Terms & Conditions

1.     Definitions

Synthetron: Synthetron NV/SA, with registered office at Meerlaan 38, 1910 Kampenhout, Belgium, under the number BE0464.953.464.

Customer: natural person, legal person or de facto association with which Synthetron has entered into a contract to supply the service.

Service order form (SOF ): the contract for service that is drawn up in writing then completed and signed by the Customer. It contains all useful data that permit Synthetron to evaluate the order or, in some cases, to accept it.

General Terms andConditions: the entirety of Synthetron’s and the Customer’s rights and obligations.

Pricelist: the list of prices charged for theservice(s) provided and any related services, where applicable.

Service(s): the software, support orconsulting services that Synthetron delivers to the Customer.

Contract: The SOF, the general terms andconditions, price list, in some cases the specific conditions and every writtenreference to this contract. All prior verbal or written arrangements agreementsrelating to the object of this contract are to be considered as non-existentand as replaced by this contract.

Working days: Monday through Friday from 8.30a.m. to 5.30 p.m., except for recognized national public holidays.

2.     Scope

2.1. These general terms and conditions apply to all orders, tenders and contracts relating to the services to the extent that the parties have not expressly specified otherwise in writing. These general conditions apply to the exclusion of the Customer’s general conditions.

The Customer is notified of the general conditions no later than when the SOF is provided. The general terms and conditions are also permanently available for consultation on Synthetron’s website and/or can be requested by calling its Customer Service department.

2.2. The Customer’s placement of an order is to be considered an acceptance of these general terms and conditions and where applicable any specific conditions relating to a given service.

2.3. Should the provisions in the documents that comprise the contract contradict one another, the following order of precedence shall apply:

a.    the SOF;

b.     the annexes to the SOF (tender, rates, technical specifications, any specific conditions);

c.      the general terms and conditions.

3.     Conclusion and duration of the contract

3.1. In placing an order the Customer agrees to purchase the services in question. The Customer places an order by sending Synthetron two signed original copies of a completed SOF, including annexes. If Synthetron does not respond within eight (8) working days of receiving the order, the order is considered as having been accepted.

3.2. The Agreement comes into force on the date Synthetron signs the Contract.  Synthetron enters this signature date on the Contract.

The Agreement is concluded for the term mentioned on the Contract.  If the Customer cancels, the Contract is terminated at a time chosen by the Customer, which may be immediately. In that case, Synthetron shall terminate the relevant Service as soon as technically possible and send a written confirmation of this to the Customer. If Synthetron cancels, Synthetron shall respect a one-month notice period.

3.3. Synthetron can ask the Customer to submit the following documents before entering into the contract:

·      identity card;

·       a copy of the articles of association published in the Belgian Official Journal as well as any changes made to them;

·       evidence of power of attorney or representation for a legal person or de facto association.

3.4. Synthetron reserves the right not to enter into a contract in the following cases:

·       technical reasons do not permit or do not reasonably permit it to deliver the services;

·       the Customer has not fulfilled his obligations under another contract relating to the services.

·       the technical or other information that the Customer provides to Synthetron for delivering the service is incomplete or incorrectly entered;

·       the Customer’s creditworthiness is questionable.

3.5. Each indication of a term of delivery, provided in whatever document, is only indicative. Synthetron undertakes to complete the order within a reasonable period.

3.6. If, ultimately, a failure to fill the order is the result of circumstances attributable to the Customer, the latter shall be required to reimburse all the costs that Synthetron has incurred at Synthetron’s customary rates and/or upon simple presentation of invoices or other documentary evidence.

3.7. Synthetron retains the right to demand, at the time of entering into the contract as well as during its course, that the Customer provide reasonable security – in the form of a guarantee or bank bond.Upon the Customer’s failure to pay the guarantee or provide the bank bond within the requested period, Synthetron can refuse to enter into the contractor may terminate it with immediate effect without the Customer having a right to any compensation.

4.     Synthetron’s obligations

4.1. Synthetron agrees to employ its skill and care to provide the Customer with the best possible quality of service. When service(s) are interrupted, the Customer must notify Synthetron of this as quickly as possible after which Synthetron will do all it can to restore service/the services as speedily as possible. A Customer Services department is made available to the Customer; it provides, as necessary, assistance with theService.

The Customer Services contact details are found on Synthetron’s website.

5.     The Customer’s obligations

5.1. The Customer agrees to fulfill the contract taking Synthetron’s interests into account. The Customer shall do nothing that could hinder Synthetron from delivering the service(s).

5.2. The Customer shall provide Synthetron with all the information that it needs to deliver the service(s). This includes but is not limited to promptly reporting changes to all relevant Customer data.Moreover, Synthetron must be notified promptly of all changes to this information so that it remains able to deliver services correctly.

5.3. The Customer agrees not to disrupt or hamper the operation of the service.

5.4. The Customer undertakes to comply with the specific (e.g. operational, qualitative, legal or safety) instructions regarding use of the service.

6.     Rates

For its services, Synthetron will charge the rates found on the price list and/or on the SOF for the services.

7.     Invoicing and terms of payment

7.1. Synthetron is entitled to issue an invoice as of the time the Customer accepts the service. If the Customer fails to accept within 5 working days of Synthetron’s request for acceptance, Synthetron will consider the service as having been accepted.

Synthetron will send to the Customer an invoice for the services provided to the Customer at the timings as agreed on the SOF.  If no timings are defined in the SOF, Synthetron will send a monthly invoice. Invoices must be paid within thirty (30) days of the invoice date by bank transfer to an account that Synthetron shall designate.

7.3. When the Customer has not received the invoice, he must afterwards pay the invoice amount that Synthetron shall communicate. A duplicate can be sent at the Customer’s request. A fee can be charged for this as of the second duplicate.

7.4. Synthetron reserves the right to set an earlier payment date in cases such as reduced confidence in creditworthiness.Furthermore, Synthetron can request that an advance be paid if the magnitude of the amount to be invoiced justifies this or when there is suspicion of fraud or serious doubt regarding the Customer’s solvency.

7.5. In the event that payment is delayed, the invoiced amount is automatically, dejure and without prior notice of default augmented by the interest due on delayed payment; this sum is equal to the legal interest rate to which is added a damages provision of 15% with a minimum of €100.

7.6. When payment has not been received by the expiration of the term of payment, Synthetron will send a reminder. In that case, default fees are charged. Furthermore, Synthetron can decide to suspendor terminate the contract/delivery of the services without notice or compensation, without prejudice to Synthetron’s right to demand full payment of all outstanding sums. Moreover, Synthetron reserves the right to charge theCustomer a standard amount if the collection of the debt is outsourced to a third party.

8.     Challenging the invoice

8.1. If the Customer is of the opinion that the invoiced amount is incorrect, he must notify Synthetron of this within twenty (20) days of the invoice date citing the heading and the disputed amount. As of that time, the Customer is considered to have irrevocably accepted the invoice.

8.2. The obligation to pay the disputed sum issuspended; the undisputed amount must be paid within the normal period. If Synthetronrejects the complaint, the disputed amount is immediately due and payable.

8.3. If upon examination Synthetron discovers that the objections were unfounded, Synthetron has the right to invoice anycosts it may have incurred.

9.     Liability

9.1. Synthetron is not liable for damage resulting from the service’s interruption or malfunctioning unless this is due to a deliberate act or serious misconduct.

9.3. Synthetron can only be held liable for the service(s) it delivers. In no case is Synthetron liable for the way in which the Customer uses the service(s) and related amenities that Synthetron provides nor for any damage that the Customer may suffer as a result of failure to fulfill his obligations.

9.5. Synthetron cannot be held responsible for delays or defects in the service when these are the result of force majeure. Examples of this are war, rebellion, riots, popular movements, actions by civilian or military governments, embargos, explosions, strikes or social conflicts(including those in which Synthetron’s staff is involved), floods, continuous frost, fire, storms or the actions of third parties.

9.6. If Synthetron’s liability is demonstrated, its (contractual and extra-contractual) liability will be restricted to repairing foreseeable, direct, personal and irrefutable damage to the Customer, to the exclusion of all indirect or immaterial loss such as, but not limited to, pure financial loss, loss of profit, loss of Customers, loss of or damage to data and the loss of contracts. In all cases where Synthetron is liable, its liability to the Customer is limited to the amount mentioned in the SOF.

10.  Protection of privacy

10.1. Synthetron will handle data, which the Customer considers private and which the Customer gives to Synthetron to permit implementation of the present Contract, in accordance with the Belgian Protection of Privacy Act (8 December 1992). These data are used:

a)    for providing the Services

b)     for drafting, collection and verification of invoices

c)     for the contractualrelation with the Customer

10.2. The private data that the Customer provides for Synthetron is recorded in a file owned by Synthetron. Synthetron manages this data file and is responsible for processing it. The Customer hereby consents to allow these data to be used for the aforesaid purposes.

10.3. Upon sending to a written, dated and signed request addressed to Synthetron and accompanied by a copy of his/her ID card, the Customer can obtain free of charge a written statement of the private data that Synthetron holds on him/her. Should this prove to be incorrect, incomplete or no longer relevant, the Customer can request its correction or removal.

11.  Changes

11.1. Synthetron can change these general terms and conditions, its prices, the technical specifications or characteristics of the service(s) at any time. Synthetron agrees to use all available means to notify the Customer of these changes. This notice is provided at least one (1)month before the changes take effect.

11.2. Any Customer who does not accept the new conditions on the occasion of such a change may terminate the contract free of charge and in writing; this is to be done no later than the last day of the month following the day the changes took effect. In the case of price increases, theCustomer may terminate the contract free of charge and in writing no later than the last day of the month following upon receipt of the first invoice after the price increase took effect.

12.  Transfer

12.1. The Customer may not transfer the Contractor any part of it without Synthetron’s prior written consent. The transfer transfers all rights and obligations under the Contract to the transferee, who accepts them. The transferee and transferor must provide Synthetron with a document signed by both testifying to the transfer of the Contract.

12.2. Synthetron can transfer the contract or part of it to another company.

13.  Suspension and termination by Synthetron

13.1. Synthetron is entitled to suspend the execution of the Contract, in some cases without warning, if:

a)     the Customer remains in default in any way regarding his obligations under the Contract and this for more than 5 working days after being notified of this default;

b)     Synthetron has evidence that the service is being abused by the Customer or someone else;

c)     a non-attributable failure or force majeure affects Synthetron; suspension occurs after advanced notification of it and its presumed duration is given, except in urgent cases when the notification will be made as quickly as possible. Non-attributable failures include actions by third parties whose intervention is necessary for delivery of the service(s).

The suspension ends when the Customer has fulfilled his obligations. Fees remain payable for the complete duration of the suspension.

13.2. Synthetron has the right to dissolve the contract ipso jure with immediate effect and without prior judicial intervention if:

a)     the Customer remains in default thirty (30) days after being notified of being in default with regard to his obligations under the Contract;

b)     the Customer has been declared bankrupt or been granted a suspension of payment (this does not include: commencement or acquisition of a court-ratified composition).

c)     a Service has to bepermanently removed due to operational requirements. Synthetron shall informthe relevant Customers as soon as possible by any suitable means. The Contractfor this Service shall rightfully end from the moment of removal of the Servicewithout either party owing any damages.

13.3. Synthetron can terminate the Agreement inany written form and without mentioning the reason, as stipulated in Article3.2.

14.  Termination by the customer

14.1. The Customer can always cancel the Contract in writing without mentioning the reason, as determined in Article 3.2.

14.2. The Customer has the right to dissolve the contract ipso jure with immediate effect and without prior judicial intervention if:

a)     Synthetron remains in default thirty (30) days after being notified of being in default with regard to his obligations under the contract;

b)     Synthetron has been declared bankrupt or been granted a suspension of payment (this does not include: commencement or acquisition of a court-ratified composition).

Synthetron will be notified in writing of the contract’s termination; a motive will be given for the dissolution.

15.  Complaints and resolution of disputes

15.1. If the Customer wishes to submit a complaint, he/she is requested to address this by fax, registered letter or secure mail to Synthetron’s Customer Service Department within fifteen (15) working days of the fact that gave rise to the complaint.

16.  Applicable law and jurisdiction

16.1. All disputes on the interpretation or theapplication of the contract fall under the exclusive authority of the normalBelgian courts.

16.2. The provisions contained in the contract are subject to Belgian law.

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