Terms of Use

Version: 2.1
Last Updated: 22nd Nov 2018

At Synseer, we believe in being clear and open about the terms which apply to Synseer’s online collaborative, decision-making and productivity tools, platform and service, including all features and functionalities, website, and user interfaces, as well as all content and software associated with the service that may be offered from time to time via Synseer’s website, web application (accessible via the following URL https://www.synseer.com/) and any mobile applications (the “Service”).

These Terms of Use preside over the use of our Service. These Terms of Use assume that you are not acting as a consumer when using our Service, however, to the extent that you are considered to be a consumer, you may be entitled to various statutory rights and nothing in these Terms of Use shall be construed to restrict any such rights.

If you are a Customer, please read these Terms of Use carefully and in conjunction with any other agreement which may be in place between you and us, such as the Customer Terms, and the Synseer Privacy Policy.

If you are an employee, temporary staff of or otherwise engaged or invited by a Customer to use the Services (defined below), please read these Terms of Use carefully and in conjunction with any other agreement or policy which may be in place between you and the Customer or between you and us.

Whether you are a Customer or a User (defined below) engaged or employed by such Customer, your use of the Service constitutes your acceptance of and agreement to all of the terms defined herein.

When we talk about “Synseer,” “we,” “our,” or “us” in this policy, we are referring to Synseer Limited, the company which owns and provides the Services, registered in England and Wales under company number 09574973 and with registered office address at:

30 Gay Street,
Bath,
Somerset,
UK,
BA1 2PA.

When we talk about the “Services”, “Service” or “Product” in this policy, we are referring to our online collaborative and decision-making productivity tools and platform. Our Services are currently available for use via a web browser or applications specific to your desktop or mobile device.

In order to use the Service you will need to create an account. You must be 18 (eighteen) years of age or over (“Minimum Age”) to create an account, and you confirm that you are legally capable of entering into binding contracts.

Acceptance of these terms

These Terms of Use govern all use of the website (www.synseer.com, the “Site”), and the Services and products available at or through the Site. The Service is offered subject to your acceptance all of the terms contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by Synseer (collectively, “Terms of Use”).

Please read these Terms of Use carefully before accessing the Site or otherwise using the Service. By accessing the Site or using any part of the Service, (either as an individual or a legal entity that you represent as an authorised employee or agent) you agree that you are bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access the Site, Service, or any part thereof. Synseer’s provision of the Service is expressly conditioned upon your assent to these Terms of Use.

The Service is available only to individuals who meet the Minimum Age and if you do not meet this requirement, you must not use the Service. Synseer may refuse to offer the Service to any person or entity at any time and may change its eligibility criteria, at any time and at its sole discretion.

Your use of our Services is also subject to our Privacy Policy which are available on our Site and cover how we collect, use, share and store your personal information.

Changes to our Terms of Use

Synseer reserves the right, from time to time, with or without notice, to change these Terms of Use at its sole discretion, and the latest version will appear on the Service with the date that it was last updated. By using the Service after any changes have been posted, you agree to the new terms. If Synseer makes any significant changes to these Terms of Use, it will notify Customers by email (to the email address registered with Synseer) in advance. By using the Service or accessing the Site you agree to be bound by the most up-to-date version of these Terms of Use.

Synseer reserves the right to modify, suspend, or discontinue the Service, or any part of the Service, at any time and without notice (except as required by applicable law). Synseer may also, in the future, offer new services and/or features through the Service (including but not restricted to, the release of new tools and resources). Such new features and/or services shall be subject to these Terms of Use. Your continued use of the Service after the introduction of new features and/or services constitutes your acceptance of these Terms of Use.

Privacy policy

Synseer’s current Site Privacy Statement is available at https://www.synseer.com/privacy/ (the “Privacy Policy”), which applies to all Users of the Service. For enquiries with regards to Synseer’s Privacy Policy or to raise a privacy related query, please email privacy@synseer.com.

Rules and conduct

The Site and the Service and any Content (as defined below) made available on or through the Service is provided only for your internal business use or useby persons strictly and exclusively invited and authorised by the Customer to use such Site, Service and any Content,includingyour customers, suppliers and other parties with whom you have a business relationship that use the Service for their own internal business use, all in compliance with all applicable laws, rules, statutes, codes and regulations as may be in force from time to time.

The Service is intended for use described above only and may not be used in connection with any other commercial activities except those that are specifically approved by Synseer in writing.

Accessing the Service and acceptable use

You are responsible for configuring your IT and internet connection in order to access the Service safely. Availability of some of the Service may depend on your internet service and device capabilities. You are responsible for all internet access and data charges. As a result, Synseer is unable to make any warranties about the Service in these respects. You should also take your own precautions against viruses and other malware.

Your login credentials are personal to you. You must keep them confidential and must not disclose them to any third party. If you know or suspect that anyone other than you knows your login credentials, you must promptly notify us at once via support@synseer.com and change your login details.

You agree to, at all times, use the Service, including all features and functionalities associated with it, in accordance with all applicable laws, rules and regulations (including any applicable codes of practice), or other restrictions on use of the Service or Content therein, and you will not:

  1. attempt to gain unauthorised access to the Service, or any server, computer or database on which it is stored or to which it is connected. You must not introduce any virus or malware to the Service or submit the Service to any form of denial-of-service attack;
  2. impersonate any other person (including using another User’s account), conduct yourself in a manner or behave in a manner which is unlawful, offensive, or which may harass, defame, bully or intimidate any other person;
  3. use false email addresses or any other means to mask your identity;
  4. except as explicitly authorised in these Terms of Use, archive, download (other than through caching necessary for personal use), reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use Content and information contained on or obtained from or through the Services without express written permission from Synseer and its licensors. This means, for example that you must not use the Service for the purpose of sending unsolicited or unauthorised advertising or promotional material, junk or bulk e-mail (“spamming”) to any of the Users;
  5. circumvent, remove, alter, deactivate, degrade or thwart any of the content, Site or Service protections in the Services; use any robot, spider, scraper or other automated means to access the Services; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Services; insert any code or product or manipulate the Content of the Services in any way; or, use any data mining, data gathering or extraction method;
  6. unless explicitly permitted by these Terms of Use, harvest or collect information (including, without limitation, user names) about other members or users of the Service. The use of any information learned through the Service or while in the Site is limited to the express purposes set forth in these Terms of Use; all other uses, including, without limitation, sending unsolicited bulk e-mail, are strictly prohibited;
  7. do or omit to do anything which would bring us, the Service, our suppliers, licensors, distribution partners or other Users into disrepute or in any way damage our or their reputation; or
  8. interfere with another Users’ use and enjoyment of the Service or the Content in any other manner that could damage, disable, over burden or impair the Service or the Content.

We do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. The quality of the Service may be affected by a number of factors including, for example, network connection and internal network, as well as any interference or maintenance work. If a disruption or disturbance occurs on the Service or a part of it or if the Service or a part of it is temporarily out of use or inoperative due to repair or maintenance work, updates or reasons beyond our control (force majeure), you accept that such interruptions, disturbances or disruptions do not constitute a defect or delay of or in the Service, and, to the extent permitted by law, we shall not be liable for any consequences of or damages resulting from such interruptions, disturbances or disruptions. We or a third party shall seek to repair the problems or failures as soon as possible and to restore the Service to use as soon as possible under the circumstances. We have the right to update the software included in the Service from time to time.

Synseer may remove any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

Synseer may, at its sole discretion, immediately terminate your access to the Service should you fail to comply with these Terms of Use, including, without limitation, with any provision of this section.

Please report any violation of these Terms of Use by contacting Synseer via support@synseer.com.

Registration

As a condition of using the Service, you will be required to register with Synseer by providing information as specified during the registration process including your email address (the “Synseer UserID”) and selecting a password.

You shall provide Synseer with accurate, complete, and up-to-date registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Synseer account.

All user accounts are associated with individuals and for the purpose of these Terms of Use, “User” means any temporary staff, employee of or anyone engaged or invited by the Customer to access or use the Service. All Users are responsible for their accounts, including making sure that all User details are correct and kept up-to-date and for ensuring that their password is secure. If we believe that your any of your accounts have been compromised, we may suspend such accounts and will contact the Customer to try and resolve the problem.

Synseer reserves the right to refuse registration of, or cancel a User account at its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Synseer password. Your Synseer password should be changed no less frequently than every six (6) months; if you are unsure how to do so, please contact us for details by sending an email to support@synseer.com.

You will immediately notify Synseer in writing of any unauthorised use of your account, or other Service-related security breach of which you are or should have been reasonably aware. You can do this by sending an email to support@synseer.com.

Your Content

Whenever you upload any materials for use in connection with the Service (the “Content”), you must comply with the content standards set out in these Terms of Use and our Privacy Policy. You warrant that any such content complies with those standards and you will be liable to us and shall indemnify us for any breach of your obligations with respect to such Content. We will not be liable to any third party for any Content posted or uploaded by you or any other User.

Content published on the Service may not be copied, adapted, reproduced, republished, downloaded, posted, broadcast or transmitted in any way except with the prior consent of the copyright owner.

Synseer has no obligation to monitor the Site, Service, or Content. Use of the Content for any purpose not expressly permitted in these Terms of Use is prohibited. Any rights not expressly granted herein are reserved.

Any content or material that you upload to or transmit using the Service must not:

  1. be or may be interpreted as obscene, indecent, pornographic, sexually explicit, libellous, maliciously false, inaccurate, misleading, depicting violence (in an explicit, graphic or gratuitous manner) offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or be in breach of hate speech or discrimination legislation;
  2. belong to a third party or constitute confidential information belonging to a third party, unless you have that third party’s prior written consent;
  3.  use an unreasonable or disproportionate (in Synseer’s sole discretion) amount of bandwidth which may interfere with the Service’s computing, storage or communications infrastructure. In the event that the bandwidth used by you for traffic to and from the Service exceeds our caps or fair use or is deemed by us to affect the performance of the Service, we may suspend, restrict or terminate your account.;
  4. not contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere the functionality of any computer software, hardware, or telecommunications equipment associated with the Service or to damage or obtain unauthorised access to any system, data or other information of Synseer or any third party;
  5. not infringe any proprietary rights of any third party including any patent, trademark, trade secret, copyright moral rights, database right, design right, rights in passing off, rights of privacy, publicity, confidence  or other right under data protection legislation or other intellectual property law;

You hereby grant us an unrestricted, irrevocable, worldwide, non-exclusive, royalty-free, perpetual licence to use, reproduce, modify, adapt, create derivative works from, publish, transmit, communicate to the public, perform and display any of your Content in connection with the provision, operation, maintenance, development, marketing and improvement of the Service and for other business needs of Synseer. You accept that this means that we are able to use and exploit the Content in any manner and by any means, method or technology (whether now known or hereafter created) and for such purposes. This section does not affect your rights nor our obligations under the Synseer Privacy Policy. You also irrevocably and unconditionally waive any and all moral rights in any Content.

The Customer retains and owns all right, title and interest in and to its trade marks, service marks, logos and other distinctive brand features of the Customer, and all derivatives, enhancements and modifications thereof and all intellectual property subsisting therein.

You are solely responsible for your Content and the consequences of posting or publishing it. We do not endorse any Content or any opinion, recommendation, or advice expressed therein. You also acknowledge that we have no liability in connection with the Content and we cannot guarantee and will not be liable for any unauthorised copying, distribution or use of your Content.

By uploading and publishing your Content you warrant, represent and undertake that you are the creator and owner of the Content, have the right to grant us the rights contain in these Terms of Use and that you will comply with all your obligations regarding uploading content to our Service including without limitation those set out at above. You warrant that the Content is accurate and complete in all material respects and you have (and will continue to have during your use of the Service) all necessary licences, rights consents and permissions which are required to enable us to use your Content as contemplated by these Terms of Use.

Our Intellectual Property Rights

The legal rights (including the intellectual property rights) in the Service and our content on it is owned by us, or licensed to us by third parties. The Service and our content are protected by international copyright laws and database rights. Subject to your rights to use the Services in accordance with these Terms of Use, nothing on the Service grants you any licence or right to use, alter or remove such material. Except for information which may or may not be in the public domain, all right, title and interest into our content displayed on the Services including but not limited to the Services’ look and feel, data, information, documents, text, logos, services, software graphics, images, sound or video material, designs, trademarks, service marks, trade names, and URL, belong to and are the exclusive property of Synseer or its respective partners, licensors, agents or third parties, and may not be copied, displayed, distributed, downloaded, linked, modified, posted, reproduced, re-published, or transmitted in any form or by any means without the prior written consent of Synseer in each instance.

Our failure to insist upon or enforce your strict compliance with the Terms of Use will not constitute a waiver of any of our rights or the rights of third-party beneficiaries.

This above-mentioned list is meant to be inclusive and not exclusive. Such rights will include, to the extent permissible by applicable law, any and all rights of privacy, publicity and moral rights.

Linking to our site

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation, take advantage of it or suggests any form of association, approval or endorsement by us.

Payment

If you have purchased a paid Service, you expressly agree to the payment terms as set out in the applicable Invoice and Customer Terms and any other charges that may apply to your use of the Synseer Site and/or Service.

Please refer to your Invoice and Customer Terms for details of payment terms that apply to you. Please note that Synseer does not offer refunds or credits for partial months of service or refunds for months where a User account was open but not used.

You will provide Synseer with all necessary and accurate payment or invoicing information, and promptly notify Synseer of any changes to the same, and (unless otherwise agreed in your Invoice and Customer Terms) you authorise Synseer to charge you using your preferred method of payment for all purchased subscriptions and renewals.

Synseer may, with or without notice, degrade, reduce, suspend or (after seven (7) days of non-payment of any undisputed invoice) terminate the Customer’s access (including access of any Users engaged or employed by such Customer) to the Service.

Communication preferences

By using the Service or Site, you consent to receiving electronic communications from Synseer relating to your account(s), subject to our Privacy Policy. These electronic communications may involve sending e-mails to your e-mail address provided during registration, or posting communications on the Service, or in your account settings and will include notices about your account (for example, applicable fees and charges, transactional information and other information concerning or related to our Site and Service) and are part of your relationship with Synseer.

Cancellation and termination

You are solely responsible for cancelling your account. You can cancel the account by sending an email to service@synseer.com. We will then call you back to confirm the request and the cancellation process in its entirety.

If you cancel the Service before the end of your current paid up period, your cancellation will take effect immediately and you will not be charged again.

Synseer, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Synseer service, for any reason at any time.

Such termination of the Service will result in the deactivation or deletion of your account(s) or your access to your account, and may lead to a permanent deletion of all Content in your account. Synseer reserves the right to refuse service to anyone for any reason at any time. Further detail on the process and consequences of account cancellation and termination are provided in each Customer’s individual licence agreement.

Third party sites

The Service may contain links to other websites or resources on the internet, and other websites or resources may contain links to the Site.

These other websites are not under Synseer’s control, and you acknowledge that Synseer is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.

The inclusion of any such link does not imply endorsement by Synseer or any association with its operators.

You further acknowledge and agree that Synseer shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource.

No warranties

The Service, Site and all Content, products and services included in or available through the Site, are provided on “as is” and “as available” basis.

Unless otherwise stated in your Invoice and Customer Terms, the Service and any content, materials and products and services associated with the Service are provided without warranty of any kind, expressed or implied, including but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.

In particular, Synseer and its partners, suppliers and content providers do not warrant that:

  1. Any content, including, without limitation, any results, data, or information obtained through the Service will be accurate, reliable, or complete;
  2. The Service will be secure or available at any particular time or location;
  3. Any defects or errors will be corrected;
  4. The content is free of viruses or other harmful components;
  5. The results of using the Service, or obtaining products through the service, will meet your requirements.

Your use of the Service is solely at your own risk. Neither Synseer nor its agents, partners, suppliers or content providers makes any warranties of any kind in relation to any content, submissions, opinions, advice and all other information expressed or posted by Users of this site.

If you are a consumer, you are entitled to various statutory warranties (including, for example, that any Service is carried out with reasonable care and skill, and any digital content provided is of satisfactory quality). Nothing in these Terms of Use shall have the effect of excluding or limiting those statutory warranties that may not be excluded or limited by law.

Indemnification

The Customer hereby acknowledges and agrees to indemnify and keep indemnified Synseer, each of Synseer’s affiliates and each of its and their officers, directors, agents and employees against any claim or demand, including reasonable legal fees and costs, made against us by any third party (including any User) due to or arising out of your negligence, misrepresentation or breach of these Terms of Use, or your infringement or alleged infringement of any law or the rights of a third party in the course of using the Service.

International and non-UK use

Synseer makes no representation that the Service is appropriate, available for use or compliant with the laws in force in locations outside of the United Kingdom, and accessing the Service is prohibited from territories where such Content is illegal.

If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws and these Terms of Use.

Dispute resolution

If a dispute arises out of or in connection with these Terms of Use or the performance, validity or enforceability of these Terms of Use (“Dispute”), then, except as expressly provided in this section, the parties shall follow the procedure set out below.

Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, authorised representatives of each party shall meet within fourteen (14) days and attempt in good faith to resolve such Dispute.

If the parties are unable to resolve the Dispute in accordance with the above, then the Dispute shall be resolved finally by the English courts in accordance with this section.Notwithstanding the above, either party may at any time issue proceedings or seek remedies before any court or tribunal of competent jurisdiction: (i) for interim or interlocutory remedies, either in relation to these Terms of Use (or the applicable Invoice and Customer Terms) or infringement by the other party of that party’s intellectual property rights; (ii) where compliance with the procedure set out above may leave insufficient time for that party to commence proceedings before the expiry of the limitation period; and/or (iii) where that party’s rights may otherwise be seriously prejudiced by a delay in commencing proceedings.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You and Synseer agree that any cause of action arising out of or related to the Service must commence within two (2) yearsafter the cause of action arose; otherwise, such cause of action is permanently barred.

Applicable law

These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales.

You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this Site or Service shall be the courts of England and Wales. In the case of actual or potential infringements of confidentiality or intellectual property rights, we are free to seek injunctive, or other equitable relief, in addition to any and all remedies available at law for any breach of these Terms of Use in any court of competent jurisdiction.

Use of the Service is not authorised in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Integration and severability

In the event of conflict between these Terms of Use, the applicable Customer Terms and the Synseer Privacy Policy, the following order of precedence shall apply: (i) the Customer Terms ; (ii) these Terms of Use; and (iii) the Synseer Privacy Policy.

These Terms of Use together with any documentation referenced within them, constitute the entirety of the agreement between you and Synseer..

If any provision or part-provision of the Terms of Use is found to be unenforceable or invalid, that provision or part-provision shall be deemed modified to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these Terms of Use.

Notices

Any notice given to a party under or in connection with a these Terms of Use and/or the Customer Terms shall be in writing and in English and shall be delivered by hand or by pre-paid first-class post to the following addresses: (i) to Synseer at: 30 Gay Street, Bath, Somerset, United Kingdom, BA1 2PA; and (ii) to Customer at the correspondence address provided by Customer to Synseer.

Any notice shall be deemed to have been delivered:

  • if sent by hand, when delivered;
  • if by first class post, five (5) days after posting; and
  • if by e-mail, as soon as the e-mail was sent, unless the party sending the notice knows or ought reasonably to suspect that the e-mail was not delivered to the receiving Party’s e-mail address.

Miscellaneous

These Terms of Use and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sub-licensable by you except with Synseer’s prior written consent.

Synseer may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees.

Copyright Infringement Policy

Synseer has adopted the following policy toward copyright infringement.

Synseer’s address to receive notification of claimed infringement is listed at the end of this section. It is Synseer’s policy to (1) block access to or remove submissions and content posted by Users that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our affiliates, content providers, members or Users; and (2) remove and discontinue providing the Service to repeat offenders.

1. Procedure for reporting copyright infringements: If you believe in good faith that submissions or content residing on or accessible through the Site or Service infringes copyright, please send a notice of copyright infringement form or otherwise, containing the following information to Synseer:

  • A physical or electronic signature of a person authorised to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials that are claimed to be infringed;
  • Identification of the submissions or content that is claimed to be infringing copyright including information regarding the location of the Submissions or content that the copyright owner seeks to have removed, with sufficient detail so that Synseer is capable of finding and verifying its existence;
  • Contact information of the notifier including address, telephone number and, if available, e-mail address;
  • A statement that the notifier has a good faith belief that the submissions or content are/is not authorised by the copyright owner, its agent, or the law; and
  • A sworn affidavit that the information provided is accurate and the notifying party is authorised to make the complaint on behalf of the copyright owner.

2. Once a bona fide infringement notification is received by Synseer, it is Synseer’s policy:

  • to remove or disable access to the infringing submissions or content;
  • to notify the submissions or content provider, member or User that it has removed or disabled access to the submissions or content; and
  • that repeat offenders will have the infringing submissions or content removed from the system and that Synseer will terminate such content provider’s, member’s or User’s access to the Service.

Please submit your notice to Synseer.

3. Procedure to supply a counter-notice to Synseer: if the submissions or content provider, member or User believes that the submissions or content that was removed or to which access was disabled is either not infringing, or the submissions or content provider, member or User believes that it has the right to post and use such submissions or content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or User must send a counter-notice containing the following information to Synseer:

  • a physical or electronic signature of the submissions or content provider, member or User;
  • identification of the submissions or content that has been removed or to which access has been disabled and the location at which the submissions or content appeared before it was removed or disabled;
  • a statement that the submissions or content provider, member or User has a good faith belief that the submissions or content was removed or disabled as a result of mistake or a misidentification of the submissions or content; and
  • submissions or content provider’s, member’s or User’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of England and Wales, and that such person or entity will accept service of claim and any other correspondence from the person who provided notification of the alleged infringement.

Please submit your counter-notice to Synseer at the address specified below.

If a counter-notice is received by Synseer, Synseer may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed submissions or content or cease disabling it in 10 business days.

Unless the copyright owner files an action seeking a court order against the submissions or content provider, member or User, the removed submissions or content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Synseer’s discretion.

Please contact Synseer at the following address:

Synseer Limited,
30 Gay Street,
Bath,
Somerset,
UK,
BA1 2PA.

Email: service@synseer.com

Limitation of our liability

We make no representations, warranties or guarantees, whether express or implied, that the Service or any content is accurate, complete, up-to-date, available, free from errors and viruses or other malware. To the fullest extent permitted by law, we exclude all conditions, warranties, representations and other terms (in each case whether express or implied) which may apply to the Service or to content on it.

We will not be liable to any User for any direct, indirect or consequential loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Service or the content it contains. This includes, but is not limited to: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings and loss of business opportunity, goodwill or reputation. Any liability we do have for losses you suffer is strictly limited to the monies that we have received from you in connection with your Licence Agreement. We are not responsible for any loss or damage that is not foreseeable at the time when you begin using the Service.

In any event, our combined liability will in no case exceed the sums paid to Synseer for Services in the 12 months preceding the loss or damage.

Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

We will not be liable for any loss or damage caused by a virus or other form of malware that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Service or your uploading or downloading of any content or material to or from it, or on any website linked to it.

Any links to other websites from the Service are provided for your information only and we are not responsible for the content of such other websites. We do not endorse such websites and we will not be liable for any loss or damage that may arise from your use of them.

Users registered with the Service are under the direction and control of the  Customer. Synseer provides decision-making and collaboration tools only and you agree that Synseer has no responsibility for any other aspect of service delivery or interaction between Users and bears no liability with regards to User decisions made, actions assigned and/or resulting conclusions, assumptions and business decisions taken by the Customer.

Contacting Synseer

Synseer and synseer.com are trading names of Synseer Limited which is a company registered in England and Wales under company number 09574973 and we have our registered office at:

Synseer Limited,
30 Gay Street,
Bath,
Somerset,
UK,
BA1 2PA.

Please feel free to e-mail us on: service@synseer.com or contact us via post using the address as mentioned above.

Version: 1.0
Last Updated: 26th Nov 2018

At Synseer, we believe in being clear and open about the terms which apply to Synseer’s online collaborative, decision-making and productivity tools, platform and service, including all features and functionalities, website, and user interfaces, as well as all content and software associated with the service that may be offered from time to time via Synseer’s website, web application (accessible via the following URL https://www.synseer.com/) and any mobile applications (the “Service”).

These Customer Terms and Conditions (the “Customer Terms”) govern your (Customer’s) access to and use of the Service. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

The Platform and the Services are offered to you subject to your acceptance, without modification, of the Customer Terms. When accepted by you these Customer Terms form a legally binding contract (Contract) between the Customer and Synseer (as defined below).

Please read these Customer Terms carefully. By accepting these Customer Terms, you acknowledge that you have read, understood, and agree to be bound by these Customer Terms. If you do not agree to be bound by these Customer Terms, then please do not access or use the Platform and the Services.

1      Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1       Definitions:

“Agreement” means this agreement, which consists of[the Invoice  and these Customer Terms and Conditions or other documents referred to or otherwise incorporated into this Agreement.
Confidential Information means confidential commercial, financial, marketing or technical information, know-how, trade secrets, User Personal Data and other confidential information relating to either Synseer or Customer (including the terms of this Agreement) in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part of this information.
Customer means the Organisation (company name and registered address) that you represent in agreeing to the Contract.
Customer Content means any materials delivered to Synseer for use in connection with the Service, the Synseer Software (whether existing prior to the Effective Date or created or coming into being during the Subscription Term of this Agreement) including Customer Marks, Confidential Information of Customer and any other property of any kind owned or controlled by or licensed by a third party to Customer.
Controller means the entity that, either alone or jointly with others, determines the means and purposes of the processing of Personal Data.
Data Protection Legislation means all applicable laws, regulations, regulatory and governmental requirements relating to processing of Personal Data including, without limitation, all the provisions of the UK Data Protection Act 1998, the ePrivacy Regulations and, from 25 May 2018, the GDPR, together will any national implementing legislation, in each case as amended, re-enacted or superseded from time to time.
Documentation means any documents made available to Customer by Synseer which set out a description of the Synseer Software, and the on-boarding information and the user instructions for the same.
ePrivacy Regulations means the Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (as amended).
GDPR means the EU General Data Protection Regulation (2016/679).
Initial Subscription Term

“Invoice”

means the initial term of this agreement as set out in[the Invoice.

means the payment invoice from Synseer which sets out the Service Fees, Initial Subscription Term and any subsequent Renewal Period, Payment Terms and the number of Key User Subscriptions purchased by the Customer pursuant to Clause 4.1.

Intellectual Property Rights all intellectual property rights including patents, registered designs, trade marks and service marks (whether registered or not), copyright, database rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, Confidential Information, business names, goodwill and the style and presentation of goods or services and applications for protection of any of the above rights.
“Key User” means a User which is entitled to initiate collaboration and decision-making activities using the Software Platform and use such functionalities of the Software Platform as Synseer generally makes available to such Users, as further set out on the Synseer Site from time to time.
“Key User Subscription”      

 

the user subscriptions purchased by Customer pursuant to Clause 4.1 which entitle Key Users to access, use and interact with the Services and the Documentation in accordance with this Agreement.
Marks means the trade marks, logos and other distinctive brand features of a Party.
Other User

 

 

“Payment Terms”

means any other User other than the Key User which is entitled to use the Synseer Software in a manner as Synseer generally makes available to such Users and as further set out on the Synseer Site from time to time.

means the date on which the Customer shall pay the Service Fees and the options for payment of the Invoice.

Personal Data means any information relating to an identified or identifiable individual and includes any information that is ‘personal data’ within the meaning of Data Protection Legislation.
Processor means any person other than an employee of the Controller that processes Personal Data on behalf of the Controller.
processing means any operation or set of operations that is performed in relation to Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, restriction, erasure or destruction; and “process” and “processed” shall be construed accordingly”.
Renewal Period has the meaning given to it in Clause 11.1.
“Service” means the provision and maintenance of the Synseer Software, and products available at or through the Synseer Site, hosting environment and technical support services that may be reasonably required of Synseer, together with any other services from time to time offered by Synseer and which, by express written agreement, the Parties agree to include within the scope of this Agreement.
“Service Fees” means the service fees as set out in the Invoice.
Service Levels

“Synseer”

means the service levels as set out on the Synseer Site and updated from time to time.

is defined as Synseer Limited, incorporated and registered in England and Wales with company number 09574973 whose registered address is at 30 Gay Street, Bath, Somerset, BA1 2PA.

Subscription Term has the meaning given to it in Clause 11.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supervisory Authority means any regulatory, supervisory, governmental or other competent authority with jurisdiction or oversight of Data Protection Legislation.
Synseer Materials means all materials delivered or made available to Customer for use in connection with the Service, the Synseer Software including on-boarding and marketing information, Synseer Documentation, Synseer Marks, Confidential Information of Synseer and any other property of any kind owned or controlled by or licensed by a third party to Synseer.
Synseer Software means the online collaboration and decision-making productivity tool provided by Synseer as part of the Services as made available  via Synseer’s website at https://www.synseer.com
“Synseer Site” means https://www.synseer.com/ as updated from time to time, and the services and products available at or through the Synseer Site
User Terms means Synseer’s standard Terms of Use applicable to all Synseer client businesses, as made available at https://www.synseer.com/legals/, and as updated from time to time.
User means any temporary staff, employee of or anyone engaged or invited by Customer who access or use the Synseer Software.
User Personal Data means the Personal Data of any and all Users that are processed by a Party in connection with the Services and use or access to the Synseer Software as detailed in Synseer’s Privacy Policy at https//.www.synseer.com/privacy/, and as updated from time to time.

1.2    In this Agreement headings are for convenience only and do not affect interpretation.

1.3       If there is any inconsistency between the Invoice, these Customer Terms and Conditions or other documents referred to or otherwise incorporated into this Agreement, the order of precedence shall be the Invoice, then these Customer Terms and Conditions, then any other documents.

1.4       Unless the context indicates a contrary intention:

(a)        words importing the singular include the plural and vice versa, any gender includes the other genders, if a word or phrase is defined, cognate words and phrases have corresponding definitions;

(b)        the words “other”, “includes”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and

(c)        any reference in this Agreement to Synseer’s right to exploit or exercise any right shall be deemed to include a right to license, permit or authorise others to undertake such activity.

2      Synseer obligations

2.1       As between the Parties, Synseer shall:

(a)        ensure that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care;

(b)        provide Customer with the Service and access to the Synseer Software in accordance with the terms of this Agreement;

(c)        maintain the Synseer Software and provide technical assistance to Customer;

(d)        from time to time report to Customer (such details as agreed between the Parties) on the User’s usage of/interactions with the Synseer Software in such frequency, detail and format as Synseer generally makes available to other customers;

(e)        as part of the Services and at no additional cost to Customer, provide Customer with Synseer’s standard customer support services as Synseer generally makes available to other customers; and

(f)         take reasonable precautions to preserve the integrity of any data which it processes and to prevent any corruption or loss of such data.

2.2       The undertakings at Clause 2.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Synseer’s instructions, or modification or alteration of the Services by any party other than the Synseer or the Synseer’s duly authorised contractors or agents. If the Services do not conform to this undertaking, Synseer will, at its expense, use reasonable commercial endeavours to correct any such non-conformity promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution shall be Customer’s sole and exclusive remedy for any breach of the undertakings set out in Clause 2.1. Notwithstanding the foregoing, Synseer:

(a)        does not warrant that Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by Customer through the Services 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 Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3      Customer obligations

3.1       As between the Parties, Customer shall:

(a)        pay the Service Fees to Synseer in accordance with Clause 5 and the Invoice;

(b)        be solely responsible for ensuring that it has all the necessary rights, permissions and consents to upload Customer Content to the Synseer Software;

(c)        provide Synseer with all necessary co-operation and access as may be required by Synseer in order to provide the Services;

(d)        to prevent delays in providing the Service, promptly deliver to Synseer any Customer Content required or reasonably requested;

(e)        employ, implement and maintain security measures and procedures to ensure that no unauthorised person may gain access to the Synseer Software;

(f)         be solely responsible for all activity occurring under Users’ accounts, abide by all applicable law in connection with its and its Users’ use of the Synseer Software and notify Synseer immediately of any known or suspected breach of security, or inappropriate use of the Synseer Software or Service;

(g)        be responsible for any User’s breach of this Agreement;

(h)        ensure that its network and systems comply with the relevant specifications provided by Synseer from time to time;

(i)         not access or use the Services and Documentation in order to build, or support the building of, a product or service which competes with the Services and/or the Documentation, or to provide similar services to third parties;

(j)         in connection with Customer’s use of the Synseer Software, comply with the User Terms , which are hereby incorporated into this Agreement;

(k)        procure that, prior to accessing the Synseer Software, Users expressly accept the User Terms and procure the Users’ compliance with the same; and

(l)         in relation to the Users, undertake that:

(i)        the maximum number of Key Users that it authorises to access and use the Services and the Documentation shall not exceed the number of Key User Subscriptions it has purchased from time to time;

(ii)       it will not allow any Key User Subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual Key User, in which case the prior Key User shall no longer have any right to access or use the Services and/or Documentation;

(iii)      it shall permit Synseer to audit the Services in order to establish the name of each Key User. Such audit may be conducted no more than once per quarter, at Synseer’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer’s normal conduct of business; and

(iv)      Other Users’ access and use of the Services shall be limited to such features as Synseer makes available to such Users from time to time and Other Users shall have no access to the accounts of Key Users.

4      Scope of the agreement

4.1       Subject to Customer purchasing the Key User Subscriptions in accordance with Clause 5, and conditional upon compliance with, the terms and conditions of this Agreement, Synseer hereby grants to Customer a limited, non-exclusive and non-transferable licence (without the right to grant sub-licences) during the Subscription Term, to permit the Key Users and Other Users to use the Synseer Software and the Documentation in accordance with its intended functionalities, and in accordance with this Agreement.

4.2       Except as otherwise expressly permitted by Synseer, Customer is not authorised under this Agreement to:

(a)        license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Synseer Software or any of the Synseer Materials in any way;

(b)        modify or make derivative works based upon the Synseer Software or any of the Synseer Materials; or

(c)        reverse engineer or access any of the Synseer Software in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of any of the Services; or (c) copy any ideas, features, functions or graphics of any of the Synseer Software.

4.3       Customer must not use any the Synseer Software in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.4       Synseer, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to any of the Synseer Software.

5      Payment

5.1       The Customer shall pay the Service Fees to Synseer for the Key User Subscriptions in accordance with this Clause 5 and the Invoice.

5.2       We may offer a free, no-obligations trial subscription of the Service(“Trial Subscription”) prior to charging for the Service Fees. The Trial Subscription, if any, shall commence on the date that you commence access or use of, as applicable, the Service, and will conclude at the end of the Trial Subscription agreed with Synseer, or sooner if: (i) you upgrade your subscription by beginning to pay the applicable Fees for the Service, (ii) you request to terminate it sooner, or (iii) your use of the Service is terminated in accordance with these Terms. Upon conclusion of the Trial Subscription and until you delete your Account, you’ll still be able to make a limited use of the Service in order to download your Customer Data, but were serve the right to terminate and delete your Account at any time with a 30-day notice

5.3       The Trial Subscription is offered on a free basis based on a maximum of 1 Key User Subscription unless otherwise agreed in writing with Synseer

5.4       We reserve the right to modify, cancel and/or limit this Trial Subscription at any time

6      Intellectual property

6.1       Neither Party grants any rights in its respective Marks or other Intellectual Property Rights other than those expressly granted in this Agreement. There are no implied licences granted under this Agreement and any rights not expressly granted by Customer or Synseer to each other (whether further to this Agreement or otherwise) are hereby fully and expressly reserved to, respectively, Customer or Synseer, as the case may be.

6.2       As between the Parties: (i) Synseer retains and owns all right, title and interest in and to the Synseer Software, the Synseer Materials, the Synseer Marks, and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein; and (ii) Customer retains and owns all right, title and interest in and to Customer Content, Customer Marks and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein.

7      Appointment of representatives and on-boarding

Each Party shall appoint an authorised representative who shall co-ordinate his/her Party’s respective activities under this Agreement and meet with the other Party’s authorised representative on a regular basis to discuss the Users’ usage of the Synseer Software.

8      Additional key users

Customer may purchase additional Key User Subscriptions by notifying Synseer in writing. Synseer will provide such Key User Subscriptions to Customer within a reasonable timeframe.  The Service Fees shall be increased pro rata and Synseer will reflect this increase in the Invoice rendered at the end of the month in which Customer receives the additional Key User Subscriptions. The terms of the new Additional Key User Subscription will run from the date of their commencement to the end of the Renewal Period of the existing Key User Subscriptions to which the new subscriptions are added.

9      Warranties

9.1       Each Party represents and warrants to the other Party that:

(a)        it has the full power and authority to enter into and to perform this Agreement and that the person executing this Agreement on behalf of the Party is authorised to do so;

(b)        the execution and performance of the obligations and duties of this Agreement by either Party will not violate any agreement to which the other Party is a party or by which it is otherwise bound;

(c)        any and all activities undertaken by it in connection with this Agreement will be performed in compliance with all applicable laws, rules, and regulations.

(d)        it shall perform all its obligations in the Agreement with due care, skill, promptness and diligence;

(e)        its materials (i.e. the Synseer Materials and Customer Content, as applicable) will not violate or infringe the rights of any third party;

(f)         its Marks will not violate or infringe the rights of any third party;

(g)        it shall not use the other Party’s materials (the Synseer Materials and Customer Content, as applicable) other than as expressly permitted herein; and

9.2       Synseer hereby further warrants and represents that Synseer Materials shall, to the best of its knowledge, be free from contamination by any computer virus and that Synseer shall not introduce any viruses or unauthorised software on Customer’s systems while performing the Services. Synseer reserves the right to disinfector or, if necessary, delete or refuse to upload any Customer Content found to contain malware or suspicious content of any kind.

9.3       Customer hereby further warrants and represents that:

(a)        it has and will maintain throughout the Subscription Term all rights, authorisations and licences that are required in order for: (i) it to fully perform its obligations hereunder; (ii) it to grant the rights and licences granted herein; and (iii) Synseer to use Customer Content and Customer Marks, as permitted herein;

(b)        it shall be solely responsible for Users’ use of and access to the Synseer Software, and Customer shall operate the same and deal with Users in accordance with all applicable laws (including all Data Protection Legislation);

(c)        it shall comply with the Terms of Use.

9.4       Except as expressly set forth in this Agreement, neither Party makes any further express or implied warranties and, to the fullest extent possible under applicable law, expressly disclaims any further implied warranties, terms and conditions.

10     Indemnity and liability

10.1      Each Party (“Indemnitor”) will indemnify and hold the other Party (“Indemnitee”), its parent, subsidiary and affiliated companies and entities and its officers, directors, employees and agents (collectively, “Indemnitee Indemnified Parties”) harmless from and against any and all liabilities, costs, expenses, damages and losses (excluding any indirect or consequential losses including, without limitation, loss of profit, loss of reputation) and/or all interest, penalties and reasonable bona fide third party legal costs and all other third party, reasonable professional costs and expenses actually suffered or incurred by the Indemnitee Indemnified Parties arising directly out of or in connection with any third-party claims or actions brought against the Indemnitee Indemnified Parties to the extent they are based upon a claim that, if true, would:

(a)        In the case of Synseer, be an infringement of a third party’s Intellectual Property Rights arising out of or in connection with the authorised use of the Synseer Software or receipt of the benefit of any of the Services;

(b)        In the case of Customer, be a breach of any of its representations or warranties in Clauses 9 or 12.1 of this Agreement; and

(c)        In the case of each Party, be in breach of Clause 13 of this Agreement (collectively, “Indemnified Claims”).

10.2      If any third party makes or threatens to make an Indemnified Claim against the Indemnitee, the Indemnitee shall: (i) give reasonably detailed written notice of the Indemnified Claim to the Indemnitor as soon as reasonably possible; (ii) not make any admission of liability, agreement or compromise in relation to the Indemnified Claim without the prior written consent of the Indemnitor (such consent not to be unreasonably withheld or delayed); and (iii) allow the Indemnitor sole control and conduct of any action, litigation, settlement, negotiations or other proceedings in respect of the Indemnified Claim, provided that the Indemnitee shall have the right to participate in the defence of any such claim.

10.3      Without prejudice to any other rights or remedies, a Party shall not be liable in relation to any delay or failure to perform its obligations or to provide accurate information under this Agreement provided such failure is directly and identifiably attributable to the acts and omissions of the other Party, its agents, subcontractors, consultants or employees.

10.4      Nothing in this Agreement excludes the liability of either Party: (i) for death or personal injury caused by a party’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other liability which cannot be limited under applicable law.

10.5      Subject to Clause 10.4, neither Party shall be liable to the other in connection with this Agreement (whether in contract, tort or negligence) for any loss of profits, loss of business, depletion of goodwill, loss of data, or for any, indirect or consequential loss or damage however arising.

10.6      Subject to Clause 10.4, in no event shall Synseer’s aggregate liability for all events arising in each year during the Subscription Term of this Agreement (whether in contract, tort, negligence or otherwise) shall be limited to the total Service Fees paid for the Key User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

11     Term and termination

11.1      This Agreement shall, unless terminated in accordance with this Clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods (each a “Renewal Period”), unless:

(a)        either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b)        otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

11.2      A Party may terminate the Subscription Term of this Agreement, by written notice to the other Party and with immediate effect where:

(a)        the other Party commits any material breach of this Agreement, provided that where the breach is capable of remedy, such breach is not remedied within 30 (thirty) days of notice of the breach; or

(b)        the other Party: (i) is unable to pay its debts; (ii) is the subject of a petition, order, or resolution in connection with winding up, whether solvent or insolvent, or ceases or threatens to cease to carry on all or a material part of its business; (iv) has a receiver, administrator or examiner appointed over all or any part of its assets; (v) suffers or is subject to any analogous event or procedure to those set out above in any jurisdiction; or (vi) suspends or ceases or takes any action to cease, to carry on, all or a substantial part of its business.

11.3      Without prejudice to any other right or remedy that it may have, if Customer fails to pay Synseer any undisputed Service Fees on the due date, Synseer may at its sole discretion degrade, reduce, suspend or (after 7 days of non-payment) terminate the Services in writing and with immediate effect, until or unless payment of such undisputed Service Fees is made in full.

11.4      On expiry or termination of the Subscription Term of this Agreement:

(a)        each Party shall return any and all of the other Party’s materials and deliverables then in its possession;

(b)        all rights and licences granted hereunder shall cease;

(c)        Customer must immediately cease using the Synseer Software;

(d)        each Party shall within thirty (30) days of the date of expiry or termination of this Agreement return to the other all of the other Party’s Confidential Information (or, if requested, delete the same of part thereof) together with any copies made thereof, and (if requested) certify to the other Party that it has complied with this obligation;

(e)        except as specifically provided for in this Agreement, each Party’s further rights and obligations shall cease immediately on termination of this Agreement and the Parties shall make any reassignments necessary to achieve this, but termination does not affect either Party’s accrued rights and obligations as at the date of termination; and

(f)         all monies payable to Synseer under this Agreement that are then due or to become due to Synseer pursuant to the terminated Agreement shall remain payable within thirty (30) days of such expiration or termination; and Customer shall immediately pay to Synseer all outstanding invoices and interest and, in respect of Services supplied but for which no Invoice has been submitted, Synseer may submit an Invoice, which shall be payable in accordance with the terms of the Invoice and this Agreement.

11.5      If the Agreement is terminated as a result of material breach by Customer (for example non-payment of undisputed Service Fees), Customer will pay to Synseer all monies properly due and/or incurred by Synseer or arising under the Invoice and this Agreement in accordance with their terms.

11.6      Clauses which by their terms or intent are to survive termination of this Agreement will do so.

12     Data protection

12.1      Customer warrants that it has obtained all necessary consents and provided all necessary notifications to enable Synseer to collect and process User Personal Data in accordance with this Agreement.

12.2      To the extent that a Party processes User Personal Data under or in connection with this Agreement, each such Party undertakes and agrees to comply with their respective obligations under the Data Protection Legislation. The Parties intend that Customer will be the Controller of User Personal Data and Synseer shall be a Processor.

12.3      Synseer will only process User Personal Data in accordance with Customer’s instructions as set out in this Agreement or upon Customer’s request.  Synseer will treat User Personal Data as confidential and will not disclose or transfer it to any third party without Customer’s prior permission, except where such disclosure or transfer is necessary to comply with Customer’s instructions or by law.

12.4      Synseer will implement appropriate technical and organisational measures to protect User Personal Data from accidental or unlawful destruction or accidental loss or damage, alteration, unauthorised disclosure or access, taking into account the state of the art and the costs of their implementation in relation to the risks inherent in the processing and the nature of the User Personal Data to comply with Data Protection Legislation.

13     Confidentiality

13.1      The Parties both warrant and represent that they will keep confidential all Confidential Information disclosed to them.

13.2      The obligations of confidentiality in this Clause 13 will not apply to any matter that: (i) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement or any other obligations of confidentiality; (ii) was independently disclosed to it by a third party entitled to disclose the same; or (iii) was already known to the recipient before receipt from the other Party; provided always that the aforementioned exclusions shall not apply to the extent that the Confidential Information comprises User Personal Data.

13.3      Both Parties must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information and will only store, copy or use the other’s Confidential Information to the extent necessary to perform its obligations under this Agreement.

13.4      Each recipient may disclose Confidential Information as may be required by law, regulation, order of a competent authority, or request of that party’s professional adviser provided that the disclosing Party notifies the other party in advance.

14     General

14.1      Nothing in this Agreement is intended to, or shall be deemed to, establish an exclusive relationship, any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

14.2      No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

14.3      Neither Party shall assign its rights under this Agreement either in whole or in part without the prior written consent of the other Party, save that Synseer may be entitled to assign this Agreement to any affiliate or group company or in connection with a merger or business sale of its assets.

14.4      No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of or restriction on the right to exercise that or any other right or remedy.

14.5      This Agreement, together with the documents referred to in it (such as the Terms of Use) contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

14.6      If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Save as otherwise provided in this Agreement, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.7      This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.8      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 be governed by and construed in accordance with the laws of England. The Parties agree that the courts of England will have exclusive jurisdiction to decide any matter relating to the enforcement or construction of this Agreement. In the case of actual or potential infringements of confidentiality or intellectual property rights, we are free to seek injunctive, or other equitable relief, in addition to any and all remedies available at law for any breach of these Terms of Use in any court of competent jurisdiction

Contacting Synseer

Synseer and synseer.com are trading names of Synseer Limited which is a company registered in England and Wales under company number 09574973 and we have our registered office at:

Synseer Limited,
30 Gay Street,
Bath,
Somerset,
UK,
BA1 2PA.

Please feel free to e-mail us on: service@synseer.com or contact us via post using the address as mentioned above.