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General Terms and Conditions SynAI B.V.

Version: 1.4
Last updated: March 2026

1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set out below:

2. Applicability

  1. These General Terms and Conditions apply to all offers, agreements, and services of Synai, including the use of the Website, the Portal, and all other Services.
  2. Deviations from these terms and conditions are only valid if expressly confirmed in writing by Synai.
  3. The applicability of any purchase or other terms and conditions of the User is expressly rejected.
  4. By using the Website, creating an account, and/or purchasing Services, the User declares to have read and to agree to these terms and conditions.

3. Use at Own Risk

IMPORTANT - READ THIS CAREFULLY:

  1. The use of the Website, the Portal, and all Services of Synai is entirely at the User's own expense and risk.
  2. Synai offers the Website, the Portal, and the Services "as is" and "as available", without any warranty of any kind, express or implied.
  3. The User acknowledges and accepts that:
    • The Services and the Portal may still be under development and may contain errors, bugs, or interruptions;
    • The results of using the Services are not guaranteed;
    • The User is personally responsible for verifying all output and results;
    • Technical failures, data loss, or other problems may occur.
  4. Synai does not guarantee that the Services meet the specific requirements or expectations of the User.
  5. The User bears the full risk for all consequences of using the Services, including but not limited to business decisions based on output from the Services.

4. Account and Access

  1. An account is required to use the Portal. The Website can be visited without an account.
  2. The User is obligated to provide accurate and complete information upon registration.
  3. The User is responsible for keeping login credentials confidential and for all activities that take place under their account.
  4. Synai reserves the right to suspend, restrict, or terminate accounts without stating reasons.
  5. Each User may only create one account, unless otherwise agreed.

5. Use of the Services

  1. The Website, the Portal, and the Services may only be used for the purposes for which they are intended.
  2. It is prohibited to:
    • Use the Website, the Portal, or the Services for illegal purposes;
    • Infringe on the rights of third parties;
    • Upload or distribute harmful code (malware, viruses);
    • Circumvent or disrupt the security of the Website, the Portal, or the Services;
    • Use automated systems without prior written consent;
    • Use the Website, the Portal, or the Services in a manner that may cause damage to Synai or third parties.

6. AI Services - Full Risk with User

IMPORTANT WARNING:

  1. The Portal provides access to Artificial Intelligence (AI) tools and services through external providers.
  2. THE USE OF AI SERVICES IS ENTIRELY AT THE USER'S OWN RISK.
  3. The User is fully and exclusively responsible for:
    • The use of AI services and all generated output;
    • The quality, accuracy, completeness, and lawfulness of all AI-generated content;
    • Verifying all AI output before it is used or applied;
    • Any damage resulting from the use of AI-generated content to themselves or third parties;
    • Compliance with all applicable legislation, including copyright, privacy, and intellectual property rights;
    • All claims from third parties relating to AI-generated content.
  4. Synai is expressly and without exception NOT responsible or liable for:
    • The accuracy, completeness, reliability, or suitability of AI-generated output;
    • Intellectual property infringements arising from the use of AI services;
    • Discriminatory, offensive, harmful, or otherwise unlawful content generated by AI tools;
    • Damage to the User or third parties caused by the use, application, or reliance on AI-generated content;
    • Business damage, reputational damage, lost profits, or other direct or indirect damage from the use of AI services;
    • Errors, incompleteness, hallucinations, or misleading information in AI output;
    • Technical failures or unavailability of AI services.
  5. The User expressly declares to be fully aware of the limitations, risks, and unreliabilities of AI technology and uses it entirely at their own risk.
  6. The User fully indemnifies Synai against all claims, damages, costs, and liabilities arising from the use of AI services through the Portal.
  7. Synai acts solely as an intermediary for AI services from external providers and is in no way a party to or responsible for the content or results of AI requests.

7. Human-in-the-Loop and Escrow of Workflows

7.1 Quality Principle: Human-in-the-Loop

  1. Synai upholds the principle that for all workflows, automations, and AI applications developed or managed by Synai, human oversight ("human-in-the-loop") is always part of the process.
  2. This means that:
    • Critical decisions, output, and results of automated processes are always reviewed, validated, or approved by an authorised person before they are definitively implemented;
    • Synai designs workflows in such a way that human intervention at relevant points in the process is possible and provided for;
    • The User remains responsible for designating authorised persons who perform the human-in-the-loop oversight.
  3. The specific implementation of human-in-the-loop oversight is determined per workflow or project and, where applicable, documented in the corresponding Project Plan.
  4. The human-in-the-loop principle applies as standard, unless expressly agreed otherwise with the Client in the Project Plan. If the Client waives human oversight, the Client bears the full risk for the consequences of fully automated processing.
  5. Synai reserves the right to suspend or modify workflows that do not include adequate human oversight, unless the Client has waived the human-in-the-loop requirement in writing.

7.2 Escrow Arrangement for Workflows

  1. If agreed upon in the Project Plan, an escrow arrangement applies to the delivery of workflows. This means that:
    • Workflows developed by Synai are only released and activated after the Client has reviewed and approved them;
    • During the review period, the workflows are made available in a controlled environment for review and testing by the Client;
    • The Client is given a reasonable period, as specified in the Project Plan, to assess the workflows for correctness, completeness, and conformity with the assignment.
  2. Approval and release:
    • After written or electronic approval by the Client, the workflows are definitively released and put into production;
    • If the Client does not raise any objections within the agreed review period, the workflows are deemed to have been approved;
    • In the event of identified defects, Synai has the right and obligation to adjust the workflows within a reasonable period, after which a new assessment takes place.
  3. Invoicing under escrow:
    • Invoicing of the work related to the workflows takes place after the release of the workflows, unless a different payment arrangement has been agreed upon in the Project Plan;
    • If a workflow is delivered in phases, invoicing may take place per phase after the release of the relevant phase.
  4. The escrow arrangement only applies if this has been explicitly agreed upon in the Project Plan.

8. Intellectual Property

  1. All intellectual property rights relating to the Website, the Portal, and the Services, including but not limited to software, design, logos, and content, vest exclusively in Synai or its licensors.
  2. The User obtains a non-exclusive, non-transferable, revocable right of use for the duration of the agreement.
  3. It is not permitted to copy, reverse-engineer, decompile, create derivative works from, or otherwise exploit (parts of) the Website, the Portal, or the Services without express written consent.
  4. The User retains ownership of content uploaded by them but grants Synai a licence to process this content for the purpose of providing the Services.

9. Fees and Payments

  1. Fees may be charged for the use of the Portal in accordance with the rates applicable at that time.
  2. All stated prices are exclusive of VAT, unless otherwise indicated.
  3. Payments must be made within the specified payment term.
  4. In the event of late payment, the User is in default by operation of law and Synai is entitled to:
    • Charge statutory (commercial) interest;
    • Suspend access to the Portal;
    • Charge collection costs.
  5. Synai reserves the right to change rates with a notice period of 30 days.

10. Project Proposals and Quotations

  1. Project proposals ("Project Plans") may be offered to (potential) clients through the Portal.
  2. A Project Plan constitutes an offer within the meaning of Article 6:217 of the Dutch Civil Code.
  3. Formation of agreement: By accepting a Project Plan through the Portal — by entering their name, ticking the acceptance declaration, and clicking "Accept" — a binding agreement is formed between the client and Synai.
  4. Electronic acceptance: Acceptance through the Portal constitutes an electronic signature within the meaning of the eIDAS Regulation (EU) No. 910/2014. Upon acceptance, the name, IP address, and timestamp are recorded as evidence of acceptance.
  5. Prices: The prices stated in the Project Plan are binding after acceptance, unless there is an obvious error. All prices are exclusive of VAT, unless otherwise stated in the Project Plan.
  6. Validity: A Project Plan is valid until the end date stated in the plan. After this date has passed, the offer expires automatically and can no longer be accepted.
  7. Revised versions: Synai may offer revised versions of a previous Project Plan. A revised version replaces the earlier proposal. Only the most recent version accepted by the client is binding.
  8. Scope: The accepted Project Plan defines the scope of the assignment. Work that falls outside the described scope requires an additional or revised Project Plan.
  9. Recurring costs: If the Project Plan contains recurring costs (such as monthly, quarterly, or annual subscriptions), these apply for an indefinite period with a notice period of one month, unless otherwise agreed in the Project Plan.
  10. Rejection: The client may reject a Project Plan through the Portal. After rejection, no agreement is formed with respect to that Project Plan.
  11. Cancellation after acceptance: After acceptance of a Project Plan, the client cannot unilaterally cancel the agreement, unless otherwise agreed in writing. In the event of early termination by the client, the costs and hours already incurred are payable.

11. Availability and Maintenance

  1. Synai strives for reasonable availability of the Website, the Portal, and the Services, but does not guarantee a specific availability percentage.
  2. Synai reserves the right to take the Website, the Portal, or the Services out of service temporarily or permanently at any time, without prior notice, for maintenance, updates, or other reasons.
  3. Synai is not liable for damage resulting from (temporary) unavailability of the Website, the Portal, or the Services.

12. Termination

  1. The agreement is entered into for an indefinite period, unless otherwise agreed.
  2. Either party may terminate the agreement at any time subject to a notice period of one month.
  3. Synai may terminate the agreement with immediate effect and without any liability in the event of:
    • Any breach of these terms and conditions by the User;
    • Fraudulent, illegal, or inappropriate use of the Website, the Portal, or the Services;
    • Bankruptcy, suspension of payments, or cessation of the User's business;
    • At Synai's sole discretion, without stating reasons.
  4. Upon termination, all rights of the User to use the Portal and the Services expire immediately.
  5. User data will be deleted after termination in accordance with the retention policy; the User is responsible for exporting data prior to termination.

13. Liability - Full Exclusion

READ THIS CAREFULLY:

  1. The liability of Synai is fully excluded to the extent permitted by law.
  2. Synai is not liable for any damage arising from or related to the use of or the inability to use the Website, the Portal, or the Services, regardless of the legal basis of the claim.
  3. If, notwithstanding the provisions of these terms and conditions, any liability on the part of Synai is established, it is in all cases limited to:
    • The amount paid out in the relevant case by Synai's liability insurance; or if no payment is made:
    • A maximum of the amount paid by the User to Synai in the 3 months preceding the event giving rise to the damage.
  4. Synai is never liable for:
    • Indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation, loss of goodwill, or reputational damage;
    • Damage due to loss or corruption of data;
    • Damage caused by external services, APIs, or integrations;
    • Damage due to acts or omissions of third parties;
    • Damage arising from the use of AI services or AI-generated content;
    • Damage due to unauthorised access by third parties;
    • Damage due to force majeure.
  5. AI-specific exclusion of liability: Synai is expressly not liable for any damage, of whatever nature, arising from or related to:
    • The use of AI services or AI-generated content;
    • Inaccuracies, incompleteness, hallucinations, or errors in AI output;
    • Decisions made on the basis of AI output;
    • Damage to the User or third parties caused by AI content applied by the User;
    • Loss of data, intellectual property, or other damage related to AI use;
    • Claims from third parties relating to copyright, privacy, or other rights in connection with AI-generated content.
  6. The User fully indemnifies Synai against all claims from third parties related to the User's use of the Website, the Portal, or the Services.
  7. The limitations in this article do not apply in the event of intent or wilful recklessness on the part of Synai's management.

14. Indemnification

  1. The User fully indemnifies Synai, its directors, employees, and representatives against all claims, demands, damages, costs (including reasonable legal costs), fines, and liabilities from third parties arising from or related to:
    • The User's use of the Website, the Portal, or the Services;
    • Breach of these terms and conditions by the User;
    • Infringement of third-party rights by the User;
    • Content uploaded or generated by the User;
    • Use of AI services by the User.

15. Privacy and Data Protection

  1. Synai processes personal data in accordance with applicable privacy legislation (GDPR).
  2. For more information about data processing, please refer to our Privacy Policy.

16. Force Majeure

  1. Synai is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.
  2. Force majeure means: any circumstance beyond the control of Synai, including but not limited to disruptions in internet or telecommunications connections, pandemics, war, natural disasters, government measures, and disruptions at external service providers.

17. Amendments

  1. Synai reserves the right to unilaterally amend these General Terms and Conditions at any time.
  2. Amendments will be communicated at least 14 days before they take effect through the Portal or by email.
  3. Continued use of the Portal after amended terms and conditions take effect constitutes acceptance of these amendments.
  4. If the User does not agree with the amendments, they may terminate the agreement before the effective date.

18. Applicable Law and Disputes

  1. This agreement and all legal relationships arising therefrom are exclusively governed by Dutch law.
  2. Disputes shall be exclusively submitted to the competent court in the district of Amsterdam.
  3. The User waives the right to bring a class action or collective lawsuit against Synai.

19. Severability

  1. If any provision of these General Terms and Conditions is deemed void, invalid, or unenforceable, this shall not affect the validity of the remaining provisions.
  2. In place of the void or invalid provision, a provision shall apply that approximates the purpose of the original provision as closely as possible.

20. Contact

For questions about these General Terms and Conditions, please contact:

SynAI B.V.
Chamber of Commerce: 42009196

Lindanusstraat 14 - 16
6031EA Nederweert

Email: info@synai.eu
Phone: 085 369 5490
Website: https://synai.eu

By using the Website, the Portal, and/or the Services of SynAI B.V., you declare that you have read, understood, and agree to these General Terms and Conditions. Use is entirely at your own risk.

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