Terms and conditions – BridgeSync

1.1 BridgeSync: BridgeSync, Ben Essingstraat 15, 1695 CV Blokker, North Holland, The Netherlands. Chamber of Commerce (KvK): 73844004. VAT number: NL002203659B53. ("BridgeSync").

1.2 Customer: Any individual or entity that purchases, registers for, installs, accesses, or uses the Services and agrees to these Terms and Conditions.

1.3 Services: BridgeSync provides a wide range of products and services, including WordPress plugins, SaaS applications, APIs, web applications, downloadable software, documentation, and support.

1.4 Agreement: The license and/or service agreement between BridgeSync and the Customer, which authorizes the Customer to use the Services. These Terms and Conditions constitute an integral part of the Agreement and should be reviewed and understood prior to acceptance.

1.5 Third-Party Platforms: The following external platforms and systems will be integrated with the Services: e-commerce marketplaces, payment gateways, logistics carriers, and accounting and tax systems. Their availability and performance are subject to third-party control.

1.6 Website: This includes any website operated by BridgeSync, including subdomains and documentation portals.

1.7 Parties: BridgeSync and the Customer.

1.8 In writing: This term encompasses both physical correspondence and electronic mail, provided the sender's identity and the integrity of the content can be reasonably verified. Communications sent to or from designated email addresses are considered written communication.

2.1 These Terms apply to all offers, orders, licenses, subscriptions, agreements, and other legal relationships between BridgeSync and the Customer concerning the Services. By purchasing, subscribing to, installing, accessing, or using the Services, the Customer accepts these Terms.

2.2 Customer purchasing, delivery, or other terms do not apply unless BridgeSync agrees in writing in advance. Any changes or additions are only binding if in writing and signed by both parties.

2.3 If any provision of the Agreement is deemed unenforceable, the remaining provisions shall remain in effect. The Parties will agree on a replacement provision that closely reflects the original intent.

2.4 BridgeSync may demand full compliance at any time. No waiver: failure to enforce any provision does not constitute a waiver.

2.5 If there's a clash between these Terms and the Agreement, the specific provisions agreed in writing in the Agreement take precedence.

2.6 BridgeSync reserves the right to amend these Terms in accordance with Article 10. Continued use of the Services after the effective date of revised Terms constitutes acceptance of those changes by the Customer.

2.7 These Terms are exclusively for B2B use. Where mandatory consumer protection applies, those protections prevail.

2.8 The original Dutch version of these Terms prevails over translations. In the event of discrepancies, the Dutch version prevails.

3.1 Grant: BridgeSync grants the Customer the right to use the Services, contingent upon timely payment. The Services may not be transferred or used for purposes other than those expressly agreed upon.

3.2 Scope and seats: Unless we've agreed otherwise in writing, licenses/subscriptions are limited to the agreed number of sites, users, environments, or other usage metrics documented at purchase or in the Customer dashboard.

3.3 Conditions of use: The Customer must remit all applicable fees and adhere to the installation, configuration, and onboarding instructions to initiate use of the Services.

3.4 Acceptable use: The Customer is prohibited from: using the Services unlawfully; circumventing technical protections or license verification; sharing license keys or credentials with unauthorized parties; probing, scanning, or testing vulnerabilities without prior written consent; interfering with or disrupting the Services or integrated third-party platforms; or using the Services to process unlawful content or infringe upon third-party rights.

3.5 Modifications and reverse engineering: Except where required by mandatory law, the Customer is strictly prohibited from modifying, translating, decompiling, disassembling, reverse engineering, creating derivative works from, or otherwise attempting to access the source code. Requests for interoperability information must be submitted to BridgeSync in writing.

3.6 Backups: You must keep your own data, configurations, and backups safe in your environment(s). BridgeSync is not responsible for customer-side backup policies, unless we have explicitly agreed otherwise in writing.

3.7 License validation: BridgeSync may periodically integrate with external services and software for license validation purposes.

3.8 Reservation of rights: BridgeSync reserves all rights not explicitly stated here.

4.1 Environment: It is the customer's responsibility to ensure they have a suitable, secure, and up-to-date IT environment (e.g., WordPress/PHP, hosting, database, browsers, and stable internet connectivity) and any third-party platform accounts needed for integrations.

4.2 Compatibility: BridgeSync guarantees that its services work with the latest versions of the platforms they are compatible with. BridgeSync strongly advises customers to ensure they are using the supported versions of software.

4.3 Installation and onboarding: BridgeSync supplies comprehensive documentation and installation tools to facilitate setup. The Customer is responsible for ensuring correct setup and configuration within their environment.

4.4 Support: Customers with an active subscription or license are eligible for technical support via email at compliance@bridgesync.io for installation, configuration, usage inquiries, and troubleshooting. Support is limited to currently supported versions.

4.5 Best efforts: BridgeSync will investigate reported issues with the Services and may provide a fix, update, or workaround. Resolution is not guaranteed.

4.6 Maintenance windows: BridgeSync can perform scheduled or emergency maintenance. We will schedule planned work to minimise disruption.

4.7 Caching and fallback: The Services utilize caching, queuing, and fallback mechanisms to enhance reliability. Certain changes may take time to become effective.

5.1 Prices and invoicing: BridgeSync determines the applicable fees, which are disclosed at the time of purchase. Prices are denominated in euros and exclude VAT and other taxes unless otherwise specified. Electronic invoicing is available upon request.

5.2 Payment terms: Invoices are due within 14 days unless we agree otherwise. Bank details: IBAN NL73 KNAB 0502 6079 71, account holder: BridgeSync.

5.3 Late payment: Failure to remit payment by the due date constitutes default. BridgeSync may suspend access until payment is received and may impose statutory (commercial) interest and reasonable collection costs.

5.4 No set-off or suspension: Customers are not permitted to withhold or suspend payments due to suspected issues, except where explicitly agreed in writing by BridgeSync.

5.5 Price changes: BridgeSync may adjust subscription prices periodically. In the event of a price increase, BridgeSync will provide at least 30 days' notice prior to the commencement of the new billing period.

5.6 Trials and refunds: If a free trial is provided, charges will apply upon its conclusion unless the Customer cancels within the specified period. As the Services are business-oriented and delivered digitally, paid fees are non-refundable unless explicitly stated in writing.

5.7 Taxes: The customer is responsible for any taxes, duties, or charges related to the purchase or use of the services.

6.1 Ownership: BridgeSync and the companies that let us use their IP own all the intellectual property rights in and to the Services. This includes software, source code, documentation, designs, trademarks, and know-how.

6.2 Usage restrictions: The Customer is granted only those usage rights expressly stated in these Terms. No additional rights are transferred.

6.3 Confidentiality: Be aware that the Services contain trade secrets and confidential information. The Customer will keep this information confidential and prevent unauthorised disclosure.

6.4 Feedback: BridgeSync may utilize suggestions or feedback provided by the Customer globally without any obligation to provide compensation.

6.5 IP indemnity: BridgeSync is entitled to provide the Services. BridgeSync will protect you if someone claims that you're using the Services in a way that infringes their IP rights, as long as they're notified in writing. To trigger indemnity, the Customer must provide written notice that includes the claim details, the basis for the alleged infringement, and copies of any relevant correspondence. This prompt and detailed notification helps BridgeSync respond effectively and limit risk.

7.1 Compliance: It is clear that parties will adhere to the relevant privacy laws, especially the GDPR (EU 2016/679) and Dutch rules that implement it.

7.2 Controller processing: BridgeSync processes limited personal data for admin, billing, and support, as controller (e.g., names, company details, contact data, billing info, correspondence).

7.3 Processor role: If BridgeSync processes personal data on behalf of the Customer within the Services, BridgeSync is the processor and the Customer is the controller for that processing.

7.4 Data Processing Agreement (DPA): BridgeSync processes data in accordance with a data processing agreement (DPA). In the absence of a signed DPA, this Article serves as a summary. BridgeSync processes personal data only upon written instructions from the Customer and implements appropriate technical and organizational measures. Assistance with data subject requests is provided where feasible.

7.5 Customer responsibilities: The Customer asserts their right to process and share any personal data within or via the Services, and they are committed to informing their data subjects of their legal obligations.

7.6 Retention: Customer data is always kept in the Customer folder.

7.7 Security: BridgeSync implements advanced and up-to-date security measures appropriate to the risk. The Customer is responsible for maintaining the security of their own environment, including access control, system updates, and backups.

7.8 Incidents: Suspected personal data breaches related to the Services should be reported promptly to compliance@bridgesync.io so that appropriate measures can be taken.

7.9 Sub-processors: BridgeSync may use sub-processors, but we guarantee they will be just as strict about data protection as we are.

7.10 Indemnification: The customer guarantees they will pay BridgeSync back if they have to pay any fines or claims that result from the customer.

8.1 Best efforts: BridgeSync will exercise due care in providing the Services. Given the complexity of software-based systems, uninterrupted or error-free operation cannot be guaranteed.

8.2 Functional scope: The Services provide the functionalities described in the documentation. BridgeSync will only guarantee that it'll work for a particular purpose if we've agreed to that in writing.

8.3 Solutions: BridgeSync will address significant issues with the Services by providing a remedy, replacement, or workaround as appropriate.

8.4 Exclusion of implied warranties: To the extent permitted by law, all implied warranties or conditions are disclaimed. The Services are provided on an "as is" basis.

8.5 Indirect loss: BridgeSync will not be held responsible for any indirect or consequential damages (like loss of profit, revenue, savings, customers, data, or business).

8.6 Specific exclusions: BridgeSync is not liable for issues arising from misuse, third-party systems, incorrect configuration or data errors, Customer modifications, force majeure, or external factors.

8.7 Force majeure: Events outside BridgeSync's reasonable control (force majeure).

8.8 Liability cap: BridgeSync will only be liable for the amount paid by the Customer to BridgeSync for the Services in the 12 months before the event (excluding VAT).

8.9 Exceptions: The above limitations do not apply to damages resulting from BridgeSync acting deliberately or recklessly, or where limitation is prohibited by law.

8.10 Claims: The Customer must provide written notice to BridgeSync within sixty (60) days of discovery, including all relevant details. Failure to do so will result in forfeiture of the claim.

8.11 Mitigation: The customer must mitigate damages. BridgeSync will repair or limit any damage, and the customer must cooperate.

9.1 Term: The Agreement starts when it's agreed and continues for the agreed term. If no term is specified, the initial term will be one (1) year.

9.2 Renewal: Agreements are automatically renewed for the same length of time as the first term. They can only be ended as outlined in Article 9.3.

9.3 Termination at period end: Either Party may terminate the Agreement in writing by providing at least one month's notice.

9.4 Early termination: Early termination is permitted only if specified in these Terms or agreed in writing. BridgeSync may terminate the Agreement immediately in the event of a material breach, insolvency, or comparable circumstances.

9.5 Consequences: Upon termination, the Customer's right to use the Services ceases immediately. All copies of the software must be deleted without delay.

9.6 Data export: The Customer must export or keep any necessary data from their own systems or third-party platforms before termination. BridgeSync does not have any data retention obligations after termination unless the law says it does or we agree in writing.

9.7 Survival: Provisions intended to remain effective after termination, including confidentiality, intellectual property rights, liability, and dispute resolution, shall continue in force.

9.8 Refunds: Except as provided in Articles 8 or 10, no refunds will be issued for payments already made.

10.1 Updates: BridgeSync will provide updates and upgrades to improve functionality, security, and compatibility. As a subscriber or license holder, you are entitled to the latest updates.

10.2 Compatibility: In the event of compatibility issues arising from changes, BridgeSync will address and resolve them in a timely manner.

10.3 Legacy versions: BridgeSync will provide at least three months' notice prior to discontinuing support for an older version and will facilitate a smooth transition.

10.4 Feature changes: BridgeSync reserves the right to add, modify, deprecate, or remove features. Core functionality will not be removed without substantial justification.

10.5 Terms changes: BridgeSync reserves the right to change these Terms, and will notify the Customer at least 30 days in advance, unless a shorter period is required due to legal or urgent security reasons.

10.6 Discontinuation: BridgeSync may discontinue a service for business or technical reasons, providing at least three months' notice to the Customer.

11.1 Procedure: BridgeSync has a complaints procedure in place. If you have a complaint, contact BridgeSync first.

11.2 Handling complaints: Complaints should be submitted in writing or by email using the contact details provided below, including a detailed description of the issue. BridgeSync will acknowledge receipt within five working days and provide a full response within fourteen working days. If additional time is required, the Customer will be informed of the expected response timeframe.

12.1 Law: Anything legally related between BridgeSync and the Customer is covered by the laws of the Netherlands. The UN Convention on Contracts for the International Sale of Goods (CISG, 1980) does not apply here.

12.2 Mandatory law: Dutch law is an option that doesn't affect the customer's mandatory protections.

12.3 Forum: Unless there's a law that says otherwise, any disputes must be sent straight to the court in the Netherlands, the Noord-Holland district (that's the Rechtbank Noord-Holland).

12.4 Mediation: Prior to initiating legal proceedings, both Parties will make reasonable efforts to resolve disputes amicably and will consider mediation. If no agreement is reached within a reasonable period, either Party may initiate legal action.

12.5 Severability: If any part of the agreement can't be legally enforced, the rest of it still applies. The parties will replace the affected provision with one that closely approximates the original intent.

12.6 Final provision: These Terms have been drafted in Dutch. Translations may be provided for convenience; however, the Dutch version prevails in case of discrepancies.