Terms and Conditions
Last Updated: 16 April, 2025
These INSYNCR Terms and Conditions (“Terms and Conditions”) describe the terms and conditions pursuant to which the Service and all related services provided by INSYNCR, a private limited liability company with registered office at Lanklaarstesteenweg 31, 3665 As, Belgium, registered with the Crossroads Bank for Enterprises under number 1016.489.625 (“INSYNCR”) are provided to Customer. Hereinafter the parties may individually be referred to as a “Party” or jointly as the “Parties”.
1. APPLICABILITY
1.1. By accepting these Terms and Conditions, either by clicking a box indicating your acceptance, executing an Order Form or other document that references these Terms and Conditions, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of these Terms and Conditions, the use of the Services rendered by INSYNCR will be governed by the Agreement.
1.2. The general terms and conditions of the Customer are not applicable and are explicitly excluded, even if such general terms and conditions of the Customer would contain a similar clause. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity.
1.3. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in these Terms and Conditions mean the person accepting these Terms and Conditions as an individual or the legal entity for which the representative is acting.
1.4. Prior to registration or login on the Website, the Customer has been informed of these Terms and Conditions.
1.5. The most recent version of the Terms and Conditions is available on https://insyncr.com/.
2. DEFINITIONS
Agreement:
these Terms and Conditions, together with the Order Form and all documents to which reference is made in these Terms and Conditions;
Authorized Users:
the users which are authorized to use the Software Service by means of an account created by INSYNCR or the Customer, and a valid license pursuant to article 3 of these Terms and Conditions;
Confidential Information:
means any and all information disclosed by the Providing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with the Agreement. Confidential Information of INSYNCR will be deemed to include non-public information about the Services. Confidential Information of the Customer will be deemed to include the Customer Data;
Customer:
the party with whom INSYNCR has concluded the Agreement which may be an individual or legal entity;
Customer Data:
data or material provided to or submitted to INSYNCR by the Customer or Authorized User during the use of the Services;
Data Protection Legislation:
the (supra)national privacy legislation applicable to the processing of personal data by the Customer or INSYNCR within the scope of the Agreement, such as, but not limited to: (i) the General Data Protection Regulation 2016/679 of April 27, 2016 (“GDPR”); (ii) the Belgian Privacy Law of 30 July 2018; (iii) the ePrivacy Directive 2002/58/EC of 12 July 2002, including future amendments and revisions thereof; and/or (iv) (future) national legislation regarding the implementation of the GDPR;
Documentation:
means INSYNCR-provided user documentation relating to the Services (e.g. user guides) found on the Website, as may be updated by INSYNCR from time to time;
Effective Date:
the date of commencement as specified in the Order Form;
Professional Services:
means the professional services to be delivered by INSYNCR, upon Customer’s request, pursuant to Section 8 of these Terms and Conditions and detailed in the applicable Order Form;
Services:
means the Software Service and/or Professional Services provided by INSYNCR to the Customer pursuant to an Order Form;
Software Services:
means INSYNCR’s software as further described in the Order Form and applicable Documentation. The Software Service can include several modules or packages, as specified in the Order Form and applicable Documentation;
Subscription Plan:
means the applicable subscription level of packaged functionality and services as detailed on the Website and in the applicable Documentation;
Order Form:
any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the Parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under the Agreement;
Term:
the duration of the Agreement as set forth in Section 11;
Virus:
a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;
Website:
the INSYNCR website, as applicable, namely: https://insyncr.com/; https://signagetube.com/; https://splitflaptv.com/; https://connectedcompany.app/
3. LICENSE
3.1 Customer License.
Subject to the terms and conditions of this Agreement, INSYNCR grants to Customer a renewable, personal, non-exclusive, non-transferable license (without the right to sub-license) to the Software Service during the Subscription Term in accordance with the Subscription Plan. During the Subscription Term, Customer gets access to the Software Service solely for Customer’s internal business.
3.2 Authorized Users license.
In accordance with the conditions set forth in this Agreement, INSYNCR grants to the Authorized Users a limited, personal, non-exclusive, non-transferable license (without the right to sub-license) to the Software Service during the Subscription Term and in accordance with the Subscription Plan.
3.3 Updates and Changes.
INSYNCR reserves the right to make, in its sole discretion, from time to time, without prior notification to the Customer, standard (i.e. to all INSYNCR customers accessible) changes and updates to the functionality and/or Documentation of the Software Service, provided they do not nullify or otherwise disregard the features and conditions of the Agreement.
3.4 Excluded Usage.
The Customer and the Authorized User will not have the right to:
- (i) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Software Service;
- (ii) use the Software Service in order to circumvent Fees or in a way that would violate the applicable Subscription Plan, Documentation, or the Agreement;
- (iii) modify, translate, or create derivative works based on the Services or Documentation;
- (iv) use the Software Service in whole or in part for any other purpose, other than for the purposes provided for in this Agreement;
- (v) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software Service by any means whatsoever, or disclose any of the foregoing, or
- (vi) use the Software Service in any way that is unlawful, illegal, fraudulent or harmful.
3.5 Integrity and Confidentiality.
In relation to the Authorized Users, the Customer undertakes that: (i) it will not allow or suffer any user account to be used by more than one individual Authorized User, (ii) that each Authorized User will keep a secure password for his use of the Software Service and (iii) that each Authorized User will keep his password confidential. The Customer is responsible for all acts by its Authorized Users in breach of this Agreement. Each Authorized User must use a unique identity to access and use the Software Service, and may access the Software Service only to the extent purchased by Customer (where applicable) and in accordance with the applicable Subscription Plan.
4. FEES AND PAYMENT TERMS
4.1 Fees.
4.1.1. Fees Customer agrees to pay the fees as set forth in the Order Form (“Fees”). Unless explicitly agreed upon otherwise by the Parties, the Fees will be payable upfront.
4.1.2. Changes. INSYNCR may change its prices during the then current Subscription Term with effect from the following Subscription Term provided such prices were communicated at least thirty (30) days before the expiry of the then current Subscription Term, in case of an annual subscription, and fifteen (15) days before the expiry of the then current Subscription Term, in case of a monthly subscription.
4.1.3. Indexation. INSYNCR reserves the right to index the prices annually on 1 January based on the Agoria Digital Index published by the sector federation Agoria (or any other agreed equivalent index if the Agoria Digital index is no longer available) by applying the following formula: Pn = Po * [(0.2) + 0.8 * (S/So) ] where: “Pn” refers to the revised rate; “Po” refers to the initial rate as determined at the commencement of the Agreement; “So” refers to the Agoria Digital reference index as published by Agoria (the Reference Salary) at the commencement of the Agreement; “S” refers to the Reference Salary in the month prior to the revision. This indexation of prices will be communicated to the Customer in a timely manner.
4.2 Payment Terms.
4.2.1. Payments. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as otherwise provided in this Agreement. Invoices will be issued either monthly or annually, as specified in the applicable Order Form.
4.2.2. Revision Period. The Customer has the right to cancel its purchase and request a refund without stating the reason during the five (5) day period following the date of purchase (the “Revision Period”). The refund will cover the relevant Fees prorated from the date cancellation is requested until the end of the relevant subscription period the Customer has paid for, provided that any costs incurred by INSYNCR in consideration of payment process services will be excluded from such refund. To cancel and request a refund, the Customer should contact INSYNCR’s Support team through email at billing@insyncr.com, explicitly stating the requested refund.
4.2.3. Taxes. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts. Customer will pay or refund INSYNCR for any applicable taxes, duties, or other charges imposed by any government authority for Customer’s use or receipt of the Software Service. If Customer is required by law to deduct or withhold tax, Customer will increase the amount it pays to INSYNCR so that INSYNCR still receives the net amount originally invoiced. Customer will promptly provide all tax receipts, or a valid exemption certification (if applicable), confirming it has paid or withheld tax.
4.2.4. Currency and bank account. All amounts should be paid in the currency as stated on the Order Form. The payment may be done (i) by completing the payment process online, or (ii) on the bank account as communicated by INSYNCR on the invoice.
4.2.5. Dispute. If the Customer is of the opinion that INSYNCR has incorrectly invoiced, then the Customer will inform INSYNCR of this within fifteen (15) days following the invoice date through email at billing@insyncr.com, specifying the supposed error.
4.2.6. No transfer or set off. Payment obligations may not be transferred or set off without INSYNCR’s prior written consent.
4.3 Overdue payment.
4.3.1. Interest. Interest is payable on any amount not paid by the due date at the rate of one and a half percent (1.5%) per month, each month commenced being deemed to have expired.
4.3.2. Service Cancellation. INSYNCR will automatically cancel access to the Software Service of the current Subscription Plan if the Customer fails to pay any amount due to INSYNCR under the Agreement within five (5) days of the due date.
4.3.3. Termination. The above is without prejudice to INSYNCR’s right to terminate the Agreement in accordance with Section 12 of these Terms and Conditions.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Scope.
INSYNCR and its suppliers retain all intellectual property rights, title and interests in and to the Software Service, Documentation and on any works resulting from Professional Services. All rights in and to the Software Service, Documentation and works resulting from the Professional Services not expressly granted to Customer in the Agreement are reserved to INSYNCR. No license is granted to the Customer other than to use the Software Service or Documentation expressly stated in the Agreement. The INSYNCR name and logo, and the product names associated with the Software Service are trademarks of INSYNCR or third parties and may not be used without INSYNCR’s prior written consent.
5.2 Reports.
Parties acknowledge and agree that, except if explicitly stated otherwise in a relevant Order Form, any generated report by means of the Software Service shall upon creation immediately and exclusively vest in the Customer.
5.3 Customer Data.
Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data.
5.4 INSYNCR Indemnification.
INSYNCR will defend, indemnify and hold harmless Customer (and its officers, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising out of any valid and substantiated claim, suit, action or proceeding by any third party if resulting from an infringement of intellectual property rights by the Software Service (other than as a result of Customer Data). In the event of such a claim, INSYNCR may, in its sole discretion, (i) acquire a license free of charge protecting Customer from such claim, or (ii) replace the Software Service with a non-infringing Software Service, or (iii) where deemed If these remedies become unfeasible, INSYNCR may terminate the Software Service and the Agreement without fault, provided that in the event of such termination, the Fees the Customer has paid for the Software Service not yet provided at the date of termination will be refunded pro rata. This section determines the Customer’s sole and exclusive remedies for such infringements or alleged infringements to that effect.
5.5 Customer Indemnification.
Customer agrees to defend, indemnify and hold harmless INSYNCR (and its officers, directors, employees and agents) from and against any and all claims, actions or demands of third parties and Authorized Users (including, but not limited to: costs, damages and reasonable legal and accounting costs) arising from Customer Data that infringes the rights of third parties (including the violation of intellectual property rights).
5.6 Indemnification conditions.
Each Party’s indemnity obligation will be conditional upon the following: (i) the indemnifying Party is given prompt written notice of any such claim; (ii) the indemnifying Party is granted sole control of the defense and settlement of such a claim; (iii) upon the indemnifying Party’s request, the indemnified Party fully cooperates in the defense and settlement of such a claim, at the indemnifying Party’s expense.
5.7 Feedback.
INSYNCR is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its Authorized Users (“Feedback”) on the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting INSYNCR any right or license to the Customer’s patents, copyrights or trademark rights or other Intellectual Property Right in the Feedback.
6. CUSTOMER DATA
6.1 License.
Subject to the terms of the Agreement, Customer grants INSYNCR a non-exclusive, irrevocable, perpetual license to use, copy, store, transmit and display Customer Data to the extent necessary to provide the Software Service and to maintain it. However, all Customer Data provided by the Customer to INSYNCR remains the exclusive property of the Customer. Additionally, the Customer grants INSYNCR, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to compile and use Customer Data, strictly in order to research, develop, improve or support the Software Service, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, Authorized Users or other data subjects contained therein.
6.2 Customer responsibility.
Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and copyright permissions of all Customer Data. The Customer will also guarantee its legality, which means that it will respect all laws that apply to the Customer Data, the use of the Software Service, including, but not limited to Data Protection Legislation.
7. DATA PROTECTION
7.1 Terms.
The terms “personal data”, “processing”, “(sub)processor” and “controller” have the meaning as assigned in the Data Protection Legislation.
7.2 Scope.
INSYNCR is the data controller for the collection, storage and any other processing by INSYNCR of personal data of the Customer and/or Authorized Users where it involves individuals subscribing to the Software Service.
7.3 Privacy Policy.
This processing is done in accordance with the “INSYNCR Privacy Policy” which is an integral part of the Agreement. The INSYNCR Privacy Policy is available on the Website at https://insyncr.com/privacy-policy/. By signing the Agreement, the Customer declares to have read and agree to the terms of the INSYNCR Privacy Policy.
8. SUPPORT AND PROFESSIONAL SERVICES
8.1 Support.
INSYNCR will during the Term provide support and maintenance services relating to the Software Service on a best effort basis.
8.2 Professional Services.
8.2.1. Scope. Where agreed to in an Order Form and subject to the payment of the applicable Fees, INSYNCR will provide to the Customer the Professional Services set out in the applicable Order Form. Each such Order Form will incorporate by reference these Terms and Conditions and will set forth the Professional Services to be provided by INSYNCR, the applicable assumptions and Customer dependencies, the Fees and expenses to be paid to INSYNCR, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree. For the avoidance of doubt, it is specified that in no event INSYNCR shall be obliged to carry out any Professional Services unless agreed in an Order Form duly executed by both Parties
8.2.2. Performance. INSYNCR will perform the Professional Services in a professional manner and will use reasonable skill and care in performing the Professional Services. INSYNCR will provide reasonable efforts to deliver the Professional Services in accordance with any delivery dates agreed upon by the Parties. However, any timeframe for performance will be indicative target dates only, unless expressly stipulated to be binding milestones in the Order Form.
8.2.3. Cooperation. The Customer will co-operate with INSYNCR and provide such assistance, information and equipment as reasonably requested by INSYNCR to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a third party acting under the Customer’s control or on the Customer’s behalf), including as a result of Customer dependencies not being met, any costs incurred by INSYNCR as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement, the timeline and fees may be adversely impacted.
9. DISCLAIMERS AND LIABILITIES
9.1 No virus.
To the best of INSYNCR’s knowledge, the Software Service upon delivery to Customer does not contain a Virus and INSYNCR will not knowingly program Viruses into the Software Service.
9.2 Service.
9.2.1. No guarantees. Unless expressly provided otherwise in the Agreement, Customer accepts the Services “as is” without warranty of any kind, express or implied, including but not limited to warranties with respect to:
(i) the use or performance of the Software Service, including, but not limited to: implied warranties of merchantability or fitness for a particular purpose;
(ii) the compatibility of the Software Service with applications, programs or platforms not specifically identified as compatible with the Software Service.
9.2.2. Damage types. To the maximum extent permitted by applicable law, the Parties will not be liable to each other for any special, indirect, incidental or consequential damages of any kind, including, but not limited to: damages or expenses resulting from loss of profit, loss of data, loss of turnover, loss of goodwill, business loss, purchase of replacement services, or physical or material damage arising out of or in connection with the Agreement (including, but not limited to: incorrect calculations, or the (mis)use of or inability to use the Software Service) regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise.
9.2.3. Limitation of liability. Notwithstanding the foregoing, in the event that a Party is held liable, its aggregate liability arising out of or in connection with the Agreement will be the Fees paid by the Customer under the Agreement during the twelve (12) months prior to the event giving rise to a Party’s liability. Where the Customer uses the Services pursuant to a free trial, the aggregate liability is limited to the amount of EUR 500.
10. CONFIDENTIALITY
10.1 Confidentiality obligation.
Each Party (“Receiving Party”) undertakes, and undertakes its agents and its affiliates, to observe absolute confidentiality with regard to the Confidential Information it receives from the counterparty (“Providing Party”), which in particular implies that:
- the Receiving Party may only use the Confidential Information of the Providing Party for its own account and when this is reasonably necessary for the execution of the Agreement;
- each Party will keep the other Party’s Confidential Information confidential by means no less restrictive than those it uses for its own Confidential Information;
- the Receiving Party will not disclose or in any way make available Confidential Information of the Providing Party to third parties (i.e. persons other than its employees or subcontractors who are bound by a duty of confidentiality and who need the same Confidential Information to fulfill the obligations of the Receiving Party under the Agreement), without the express written approval of the Providing Party;
- the Receiving Party may not participate in or authorize others to engage in reverse engineering, disassembly or decompilation of any Confidential Information of the Providing Party;
- no Receiving Party may directly benefit from the Confidential Information of the Providing Party
10.2 Exclusions.
The above obligations do not apply to information which:
- qualifies as Customer Data;
- is already in the possession of the Receiving Party and is not subject to a duty of confidentiality vis-à-vis the Party providing the information;
- is independently developed by the Receiving Party;
- has been made public, but not because of the fault of the Receiving Party;
- was lawfully learned by the Receiving Party directly from a third party who is not subject to an obligation of confidentiality;
- has been released with the written consent of the Providing Party; or, finally,
- disclosed pursuant to a legal obligation, regulation or court order, provided that the Receiving Party promptly notifies the Providing Party of such demand and cooperates to obtain a protective order or similar treatment by any means necessary
10.3 Disclosure in proceeding.
When the Receiving Party is requested or required to disclose the Confidential Information of the Providing Party in a proceeding, the Receiving Party will, where permitted by law, immediately notify the Providing Party to enable it to contest such claim.
10.4 Consequences of Agreement termination.
10.4.1. Obligations. Upon termination or expiration of the Agreement, unless otherwise agreed in writing or otherwise in the Agreement, each Receiving Party will, at the request of the Providing Party, either (i) release all Confidential Information of the Providing Party, as well as any copies in its possession or under the control of the Receiving Party, return it to the Providing Party; or (ii) destroy all Confidential Information and copies thereof in the Receiving Party’s possession or control. The Receiving Party will subsequently certify in writing at the request of the Providing Party that the Receiving Party (including its personnel or agents) has not retained any copies.
10.4.2. Survival. The confidentiality obligation in this section remains in effect for one (1) year after the termination or expiry date of the Agreement.
11. TERM
11.1 Term.
The Term will commence on the Effective Date and continue until termination of the Agreement by either Party in accordance with Section 11.2 or Section 12, as applicable.
11.2 Subscription Term.
The initial term of the Subscription Plan will commence on the date payment in consideration of the license under Section 3 is received by INSYNCR and will continue for a subscription term as specified in the Order Form (the “Subscription Term“).
11.3 Renewal.
The Subscription Plan will automatically renew for successive subscription periods, commencing upon the expiration of the previous Subscription Term, unless one of the Parties gives written notice of termination at any time prior to the end of the previous Subscription Term. The license of the Customer and/or its Authorized Users will end on the last day of the current Subscription Term, as applicable.
12. TERMINATION
12.1 Grounds for Termination by INSYNCR.
12.1.1. Breach by Customer. INSYNCR may immediately terminate the Agreement by written notice (or in its sole discretion, otherwise suspend access to the Software Service) due to a material breach by the Customer or the Authorized User of the terms as set forth in Section 3.
12.1.2. Breach by either Party. Either Party may terminate the Agreement by notifying the other Party in writing if the other Party materially breaches the terms of the Agreement and fails to cure such breach within thirty (30) days of receipt of a notice of default.
12.1.3. Bankruptcy e.a. Either Party may terminate the Agreement by providing written notice to the other Party, effective as of the date such notice is issued, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or terminates its business activities.
12.2 Consequences.
Upon termination of the Agreement (i) Customer will immediately pay all Fees and other amounts due to INSYNCR under the Agreement, up to and including the date of termination, and (ii) all usage rights granted to Customer under the Agreement, including the right to use the Software Service pursuant to Section 3, will automatically expire. Termination of the Agreement for any reason will occur without prejudice to any right or remedy that has accrued prior to the actual termination.
12.4 Survival.
The provisions of the Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Agreement.
13. APPLICABLE LAW AND JURISDICTION
13.1 Applicable Law.
This Agreement will be reasonably interpreted in accordance with Belgian law (without giving effect to any laws of conflict).
13.2 Jurisdiction.
The courts of Antwerp (section Antwerp) will have exclusive jurisdiction over any dispute or controversy arising from or relating to the Agreement or its subject matter.
14. THIRD-PARTY SERVICES
14.1 Third-party services.
14.1. The Software Service may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Services”). INSYNCR is not responsible for, and INSYNCR hereby disclaims any liability for, any act or omission of any provider of Third-Party Services or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether INSYNCR or a Software Service endorses, approves, or supports any such Third-Party Services. INSYNCR does not guarantee the interoperation, integration, or support of any Third-Party Services. INSYNCR may, at any time, in its sole discretion, modify the Software Service, which may result in the failed interoperation, integration, or support of Third-Party Offerings. The Customer has the sole discretion whether to purchase or connect to any Third-Party Offerings, and use of any Third-Party offering is governed solely by the terms of such Third-Party offerings.
15. FREE TRIAL
15.1 Free Trials.
If the Customer register for a free trial, INSYNCR will make the Software Service available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any subscription; or (c) termination of the trial by INSYNCR. INSYNCR reserves the right to modify or discontinue the free trial of the Customer at any time in its sole discretion and without notice.
15.2 Limitations
The free trial is intended solely for evaluation purposes, and may include only partial features, limited datasets, or restricted access to the full capabilities of the Software Service. Performance and results may not reflect the quality or scope of the full version.
16. MISCELLANEOUS
16.1 Amendment.
INSYNCR reserves the right to amend its Terms and Conditions from time to time upon notice to the Customer (via email or on the Website) These changes will enter into force fifteen (15) calendar days after written notice from INSYNCR to the Customer. In the event the Customer does not accept these changes, the Customer has the right to terminate the Agreement in accordance with article 11.2 where the subscription will terminate upon the first Renewal Term. Such new amended Terms and Conditions will not apply for the then-current subscription term. Where the Customer has not notified INSYNCR of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.
16.2 Severability.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision(s) will be construed to reflect, as nearly as possible, the intent of the invalid or unenforceable provision(s), while all other provisions will remain in full force and effect.
16.3 No agency.
No joint venture, partnership, employment, or agency relationship exists between the Customer and INSYNCR based on the Agreement or use of the Software Service.
16.4 No waiver.
A Party’s failure to enforce any right or provision in the Agreement will not constitute a waiver of that right or provision unless acknowledged by that Party in a written agreement.
16.5 Force majeure.
In the event that performance of the Contract by either Party is prevented, hindered, delayed or otherwise impracticable due to flood, riot, fire, judicial or governmental action, labour disputes, natural disasters, epidemics/pandemics (and judicial or governmental action related thereto) or other causes beyond the control of the Party, such Party will be excused to the extent that performance is prevented, hindered or delayed by such causes.
16.6 Assignment.
The Agreement may not be assigned by Customer without INSYNCR’s prior written consent but may be assigned by INSYNCR to (i) a parent or subsidiary company; (ii) an acquirer of all or substantially all of INSYNCR’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger. Any purported transfer made in violation of this section will be null and void.
16.7 Notice.
Any notice given under the Agreement must be in writing and delivered by email to the following addresses (or alternative addresses as provided in writing by each Party): admin@insyncr.com (to INSYNCR) and the primary billing address (to Customer). All notices will be deemed to have been received the second business day following the email transmission.
16.8 Entire Agreement.
The Agreement, together with any applicable attachment(s), constitutes the entire agreement between the Customer and INSYNCR and supersedes all prior or contemporaneous, written or oral, negotiations, discussions or agreements between the Parties with respect to the subject matter of the Agreement. An amendment or modification to the Agreement is only binding if it is in writing and signed by the authorized representatives of the Parties.