Policies & Legal
Our policies and legal documents.
The policies and terms that govern working with Synorr. Questions? Email hello@synorr.com.
Privacy Policy
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INTRODUCTION
Synorr respects your privacy and is committed to protecting your personal data. This privacy notice will inform you as to how we look after your personal data and tell you about your privacy rights and how the law protects you.
It’s likely that we’ll need to update this privacy notice from time to time. Please check this page regularly for changes to this notice.
This version was last updated on 02/01/2023 and historic versions can be obtained by contacting us.
It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.
1. IMPORTANT INFORMATION AND WHO WE ARE
Purpose of this privacy notice
This privacy notice aims to give you information on how Synorr collects and processes your personal data when you interact with us, such as, through your use of our websites, when you sign up to our publications, when you purchase a product or service from us or when you elect to receive further information about our events and conferences.
Controller
Synorr is the controller and responsible for your personal data (collectively referred to as "COMPANY", "we", "us" or "our" in this privacy notice).
Keeping us informed of changes
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
Third-party links
Our websites may include links to third-party websites, plug-ins, and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our websites, we encourage you to read the privacy notice of every website you visit.
2. THE DATA WE COLLECT ABOUT YOU
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data). We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:
Identity Data includes first name, last name, username or similar identifier, title, date of birth and gender. Contact Data includes billing address, delivery address, email address, and telephone numbers. Financial Data includes bank account, payment card details and credit history. Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us. Technical Data includes internet protocol (IP) address, your login data, browser type, and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our websites. Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses. Usage Data includes information about how you use our websites, products, and services. Preference Data includes your preferences in receiving marketing from us and our third parties, your communication preferences, and dietary information. We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice. Other than dietary preferences, we do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation). If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product, service or attendance at one of our events but we will notify you if this is the case at the time.
3. HOW IS YOUR PERSONAL DATA COLLECTED?
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your Identity, Contact, Preference and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes the personal data you provide when you:
(a) apply for or purchase products or services from us; (b) create an account with us; (c) when you ask to attend an event; (d) subscribe to a service or publications from us or our partners; (e) request marketing, product or event information to be sent to you; (f) enter a competition, promotion or survey; or (g) give us some feedback. Automated technologies or interactions. As you interact with our websites, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs, and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. Please see our cookie policy below for further details.
Third parties or publicly available sources. We may receive personal data about you from various third parties and public sources as set out below:
(a) analytics providers; (b) advertising networks and marketing companies; (c) search information providers; (d) vendor partners and reseller partners; (e) credit reference, fraud prevention or government agencies; (f) providers of technical, payment and delivery services; (g) data brokers or aggregators; (h) publicly available sources such as Companies House and the Electoral Register. 4. HOW WE USE YOUR PERSONAL DATA
We will only use your personal data when the law allows us to. The law says that we can only use your personal data in the following circumstances: Contract - Where we need to perform the contract we are about to enter into or have entered into with you. Legitimate Interests - Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests. Legal Obligation - Where we need to comply with a legal or regulatory obligation. Consent - Where you consent to it. Purposes for which we will use your personal data We have set out below a list of ways that we may use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate. Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data.
Processing Purpose Type of data Legal basis for processing including the basis of legitimate interest To register you as a new customer Identity Contact Performance of a contract with you To process and deliver your order including: Manage payments, fees, and charges Collect and recover money owed to us Performance of a contract with you Necessary for our legitimate interests (to recover debts due to us) To manage our relationship with you which will include: Notifying you about changes to our terms Asking you to leave a review or take a survey To respond to refund requests and complaints Performance of a contract with you Necessary to comply with a legal obligation Necessary for our legitimate interests (to keep our records updated, to study how customers use our products/services and to respond to you) To enable you to partake in a prize draw, competition or complete a survey Necessary for our legitimate interests (to study how customers use our products/services, to develop them and grow our business) To administer and protect our business and websites (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and other illegal activities and in the context of a business reorganization or group restructuring exercise) Necessary to comply with a legal obligation To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy) To use data analytics to improve our website, products/services, marketing, customer relationships and experiences Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy) Third-party direct marketing communications, for example, from our vendor partners Preference
With your consent, we may supply your personal data to a third party for their direct marketing purposes If we discover any criminal activity or alleged criminal activity through fraud monitoring and suspicious transaction monitoring. Financial
Necessary for our legitimate interests (for the purposes of preventing or detecting unlawful acts) To send you communications required by law or which are necessary to inform you about our changes to the services, products, and events we provide to you. Necessary for our legitimate interests (for example, product recall notices, and legally required information relating to your orders) Necessary to comply with a legal obligation To comply with our contractual or legal obligations to share data with credit reference, fraud prevention agencies, and law enforcement agencies. Necessary to comply with a legal obligation. Necessary for our legitimate interests (to protect our business by preventing financial crime) To deliver events to you Performance of a contract to manage and maintain our relationships with you. Necessary for our legitimate interests (to grow our business) Monitor and record your call, emails and text messages, social media messages and other communications in relation to your dealings with us. Necessary to comply with a legal obligation (for regulatory compliance, self-regulatory practices, and crime prevention and detection) Necessary for our legitimate interests (to protect the security of our communications systems and procedures, to check for obscene or profane content, to assess the quality of our customer services and to provide staff training) Marketing
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms:
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services, and offers may be relevant for you (we call this marketing). You will receive marketing communications from us if you have requested information from us or purchased goods or services from us or if you provided us with your details when you entered a competition or registered for a promotion and, in each case, you have not opted out of receiving that marketing. Third-party marketing
We will get your express opt-in consent before we share your personal data with any company outside the Synorr group of companies for marketing purposes. Opting out
You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time. Where you opt-out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions. Cookies
You can set your browser to refuse all or some browser cookies or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of our websites may become inaccessible or not function properly. For more information about the cookies we use, please see below. Change of purpose
We will only use your personal data for the purposes for which we collected it unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so. Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law. Credit reference checks
The personal data that we have collected from you when setting up an account may be shared with credit reference and fraud prevention agencies who use it to prevent fraud and money laundering and to verify your identity.
We may access and use information from credit reference agencies when you open your account and periodically to:
manage and take decisions about your account, including assessing your creditworthiness; prevent criminal activity, fraud, and money laundering; check your identity and verify the accuracy of the information you provide to us; and trace debtors and recover debts. Application decisions may be taken based solely on automated checks of information from credit reference agencies and internal records. We will continue to share information with credit reference agencies about how you manage your account including any default in making payments, while you have a relationship with us. This information will be made available to other organizations so that they can take decisions about you. If false or inaccurate information is provided and/or fraud is identified or suspected, details will be passed to fraud prevention agencies, law enforcement agencies and other organizations that may access and use this information. If we, or a fraud prevention agency, determine that you pose a fraud or money laundering risk, we may refuse to provide services to you. A record of any fraud or money laundering risk will be retained by the fraud prevention agencies and may result in others refusing to provide services or financing to you. Fraud prevention agencies can hold your information for different periods of time. When credit reference and fraud prevention agencies process your information, they do so on the basis that they have a legitimate interest in preventing fraud and money laundering, and to verify identity, in order to protect their business and to comply with laws that apply to them. 5. DISCLOSURES OF YOUR PERSONAL DATA
We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above. Internal Third Parties: being other companies in the Synorr acting as joint controllers or processors and providing IT and system administration services and to undertake leadership reporting. External Third Parties:
Service providers acting as processors who provide IT and system administration services, delivery couriers, marketing agencies, credit reference and fraud management. Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers who provide consultancy, banking, legal, insurance, and accounting services. HM Revenue & Customs, regulators and other authorities and law enforcement bodies. Vendor partners and reseller partners. Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice. We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions. 6. INTERNATIONAL TRANSFERS
We share your personal data within the Synorr. This will involve transferring your data outside the European Economic Area (EEA). Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented: We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries. Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries. Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US. Data security
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality. We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so. 7. DATA RETENTION
How long will you use my personal data for?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements. 8. YOUR LEGAL RIGHTS
Under certain circumstances, you have rights under data protection laws in relation to your personal data.
You have the right to:
Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it. Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us. Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request. Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which overrides your rights and freedoms. Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data's accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it. Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you. Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent. No fee usually required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances. What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response. Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated. Contact details
Should you have any questions please contact us as follows:
Email us at ASKGDPRUK@synorr.com Or write to us at ASKGDPRUK, Legal Department, 71-75 Shelton Street, London, WC2H 9BP. You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance. 9. COOKIE POLICY
Information about our use of cookies
Our websites use cookies to distinguish you from other users of our websites. This helps us to provide you with a good experience when you browse our websites and also allows us to improve our sites. By continuing to browse the sites, you are agreeing to our use of cookies. A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive. We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of our websites. They include, for example, cookies that enable you to log into secure areas of our websites, use a shopping cart or make use of e-billing services. Analytical/performance cookies. They allow us to recognize and count the number of visitors and to see how visitors move around our websites when they are using it. This helps us to improve the way our websites work, for example, by ensuring that users are finding what they are looking for easily. Functionality cookies. These are used to recognize you when you return to our websites. This enables us to personalize our content for you, greet you by name and remember your preferences (for example, your choice of language or region). Targeting cookies. These cookies record your visit to our websites, the pages you have visited and the links you have followed. We will use this information to make our websites and the advertising displayed on them more relevant to your interests. We may also share this information with third parties for this purpose. Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies. You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our sites. 10. QUESTIONS
If you have any questions or concerns about this Privacy Statement, the privacy practices of Synorr, our collection or use of your personal information, or you wish to access your personal information, please contact us. If we need or are required to contact you concerning any issue or event that involves this Privacy Statement, then we will do so using the email address, telephone number, or physical mailing address we have on file for you.
© 2023 All rights reserved Synorr.
Website Cookie Policy
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I. – GENERAL REMARKS
Placing an order automatically entails acceptance of these General Terms of Sale and, where relevant, of the special conditions specified at the time of the order. Offers are valid within the limits of the option period which, unless otherwise stipulated, is fifteen days starting from the presentation of the offer. Any information on the catalogues, manuals and price lists is for information only; Synorr may have to make changes to it at any time without notice. No additions, omissions or modifications to any of the provisions of these terms of sale will be binding on Synorr without their written agreement. II. – THE ORDER:
Any clauses or special purchase conditions on the customer’s Purchase order that are in contradiction with these terms and conditions are not applicable, except with the express written agreement of Synorr. Once a customer places an order, Synorr will acknowledge receipt of the order and will have the option of notifying refusal or amendment within three days of acknowledgement of receipt. If no refusal or amendment is notified, the order becomes binding at the end of the third day following the acknowledgement of receipt. Any changes to the order notified by Synorr during this period shall be considered accepted by the customer unless the customer notifies Synorr of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of the customer’s consent, or on expiry of this three-day period. In the event of a modification of any kind (designation, quantity, etc.) to an order already received and confirmed by Synorr, the conditions granted previously cannot be extended without Synorr consent. An order accepted may, nonetheless, be cancelled by Synorr should the customer fail to fulfil their obligations arising from article XIV. III. - THE PRODUCTS AND SERVICES ORDERED:
Synorr’s commercial proposal and invoice itemise the products and services ordered, which may be hardware, software or related services.
Hardware sales:
Synorr sells hardware sourced from different suppliers, for whom they are the authorised distributor. The technical characteristics and documentation of this hardware is the responsibility of the supplier and is handed over as is by Synorr. Supply of software:
Synorr grants the customer the right to use each software program ordered or which is integrated into hardware sold. The conditions under which this right of use is granted, and the obligations the customer accepts vis-à-vis the supplier of the software concerned, may be detailed in a license issued by the latter and appended to the invoice and to these general terms. The customer undertakes to forward the terms of this license to its end customer. In the absence of a license and specific conditions, the right to use the software ordered or installed in hardware sold by Synorr is limited to the operational implementation of a single copy of this software, to the exclusion of any right of reproduction, modification or correction of errors. Synorr is not, under any circumstances, responsible for any problems that may affect the software, nor for the temporary interruption (for correction, update or other reason) or permanent discontinuation, by the publisher of this software. Related services:
When the hardware sold, or the software supplied, are subject to a maintenance or update service from their supplier, ordering them from Synorr entails the ordering of the service in question, the financial conditions of which are itemised in the commercial proposal and the invoice. Synorr may also provide itself or via the supplier or a third-party provider, additional services, such as installation, which will be subject to a separate order at conditions stipulated in the commercial proposal and the invoice. Intellectual Property:
The purchase of hardware or the supply of software ordered from Synorr does not confer any intellectual property rights on the customer and obliges them to respect any intellectual property rights held by the supplier of the hardware or the software concerned. In consideration of which, the customer is guaranteed against any breach of quiet possession due to a third-party claim affecting an intellectual property right and with the consequence of a restriction or prohibition of the use of the hardware or software supplied. On the other hand, Synorr shall not be liable in any way for any problems arising from the operation, introduction or maintenance of software that it did not supply. IV. – PRICES:
Goods and equipment will be invoiced at the Synorr’ rate valid on the date of delivery. Prices are exclusive of tax; any taxes, delivery charges, shipping, packaging, and insurance will be invoiced in addition, to the rate applicable on the date of sale or delivery. Orders for special services and products not on Synorr’ price list shall be invoiced at the price stipulated in the commercial proposal.
V. - BILLING:
Acceptance of these general terms of sale implies the customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from Synorr.
VI. – DELIVERY TIMES:
The delivery times communicated to the customer are given as an indication, as Synorr is dependent on its own suppliers. Time of delivery is not of the essence.
Synorr is entitled to suspend or cancel delivery in serious circumstances, and in the following cases:
Should the customer fail to comply with the agreed payment terms; Should the customer fail to provide Synorr in a timely manner with the technical, financial or commercial information or specifications, necessary for dispatch; Force majeure or events such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at Synorr or their suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure. In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to the customer. VII. – TRANSPORT AND DELIVERY:
For deliveries in the United Kingdom of hardware products, the customer mandates Synorr to organise the transport of said products to the delivery address according to the information communicated by the customer. For deliveries in mainland United Kingdom, the DAP Incoterm is applicable by default. The CIP Incoterm (according to Incoterms 2010) is applicable if the place of delivery is outside mainland United Kingdom. In the absence of any special purchase conditions on the customer’s purchase order, the goods are deemed as having to be delivered to the customer at their head office. They are dispatched with carriage and packaging the responsibility of Synorr. Insurance is provided by Synorr up to customer delivery; these costs are invoiced as a fixed price. No recourse may be exercised against Synorr, the forwarding agent or the hauler for losses, spoilage or damage incurred by the goods, unless an official report with irrefutable probative force has been sent to the hauler or the forwarding agent within two days and Synorr formally notified within the same time period. The accessibility and layout of the premises intended to receive heavy, cumbersome equipment must be provided in a timely manner by the customer; Synorr shall not bear the cost of this under any circumstances. VIII. – RETURN OF GOODS:
No merchandise can be returned without the prior written agreement of Synorr. Returns only concern equipment that has not been modified or altered and must be done in the original packaging. The costs of transport and re-warehousing are the responsibility of the customer. The customer should return the equipment within eight days after obtaining the consent of Synorr. IX. – TRANSFER OF RISKS AND RETENTION OF TITLE:
The goods referred to on the delivery slip and the invoice shall remain the property of Synorr until the full price has been paid by the customer. The risks of loss, theft or destruction will, nonetheless, be the responsibility of the customer as from receipt of the goods and until full payment of the price for a DAP delivery. Until such time as payment has been made in full to Synorr, in cleared funds, of All sums due to it in respect of the Goods referred to on the delivery slop and the invoice, and all other sums which are, or which become due to Synorr from the customer, the customer shall hold the goods to the order of Synorr. Synorr may bring an action for the price notwithstanding that property in the Goods has not passed to the customer. Until such time as property passes to the customer, the customer shall upon request deliver up to Synorr such of the Goods as have not been resold to a value equal to the debt outstanding from the customer to Synorr as of the date of the request. If the customer does not comply with this request, Synorr may, during business hours, without notice, enter upon any premises owned, occupied or controlled by the customer where goods are situated or where Synorr reasonably believes goods are situated and repossess the goods to a value equal to the debt outstanding from the customer to Synorr as of the date of repossession, and the customer grants Synorr an irrevocable license for this purpose. If the goods are resold before full payment has been made to Synorr, the latter reserves the right to claim payment of the retail price from the sub-purchaser. In the case of a cancellation of an order for goods due to a case of force majeure, or by the customer, the advance payments already collected will remain the property of Synorr. X. – TERMS OF PAYMENT:
For customers who do not have an account with Synorr, payment is due at the point of placement of the order. Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency. Except for special conditions, payments from customers with an account with Synorr are due at 30 days from the date of the invoice. Payments must be made by bank transfer. Payments cannot be made in cash. XI. – FAILURE TO PAY
Interest shall be due and payable on all late payments starting from the date payment was due, at a rate of eight percent above the Bank of England’s base rate. In this case, the base rate reference for payments becoming overdue during the first half of the year concerned is the Bank of England base rate as of 31st December in the year immediately preceding. For the second half of the year concerned, it is the rate in force on 30th June of the year in question. In the absence of payment of a single instalment (or of a single draft on the due date), the entire amount of the sums owed by the customer to Synorr shall immediately become payable. Deliveries and orders in progress may be suspended. The sale will only be completed, and the title transferred in full and final settlement of the invoices. Should Synorr be forced to demand payment of invoices, even if simply by registered letter, a liquidated damages sum fixed at 10% of the amount of the debt shall be due by the customer, starting from the due date of the invoice, taking into account the costs and time incurred by Synorr in demanding payment. Should the collection fees be higher than the number of liquidated damages, Synorr may demand additional compensation, on the presentation of receipts. XII. – GUARANTEE:
The hardware is guaranteed for a period stipulated in the manufacturer’s documentation accompanying the equipment. The guarantee only relates to parts deemed faulty by Synorr, subject to the defects observed not being caused by improper use or handling by the customer. The guarantee shall cease immediately if an intervention is carried out for any reason whatsoever by a repairer not approved of by Synorr. In respect of this guarantee, the only obligation incumbent upon Synorr is to take organise the repair or replacement of the product or part which has been recognised as being faulty by the manufacturer and returned to the address indicated by Synorr. The return of products under guarantee must have the prior approval of Synorr. To this end, the customer shall contact Synorr’s support service by telephone. If the product is recognised as being faulty, Synorr will give the customer a product return code. Products recognised as being faulty should be returned in their original packaging, along with the return code. Products or parts replaced under the terms of the guarantee shall become the exclusive property of Synorr. Interventions under the guarantee do not extend the guarantee. This guarantee is exclusive of any other guarantees. XIII. – LIABILITY:
The customer acknowledges that they are professionals, and, in this respect, they are knowingly buying the hardware or software that is the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of the hardware or software. Synorr may not be held liable for the incompatibility of the hardware or software with other equipment or software with which it is intended to be operated. Synorr cannot be held liable for any direct or indirect, temporary or permanent impact the installation of equipment may have on an existing installed system. Synorr is only responsible for direct damage caused by a fault in the equipment, the software or services provided by Synorr, within the double limit of the loss effectively suffered by the customer due to this fault and the price of the equipment, software or services sold. Any losses that are indirect, commercial and from loss of revenue, including the loss of data and operating loss, are expressly excluded, as well as are all situations of force mature. In the event of the necessity for an update or corrective installation, the customer is informed that Synorr cannot intervene before receipt of said updates and corrections from the manufacturer and cannot be held liable for any delays incurred. XIV. – EXPORT OF THE HARDWARE BY THE CUSTOMER:
The hardware and software supplied by Synorr may be subject to export restrictions regarding dual-use goods and technology (civil/military), due to European or American regulations, inter alias. In the EU, the transfer of such goods and technology may constitute an exception to the principle of free circulation. These obligations can take the form of export licenses to be obtained from the ECO (UK) and/or the BIS (United States) and the archiving of the documents pertaining to these export operations. The customer acknowledges and accepts that the products purchased from Synorr Share subject to laws and regulations relative to export controls applicable in the UK, the European Union and the United States. The customer undertakes not to export, re-export or transfer, directly or indirectly the products purchased from Synorr, without first obtaining the requisite authorisations from the competent authorities (American, European and or the UK). The customer undertakes to provide Synorr with the name of the end customer, their order number and the end-destination of the order, via the purchase order. The customer should inform its own customers that, for products that have an American export license, the end-user may be subject to checks by the American authorities. In any case, the customer is responsible for the proper application of the export control regulations and Synorr cannot be held liable for the customer’s failure to observe the obligations arising from this clause and the related regulations. Regarding the European and English regulations that may apply, the customer may consult the following official websites: https://www.gov.uk/guidance/uk-strategic-export-control-lists-the-consolidated-list-of-strategic-military-and-dual-use-items Regarding the American regulations that may apply, the customer may consult the following official website: http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear Synorr reminds customers located in the UK (or in the EU) that, for dual-use products or technology, exporting outside the EU or transferring within the EU may require compliance with three sets of regulations (EU, UK and American) which are not interchangeable; in other words, compliance with one does not constitute compliance with the others. Lastly, the fact that Synorr may provide the customer with a service concerning the transport of the equipment and technology sold does not alter the customer’s responsibility with respect to the regulations applicable in terms of export control, which remain within the customer’s remit. XV. – THE CUSTOMER’S COMMERCIAL COMMITMENTS
The customer undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm Synorr’s commercial reputation through the products supplied by them. In particular, the customer undertakes to provide accurate, up to date information about the characteristics, performances and possible uses of the products commercialised by Synorr. The Customer also undertakes to obtain and renew any authorizations necessary for the sale of the products in the country in which they are established. The customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by Synorr as well as the software for which a license is granted.
XVI. – ETHICS – COMPLIANCE WITH THE LAW
The customer (including the customer’s executives, directors, employees, and agents) undertakes to comply with the applicable anti-corruption laws, including, and without limitation, the USA Foreign Corrupt Practices Act, the UK Bribery Act, and the “Sapin II” act (collectively, the “Anti-Corruption laws”). The Customer shall refrain, in particular, from (a) taking any measures or allowing or authorising any action by a third party in violation of the Anti-Corruption laws; (b) using any sums of money, or other consideration, paid by the other Party, for illegal purposes, including for purposes infringing the Anti-Corruption laws, with the aim of helping the other Party to obtain, or unduly conserve, a market or an agreement or any undue advantage; and (c) directly or indirectly, offering, promising, giving, requesting or accepting anything whatsoever either from a civil servant or public agent, undertaking or company controlled by the government, political party or any other private individual or corporate entity, with the aim of unduly obtaining a commercial or financial advantage or influencing any acts or decisions. Each Party, acting in good faith, shall refrain from taking any measures that they believe infringe the laws or commercial policies applicable to the business relations between the parties. To the Customer’s best knowledge, none of its executives, directors or employees are: (a) civil servants or public agents; (b) employed by an undertaking or company controlled by the government; or (c) the active representative of a political party. The Customer certifies that neither it nor its executives, directors or employees have been formally accused and/or pronounced guilty of an infringement or fraud with respect to the regulations applicable in terms of corruption. The Customer undertakes to inform Synorr immediately in the event of a change in the situation. Notwithstanding any other contrary provisions of these terms of sale, Synorr may terminate commercial relations immediately should the Customer fail to comply with the provisions of this clause; it is, nonetheless, stipulated that the Customer should indemnify, protect and absolve Synorr in the event of damages. In addition, the two parties agree to fully comply with all the laws applicable to the sale and distribution of the products purchased, pursuant to these GTCs of sale. The customer also undertakes to comply with the applicable legislation in terms of the protection of personal data and privacy including but not limited to the EU General Data Protection Regulation and to gain the consent of its customers for forwarding their personal data to Synorr in such a way as to allow them to make legal use of it, inter alias, for commercial and marketing purposes. The customer undertakes to comply with the law. XVII. –GOVERNING LAW AND JURISDICTION:
These terms and conditions of sale and all matters relating to them shall be governed by the laws of England and Wales. In the event of a disagreement over all, or part, of these terms and conditions of sale, as for any that may arise over the performance of any order, jurisdiction is assigned to the Courts of England and Wales.
Data Protection Policy
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This can include customers, suppliers, business contacts, employees and other people the organisation has a relationship with or may need to contact. This statement describes how the data is collected, stored and handled to meet legal requirements, follows best practice and helps protects the right of suppliers, customers and employees.
To comply with UK law, personal information must be collected and used fairly, stored safely and not disclosed unlawfully.
Policy scope
This policy applies to all Synorr Limited offices and staff (including contractors). The personal information which is supplied to us may be used in the following ways: For use in marketing about Synorr Limited products and services, where we think they may be of interest to you To update you on the progress of quotes, orders or technical support requests you have contacted us about For updates on the status of your account with us To help provide a service, or engage with you on a service you are providing to us By signing up with Synorr Limited, you are agreeing to opt-in to the above communications. At any time you are able to unsubscribe from marketing communications and/or personal emails or calls (see the Data Removal section below).
Responsibilities
All employees and contractors for Synorr Limited have responsibility to ensure they comply with this policy and UK law. Training is provided, and responsibilities are proscribed in our Staff Contract. We have implemented the following guidelines: The only people able to access data covered by this policy should be those who need it for their work. Data should not be shared informally, and access should be requested from a Director where it is required It is the responsibility of employees to keep data secure and follow our internal guidelines That includes adhering to cybersecurity principles (which is supported by the implementation of technologies to help secure access to, and the storage and transfer of, confidential data) Data should be regularly reviewed and updated to ensure it is correct and relevant. If it is not, it is removed for our systems
Data storage
Where possible, all data is secured digitally. Whether data is stored digitally or printed out, our guidelines are: When not required, the paper or files should be kept in a locked drawer or filing cabinet. Employees should make sure paper and printouts are not left where unauthorised people could see them, like on a printer. Data printouts should be shredded and disposed of securely when no longer required. When data is stored electronically, it is protected against unauthorised access, deletion or hacking. Data is only stored on designed local or cloud storage locations/services. Data is backed up, and replicated off-site. All data on personal or mobile devices is protected, and can be removed in the event of potential loss.
Data Sharing
We will not share information with any third party, with the exception of: Synorr Limited Vendor partners, where that relates to a quote, order or technical support request you have contacted us about, or a marketing campaign we have run Synorr Limited Capital partners, where that relates to an opportunity you have brought to us In the event we share data with third parties, we will notify you (with the exception of quotes/orders/deal registrations, where we are required by our contract obligations to do so and such sharing is part of the standard commercial process and permission is granted by the process of requesting a formal quote).
Data Removal / Subject Access Requests /Data Disclosure
All individuals who have data held by Synorr Limited are entitled to: Ask what information Synorr Limited has. Be provided with a copy of that information Request an explanation on how to ensure it is up to date. Where data is found to be incorrect, Synorr Limited shall endeavour to show it is updated with the correct information, or removed where that is not possible. Data Removal or Subject Access Requests should be made in writing by post (to the Head Office) or email (to contact@synorr.com). Individuals will be charged £10 per Subject Access Request, while Data Removal is free of charge. Synorr Limited aim to provide the relevant data/update within 14 days. Data Disclosure to appropriate government/law enforcement agencies will be provided, although legal advice will be taken where required.
General Terms & Conditions of Purchase
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Purchase Orders will be accepted and booked in accordance with the appropriate Synorr entity as defined in the Operations Guide This Quote shall expire on the expiration date set forth above, and if no date is shown, the earlier of thirty (30) days from the issue date, or the expiration of applicable Maintenance/Support.
This Quote must include an Approval # and Expiration Date in order for Synorr to honour any discounts. This Quote is valid until the expiration date listed on the quotation.
TAX INFORMATION:
All orders are subject to sales tax in your country of establishment. If you are requesting a tax exemption, please provide a copy of your sales tax exemption certificate. Validity of Quotation ORDERING TERMS AND CONDITIONS. This Quote contains confidential information which is intended for the recipient only. Each party will use good faith efforts in the event of any errors and omissions.
You or Your means the end user customer, distributor, re-seller, or other partner entity who orders directly from Synorr Corporation and/or its subsidiaries (“Synorr”) in response to this Quote.
These Ordering Terms and Conditions and either
The Synorr terms and conditions published at http:/go.synorr.com/legal/repository, or Any manually signed contract with Synorr governing the partners’ products and services ordered (collectively the “Agreement”) govern the order in response to this Quote. In the event of a conflict, the signed contract with Synorr will govern with respect to direct ordering, delivery, payment, and tax terms and any similar transactional term or condition.
Any changes to the Ordering Terms and Conditions are invalid, unless approved in writing by Synorr. Any purchase order or other order form submitted must include this Quote number and remains subject to acceptance by Synorr. Synorr reserves the right to increase its global MSRP pricing annually, without notice, with minimum increases based on the U.S. Consumer Price Index (CPI), however such changes will not apply to this Quote prior to the Quote expiration date.
To avoid any interruption in service, please fax or mail a purchase order for the amount stated in this Quote at least fifteen (15) days prior to current Maintenance/Support expiration date.
In the event Maintenance/Support has lapsed, reinstatement fees will be assessed according to our partners ‘s Maintenance/Support Policies. All prices quoted are exclusive of applicable taxes, shipping, customs duties, import fees or other charges imposed by government entities (collectively “Taxes/Other Charges”).
The Synorr entity accepting the order may be different from the entity issuing this Quote, at Synorr’s sole discretion. Synorr shall bill applicable taxes as a separate item on the invoice and shall not include them in the purchase price. You are responsible for all Taxes/Other Charges with respect to the order under this Quote, excluding tax imposed on Synorr’s net income and withholding taxes, except to the extent a transaction is exempt from tax and You provide Synorr with a valid exemption certificate or other acceptable evidence of exemption.
If You are required by law to withhold any tax from a payment, You must provide to Synorr an original or certified copy of all tax payment receipts or other payment evidence.
If you fail to do so You must reimburse Synorr for any taxes, withheld or assessed, in addition to penalties, and other governmental agency charges incurred. Shipments of tangible items shall be delivered Ex Works (Incoterms 2010), from the shipping dock of any Synorr or Synorr supplier facilities (the “Shipping Point”) to Your identified carrier, and title to the Synorr products and risk of loss or damage shall pass to You upon delivery to the first common carrier at the Shipping Point. Freight terms must be collect or third party. Amounts payable under this Quote shall be due and payable on the net payment terms indicated on Synorr ‘s invoice. Late payments shall bear interest at the rate of one percent (1%) per month (or, if less, the maximum rate permitted by applicable law).
Payment obligations here-under cannot be cancelled and any sums when paid shall be non-refundable. You acknowledge that by submitting an order in response to this Quote, You accept that the Ordering Terms and Conditions shall apply to the transaction. Other than the terms of an applicable signed contract, Synorr does not accept any other non- Synorr’s terms and conditions (whether contained in a purchase order or otherwise) which are in addition to, or in conflict with these Synorr Ordering Terms and Conditions. For the terms of use governing Synorr offerings, see the applicable Synorr agreement, and/or such other terms and conditions located at http:/go.synorr.com/legal/repository. U.S. and Canada Taxes: This Quote is subject to all Canadian federal and provincial taxes and most U.S. sales & use taxes.
Applicable taxes will be added to the amount shown on this Quote based on the “ship-to” location noted on Your purchase order. Please allow for additional taxes on Your purchase order or payment remittance. Tax Exemptions: If You are exempt from any Canadian or U.S. sales taxes, the appropriate tax exemption documentation must be submitted with the purchase order. If You have previously submitted this documentation, please inform your Sales Account Manager and You do not need to submit the documentation unless it has changed.
Terms & Conditions Electronic Delivery Election: In some U.S. states a tax exemption or tax reduction may be available if you elect to receive your software updates exclusively via electronic download. You may make this election by specifying “electronic delivery” on your Purchase Order. Although there may be tax benefits with regard to such an election, Synorr is not offering any advice or assurances regarding the tax treatment. Please consult your tax adviser for questions on eligibility. Note that by making this election, you will not be able to receive your software updates on physical media such as CD. GSA Customers: If a Prime Contractor will be placing an order on the Government End-Users behalf, a Letter of Authorization (LOA) from the Government End-User to the Prime Contractor is required.
Please see FAR 51.103 Ordering from Government Supply Sources for further information and instructions. Your order will not be processed without the required LOA. “Whomever is paying Synorr, meaning to whom we issue the Quote” dictates the BSE involved and therefore, the corresponding contact information.
RMA Terms & Conditions
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Synorr Website RMA Terms and Conditions
In order to return goods to Synorr, we request that you follow our online returns procedure. To ensure we are able to deal efficiently with your return, it is important that you obtain a RMA (Returns Material Authorization) number before sending goods back to us, thus enabling the tracking of the return throughout its full processing.
Important: Please note that if you are using a free web-based email service such as Hotmail, Yahoo, Gmail etc, any emails sent automatically from us may arrive in your "Junk" folder, based on how you have configured your service. Please check your Junk folder regularly for any correspondence we might send.
Obtaining a Returns (RMA) Number
You must obtain a Returns (RMA - Returned Materials Authorisation) Number before returning any product. If you send product(s) back without a Returns Number, it may result in rejection or a delay in processing.
Visit our website at www.synorr.com Select the Partners Tab Select RMA (under Portal Navigation on the right hand side) Your Returns (RMA) number will be sent to you within 7 days (excluding Saturdays, Sundays & Public Holidays).
Hardware Returns
You Must:
Ensure you have included everything the product came with including all manuals, drivers, disks, cables. If returned items are incomplete, we will not be able to process them and they will be rejected. Package the product securely using the original packaging it was received in or use your own adequate alternative. If you have questions about suitable packaging for an item, please call our Customer Care Department on 020 8274 7000 Do not write the Returns (RMA) number on the box or packaging but on a label which should be affixed to the outside of the package containing the return address as follows:
RMA# Order number
Synorr, 71-75 Shelton Street, Covent Garden, London W2CH 9JQ - UNITED KINGDOM
We recommend you return your product using a traceable insured service. This will require a signature when our Returns Department receives it and confirms our receipt of the package. Ensure you retain the receipt for the carriage cost as this will be required should the goods be lost or damaged in transit.
PLEASE NOTE:
IF YOUR HARDWARE PRODUCT HAS NO FAULT FOUND A RETURN CARRIAGE COST OF £13.90 excluding VAT (up to 20Kg) WILL APPLY BEFORE YOUR ITEM IS RETURNED. PRODUCTS ABOVE THIS WEIGHT WILL BE SUBJECT TO ADDITIONAL CHARGES WHICH WILL BE NOTIFIED TO YOU PRIOR TO THE RETURN OF THE ITEM.
Software Returns
Please note each of our manufacturers have their own terms and conditions with regards to returns of their software. Each software return is on a case by case basis. We reserve the right to charge a handling fee of 20% of the purchase price of the products purchased in the case of non-fault returns for credit. If you have any queries or questions, please contact our Customer Care Department on 020 3808 7630 between the hours of 08.30 and 18:00 Monday to Friday (excluding Public Holidays).
Modern Slavery Statement
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Modern slavery is a heinous crime and a morally reprehensible act that deprives a person's liberty and dignity for another person's gain. It is a real problem for millions of people around the world, including many in developed countries, who are being kept and exploited in various forms of slavery. Every company is at risk of being involved in this crime through its own operations and its supply chain.
At Synorr, we have a zero-tolerance approach to modern slavery, and are fully committed to preventing slavery and human trafficking in our operation and supply chain. We have taken concrete steps to tackle modern slavery, as outlined in our statement. This statement sets out the actions that we have taken to understand all potential modern slavery risks related to our business, and to implement steps to prevent slavery and human trafficking during the financial year 2023.
Our business and supply chains
Synorr are a distributor of cybersecurity and networking solutions. We are based in the UK (London, Liverpool, Manchester), operating primarily in the UK and Ireland but also with partners in Europe and the rest of the world. Our vendor partners are also international. We provide a range of marketing and technical services alongside the products (software, hardware and cloud services) that we sell. We establish a relationship of trust and integrity with all our suppliers, which is built upon mutually beneficial factors. Our supplier selection and on-boarding procedure includes due diligence of the supplier's reputation, respect for the law, compliance with health, safety and environmental standards, and references. We haven't been made aware of any allegations of human trafficking/slavery activities against any of our suppliers, but if we were, then we would act immediately against the supplier and report it to the authorities.
Risk assessment
In the past year, we conducted a risk assessment of our supply chain by taking into account: The risk profile of individual countries based on the Global Slavery Index The business services rendered by the suppliers The presence of vulnerable demographic groups A news analysis and the insights of labour and human rights groups This assessment will determine our response and the risk controls that we implement.
Policies
Synorr operates the following policies for identifying and preventing slavery and human trafficking in our operations: Whistleblowing Policy - we encourage all employees, customers and suppliers to report any suspicion of slavery or human trafficking without fear of retaliation. We provide a confidential helpline to protect the identity of the whistle-blowers. Code of Conduct - our code encourages employees to do the right thing by clearly stating the actions and behaviour expected of them when representing the business. We strive to maintain the highest standards of employee conduct and ethical behaviour when operating abroad and managing our supply chain. Purchasing Code - we have updated our Purchasing Code and supplier contracts to make explicit reference to slavery and human trafficking
Supplier due diligence – Synorr conducts due diligence on all new suppliers during on-boarding and on existing suppliers at regular intervals.
This includes:
Assessing risks in the provision of particular services Auditing the suppliers, and their health and safety standards, labour relations and employee contracts Requiring improvements to substandard employment practices Sanctioning suppliers that fail to improve their performance in line with our requirements We require all suppliers to attest that: They don't use any form of forced, compulsory or slave labour Their employees work voluntarily and are entitled to leave work They provide each employee with an employment contract that contains a reasonable notice period for terminating their employment They don't require employees to post a deposit/bond and don't withhold their salaries for any reasons They don't require employees to surrender their passports or work permits as a condition of employment
Awareness
Synorr has raised awareness of modern slavery issues by communicating with all staff by email, which explains: Our commitment in the fight against modern slavery Red flags for potential cases of slavery or human trafficking How employees should report suspicions of modern slavery The Employment Contract for all staff includes an attestation that they will abide Synorr’s anti-slavery policy. Measuring how we're performing Synorr regularly reviews this statement, the performance of our suppliers and current best practice to help ensure the organisation has necessary controls in place to combat modern slavery and human trafficking in our organisation and supply chain. This statement covers 1st January 2023 to 31st December 2023 and has been approved by the board of Synorr.
Non-Disclosure Agreement (NDA)
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Background:
Synorr is working with the Partner on joint activities, projects or orders or service delivery. This could involve a range of marketing activities or other joint business projects or explorations. The Company is interested in the Project in furtherance of the Company’s business objectives. To enable both Synorr and the Partner (“the Parties/Party/Receiving Party”) to enter in to discussions and negotiations concerning the Project then certain information including Confidential Information needs to be exchanged by the Parties. Confidential Information: For the purposes of this Agreement, “Confidential Information” shall include all contact information for those prospects and customers of the Partner, with information including (but not limited to):
Contact details; Organisation details; Background/Relationship with the Partner; Requirements/Purchasing plans related to the Project; The Receiving Party will not disclose, communicate or publish Confidential Information of the other Party to anyone, except to its employees on a need to know basis only and in connection with the Project.
The Receiving Party shall control and treat the Confidential Information disclosed to it with reasonable care and, at least with the care that it treats its own Confidential Information
Non-Confidential Information:
Confidential Information will cease to be confidential when the information: is in the public domain at the time of disclosure; enters into the public domain through no fault of the Receiving Party; is possessed by the Receiving Party prior to disclosure to it or rightfully acquired from sources other than the disclosing Party; is acquired in a bona fide arm’s length transaction by the Receiving Party.
General Provisions:
The Company agrees not to use any of the Partner’s Confidential Information for its own commercial advantage or to the commercial advantage of any third party; or to the commercial disadvantage of the Partner In providing the Confidential Information both Parties make no representations or warranties express or implied as to its accuracy or freedom from defect. Neither this Agreement nor any disclosure hereunder shall be construed to be a grant by the other Party of any right or licence under any intellectual property right now or hereafter owned or controlled by either Party. Both Parties agree to maintain any such confidentiality for a minimum period of three (3) years after the date of this signed Agreement. Without prejudice to any rights or remedies, including damages, the Parties recognise that the claiming Party shall be entitled to remedies of specific performance and injunction for any breach of this Agreement. The terms of this Agreement may only be varied with the prior written consent of the other Party. The interpretation and validity of this Agreement shall be governed by English Law.
SLA Terms & Conditions
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Agreement Definitions
‘Supported Product’ means the product(s) listed on the Synorr Support Contract Certificate as installed at the specified location. Other copies of the products installed at the same or other locations are not included. Only latest and the ·version prior will be supported. Older product versions will be support on a best endeavours basis. ‘Customer’ means the end user/company specified on the Synorr Support Contract Certificate. ‘Reseller’ means the supplier providing the support product to the Customer. ‘Synorr’ means the provider of the technical support service as shown on the Synorr Support Contract Certificate.
Service Definition
Provide technical support to customers via telephone and/or email. The hours of service are defined on the Synorr Support Contract Certificate. The 8x5 contract hours are 9am to 5pm for working days (excluding weekends and public holidays). The 24x7 contract hours are 24 hours per day, 7 days a week, including weekends and public holidays. The Standard Support to resellers operates from 9am to 5pm for working days (excluding weekends and public holidays).
Service Exclusion
Instances that fall outside of the terms of this support agreement are identified below: On-site support, consultancy and/or training. The provision of product(s) upgrades. Fixing product(s) coding/programming faults. Initial installation/configuration or major upgrades of the support product(s). Hardware/Software not detailed in the Synorr Support Contract Certificate. Support for operating systems. Call Procedure
Synorr will use the following procedure when dealing with issues:
The notification of the problem must be made either by telephone or email. The call will be logged and assigned a call reference number. Subsequent calls and correspondence relating to that problem should quote the call reference number.
Call Escalation
Synorr will make every endeavour to resolve issues at the first notification of the problem. However, the Support Technician may need to liaise with other members of team to obtain the resolution. The escalation procedure ensures that our Support Technician will escalate all unresolved calls to their Team Leader on a timely basis. If no resolution can be identified, the call is further escalated to the Technical Manager. In the unlikely event of no solution being identified by our own Support Team are unable to find the solution through further analysis, the call will then be escalated externally to the product vendor.
Call Closure
Synorr will not close any calls without the consent and agreement of the Customer. However, there are some circumstances where Synorr reserve the right to close calls for the following reasons:
The fault complained of is due to a bug identified within the product(s) and no fix is available. A bug fix or an upgrade is identified and the Customer is advised as to how they may obtain the fix or upgrade. Synorr identify that the problem is due to conflicts within the existing hardware and/or software. No response is received from the Customer following our last communication and 10 working days have elapsed from our reminder.
Customer Satisfaction
A simple feedback request will be sent to the Customer by email at random. The Technical Manager is available to discuss problems concerning the service provided and will monitor all returned questionnaires. If required, the Customer can choose to opt out of this process.
Service Reporting
If required, a summary report of all calls placed, closed and outstanding can be sent to the customer by email.
Performance Indicators & Guarantee
After Synorr has provided our first considered response, Synorr will continually update you as shown in Appendix 2. Furthermore, the following performance standards will be used whereby 98% of all calls will be responded to within the timeframe for each service contract.
Service Cancellation
Synorr reserve the right to suspend this contact if payment is not received within the timeframe indicated on the invoice. Until payment is received in full, no entitlement to rebate or service extension is available.
Complaints
In the unlikely event of the need for complaint, the Technical Manager is to be contacted either by telephone or by email for the speedy resolution of that complaint.
On-Site Assistance/Consultancy
This Service Contract is to provide telephone and/or email support only. On-site support and consultancy is available and may be obtained by booking a Technical Consultant according to the Reseller’s current tariff.
Liability Exclusions
Synorr shall note be liable to the Customer or to anyone else for any loss or damage of data, equipment or property, loss of profit, business, revenue, goodwill or anticipated savings whatsoever or howsoever caused (and whether or not caused by negligence), arising directly or indirectly in connection with this contract.
Product Disclaimer
This service does not include the development and/or sales of software, hardware, upgrades and/or fixes and no responsibility is accepted for the performance of the software or compliance with claims as to the suitability, performance or features. As such issues are outside the scope of the Support Contract. Appendix – Response Times and Progress Updates Service Contract Response Time within: Progress updates to customer within: 24x7 “Product” Support: Response Time: 1 hour from first notification of the problem, Progress Update: 2 hours from receipt of all relevant information , 8x5 “Product” Support Response Time: 2 hours from first notification of the problem, Progress Update: 24 hours from receipt of all relevant information
Standard Support to Partners:
Response Time: 2 hours from first notification of the problem, Progress Update: 24 hours from receipt of all relevant information
Evaluation / PoC Terms & Conditions
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These terms and conditions together with the order form or letter to which they are attached (“the Request”) will form a binding contract between the Customer and Synorr. Each Request shall constitute a separate contract governed by these terms and these terms apply to the exclusion of all other terms or conditions of contract Customer may propose and shall not be varied unless set out in the Request or as agreed in writing and signed by Synorr.
Licence.
1.1 Synorr grants to Customer a non-exclusive, non-transferable licence to use the Products internally at Customer’s facilities, for the sole purpose of evaluation and testing during the Evaluation Period.
Delivery of Products.
2.1 Synorr shall deliver the Products to Customer as soon as reasonable after the execution of this Agreement. Customer will pay the costs of delivery to it and the cost of return delivery to Synorr.
Installation.
3.1 The Product will remain on site for the evaluation period, during which time any technical issue must be raised immediately with Synorr.
3.2 After the evaluation period has expired the customer shall de-install the Product and return it to Synorr.
No Reverse Engineering and Other Restrictions.
4.1 Customer agrees that Customer will not attempt and will use its best efforts to prevent Customer’s employees and contractors from attempting, to reverse engineer, reverse compile, disassemble, modify, adapt, translate, create derivative works, rent, lease, loan, distribute or sublicense the Products, in whole or in part, or use any mechanical.
4.2 Electronic or other method to trace, decompile, disassemble or identify the source code of the Software.
Confidential Information; Proprietary Markings.
5.1 In this clause “Confidential Information” means information relating to the business, system and affairs of either party, its representatives or customers (and in the case of Synorr includes the Products) other than any such information that (a) was in the public domain at the time of its provision by the Disclosing Party, (b) became part of the public domain after its provision by the Disclosing Party, other than through breach of this Agreement, and (c) is or came lawfully into the possession of the Receiving Party other than as a result of a disclosure in breach of an obligation of confidence.
5.2 The party receiving Confidential Information (“Receiving Party”) agrees to exercise at least the same degree of care to safeguard the confidentiality of the Confidential Information of the other (“Disclosing Party”) as the Receiving Party would exercise to safeguard the confidentiality of its own Confidential Information but in any event not less than reasonable care.
5.3 Except as required by the Receiving Party for the exercise of its rights under this Agreement the Receiving Party agrees not to (i) disclose the Confidential Information or any portion thereof to any third party; (ii) reproduce the Confidential Information in any form or medium, or (iii) use the Confidential Information for any purpose not specified in this Agreement.
5.4 The Receiving Party warrants that all employees of the Receiving Party having access to the Confidential Information under this Agreement will abide by the obligations set out in this clause 4. Customer agrees not to remove or destroy any copyright, logo, trademark, trade name, proprietary markings, or confidentiality legends placed upon or contained within the Confidential Information. Customer agrees to comply with all legends that appear on or in the Confidential Information (or any component thereof), provided that such compliance would not materially detract from the rights granted to Customer under this Agreement.
Proprietary Rights.
6.1 Title to and ownership of (i) the Software, and any improved, updated, modified or additional parts thereof; (ii) the Documentation; and (iii) all copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature (“Intellectual Property Rights”) in and to the Products and in material devised, created or commissioned by Synorr, in supplying the Products, shall at all times remain the property of Synorr or Synorr’s licensors.
6.2 Customer shall not mortgage, pledge, assign or borrow against the Products or part thereof or otherwise create or attempt to create a security interest in the Products or part thereof.
Damages to Products, Insurance.
7.1 Risk in the Products will pass to Client on dispatch to Customer. Title in the Products will remain with Synorr at all times.
7.2 Customer agrees, at Customer’s cost and expense, to be responsible for diligence and care in the use and protection of the products. Customer will be liable to Synorr for any damages for loss of, or damage to, the Products while such Products are in customer’s custody and other direct losses, damages and expenses up to an agreed value of the full list price of the Products. Customer shall notify Synorr promptly in the event that the Products are damaged or otherwise need to be replaced or repaired. Fair wear and tear damage to the products is excluded from this agreement.
7.3 Customer agrees to notify Synorr of any changes made to the default password of the equipment. Should the default password be changed and not notified to Synorr, the Synorr reserves the right to charge to the customer a reasonable handling charge in order to have the equipment password reset.
7.4 Customer agrees to retain and return all original packaging shipped with the equipment. Should packaging not be returned, Synorr reserves the right to charge the customer a handling fee of up to £50.00 reflecting the cost of obtaining replacement packaging.
Limitation of Liability.
8.1 Synorr and Customer each accept liability for death or personal injury resulting from their negligence or breach of this Agreement.
8.2 Subject to clause 10, Synorr shall not be liable to Customer in contract, tort (including negligence) or otherwise for any indirect or direct loss of profits, business or anticipated savings. Customer shall not be liable to Synorr in contract, tort (including negligence) or otherwise for any indirect loss of profits, business or anticipated savings.
Term and termination.
9.1 This Agreement is in effect for the Evaluation Term and may be extended by mutual written agreement.
9.2 In the event of termination or expiration of this Agreement, Customer shall promptly discontinue the use of the Software and return any related materials to Synorr within five (5) days. Customer acknowledges that the license granted herein is non-cancelable and non-terminable by the Customer. If Customer seeks to continue using the Software after termination or expiration, both parties agree to negotiate a separate Purchase and License agreement. Clauses 4, 5, 6, 8, 9, and 10 shall remain in effect following termination or expiration of this Agreement.
9.3 In the event of non-payment within 30 days from the due date, all special conditions and discounted rates granted under this contract shall be automatically revoked, and default rates shall be reinstated. Furthermore, in case of non-payment within the aforementioned timeframe, the service contract shall be terminated without the possibility of reverting to the previous terms, following receipt of at least three written reminders from our part, each sent at an interval of at least five (5) business days. This clause is in accordance with Section 9 of the Late Payment of Commercial Debts (Interest) Act 1998 of the United Kingdom, which states that where one party fails to fulfill its payment obligations within a specified period, the other party has the right to terminate the contract without further notice.
Tax Liability.
10.1 The customer agrees to pay, indemnify and hold Synorr harmless for any sales or use tax or export or import fees or duties imposed at any time whatsoever in connection with this transaction.
Intellectual Property Rights Warranty.
11.1 represents and warrants that it is the owner of the Products and is entitled to grant the licences and permissions granted to Customer under this Agreement. Synorr shall defend, or at Synorr’s option settle any claim, suit or proceeding brought against Customer or an End User based on any claim that the Products (or any part thereof) infringe upon the Intellectual Property Rights of any third party (“Infringement Claim”).
Sublicensing to Potential End Users.
12.1 Customer may permit its potential end user customers (“End Users”) to exercise the rights of Customer hereunder to evaluate and test the Products. Prior to an End User’s exercise of such rights, Customer shall ensure that the End User agrees in writing to comply fully with any and all obligations of this Agreement.
Purchasing the Product.
13.1 The customer undertakes, on accepting the evaluation, that for a period of 6 months, following the evaluation, if the product is chosen, then the purchase of the product will be made only through Synorr. If the product is evaluated, and then purchased from another supplier, the customer then agrees to pay Synorr £250 per day for the whole of the evaluation period.
13.2 After the expiry date of the Evaluation or the termination of this Agreement (whichever is soonest), Synorr reserves the right to invoice the Customer for the product under standard Terms of Supply if the product is not returned with five (5) days following a written request by Synorr.
General Provisions.
14.1 Except as permitted under clause 10 (“Sublicensing to Potential End Users”), neither party may assign this Agreement or transfer any of the rights, duties, or obligations arising under this Agreement without the prior written consent of the other provided always that Customer may permit its affiliates to use the Products.
14.2 Except as set forth above, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
14.3 This Agreement will be governed by and construed according to the laws of England and Wales, without regard to that body of law controlling conflicts of law. In the event of any dispute or claim arising out of this Agreement, the parties hereby submit to the jurisdiction of the courts of England and Wales.
14.4 No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless executed in writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found invalid or unenforceable that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.
14.5 Each party agrees that a material breach of this Agreement will cause irreparable harm to the other and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, either party will be entitled to obtain timely injunctive relief or other equitable remedies to protect its rights under this Agreement.
Ethics & Code of Conduct
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Table of Contents
Ethics and code of conduct objectives Ethical Principles Honesty and Integrity Fairness of commercial practices Data confidentiality Professional behaviour Professional skills and added value Social respect Environmental care Ethics and code of conduct objectives
This code allows Synorr to share its ethical principles with agents, business partners & third parties. The purpose is to raise awareness about ethical values and make sure that business practices are always ethical. We ask Synorr agents, business partners & third parties to comply with the group's ethical and organisational values and uphold these through their own behaviour and decision-making when working with Synorr entities. This document further explains the 7 Ethical Principles shared across with our agents, business partners & third parties. We request your company to apply those principles so that we can do business together. Agents, business partners & third parties engaging in unethical or illegal behaviour when making business linked to Synorr will be subject to termination. Synorr will refer cases to government authorities when appropriate. 7 Ethical Principles
Synorr agents, business partners & third parties must adhere to the highest standards of ethical conduct at all times. Synorr 7 Ethical Principles are:
Honesty and Integrity Fairness of commercial practices Data confidentiality Professional behaviour Professional skills and added value Social respect Environmental care Those principles are defined to guide the way we do business together.
1. Honesty and Integrity
Compliance with rules and regulations Agents, business partners & third parties must be aware of the rules and regulations applicable and make sure to comply with them. This is to avoid financial penalties or criminal prosecutions and to maintain our reputation. It is sometimes a challenge to understand the local laws and how the laws of the United States or Europe may extend to our operations. However, there is no excuse not to comply with them. Honesty, Integrity, and Loyalty in the day to day operations and in the means to conduct business Beyond simply obeying the law, we also ask each agent, business partners & third parties to conduct business with honesty, integrity, and loyalty. Honesty must be a focus in all our business affairs. Information provided to our business partners or shared by them must always be truthful and never misleading. 2. Fairness of commercial practices
Corruption, bribery, money laundering, embezzlement strictly prohibited Any improper payment to gain an advantage in any situation is never acceptable, whatever the context of the geographic area. Synorr must comply with the FCPA (Foreign Corrupt Practice Act) which highlight the following main rules applicable to all employees and to partners of Synorr (including agents, business partners & third parties): It is strictly prohibited to authorise, offer or provide anything of value (cash, cash equivalents, gifts, charitable contributions, grants, sponsorship, trips, investments, entertainment, accommodations, commitments to invest in businesses that are unrelated to the agreement with a third party, and anything else of tangible or intangible value) to a Foreign or National Government Official for the purpose of obtaining or retaining business, securing a business advantage, or redirecting business to anyone; No cash payments should be made to any Foreign or National Government Official; Any payment, gift, or benefit is given to a private person (non-government official), directly or indirectly, must be reasonable and customary, not lavish or excessive; Corruption, bribery, money laundering, embezzlement, unlawful or improper means to conduct business, securing improper advantage are strictly prohibited. In case of any doubt on the adequacy of business practice, employees are requested to address the issue to the hierarchy and/or Top Management. Further to these rules, the company has a Gifts and Entertainment Policy that provides guidelines to Synorr Employees for the business-related gifts and entertainment given or received by our company and those acting on its behalf. In no circumstances, our agents, business partners & third parties must be used to make gifts on behalf of Synorr subsidiaries. On the other hand, Synorr employees are requested not accepting gifts or favours from business partners/ third parties except business meals paid by the business partner (as long as the business partner is present during the meal and that the meals are not frequent), accept invitations to partners seminars or events, except demo products provided without charges by vendors and accept gifts with a value lower than 50 dollars received only once a year and related to a very particular event (end of year chocolates or bottle of wine for example). Our agents, business partners & third parties must never be used to change a gift to something that appears to be a service. Declaration of any potential conflict of interests to the hierarchy A conflict of interest appears when your personal interest or one of our employees may drive to make a decision that is not in the best interest of the company. It is required to alert Synorr in case there is any doubt on a potential conflict of interest or on the potential appearance of a conflict of interest. Commercial documents to be made with the highest ethical standards It is never acceptable to make any false, inaccurate or misleading commercial documents or business documents. Commercial documents (such as invoices, delivery notes, credit notes, purchase orders…) must be made with the highest ethical standards. The products or services sold must be described on the invoices and the description must be in line with the items shipped or the real service rendered by agents, business partners & third parties. Synorr can sell only items for which the company is a “certified distributor” or has an agreement with the vendor. Compliance with Import and Export regulations We do have international trading activities that are subject to regulatory restrictions. Specific authorisations from local or US authorities may be requested before importing or exporting goods (tangible or intangible). Agents, business partners or third parties used for importing or exporting products distributed by Synorr are responsible for complying with all international trade control laws (ITC) and with any export/import regulations applicable to the transaction. 3. Data confidentiality
No unauthorised disclosure of confidential information Agents, business partners & third parties must work safeguarding Synorr intellectual property and confidential information that they may receive for business purposes (for example financial results, plans, pricing, customer or supplier information or lists, sales figures, strategic information, any information that is private to our company). 4. Professional behaviour
Awareness of clients and vendors expectations We invest in having long term relationships with our clients and vendors. We value those relationships and always want to keep on top of their expectations and to meet all our commitments. Our agents, business partners & third parties are invited to work with the same values. Fraud or any business crime strictly prohibited Agents, business partners & third parties commit to doing business with the highest integrity. 5. Professional skills and added value
It is our agents, business partners & third parties’ commitment and duty to provide high-quality service and added value. 6. Social respect
Respect of people Synorr promotes a culture of respect for people in the workplace as well as in the employment process. Synorr forbids harassment in any form, intimidation or offensive work environment and expects the same from its agents, business partners & third parties. Promotion of cultural differences Synorr is an international company and one of our strengths is being multinational. We strive to create an international environment and to promote cultural differences. No discrimination of any type is acceptable within the organisation. 7. Environmental care
The products we are distributing are often subject to recycling laws but beyond those laws, it is important to have the end-users sensitised about their recycling duties so that the impact of the products we distribute on the environment is minimised. Agents, business partners & third parties who are in contact with end-users or re-sellers are highly encouraged to raise awareness with them about environmental care.
End User Licence Agreement
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IMPORTANT, PLEASE READ CAREFULLY: THIS END USER LICENSE AGREEMENT “EULA” IS A LEGAL AGREEMENT BETWEEN YOU (AS AN INDIVIDUAL OR ENTITY, “YOU” THE “CUSTOMER”) AND Synorr (“Synorr”), FOR PRODUCTS AND SERVICES, WHICH MAY INCLUDE COMPUTER SOFTWARE AND ASSOCIATED DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR OTHERWISE USING THE SOFTWARE OR RECEIVING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE OR SERVICES.
1.0 License Grant. This EULA grants you, the user, a non-exclusive, non-transferable license to use the Software, in object code for your internal business purposes (and not for managing third party data unless the product you have licensed expressly permits you to) under the terms and conditions stated herein. The Software is to be installed, used, and deployed in accordance with the specific license you purchased, a description of the license can be found at https://www.synorr.com/licensing-policy.html (“Licensing Policy”). This EULA and the Licensing Policy can be updated from time to time, in Synorr’s sole discretion and will be made available at www.synorr.com.
2.0 Permissible Use. You may use the Software for the number of licenses or capacity that you have purchased. You are permitted to make copies of the Software and documentation for your own use in accordance to EULA and Licensing Policy. Any copies or partial copies of Software and documentation that you make must incorporate all patent, copyright and trademark notices.
3.0 Prohibited Use. You may not (a) process third party data (as a service provider), provide commercial hosting services, sell, sublicense, rent or lease the Software to another party without purchasing the specific Synorr license to do so, (b) decompile, disassemble, reverse engineer or modify in any manner, any of the Software (except to the extent such prohibition is expressly prohibited by law), (c) use the Software in violation of any applicable laws or regulations, or (d) make available the Software or your license file on any type of public sharing website or forums. The restrictions on using the Software to process the data of third parties, provide commercial hosting services, sublicense, rent or lease the Software does not apply to those participants of the Synorr Cloud & Service Provider Program ("VCSP Program"), granted the rental license to use the Software under the terms of the VCSP Program. You agree that you may not disclose, transfer or otherwise make available the results of any performance or functionality tests of the Software, to any third party without the prior written consent of Synorr.
4.0 Evaluation and “Not for Resale” Licenses. Software may be provided to you for beta, demonstration, test or evaluation purposes, or is labeled as “Not for Resale” (“NFR”). The license granted under an Evaluation, Beta or NFR license shall be for a term of thirty (30) days (the “Evaluation Period”) unless otherwise provided by Synorr, limited specifically for evaluation or demonstration purposes only. You agree not to use the Software under an Evaluation License in a production environment or for production data processing purposes and your use of a Beta or Evaluation License Software is at your sole risk to backup data. There is no obligation to support, maintain or provide any assistance regarding any of these licenses. In no event will Synorr be liable for any damages for any claim or cause for any direct, actual, indirect damages, loss of data, consequential, incidental or special indirect damages, even if Synorr has been advised of the possibility of such damages.
5.0 Free Licenses and Community Licenses. Free and Community License products can be used in your own production environment in accordance with the terms and conditions of this Agreement. You may not use the Free and Community Licenses to provide services to third parties (including support services for existing installations) or to process third party data. These versions can be used without additional purchase and can be upgraded to paying versions of the products to unlock additional functionality and features. There is no obligation to support, maintain or provide any assistance regarding any of these licenses. In no event will Synorr be liable for any damages for any claim or cause for any direct, actual, indirect damages, loss of data, consequential, incidental or special indirect damages, even if Synorr has been advised of the possibility of such damages.
6.0 Maintenance and Support (“Maintenance”) for the Software is available in accordance with Licensing policy and Support Policy, which can be found at www.synorr.com/support.html. Maintenance, if it is included in the Software purchased, will commence upon the date your order is processed and the license file is generated. You will receive (a) support for your Software, and (b) any updates, enhancements or improvements that are included or defined in the Maintenance Policies. Software updates cannot be applied to the Software with an expired Maintenance.
7.0 Technical Information Collection. You agree that Synorr may, for business purposes and improving the Software, collect, process and use technical information that is gathered as part of any product maintenance and support services provided to you, and any other technical information you provide to Synorr, provided that such information does not identify You, a specific individual, or contain any personally identifiable information. By providing technical data and information to Synorr, you consent to Synorr's storage and processing of such technical information for purposes of providing Software and support to you.
8.0 Technical Reporting and Logs. The Software has the capability to provide certain reports and survey information, including the generation and collection of geolocation data, regarding its use to Synorr. This data collection is turned OFF by default and must be enabled by you. You always have the option to enable or disable at any time. Any information collected is deemed confidential and will only be used by Synorr internally to enhance the quality of the Software.
9.0 Personal Information. In the event you provide personal information to Synorr as part of your purchase and use of the Software, or for obtaining Maintenance, your personal information will be used, stored and processed in accordance with the Synorr Privacy Policy, which can be found at https://www.synorr.com/privacy-policy.html. You can always update your preferences by visiting the Synorr customer portal.
10.0 Capacity Limitations in Software. For certain Software, your use of the Software may be limited by the capacity purchased. In the event you exceed the purchased capacity, the Software may not process additional workloads beyond the maximum capacity until you purchase additional capacity.
11.0 Intellectual Property Rights. All right, title and interest to the intellectual property rights in and to the Software, and any copies that you are permitted to make, are owned by Synorr and / or its licensors and is protected by United Kingdom, United States and other country patent, copyright, trade secret and other laws and international treaties. Such licensors, in addition to any other rights or remedies available to them, are third party beneficiaries of this EULA for their respective software. This Software is LICENSED, NOT SOLD. The purchase of the Software license (perpetual or subscription), is non-returnable and non-refundable. The Software is protected by patents, and certain trademarks and logos used in the software are protected by trademarks. A list of patents and trademarks can be found at https://www.synorr.com/synorr-patents-and-registered-trademarks.html.
12.0 Audit. During the term of this Agreement and for a period of one year thereafter, Synorr may, during normal business hours and upon reasonable prior notice to End User, inspect the files, computer processors, equipment and facilities of End User to verify End User's compliance with this EULA.
13.0 Open Source and Third Party Software. “Open Source” means various open source software components licensed under the terms of applicable open source license agreements included in the materials relating to such software. Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. A current list of Open Source Software and third party software components used by Synorr can be found at http://www.synorr.com/eula-oss.html.
14.0 Synorr Community Forums. Any information that you post on the Synorr Community Forums is deemed non-confidential to you. Synorr has no obligation to manage or protect any information (confidential or personal) that you disclose on the Synorr Community Forums.
15.0 Limited Warranty and Limitation of Liability. Synorr warrants that it has the right and authority to grant the License under this EULA. Synorr will defend or, at its option, settle any action against End User based upon a claim that its use of the Software infringes any patent, copyright or other intellectual property right of a third party, and will indemnify End User against any amounts awarded against End User as a result of the claim, provided Synorr is promptly notified of the assertion of the claim and has control of its defence or settlement. Synorr warrants that the Software, in its unmodified form as initially delivered or made available to End User, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to End User. This warranty does not apply to Licenses under sections 4.0 and 5.0. In the event the Software fails in a material respect to operate in accordance with the Documentation during the warranty period and Synorr is unable to correct the defect, Synorr's sole and exclusive liability and End User’s sole and exclusive remedy shall be a refund of the License fee, if any, paid by End User for the Software. In the event a reported problem with the Software is End User’s fault, End User agrees to reimburse Synorr for its correction efforts in accordance with its then standard rates. The foregoing limited warranty will not apply if failure of the Software is the result of damage or misuse caused by End User. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Synorr OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY Synorr DISTRIBUTORS OR RESELLERS, SHALL CREATE ANY WARRANTY IN ADDITION TO, OR IN ANY WAY INCREASE THE SCOPE OF, THE LIMITED WARRANTY. In no event will Synorr, its affiliates, resellers, or distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.
16.0 General. This Agreement sets forth Synorr's entire obligation and End User’s exclusive rights with respect to the Software and, except to the extent otherwise specifically provided in a purchase order or other written communication or advertising signed or jointly issued by both parties with respect to the Software, supersedes any conflicting terms of any purchase order and any other communication or advertising with respect to the Software. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. This EULA will be governed by the laws of United Kingdom, without regard to its choice of law principles. You agree that exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA resides in the Courts of London, United Kingdom This Agreement and the underlying licenses may not be assigned without completely removing the software installation from the assignor, notifying and providing Synorr with the assignee contact information (for support purposes), and is subject to the assignee agreeing to and complying with the terms and conditions of this Agreement and the Licensing Policy.
For more information, contact legal@synorr.com.
