General terms and conditions
These general terms and conditions (hereinafter the "General Terms and Conditions") apply to any agreement concluded between SYNETON BVBA, with registered office at 2880 Bornem, Puursesteenweg 390 box C and company number 0475.384.429 (RPR - Antwerp, Mechelen department) (hereinafter "SYNETON"), and the client.
A customer is considered to be a professional customer who uses SYNETON's services for professional or mixed purposes, with the exception of consumers. Belgian consumer protection legislation shall not apply.
2. SYNETON SERVICES
SYNETON offers an online application under the brand name AdminPulse (hereinafter the 'AdminPulse'). AdminPulse offers an integration of various services with a view to a more efficient business administration of its customers. More specifically, the online services facilitate online management and collaboration (hereinafter the 'Services'), and consist of, among other things:
- customer relationship management;
- time registration;
- ticketing (via the support page);
- voice-over-IP via Skype;
The Services contained under AdminPulse, as described on the AdminPulse website (http://Adminpulse.be; hereinafter the 'Website') or in the SYNETON communication (cf. article 12) are made available on an 'as is' basis, in particular according to the applications developed at that time with possible updates and adjustments in the future. SYNETON is entitled to amend the offer and composition of the Services under AdminPulse, as well as of its basic module and/or features (cf. article 7), if it so decides. If necessary, it shall inform the customer of this in advance within a reasonable period by means of a mention on its website or via the SYNETON communication to existing customers (cf. article 12).
In addition, the client shall have the right to make use of a test period (cf. article 4.1) and additional information may be obtained at any time from SYNETON in this regard. The customer therefore declares to have been sufficiently informed in advance about the content and scope of AdminPulse and the Services included therein.
3. APPLICATION AND ACCEPTANCE OF GENERAL TERMS AND CONDITIONS
By ordering AdminPulse, including registration for the test period (see Article 4.1), the customer acknowledges that he has taken note of and agrees to these General Terms and Conditions and accepts their application.
The General Terms and Conditions can be consulted on the Website at all times.
Only these General Terms and Conditions apply to the agreements between SYNETON and the customer, to the exclusion of any general terms and conditions of the customer, even if the latter determine that they are the only ones to apply. Failure by SYNETON to demand the strict application of all or any of the provisions of the General Terms and Conditions shall in no way constitute an implied waiver of these provisions of the General Terms and Conditions and the rights it derives therefrom.
SYNETON has the right to modify the Terms and Conditions at any time by modifying the Website. Such modification shall be announced in advance by SYNETON on the Website within a reasonable period of time, as well as via SYNETON communication to existing customers (cf. article 12).
4. CONCLUSION OF THE AGREEMENT
4.1 TEST PERIOD
Every (potential) customer can enjoy one (1) month of free use of AdminPulse as a test period before entering into an Agreement. To this end, the customer completes the order form provided on the website, which is free of charge.
During the test period, the customer may enter into an Agreement at any time. Within the AdminPulse application, he is given the opportunity to do so.
In addition, the customer will receive a first email seven (7) calendar days before the end of the free trial period and a second email on the expiry date of the trial period at the email address provided by the customer, indicating when the trial period expires and how he can proceed to enter into an Agreement.
If, on the other hand, the customer refrains from entering into an Agreement after the trial period, he does not need to take any specific action. At the end of the trial period, the free use of AdminPulse has expired and the (potential customer) only has access after he has placed the order with AdminPulse.
Each (potential) customer may have a free trial period at his disposal within a period of one (1) year for a maximum of one (1) time during a maximum of one (1) month (consecutive days).
In order to enter into an agreement relating to AdminPulse and the Services below (hereinafter the 'Agreement'), the (potential) customer places an order with SYNETON free of charge via the link to the order form in AdminPulse or via the link in his reminder e-mail. A valid order requires at least the customer to provide the following information:
Basic identification data of the customer with a valid email address;
desired number of users;
payment details for monthly or annual invoicing via standing direct debit order on VISA/MAstercard
The acceptance by SYNETON of a valid order leads to the activation of a user account for that customer (cf. article 5).
All data/information provided by the customer must be complete, accurate and truthful. SYNETON reserves the right, before granting a user account (cf. article 5) as well as during the execution of the Agreement, to request additional information from the customer regarding, but not limited to, his activities and creditworthiness. The customer shall immediately and fully inform SYNETON of any change to the aforementioned data. SYNETON reserves the right to refuse the acceptance or execution of the order (by assigning a user account) in the event of refusal or failure by the customer to provide the aforementioned data or in the event of doubt on the part of SYNETON regarding the identity, the activities or their admissibility. Orders showing the customer's intention to resell AdminPulse will be refused. The refusal by SYNETON to accept an order/allocation of a user account will under no circumstances give rise to any compensation.
The Agreement between SYNETON and the customer shall become final and binding after the customer has placed a valid order and accepted it by SYNETON.
Any amendments or additions to the Agreement shall only be considered valid with SYNETON's written consent.
Offers made by SYNETON shall be entirely without obligation and shall only be considered as an invitation to the customer to place an order.
A quotation shall be valid only for the specific order to which it relates and shall therefore not automatically apply to subsequent similar orders. Offers only include those services that are explicitly mentioned in them.
5. USER ACCOUNT AND LOGIN
SYNETON's acceptance of a trial period shall result in the activation of one user account for the customer. Via a user account and the associated login(s), the customer is offered 1 month free access to AdminPulse and the Services.
The acceptance by SYNETON of an order leads to the activation of the number of user accounts ordered by the customer. This implies the right to use AdminPulse and the Services for the benefit of the customer, subject to payment. Under no circumstances does this imply any transfer of ownership of AdminPulse by SYNETON to the customer.
A user account contains the location and access codes that allow the customer access to AdminPulse and the Services. The allocation of a user account is accompanied by the allocation of the number of logins ordered. The number of logins corresponds to the number of users of the customer allowed by SYNETON. A login is individual, belongs to only one person and may not be shared with and/or by several persons. For each login, each user of the client must set a unique password belonging to his personal information.
Each customer is solely responsible for the protection and security of his data concerning the user account and logins, such as but not limited to the user name and password. The customer and his employees are assumed not to transfer this information to third parties and to sanction any unauthorized use immediately, as well as to report immediately to SYNETON. Any loss or misuse of the personal data associated with the user account and the associated logins shall in no way give rise to any liability on the part of SYNETON.
SYNETON's services take the form of "software as a service". The mere communication of the user account (with associated logins) to the customer will be regarded as delivery of AdminPulse and the Services under the Agreement.
The customer's commissioning of the AdminPulse portal is equivalent to acceptance of the delivery.
The client's commissioning and access to AdminPulse presupposes an Internet connection and the use of a modern web browser. If an outdated web browser is used, the customer may not be able to use all of AdminPulse's functions or these functions may not function optimally. SYNETON is in no way responsible for this.
A basic module of AdminPulse and the Services under it contains, within the meaning of Article 2, the following components, among others, at a specific monthly price:
- login per user;
- customer relationship management;
- time registration;
- ticketing (via the support page);
- voice-over-IP via Skype;
In case the customer also opts for one or more of the following additional services (being an "add-on" or "feature"), this will imply an additional monthly price per feature on top of the price for the basic module:
- additional logins.
All prices are displayed on the Website at all times and are expressed in euros. The prices are exclusive of 21% VAT. The use of and access to AdminPulse and the Services under it will be charged at the price stated on the Website at the time the Agreement between the parties is concluded (see Article 4).
SYNETON cannot under any circumstances guarantee the immutability of its prices for a specific period. The prices may change in the event of changes in wage costs, costs of components/services, social security contributions and government contributions, costs of materials and components, exchange rates and/or other costs. SYNETON shall be entitled to adjust its prices, where appropriate, a maximum of two (2) times a year. The new price shall be notified to existing customers via SYNETON communication at least one (1) month before its entry into force (cf. article 12) and shall be announced on the Website.
8. INVOICING AND PAYMENT
8.1 MONTHLY INVOICING
Invoicing by SYNETON shall be on a monthly or annual basis in accordance with the Agreement and these General Terms and Conditions, and shall start after the conclusion of the Agreement (order) and after the end of the test period. Invoicing shall always take place prior to the performance of the Services for the following period.
Invoices are sent to the contact details provided by the customer. The customer undertakes to inform SYNETON in good time of any changes to this data. By ordering or purchasing from AdminPulse, the customer expressly agrees to the use of electronic invoicing by SYNETON, except in the event of a written deviation between the parties.
Payment is made by immediate payment by direct debit on the invoice date. The customer agrees to this and makes the necessary data available.
The customer agrees to payment via the online payment method used by SYNETON and as provided on the Website. These online transactions shall be processed via a payment platform managed by external professional and specialized partners. The financial data of the customer entered in the context of the online payment are only exchanged between the external partner and the financial institutions concerned. SYNETON does not have access to the customer's confidential financial data. Online payments are made using secure protocols. All online payments are subject to the general terms and conditions of the external administrator of the payment platform, who alone shall be responsible, with the express exclusion of SYNETON, for the correct execution of online transactions.
Any invoice shall be collected immediately. Any invoice that has not been paid in whole or in part on the due date shall automatically and without prior notice of default be subject to interest for late payment of 1% per month of delay, each month started being considered to have expired in full. In addition, the amount due shall be increased by 12% of the invoice amount, with a minimum of EUR 50 (fifty) excl. VAT, by way of fixed damages, without prejudice to SYNETON's right to claim a higher compensation for damages on the basis of proof of higher actual damage suffered. SYNETON also reserves the right to temporarily suspend access to AdminPulse and the Services until it has received the actual and full payment from the customer. The customer shall owe a fixed amount of 45 (forty-five) euros for each deactivation (and, if applicable, reactivation), without prejudice to SYNETON's right to claim higher compensation for damages, subject to proof of higher actual damage suffered. In such a case, SYNETON shall not be liable for any damage suffered by the customer due to the (temporary) suspension due to non-payment by the customer. Any overdue payments on the part of the customer may be offset by SYNETON by set-off.
The unconditional payment of part of an invoice amount shall be considered as express acceptance of the total invoice.
Invoices may only be validly protested in writing by registered letter within fourteen (14) calendar days of the invoice date and stating the invoice date, invoice number and a detailed justification.
In the event of termination of the Agreement by the customer, monies already paid to SYNETON shall remain definitively acquired and shall not be refunded, regardless of (the duration of) the period to which the payment/invoicing relates.
In the event of termination of the Agreement by SYNETON and deactivation during the term of a period for which SYNETON has already received prior payment from the customer, it shall undertake to refund such payment to the customer pro rata within fourteen (14) calendar days after effective termination of the Services.
9. DURATION AND TERMINATION OF THE AGREEMENT
The Agreement for access to and use of AdminPulse and the Services under it is concluded for an indefinite period of time, unless expressly agreed otherwise in writing.
However, the continuation of the Agreement is always dependent on advance payment by the customer for the agreed period (month or year) in accordance with the principle of a subscription.
9.2 TERMINATION BY THE CUSTOMER
The customer may terminate the Agreement at any time by sending an email to SYNETON (AdminPulse@syneton.be). The termination by the customer is possible in the following circumstances, among others:
changes to the offer or the composition of the Services under AdminPulse (see Article 2);
amendment of the General Terms and Conditions by SYNETON (cf. article 3);
in the event of announced price adjustment by SYNETON (cf. article 7).
SYNETON shall give effect to the termination and deactivate the customer's user account within five (5) working days of the date of the email to terminate the Agreement.
In any case, the termination by the customer shall take place before SYNETON has invoiced in advance for the subsequent agreed period (cf. article 8). If the termination takes place after SYNETON has already invoiced, the customer shall be deemed to pay this invoice on time, even if he does not intend to make any further use of the Agreement.
The termination by the customer may not take place carelessly and in bad faith. Under no circumstances shall the termination of the Agreement by the customer, in particular in the circumstances mentioned under this paragraph, offer any claim for damages against SYNETON, without prejudice to the provisions of Article 15.
9.3 TERMINATION BY SYNETON
SYNETON may terminate the Agreement at any time if it sees an objective need to do so, such as, but not limited to:
if, during the Agreement, SYNETON has reason to believe that the customer's data is false, inaccurate or out of date;
if SYNETON discovers or has substantial suspicions that the customer is using its Services for unauthorized purposes;
in case of suspicion of violation of these General Terms and Conditions by the customer;
if SYNETON has serious indications that the Agreement with the customer is based on erroneous information from the customer or if SYNETON suspects that the customer is purchasing a product from SYNETON for reasons that cannot be considered objectively reasonable and acceptable;
if the customer fails to pay its outstanding invoices to SYNETON in a timely and complete manner;
if the customer generally fails to fulfil its obligations under the Agreement;
in the event of insolvency or imminent bankruptcy of the customer.
SYNETON shall notify the customer in writing by email of the termination of the Agreement, which shall have immediate effect without prejudice to the provisions below regarding deactivation.
9.4 DEACTIVATION AND CONSEQUENCES
Upon termination of the Agreement, SYNETON shall immediately deactivate the customer's user account. SYNETON undertakes to inform the customer by email of the deactivation, at least five (5) calendar days before the effective deactivation.
After deactivation, SYNETON shall be entitled to definitively deny the customer future access to the AdminPulse and the Services, or to undo the deactivation again after renegotiation with the customer. If applicable, the customer shall owe a lump sum of 25 (twenty-five) euros for each deactivation followed by reactivation, without prejudice to SYNETON's right to claim higher compensation for damages, subject to proof of higher actual damage suffered.
In the event of deactivation during the term of a period for which SYNETON has already received prior payment from the customer, it shall undertake to repay this payment to the customer pro rata within fourteen (14) calendar days after effective termination of the Services, if the Agreement has been terminated by SYNETON.
If the Agreement is terminated by the customer, the latter shall be obliged to export its input data (cf. article 14.1) prior to its termination and on its own initiative via the available export tools. If, on the other hand, the Agreement is terminated by SYNETON, the customer shall export its input data (cf. article 14.1) through the available export tools within the period notified by SYNETON upon notice of termination.
In the event that the customer infringes the provisions of this article, SYNETON reserves the right to retain the aforementioned input data in accordance with which it will treat them to the best of its ability with the necessary confidentiality and will not disclose them. However, in such a case, SYNETON shall also have the right to delete the input data over time and to pass on the related costs to the customer at the end of the Agreement between the parties. This cost will be charged to the customer via an invoice with a payment term of ten (10) calendar days.
10. RIGHT OF WITHDRAWAL
Under no circumstances shall the professional customer have the right of withdrawal.
If an order is cancelled, SYNETON reserves the right, even in part, but in any case prior to the delivery of AdminPulse and the Services, to charge the customer compensation of 10% of the price of the cancelled order, excluding VAT, without prejudice to SYNETON's right to compensation for the higher actual damage suffered if it can prove this.
12. SYNETON COMMUNICATION
The Services include communications from SYNETON via email at regular intervals regarding service-related announcements, administrative emails and newsletters. At all times, the customer has the possibility to unsubscribe from these newsletters. As this communication is considered to be an inherent part of the service, the customer cannot in any way hold SYNETON liable for changes of any kind that the customer would normally have been informed of by the communication but has not become aware of as a result of its unsubscription.
13. HELPDESK AND COMPLAINTS
In the event that the customer has questions or experiences problems regarding the functionality of AdminPulse and/or the Services, the online helpdesk of SYNETON can be called upon free of charge.
Through its helpdesk, SYNETON will assist the customer to the best of its ability and as soon as possible in finding a solution for the specific request of the customer.
The availability of the services can be consulted by the Customers at all times online, live and in real time on the Website. In the event of problems with the availability of its Services, SYNETON shall offer a solution within reasonable limits. In any case, SYNETON shall have complete freedom to determine what constitutes an appropriate solution or concession to its customers.
Immediately after delivery within the meaning of article 6, the customer shall carry out an initial verification of, among other things: the number of logins, conformity of delivery, visible defects of the software, etc. The customer must notify SYNETON in writing of immediately verifiable deviations, under penalty of forfeiture, within seven (7) calendar days of delivery and in any case within forty-eight (48) hours of their discovery, via the helpdesk or e-mail (AdminPulse@syneton.be).
Hidden defects must be communicated to SYNETON in writing by professional customers via the helpdesk or e-mail (AdminPulse@syneton.be) within one (1) month from the date of delivery of the services, but in any case within forty-eight (48) hours after discovery thereof. Such defects include, but are not limited to: errors in the back end of the Website or software, database or programming errors, etc.
If no complaints are communicated within the aforementioned periods, the customer shall be deemed to have definitively approved and accepted the delivery. On pain of the complaint being inadmissible, the customer must be able to prove that he used AdminPulse and the Services correctly both before and after discovering the defects.
The guarantee or indemnification for hidden defects is in no event applicable if the damage was caused by the customer's incorrect or unprotected use of the services (e.g. no use of firewall or insufficient protection against viruses).
The customer shall be obliged to reimburse SYNETON's costs in the event of unjustified complaints.
14.1 WITH REGARD TO THE INPUT DATA
All data entered by the customer when using AdminPulse and the Services (hereinafter 'Input Data') will be treated confidentially by SYNETON to the best of its ability and with the necessary care.
SYNETON will limit itself to merely analysing the user behaviour of its customers with a view to improving its services. A list of employees who have access to the Input Data can be requested by sending an email to AdminPulse@syneton.be. Only when the customer explicitly requests this in the context of the helpdesk (cf. article 13), SYNETON shall grant other employees exceptional access to the Input Data with a view to a quick and targeted solution of the customer's problem.
SYNETON acts as a facilitator for the processing of the Input Data of the customer, and should therefore be considered as a mere processor. The customer is and remains the final responsible for his processed Input Data and its content. The processing via SYNETON may take place anywhere in the world, and by means of the techniques that it itself considers sufficient for this purpose.
Each customer shall be obliged to grant the necessary confidentiality to its Input Data and shall ensure that this is also observed by third parties to whom it grants access to its user account, without prejudice to the provisions of Article 5.
SYNETON can in no case be held responsible for the loss or incorrect use of the Input Data of its customers, except when this is solely due to its obvious error.
SYNETON shall only grant access to its customer's Input Data to third parties when it is legally obliged to do so and legally requested to do so (for example, in the context of a legal investigation or when it is required to do so by judgment). Any cost or damage to SYNETON caused by such access shall be borne by the customer.
14.2 WITH REGARD TO THE COOPERATION
All information (such as, but not limited to, company data, customer lists or payroll data) exchanged between SYNETON and a (potential) customer prior to a cooperation between the parties to explore the possibilities of a possible cooperation will be treated as confidential by each of the receiving parties. The same obligation shall apply to all information exchanged between the Parties during the course of their cooperation. This obligation of confidentiality shall in no event, however, have the effect that ideas discussed between parties that may serve to improve or extend SYNETON's services may not be subsequently developed by and on behalf of SYNETON and subsequently marketed, to the exclusion of any claim by the customer.
The receiving party may only disclose this confidential information to its employees to the extent that they need to have knowledge thereof in order to realize a possible cooperation. Each of the receiving parties shall be bound by an obligation of permanent confidentiality, unless the enhanced information has become public through no fault of the receiving party, or the receiving party is legally obliged to disclose it. Each of the receiving Parties undertakes not to exploit or apply the information in any way whatsoever for any purpose other than to investigate a possible cooperation between the Parties.
Neither Party shall seek nor permit any other Party to seek intellectual property protection, wherever in the world, with respect to the information further enhanced to it, except with the express consent of the providing Party.
In the event of a breach of the obligations of this subarticle, this mere fact will result in an immediately due and payable compensation of 750.00 EUR per breach in favour of the providing party, without prejudice to the right to compensation for the actual damage suffered.
Except in the case of fraud or wilful misconduct, SYNETON shall not be held contractually or non-contractually liable for any indirect, immaterial or consequential damages suffered by the customer as a result of any failure by SYNETON to perform its obligations to the customer.
SYNETON shall in no event permit the use of AdminPulse and its Services for, among other things, but without limitation, illegal or unlawful purposes, or for the transfer of data that illegally, defamationally, infringes someone's privacy, is offensive, threatening, harmful or infringes someone's intellectual property rights.
The destination of the use of AdminPulse and the Services is the full responsibility of the customer. Under no circumstances does the customer guarantee to use AdminPulse or the Services for the transfer of "junk mail", "spam", "chain mail", "phishing" or other undesired mass distribution of email. The use of AdminPulse and the Services and (the downloaded material through the use of AdminPulse and the Services) is at the customer's own risk. The customer hereby expressly acknowledges that AdminPulse and the Services are provided by SYNETON without any representations or warranties, express or implied. For example, SYNETON makes no warranties with regard to this AdminPulse and the Services or the information provided thereby.
Without limiting the generality of the preceding paragraph, SYNETON does not warrant that: (i) AdminPulse and/or the Services and/or Website will be continuously available, virus-free, timely or completely secure, or (ii) the information provided by AdminPulse and the Services is complete, correct, accurate or not misleading. SYNETON cannot be held liable for any damage that may arise from this on the part of the customer.
The customer is in any case responsible for any damage to his computer program or wireless equipment after use of AdminPulse and the Services. All statements on the Website itself relating to the reliability and security of AdminPulse and the Services constitute a mere description of SYNETON's obligation to perform to the best of its ability. SYNETON will thus at all times act to the best of its ability and in its own discretion. SYNETON always refers to the contents of these General Terms and Conditions for further explanation of the entries on the Website.
A customer is not expected to provide (confidential) information/data (for example an Excel sheet with data) to SYNETON in any way or for any reason whatsoever. If this is deviated from by the customer's express actions, the customer acknowledges to act entirely at his own risk. In this case, SYNETON does not guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the Input Data.
SYNETON shall under no circumstances be obliged to compensate indirect, special or consequential damages, business losses, loss of income, loss of profit or expected savings, loss of contracts or business relationships, loss of reputation or goodwill, loss or damage to information or data, or any other damage caused by the use of AdminPulse and the Services. This limitation of liability also applies after SYNETON has been expressly advised of the customer's potential loss. Nor shall SYNETON be liable for defects that are directly or indirectly caused by an act of the customer or of a third party, regardless of whether these are caused by error or negligence.
SYNETON's liability shall in any event be limited to the amount for which SYNETON is insured and in any case to the liability imposed by law.
The customer acknowledges that SYNETON does not warrant that AdminPulse and the Services will comply with the regulations or requirements applicable in any jurisdiction, other than the regulations or requirements applicable in Belgium at the time of delivery to the customer by SYNETON, so that SYNETON cannot be held responsible for subsequent legislative changes of any kind.
16. FORCE MAJEURE
If SYNETON, due to force majeure, is unable to perform its obligations under the Agreement or unreasonably worsens the performance thereof, it shall be entitled to suspend the performance thereof in whole/in part and temporarily for the duration of this force majeure or permanently, without being obliged to give notice and to pay damages. If necessary, SYNETON shall undertake to renegotiate the terms of the Agreement within reason.
Are conventionally considered as cases of force majeure, among others: seizure, illness or unavailability of a substantial part of the employees, natural disaster, war, blockade, insurrection, strike or lock-out, seizure, shortage of means of transport, scarcity of services, restrictions on energy consumption and this either at SYNETON or at one of its suppliers.
17. INTELLECTUAL RIGHTS
SYNETON confirms that it has the necessary licenses or other intellectual property protection and rights to offer its range of services, including AdminPulse. SYNETON retains all copyrights, trademark rights or rights granted to it in respect of the service description, programs, software, concepts, texts, designs, drawings, models, photographs and services drawn up by it. The customer is prohibited from making use of and/or making changes to the intellectual property rights as described in this article without the prior, express and written permission of SYNETON, nor from copying or using the services and/or the rights for purposes other than those for which they are intended.
18. PERSONAL DATA
The customer authorizes SYNETON to include the customer's personal data in an automated database. SYNETON hereby acts in accordance with the Belgian Act of 8 December 1992 on the processing of personal data.
These data shall be used for the purpose of conducting information or promotional campaigns in connection with the services and/or services offered by SYNETON within the framework of the contractual relationship between SYNETON and the customer.
The customer may at any time request the communication and correction of his data. If the customer no longer wishes to receive commercial information from SYNETON, the customer must inform SYNETON accordingly.
19. GENERAL PROVISIONS, APPLICABLE RIGHTS and AUTHORITY
These General Terms and Conditions and the Agreements are subject to Belgian law. For any disputes regarding the interpretation, validity or execution of these General Terms and Conditions and the Agreements and related disputes regarding tort, only the courts of the judicial district where SYNETON has its registered office shall have jurisdiction, unless SYNETON explicitly deviates from this.
The original language of these Terms and Conditions is Dutch. Translations or documents drawn up in another language shall always constitute a mere encore to the customer.
The nullity or unenforceability of one or more provisions of these General Terms and Conditions and the Agreements shall not affect the application of the remaining provisions thereof. Where appropriate, SYNETON and the customer shall, as far as possible and in accordance with their loyalty and conviction, negotiate to replace the invalid provision with an equivalent provision.