Article 1. Definitions
- Syneratio: Syneratio B.V., having its seat of business in ‘s-Hertogenbosch, the Netherlands, and registered in the Trade Register under no. 58917306.
- User: each natural person or legal person that whether or not against payment makes use of the Accounts and Services of Syneratio.
- Account: the free or paid facility that enables the User to, under the by Syneratio stipulations, set forth terms and conditions to make use of the Website and Services of Syneratio.
- Service: the publishing of information by Syneratio and, the collection and /or processing of data of Users or third parties via its Website for the benefit of a certain User.
- Activity: the data transfer or information registration and/or processing by Syneratio deducible to an individual visitor of the Website or another User in relation to a certain Service agreed with User (for example the completion by a respondent of a survey issued for the benefit of a User).
- Content: the information by a User posted in the broadest sense of the word on the Website of Syneratio.
- Agreement: the Agreement on the basis of which User uses a Service and/or Account of Syneratio.
- Website: the website or websites that Syneratio uses to share the information provided by Users of Users and third parties according to the Agreements.
Article 2. Applicability area and changes in the Agreement
- These GTC are applicable to all Agreements between Syneratio and User.
- Terms and conditions of User are being rejected explicitly.
- If and insofar Syneratio does not yet make use of any right given by or on the basis of these GTC, then this can never be regarded as a waiver of rights.
- If and insofar any stipulation from these GTC is being invalidated or is invalid, then this will leave the other clauses and stipulations from these GTC unaffected. Parties shall then enter into consultation for a new stipulation to replace the invalid or invalidated stipulation.
Article 3. Execution of the Agreement
- The Agreement obliges Syneratio only to the delivery of an effort and not to the delivery of a certain result. Syneratio warrants in no way whatsoever the correctness of the data on its Website. Syneratio only ensures that its Website works in an optimal manner and that the information that is posted there on as much as possible is safe and according to the truth. Users however carry the responsibility and liability for the correctness of the information by provided them for the benefit of the Website.
- Syneratio will make an effort to let its provision of services via the Website without disruptions but is not liable for interruptions, notwithstanding the stipulations set forth in article 8.
Article 4. Accounts
- Syneratio offers Users both paid both not-paid Accounts under the terms and conditions set by it. Syneratio is thereby entirely free to request with regard to the profile of the User whether or not payment in accordance with its policy and terms and conditions.
- Users of an Account are at all times authorised to upgrade their Account from a free to a paid Account or from a paid Account to an Account of a higher price level. Downgrading to a lower price level or free Account is only permitted with the explicit permission of Syneratio.
- If the User has a paid Account at Syneratio, Syneratio will be allowed to ask for periodic payments of User in accordance with to the price agreed with the User. The User obliges to payment of the periodic due amount independent of the costs of possible additionally purchased Services.
- The User is responsible and liable for providing correctly all personal data and the use of for the benefit of unique access data provided to his Account. The User therefore warrants every use of his Account. The User safeguards Syneratio from all claims of third parties regarding the unauthorised, illegal use of or use in violation of these GTC of his Account.
Article 5. Services
- Syneratio offers various paid Services to Users. These Services always encompass a way of use of the facilities of the Website under the special terms and conditions further to be agreed between Syneratio and User and the terms and conditions as set forth here in these GTC.
- Payments for the concerned Service can consist of a full payment for a one time performance (for example, the publishing of a vacancy on the Website) or of a payment per a number of Activities agreed between parties. If Syneratio and the User have agreed that payment takes place according to an agreed number of Activities, then the User is liable to payment in accordance with to the number of Activities agreed in the Agreement, irrespective of the question whether that number of Activities is finally achieved via the Website of Syneratio.
- Payment for a Service is due by the User irrespective of whether and to which extent the Service renders a result for the User.
- Users that create or publish a Business Brain with corresponding rewards for participants, are obliged to pay out the promised rewards to the winners of the Business Brain Contest. Syneratio or its employees can never be held liable when the creator or publisher of the Business Brain contest does not (timely) pays out the promised rewards. The creator or publisher of the Business Brain contest must pay out the winners within 30 days after publishing the (user-) names of the winners. Each Business Brain contest must have at least 1 winner for the promised prize pool, selected by the creator or published of the Business Brain.
- Participants of the Business Brain contest have accepted the CC0 license of Creative Commons: “The person who associated a work with this deed has dedicated the work to the public domain by waiving all of his or her rights to the work worldwide under copyright law, including all related and neighboring rights, to the extent allowed by law. Any user with the rights to download or open your submission can copy, modify, distribute and perform the work, even for commercial purposes, all without asking permission.”
Article 6. Payment
- The User is obliged to satisfy within 30 days after the date of the invoice the invoices of Syneratio. If User is in default with timely payment in accordance with this term he shall be liable to pay trade interest in accordance with article 6:119a Dutch Civil Code. If the concerned User does not act with regard to the Agreement in the execution of a profession or enterprise, then he will be liable to pay, during the default, the interest by law over the due balance in accordance with article 6:119 Dutch Civil Code.
- Excepted from section 1 are the one time performances for which Syneratio requires via its Website a one-time payment prior to the execution thereof.
- Protests regarding the invoices of the Syneratio need to be made known within 7 days after the date of the invoice to Syneratio, at the peril of forfeit of rights.
- The User is not authorised to set off claims against his payment obligations according to the Agreement.
Article 7. Content
- The User is at all times responsible for all Content that he posts and shall safeguard Syneratio from all claims of third parties with regard to Content posted by him. The User is therefore required to refrain from improper use of Content.
- The User is therefore liable without limitation if Content posted for/by him, which is as listed below but not limited to:
- Does not belong to him
- Has not been peer-reviewed by an official scientific body (for example the editorial board of a professional magazine) for the benefit of the concerned professional area although the User presents it as such
- Contains plagiarised material
- Contains viruses, malware or other comparable damaging information
- Contains company sensitive information about which the User does not have the full and independent say
- Contains information that to the discretion of the Management of Syneratio cannot be regarded as valid and substantial scientific literature
- Contains pornographic material or information that is forbidden by law or is insulting to other users
- Is posted with promotional purposes, including company advertising and the posting of vacancies, insofar not agreed as a separate Service
- Is based on automatic or manual excessive input or requesting of data, for example generated for the benefit of for example marketing research or sales purposes (“dataharvesting”)
- Which is being placed with the view a technical attack on the servers of Syneratio
- The User agrees that Syneratio can block for a limited or unlimited time his Account and can interrupt the Services purchased by him if he is in violation of the stipulations set forth in section 2 of this article. Furthermore Syneratio can in that case remove with immediate effect all data of and with regard to the User from its Website without being held to any restitution of funds or compensation for damages.
- By placing Content by User he agrees that the information is being shared, can be made public to the world and that he cannot hold Syneratio responsible for the way in which third parties take knowledge of the Content and the way in which the Content is subsequently further shared by Users and visitors of the Website, the one and the other in accordance with article 8 of these GTC. Therefore User grants to Syneratio for the benefit of the execution of the Agreement insofar required all licenses on possible intellectual property rights on the concerned Content.
- User agrees that in case of violation of the stipulations set forth in section 2 of this article Syneratio shall be authorised to provide the data of User if so requested to the competent authorities.
Article 8. Liability
- Except for stipulations mandatory by law, Syneratio is never liable for damage, in whichever form of User or third parties.
- Notwithstanding the stipulation under section 1, the liability of Syneratio in a prevalent case per incident is always limited to the maximum of the amount agreed for that Agreement (excl. VAT). If the Agreement is executed for over more than one year, the priced agreed for the Agreement will be set at the total of the fees (excl. VAT) agreed for one year. In no case shall the total liability of Syneratio for direct damage, on whichever ground, amount to more that € 1,000. (said: one thousand Euro).
- The liability of Syneratio for indirect damage, consequential damage, missed profits, missed savings and reduced goodwill is always excluded.
- The exclusions and limitations stipulated in this article become void if and insofar the damage is the consequence of wilful intent or conscious negligence by the management Syneratio.
- Unless compliance by Syneratio is permanently impossible, shall its liability because of imputable shortcoming in the compliance with an Agreement, only arise if User declares Syneratio to be in default in writing without delay, whereby a reasonable term for the amendment of the shortcoming is set and Syneratio also after that term has not removed the shortcoming imputably so. User is thereby requited to provide a detailed and complete description of the shortcoming.
- User is obliged towards Syneratio to a timely notification of the shortcoming, whereby in any case a term of two months after the emergence of the damage and the awareness of the liable person should be observed, at the peril of a forfeit of rights in that respect.
- User safeguards Syneratio from all claims of third parties which derive from the Agreement. All damage incurred by Syneratio as a result of claims of third parties, therein included costs of conducting a defense against a claim and legal fees, is for the account of User.
- The stipulation in this article applies to User also for the benefit of all (legal) persons of which Syneratio makes use at the execution of the Agreement.
Article 9. Force Majeure
- None of the parties to the Agreement are bound to the compliance with any obligation, if he is impeded thereto as a consequence of Force Majeure. Under Force Majeure will also be understood: (i) Force Majeure of suppliers, (ii) defectiveness of goods, equipment, programs or materials of third parties of which the use has been prescribed by the other party, (iii) government measures, power cuts or disruption of the internet, computer network or telecommunication facilities that impede execution of the Agreement entirely or gravely, (iv) war, (v) strike, (vi) general transport problems and (vii) the unavailability of one or more personnel members of Syneratio because of a circumstance on which Syneratio cannot exercise a direct influence, to relieve this unavailability, such as for example illness.
- If a situation of Force Majeure lasts longer than ninety days, each party shall have the right to dissolve the Agreement in writing.
- That what has already been performed on the basis of the Agreement, shall in that case be settled proportionally, without that parties are otherwise obliged anything towards each other.
Article 10. Termination of the Agreement
- Free Accounts can be terminated at all times. Paid Agreements however cannot be terminated prematurely by User except for explicit permission thereto by Syneratio. The termination of an Account does not lead to the obligation to remove all information related to the Account from the Website, except insofar Syneratio is obliged because of mandatory law.
- After expiry of the agreed duration of an Account, this will continue tacitly for an indefinite period. If it thereby concerns a paid Account the payment obligations of the User will apply without reservation. Cancellation of a paid Account can take place after such a prolongation by both parties observing a notification period of 1 month.
- The stipulations set forth in this article do not affect the stipulation in article 7 regarding the exclusive authority of Syneratio to definitively remove the Account and the Content of the User upon violation of the stipulations set forth in that article, which then leads to termination of the Agreement without a restitution obligation for Syneratio.
- If the User provides false information in the framework of the Agreement, seemingly with the purpose to mislead Syneratio, then this shall lead to the authority of Syneratio to terminate the Agreements with immediate effect and to definitely remove the Account and the Content of User without a restitution obligation for Syneratio.
Article 11. Intellectual property and sharing of information of the Website
- All copyrights, brand rights and adjoining rights of intellectual property to among others the names, images and texts on the Website lie exclusively with Syneratio except insofar it concerns the Content, protected by intellectual property of Users.
- Users and other visitors of the Website of Syneratio are not authorised to share information from the Website with third parties, irrespective whether this originates from Syneratio itself or from Users, except for explicit permission thereto by Syneratio.
Article 12. Applicable law and competent court
- On these GTC and the Agreement, the laws of the Netherlands shall apply.
- All disputes will be submitted to the competent court in the closest vicinity of the seat of business of Syneratio, notwithstanding the authority of Syneratio to submit any dispute to another court.