General Terms and Conditions

1. Introduction

1.1. General

These General Terms and Conditions (“Terms”) set out the rules governing the Client’s access to and use of the Synnect Platform, operated by Synexly DOO, a company specializing in B2B automation solutions (“Synexly”).

1.2. Data Processing and Privacy

The processing and protection of personal data shall be governed by the Privacy Policy located at https://synnect.app/legal/privacy-policy, which forms an integral part of these Terms.

1.3. Additional Terms

The Client acknowledges and agrees that, in addition to these Terms, its use of the Synnect Platform may be subject to additional policies, guidelines, or terms provided by Synexly, including those referenced or made available at the bottom of the Synnect Website. The Client agrees to comply with all such additional terms, which are incorporated by reference into these Terms.

1.4.

For the purposes of these Terms, “Client” refers to the company, legal entity or organization accessing or using the Synnect Platform, including any of its employees, contractors, agents, or other authorized representatives acting on its behalf. Synexly and the Client are collectively referred to in this Terms as the “Parties” and individually as a “Party”.

1.5. Acknowledgment and Acceptance of Terms

By accessing, browsing, or otherwise using the Synnect Platform, the Client acknowledges that it has read, understood, and agrees to be legally bound by these Terms, Privacy Policy, as well as any Additional Terms (i.e., policies, guidelines, or documentation incorporated by reference).

1.6.

If the Client does not agree to these Terms, it must not access or use the Synnect Platform. The Client’s continued access and use of the Synnect Platform constitute its ongoing acceptance of these Terms, including any updates or amendments that may be introduced from time to time.

1.7. Conflict with Separate Agreements

In the event of any inconsistency or conflict between these Terms and the provisions of any separate written agreement entered into between the Client and Synexly for specific “Services / Customizations” not governed by these Terms, the terms of such separate agreement shall prevail, but only with respect to the subject matter concerning the provision of those specific Services and Customizations.

2. Definitions

2.1. “Synnect Platform”

is a B2B software-as-a-service (SaaS) platform that enables companies to create, deploy, and manage AI-powered agents for both customer-facing and internal business use. The platform combines AI automation, data integrations, and business analytics to help organizations improve efficiency, streamline support, and gain insights from their data.

2.2. “Subscription”

means the Client’s time-limited, paid right to access and use the Synnect Platform, including its standard features, functionalities, usage limits, and entitlements associated with the selected Subscription Plan, as made available by Synexly, in accordance with these Terms.

2.3. “Services / Customizations”

means any services provided by Synexly relating to the customization, enhancement, addition of new features, or other modifications of the Synnect Platform that are not included in the standard features, and which are governed by a separate written agreement between the Client and Synexly.

3. Changes to Terms

3.1. Changes to Terms

Synexly reserves the right to revise, update, and otherwise modify these Terms from time to time and at its sole discretion. Synexly may make non-material changes to these Terms at any time without notice. The Client is required to review these Terms regularly, as any changes become effective immediately upon posting on the Synnect Website, and the Client will be deemed to accept and agree to the updated Terms by continuing to use the Synnect Platform after such changes are posted.

3.2. Right to Modify Terms

Synexly will provide advance notice of any material changes to these Terms and an opportunity for the Client to review them, except where: (i) Synexly introduces new services, operations, or technologies, or (ii) urgent changes are required to address misuse, prevent harm, or comply with legal or regulatory obligations.

3.3. Effectiveness of Material Changes

Material changes to the Terms will not apply retroactively and will become effective no less than thirty (30) days after notice (except that changes made for legal or regulatory reasons will become effective immediately upon notice).

4. Subscription

4.1. Subscription Basis

The Synnect Platform is offered on a subscription basis, whereby the Client obtains access to the Synnect Platform for the duration of a Subscription Term. Each subscription grants the Client the right to use the Synnect Platform in accordance with the license granted in these Terms and any usage limits, restrictions, and features or capabilities associated with the chosen Subscription Plan.

4.2. Subscription Plan

Subscription Plan means the specific set of features, functionalities, usage limits, and other terms and conditions, offered by Synexly, including, without limitation: the number of AI requests allowed, the number of AI Agents connected to communication channels (such as chatbot, email, or social media), the number of integrations with CRM or other internal or external software, the number of Authorized Users, knowledge base storage, analytics access, and any other functionalities or services made available by Synexly as part of that Subscription Plan. Each Subscription Plan is associated with specific fees and billing terms as published by Synexly, which may be updated from time to time. Subscription Plans and Pricing are published on the Synnect Website and are incorporated by reference into these Terms.

4.3. Subscription Term

Each Subscription begins on the date the Client subscribes to the Synnect Platform (the “Start Date”) and continues for the period specified in the selected Subscription Plan (the “Initial Subscription Term”). Following the Initial Subscription Term, the Subscription will automatically renew for successive periods of the same duration (each, a “Renewal Subscription Term”). Initial Subscription Term and each Renewal Subscription Term are individually and collectively referred to as the “Subscription Term.” Each term may be monthly, annual, or any other duration offered by Synexly. Unless either party provides notice of non-renewal in accordance with these Terms, each Subscription will continue to automatically renew for successive Renewal Subscription Terms.

4.4. Suspension for Non-Payment

If the Client fails to pay any Subscription Fee when due, including in the event of a failed automatic payment attempt, Synexly shall grant the Client an additional grace period of seven (7) days to complete the payment. If the Client does not settle the outstanding Subscription Fee within this grace period of seven (7) days, Synexly will suspend or restrict the Client’s access to the Synnect Platform until payment is made. Access will resume upon payment, and the Subscription Term will continue from the date access is restored, without any retroactive charges for the suspended period.

4.5. Term

These Terms become effective on the Start Date and will continue to apply until terminated in accordance with the Termination provisions set out herein.

5. Access and Account

5.1. Account Registration

To access and use the Synnect Platform, the Client must register for an account. The Client represents and warrants that all information provided during registration is accurate, complete, and up-to-date, and agrees to update such information as necessary.

5.2. Account Credentials

The Client is solely responsible for safeguarding all account credentials, including email addresses, usernames, passwords, and any authentication methods provided (“Account Credentials”). The Client must not share Account Credentials with any third party and must ensure that only Authorized Users under its control access the Synnect Platform. The Client must immediately notify Synexly of any actual or suspected unauthorized use, compromise, or loss of Account Credentials.

5.3. Authorized Users

The Client may allow its employees and contractors under its control (“Authorized Users”) to access and use the Synnect Platform. In such cases, the Client shall ensure that all Authorized Users comply with these Terms and shall remain fully responsible and liable for all actions and omissions, as if they were the Client’s own. Any use of the Synnect Platform by Authorized Users shall be deemed to be used by the Client itself. Any breach or violation of these Terms (including restrictions, prohibitions, etc.) by an Authorized User, shall be deemed a breach or violation by the Client, and the Client shall remain fully responsible and liable for such breach or violation.

5.4. Security Obligations

The Client must implement reasonable administrative, physical, and technical safeguards to protect Account Credentials and prevent unauthorized access. The Client agrees to notify Synexly immediately upon learning of any breach, unauthorized use, or security incident relating to its account.

6. Use of the Platform

6.1. License Grant

Subject to these Terms, Synexly grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Synnect Platform solely for the Client’s internal business purposes. The Client shall not use the Synnect Platform for any purpose other than as expressly permitted in these Terms. Such right does not permit any commercial redistribution, resale, or use beyond the scope of the Client’s internal operations (unless otherwise permitted by a separate agreement).

6.2. Changes and Updates

Synexly may, at its sole discretion, modify, update, enhance, or otherwise change the Synnect Platform or any other Synexly Technology at any time, provided that such changes do not materially reduce the core functionality made available to the Client under these Terms. Synexly shall not be required to provide prior notice of such changes.

6.3. Access to Client Data

Synexly may connect to the Client’s authorized data sources (including, without limitation, analytics systems, sales data, and other business datasets) for the purpose of generating automated insights, reports, dashboards, and performance analyses using AI models. The Client acknowledges and agrees that such access is limited to data sources explicitly approved by the Client and that all outputs are generated on an “as-is” basis. Synexly does not guarantee the accuracy, completeness, or suitability of any AI-generated insights or analyses.

6.4.

Clients may create, upload, or otherwise provide documents, FAQs, and other materials (“Knowledge Base Materials”) to serve as a knowledge base for the AI Agent operating within the Synnect Platform. The Client represents, warrants, and acknowledges that all Knowledge Base Materials are accurate, lawful, and do not infringe the rights of any third party, and that they may be used by Synexly for the purpose of enabling the functionality and features of the Synnect Platform.

6.5. Use of Third-Party Services

The Synnect Platform may integrate with or rely upon third-party services, APIs, software, models, data, cloud infrastructure, AI models, payment processors, optional integrations (including email, CRM, or social media APIs) or servers (“Third-Party Services”) to provide certain features or functionalities. The Client acknowledges and agrees that access to and use of the Synnect Platform may depend on the availability, performance, and reliability of such Third-Party Services.

6.6.

Use of such Third-Party Services is subject to the respective providers’ own terms and privacy policies.

6.7. No Responsibility for Third-Party Services

Synexly does not warrant or guarantee the availability, uptime, performance, functionality, accuracy, completeness, or reliability of any Third-Party Services. Synexly shall not be liable for any delays, failures, or errors caused by Third-Party Services, including but not limited to:

• temporary or permanent unavailability, downtime, or service interruptions;
• errors, inaccuracies, or omissions in data or content provided by Third-Party Services;
• any loss or corruption of data or other adverse consequences arising from the use of Third-Party Services.

6.8. Changes or Discontinuation of Third-Party Services

Synexly may, at its sole discretion, modify, replace, or discontinue the use of any Third-Party Services at any time, without notice or liability, provided that the core functionality of the Synnect Platform is not materially reduced.

7. Use Restrictions

7.1.

The Client shall not, and shall not permit any third party to:

1. copy, modify, translate, adapt, build upon, or create derivative works of the Services, Synnect Platform or any other Synexly Technology;
2. reverse-engineer, decompile, disassemble, or attempt to access the source code of the Services, Synnect Platform or any other Synexly Technology;
3. sublicense, distribute, sell, rent, lease, or otherwise make the Services, Synnect Platform or any other Synexly Technology available to any third party;
4. circumvent or breach any security measures of the Services, Synnect Platform or any other Synexly Technology;
5. use the Services, Synnect Platform or any other Synexly Technology for the benefit of any third party or in any manner not expressly authorized under this Agreement.

7.2. Client Cooperation

During the Term of these Terms, the Client shall: (a) promptly notify Synexly in writing of any actual or suspected infringement, misappropriation, misuse, theft, unauthorized access, or other violation of Use Restrictions provisions, Synexly’s Intellectual Property Rights or of the confidentiality of any data or materials provided under this Agreement; and (b) cooperate with Synexly in investigating and remediating any such incident, including by providing access to relevant information or systems as reasonably requested.

7.3. Prohibited Conduct

By using the Synnect Platform, the Client agrees not to:

• use the Synnect Platform for any unlawful purpose or in violation of any local, state, national, or international law;
• harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Synnect Platform;
• upload or distribute viruses, adware, spyware, worms, or other malicious code.

8. Free Trial

8.1. Free Trial Access

Free Trial access to the Synnect Platform is provided solely for evaluation purposes and may include limited features, functionality, or usage restrictions. The Client acknowledges that Free Trial access is offered “as is” and without any warranties.

8.2. One-Time Free Trial

The Free Trial begins on the date the Client first accesses the Synnect Platform (“Start Date”) and continues for a period of one (1) month. The Client may only use the Free Trial once. If the Client cancels or does not convert the Free Trial into a paid Subscription, any subsequent access to the Synnect Platform shall not be considered a continuation or a new Free Trial.

8.3. Avoiding Charges

To avoid being charged after the Free Trial period, the Client must cancel its Subscription before the Free Trial period ends.

8.4. Trial Data

If the Client cancels or does not convert the Free Trial into a paid Subscription, Synexly may delete any data, content, or configurations created, uploaded, or generated during the Free Trial. The Client is solely responsible for exporting or backing up any such data prior to the end of the Free Trial period.

9. Subscription Fee and Payment Obligations

9.1. Refund

Synexly provides a 14-day refund period in accordance with Paddle’s Buyer Terms. Following payment of the first Subscription Fee, if the Client is not satisfied with the Synnect Platform, they may request a full refund of that initial Subscription Fee within 14 days of payment by contacting us at info@synexly.com. All refund requests are subject to Synexly’s sole discretion and may be denied in cases of misuse, abuse, or excessive requests.

9.2. Subscription Fee and Advance Payment

The Client agrees to pay a fee associated with the selected Subscription Plan (the “Subscription Fee”) in accordance with these payment obligations. The Subscription Fee for each Subscription Plan is provided at the following link Subscription Plans and Pricing and is due in advance of each Subscription Term.

9.3. Automatic Billing

The Client’s use of the Synnect Platform under the selected Subscription Plan will be automatically charged for the Initial Subscription Term (except for first-time Clients, who have a Free Trial) and for each Renewal Subscription Term, on the respective Start Date or renewal date.

9.4. Cancellation to Avoid Charges

To avoid charges for the next Subscription Term, the Client must cancel the Subscription before the renewal date. Cancellation can be made through the options available on the Synnect Platform, in accordance with the instructions provided thereon. If no such instructions are available, the Client must provide notice of cancellation via the email address specified in these Terms before the renewal date. Cancellation will take effect at the end of the current Subscription Term. No refunds or credits will be provided for any partial Subscription Term, except as expressly stated in these Terms.

9.5. Payment Processing via Paddle

All payments due under these Terms shall be processed through Paddle, acting solely as the payment service provider on behalf of Synexly. The Parties acknowledge that invoices or payment confirmations may be generated by Paddle on Synexly’s behalf. Payments processed via Paddle shall be deemed received by Synexly upon confirmation by Paddle. All transactions are processed securely. By subscribing, the Client authorizes Paddle to charge the payment method in accordance with the chosen Subscription Plan.

9.6. Update of Payment Information

The Client must promptly update its payment information to reflect any changes, including, without limitation, billing address, credit card expiration, or other relevant payment details. The Client is responsible for ensuring that its payment method remains valid and has sufficient funds or credit to cover the Subscription Fee and all related charges. In the event of a failed or declined payment, access to the Synnect Platform for the next Subscription Term will be automatically suspended following the expiration of the grace period, until payment is made. Access to the Synnect Platform will resume only upon successful payment of the Subscription Fee.

9.7. One-Time Refund

Refunds apply only to the first Subscription Fee paid for the first Subscription following the Free Trial. If the Client cancels a Subscription and later subscribes again, any new Subscription Fee shall not be eligible for the 14-day refund described above.

9.8. Price Changes

Synexly may from time to time change the Subscription Fee or other payment provisions, upon prior notice to the Client. Such changes will take effect 30 days after the date of notice. Subject to applicable law, by continuing to use the Synnect Platform after a change in the Subscription Fee or payment provisions takes effect, the Client accepts updated fees and other changes. If the Client does not agree with a change, it may terminate the Subscription before the renewal date.

9.9. Taxes and Additional Charges

All fees are exclusive of applicable taxes, duties, or other governmental charges, which shall be borne by the Client. All bank charges, transfer fees, and other similar costs arising from payments under these Terms shall be borne by the Client.

9.10.

Each Party shall be solely responsible for any and all taxes in connection with its business operations, in accordance with its local laws and regulations.

10. Updates and Communications

10.1. Push Notifications

The Client may receive push notifications via the Synnect Platform, which are messages sent to the Client’s device or browser even when the platform is not actively in use. The Client consents to receive such push notifications and other communications as described in this section. The Client can manage or disable push notifications at any time through the Synnect Platform’s settings or browser/device settings.

10.2. Other Communications

Synexly may send the Client emails or other communications regarding the Synnect Platform, including updates, enhancements, new features, and other service-related information. Promotional or marketing messages may also be included. The Client may opt out of promotional communications through the settings on the Synnect Platform or by following the unsubscribe instructions provided in such messages. Service-related communications necessary for the Client’s use of the Synnect Platform cannot be opted out of.

11. Know-How and Intellectual Property

11.1. Know-How

Synexly’s Know-How includes, without limitation, all technical information, inventions, designs, processes, procedures, formulas, business and marketing strategies, trade secrets, improvements, technologies or methods; tools, programs, algorithms, software development frameworks, automation processes, data structures, user interface designs, optimizations, platforms and all improvements, updates and customizations thereof; source code, object code, databases, techniques, knowledge, experience, data, technical skills, and other technological or operational solutions developed or owned by Synexly. The Client shall use reasonable efforts to safeguard and protect the confidentiality of Synexly’s Know-How and shall not disclose, reproduce, or use it for any purpose other than the purposes provided under these Terms.

11.2. Intellectual Property (IP)

For the purposes of these Terms, “Intellectual Property” means all inventions, designs, software (including source code and executable code), algorithms, application programming interfaces (APIs), tools, methods, processes, techniques, know-how, documentation, data, databases, user interfaces, models, drawings, flowcharts, formulae, works of authorship, trademarks, service marks, brand names, logos, slogans, marketing materials, development plans, Synnect Platform including all customizations, enhancements, updates, and derivative works, and other proprietary or confidential materials, whether or not patentable, copyrightable, or otherwise protectable under applicable law.

11.3. Ownership

All rights, title, and interest in and to the Synnect Platform, Services, and all related Intellectual Property, including but not limited to all software, source code, user interfaces, designs, documentation, algorithms, databases, and any modifications, enhancements, or customizations developed or provided by Synexly prior to, independently of, or in connection with the performance of these Terms (collectively, “the Synexly Technology”), shall remain the exclusive property of Synexly. For the avoidance of doubt, this includes all versions, updates, customizations, enhancements, and derivative works of the Synnect Platform, whether developed before, during, or in connection with these Terms.

11.4. Licensing

Subject to full and timely payment of applicable Subscription Fee, Synexly grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Synnect Platform, solely for the Client’s internal business purposes (purposes of creating, deploying, and managing AI-powered agents for both customer-facing and internal business use), during the term of these Terms and applicable Subscription Term.

11.5. Termination, Renewal and Continued Use

Upon termination or expiration of these Terms or any applicable Subscription Term, the Client’s license to use the Synnect Platform shall automatically terminate, and the Client shall immediately cease all access to and use of the Synnect Platform. In the event of a renewal or extension of these Terms or of the Client’s subscription, the Client shall retain access to and use of all previously delivered customizations described as Services.

11.6. Reservation of Rights

All rights not expressly granted by Synexly under these Terms are reserved by Synexly. Without limiting the generality of the foregoing, Synexly and the Client expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any license other than the license specifically granted under these Terms.

12. Limitation of Liability

12.1.

Synexly shall not be liable for any loss, damage, or disruption of any kind arising from or related to third-party actions, including, without limitation, hacking, unauthorized access, cyberattacks, malware, viruses, service outages, telecommunications failures, internet interruptions, or any other external or force majeure events. Furthermore, Synexly shall not be liable for any errors, security incidents, service interruptions, malfunctions, or performance degradation resulting from: i) technical deficiencies or weaknesses in the Client’s infrastructure that was not developed or maintained by Synexly; ii) any modifications or changes to the Synnect Platform or Services made by the Client without Synexly’s prior written consent; and iii) any acts, omissions, negligence, or failure by the Client to fulfil its contractual obligations, including, without limitation, delays in providing necessary information, inputs, access to systems or resources. Synexly assumes no responsibility or liability for any consequences, whether direct, indirect, incidental, or consequential, resulting from any of the above circumstances.

12.2.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING WHERE EITHER THE CLIENT OR SYNEXLY HAS BEEN ADVISED THAT SUCH LOSSES OR DAMAGES WERE POSSIBLE OR FORESEEABLE, SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES (UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), ARISING FROM OR RELATING TO INCREASED COSTS, LOSS OF REVENUE OR PROFITS, DIMINUTION OF VALUE, REPUTATIONAL DAMAGE, LOSS OF GOODWILL, LOSS OF USE, OR ANY DELAYS, INTERRUPTIONS, OR FAILURES IN PERFORMANCE.

12.3. Disclaimer

The Client acknowledges that the Synnect Platform and Services are provided on an “as is” and “as available” basis using commercially reasonable efforts, and that temporary interruptions, delays, or minor errors may occur due to the nature of online and software-based systems. Synexly makes no warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement – regarding uninterrupted operation, performance, uptime, security, accuracy, or error-free functioning of the Synnect Platform and/or Services, or protection from viruses or other harmful components, except as expressly stated in this Agreement. The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by law. Synexly does not disclaim any warranty or other right that it is prohibited from disclaiming under applicable law.

12.4.

The Client agrees that they use the Synnect Platform (and any portion thereof) at their own discretion and risk, and that Synexly is not responsible for any damage to the Client’s property (including their computer system or mobile device used in connection with the Synnect Platform) or any loss of data, including User Content.

13. Indemnification

13.1.

The Client (the Indemnifying Party) shall indemnify, defend, and hold harmless Synexly, its affiliates, and their respective officers, directors, employees, and agents (each, an Indemnified Party) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: i) any breach of the Know-How and Intellectual Property section; ii) any breach of the Use Restrictions section; iii) any unauthorized use or disclosure of Confidential Information; or iv) any other violation of these Terms by the Client (including Privacy Policy and any Additional Terms incorporated herein).

14. Termination

14.1. Termination by Client

The Client may terminate its Subscription and close its account at any time by providing written notice to Synexly or through the options available on the Synnect Platform, in accordance with the instructions provided thereon (including any functionality that allows the Client to cancel a subscription or delete an account). If no such instructions are available, the Client must provide notice of cancellation via the email address specified in these Terms. Such termination will take effect at the end of the Client’s then-current Subscription Term, and the Client will not be entitled to any refunds. However, the Client shall retain access to and the right to use the Synnect Platform until the expiration of the Client’s then-current Subscription Term.

14.2. Termination by Synexly for Convenience

Synexly may immediately terminate the Client’s Subscription, use, access to the Synnect Platform for any reason or no reason, upon providing reasonable advance notice. Also, Synexly may immediately terminate the Client’s Subscription, use, or access to the Synnect Platform without prior notice if Synexly is required by applicable law, regulation, court order, or governmental authority to terminate it.

14.3. Termination for Material Breach

Either Party may terminate these Terms upon written notice to the other Party in the event of a material breach, if the breaching Party fails to remedy such breach within fifteen (15) days of receiving written notice specifying the breach. For the purposes of this clause, material breaches include, without limitation: i) failure to pay amounts due under these Terms; ii) breach of related Know-How and Intellectual Property provisions; iii) breach of Use Restriction provision; iv) breach of confidentiality obligations; and v) failure to comply with applicable laws or regulations.

14.4. Consequences of Termination

In case of breach, neither Party shall have any right to claim or recover any payments or fees previously made under these Terms. Upon termination of these Terms for any reason, Synexly shall terminate the Client’s access to the Synnect Platform and Services. However, Synexly shall provide the Client and the Client’s employees, agents, or contractors who were authorized to use the Synnect Platform and Services, with a period of fifteen (15) calendar days from the date of termination to access the Synnect Platform and Services solely for the purpose of retrieving the Client’s data. Upon the expiry of this fifteen (15) calendar day period, all access of the Client and its employees, agents, or contractors to the Synnect Platform and Services shall be terminated. From the effective date of termination, Synexly shall not accept any requests from the Client to register additional employees, agents, or contractors for access to the Synnect Platform or Services. Synexly shall have no further obligations to the Client with respect to data retrieval or any other related requests.

14.5.

Termination of the Subscription in accordance with this section shall also constitute termination of these Terms.

15. Confidentiality

15.1. Use of Confidential Information

The Client (“the Receiving Party”) shall use the Confidential Information disclosed by Synexly (“the Disclosing Party”) solely for the purposes of fulfilling its obligations under these Terms. The Receiving Party agrees to take reasonable steps to protect Synexly’s Confidential Information and to maintain its confidentiality with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

15.2. Confidential Information

Confidential Information means non-public information of Synexly that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information may include business, technical, financial, operational, or other proprietary information, regardless of the form in which it is provided. The existence of the business relationship between the Parties is not confidential.

15.3. Authorized Disclosure

The Receiving Party may share Confidential Information only with its employees, representatives, or contractors who have a legitimate business need to know such information for the purposes of these Terms and who are bound by confidentiality obligations consistent with this section.

15.4. Exceptions

Confidential Information does not include any information that:

1. becomes public through no fault of the Receiving Party;
2. was lawfully known to the Receiving Party before disclosure;
3. is lawfully received from a third party without breach of any confidentiality obligation;
4. is independently developed by the Receiving Party without reference to the Confidential Information;
5. is approved in writing by the Disclosing Party for release; or
6. must be disclosed by law, regulation, or court order.

15.5. Breach and Remedies

If Confidential Information is disclosed or used contrary to these Terms, the Receiving Party shall take reasonable steps to limit or mitigate the effects of such disclosure. The Disclosing Party may seek appropriate remedies available under applicable law.

15.6. Duration

The obligations of confidentiality under this section shall continue for the duration of these Terms and for two (2) years following its termination or expiration, unless otherwise required by applicable law.

16. Force Majeure

16.1.

Neither Party shall be liable for any failure or delay in performing its obligations arising from a force majeure event, provided that such event is beyond its reasonable control, could not have been foreseen, avoided, or overcome, and directly prevents the performance of its obligations. Force majeure events include, without limitation, natural disasters (floods, earthquakes, storms, fires), war, terrorist attacks, riots, civil unrest, epidemics, pandemics, acts of government or local authorities, import/export bans, blockades, failures or interruptions of telecommunications networks, Internet connectivity, data centers, cloud infrastructure, or essential third-party services, cyberattacks, power outages, and other events of a similar nature beyond the reasonable control of the affected Party.

16.2.

The affected Party shall notify the other Party of the occurrence of a Force Majeure event within a reasonable time after becoming aware of it. During the continuation of the Force Majeure event, the affected Party’s obligations shall be suspended to the extent they are impacted by the event. Force Majeure shall fully release the affected Party from any liability for delay or non-performance. The Client shall remain obliged to pay all amounts due for use of the Synnect Platform, provided up to and during the Force Majeure period, to the extent the Synnect Platform remains available or accessible. Upon cessation of a force majeure event, all rights and obligations under these Terms shall resume in full.

17. Miscellaneous Provisions

17.1. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Serbia, without regard to its conflict of laws, rules or principles. Any claim, dispute, or disagreement between the Parties arising out of or relating to these Terms, including any alleged breach thereof, which cannot be satisfactorily resolved amicably through good faith negotiations, shall be finally and exclusively settled by confidential and binding arbitration, upon the written request of either Party. The arbitration shall be administered by the Permanent Arbitration at the Chamber of Commerce and Industry of Serbia (in Serbian: Stalna arbitraža pri Privrednoj komori Srbije) in accordance with the Arbitration Rules of the Permanent Arbitration at the Chamber of Commerce and Industry of Serbia (the “Belgrade Rules”) in force at the time of the commencement of the arbitration. The arbitration shall be conducted by a sole arbitrator appointed in accordance with the Belgrade Rules. The seat of arbitration shall be Belgrade, Republic of Serbia, and the language of the arbitration shall be English. The arbitral award shall be final and binding upon both Parties, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

17.2. Independent Business Relationship

The Parties acknowledge and agree that they are independent legal entities, each acting on its own behalf and for its own account. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have any authority to represent or bind the other Party in any manner unless expressly authorized in writing.

17.3. Interpretation

Each Party acknowledges that these Terms are legally binding and that they have had ample opportunity to review it, obtain independent legal advice of its choice. No rule of interpretation against the drafter shall apply. The provisions of these Terms shall be interpreted reasonably to reflect the intent of the Parties.

17.4. No Waiver

Any failure or delay by either Party to exercise any right or remedy it has or may have under these Terms shall not constitute a waiver of such right or remedy. A waiver of any rights under these Terms with respect to a breach of its provisions by the other Party shall only be effective if made in an explicit written statement by the Party holding the rights being waived. Any waiver must be in writing and shall be valid only in the specific instance in which it is given.

17.5. Notices

Oral notices shall not constitute valid notices under these Terms. All notices, consents, and approvals required or relating to these Terms shall be made in writing and delivered to the other Party via email. Such notice shall be deemed received on the next business day following the date the email is sent. Notices under these Terms shall be sent via email to the following email addresses: a) for the Client: the email address provided for the Client’s account, and b) for Synexly: info@synexly.com or info@synnect.app.

17.6. Severability

If, for any reason, any provision of these Terms is found to be illegal, invalid or unenforceable under the applicable law, the remaining provisions shall continue in full force and effect without any impairment or nullification, and the Parties shall agree to replace any invalid provision with a valid provision that most closely reflects the intent and economic effect of the invalid provision.

17.7. Service Provider

These Terms are between Client and Synexly DOO Beograd, company incorporated under the laws of the Republic of Serbia, with headquarters located in Belgrade, 231 Jurija Gagarina Street, Apartment 329, New Belgrade, unique registration number 22037064, TIN 114540868 (hereinafter referred to as “Synexly” or “Service Provider”).

17.8. Survival

The provisions of sections: Access and Account, Use Restrictions, Know-How and Intellectual Property, Limitation of Liability, Indemnification, Termination, Confidentiality, and Miscellaneous Provisions shall survive and continue to apply in full even after the termination or expiration of these Terms.

17.9. Governing Language

In the event that these Terms are translated into any language other than English, the English version shall prevail in all respects and shall govern the interpretation, construction, and enforcement of these Terms.