“Athena XAI” Terms Of Service

These terms of service (“Terms of Service”) contain terms and conditions that govern the purchase of limited use of software search platform “Athena XAI” (which may include “Omnispect Search” and/or “Category Navigation” and/or “Visual Search” and/or “Product Recommender” and/or “Analytics” and/or “AI-BI” and/or any other product from the Athena XAI platform yet to come) and accompanying services provided by Syncit Group d.o.o. Beograd-Novi Beograd, Bulevar Mihaila Pupina 115b, 11070 Novi Beograd, a company incorporated in Serbia (“Syncit Group”), and together with a signed written order for services (“Service Order/s”) represents a contract governing a contractual relationship between Syncit Group as a service provider and a company, association, organization or other entity (“Client”) as a service user (“Contractual Relationship”).

Article 1

Services

1.1 Athena XAI is an enterprise search platform, based on a “software as a service” model (SaaS), used to enable more precise and enhanced search of products and categories on various web shops and websites. Syncit Group grants the Client a limited use of Athena XAI, as well as support and/or other services as stipulated in a signed Service Order (“Service/s”), all in accordance with these Terms of Service.

Article 2

Syncit Group’s Obligations

2.1 Syncit Group will make Services available to the Client in accordance with one or more signed Service Orders and these Terms of Service. 

2.2 Syncit Group shall make available to the Client the documentation that describes the software accessible as part of the Services, as well as usage guides for the Services.

2.3 Syncit Group will provide Services in compliance with all the laws and regulations applicable to the Services.

Article 3

Client’s Obligations

3.1 The Client is obliged to pay the agreed fee for using the Services, as specified in Article 4 of these Terms of Service, in an orderly and timely manner, upon invoices issued by Syncit Group. Should the Client default in paying the fee for using the Services, or any other fee that is due, Syncit Group shall have the right to temporarily cease the provision of Services, until all the due and unpaid obligations of the Client towards Syncit Group have been duly settled.

3.2 The Client can use the Services within the values of the parameters determined, in accordance with the number of authorized individuals and at the designated web locations, as specified in the respective Service Order. The Client is responsible for all the individuals that are directly or indirectly authorized by the Client to access the Services.

3.3 The Client shall use the Services only in accordance with their purpose, and in line with the usage guides. The Client shall ensure that the use of the Services is compliant with any and all applicable laws and regulations, as well as good business practices.

3.4 The Client shall prevent any unauthorized sale, transfer, lease, use, transmission, distribution, or any disclosure, as well as third-party use of the Client’s data related to the Services.

3.5 The Client accepts sole and unlimited responsibility for:

1. the selection of the Services;
2. the use of the Services;
3. the results obtained from using the Services. 

3.6 The Client is obliged to provide all the necessary information, data, instructions, and access, as well as to perform i.e. to allow necessary modifications to be performed to its web shop and/or website (which includes but is not limited to allowing special Athena XAI “cookies” to be placed from the Client’s web-shop and/or website to a visitor’s/customer’s web-browser), in a timely manner and according to Syncit Group’s requests, for the purpose of provision of Services. Syncit Group shall not be responsible for an untimely and/or inadequate provision of Services, nor for any failure to provide Services, nor for any consequences whatsoever that may arise from it, in the event that its untimely or inadequate provision of the Services, as well as any failure to provide Services, is a result of unclear, incorrect or non-existent information, data and/or instructions of the Client, or the denial of access, or failure to perform i.e. not allowing necessary modifications to be performed.

3.7 For the purpose of provision of Services, the Client shall provide a contact person of adequate expertise and experience and shall enable Syncit Group to communicate freely with such contact person.

3.8 The Client is obliged to take care of its data and is responsible for their correctness and accuracy. The Client is in charge of making backup copies of data and other necessary components of the information system related to the Services, according to the instructions or in agreement with Syncit Group.

3.9 The Client is obliged to respond/reply in a timely manner to Syncit Group’s notifications and/or inquiries that are important for the provision of Services.

Article 4

Service Fee

4.1 The fee for using the Services (“Service Fee(s)”) is determined by the values of the parameters, such as a number of products, monthly searches, availability of analytics, and additional services granted as a part of the Services, all in accordance with a price plan that was applicable on the day the Contractual Relationship started and which is specified in the respective Service Order (“Price Plan”). The commitments undertaken by the Client in the Service Order cannot be decreased for the duration of the Contractual Relationship, and are not dependent on whether the Client actually uses the Services.

4.2 Should the values of the parameters used for the determination of the Service Fee increase during the term of the Contractual Relationship, Syncit Group shall have the right to invoice and charge the Client for the exceeded limits per unit at the end of the month, as further specified in the Service Order.

4.3 Unless stipulated otherwise in the respective Service Order, the Service Fee is paid in advance, before the provision of the Services commences.

4.4 The agreed Service Fee does not include VAT, in the event that it is subject to VAT under the applicable law.

4.5 In the event that the Service Fee is agreed in euros (EUR) or American dollars (USD), and the Client is a legal entity registered in the Republic of Serbia, the Service Fee shall be invoiced in the dinar equivalent at the official middle RSD exchange rate of the National Bank of Serbia on the day of invoicing.

Article 5

Support

5.1 In accordance with these Terms of Service and the terms of the applicable Price Plan and/or respective Service Order, Syncit Group shall provide support services to the Client and the individuals authorized by the Client, by email. Although resolution times are not guaranteed in any way, Syncit Group shall aim to respond to each request for support within 2 (two) working days from the date the request is received.

5.2 Syncit Group shall assist the Client with the Service integration as per the applicable Price Plan and/or respective Service Order, provided that the integration is covered by the applicable Price Plan and/or respective Service Order. The Client is obliged to provide Syncit Group with all the relevant access credentials needed to successfully complete the integration.

5.3 Unless provided otherwise in the applicable Price Plan and/or respective Service Order, Syncit Group shall not be responsible for, nor obliged to perform subsequent customizations and/or modifications of the Service in the Client’s environment, in cases where the reduced functionality and/or modified appearance of the Service occur as a result of visual, functional or structural changes made by the Client.

Article 6

Free Trial

6.1 Syncit Group may grant the Client the right to access and use a free trial version of the Services for a limited amount of time, in accordance with the terms and conditions specified in the respective Service Order (“Free Trial”). If the Client has been granted a Free Trial, the applicable provisions of these Terms of Service shall also govern the Free Trial.

6.2 Services provided to the Client during the Free Trial are provided without any warranty of any kind. Syncit Group may unilaterally terminate the Contractual Relationship of which the Free Trial is an integral part, at any time before the Free Trial ends, without stating the reason for such action, pursuant to Article 7.6.1) of these Terms of Service.

6.3 Unless the Client sends to Syncit Group a written statement of unilateral termination of the Contractual Relationship of which the Free Trial is an integral part, no later than 15 (fifteen) days prior to the end of the Free Trial, pursuant to Article 7.6.2) of these Terms of Service, the Contractual Relationship shall automatically continue for a whole Service term specified in the respective Service Order. For example, if a 12-month term is agreed upon in the respective Service Order, the Client is granted a 2-month Free Trial, and the Client does not send to Syncit Group a written statement of unilateral termination of the Contractual Relationship of which the Free Trial is an integral part, no later than 15 (fifteen) days prior to the end of the Free Trial, the Contractual Relationship shall automatically extend and continue for additional 10 (ten) months in which period the Client shall pay the Service Fee in accordance with the applicable Price Plan and/or respective Service Order.

6.4 Syncit Group shall not bear any obligations and/or liability of any kind arising out from or in connection with the provision of Services, and/or the Client’s use of the Services during a Free Trial. Any configurations or data entered into a Free Trial account, as well as any customization made to the Free Trial account made by or for the Client during the Free Trial, may be permanently lost if the Free Trial is suspended or discontinued.

Article 7

Term, Renewal, and Termination of the Contractual Relationship

7.1 The Contractual Relationship shall commence on the day the Service Order is signed by the authorized representatives of both contracting parties. In the event that the authorized representatives of the contracting parties do not sign the Service Order at the same time, the Contractual Relationship shall commence on the date of signing of the contracting party who later signed the Service Order (“Contractual Relationship Effective Date”). 

7.2 The term of a Contractual Relationship shall be specified in the respective Service Order (“Term”). A Contractual Relationship is effective during the whole duration of the Term. In the event that the terms and conditions contained in the Service Order differ from those laid out in these Terms of Service, the terms and conditions of the Service Order shall prevail and govern.

7.3 Should a subsequent Service Order be signed by both contracting parties during the Term of a previously signed Service Order, the subsequent Service Order shall be deemed a supplement and/or amendment of relevant terms and conditions laid out in a previously signed Service Order if stipulated so in the subsequent Service Order. Otherwise, the subsequent Service Order shall establish a separate new Contractual Relationship between the contracting parties.

7.4 After a Term expires, the Contractual Relationship shall automatically renew for a new Term of equal length as the previous Term, and under the same terms and conditions that were in effect on the last day of the previous Term, for an unlimited number of times, unless either contracting party sends a written notice of its intention of nonrenewal to the other contracting party no later than 15 (fifteen) days prior to the end of an ongoing Term.

7.5 In addition to the right of the contracting parties not to renew / to terminate the Contractual Relationship in accordance with other provisions of these Terms of Service, each contracting party may unilaterally terminate the Contracting Relationship by sending to the other contracting party a written statement of termination, for the following causes (“Termination For Cause”):

1. in case of a material breach of the provisions of these Terms of Service and/or respective Service Order made by the other contracting party, provided that prior written notice was sent to the breaching party leaving it with a 30 (thirty) day period starting from the date the notice was sent to cease breaching such provisions and/or to remedy the consequences incurred by the breach, and the breaching party has not ceased breaching such provisions and/or has not remedied the consequences incurred by the breach;
2. in case of a Force Majeure event, as per Article 14.4 of these Terms of Service;
3. if the other contracting party
   1. becomes subject to a proceeding relating to insolvency, bankruptcy, liquidation, or any other similar proceedings, in accordance with the applicable laws;
   2. ceases its business operations,

in which case the termination date shall be set in the statement of termination.

In case of a breach of the provisions of these Terms of Service and/or respective Service Order made by the Client that is determined by Syncit Group (in its sole discretion) to be incurable, or in case of a breach of the provisions of these Terms of Service and/or respective Service Order made by the Client that is determined by Syncit Group (in its sole discretion) to be of such nature that makes the business relationship with the Client no longer desirable, Syncit Group may unilaterally terminate the Contractual Relationship immediately by sending a written statement of termination to the Client, without sending a prior written notice as per Article 7.5.1).

7.6 In the event that a Free Trial is granted to the Client:

1. Syncit Group may unilaterally terminate the Contractual Relationship of which the Free Trial is an integral part, at any time before the Free Trial ends, without stating the reason for such action, by sending a written statement of termination to the Client;
2. The Client may unilaterally terminate the Contractual Relationship of which the Free Trial is an integral part, no later than 15 (fifteen) days prior to the end of the Free Trial, without stating the reason for such action, by sending a written statement of termination to Syncit Group.

7.7 The Contractual Relationship shall terminate automatically if either of the contracting parties ceases to exist, except in a case there is a legal successor of such contracting party, in which case the rights and obligations from the Contractual Relationship of such contracting party shall pass to its legal successor.

7.8 Contractual Relationship may be terminated at any time by mutual written agreement of both contracting parties (“Amicable Termination”).

Article 8

Confidentiality

8.1 “Confidential Information” means any and all information and/or data disclosed by a contracting party (“Disclosing Party”) to the other contracting party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of such information/data and the circumstances of disclosure, should be understood to be confidential. Confidential Information for both contracting parties includes (but is not limited to):

1. provisions of these Terms of Service, terms, and conditions of any Service Order, and any of their annexes, exhibits, addendums, schedules and/or attachments, Price Plans, as well as all the details of any and all negotiations between the contracting parties, and/or of any business relationship that exists or may exist in the future between the contracting parties;
2. business and marketing plans, business strategies, client lists, names of employees and other engaged persons, financial data and/or projections, business policies or practices, analyses, compilations, studies, business secrets, information on intellectual property, manner of conducting business operations, product plans and designs, technologies used, business processes and partners, projects, as well as any information and/or data related to the businesses of the contracting parties, as well as to all the products and services provided by any contracting party to its clients;
3. technical and non-technical information in any form, technical specifications, all software codes, original codes, item codes, codes on the display screen, computer printed materials, flow diagrams, drawings or sketches, models, know-how, processes, algorithms, software programs, databases, formulas in any form and all notes, memoranda or recordings, as well as videographic, alphanumeric and audiophonic or telephone data, regardless of who prepared them or on which medium they are stored;
4. all excerpts, summaries, reports, analyses, material preceding the preparation of any of the above, and any derived part thereof.

8.2 Confidential Information of Syncit Group are (among others) all the information and data related to the Services and the provision of Services.

8.3 Confidential Information does not include information that:

1. was at the time of disclosure generally known to the public through no fault of the Receiving Party;
2. was known to the Receiving Party with no obligation of confidentiality prior to disclosure by the Disclosing Party, as proven by the records of the Receiving Party;
3. is disclosed to the Receiving Party by a third party who did not obtain the information subject to any confidentiality obligation;
4. is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, as proven by the records of the Receiving Party.

8.4 Receiving Party shall not disclose nor otherwise make available any Confidential Information of the Disclosing Party to anyone except to those of its employees, directors, attorneys, agents, and consultants (“Representatives”) who:

1. need to know the Confidential Information for the purpose of realization of the Contractual Relationship and
2. have previously agreed to be bound by confidentiality obligations no less stringent than the confidentiality obligations prescribed under these Terms of Service.

8.5 In the event that a Receiving Party becomes aware that any of its Representatives has violated the obligation of confidentiality, it shall promptly notify the Disclosing Party in order to prevent the occurrence of damage or greater damage

8.6 The Receiving Party shall safeguard all the Confidential Information of the Disclosing Party with at least the same degree of care (but no less than reasonable care) it uses to safeguard its own Confidential Information, and shall not use any Confidential Information of the Disclosing Party for any purpose other than the purposes of performing its obligations under the Contractual Relationship. 

8.7 Notwithstanding the obligations prescribed in Article 8 of these Terms of Service, the Receiving Party and its Representatives have the right, at the request of a court or other public authority, to disclose any Confidential Information, provided that they notify the Disclosing Party on the same day, in order for it to have an opportunity to defend, protect or restrict further disclosure or dissemination of such Confidential Information, as well as provided that the Receiving Party and/or its Representatives disclose only that part of the Confidential Information which are legally required to disclose and to undertake reasonable efforts to obtain a protection order or decision from the court or other public authority, or any other reliable assurance that the Confidential Information shall be treated in an appropriately confidential manner by those authorities. The Receiving Party and their Representatives shall not bear any responsibility in the event that they do not obtain a protection order or decision from a court or other public authority, or any other reliable assurance that the Confidential Information shall be treated in an appropriately confidential manner by those authorities, provided that they undertook reasonable efforts to do so.

8.8 Receiving Party undertakes not to disassemble, “reverse engineer”, “reverse compile”, nor to analyze the inputs or outputs of, any software or hardware provided to it by the Disclosing Party relating to the Contractual Relationship, for any purpose including (but not limited to) attempting to ascertain or deduce the functionality or workings of the software or hardware.

8.9 Receiving Party shall, at the written request of the Disclosing Party, within 30 (thirty) days from receipt of such written request submit/return all the documentation received from the Disclosing Party and/or its Representatives containing the Confidential Information, without retaining any copies, excerpts or other reproductions of all or part thereof, unless where stipulated otherwise by these Terms of Service. In the event that they receive such a request, the Receiving Party shall destroy all documentation, memoranda, notes, and any other materials prepared on the basis of such Confidential Information or, at the request of the Disclosing Party, shall deliver them to it, within 30 (thirty) days from receipt of such written request. Notwithstanding the foregoing, the Receiving Party shall have the right to keep copies of such documentation in the event it is obliged to under any applicable law. Notwithstanding the return or destruction of such documentation and materials made on the basis of the Confidential Information, the Receiving Party shall continue to be bound by the obligation of confidentiality proscribed in these Terms of Service.

8.10 Confidentiality obligations as laid out in Article 8 of these Terms of Service shall survive the expiry or termination of the Contractual Relationship.

Article 9

Intellectual Property

9.1 “Intellectual Property” means all creative works, discoveries, designs, software, computer programs, computer code, inventions, improvements, modifications, enhancements, know-how, products, formulas or formulations, concepts or ideas, trade secrets, as well as patent rights, copyrights, trademarks, trade dress, service marks, goodwill as well as any other intellectual property right, as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

9.2 Contracting parties agree that Syncit Group and/or its licensors own all the rights, titles, and interests, including all Intellectual Property rights, related to and in any and all software, tools, and technology used by Syncit Group in providing Services. The Client is prohibited from doing anything contesting, impairing, or harming the Intellectual Property rights of Syncit Group and/or its licensors, as well as any other related rights.

9.3 Except for the temporary and limited right of use of the Services granted in accordance with these Terms of Service and a respective Service Order, Syncit Group is not transferring to the Client any intellectual property right, ownership, or any other right or interest in relation to the Services. The “Syncit Group” name, product names, and logos are brands of Syncit Group, and no right or license is granted to use them except in the cases and in the manner expressly stipulated in these Terms of Service. Further, under no circumstances shall anything in these Terms of Service be construed as granting, explicitly, by implication, estoppel, or in any other way, a license to any component or aspect of any Intellectual Property or technology, component, material, or program code used by Syncit Group in providing Services, other than in strict accordance with the provisions of these Terms of Service.

9.4 The Client acknowledges and agrees that any and all feedback it provides to Syncit Group concerning the Services provided shall be the sole property of Syncit Group and hereby assigns and transfers all of its rights, title, and interest in and related to such feedback to Syncit Group.

9.5 The Client shall not:

1. translate, decompile, reverse-engineer, or otherwise modify the Services, nor any parts of the Services;
2. circumvent the user authentication or security controls, or access the Services in any other way except in a way made available by Syncit Group;
3. make any use of the Services in any way that may violate any applicable law or regulation.

9.6 The provisions laid out in Article 9 of these Terms of Service shall survive the expiry or termination of the Contractual Relationship.

Article 10

Non-Solicitation of Customers and Employees

10.1 The Client warrants that both for the duration of the Contractual Relationship, and for the 24-month period following the expiry or termination of the Contractual Relationship, neither the Client nor any of its affiliated persons shall directly or indirectly call on, solicit, take away, nor attempt to call on, solicit, or take away any client of Syncit Group, unless they have received a prior explicit written statement of consent from Syncit Group.

10.2 Each contracting party undertakes not to recruit nor employ, directly or indirectly (through its affiliated persons, intermediaries, etc.), employees, managers nor any other personnel or associates of the other contracting party both for the duration of the Contractual Relationship, and for the 24-month period following the expiry or termination of the Contractual Relationship, unless it has received a prior explicit written statement of consent of the other contracting party.

Article 11

Indemnification and Limitation of Liability

11.1 Each contracting party shall be liable for any material breach of these Terms of Service and/or respective Service Order performed by itself and/or its representatives (employees, managers, attorneys, subcontractors). Each contracting party agrees that, if it commits a material breach of the provisions of these Terms of Service and/or respective Service Order, it shall compensate all the damage that the other contracting party may suffer due to such breach of the provisions of these Terms of Service and/or respective Service Order.

11.2 The Client shall indemnify, defend, and hold harmless Syncit Group, its affiliated persons, officers, directors, managers, employees, and business partners from and against any third parties (The Client’s end users/customers/clients, etc. as well as any other natural or legal persons that have a direct or indirect connection to the Client’s use of the Services and/or whose rights or interests are in any way connected to the Client’s use of the Services) claim or lawsuit, including attorneys’ fees and other related costs and expenses:

1. arising out of the third parties’ personal data protection issues and disputes, except in case that such third parties’ claims are caused by Syncit Group’s material breach of the provisions of these Terms of Service and/or respective Service Order;
2. caused by the Client’s breach of any provision of these Terms of Service and/or respective Service Order, or its violation of any applicable law or regulation;
3. arising out of the Client’s use of Services;
4. arising out of the causes stipulated in Article 12.1 of these Terms of Service.

11.3 Notwithstanding the foregoing provisions, in no event shall Syncit Group’s aggregate liability (together with all of its affiliates) arising out of or related to the Contractual Relationship (regardless of the number of individual incidents giving rise to such liability) exceed the total amount actually paid by the Client for the Services giving rise to the liability in the 3 (three) months preceding the first incident out of which the liability of Syncit Group arose. This limitation applies regardless of whether it is a matter of liability for breach of the provisions governing the Contractual Relationship, or for causing damage in any other way.

11.4 Notwithstanding the foregoing provisions, the contracting parties agree that Syncit Group shall not be liable to the Client for any damage resulting from the malfunction of the Services if the defect is related to one and/or more of the causes stipulated in Article 12.1 of these Terms of Service.

11.5 The provisions laid out in Article 11 of these Terms of Service shall survive the expiry or termination of the Contractual Relationship.

Article 12

Warranties

12.1 Syncit Group doesn’t warrant that the provision of Services shall be uninterrupted or error-free. The interruption of the provision and/or malfunction of Services may be caused: 

1. by third-party services, equipment, and/or software where such services, equipment, and/or software are not within the control of Syncit Group, which includes (but is not limited to):
   1. potential conflicts caused by third-party modules; 
   2. any changes resulting from the upgrade of the platforms (“frameworks”), servers, and services used;
   3. compatibility of the version of the programming language used with the Client’s version of the platform (“framework”) used;
   4. compatibility of add-ons with the Client’s version of the platform (“framework”) used;
   5. defects originating from the platform (“framework”) used;
   6. compatibility between the platform (“framework”) used and the version of the database used;
   7. availability and functioning of hosting services used for the purpose of provision of Services;
   8. damage and/or improper start-up of the platform (“framework”) used;
2. by abuse or inadequate use of the Services by the Client and/or third parties, which includes (but is not limited to):
   1. loss of files and/or databases, or personal data caused by the Client’s omission to make or keep backup copies of the same;
   2. potential damage to software or a website and/or loss of data in the event that the version of the platform (“framework”) used has not been updated by the Client after the date of deployment of a website and/or software to production;
   3. use of the Services contrary to their technical capabilities or to the instructions for their use provided by Syncit Group to the Client;
   4. use of Services by the Client and/or a third party that is not adequate to their intended purpose;
3. by use of the Services by the Client and/or third parties in a manner that is against the provisions of these Terms of Service;
4. by modifications implemented to the Services by the Client and/or third parties;
5. by factors outside of Syncit Group’s reasonable control which includes (but is not limited to):
   1. problems in functioning that potentially may be caused by the SaaS module;
   2. incompatibility between two or more expansions, upgrades, and/or extensions;
   3. delays in providing Services caused by the lack of necessary and reasonable information requested from the Client and/or denying access to be provided by the Client for the purpose of the provision of Services;
   4. use of the content of the Client’s website on other websites or in other media;
   5. inaccurate and/or inadequate instructions, materials, content, and/or information used for the purpose of providing Services, originating from the Client:
   6. cyber attacks.

12.2 Contracting parties agree that the Services are provided “as is” and “as available”.

Article 13

Assignment

13.1 Neither contracting party may assign any of its rights or obligations from the Contractual Relationship to a third party, whether by law or otherwise, without a prior explicit written statement of consent of the other contracting party (not to be unreasonably withheld).

13.2 Either contracting party may assign its rights and obligations from the Contractual Relationship to a third party in its entirety, without requesting the other contracting party’s consent, in case of a merger or division of such contracting party as a legal entity in such a manner that such contracting party ceases to exist as a legal entity, in which case the rights and obligations of such contracting party shall pass to its legal successor.

Article 14

Force Majeure 

14.1 “Force Majeure” means war, fire, interruption of transportation, an accident, inability to procure or shortage of supply of materials, equipment or means of production, shortage of electricity, governmental orders, strikes, lockouts or labor troubles, or any similar cause beyond the control of a contracting party (“Force Majeure”).

14.2 If either contracting party is affected by Force Majeure, it shall forthwith inform in writing the other contracting party of the nature and extent thereof.

14.3 Neither contracting party shall be deemed to be in breach of its obligations under these Terms of Service and/or respective Service Order, or otherwise be liable to the other contracting party, by reason of any delay in performance, or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has informed the other contracting party, and the time for performance of that obligation shall be extended accordingly.

14.4 If the event that represents Force Majeure continues for a period of more than 60 (sixty) days in total, the other contracting party shall have the right to unilaterally terminate the Contractual Relationship by sending a written statement of termination to the contracting party affected by the Force Majeure, pursuant to Article 7.5.2) of these Terms of Service.

Article 15

Publicity

15.1 The Client consents to Syncit Group’s use of the Client’s name and logo and general description of the Client’s relationship with Syncit Group in press releases and other marketing materials and appearances. The Client further allows Syncit Group to use it as a reference account for marketing purposes. 

Article 16

Notices and Communication

16.1 Written notices and/or statements mandated to be given under the provisions of these Terms of Service by either contracting party to the other, as well as any other communication sent by either contracting party to the other shall be deemed duly sent:

1. if sent via registered mail to the address of the registered seat of the other contracting party, or
2. if sent via electronic mail (email):
   1. in case of an email sent to the Client, if it is sent to the email address provided by the Client to Syncit Group when signing the respective Service Order;
   2. in case of an email sent to Syncit Group, if it is sent to the email address: [email protected]

16.2 In the event that either contracting party changes the address of its registered seat or the email address it uses for communication with the other contracting party, it shall promptly notify the other contracting party of the fact in writing. In the event that either contracting party fails to notify the other contracting party of the fact in writing, all the notices and/or statements mandated to be given under the provisions of these Terms of Service by either contracting party to the other, as well as any other communication shall be deemed duly sent to and received by such contracting party on the day of dispatch if sent to the address of the registered seat i.e. email address of which it has most recently notified the other contracting party prior to the change thereof.

Article 17

Personal Data Protection

17.1 The provision of Services requires the processing of certain data collected through the provision of Services, which may include personal data (if applicable).

17.2 Where the provision of Services requires the processing of personal data, the rights and obligations of the contracting parties pertaining to such personal data processing shall be governed by the Addendum on Personal Data Processing (“Addendum”), which represents an integral part of these Terms of Service, and which can be found here: https://a-x.ai/addendum-on-personal-data-processing.pdf 

17.3 In case of any discrepancies between the provisions of the Addendum and the provisions of these Terms of Service, with regard to the processing of personal data, the provisions of the Addendum shall prevail and govern.

17.4 After the expiry or termination of the Contractual Relationship, Syncit Group shall be entitled to keep the Client’s data collected through the provision of Services only insofar as such data have been anonymized and/or are in an aggregated form, all in accordance with the applicable laws and regulations.

Article 18

Final Provisions

18.1 If any provision of these Terms of Service shall be held illegal, void, or unenforceable, it shall not in any way affect the validity of the remaining provisions, which shall remain in full force and effect. 

18.2 The failure of either contracting party to exercise any right, power, or privilege proscribed by these Terms of Service and/or respective Service Order shall not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege. Any waiver of the rights, power, or privileges provided for in these Terms of Service and/or respective Service Order must be made expressly and in writing in order to produce legal effect.

18.3 These Terms of Service shall be governed by the laws of the Republic of Serbia without regard to its conflicts of laws principles and to the seat of the Client. In the event of any dispute related to the Contractual Relationship, the contracting parties shall try to resolve such a dispute amicably, and should that not be possible, a competent court in Belgrade shall have exclusive jurisdiction to adjudicate any dispute potentially arising out of the Contractual Relationship or related thereto. The contracting parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contractual Relationship, nor to any transaction or dispute arising out of it.

18.4 Any annexes, addendums, exhibits as well as any attachments to these Terms of Service shall be deemed an integral part of these Terms of Service. In the event of any discrepancies between the provisions of these Terms of Service and the provisions of its annexes, addendums, exhibits, and attachments, the provisions of the annexes, addendums, exhibits and attachments shall prevail and govern with regard to the matter governed by those annexes, addendums, exhibits, and attachments. 

18.5 After the expiry or termination of the Contractual Relationship:

1. the provisions laid out in Articles 8, 9 and 11 of these Terms of Service shall survive the expiry or termination of the Contractual Relationship indefinitely;
2. other provisions of these Terms of Service, which are of such nature that they would have to remain in effect for a certain period of time after the expiry or termination of the Contractual Relationship in order for them to be exercised and to have the intended effect, shall remain in effect after the expiry or termination of the Contractual Relationship to the extent necessary, for as long as there is a need for their validity.

18.6 By signing the Service Order, the contracting parties confirm full understanding and application of these Terms of Service to the Contractual Relationship.

18.7 All amendments, as well as any new version of Terms of Service shall be published on a-x.ai and shall indicate the date of publication of such new version.

18.8 Terms of Service, as well as their amendments, i.e. a new version of Terms of Service shall become effective on the day of their publication (“Terms of Service Effective Date”).

18.9 Notwithstanding Article 18.8 of these Terms of Service, regarding the Clients that have entered into a Contractual Relationship with Syncit Group under the previously applicable Terms of Service (“Existing Clients”), the amended, i.e. the new version of Terms of Service shall become effective on the 31st day after the date of their publication. The Terms of Service are a document that is publicly announced, and Existing Clients are deemed duly informed on the amended, i.e. the new version of the Terms of Service on the 8th day after the date of their publication. An Existing Client may unilaterally terminate the Contractual Relationship up until and including the 30th day after the date of publication of the amended, i.e. the new version of Terms of Service by a written statement of termination sent to Syncit Group, in case it does not want to be bound by the amended, i.e. the new version of Terms of Service. In case the Existing Client does not send such written statement of termination to Syncit Group up until and including the 30th day after the date of publication of the amended, i.e. the new version of the Terms of Service, it shall be deemed that the Existing Client has agreed to continue the use of Services and the Contractual Relationship under the amended, i.e. the new version of Terms of Service.

LAST UPDATED: 1st February, 2023