Terms & Conditions

GENERAL TERMS & CONDITIONS (GTCs)

1.DEFINITIONS

“Agreement” means this Framework Agreement and all specific provisions set out in the applicable Order Form.
“Cloud Service” means any distinct, subscription-based, hosted, supported and on-demand solution provided by Provider or an authorized reseller of Provider under an Order Form.
“Confidential Information” means all information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its Representatives designates as confidential, internal and/or proprietary at the time of disclosure; or (ii) should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure.
“Client Data” means any content, materials, data and information that Client enter into the production system of a Cloud Service or that Client derives from its use and stores in the Cloud Service (e.g. Client-specific reports). Client Data does not include any component of the Cloud Services. Client Data and its derivatives will not include Provider’s Confidential Information.
“Deliverable” is the tangible or intangible output of the project/solution that is delivered to Client. It comprises of specific Work Products, which are explicitly identified under the Scope Document (Order Form).
“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
“License Terms” means the terms under which Client procured the rights to use Provider’s Software or a Cloud Service.
“Order Form” means the applicable ordering document for Services that references these GTCs.
“Provider’s Materials” means any materials (including statistical reports) provided, developed or made available by Provider (independently or with Client’s cooperation) in the course of performance under the Agreement.
“Provider’s Software” or “Software” means the software licensed as specified in the Order Form between Provider (or an authorized reseller) and Client; any new releases, updates or versions thereof made available under License Terms for provider’s Software and support; and any complete or partial copies of any of the foregoing.
“Scope Document” means the document (if any) that is provided with and becomes part of the Order Form and which defines the Services to be provided.
“Services” mean those service(s), to be provided as further defined by the specific Scope Documents (if any) and/or under an Order Form that references these GTCs.
“Taxes” means all transactional taxes, levies, withholding taxes and similar charges (and any related interest and penalties) such as sales tax, value added tax, goods and services tax, use tax, property tax, excise tax, service tax or similar taxes.
“Work Product” means any tangible or intangible output, which is completed as part of a project/solution and is produced by or with Provider, including works created for or in cooperation with Client.

Contract Formation

These GTCs are communicated along with Provider’s offer (Order Form), which Client needs to accept in writing within 30 calendar days.

The Parties shall enter into a binding Agreement only upon Provider’s written acknowledgement of Client’s acceptance.

These GTC’s are deemed read and accepted by Client upon the above-mentioned formal confirmation.

Provider reserves the right to modify the prices anytime, provided it notified the changes through a 30-day notice.

Provision of Services

2.1. Performance

Provider will provide the Services in accordance with the Order Form and these GTCs.

If any Service, in whole or in part, cannot be provided by Provider due to a Client issue, the time spent by Provider’s staff on such Service will be charged to Client.

2.2. Time is not of the Essence.

All dates with respect to performance of the Services are estimated and time shall not be deemed of the essence.

Deliverables installation/delivery lead times are for information only.

If the lead time is exceeded, depending on various particularities, including but not limited to Provider’s inability to control certain stages of the installation/delivery process, Client shall not be entitled to claim any damages whatsoever.

2.3. No Specific Acceptance

As a rule, Deliverables are not subject to a specific acceptance procedure unless it has been explicitly specified in the Order Form.

Upon delivery of a Deliverable, all Services associated with such Deliverable shall be deemed accepted.

Provider’s Deliverables are deemed accepted by Client prior to installation.

Unless otherwise provided in the Order Form, no retraction shall be accepted after installation.

Client Responsibilities

3.1. Access, System Security and Data Safeguards

Client will make the necessary arrangements to allow Provider to perform the Services, including but not limited to the availability of consistent, stable, and fast remote connectivity, the necessary authorizations for remote access to Client’s systems (whether on-site or hosted), the proper technical configuration for the execution of instructions from the outside, the satisfactory daily maintenance of its IT system, the full compliance with the instructions of use of the Software/Hardware, the implementation of administrative, technical, logical and physical procedures and safeguards to protect its system and all related data, and the proper daily log sheet.

If the Services are performed at Client premises, Client agrees to provide necessary access to its site including appropriate access to Client premises, computer systems and other facilities.

When Provider is given access to Client systems and data, Provider shall comply with Client reasonable administrative, technical, and physical safeguards to protect such Client Data and guard against unauthorized access, that the Client has notified to Provider with reasonable prior written notice of. Client shall not grant Provider access to Client systems or personal information (of Client or any third party) unless such access is essential for the performance of Services under the Agreement.

3.2. Client Cooperation

Client shall provide and make available all Client personnel as may be further addressed in an applicable Order Form or that Provider reasonably requires in connection with performance of the Services.

Client shall appoint a contact person with the authority to make decisions and to supply Provider with any necessary or relevant information expeditiously.

3.3 Client Acknowledgement

Client acknowledges that the Services/Software configuration and functionalities shall not be reused/extended after the termination of the Agreement.

Fees and Payment

Client shall pay fees as stated in the Order Form. If Client does not pay any fees (and Taxes) in accordance with the terms of the Agreement then, in addition to any other available remedies, Provider may suspend the provision of Services until payment is made. Provider shall provide Client with prior written notice before any such suspension. Any fees (and taxes) not paid when due shall accrue interest at the maximum legal rate of 15%.

All fees and other charges described either in this Agreement or in the Order Form are subject to applicable Taxes, which will be charged for and payable in addition to fees under the Agreement.

Term & Termination

5.1. Term of the Agreement

The Agreement becomes effective as of the Effective Date specified in the Order Form and shall remain in effect until the End Date as specified in the Order Form or on completion of the Services in accordance with the Agreement, unless otherwise terminated earlier by either party in accordance with these GTCs.

The duration of the first subscription term and the auto-renewal terms shall be specified in the Order Form.

Pricing shall be guaranteed over the duration of the then current term, except in case Client waived such right by opting for a Services plan without fixed term.

5.2. Termination of Agreement

Either party may terminate the Agreement:

a) for cause upon 30 days’ prior written notice of the other party’s material breach of any provision of the Agreement (including Client failure to pay any money due within 30 days of the payment due date) unless the breaching party has cured such breach during the 30-day period;
b) immediately if the other party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or otherwise materially breaches Section Confidentiality of these GTCs.

Provider may terminate the Agreement immediately if Client breaches Sections 5, 6, 7 of these GTCs.

Unless otherwise agreed in the Order Form, the auto-renewal shall apply by default. Notwithstanding the foregoing, either party may terminate the Agreement at the end of the then current Term, upon 90-days prior written notice to the other party.

5.3. Effect of termination

Client shall be liable for payment of all costs, fees, and expenses up to the effective date of termination for:

a) any completed, partially completed, or scheduled Services from any phase or milestone;
b) any reasonable committed costs or expenses; and
c) any non-refundable travel costs including visa costs and related expenses.

The termination of any particular Service in accordance with this Section 5 shall not cause or result in termination of any other Services ordered under the same Order Form, nor shall termination of an Order Form or any particular Service under it result in termination of any separate Order Form between the parties.

5.4. Survival

Sections 1, 4, 5, 6, 7, 8, 10, 11, 12, and 13 of these GTCs survive the expiry or termination of the Agreement.

Intellectual Property

6.1. Provider Ownership on the Software

Provider is the legitimate holder of all intellectual property rights, including copyrights, related to the Software, its configuration (whether or not on-site) and any accompanying documentation, whether digital or paper.

The title of all intellectual property rights shall stay at all times with Provider, regardless of the subscription format and any technical specifications agreed upon by the Parties and reflected in the Order Form.

Any modification, adaptation, translation, “reverse engineering”, decompilation, disassembly or creation of works based on the software, as well as any modification, adaptation, translation, or writing of works based on the documentation is strictly prohibited.

6.2 Licence to Use the Software

Provider grants to Client a limited, non-perpetual, non-exclusive, non-transferable, non-sublicensable license to use Provider’ Software. The said license does not include the right to copy the Software, except for backup purposes, which shall need to be explicitly authorized and strictly specified in the Order Form.

The number of concurrent Authorized Users and their identification method and the requirements for adapting such number of Authorized Users among Client staff and partners shall be defined in the Order Form.

The license to use Provider’s Software shall be limited to the performance of licensee’s [business operations, to be further defined, background definition] for the duration of the first term from the effective date, as set out in the Order Form. This license will renew automatically for successive minimum one-year terms following its initial term but may be revoked pursuant to the terms of this Section and to any material breach of the contractual obligations binding the Parties.

Client shall notify Provider of its intent to move the [business operations] outside the [territory] specified in the Order Form and shall refrain from using the Software until Provider’s agreement thereof.

At any time, Provider may deny licensee of the right to use the Software in any territory where the compliance with mandatory local regulations is questioned and/or where any potential infringement of third-party intellectual property rights may occur.

Client must notify Provider in writing prior to any temporary decision to allow its third-party service providers to access the Software of Provider. Such access may be temporarily granted solely for purposes of supporting Client and provided that such third-party service provider is obligated under substantially similar written terms to protect Provider Confidential Information.

Client shall be responsible for breaches of the Agreement caused by its third-party service providers. Client must immediately notify Provider in writing if any third party gains unauthorized access to Provider proprietary materials or Confidential Information. Client shall take all reasonable steps to stop such unauthorized access.

The payment of the license fee as specified in the Order Form is a prerequisite to the license activation. Should Client not be complying with the terms and conditions of the present license, Provider shall have the right to suspend and terminate the license and all associated services.

The licensee may not transfer, assign, lease, sell or otherwise dispose of the software, whether temporarily or permanently.

The license to use is granted to the licensee and its Authorized Users only and may not be transferred to any third party without the prior written consent of Provider. Any transferee so authorized shall be bound by the terms and conditions of this license.

6.3. Provider Ownership on Services, Deliverables and Work Products

Except for any rights expressly granted to Client, Provider is the legitimate owner of all Intellectual Property Rights in and any derivative works of:

a) Provider Materials;
b) any Services, Deliverables and Work Products (including any techniques, knowledge or processes of the Services or Deliverables) whether or not developed for the Client.

Any Services, Deliverables and Work Products provided by Provider to Client prior to the execution of an applicable Order Form are the sole property and Confidential Information of Provider. If no Order Form is completed, all Services, Work Products and Deliverables must be returned or deleted and must not be used.

6.4 Licence to Use the Deliverables and Work Products.

Except otherwise provided in the Order Form, and if all amounts due under the Order Form are paid in full, Client will be granted a limited, non-perpetual, non-exclusive, non-transferable, non-sublicensable license to use any Deliverables and Work Products provided to it by Provider in order to run Client’s internal business operations. This license will be granted to the same extent and term as the Software License.

The license to use the Deliverables and Work Products shall be limited to the performance of Licensee’s [business operations, to be further defined] for the duration of the first term from the effective date, as set out in the Order Form. This license will renew automatically for successive one-year terms following its initial term but may be revoked pursuant to the terms of this Section and/or to any material breach of the contractual obligations binding the Parties.

Client shall notify Provider of its intent to move the [business operations] outside the [territory] specified in the Order Form and shall refrain from using the Deliverables and Work Products until Provider’s agreement thereof.

At any time, Provider may deny licensee of the right to use the Deliverables and Work Products in any territory where the compliance with mandatory local regulations is questioned and/or where any potential infringement of third-party intellectual property rights may occur.

Client must notify Provider in writing prior to any temporary decision to allow its third-party service providers to access the Deliverables, Work Products. Such access may be temporarily granted solely for purposes of supporting Client and provided that such third-party service provider is obligated under substantially similar written terms to protect Provider Confidential Information.

The licensee may not transfer, assign, lease, sell or otherwise dispose of the Deliverables and Work Products, whether temporarily or permanently.

The license to use Deliverables and Work Products is granted to the licensee and its Authorized Users only and may not be transferred to any third party without the prior written consent of Provider. Any transferee so authorized shall be bound by the terms and conditions of this license.

Confidentiality

7.1. Use of Confidential Information

The receiving party shall:

a) maintain all Confidential Information of the disclosing party in strict confidence, taking all necessary steps to protect the disclosing party’s Confidential Information.
b) not disclose or reveal any Confidential Information of the disclosing party to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement.
c) not use or reproduce any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and
d) retain any and all confidential, internal, or proprietary notices or legends which appear on the original and on any reproductions.

Client shall treat all information about the Agreement, its terms and conditions, the pricing or any other facts relating thereto as Confidential Information of Provider and protect the same from disclosure to third parties in accordance with this Section 7.

Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 7.

7.2. Compelled Disclosure

The receiving party may disclose the disclosing party’s Confidential Information to the strictly limited extent required by law, regulation, court order or regulatory agency and it shall explicitly request that all Confidential Information that is so disclosed is accorded confidential treatment.

7.3. Exceptions

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

a) is independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information;
b) has become generally known or available to the public through no breach by the receiving party;
c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions;
d) is lawfully acquired free of restriction by the receiving party from a third party having the right to furnish such Confidential Information; or
e) the disclosing party agrees in writing is free of confidentiality restrictions.

7.4. Destruction and Return of Confidential Information

Upon the disclosing party’s request or the effective date of expiration or termination of the Agreement, except to the extent it is legally entitled or required to retain the Confidential Information, the receiving party shall promptly destroy or return to the disclosing party, at the disclosing party’s election, all materials containing the disclosing party’s Confidential Information and all copies thereof, whether reproductions, summaries, or extracts thereof or based thereon (whether in hard-copy form or on intangible media).

7.5. Data Processing (GDPR)

Provider undertakes to comply with the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) in order to respect the privacy of its users and protecting their personal data in accordance.

Provider incorporates the full GDPR Data Processing Statement at the end of the present GTCs. It sets out Provider’s acknowledgement and commitments on the matter.

7.6 Client Data and Business Intelligence Specific Confidentiality Provisions

Except as otherwise required by law, Provider shall treat all Client Data and any business intelligence data as strictly confidential and will only disclose it to employees or subcontractors who have a need to know.

Provider’s confidentiality obligation shall survive the termination of the any business agreements between the Parties.

Publicity

Neither party will use the name of the other party in public activities without the prior written consent of the other, except that Client agrees that Provider may use Client’s name in Client listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of Provider’s marketing efforts (including reference calls and stories, press testimonials, site visits).

Client agrees that Provider may share information on Client with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Client employee’s contact information with Provider.

Feedback

Client may at its sole discretion and option provide feedback. In such instance, Provider and its affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such feedback without restriction, compensation or attribution to the source of the feedback.

No complaint notification entitles Client to suspend outstanding payments.

Warranty

10.1 Provider warrants that:

a) its Services will be performed in a professional workman-like manner with the skills reasonably required for the Services; and
b) the warranty period for Deliverables (if any) resulting from any subscription-based Services will in no event exceed the termination date of the subscription-based Services.

While Provider does not warrant error-free or uninterrupted operation of the Services, it shall use best efforts to address them in accordance with the service level agreement provisions (SLA).

10.2. Notification

Client shall notify Provider within 90 days of provision of the Service or Deliverable in writing of the alleged warranty breach and provide Provider with a precise description of the problem and all relevant information reasonably necessary for Provider in order to rectify such warranty breach.

10.3. Remedy

Provided Client has accurately notified Provider in accordance with Section 10.2 of a warranty breach and Provider validates the existence of such warranty breach, Provider will, at its option:

a) re-perform the applicable Services or Deliverable; or
b) refund the fee paid or reallocate quota for the specific non-conforming Service or Deliverable.

The above constitutes Client’s sole and exclusive remedy for a warranty breach.

The Parties acknowledge that corrections and software upgrades may be covered by a maintenance contract whose terms shall be detailed in the present GTCs or attached to the Order Form.

10.4. Exclusions

This warranty shall not apply:

a) if the Services, Work Product, or any Deliverables are not used in accordance with any applicable documentation provided; or
b) if the alleged warranty breach is caused by a modification to the Deliverable by Client, or by a third-party software.

Third Party Claims

11.1. Claim brought against Client.

Provider will defend Client against claims brought against Client and its Affiliates by any third party alleging that Client’s and its Affiliates’ use of the Deliverables infringes or misappropriates a patent claim, copyright or trade secret right belonging to such third party. Provider will indemnify Client against all damages finally awarded against Client (or the amount of any settlement Provider enters into) with respect to these claims.

Provider’s obligation under the above paragraph will not apply if the alleged claim results from:

a) use of the Deliverable in conjunction with any other software, services, or any product that Provider did not provide;
b) use of the Deliverable provided for no fee;
c) Client’s failure to timely notify Provider in writing of any such claim if Provider is prejudiced by Client’s failure to provide or delay in providing such notice;
d) modification of the Deliverable by Client or by a third party on behalf of Client;
e) anything that Client provides to Provider including configurations, instructions, or specifications in relation to Services; or
f) any use of the Services not permitted under the Agreement.

Provider expressly reserves the right to cease such defense of any claim in the event the applicable Deliverable is no longer alleged to infringe or misappropriate the third party’s rights.

11.2. Claim Brought Against Provider

Client shall defend Provider against claims brought against Provider by any third party arising from or related to:

a) any Client use of the Services in violation of any applicable law or regulation; and
b) an allegation that the Client Data, Client’s use of the Services or anything Client has provided to Provider including access to third party software or proprietary information violates, infringes or misappropriates the rights of a third party.

The foregoing shall apply regardless of whether such damage is caused by the conduct of Client or by the conduct of a third-party using Client’s access credentials.

Limitation on Liability

12.1. No Cap on Liability

Neither party’s liability is capped for damages resulting from:

a) death or bodily injury arising from either party’s gross negligence or willful misconduct;
b) any failure by Client to pay any fees due under the Agreement.

12.2. Liability Cap for Services

Except as set forth in Section 12.1 above, and regardless of the basis of liability (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation or breach of statutory duty, breach of warranty, or claims by third parties from any breach of this Agreement), the maximum aggregate liability of Client (and its Affiliates) and of Provider (and its Affiliates, licensors or subcontractors) arising out of or accruing under or in connection with the Agreement to the other or any other person or entity shall not exceed (i) for Services (other than subscription based Services), the fees paid for the applicable Services under the relevant Order Form, or (ii) for subscription based Services, for all events (or series of connected events) arising in any 12 month period, the annual fees paid for subscription based Services associated with the damages arising in that 12 month period.

12.3. Exclusions to Damages

In no case will:

a) either party (or its respective Affiliates or Provider’s subcontractors or licensors) be liable to the other party for any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages; and
b) Provider be liable for any damages caused by any Services provided for no fee.

MISCELLANEOUS

13.1. Severability

If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

13.2. No Waiver

A waiver of any breach or obligation of the Agreement is not deemed a waiver of any other breach or obligation.

13.3. Counterparts

The Agreement may be signed in counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Electronic signatures via DocuSign or any other form as determined by Provider are deemed original signatures.

13.4. Trade Compliance

Provider and Client shall comply with Export Laws in the performance of the Agreement. The Services, Work Products and Confidential Information are subject to Export Laws. Client is solely responsible for compliance with Export Laws, including obtaining any required export authorizations if Client exports or re-exports the Services, Work Products and Confidential Information.

Upon Provider’s request, Client shall provide information and documents to support obtaining an export authorization. Provider may immediately terminate the affected Services upon written notice to Client if:

a) the competent authority does not grant such export authorization within 18 months; or
b) Export Laws prohibit Provider from providing the Services to Client.

13.5. Notices

All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from Provider to Client may be in the form of an electronic notice to the Client’s authorized representative or administrator.

13.6 Assignment

Without Provider’s prior written consent Client may not assign, delegate, or otherwise transfer the Agreement (or any of its rights or obligations) to any party. Provider may assign the Agreement to any of its Affiliates.

13.7. Subcontracting

Provider may use subcontractors to provide all or part of the applicable Services under the Agreement. Provider is responsible for the performance of any Services by a subcontractor to the same extent as it would be if performed by its own employees.

13.8. Relationship of the Parties

The parties to the Agreement are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created by the Agreement.

13.9. Non-Solicitation

Neither party shall solicit or hire, any of the other party’s employees involved in the Services during the term of the applicable Order Form and for a period of 18 months from the termination thereof, without the express written consent of the other party. This provision shall not restrict the right of either party to recruit generally in the media.

13.10. Force Majeure

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

13.11. Governing Law & Jurisdiction

The Agreement and any claims (including any non-contractual claims) arising out of or in connection with this Agreement and its subject matter will be governed by and construed under the laws of Belgium and submitted to the competent courts of Liège.

The UN Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

13.12. Entire Agreement

The Agreement constitutes the complete and exclusive statement of the agreement between Provider and Client in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them.

The Agreement may not be modified except as agreed by both parties by an executed written amendment, or as otherwise permitted under the Agreement. Terms and conditions of any Client issued purchase order shall have no force and effect, even if Provider accepts or does not otherwise reject the purchase order.

Nothing in this Agreement shall limited or exclude any liability for fraud.

Mobile Application (SYNERTRACKER) T&Cs

Mobile Application Purposes

The purpose of the Mobile Application Service is to provide the Services through mobile technology.

The Mobile Application Service commercial conditions are described in the confirmed Order Form.

Terms and conditions of use

By using the Mobile Application Service, you agree to :

Comply with the laws and regulations in force;
Refrain from using the mobile application for purposes that are illegal or contrary to these terms and conditions;
Refrain from infringing the intellectual property rights of Synerglass-Soft or third parties;
Refrain from altering, modify or circumvent the security measures of the mobile application;
Refrain from using the mobile application in an abusive manner or by disrupting its proper operation.

Synerglass-Soft reserves the right to suspend or terminate access to the mobile application in the event of a breach of these terms of use.

Protection of personal data

The use of Synerglass-Soft Mobile Application may involve the collection and processing of personal data. Synerglass-Soft undertakes to comply with the laws and regulations in force regarding the protection of personal data.

You can consult our privacy and cookie policies and our GDPR Data Processing Statement which are incorporated by reference hereby to find out more about the collection, processing, storage in the cloud and protection of your personal data.

Sign-Up Mandatory Procedure

You need to sign up for a user account by providing all required information in order to access or use the Mobile Application Service.

You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign up process; (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete; and (iii) to expressly (e.g., box ticking) agree to the present T&Cs and privacy-related documents incorporated here by reference.

Otherwise, Provider may immediately suspend or terminate the Services.

Warranty Disclaimer

The Mobile Application Service is provided “as is”. Synerglass-soft hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Synerglass-Soft does not make any warranty that the Mobile Application Service will be error free or that access thereto will be continuous or uninterrupted.

Limitation of Liability

You agree that Synerglass-Soft shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the Mobile Application Service, even if Synerglass-Soft has advised of the possibility of such damage. In no event shall Synerglass-Soft’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you during the twelve (12) months prior to the first event giving rise to such liability.

Indemnification

You agree to indemnify and hold harmless Synerglass-Soft from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Mobile Application Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; or (iv) any claim arising from feature bugs or content of the Mobile Application by either you or a third party;. This indemnification obligation will survive these Terms and your use of the Mobile Application Service.

Intellectual property rights

Synerglass-Soft retains full title and property on the Mobile Application and it is the legitimate and exclusive holder of all Intellectual Property rights linked to the Mobile Application content (including but not limited to texts, images, videos, logos) and the Services and Documents associated with it.

The use of the Mobile Application does not confer users with any claim on any intellectual property rights.

Any reproduction, representation, modification, commercial or non-commercial use, in whole or in part, of the mobile application and/or its content is prohibited, except with the prior written consent of Synerglass-Soft.

Modification of terms and conditions

Synerglass-Soft reserves the right to modify these terms and conditions at any time, by publishing an updated version on its website or by informing users by e-mail. Changes will come into effect on the date of their publication or notification to users.

Final provisions