General terms and conditions
These general terms and conditions apply to all offers, quotes and agreements of Syndric, part of Brandigator. Our services are intended exclusively for business clients.
This is a translation. In case of differences, the Dutch version prevails.
Article 1. Definitions
- Syndric: Syndric, part of Brandigator, located at Volmerlaan 5, 2288 GC Rijswijk, the Netherlands, registered with the Chamber of Commerce (KvK) under number 94369488.
- Client: the legal entity, or the natural person acting in the course of a profession or business, that enters into or wishes to enter into an agreement with Syndric.
- Services: the AI scan, implementation, management and advice, as described in the quote or agreement.
- Agreement: any arrangement between Syndric and the client for the provision of services.
- In writing: on paper or by email.
Article 2. Applicability
- These terms apply to all offers, quotes and agreements of Syndric.
- Deviations only apply if agreed in writing.
- The client's general terms or purchasing conditions do not apply.
- If a provision is void or annulled, the other provisions remain in force. The parties will then replace the provision with a valid one that comes as close as possible to its intent.
Article 3. Offers and formation of the agreement
- Offers and quotes are without obligation and valid for 30 days, unless stated otherwise.
- A request through the website is not an agreement. The agreement is formed when Syndric confirms the assignment in writing or starts carrying it out.
Article 4. The AI scan
- The AI scan consists of one day on site at the client, or remotely if the parties agree, in which Syndric analyses one process, followed by a report with the main improvement opportunities, an estimate of the time saved and the saving, and a proposal for the first step.
- Syndric delivers the report within 5 working days after the day on site, provided the client has supplied the necessary information and access in time.
- The AI scan costs €695 excluding VAT, unless the quote states a different price.
- If Syndric finds no improvement opportunity that, in its reasonable estimate, saves at least 5 hours a week, Syndric does not charge for the AI scan. Syndric bases that estimate on the information and cooperation it receives during the scan.
- If the client commissions the implementation of an improvement within 30 days after delivery of the report, Syndric credits the amount of the AI scan against the first invoice for that implementation.
- The estimates in the report are a substantiated expectation and not a guarantee that a particular saving will be achieved.
Article 5. Performance
- Syndric performs the services to the best of its knowledge and ability. Syndric has an obligation of effort, unless a result has been expressly promised in writing.
- Syndric may engage third parties in performing the services.
- Stated deadlines are estimates and not strict deadlines, unless agreed otherwise in writing.
Article 6. Client cooperation
- The client provides, in time, the information, access to systems and availability of employees needed for performance.
- The client warrants that it holds the necessary rights and licences for the systems and data to which it gives Syndric access, and remains responsible for backups of its own systems and data.
- If insufficient or late cooperation causes delay or extra work, Syndric may adjust the planning and charge the extra costs.
Article 7. Automation and AI
- Automations only carry out actions the parties have agreed in advance. Where agreed, an employee of the client reviews the outcome before anything is sent or changed.
- AI output can be incorrect or incomplete. The client remains responsible for the decisions it takes on that basis.
Article 8. Prices and payment
- All prices exclude VAT.
- Invoices are payable within 14 days of the invoice date, unless agreed otherwise in writing.
- In case of late payment, the client owes the statutory commercial interest without notice of default, and the reasonable costs of collection are for the client's account.
- For ongoing services such as management, Syndric may adjust the fee once a year. Syndric announces an adjustment in writing at least one month in advance.
Article 9. Confidentiality
The parties keep confidential information they receive from each other secret and use it only to perform the agreement. This obligation continues after the agreement ends.
Article 10. Personal data
If Syndric processes personal data on behalf of the client in performing the services, the parties enter into a data processing agreement for that. Both parties comply with the General Data Protection Regulation.
Article 11. Intellectual property
- After full payment, the client receives a non-exclusive right to use Syndric's reports and advice within its own organisation.
- Syndric retains all rights to its own methods, working practices, software, tooling and knowledge, including where these were used or improved during performance.
- The rights to automations built specifically for the client are set out in the quote or agreement.
Article 12. Liability
- Syndric's liability is limited to compensation of direct damage, up to the amount Syndric has charged for the assignment concerned. For ongoing services, the maximum is the fees for the six months before the event that caused the damage.
- Syndric is not liable for indirect damage, such as consequential loss, lost profit, missed savings, loss of data and damage from business interruption.
- These limitations do not apply in case of intent or deliberate recklessness on the part of Syndric.
- The client reports damage to Syndric in writing as soon as possible and no later than 30 days after discovering it. A claim for damages lapses one year after the event that caused the damage.
Article 13. Force majeure
Syndric is not obliged to perform if force majeure prevents it, such as failures at suppliers or in third-party infrastructure, illness or government measures. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing without any obligation to pay compensation.
Article 14. Term and termination
- Ongoing services run for the term stated in the quote. If no notice period is stated, a notice period of one month applies.
- Either party may terminate the agreement in writing with immediate effect if the other party is declared bankrupt, applies for a suspension of payments or ceases its business.
- What Syndric has already delivered before termination remains payable.
Article 15. Governing law and disputes
Dutch law applies to these terms and all agreements. Disputes are submitted to the competent court of the District Court of The Hague.
Article 16. Changes to these terms
Syndric may change these terms. The changed terms apply to new agreements, and to existing agreements from one month after Syndric has announced the change in writing.