Terms and Conditions – SyncBox

Last updated: September 15, 2025

These Terms & Conditions (“Agreement”) govern the access to and use of the services (the “Service”) provided by SyncBox B.V., a company registered in the Netherlands (“SyncBox”, “we”, “us”, or “our”). By subscribing to or using the Service, the customer (“Customer” or “you”) agrees to be bound by this Agreement.

1. Definitions

In this Agreement:

• “Subscription” means either a Monthly Subscription or a Yearly Subscription to the Service as selected by the Customer.
• “Monthly Subscription” means a subscription term that recurs every month.
• “Yearly Subscription” means a subscription term that recurs every year.
• “Term” means the period during which this Agreement is in force for a given Subscription (e.g., a month or a year).
• “Renewal” means the automatic extension of the Subscription for another Term.
• “Effective Date” means the date on which the Customer’s Subscription starts.
• “Fee” means the subscription fee set out in the order or as amended in accordance with this Agreement.

2. Grant of Rights & License

1. Subject to the terms of this Agreement and payment of all Fees, SyncBox grants you a non-exclusive, non-transferable, revocable right to access and use the Service for the duration of the Subscription term.
2. You shall use the Service only for your internal business purposes, in compliance with all applicable laws, and not for any unlawful, abusive, or prohibited use.

3. Fees, Invoicing & Payment

1. Invoicing Schedule
   • For Monthly Subscriptions: SyncBox will invoice Customer monthly in advance.
   • For Yearly Subscriptions: SyncBox will invoice Customer annually in advance.
2. Payment Terms
   • Payments are due within fourteen (14) days of the invoice date, unless otherwise agreed in writing.
   • If any invoice is not paid by the due date, SyncBox may suspend access to the Service until payment is made, without prejudice to any other rights.
3. Price Changes
   • SyncBox reserves the right to change the Fees for renewals, provided that we notify you in writing at least thirty (30) days before the new Fees become effective.

4. Subscription Term, Renewal, and Termination

1. Term
   • A Monthly Subscription Term begins on the Effective Date and continues for one (1) month, and thereafter renews automatically for successive one-month Terms.
   • A Yearly Subscription Term begins on the Effective Date and continues for one (1) year, and thereafter renews automatically for successive one-year Terms.
2. Automatic Renewal
   • Unless terminated in accordance with this Agreement, each Subscription will automatically renew at the end of the current Term for another Term of the same type (monthly or yearly) unless either party gives notice of non-renewal prior to the end of the then-current Term.
3. Termination by Customer
   • You may terminate a Monthly Subscription at any time. Termination will become effective at the end of the then-current monthly Term. You will remain responsible for Fees through that Term.
   • You may terminate a Yearly Subscription at any time. Termination will become effective at the end of the then-current yearly Term. You will remain responsible for Fees through that Term.
4. Termination by SyncBox
   • SyncBox may terminate or suspend the Service immediately upon written notice if you (a) fail to pay any Fees when due and remain in default for more than fourteen (14) days after receipt of written notice; or (b) materially breach this Agreement and fail to cure within thirty (30) days after written notice.
5. Effects of Termination
   • Upon termination, all rights granted to you under this Agreement will cease.
   • You shall cease use of the Service.
   • Any amounts owed under this Agreement shall become immediately due and payable.

5. Warranties & Disclaimers

1. Disclaimer of Warranties
   • The Service is provided “as is” and “as available.” SyncBox expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability.
2. No Guarantee of Specific Results
   • SyncBox does not guarantee that the Service will meet all your requirements, that service will be uninterrupted or error-free, or that errors will be corrected in all cases.

6. Limitation of Liability

1. Except as required by applicable mandatory law, in no event shall SyncBox’s total liability for all claims arising out of or relating to this Agreement exceed, in the aggregate, the Fees paid by you to SyncBox under this Agreement in the twelve (12) months preceding the act which gave rise to the claim.
2. In no event will SyncBox be liable for any lost profits, loss of data, loss of goodwill, business interruption, or any indirect, incidental, special, consequential, or punitive damages, whether in contract, tort (including negligence), strict liability, or otherwise, even if SyncBox has been advised of the possibility of such damages.

7. Indemnification

You agree to indemnify, defend and hold harmless SyncBox, its officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• your misuse or unauthorised use of the Service; or
• your violation of any law or the rights of any third party.

8. Confidentiality

1. Each party shall keep confidential all non-public information of the other party disclosed in connection with this Agreement (“Confidential Information”), and shall not disclose such Confidential Information to any third party except as required by law, and only to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations.
2. Confidential Information does not include information which (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to its disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

9. Customer Data & Intellectual Property

1. Ownership of Customer Data
   • All data transmitted through, synchronized by, or otherwise processed via the Service (“Customer Data”) remains the sole property of the Customer.
   • SyncBox does not acquire any rights, title, or interest in Customer Data.
2. Use of Customer Data
   • SyncBox will not access, use, reproduce, adapt, or display Customer Data except (a) as strictly necessary to provide the Service, or (b) where explicitly authorized by the Customer in the context of consultancy services.
   • SyncBox will never use Customer Data for marketing, analytics, or promotional purposes.
3. Operational Data
   • SyncBox may collect and process system logs, metadata, configuration data, and runtime metrics (“Operational Data”) solely for the purposes of operating, monitoring, securing, maintaining, and improving the Service. Operational Data does not include the content of Customer Data flows.
4. Consultancy Services
   • If the Customer engages SyncBox to provide consultancy services (e.g., assistance in building or configuring data flows), SyncBox may, for the duration of such engagement, access and review Customer Data as necessary to perform the agreed services. Such access will be limited to the scope of the consultancy engagement and subject to confidentiality obligations.
5. Intellectual Property
   • All intellectual property rights in the Service, including but not limited to the software, design, technology, documentation, and trademarks, remain the sole property of SyncBox or its licensors.
   • This Agreement does not transfer any intellectual property rights to the Customer, other than the limited rights to access and use the Service as set forth herein.

10. Data Protection & Privacy

1. SyncBox shall comply with applicable data protection laws (including the EU General Data Protection Regulation (GDPR)) in respect of Customer Data.
2. SyncBox’s Privacy Policy sets out how Customer Data is collected, processed, stored, shared, and protected.

11. Data Processing Agreement (DPA)

1. Provision of DPA
   • Where required under GDPR or other applicable data protection laws, SyncBox will enter into a separate Data Processing Agreement (“DPA”) with the Customer.
   • The DPA governs the processing of personal data by SyncBox on behalf of the Customer and forms an integral part of this Agreement.
2. Priority
   • In the event of a conflict between this Agreement and the DPA with respect to the processing of personal data, the provisions of the DPA shall prevail.
3. Availability
   • A standard DPA is available upon request and will be signed prior to the commencement of services involving personal data.

12. Changes to Terms

SyncBox may amend this Agreement at any time. If we make changes that materially affect your rights or obligations, we will provide you with at least thirty (30) days’ prior notice. Continued use of the Service after the effective date of amendments constitutes your acceptance of the revised terms.

13. Force Majeure

Neither party shall be liable for any delay or failure in performance under this Agreement (except for payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, strikes, labor disputes, epidemics, governmental actions, fire, flood, earthquake, or power failures.

14. Governing Law & Dispute Resolution

1. This Agreement is governed by and construed in accordance with the laws of the Netherlands.
2. Any dispute arising under or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the Netherlands, unless otherwise agreed in writing.

15. General Provisions

1. Severability: If any provision of this Agreement is held invalid or unenforceable under applicable law, the remainder of the Agreement remains in full force and effect.
2. Entire Agreement: This Agreement, together with any Order Form or order confirmation and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals.
3. No Waiver: No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.
4. Assignment: You may not assign or transfer your rights under this Agreement without SyncBox’s prior written consent. SyncBox may assign this Agreement (in whole or in part) to any affiliate or in connection with a merger or sale.