Terms & Conditions

1. DEFINITIONS

2. GENERAL

1. By accepting these Terms, or by accessing or using the Platform, Customer represents and acknowledges that (a.) Customer has read, understood, and agreed to be bound by these Terms and (b) that the information Customer has provided in registering with Syntilio for using (any part of) the Platform is and will be accurate, complete, up to date and Customer has a right to use the information.

2. Customer accepts and acknowledges that these Terms constitute an agreement between Customer and Syntilio, even though it may be electronic and not physically signed by Customer and Syntilio, and that these Terms govern Customer’s use of the Platform The agreement comes into effect at the moment Customer has accepted these Terms and/or has accessed or used the Platform for the first time.

3. This agreement provides Customer a right to use the Platform in accordance with the Documentation for the term of the agreement. This right to use is strictly personal and not transferable.

4. Syntilio and Customer shall further agree in writing on what date the right to use the Platform comes into effect. That date can differ from the date the agreement comes into effect as defined in Clause 2.3 above.

5. Syntilio may amend these Terms from time to time, in which case the new Terms will supersede the prior versions. Syntilio will notify Customer of such changes and direct Customer to the latest version.

6. Syntilio may engage the services of third parties in rendering (parts of) the Platform.

7. Syntilio may make changes to (parts of) the Platform from time to time. Should changes be made that could affect the operation of the Platform by Customer, Customer will be notified more than 48 hours in advance of such change.

8. To apply upgrades and other changes to (parts of) the Platform, the Platform may be made temporarily unavailable. To minimize impact to the Customer’s usage of the Platform, Syntilio will attempt to make any outages as short as possible and at a time of day where the Platform usage is at its minimum.

3. ACCESS AND IDENTIFICATION CODES

1. Syntilio shall assign access or identification codes to the asiigned Administrator of the Customer. The Administrator shall be responsible to create and assign access or identification codes for Users and Clients. The access and identification codes are strictly personal and are only to be used by the respective Users and Clients.

2. Customer, Users and Clients shall treat the access and identification codes confidentially, with due care and shall not disclose them to third parties without prior written permission of Syntilio.

3. Syntilio has the right to temporarily deny Customer, or the respective User and/or Client access to the Platform at the moment (a.) Syntilio has detected or reasonably expects that unauthorized third parties are using or able to use the access or identification codes that grant access to the Platform or (b.) Customer has informed Syntilio by any means of the (possible) unauthorized use of the Platform.

4. Syntilio will inform as soon as possible of the (possible) unauthorized use of the Platform and the temporarily denying of access to the Platform.

5. If the unauthorized use of the Platform is attributable to the Customer, its Users and/or Clients, Customer will reimburse to Syntilio (a.) all technical and administrative costs Syntilio has made and (b.) all costs for the unauthorized use of the Platform.

6. Syntilio shall never be liable for damage or expenses resulting from misuse of access and identification codes.

4. CUSTOMER DATA

1. Customer shall own all right, title and interest in and to all of Customer Data.

2. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, currency and quality of Customer Data. Syntilio will not be held accountable for changes made by Customer, Users and/or Clients linked to the Platform.

3. Customer agrees to indemnify Syntilio, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with any data entered into the Platform under Customer’s account, including the accounts of Users and Clients.

5. ARCHIVING OF (CUSTOMER) DATA

1. Syntilio shall back-up Customer Data . Without prejudice to the other provisions of these Terms, Customer Data shall be archived during the term of this agreement.

2. In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy shall be for Syntilio to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Syntilio. Syntilio shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

6. COMPLIANCE

1. Syntilio is explicitly not a healthcare institution or healthcare provider. To the extent and as long as laws and regulations do not prescribe this, the Platform does not constitute a medical device as defined in applicable medical device legislation (such as the European Regulation (EU) 2017/745 on medical devices ("MDR")).

2. Functionalities that may qualify (parts of) the Platform as a medical device will not be provided by Syntilio to Customer for as long as Syntilio and the and the Platform do not comply with the European Regulation (EU) 2017/745 on medical devices ("MDR"). Syntilio excludes all responsibility and liability in this regard.

3. Syntilio shall endeavour to ensure that it, its group companies and affiliates comply with all laws and regulations applicable to them.

4. Customer shall endeavour to ensure that he, his group companies, affiliates, Users and Clients of the Platform (each) comply with all laws and regulations applicable to them.

5. Syntilio and Customer shall inform each other in a timely manner at the time of a change in legislation and regulations occur that Syntilio and/or Customer believes may affect Syntilio's provision of the Platform. If necessary, the Parties will enter into consultations to discuss any consequences of the amended laws and/or regulations for the services provided by Syntilio.

6. Syntilio ensures that the Platform complies with all applicable laws and regulations in the Netherlands.

7. DATA PROCESSING AND PRIVACY

1. Syntilio and Customer each guarantee that they will comply with the obligations under applicable privacy regulations, being in the Netherlands the General Data Protection Regulation and related laws and regulations.

2. If Syntilio processes personal data (e.g. personal data of Clients) on behalf of Customer as data processor, it will process such personal data in accordance with the processing agreement to be agreed upon in writing between Syntilio and Customer prior to provisioning of the Platform.

3. If Syntilio processes personal data as a data controller, it shall do so in accordance with its Privacy Terms available on the website of Syntilio: syntilio.com. These Privacy Terms may be amended by Syntilio from time to time in its sole discretion. Syntilio will notify Customer of such amendment by e-mail.

4. Customer shall ensure that Customer is entitled to transfer all relevant personal data and medical data to Syntilio so that Syntilio may lawfully use, process and transfer the personal data in accordance with this agreement on Customer's behalf.

5. Customer shall ensure that Users, Clients and relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by applicable data protection legislation. Customer shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6. Syntilio shall not process any personal data it has received from the Customer under this Agreement and which it processes on the Customer’s behalf outside the European Economic Area without the Customer’s prior written consent. This includes situations where Syntilio engages one or more sub-processors to process the personal data outside the European Economic Area.

8. SYNTILIO’S OBLIGATIONS

1. The Platform will be provided ‘as is’ (meaning with all bugs and errors) and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law.

2. Syntilio, its related companies, officers, employees and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law.

3. Syntilio (a.) does not warrant that the use of the Platform will be uninterrupted or error-free, or that the Platform, Documentation and/or the information obtained through the Platform will meet Customer's requirements; and (b.) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4. Syntilio has the right to modify, suspend or discontinue (any part of) the Platform for any reason.

9. CUSTOMER’S OBLIGATIONS

1. Customer is responsible for the management within the Platform, in any event including usert management and authorisations, the use of administrator accounts, the detailing and set-up of the user environment.

2. Customer shall:
1. provide Syntilio with (i) all necessary co-operation in relation to the agreement and (ii) all necessary access to such information as may be required by Syntilio; including but not limited to Customer Data, security access information, in order for Syntilio to provide the Platform;
2. carry out all other Customer responsibilities set out in the Terms in a timely and efficient manner;
3. ensure that the Platform is used (by it, its Users, Clients and relevant third parties) in accordance with the Terms;
4. obtain and shall maintain all necessary licences, consents, and permissions necessary for Syntilio, its contractors and agents to perform their obligations under this agreement, including without limitation the Platform;
5. ensure that its network and systems comply with the relevant specifications provided by Syntilio from time to time; and
6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the data centres of Syntilio, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer's network connections or telecommunications links or caused by the internet.

3. Customer shall not:
1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between Customer and Syntilio:
1. and except to the extent expressly permitted under the Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
2. access all or any part of the Platform to build a product or service which competes with the Platform; or
3. use the Platform to provide services to third parties, other then permitted by the intended use of the Platform; or
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party than intended in the Terms.

10. (SUPPORT) SERVICE

1. Syntilio shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of which Customer shall be notified in advance and unscheduled maintenance performed outside Normal Business Hours.

2. Syntilio may make changes to (parts of) the Platform from time to time. Should changes be made that could affect the operation of the Platform by Customer, Customer will be notified more than 48 hours in advance of such change.

3. To apply upgrades and other changes to (parts of) the Platform, the Platform may be made temporarily unavailable. To minimize impact to Customer’s usage of the Platform, Syntilio will attempt to make any outages as short as possible and at a time of day where the Platform usage is at its minimum.

4. Syntilio will, as part of the Platform and at no additional cost to Customer, provide Customer with Syntilio’s during Normal Business Hours.

5. Syntilio may amend the standard Support Service in its sole and absolute discretion from time to time.

11. FEES, CHARGES AND PAYMENT

1. Customer shall pay the Fees to Syntilio as agreed between Customer and Syntilio.

2. Syntilio reserves the right to change Fees with 30 (thirty) days’ notice to Customer unless Customer has signed an agreement with Syntilio stating otherwise in which case the pricing terms shall take precedence over these Terms.

3. All amounts and Fees (a.) shall be payable in Euros, (b.) are non-cancellable and non-refundable, (c.) are exclusive of value added tax, which shall be added – when applicable – to Syntilio's invoice(s) at the appropriate rate.

12. PROPRIETARY RIGHTS

1. Customer acknowledges and agrees that Syntilio and/or its licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform and the Documentation.

13. CONFIDENTIALITY

1. Customer and Syntilio shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than rendering the Platform according to the Terms.

14. INDEMNITY

1. Customer shall defend, indemnify and hold harmless Syntilio against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer's, Users and Clients use of the Platform, provided that (a.) Customer is given prompt notice of any such claim, (b.) Syntilio provides reasonable co-operation to Customer in the defense and settlement of such claim, at Customer's expense; and (c.) Customer is given sole authority to defend or settle the claim.

2. Syntilio shall defend Customer against a claim that the Platform infringes any Dutch patent, copyright and trade mark effective as of the moment the agreement comes into effect, and shall indemnify Customer for any amounts awarded against Customer in judgement or settlement of such claims, provided that (a.) Syntilio is given prompt notice of any such claim (b.) the Customer provides reasonable co-operation to Syntilio in the defense and settlement of such claim, at expense of Syntilio, and (c.) Syntilio is given sole authority to defend or settle the claim.

3. In the defense or settlement of any claim as defined in Clause 14.2, Syntilio may, to be determined at its sole discretion, procure the right for Customer to continue using the Platform, replace or modify the Platform so that it becomes noor obligation to pay liquidated damages or other additional costs to Customer.

4. In no event shall Syntilio, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on (a.) a modification of the Platform by anyone other than Syntilio, or (b.) Customer's, Users and Clients use of the Platform in a manner contrary to the instructions given to Customer by Syntilio, or (c.) Customer's, Users and Clients use of the Platform after notice of the alleged or actual infringement from Syntilio or any appropriate authority.

5. The foregoing states Customer's sole and exclusive rights and remedies.

15. LIMITATION OF LIABILITY

1. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these Terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost of profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with this agreement or the Platform, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

2. Notwithstanding anything to the contrary in these terms, Syntilio’s (including any of its affiliates, group, or subsidiary companies) aggregate liability for damages (monetary or otherwise) under the agreement during any calendar year for claims made by Customer or any third party arising in connection with the agreement or Platform, shall be limited to payments made by Customer for the Platform during the 6 (six) months preceding the claim. Customer and Syntilio acknowledge and agree that the essential purpose of this clause is to allocate the risks under these Terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Syntilio were to assume any further liability other than as set forth herein. Customer and Syntilio have relied on these limitations in determining whether to enter into this agreement.

3. Customer fully indemnifies Syntilio against any and all claims relating to damage for which Syntilio is not liable, or cannot be held liable, pursuant to this agreement.

4. Liability only arises if the other party has been declared to be in default forthwith and properly, granting a reasonable period for performance of at least two (2) weeks, and that party still fails to perform its obligations after that period. The notice of default must contain a description of the default that is as detailed as possible. A prerequisite for the existence of any entitlement to damages is always that the damage is reported in writing as soon as possible, but no later than three (3) months after its occurrence.

5. Syntilio is not liable to Customer or any third party for any modification, suspension, or discontinuation of (any part of) the Platform.

16. FORCE MAJEURE

1. Syntilio shall have no liability to the Customer under the agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Syntilio or any other party), failure of a utility service or transport or telecommunications network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

17. ASSIGNMENT

1. Customer may not assign or transfer these Terms, in whole or in part.

2. Within the framework of the development of Syntilio’s enterprise, Syntilio is entitled to transfer the rights and obligations under this agreement to an enterprise affiliated with it. Syntilio will inform Customer of the same in writing well in advance.

18. TERM, CANCELLATION (BEËINDIGING) AND TERMINATION (ONTBINDING, SECTION 6:265 DUTCH CIVIL CODE)

1. The initial term of the agreement between Customer and Syntilio shall be agreed to in the . When the initial term agreed has expired, the agreement between Customer and Syntilio will automatically be renewed each time for the same period as the initial term, unless terminated in accordance with the provisions of these Terms.

2. Syntilio and Customer each have the right to cancel the agreement in writing at the end of the initial term or any renewal term, considering a notification period of 6 (six) months.

3. Syntilio reserves the right to immediately terminate the access of Customer and/or the agreement in case Customer breaches any of the terms in this agreement.

4. On cancellation or termination of this agreement for any reason:
1. all licences and rights granted under this agreement shall immediately terminate
2. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

5. On cancellation or termination of this . If Customer refuses or otherwise does not accept the data export, Syntilio is entitled to immediately delete all Customer Data.

19. OTHER PROVISIONS

1. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

2. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

3. Notices to be given by the Parties to one another under this agreement will be given in writing, including the use of designated e-mail addresses. Verbal announcements, commitments and arrangements have no legal force unless confirmed in writing.

4. Proprietary rights (section 12), Confidential Information (section 13), indemnification (section 14), limitation of liability (section 15) and cancellation and termination (section 18) shall survive any termination of the Terms.

20. APPLICABLE LAW AND DISPUTES

1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall exclusively be governed by and construed in accordance with the laws of the Netherlands.

2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded.

3. Each party irrevocably agrees that the court Amsterdam shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).