Terms and Conditions

1. Identity of the Parties

These general terms and conditions (hereinafter the “Terms and Conditions”) govern the contractual relationship between:

SYNTHERIS BV, with registered offices at Vildersweg 6, 2222 Heist-op-den-Berg, Belgium, and
SYNTHERIS ADVISORY SL, with registered offices at Calle Núñez Balboa 120, 28006 Madrid, Spain,
(hereinafter jointly referred to as “Syntheris”),

and the client entering into a contractual relationship with Syntheris (hereinafter the “Client”).

2. Applicability of the Terms and Conditions

2.1.
These Terms and Conditions apply to all offers, quotations, orders, invoices, services, deliverables and to all written or verbal agreements between Syntheris and the Client. They constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, proposals, correspondence or communications, whether oral or written.

2.2.
These Terms and Conditions shall not apply where mandatory public procurement rules govern the contractual relationship, or where a written framework agreement, master services agreement or similar contract has been concluded between the parties that explicitly derogates from these Terms and Conditions. In such case, the terms of the relevant agreement shall prevail.

2.3.
The present Terms and Conditions shall always prevail over any general or special terms and conditions of the Client or of any third party, unless Syntheris has expressly accepted such terms in writing.

2.4.
By accepting any offer, invoice, service or deliverable of Syntheris, or by allowing Syntheris to commence the performance of the services, the Client expressly acknowledges having taken note of these Terms and Conditions and accepts them unconditionally.

2.5.
Time spent by Syntheris on project coordination, technical guidance, documentation, governance discussions, advisory services or internal alignment activities shall be considered part of the billable services, unless explicitly agreed otherwise in writing.

3. Offers and Formation of the Agreement

3.1.
All offers made by Syntheris are non-binding and remain valid for a period of thirty (30) calendar days from the date of issuance, unless explicitly stated otherwise.

3.2.
An agreement between Syntheris and the Client shall be deemed concluded upon the earliest of the following events: (i) written acceptance of the offer by the Client, (ii) commencement of the performance of the services by Syntheris, or (iii) any conduct by the Client that reasonably demonstrates acceptance of the offer.

4. Prices, Invoicing and Payment

4.1.
All prices communicated by Syntheris are expressed in euros, exclusive of value-added tax (VAT) and any other applicable taxes or levies, unless explicitly stated otherwise.

4.2.
Any discounts, special pricing conditions or commercial arrangements apply solely to the specific agreement for which they are granted and shall not give rise to any rights in respect of other agreements.

4.3.
Invoices issued by Syntheris are payable within thirty (30) calendar days from the invoice date, without deduction, compensation or set-off, irrespective of any alleged or actual dispute.

4.4.
Invoicing shall take place on a periodic basis (including monthly invoicing for services rendered), upon delivery of agreed milestones or deliverables, or in advance, as explicitly agreed between the parties.

4.5.
Any objection to an invoice must be notified to Syntheris in writing within seven (7) calendar days from the invoice date. In the absence of a timely objection, the invoice shall be deemed definitively accepted. An objection shall in no event suspend the Client’s payment obligation.

4.6.
In the event of late payment, the outstanding amount shall be automatically increased by statutory late payment interest in accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions, as well as by a lump-sum indemnity corresponding to ten percent (10%) of the invoice amount, with a minimum of forty (40) euros per invoice, without prejudice to Syntheris’ right to claim additional damages.

4.7.
Syntheris reserves the right to adjust its prices periodically to reflect increases in labour costs, inflation, mandatory wage indexation or other objectively justified cost increases.

5. Nature of the Services and AI Systems

5.1.
Syntheris provides professional services in the field of artificial intelligence, data engineering and advanced analytics, including advisory services, system design, model development, validation and deployment.

5.2.
Unless explicitly agreed otherwise in writing, AI systems developed or supported by Syntheris are deployed within environments controlled by the Client. Syntheris does not provide consumer-facing platforms, software-as-a-service offerings or public application programming interfaces.

5.3.
The Client remains solely responsible for the operational use of the AI systems, the decisions taken based on their outputs, and compliance with applicable laws and regulations, including sector-specific requirements and obligations under the EU Artificial Intelligence Act.

6. Liability

6.1.
Syntheris may only be held liable for direct damage resulting from intentional misconduct or gross negligence on its part, to the extent such damage has been duly proven by the Client.

6.2.
Under no circumstances shall Syntheris be liable for indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of data, loss of savings, reputational damage or damage resulting from business decisions taken by the Client on the basis of AI system outputs.

6.3.
In any event, the total aggregate liability of Syntheris shall be limited to the total amount of fees invoiced by Syntheris to the Client for the services giving rise to the claim during the six (6) months preceding the event causing the damage.

6.4.
Syntheris shall not be liable for any damage resulting from inaccurate, incomplete or untimely information provided by the Client, from misuse or misconfiguration of systems, from integration with third-party systems or data, or from the Client’s failure to implement appropriate human oversight, governance or safeguards.

6.5.
Any claim for damages must be notified to Syntheris in writing as soon as reasonably possible and, in any event, no later than seven (7) calendar days after the Client became aware of the damage.

7. Intellectual Property Rights

7.1.
All intellectual property rights in methodologies, models, software, documentation, technical know-how and other materials used or developed by Syntheris in the performance of the services shall remain vested in Syntheris or its licensors.

7.2.
Subject to full and timely payment of all invoices, Syntheris grants the Client a non-exclusive, non-transferable and non-sublicensable licence to use the deliverables solely for the Client’s internal business purposes.

7.3.
Any assignment of intellectual property rights to the Client shall only be valid if expressly agreed in writing and shall be limited to deliverables specifically developed for the Client, excluding any background intellectual property or reusable components of Syntheris.

7.4.
Where the use of deliverables requires licences to third-party software, such licences shall be obtained and paid for by the Client.

8. Processing of Personal Data

8.1.
Each party shall comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679.

8.2.
Where Syntheris processes personal data on behalf of the Client as a data processor, such processing shall take place solely in accordance with the Client’s documented instructions and subject to a data processing agreement.

8.3.
Syntheris may process personal and sensitive data within AI systems only to the extent explicitly agreed and subject to appropriate technical and organisational safeguards.

8.4.
Syntheris shall implement appropriate security measures and shall notify the Client without undue delay of any personal data breach.

9. Confidentiality

9.1.
All information exchanged between the parties that is of a confidential nature shall be treated as strictly confidential and shall only be used for the purpose for which it was disclosed.

9.2.
Each party shall ensure that its employees, agents and subcontractors comply with the confidentiality obligations set out herein.

9.3.
The confidentiality obligations shall survive termination of the agreement for any reason.

10. Non-Solicitation

10.1.
The Client undertakes not to solicit or employ, directly or indirectly, any employee or contractor of Syntheris during the term of the agreement and for a period of twelve (12) months following its termination, unless prior written consent has been obtained from Syntheris.

10.2.
Any breach of this obligation shall give rise to a lump-sum indemnity of fifty thousand euros (EUR 50,000) per infringement, without prejudice to Syntheris’ right to claim additional damages.

11. Termination

11.1.
Unless agreed otherwise, either party may terminate the agreement at any time by giving thirty (30) calendar days’ written notice.

11.2.
Syntheris may terminate the agreement with immediate effect in the event of insolvency, serious breach of contractual obligations or persistent non-payment by the Client.

11.3.
Upon termination, all services performed up to the termination date shall remain payable.

12. General Provisions

12.1.
If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.2.
The Client may not assign its rights or obligations under the agreement without the prior written consent of Syntheris.

12.3.
Syntheris reserves the right to subcontract all or part of the services.

12.4.
Unless expressly objected to in writing, Syntheris may refer to the agreement and the Client’s name for commercial reference purposes.

13. Governing Law and Jurisdiction

13.1.
These Terms and Conditions and any agreement concluded between Syntheris and the Client shall be governed by and construed in accordance with Belgian law where the contracting entity is SYNTHERIS BV, or Spanish law where the contracting entity is SYNTHERIS ADVISORY SL, or as otherwise expressly designated in the relevant agreement.

13.2.
Any dispute arising out of or in connection with these Terms and Conditions shall fall under the exclusive jurisdiction of the competent courts of the country whose law applies pursuant to article 13.1, without prejudice to Syntheris’ right to seek interim or injunctive relief before any competent court.