Terms

Last update 22.07.2023

1. Application

1.1 Application. General sales and delivery terms and conditions ("Terms") apply to all agreements regarding SYNCSENS ApS, VAT number 40873805, ("The Company") sale and delivery of products, subscriptions, spare parts and associated services to their Customers.

2. Contract Basis

2.1 Contract Basis. The Terms, together with the Company's offer and order confirmation ("Order Confirmation"), constitute the entire contract basis regarding the Company's sale and delivery of products, subscriptions, spare parts and associated services to the Customer ("Contract Basis"). The Customer's purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the Contract Basis.

2.2 Health and safety warnings, user manual and hygiene and cleaning protocol must be read, understood and accepted before use. (See more here: www.syncsense.io/Support).

2.3 Changes and additions. Changes to and additions to the Contract Basis are only valid if the parties have agreed them in writing.

2.4 However, the Company reserves the right to change the present General sales and delivery terms with appropriate advance written notice. If the Customer cannot accept the amended terms, the customer can terminate the subscription to the date of the new terms' coming into effect.

2.5 Legal status. Each of the parties shall immediately notify the other party if the party changes status as a legal person, is subject to bankruptcy or reconstruction proceedings or voluntary liquidation.

3. Products, subscriptions, spare parts and services

3.1 Products and spare parts. Hardware products and spare parts such as VR glasses, tablets and proprietary motion sensor, which the Company sells and delivers to the customer, are new and comply with Danish law at the time of delivery. The Company sells and delivers spare parts to a product as long as spare parts can be obtained.

3.2 Subscriptions. Specific terms for the particular subscription, including subscription period, are included in the Order Confirmation.

3.3 Subscriber's access and right of use. The subscriber (the customer) has access and the right to use the proprietary software and hardware products (such as VR glasses app, tablet/mobile app, VR movie library, data compliance web module, and motion sensor), for which a subscription is purchased, according to the Order Confirmation. The Company reserves the right to continuously and without notice change the contents and functions of products (updates).

3.4 Updates. The Company may from time to time develop and deliver updates to the proprietary software and hardware products (such as VR glasses app, tablet/mobile app, VR movie library, data compliance web module, and motion sensor). This may include the following product improvements: upgrades, changes, bug fixes, patches or other error corrections and/or new features. Certain products may not function if updates are not installed.

3.5 Subscription period. The subscription takes effect when the Company has registered the subscriber's order. The subscriber has no right of withdrawal. The subscription is initially entered for a fixed period specified in the agreement according to the Order Confirmation and is then extended for a fixed period specified in the agreement according to the Order Confirmation ("Extended Subscription Period") until the subscription is terminated by the subscriber on the terms specified below at the expiration of an Extended Subscription Period.

The subscription cannot be cancelled during both the original subscription period according to the Order Confirmation and the Extended Subscription Period. If the subscriber does not wish to transition to an Extended Subscription Period, the subscriber must cancel the subscription in writing with 90 days' notice to the end of either the original subscription period according to the Order Confirmation or the Extended Subscription Period. This must be done by an email to simon@syncsense.io.

3.6 Services. Associated services that the Company sells and delivers to the customer in connection with the sale, delivery and implementation of products, subscriptions or spare parts such as kick-off meetings, training, installation (as well as follow-up and status meetings) and customization of a standard product are carried out correctly and in accordance with Danish law at the time of delivery.

3.7 Limitation of Liability. The products, subscriptions, spare parts, and related services that the Company sells and delivers to the customer are intended to make training fun and motivating for its users per Health and Safety warnings, and for use in Denmark and other European countries. Regardless of any opposing terms in the Contract, the Company is in no case liable for loss or damage that can be attributed to use for another purpose or for use outside of Denmark and European countries. The customer shall indemnify the Company, to the extent that the Company may incur liability for such loss or damage. The Company's liability is in all cases limited to DKK 9 million.

3.8 Breach of Contract. In the event of a breach of the terms in the Conditions or Order Confirmation, the Company can temporarily close access and the right to use the subscription, until the breach ceases. If the customer significantly breaches their obligations, the Company can terminate the agreement with immediate effect without refunding the price for the remaining period of the subscription's term.

Failure to pay and any interest, repeated delayed payment of more than 30 days, and unjustified distribution of access to the solution are considered significant breaches of contract.

4. Price and Payment

4.1 The price for products, subscriptions, spare parts, and related services follows the Company's current price list at the time the Company confirms the customer's order. All prices are exclusive of VAT.

4.2 The customer must pay all invoices for products, subscriptions, spare parts, or related services no later than 14 calendar days after the invoice is sent, unless the parties have agreed otherwise in writing.

The Company invoices the customer at startup for the first year or for the entire agreed subscription period per the Order Confirmation. Upon transition to an Extended Subscription Period, the Company will either invoice the customer in advance annually or for the entire agreed subscription period. This is agreed in writing in the agreement for the Extended Subscription Period.

If the organization ceases to use the subscription in either the original or Extended Subscription Period, the full subscription price for the entire period is immediately due for payment at the same time as the termination.

4.3 Terms. The Company reserves the right to adjust the price annually in relation to the prevailing inflation rate at any given time.

The Company reserves the right to change the Company's current price list with appropriate prior written notice. If the Customer cannot accept the changed prices, the Customer can terminate the Subscription to the date of the new prices coming into effect.

The subscription price for any Extended Subscription Period is invoiced at the list prices applicable at the time of the Extended Subscription Period, which are determined with consideration to the Company's costs and the general price development in the market where the Company operates. If a discount agreement was made at the start of the original subscription period, this discount will also cease in the Extended Subscription Period.

Any travel expenses incurred by work for the customer - including costs for transport, food, accommodation, and travel time - are borne by the customer. These items can be billed continuously and are not included in the price for products, subscriptions, spare parts, or related services, unless the parties have agreed otherwise in writing.

5. Late Payment

5.1 Interest. If the customer fails to pay an invoice for products, subscriptions, spare parts, or related services on time for reasons that the Company is not responsible for, the Company has the right to interest of the due amount of 1% per month from the due date until payment is made.

5.2 Termination. If the customer fails to pay a due invoice for products, subscriptions, spare parts, or related services no later than 14 calendar days after receiving written demand for payment from the Company, the Company has, in addition to interest per clause 5.1, the right to: (i) terminate the sale of the products, subscriptions, spare parts and/or related services that the delay concerns, (ii) terminate the sale of products, subscriptions, spare parts and/or related services that have not yet been delivered to the customer, or require prepayment for this, and/or (iii) assert other default rights.

6. Offers, Orders, and Order Confirmations

6.1 Offers. The Company's offers are valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers that are in the Company's hands after the acceptance deadline is not binding for the Company unless the Company notifies the customer otherwise.

6.2 Orders. The customer must send orders for products, subscriptions, spare parts, or related services to the Company in writing. An order must contain the following information for each ordered product, spare part, or service: (i) Item description, (ii) Quantity, (iii) Price, (iv) Payment terms, (v) Delivery date, (vi) Delivery address, and (vii) Delivery terms.

6.3 Confirmation of the customer's order. The Company strives to send confirmation or rejection of an order for products, subscriptions, spare parts, or associated services to the customer in writing no later than 14 calendar days after receipt of the order. Confirmations and rejections of orders must be in writing to bind the Company.

6.4 Change of orders. The customer cannot change a submitted order for products, subscriptions, spare parts, or associated services without the Company's written consent.

6.5 Discrepant terms. If the Company's Order Confirmation for products, subscriptions, spare parts, or associated services does not match the customer's order or the Agreement Base, and the customer does not wish to accept the discrepant terms, the customer must notify the Company in writing no later than 14 calendar days after receiving the Order Confirmation. Otherwise, the customer is bound by the Order Confirmation.

7. Delivery

7.1 Delivery condition. The Company delivers all sold products and spare parts per the Order Confirmation. The Company is responsible for any loss and damage during transport. The customer pays for the transport unless otherwise agreed in writing by the parties.

7.2 Delivery time. The Company delivers all sold products, subscriptions, spare parts, and associated services at the time stated in the Order Confirmation. The Company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.

7.3 Investigation. The customer must inspect all products, subscriptions, spare parts, and associated services upon delivery. If the customer discovers an error or defect that they wish to invoke, it must be immediately notified in writing to the Company. If an error or defect that the customer discovers or should have discovered is not immediately reported in writing to the Company, it cannot be claimed later.

7.4 Return after testing. Return of products is only accepted following prior agreement. The customer pays for the return and bears the responsibility for any loss and damage during transport. If the customer has damaged products, contrary to paragraph 9.2, the customer will be charged for spare parts for repair and/or product replacement.

Return information:

SYNCSENSE ApS
C/O Steen Petersen
Maria Kirkeplads 4, 4.TV
1707 København V
Denmark

8. Delayed delivery

8.1 Notification. If the Company expects a delay in the delivery of products, subscriptions, spare parts, or associated services, the Company informs the customer and also states the reason for the delay and a new expected delivery time.

8.2 Termination. If the Company fails to deliver products, subscriptions, spare parts, or associated services no later than 30 days after the agreed delivery time for reasons the customer is not responsible for, the customer can cancel the order(s) affected by the delay without notice by written communication to the Company. The customer has no other rights due to delayed delivery.

9. Warranty

9.1 Warranty. The Company guarantees that products, subscriptions, spare parts, and associated services are free from significant errors and defects in design, materials, and execution at delivery. For proprietary software and hardware products (such as app for VR glasses, app for tablet/mobile, VR film library, data compliance web module, and motion sensor) that are replaced under warranty, the warranty period is the original or Extended Subscription Period.

9.2 Exceptions. The Company's warranty does not include wear parts such as VR glasses, tablets, and errors or defects due to: (i) normal wear and tear, (ii) storage, installation, use or maintenance contrary to the Company's instructions or common practice, (iii) repair or modification performed by others than the Company, and (iv) other conditions for which the Company is not responsible.

9.3 Notice. If the customer discovers an error or defect during the warranty period that they wish to invoke, it must be immediately reported in writing to the Company. If an error or defect that the customer discovers or should have discovered is not immediately reported in writing to the Company, it cannot be claimed later. The customer must provide the Company with the information about a reported error or defect that the Company requests.

9.4 Examination. Within a reasonable time after the Company has received notification from the customer about a defect or fault and has examined the claim, the Company will notify the customer whether the defect or fault is covered by the warranty. The customer, upon request, should send defective parts to the Company. The customer bears the costs and risks of parts during transport to the Company. The Company bears the costs and risks of parts during transport to the customer, if the defect or fault is covered by the warranty.

9.5 Remediation. Within a reasonable time after the Company has notified the customer, pursuant to clause 9.4, that a defect or fault is covered by the warranty, the Company remedies the defect or fault by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer's own replacement or repair.

9.6 Termination. If the Company fails to remedy a defect or fault covered by the warranty within a reasonable time after the Company has given notice to the customer pursuant to clause 9.4, for reasons for which the customer is not responsible, and the defect or fault is not remedied within a reasonable deadline, the customer can terminate the orders affected by the defect or fault, without notice, by written notice to the Company. The customer has no other rights regarding defects or faults in products, subscriptions, spare parts, or associated services other than those expressly stated in clause 9.

10. Liability

10.1 Liability. Each party is responsible for their own actions and omissions according to applicable law with the limitations that follow from the Agreement.

10.2 Product liability. The Company is responsible for product liability with regard to delivered products and spare parts, to the extent that such liability follows from mandatory legislation. The customer should indemnify the Company, to the extent that the Company may incur product liability beyond this.

10.3 Indirect losses. Notwithstanding any opposing terms in the Agreement, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time, or goodwill, unless it is caused intentionally or grossly negligently.

10.4 Force majeure. Notwithstanding any opposing terms in the Agreement, the Company is not liable to the customer for failing to fulfill obligations, which can be attributed to force majeure. The exemption from liability lasts as long as the force majeure persists. Force majeure includes conditions beyond the Company's control, which the Company should not have foreseen at the time of the contract. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism, and labor disputes.

11. Intellectual Property Rights

11.1 Ownership. The full ownership of all intellectual property rights for proprietary software and hardware products (such as app for VR glasses, app for tablet/mobile, VR movie library, data compliance web module, and motion sensor), including patents, designs, trademarks, and copyrights, belongs to the Company. The customer does not obtain any intellectual property rights to the products or their content.

The customer must not decode the products or otherwise attempt to access the source code or the documentation belonging to the products, including the structure and composition of the products.

The customer may not sell, transfer, distribute, license, rent, lease, lend, or otherwise allow anyone other than the customer or their users access to the products.

11.2 Indemnification. The customer shall indemnify the Company against any claim, a third party might direct against the Company as a result of violation of products, subscriptions, spare parts, and associated services to the customer to the terms of the copyright law, trademark law, design law, marketing law, or the terms of the Conditions or the Order Confirmation.

12. Confidentiality

12.1 Disclosure and use. The customer must not pass on or use or enable others to use the Company's trade secrets or other information regardless of nature, which is not publicly available.

12.2 Protection. The customer must not improperly obtain or attempt to obtain knowledge of or possession of the Company's confidential information as described in clause 12.1. The customer must handle and store the information properly to prevent it from unintentionally becoming known to others.

12.3 Duration. The customer's obligations under clause 12.1-12.2 apply during the parties' business dealings and indefinitely after the end of business dealings, regardless of the reason for the termination.

13. Processing of personal data

13.1 Processing. The Company processes personal data with due regard for the data protection regulation and law. Information about the customer's name, email, phone number, etc. is used only in connection with the customer's order and communication.

13.2 Data Subject's Rights. The Company complies with the rights of the data subjects (including the right to access, correction, deletion, restriction of processing, objection, data portability, complaint, and the right not to be subject to a decision based solely on automated processing, including profiling).

13.3 Storage and Disclosure. The Company stores the information as long as it is necessary for the purpose for which the information is processed. The Company does not disclose, sell or otherwise transfer information to third parties unless the customer has given consent.

13.4 Contact. If the customer wants information about which data is being processed, to have data deleted or corrected, they can contact the Company. This should be done by an email to steen@syncsense.io.

14. Applicable Law and Venue

14.1 Applicable Law. The business dealings of the parties are in all respects subject to Danish law.

14.2 Venue. Any dispute that may arise in connection with the business dealings of the parties shall be decided by a Danish court.

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