General Terms and conditions
GENERAL TERMS AND CONDITIONS FOR SYNKZONE, FILE SYNCHRONISATION AND STORAGE SERVICES 1 JAN 2019
This agreement is entered into between Synkzone AB (reg. no. 556760-3583), hereinafter referred to as “Synkzone”, and the Customer. This agreement governs the software provided by Synkzone for synchronisation and storage services. This agreement supplements the commercial agreement executed between Synkzone and the Customer. Furthermore, all software is covered by software licenses. Software and services may be used pursuant to these agreements for such time as all agreements are in force. Software and services may not be used upon the termination of any agreement. By using the software, the Customer is deemed to accept agreements and is obliged to comply therewith as well as with appurtenant licence terms and conditions. In the event the Customer uses the service on behalf of any other legal entity, the Customer is obliged to enter into this agreement with Synkzone on behalf of the other party or, if such party is already bound by this agreement, to comply therewith. If the Customer is precluded from entering into such agreements, for whatever reason, the Customer shall not be entitled to enter into this agreement and thus may not use the service.
The service and the software may not, under any circumstances, be used if the Customer has not accepted these terms and conditions.
Unless otherwise stated in the commercial agreement, charges are payable in accordance with the pricelist in force from time to time for the agreed services and shall be paid in advance for a relevant period. Changes to charges enter into force commencing the immediately subsequent term of agreement. In the event of an increase in charges, the Customer is entitled to give written notice of termination of the agreement within not later than one month. In the event the Customer is unable to use an ordered service due to circumstances attributable to the Customer or circumstances beyond Synkzone’s control, such fact shall not discharge the Customer from an obligation to pay applicable charges.
In the event of late payment, Synkzone is entitled to charge penalty interest on arrears at a rate of 1% per month and, where appropriate, debt collection charges. In the event of the Customer’s delay in payment, wholly or partially, after a period of time stated in a reminder, Synkzone shall be entitled to shut off the service with immediate effect until full payment has taken place. However, Synkzone shall also be entitled, in the event of non-payment, to commence deletion of the Customer’s data. A fee of SEK 60/reminder is charged in respect of reminders. Invoicing fees shall be charged in accordance with the applicable pricelist.
Any additional services ordered, and which are not expressly governed by any other commercial agreement shall be charged in accordance with Synkzone’s pricelist in force from time to time or as specifically agreed in the commercial agreement.
3. TERM OF AGREEMENT
Unless otherwise agreed, the agreement is for a term of 12 months. The agreement is renewed automatically each year. Notice of termination may take place from the same email address as registered for the account, or be in writing, and must have been received not later than one month prior to the expiry of the term of agreement.
4. THE CUSTOMER’S RESPONSIBILITY
The Customer is responsible for the possible exposure and sharing of content stored in the service, internally within the Customer, to another party, and publicly. This responsibility entails ensuring compliance with legislation in force in Sweden and in the countries in which the client is used. The Customer should, in particular, be conversant with legislation concerning: storage of personal data (General Data Protection Regulation, GDPR), intellectual property law issues, hate crimes, trade secrets, information classified as sensitive or confidential (e.g. concerning national security), other criminal file sharing or encouragement thereof. In some countries, there may also be restrictions limiting exports for use of software with strong encryption.
The Customer is responsible for ensuring compliance with these terms and conditions by any third-party afforded an afforded an opportunity to use the service. It is the Customer’s responsibility to ensure that persons/cooperation partners/organisations that are afforded the possibility to use the service are aware of, and bound by, this agreement and related licence terms and conditions as well as other commercial agreements.
The Customer is responsible for any permits necessary for disseminating, receiving or storing information. It is incumbent on the Customer to ensure compliance with all agreements and statutes.
Accounts connected to the service are administered by the Customer personally. Accounts are personal and it is the Customer’s responsibility to ensure that each account created can at all times be linked to an individual. Synkzone has no possibility to access data or user accounts. All accounts are protected by passwords; it is the Customer’s responsibility to store and treat passwords in such a manner that no unauthorised parties can learn them and that no unauthorised persons can otherwise use the service.
The Customer may restore/change passwords for user accounts. However, it is of the utmost importance that the Customer observes particularly exacting discipline regarding the administrator account. Details of the administrator account must be protected by the Customer so that there is no risk of loss of password. The Customer must ensure that all passwords are structured to provide sufficient protection for the information stored on the Customer’s account.
6. SYNKZONE’S RESPONSIBILITY
Synkzone endeavours to operate a high-quality service with satisfied customers. To achieve this, Synkzone must sometimes carry out maintenance or changes to the service. Synkzone is entitled to take measures that affect the functioning of the service if such are required for technical, maintenance or operational reasons. Such works shall always be performed promptly and in such a manner as to minimise disruptions. Compensation shall under no circumstances be paid for indirect loss, e.g. loss of revenue, loss production or business sales, obstacles to the performance of obligations to third parties or non-realisation of the benefit of the agreement. In the event Synkzone is clearly deficient in performance of its obligations, the Customer shall be entitled to prematurely terminate the agreement.
Synkzone provides no warranty that services or software meet the Customer’s needs or that they can be used without disruption or error.
Synkzone is entitled, in connection with error reports or support matters concerning the service, to compile information about the Customer’s computers, hardware, operating systems, programs, etc. and is entitled to obtain such other necessary information as may be required to address the error report or support matter. The Customer hereby approves that Synkzone may compile information as stated above. Synkzone is not entitled to use information concerning the Customer which is compiled in accordance with the provisions above for any purpose other than dealing with error reports or support matters. Synkzone undertakes to treat such compiled information in confidence.
7. MODIFICATION OF SERVICE
Synkzone reserves the right to undertake modifications to the service with respect to structure, scope and function. Synkzone is required, on at least one month’s notice, to notify the Customer of modifications which materially affect an agreed service, if such may be deemed disadvantageous for the Customer. If the modification as stated above is materially disadvantageous for the Customer, the Customer shall be entitled to terminate the agreement in writing during a term of agreement, effective from the date of entry into force of the modification.
Synkzone is also entitled to improve the service by updating the software. Unless otherwise stated, new versions of software are delivered on executed licence terms and conditions.
8. IMPROPER USE
The Customer may not use the service in a detrimental manner or with the aim of damaging the service or causing inconvenience to Synkzone or any other party. The Customer may not, in any way, attempt to damage the service through deliberate overloading or similar actions, or otherwise attempt to use the service in a manifestly incorrect manner.
The Customer is also not entitled to sell, lease, lend, transfer or redistribute the service in any form.
The Customer may not attempt to access Synkzone’s services and resources other than through normal use of the provided interfaces (e.g., client, websites, apps or suchlike).
Under no circumstances may the Customer, directly itself or through any third party, attempt to modify the client, reverse engineer, extract, analyse and/or exploit internal protocols, in any manner access source codes/protocols/transferred data, libraries, repackage or use as libraries or resources in any other project. The Customer is not entitled, in any event, to endeavour to obtain unauthorised access to any of Synkzone’s resources or information.
Synkzone shall not be liable in damages in cases where an unauthorised party infringes the Customer’s or Synkzone’s data resources and acquires access to, destroys or distorts information.
The Customer may not use the service in any manner which may lead to personal injury or property damage in the event of non-functioning of, e.g. the operation of nuclear power plants, critical real-time systems, alarm systems, medical-technical systems, weapons systems, transport systems or suchlike.
The Customer may not endeavour to acquire access to other customers’ accounts or in any way attempt to acquire information regarding other accounts, files or use of the system.
The Customer may not use the service in order to achieve large scale distribution of content (e.g. distribute content to websites, distribute video or similar).
The Customer may not use the service to commit any copyright offence, engage in terrorism, ethnic hatred, slander, incitement, unlawful depictions of violence, hate crimes, child pornography, criminal activities or other extreme or unacceptable acts.
Synkzone shall decide whether a Customer is using the system incorrectly. In the event of improper use, Synkzone is entitled to shut off the service immediately and terminate the agreement.
9. GROUNDS FOR TERMINATION
In addition to the above provisions regarding improper network use, Synkzone is entitled to terminate the agreement in writing with immediate effect in the event of a material breach of contract by the Customer or where the Customer has exploited the service for an unlawful activity and has failed to effect rectification following receipt of a demand therefor from Synkzone. Synkzone is also entitled to terminate the agreement with immediate effect in the event the Customer has suspended its payments, commenced composition negotiations, entered into liquidation, entered into bankruptcy or shows other clear signs of insolvency or has committed a criminal offence through use of the service.
10. TERMINATION OF THE AGREEMENT
Upon termination of the agreement, all rights of the Customer to use the service shall also terminate. Paid periodic charges shall be refunded insofar as such relate to the period after termination of the agreement, provided the outstanding period exceeds three (3) months. No refund shall take place where termination of the agreement is due to the Customer’s breach of contract. Upon termination of the agreement, Synkzone shall be entitled to delete the Customer’s data that is available on services and servers provided by Synkzone. In the event Synkzone provides hardware which you, as Customer, use in your own premises, such must be returned immediately to Synkzone. A separate charge may be made for any hardware which is not returned.
11. FORCE MAJEURE
A party shall be discharged from payment of damages and other sanctions where performance of a particular obligation is prevented or materially obstructed due to circumstances beyond a party’s reasonable control or which the party could not reasonably foresee. Force majeure circumstances shall, inter alia, be deemed to include industrial conflicts, lightning, fire, water damage, terrorist offences, war, cyber-attacks, public authority intervention in server halls, public authority provisions or other public regulation, errors in networks of other operators, general shortages of transport, goods or power, or other similar circumstances.
The agreement and appurtenant services may only be assigned following written consent from Synkzone.
The rights to use provided software are governed by the appurtenant software license. In order to use the software, the user and the Customer must accept the license terms and conditions and this agreement. Upon termination of the agreement, the right to use the software will terminate, and it must be immediately uninstalled.
14. THIRD-PARTY CLAIMS IN DAMAGES
Insofar as permitted by law, the Customer shall defend Synkzone against all costs, losses, damage or other liability related to third-party claims or claims derived from any content provided by the Customer, or the Customer’s use of the Service in violation of the terms and conditions of the agreement, governing law or other rights. The Customer shall also be liable to Synkzone in respect of the use of the Service by third parties through the Customer. Synkzone will, to a reasonable extent, notify the Customer when such claims or demands from third parties are brought against the Customer.
Synkzone’s products are based on the concept that you, as Customer, shall determine who has access to your files both physically (location) and who shall be able to read the content in clear text. Synkzone can see the number of files, file sizes, names of zones and names of users. All such information will be treated confidentially.
As Customer, if you so wish you may sometimes obtain access to new functions for testing and evaluation. All such testing and results thereof shall be regarded as confidential and may not be disclosed to any party other than Synkzone.
16. AMENDMENT OF TERMS AND CONDITIONS
Unless otherwise agreed, these general terms and conditions shall apply until further notice. Amendments to terms and conditions shall be notified at least one month in advance. Where any amendment in accordance with the aforesaid is materially disadvantageous to the Customer, the Customer shall be entitled to terminate the agreement in writing during a current term of agreement, effective from the date of entry into force of the amendment.