These general terms and conditions (hereinafter the 'General Terms and Conditions') shall apply to any agreement concluded between SYNETON BV, having its registered office at 2880 Bornem, Puursesteenweg 390 bus C and with company number 0475.384.429 (RPR - Antwerp, department Mechelen) (hereinafter 'SYNETON'), and the customer.
The customer/licensee: the professional customer who uses the services of SYNETON for professional or mixed purposes, with the exception of consumers. Belgian consumer protection legislation does not apply.
Software (such as AdminPulse, Admin-IS, Admin-Consult, AdminPower, Admin-Mobile, Admin-DMS, Admin-Analytics, Admin-Sync, Admin-App, Admin-News, Admin-Survey, Admin-Search, Syneton Exact Connector, link “Sociaal Secretariaat”)
If the customer has questions or problems regarding the functionality of the software and/or the services, the SYNETON online helpdesk may be used. This service is payable unless otherwise agreed.
Courses/training on the use of software (such as Syneton University)
Application and acceptance of general terms and conditions
By ordering our software, or by registering for the AdminPulse test period, the customer acknowledges that it has read and agreed to these general terms and conditions and accepts their application.
These general terms and conditions can always be consulted on Syneton's website.
Only these general terms and conditions shall apply to the agreements between SYNETON and the customer, to the exclusion of any of the customer's own general terms and conditions, even if the latter stipulate that they shall be the only ones. SYNETON's failure to demand the strict application of all or any of the provisions of these general terms and conditions shall in no way be construed as an implied waiver of these general terms and conditions and of the rights it derives from them.
SYNETON has the right to change the general terms and conditions at any time by a modification on the website. Such amendment will be announced by SYNETON on the website within a reasonable time in advance, as well as through the SYNETON communication channel to existing customers.
Realisation of an agreement
Offers made by SYNETON are entirely non-binding and shall only be considered as an invitation to the placing of an order by the customer.
An offer shall only be valid for the specific order to which it relates and shall therefore not automatically apply to subsequent similar orders. Offers only include services expressly mentioned therein.
AdminPulse free trial period
Each (potential) customer may benefit from one (1) month's free use of AdminPulse as a trial period prior to the conclusion of an Agreement. For this purpose, the customer fills in the free trial account form on the AdminPulse website. The use of AdminPulse during the trial period does not imply any obligation to order.
All information provided by the customer must be complete, accurate and truthful. SYNETON reserves the right to request additional information from the customer regarding, but not limited to, its activities and creditworthiness. The customer shall immediately and fully inform SYNETON of any change in the aforementioned information. SYNETON reserves the right, in the event the customer refuses or fails to provide the aforementioned information, or in the event of any doubt on the part of SYNETON as to the identity, activities or their admissibility, acceptance or fulfillment of the order, to refuse. Under no circumstances shall SYNETON's refusal to accept an order give rise to any indemnity.
At the request of the (potential) customer we make an order form. A valid order requires at least the following information to be provided by the customer:
• Basic customer identification data with valid email address;
• desired application(s) and number of users;
• any consultancy and/or training required;
• invoicing data
An AdminPulse order via the website
Training courses/consultancy order
The training courses/consultancy sessions are given in half-day sessions (of 4 hours), extra half-hour sessions are charged at the hourly rate mentioned on the order form.
If the customer wishes to use the KMO-portefeuille for the (partial) payment of training courses/consultancy sessions, this is in accordance with the conditions as stated on the website of the Agentschap Innoveren en Ondernemen about KMO-portefeuille. Syneton cannot be held liable for any problems with the use of the KMO-portefeuille.
The agreement between SYNETON and the customer shall be final and binding upon the placing by the customer of a valid order and its acceptance by SYNETON.
This agreement implies that the customer shall have the right to use the applications and services ordered, subject to payment. Under no circumstances shall this imply any transfer of ownership by SYNETON to the customer.
User account and login
A user account gives the customer access to the ordered applications and associated services. This is accompanied by the allocation of the number of logins ordered. The number of logins corresponds to the number of users authorised by SYNETON. A login is individual, belongs to only one person and may not be shared with and/or by several people. For each login, each user of the customer must set a unique, secure and secret password belonging to his personal information.
The user is responsible for the protection and security of his user data such as, but not limited to, his username and password. The customer and his appointees shall be presumed not to transfer this information to third parties and to immediately sanction any unauthorised use, as well as to notify SYNETON without delay. Any loss or misuse of the personal data associated with the user account and the associated logins shall in no way give rise to any liability on the part of SYNETON.
The software and accompanying documentation may not be copied, except that the licensee may make one (1) copy (back-up) for his own use. A back-up may be made as often as the licensee wishes, provided that the old back-up is destroyed, so that no more than one (1) copy of the software exists at any one time.
The licensee may not make any changes to the software without Syneton's written permission.
AdminPulse is "software as a service". The mere communication of the user account (with associated logins) to the client will be regarded as delivery of AdminPulse as described under the agreement.
Commissioning of AdminPulse by the customer equals acceptance of the delivery.
Commissioning and access to AdminPulse by the customer presupposes an internet connection and the use of a modern web browser. If an outdated web browser is used, the customer may not be able to use all functions of AdminPulse or these functions may not function optimally. SYNETON is in no way responsible for this.
The delivery (installation) of the software shall be carried out as agreed with SYNETON's customer service department.
Training and other services
These take place according to the agreement with Syneton’s customer service department or Syneton University.
Prices are expressed in euros and excluding VAT.
Under no circumstances can SYNETON guarantee the invariability of its prices for a given period. Prices may change in the event of changes in labour costs, cost of components/services, social security contributions and government charges, cost of materials and components, exchange rates and/or other costs. If necessary, SYNETON shall be entitled to adjust its prices up to a maximum of two (2) times a year.
The price for AdminPulse is always listed on the AdminPulse website. If the price changes, the new price will be notified to existing customers via the SYNETON communication channel at least one (1) month before it takes effect.
As long as the right of use lasts, the licensee shall be entitled to maintenance of the software against payment of the maintenance fee, which shall be adjusted annually in accordance with the consumer price index.
Invoices are sent to the contact details provided by the customer. The customer shall keep SYNETON informed in good time of any changes to these details. By ordering/purchasing SYNETON's products and/or services, the customer expressly agrees to the use of electronic invoicing by SYNETON, subject to written agreement between the parties.
The customer accepts that Syneton sends invoices electronically/digitally. Syneton always has the right to send invoices via conventional means of communication. The customer acknowledges that he is responsible for the appropriate preservation of the electronic/digital invoices and for the fulfilment of all other legal requirements regarding the receipt of electronic/digital invoices.
Invoices can only be validly protested in writing by registered letter within fourteen (14) calendar days of the invoice date, stating the invoice date, invoice number and detailed justification.
Invoices must be paid on the due date stated on the invoice. In case of non-payment at the latest on the due date of the invoice, default interest will be due ipso jure in accordance with the law of 2 August 2002 concerning late payment and a fixed compensation equal to 10% of the amount of the invoice, without prejudice to Syneton's right to claim additional damages.
The unconditional payment of a part of an invoice amount is considered as explicit acceptance of the total invoice.
Invoicing of AdminPulse by SYNETON takes place on a monthly or annual basis in accordance with the agreement and starts after entering into the agreement (order) and after the end of the test period. Invoicing will always take place prior to the performance of the services for the following period.
Other software and services
Syneton uses CashflowByWeb®, offered by The Invoice Managers BV, for debtor follow-up. Between the customer and Syneton, electronic messages, connections, operations on the CashflowByWeb system will be proven by means of logbooks and files that are kept electronically by CashflowByWeb®. The customer accepts the evidential value of these data. This probative value does not prevent the parties from providing any proof with the relevant legal means.
Duration and termination of the agreement
The agreement to access and use SYNETON's products and services is entered into for an indefinite period of time, unless expressly agreed otherwise in writing.
The right of use of the software lasts until explicitly cancelled or expires after the expiry of the period during which it was granted.
In any event, the termination by the customer must take place before SYNETON has invoiced the following period. If notice of termination is given after SYNETON has already invoiced, the customer shall pay this invoice on time, even if it does not intend to make any further use of the agreement.
In the event of termination of the agreement by the customer, amounts already paid to SYNETON shall remain definitively acquired and shall not be refunded, regardless of (the duration of) the period to which the payment/invoicing relates.
Syneton has the right to terminate the right of use with immediate effect if the licensee fails to comply with his obligations. SYNETON will inform the customer in writing by email of the termination of the agreement. See "Deactivation and consequences" for the consequences thereof.
AdminPulse, AdminPower, Link “Sociaal Secretariaat”
The licensee may terminate the right of use at any time, provided this is done in writing (preferably by registered mail) and at least 1 month before the start of the next period of use.
Other software and services
The licensee may terminate the right of use at any time provided that this is done in writing (by registered mail) and at least 3 months before the start of the next period of use.
Deactivation and consequences
Upon termination of the agreement, the customer's user account shall be immediately deactivated by SYNETON. SYNETON shall notify the customer by e-mail.
If the agreement is terminated by the customer, the customer shall be obligated to export its input data through the available export tools prior to termination and on its own initiative. Conversely, if the agreement is terminated by SYNETON, the customer shall export its input data using the available export tools within the period notified by SYNETON upon notice of termination.
In the event of a breach by the customer of the provisions of this clause, SYNETON reserves the right to retain the input data referred to above, on the basis of which it shall treat them with the necessary confidentiality and shall not disclose them to the public. However, in such a case, SYNETON shall also have the right to erase the input data over time and charge the cost to the customer after the expiry of the agreement between the parties. This cost shall be invoiced to the customer by means of an invoice with a term of payment of thirty (30) calendar days.
Under no circumstances shall the professional customer have the right of revocation.
SYNETON reserves the right, in the event of cancellation of an order, even partially, but in any case prior to delivery, to charge the customer compensation amounting to 10% of the price of the cancelled order, excluding VAT, without prejudice to SYNETON's right to compensation for the higher damage actually suffered if it can prove it.
Recorded training sessions can be cancelled free of charge up to 3 days before the date at the latest, and a new date will be set.
If the customer cancels the training within three days before the date, Syneton has the right to charge a compensation of 50% of the value of the training.
If Syneton, unilaterally and without reason, cancels the training within three days before date, the customer has the right to charge a compensation of 50% of the value of the training.
If Syneton, in consultation with the customer, wishes to move the training - also within three days before the training - the customer is not entitled to compensation.
If, due to force majeure (illness of the trainer, exceptional weather conditions, accident, other situations that make the training impossible outside Syneton's control), Syneton has to postpone the training, the customer is not entitled to any compensation, not even if this occurs on the day of the training itself. In consultation with the customer, Syneton will propose another date.
SYNETON regularly sends service related announcements, administrative messages and newsletters. At all times the customer has the possibility to unsubscribe from these newsletters. Given that these communications are considered to be an inherent part of the service, the customer may not in any way hold SYNETON liable for changes of any kind of which the customer would normally have been informed by the communication but were not aware as a result of its unsubscription.
With regard to the input data
All data entered by the customer when using the SYNETON products and services (hereinafter "Input data") shall be treated confidentially by SYNETON to the best of its ability and with due care.
SYNETON will limit itself to merely analyzing the user behavior of its customers by means of improving its services. A list of employees who have access to the input data can be requested by sending an email to firstname.lastname@example.org. Only at the express request of the customer within the framework of the helpdesk shall SYNETON exceptionally grant other employees access to the input data with a view to a rapid and targeted solution to the customer's problem.
SYNETON acts as a facilitator for the processing of the customer's input data and should therefore be regarded as a mere processor. The customer is and shall remain ultimately responsible for his processed input data and its content. Processing via SYNETON may take place anywhere in the world, and by means of the techniques it deems sufficient for that purpose.
Each customer is obliged to grant the necessary confidentiality to its input data and to ensure that this is also respected by third parties to whom it grants access to its user account.
SYNETON shall only grant access to its customer's input data to third parties where it is legally obliged to do so and is validly requested to do so (e.g. in the context of a legal investigation or where it is required to do so by judgment). Any cost or damage caused to SYNETON by such access shall be borne by the customer.
With regard to cooperation
Any information (such as, but not limited to, company data, customer lists or payroll data) exchanged between SYNETON and a (potential) customer prior to a cooperation between the parties to investigate the possibilities of a possible cooperation will be treated as confidential by each of the receiving parties. The same obligation shall apply to any information exchanged between the parties during the course of the cooperation. However, this obligation of confidentiality shall not in any case mean that any ideas discussed between the parties which may serve to improve or extend SYNETON's services may not subsequently be developed and marketed by and on behalf of SYNETON, to the exclusion of any claim by the customer.
The receiving party may disclose such confidential information to its employees only to the extent that its employees need to know it in order for them to be able to cooperate. Each of the receiving parties shall be bound by an obligation of permanent secrecy, unless the enhanced information has become public knowledge through no fault or omission of the receiving party, or the receiving party is under a legal obligation to disclose. Each of the receiving parties undertakes not to exploit or apply the information in any way whatsoever for any purpose other than to investigate possible cooperation between the parties.
Neither party receiving an application for intellectual property protection, anywhere in the world, with respect to the information augmented to it, nor shall it allow anybody to do so, except with the express consent of the providing party.
A customer is deemed not to provide (confidential) information/data (e.g. an Excel sheet of data) to SYNETON in any way or for any reason. If, however, this is deviated from by explicit action on the part of the customer, he acknowledges that he is acting entirely at his own risk. In such a case, SYNETON does not guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the input data.
Under no circumstances can SYNETON be held responsible for the loss or incorrect use of its customers' input data.
Except in the case of fraud or wilful misconduct, SYNETON shall not be held contractually or extra-contractually liable for any indirect, immaterial or consequential damage suffered by the customer as a result of any failure on the part of SYNETON in the performance of its obligations towards the customer.
Under no circumstances shall SYNETON permit the use of its products and services for, inter alia, but not limited to, illegal or unlawful purposes, or for the transmission of data that is illegal, defamatory, invasive of a person's privacy, offensive, threatening, harmful or violating a person's intellectual property rights.
The destination of the use of the products and services is the full responsibility of the customer. Under no circumstances does the customer guarantee to use the products and services for the transmission of "junk mail", "spam", "chain mail", "phishing" or any other unwanted mass distribution of email. Use of the products and services is at the customer's own risk. The customer hereby expressly acknowledges that the products and services are provided by SYNETON without any representations or warranties of any kind, express or implied. Thus, SYNETON makes no warranties with respect to these products and services or the information provided therewith.
Without prejudice to the generality of the preceding paragraph, SYNETON does not warrant that: (i) the products and/or the services and/or the website will be continuously available, virus free, timely or completely secure, or (ii) the information provided by the products and the services is complete, correct, accurate or not misleading. SYNETON shall not be held liable for any damage that may result from this on the part of the customer.
The customer is in any case personally responsible for any damage to his computer program or equipment after use of the products and services. All statements on the website relating to the reliability and security of the products and services constitute a mere description of SYNETON's best-efforts obligation. Thus, SYNETON will act at all times to the best of its ability and in its sole discretion. For further explanation of the entries on the website, SYNETON always refers to the contents of these terms and conditions.
In no event shall SYNETON be liable for any indirect, special or consequential damages, loss of business, loss of income, loss of profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, loss or damage to information or data, or any other damage caused by the use of the products and the services. This limitation of liability shall also apply after SYNETON has been expressly advised of the potential loss of the customer. Nor shall SYNETON be liable for defects caused directly or indirectly by an act of the customer or a third party, whether caused by error or negligence.
The liability of SYNETON shall in any event be limited to the amount for which SYNETON is insured and in any event limited to the liability imposed by law.
The customer acknowledges that SYNETON does not warrant that the products and services will comply with any regulations or requirements in force in any jurisdiction other than those in force in Belgium at the time of delivery to the customer by SYNETON, so SYNETON shall not be held responsible for any subsequent legislative changes of any kind.
If, for reasons of force majeure, SYNETON is unable to perform its obligations under the agreement or unreasonably aggravates the performance thereof, it shall be entitled to suspend the performance thereof, either in whole or in part and provisionally, for the duration of such force majeure or definitively, without being obliged to give any prior notice or to pay any compensation. If necessary, SYNETON shall undertake to renegotiate the terms of the agreement on a reasonable basis.
The following are conventionally considered as cases of force majeure: seizure, illness or unavailability of a substantial part of the employees, natural disaster, war, blockade, insurrection, strike or lock-out, seizure, shortage of means of transport, scarcity of services, restrictions on energy consumption and this either at SYNETON or at one of its suppliers.
SYNETON confirms that it holds the necessary licenses or other intellectual property protection and rights to offer its range of products and services. SYNETON retains all copyrights, trademark rights or rights granted to SYNETON in the service description, programs, software, concepts, texts, designs, drawings, models, photographs and services created by SYNETON. The customer shall not use and/or modify the intellectual property rights described in this clause without the prior, express and written consent of SYNETON, nor copy or use the services and/or rights for purposes other than those for which they are intended.
The customer authorizes SYNETON to include the customer's personal data provided in an automated database. SYNETON hereby acts in accordance with the Belgian Data Protection Act of December 8, 1992.
This information shall be used for the purpose of conducting information or promotional campaigns relating to the services and/or services offered by SYNETON under the contractual relationship between SYNETON and the customer.
The customer may at any time request that its data be communicated and corrected. If the customer no longer wishes to receive commercial information from SYNETON, the customer shall notify SYNETON.
General provisions, applicable law and jurisdiction
These general terms and conditions and the agreements are subject to Belgian law. Any disputes concerning the interpretation, validity or execution of these general terms and conditions and the agreements and related disputes in tort shall be subject to the exclusive jurisdiction of the courts of the judicial district in which SYNETON has its registered office, unless SYNETON expressly derogates therefrom.
The original language of these general terms and conditions is Dutch. Translations or documents drawn up in another language are always merely an encore to the customer.
The nullity or unenforceability of one or more provisions of these general terms and conditions and the agreements shall not affect the application of the other provisions hereof. Where appropriate, SYNETON and the customer shall, as far as possible and in accordance with their loyalty and convictions, negotiate to replace the void provision with an equivalent provision.