1. Definitions
In these general terms and conditions, the following terms have the meaning given below.
- Syncer: Syncer B.V., having its registered office at Stadhuisplein 10, 5611 EM Eindhoven, the Netherlands, registered with the Dutch Chamber of Commerce.
- Client: the legal entity or professional party that enters into an Agreement with Syncer or receives an offer from Syncer.
- Agreement: every agreement between Syncer and the Client for the delivery of Services, including these terms.
- Services: everything Syncer provides to the Client, including the App, the Self-serve subscription and Assisted migrations.
- App: the Syncer software, including the Shopify app available through the Shopify App Store and the related online environments.
- Self-serve subscription: the paid subscription under which the Client uses the App to configure and run migrations itself.
- Assisted migration: the service under which Syncer prepares, configures and runs a migration for the Client based on a quote.
- Client Data: all data that the Client, or a party acting on its behalf, makes available to Syncer or processes with the App, including product, customer and order data.
- In writing: by letter or email, or by acceptance in the App.
2. Applicability
2.1 These terms apply to every offer and quote from Syncer and to every Agreement between Syncer and the Client.
2.2 The Services are intended for businesses. Syncer does not enter into Agreements with consumers.
2.3 The Client's own purchasing or other terms do not apply, unless Syncer has explicitly accepted them in writing.
2.4 When the Client uses the App through the Shopify App Store, Shopify's terms also apply to the relationship between the Client and Shopify. Billing through Shopify does not affect these terms.
2.5 Deviations from these terms are only valid if agreed in writing. If a provision of these terms is invalid, the other provisions remain in force, and the parties will replace the invalid provision with a valid one that comes as close as possible to its purpose.
2.6 These terms are available in English, Dutch and German. If the versions differ, the Dutch version prevails.
3. Offers and formation of the Agreement
3.1 All offers and quotes from Syncer are without obligation, unless stated otherwise. A quote is valid for 30 days from its date, unless it states a different period.
3.2 A quote is based on the information the Client provides. If that information turns out to be incomplete or incorrect, Syncer may adjust the scope, price and planning.
3.3 The Agreement is formed when the Client accepts a quote in writing, when the Client activates a subscription in the App, or when Syncer starts the work at the Client's request, whichever happens first.
3.4 Syncer is not bound by obvious mistakes or errors in offers, quotes or prices.
4. Services
Demo
4.1 Syncer may offer a free demo version of the App with limited functionality and volume. The demo is provided as is, without any warranty, and Syncer may change or end it at any time.
Self-serve subscription
4.2 With a Self-serve subscription, the Client uses the App to configure and run migrations itself. The subscription costs €299 per month, unless a different price is stated at the time of ordering. No hours of Syncer staff are included.
4.3 Syncer makes reasonable efforts to keep the App available and working properly, but does not guarantee that it will be available without interruption or free of errors. Syncer may carry out maintenance and may improve or change the functionality of the App, provided its core functionality is not materially reduced.
Assisted migration
4.4 With an Assisted migration, Syncer prepares, configures and runs the migration for the Client. Prices start at €2,500. The scope, the hours included, the price and the planning are set out in the quote.
4.5 Work outside the agreed scope is additional work. Syncer estimates additional work before it starts and only carries it out after the Client has agreed. Additional work is charged at Syncer's applicable rates.
5. Prices and payment
5.1 All prices are in euros and exclusive of VAT and other government levies, unless stated otherwise.
5.2 Subscription fees are charged monthly in advance. If the Client installed the App through the Shopify App Store, the fees are charged through Shopify's billing system. Otherwise Syncer invoices them.
5.3 Assisted migrations are invoiced as set out in the quote. If the quote says nothing about this, Syncer may invoice in installments that match the progress of the work.
5.4 Invoices must be paid within 14 days of the invoice date. If the Client does not pay on time, the Client is in default without further notice and owes statutory commercial interest (wettelijke handelsrente) and reasonable extrajudicial collection costs.
5.5 If the Client does not pay on time, Syncer may suspend the Services, including access to the App, until the Client has paid in full.
5.6 Syncer may change the price of a subscription. Syncer announces a price change at least 30 days before it takes effect. If the Client does not accept the change, the Client may cancel the subscription before the change takes effect.
6. Term, cancellation and termination
6.1 A Self-serve subscription runs per month and renews automatically every month.
6.2 The Client can cancel the subscription at any time, effective at the end of the current billing period, by ending the subscription in the App, by uninstalling the App or by notifying Syncer in writing. Fees already paid are not refunded.
6.3 If the Client cancels an Assisted migration before it is completed, the Client pays for the work already performed and the costs Syncer has already incurred.
6.4 Either party may terminate the Agreement in writing with immediate effect if the other party materially fails to fulfill its obligations and does not remedy this within a reasonable period after a written notice of default, or if the other party is declared bankrupt, is granted a suspension of payments or ceases its business.
6.5 When the Agreement ends, the Client's access to the App ends. The Client is responsible for exporting or saving the data it wants to keep before that moment. Syncer deletes Client Data within a reasonable period after the Agreement ends, unless the law requires Syncer to keep it.
7. Obligations of the Client
7.1 The Client provides Syncer in good time with all access, information and cooperation needed to perform the Agreement, such as access to the source platform, the Shopify store and relevant accounts, apps and data sources.
7.2 The Client makes sure that complete and up-to-date backups of its data and stores exist before a migration starts and during the migration. Syncer is not responsible for restoring data that the Client has not backed up.
7.3 The Client guarantees that the Client Data is correct and complete, and that it is entitled to provide the Client Data and have it processed, including any personal data it contains.
7.4 The Client is responsible for its own Shopify subscription, third-party apps and other costs of third parties, unless agreed otherwise.
7.5 If the Client does not meet these obligations, or does not meet them on time, Syncer may suspend the work and charge the resulting extra hours and costs. Agreed timelines are extended accordingly.
8. Execution, delivery and acceptance
8.1 Syncer performs the Services with care and to the best of its ability. Unless explicitly agreed otherwise in writing, Syncer's obligations are obligations of effort (inspanningsverplichting), not obligations to achieve a specific result.
8.2 Agreed delivery dates and timelines are targets, not strict deadlines, unless explicitly agreed otherwise in writing. Exceeding a target does not entitle the Client to terminate the Agreement or to compensation, unless Syncer remains in default after a written notice of default that gives a reasonable period to comply.
8.3 Syncer takes measures to protect search engine rankings during a migration, such as redirects. Rankings, traffic and revenue also depend on search engines and other third parties. Syncer therefore does not guarantee specific rankings, traffic or revenue.
8.4 When Syncer reports that an Assisted migration has been delivered, the Client checks the result within 10 working days and reports any defects to Syncer in writing, with a clear description. The migration is considered accepted when this period ends without such a report, or when the Client takes the new store live, whichever happens first.
8.5 Minor defects that do not prevent the use of the store do not stand in the way of acceptance. Syncer repairs defects that fall within the agreed scope free of charge within a reasonable period. Limitations of Shopify, the source platform or third-party apps are not defects.
9. Intellectual property
9.1 All intellectual property rights in the App, the software, methods, mappings, templates, documentation and other materials of Syncer remain with Syncer or its licensors.
9.2 For the duration of the Agreement, the Client receives a non-exclusive, non-transferable right to use the App for its own business purposes, within the limits of the Agreement. The Client may not copy, sell, sublicense or reverse engineer the App, except where mandatory law permits this.
9.3 The Client Data remains the property of the Client. The Client grants Syncer the right to use the Client Data to the extent necessary to perform the Agreement. The migrated data in the Client's Shopify store belongs to the Client.
10. Confidentiality
10.1 Both parties keep confidential all information they receive from each other that is marked as confidential or that they should reasonably understand to be confidential, and use it only to perform the Agreement.
10.2 This obligation does not apply to information that is already public, that a party has lawfully obtained from a third party, or that a party must disclose by law or by order of a court or authority. The obligation continues after the Agreement ends.
11. Personal data
11.1 To the extent that Syncer processes personal data on behalf of the Client while performing the Agreement, the Client is the controller and Syncer is the processor within the meaning of the GDPR. Syncer processes this data only on the Client's instructions and takes appropriate security measures.
11.2 At the Client's request, the parties sign a data processing agreement. Until then, the processing is governed by these terms and, for use through the Shopify App Store, by the applicable Shopify terms.
11.3 How Syncer processes personal data for its own purposes is described in our privacy statement.
12. Liability
12.1 Syncer's total liability for an attributable failure to perform the Agreement, in tort or on any other ground, is limited to compensation of direct damage, up to the amount (excluding VAT) that the Client paid to Syncer under the Agreement concerned in the 12 months before the event that caused the damage.
12.2 Direct damage only means reasonable costs to establish the cause and extent of the damage, reasonable costs to make Syncer's performance conform to the Agreement, and reasonable costs to prevent or limit damage, to the extent the Client shows that these costs limited direct damage.
12.3 Syncer is not liable for indirect damage, including consequential damage, lost profit, lost revenue, missed savings, loss of search engine rankings or traffic, damage from business interruption, and damage from loss or corruption of data.
12.4 The limitations in this article do not apply if the damage is the result of intent or gross negligence on the part of Syncer or its management.
12.5 Liability for an attributable failure only arises if the Client promptly gives Syncer a written notice of default with a reasonable period to remedy the failure, and Syncer still fails to perform after that period. The notice must describe the failure as precisely as possible.
12.6 The Client must report damage to Syncer in writing as soon as possible, and in any case within 30 days after discovering it. Any claim for damages lapses 12 months after the event that caused the damage.
12.7 The Client indemnifies Syncer against claims of third parties relating to the Client Data or to the Client's use of the Services in breach of the Agreement or the law.
13. Force majeure
13.1 Syncer is not obliged to fulfill any obligation if it is prevented from doing so by force majeure. Force majeure includes failures or changes of third-party platforms and services that Syncer depends on (such as Shopify, source platforms, hosting and payment providers), disruptions of the internet or power supply, cyberattacks, government measures and failures of suppliers.
13.2 Syncer may suspend its obligations for the duration of the force majeure. If the force majeure lasts longer than 60 days, either party may terminate the Agreement in writing without being liable for damages. Services already performed are paid pro rata.
14. Changes to these terms
14.1 Syncer may change these terms. Syncer announces changes that affect running subscriptions at least 30 days before they take effect, by email or in the App.
14.2 If the Client does not accept a change, the Client may cancel the subscription before the change takes effect. Changes do not apply to Assisted migrations already agreed, unless the parties agree otherwise.
15. Applicable law and disputes
15.1 Dutch law applies to these terms and to every Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
15.2 The parties first try to resolve a dispute through consultation. Disputes that cannot be resolved in this way are submitted exclusively to the competent court in the district of Oost-Brabant, the Netherlands, unless mandatory law designates another court.
16. Contact
Questions about these terms? Contact Syncer B.V., Stadhuisplein 10, 5611 EM Eindhoven, the Netherlands, at roel@syncer.nl or through our contact page.
