Syncly Trust Center

Customer Agreement

Syncly Pty Ltd (ABN 82 647 348 543) (‘Syncly’) current as at 7th February 2022

1. Services

1.1     In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

2. Commencement

2.1      We will commence the provision of the Services within a reasonable time after the latter of:

(a)      the Commencement Date;

(b)     to the extent the Fees are required in advance, we receive payment in full of the Fees; and

(c)      you providing us with any information that we require in order to provide the Services to you (for example, [API keys, user Information, configuration preferences]). 

3. Software Services Licence

3.1       Subject to your compliance with the terms of this Agreement, we grant you (and any Authorised Users) a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Software Services for Term (Licence).

3.2      As part of the Licence, in order to access the APIs necessary for the Software Services, we may grant you a unique API key, tokens, passwords and/or other credentials (collectively, Keys). You will be responsible for maintaining the secrecy and security of the Keys and you will be fully responsible for all activities that occur using the Keys.

3.3      We may offer you a free trial, access to beta versions or certain software at no charge (Trials). Any trial period can change at any time without notice and may be subject to additional terms and conditions. We have the right to terminate any Trial if you are found to be misusing the software or services. You agree that any pre-release or beta software is still under development and as such is likely to contain more errors or bugs than other software. To the maximum extent permitted by law, we disclaim all Liability and you release us from all Liability with respect to any Trial.

4. Restrictions on use

4.1     You must not (and must ensure that any Authorised Users do not) access or use the Software Services except as permitted by the Licence and you must not and must ensure that any other person (including an Authorised User) does not:

(a)   use the Software Services in any way that breaches any applicable Laws or infringes any person’s rights, including Intellectual Property Rights (and privacy rights);

(b)    use the Software Services in any way that damages, interferes with or interrupts the supply of the Software Services;

(c)     sell, transfer, sublicense or otherwise disclose the Keys to any other party or use them with any other application or for any other purpose other than for accessing the Software Services;

(d)     introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;

(e)    allow others to access or use your/their Account, password or authentication details;

(f)      where we provide Self Hosted Software Services, compromise the physical and administrative security of the Software Services;

(g)    continue to use the Software Services after termination of their employment and/or relationship with you;

(h)    use the Software
Services to carry out security breaches or disruptions of a network. This includes accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(i)      where we provide Cloud Software Services, use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Software Services;

(j)      where we provide Cloud Software Services, use the Software Services to circumvent user authentication or security of any of our networks, accounts or hosts or those of members or suppliers;

(k)    use the Software Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; and

(l)      send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”).

5. Accounts

5.1    In order to set up Accounts for you and each Authorised User to access and use the Services, including the Software Services, you will need to provide us with certain information (for example, names and email addresses).

5.2    You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.

5.3    It is your responsibility to keep and ensure that any Account details remain confidential. You are responsible for all activity on your Account and all activity by any Authorised User on their Accounts, and for ensuring that any activities on any Accounts comply with this Agreement.

5.4   We are not responsible for the management or administration of your Account or your Authorised Users.

6. Authorised Users

6.1 You agree that the Licence permits you to access and use the Software Services in accordance with the number of Authorised Users, as set out in the Order Form (see “Services”).

6.2  You may, at any time, request an increase in the number of Authorised Users by submitting this request in writing to us. We may, in our sole discretion, agree to such request subject to you agreeing to any proposed increase in the Fees.

6.3   You agree that we will require every Authorised User to enter into an end user licence agreement (EULA) with us in the form we provide to you.

7. Access and availability (applicable to Cloud Software Services only)

7.1   We agree to use commercially reasonable endeavors to ensure the Software Services available and accessible during the Term.

7.2.  During the Term, from time to time, we may perform scheduled and emergency maintenance and updates in relation to the Software Services. You agree that access to, or the functionality of all or part of the Software Services, may need to be suspended for a time in order for us to do this.

7.3.  We will endeavor to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Software Services.

8. Additional Services

8.1   You may request Additional Services, including support and assistance on a consultancy basis or bespoke customisation to the scope or functionality of the Services, by providing written notice (including by email) to us.

8.2  We may, at our discretion, provide you with written notice in the form of a scope of services, a proposal or a statement of work (as applicable) covering the Additional Services requested and any further fee required for us to undertake the Additional Services.

8.3  If you agree to the scope of services, proposal or statement of work (as applicable), for the Additional Services, then we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.

9. Updates, fixes and variations to the Services

9.1   As and when updates, changes and fixes in relation to the Software Services are developed and become available, we will provide these to you at no additional cost and where we provide Self Hosted Software Services, you agree to do all things reasonably required to ensure that the updates and fixes are promptly and properly installed.

9.2 In relation to changes to the Software Services that would substantially and adversely affect your use and enjoyment of the Software Services, we agree to:

        a)    not make such changes until after the Initial Term; and

        b)    provide you with the details of any such change at least [60] days prior to the change taking place or the update or fix being made available to you.

9.3.  On receiving notice under clause 2(b), you may choose to terminate this Agreement in accordance with clause 26.2(b)(2).

10. Variations to the Fees

10.1 You agree that we may vary the Fees by providing written notice to you of such variation and the new Fees will take effect on and from the end of the then Term and prior to the next automatic extension (in accordance with the “Term” item in the Order Form).

10.2 If you do not agree to any Fee variation, you may terminate this Agreement at the end of the then Term and prior to the next automatic extension, by providing notice as set out in the “Term” item in the Order Form.