to be able to handle it.
Syncer shall respond substantively to the complaint as soon as possible, but at the latest within 14 days of receipt.
The Parties shall try to reach a solution together.

Article 24 - Applicable Law

The legal relationship between Syncer and the Client is governed by Dutch law.
Syncer may unilaterally amend these Terms and Conditions. The most current version is available on the website.
All disputes arising from or in connection with the Agreement between Syncer and the Client shall be settled by the competent court of the East Brabant district court (Eindhoven location), unless mandatory provisions of jurisdiction provide otherwise.

This English version is a courtesy translation. In the event of any inconsistency between this English version and the Dutch version, the Dutch version shall prevail.

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