Effective Date: [Date to be inserted]
Last Updated: March 2026
These Terms of Service ("Terms" or "Agreement") are a legally binding contract between you ("Customer", "you", or "your") and Synckony Pty Ltd (ABN [to be inserted]) ("Synckony", "we", "us", or "our"). These Terms govern your access to and use of the Synckony platform, including all associated services, APIs, integrations, dashboards, documentation, and any related content (collectively, the "Service").
By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organisation, or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" or "Customer" refer to that entity.
If you do not agree to these Terms, do not access or use the Service.
1. Definitions
"Account" means the registered account you create to access and use the Service, including any sub-accounts associated with it.
"Account Information" means the information you provide when registering for an Account, including your name, email address, company name, billing details, and any other information required during registration.
"Agency Account" means an Account created by a digital agency, ecommerce consultancy, or similar service provider for the purpose of managing one or more Connected Stores on behalf of their clients.
"App Partner" means a third-party application provider that integrates with or through the Service, whether as an app already integrated with a Connected Platform or as a new app seeking integration.
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, technology, pricing, customer lists, and financial information.
"Connected Platform" means the third-party ecommerce platform to which you connect your store via the Service (currently Maropost Commerce Cloud / Neto, with additional platforms as they become available).
"Connected Store" means a store on a Connected Platform that has been connected to the Service via an API key or OAuth credentials.
"Customer Content" means any data, information, or content that you submit, upload, or transmit to or through the Service, including your Connected Store data (products, orders, customers, inventory, and other resource data), configuration settings, and Account Information.
"Documentation" means the user guides, API reference, help articles, tutorials, and other technical documentation made available by Synckony in connection with the Service, as updated from time to time.
"Event" means a webhook notification generated by the Service when a change is detected in a resource on a Connected Store.
"Fees" means all charges applicable to your use of the Service, including subscription fees, polling frequency fees, event delivery fees, and any other usage-based charges, as described on the Synckony pricing page and in Section 5.
"Integration" means a pre-built connection between the Service and a third-party application that translates Synckony Events into the specific API calls, data formats, or workflows required by that application.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, service marks, trade secrets, trade dress, design rights, database rights, rights in know-how, and any other intellectual property rights (whether registered or unregistered, and including all applications for and renewals or extensions of such rights) in any jurisdiction.
"Laws" means all applicable laws, regulations, rules, orders, and governmental requirements, including without limitation the Australian Privacy Act 1988 (Cth), the Australian Consumer Law, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act ("CCPA"), and any other applicable data protection, privacy, or consumer protection legislation.
"Order" means an order for the Service placed by you through the Synckony platform, including the selection of a pricing plan and any add-ons.
"Permitted Users" means your employees, contractors, and authorised agents who are permitted to access and use the Service on your behalf.
"Service" has the meaning given in the preamble.
"Shadow State" means the fingerprint-based record maintained by Synckony to detect changes in Connected Store resources. The Shadow State stores only cryptographic hashes (xxHash64 fingerprints), not the underlying resource data.
"Subscription Term" means the period during which you have an active paid subscription to the Service, as specified in your Order.
"Synckony Credits" means credits earned by a Customer through the Synckony Credits Programme (as described in Section 6) that may be applied to offset Fees.
"Third-Party Services" means any third-party applications, platforms, services, or websites that you access or connect to through the Service, including Integrations and Connected Platforms.
2. The Service
2.1 Description
The Service is a middleware platform that: (a) polls Connected Platform APIs on behalf of Customers to detect resource changes; (b) delivers webhook notifications (Events) to subscribed endpoints when changes are detected; and (c) provides pre-built Integrations that connect Connected Stores with third-party applications. The Service also includes a web-based dashboard, REST API, and associated Documentation.
2.2 Licence to Use
Subject to your compliance with these Terms and payment of applicable Fees, Synckony grants you a non-exclusive, non-transferable, non-sublicensable (except to Permitted Users), revocable, limited licence to access and use the Service during the Subscription Term solely for your internal business operations and in accordance with the Documentation.
2.3 Account Registration
To use the Service, you must register for an Account. You must provide accurate, current, and complete Account Information and keep it updated. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify Synckony immediately of any unauthorised use of your Account.
2.4 Account Types
The Service supports the following Account types:
(a) Merchant Accounts — for owners or operators of a Connected Store.
(b) Agency Accounts — for agencies managing one or more Connected Stores on behalf of their clients. Agency Accounts may onboard and manage multiple Connected Stores.
(c) App Partner Accounts — for third-party application providers that integrate with or through the Service, including:
- Apps already integrated with a Connected Platform that wish to enhance their integration via Synckony's webhook infrastructure; and
- Apps not yet integrated with a Connected Platform that wish to reach Connected Platform merchants through Synckony.
2.5 Permitted Use
You may use the Service only for lawful purposes and in accordance with these Terms, the Documentation, and all applicable Laws. Access to the Service is limited to your Permitted Users. You are responsible for your Permitted Users' compliance with these Terms.
2.6 Restrictions
You shall not (and shall not permit any third party to):
(a) rent, lease, lend, sell, sublicence, assign, distribute, publish, transfer, or otherwise make the Service available to any third party, except as expressly permitted under these Terms;
(b) use the Service to develop a product or service that is substantially similar to or competitive with the Service;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent expressly permitted by applicable law;
(d) copy, modify, or create derivative works of the Service, Documentation, or any component thereof;
(e) remove, alter, or obscure any proprietary notices, labels, or markings on the Service;
(f) access or use the Service in a manner that exceeds reasonable usage levels or that constitutes abuse of the Service infrastructure (including excessive API calls, automated scraping, or denial-of-service activity);
(g) use the Service to store, transmit, or process any data that you do not have the right to collect, use, or share, or that violates any third party's rights;
(h) use the Service to collect, store, or process Sensitive Personal Information (including health data subject to HIPAA, payment card data subject to PCI DSS, or biometric data) unless explicitly agreed in writing with Synckony;
(i) use the Service in violation of any Laws or any terms of service, acceptable use policies, or other agreements governing the Connected Platforms or Third-Party Services you access through the Service; or
(j) publicly disseminate performance benchmarks or other performance-related information regarding the Service without Synckony's prior written consent.
2.7 Connected Platform API Keys
You are solely responsible for generating, managing, and securing the API keys used to connect your store to the Service. Synckony stores your API keys in encrypted form and uses them only to perform the polling and data retrieval operations necessary to provide the Service. You acknowledge that you must configure appropriate permissions (typically READ-only access) on your API keys and that granting excessive permissions may create security risks for which Synckony is not responsible.
2.8 Service Availability
Synckony will use commercially reasonable efforts to make the Service available in accordance with the uptime targets published on the Synckony status page. The Service is provided on an "as available" basis and Synckony does not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated via the Synckony dashboard or status page with reasonable advance notice where practicable.
2.9 Modifications to the Service
Synckony reserves the right to modify, update, or discontinue any feature or component of the Service at any time. If a modification materially reduces the functionality of the Service to which you have subscribed, Synckony will provide you with at least 30 days' prior written notice. Your continued use of the Service after such notice constitutes acceptance of the modification.
3. Customer Content and Data
3.1 Ownership
As between you and Synckony, you retain all right, title, and interest in and to your Customer Content. These Terms do not grant Synckony any ownership rights in your Customer Content.
3.2 Licence to Synckony
You grant Synckony a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display, modify, and create derivative works of your Customer Content, but only to the extent necessary to provide and improve the Service and any related support. This includes exchanging Customer Content between your Connected Store and Third-Party Services as configured by you through the Service.
3.3 Shadow State Data
You acknowledge and agree that Synckony maintains a Shadow State consisting of cryptographic fingerprints (xxHash64 hashes) of your Connected Store resource data. The Shadow State does not contain the underlying resource data itself — only hashes used for change detection. Synckony retains Shadow State data for as long as your Account remains active and for a reasonable period following Account termination to facilitate data integrity.
3.4 Customer Responsibilities
You are solely responsible for:
(a) the accuracy, quality, integrity, and legality of your Customer Content;
(b) obtaining all necessary rights, consents, and permissions to collect, share, and use Customer Content as contemplated by these Terms, including any consents required under applicable privacy laws;
(c) ensuring that your use of the Service and any Integrations complies with the terms of service, privacy policies, and acceptable use policies of the Connected Platform and any Third-Party Services;
(d) configuring the Service appropriately for your business needs, including selecting polling frequencies, enabling or disabling Integrations, and setting up webhook endpoints; and
(e) backing up your Customer Content. Synckony is not a backup service and does not guarantee the preservation of Customer Content beyond the operational requirements of the Service.
3.5 Data Processing
Where Synckony processes personal data on your behalf in connection with the Service, the terms of Synckony's Data Processing Addendum ("DPA"), available at https://synckony.com.au/dpa, shall apply and are incorporated into these Terms by reference. The DPA sets out the parties' obligations with respect to data protection, including the processing of personal data under applicable data protection laws (including the GDPR and the Australian Privacy Act 1988).
3.6 No Sensitive Personal Information
You specifically agree not to use the Service to collect, store, process, or transmit any Sensitive Personal Information, including data subject to HIPAA, PCI DSS, or similar regulations, unless expressly agreed in writing with Synckony. Synckony shall have no liability for any Sensitive Personal Information processed through the Service in violation of this section.
3.7 Aggregated and De-Identified Data
Synckony may collect and use aggregated and de-identified data derived from your use of the Service for the purposes of improving the Service, generating analytics, and producing industry benchmarks. Such data will not identify you or any individual and may be used by Synckony without restriction.
4. Third-Party Services and Integrations
4.1 Third-Party Services
The Service enables you to connect to and exchange data with Third-Party Services. Your use of any Third-Party Service is governed by the terms, privacy policies, and other agreements between you and the provider of that Third-Party Service. Synckony is not a party to and has no liability for any Third-Party Service.
4.2 Integrations
Synckony provides pre-built Integrations with certain Third-Party Services. These Integrations are provided for convenience and are offered "as is" without warranty. Synckony does not guarantee the continued availability, accuracy, or functionality of any Integration and is not responsible for any changes made by the Third-Party Service provider that may affect the Integration.
4.3 Authorisation
By enabling an Integration or connecting a Third-Party Service through the Service, you authorise Synckony to access your accounts with such Third-Party Service for the purposes described in these Terms and the Documentation. You are responsible for ensuring that you have the right to grant such access and that doing so does not violate any agreement between you and the Third-Party Service provider.
4.4 No Endorsement
The availability of an Integration or the inclusion of a Third-Party Service in the Synckony catalog does not constitute an endorsement, recommendation, or guarantee by Synckony of that Third-Party Service. Synckony does not control and is not responsible for the quality, reliability, privacy practices, or data handling of any Third-Party Service.
5. Fees and Payment
5.1 Pricing Plans
The Service is offered through pricing plans as described on the Synckony pricing page at https://synckony.com.au/pricing. Your specific plan and any applicable usage limits will be identified at the time you subscribe. Synckony offers a Starter plan and paid plans.
5.2 Subscription Fees
If you subscribe to a paid plan, you agree to pay the subscription fees specified for that plan. Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of subscription.
5.3 Usage-Based Fees
In addition to subscription fees, the Service includes usage-based components (polling frequency fees per resource type per store, and event delivery fees). Usage-based fees are calculated and billed monthly in arrears based on your actual usage during the preceding billing period.
5.4 Billing and Payment
All Fees are stated in and payable in Australian Dollars (AUD) unless otherwise specified. Payments are processed via our third-party payment processor (currently Stripe). By providing payment information, you authorise Synckony (and its payment processor) to charge your payment method for all Fees due. You are responsible for keeping your payment information current.
5.5 Taxes
All Fees are exclusive of applicable taxes, including Australian Goods and Services Tax (GST) and any other sales, use, value-added, or similar taxes. You are responsible for paying all taxes associated with your use of the Service, except for taxes on Synckony's net income.
5.6 Late Payment
If any payment is overdue, Synckony may: (a) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law; (b) suspend access to the Service until payment is received; and (c) recover any reasonable costs incurred in collecting overdue amounts, including legal fees.
5.7 Price Changes
Synckony may change its pricing at any time by providing at least 30 days' prior notice to you (via email, the Synckony dashboard, or the pricing page). Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to the new pricing, your sole remedy is to cancel your subscription before the new pricing takes effect.
5.8 Refunds
Fees are non-refundable, except: (a) where required by applicable law (including the Australian Consumer Law); or (b) if Synckony terminates your Account without cause, in which case Synckony will provide a pro-rated refund of any pre-paid unused subscription fees for the terminated portion of the Subscription Term.
5.9 Starter Plans and Trials
Starter plans and trial periods are subject to the terms specified at the time of enrolment. Synckony reserves the right to modify or discontinue Starter plans or trials at any time. No refund obligations apply to Starter plans or trials.
5.10 App Partner Billing on Behalf of Merchants
App Partners may elect to pay Fees on behalf of a Merchant who does not have their own paid Synckony Account, subject to the following conditions:
(a) The App Partner assumes billing responsibility only for the specific Merchant and only until that Merchant subscribes to their own paid plan;
(b) Once the Merchant subscribes to their own paid plan, billing responsibility transfers to the Merchant;
(c) The App Partner's payment obligation is limited to the Fees incurred for the specific Merchant on whose behalf they are paying; and
(d) The App Partner acknowledges that billing on behalf of a Merchant does not create any agency, partnership, or employment relationship between the App Partner and Synckony.
6. Synckony Credits Programme
6.1 Overview
Synckony offers a credits programme ("Synckony Credits Programme") that allows eligible Customers to earn credits ("Synckony Credits") that may be applied to offset Fees.
6.2 Earning Credits
Synckony Credits may be earned through the following mechanisms:
(a) Integration Commission Credits: When a Customer installs a third-party application through the Synckony Integration catalog and subsequently subscribes to a paid plan with that application, and Synckony receives a partner commission from the application provider as a result, Synckony will credit the Customer's Account with 25% of the commission revenue Synckony receives attributable to that Customer's subscription.
(b) Referral Credits: When a Customer refers another merchant to Synckony (using a unique referral mechanism provided by Synckony) and the referred merchant creates an Account and incurs Fees, the referring Customer will receive a credit equal to 25% of the revenue Synckony generates from the referred merchant's Account. Referral Credits accrue monthly for as long as the referred merchant remains an active, paying Synckony customer.
6.3 Application of Credits
(a) Synckony Credits are applied as balance reductions on the Customer's next billing cycle.
(b) Synckony Credits accumulate and carry forward to subsequent billing cycles. Credits do not expire while the Customer's Account remains active.
(c) Synckony Credits are non-transferable, non-refundable, and may not be exchanged for cash or any other form of payment.
(d) If a Customer's Synckony Credits balance exceeds the Fees due in a billing cycle, the excess balance carries forward.
6.4 Programme Modifications
Synckony reserves the right to modify, suspend, or terminate the Synckony Credits Programme (including credit percentages, earning mechanisms, and redemption terms) at any time by providing at least 30 days' prior written notice. Accrued Credits will be honoured in accordance with the terms in effect at the time they were earned.
6.5 Abuse
Synckony reserves the right to suspend or revoke Synckony Credits, or to terminate a Customer's participation in the Synckony Credits Programme, if Synckony reasonably determines that the Customer has engaged in fraudulent, abusive, or manipulative conduct in connection with the programme (including self-referrals, fake accounts, or commission fraud).
7. Intellectual Property
7.1 Synckony IP
The Service, including all software, algorithms, interfaces, designs, Documentation, trademarks, service marks, logos, and other materials (collectively, "Synckony IP"), is owned by Synckony or its licensors and is protected by Intellectual Property Rights. Except for the limited licence granted in Section 2.2, these Terms do not grant you any rights in or to the Synckony IP.
7.2 Customer IP
Subject to the licence granted in Section 3.2, Synckony acquires no Intellectual Property Rights in your Customer Content or any materials you provide in connection with your use of the Service.
7.3 Feedback
If you provide Synckony with any feedback, suggestions, ideas, or proposals regarding the Service ("Feedback"), you grant Synckony an irrevocable, non-exclusive, royalty-free, worldwide licence to use, copy, modify, distribute, and incorporate the Feedback into the Service or any other Synckony product or service, without any obligation to you.
7.4 Trademarks
Neither party grants the other party any rights to use its trademarks, service marks, or logos without prior written consent. Notwithstanding the foregoing, Synckony may identify you as a customer and display your name and logo in customer lists and marketing materials, unless you notify Synckony in writing that you do not wish to be identified.
8. Confidentiality
8.1 Protection
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who need access and are bound by confidentiality obligations at least as restrictive as these Terms; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.
8.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.
8.3 Required Disclosure
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party's reasonable efforts to seek protective treatment.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) the execution and performance of these Terms does not violate any other agreement to which it is a party; and (c) it will comply with all applicable Laws in connection with these Terms.
9.2 Customer Warranties
You represent and warrant that: (a) all Account Information you provide is accurate and complete; (b) you have all necessary rights, consents, and permissions to provide your Customer Content and to use the Service as contemplated by these Terms; (c) your use of the Service will not violate any third party's Intellectual Property Rights or other rights; and (d) you will comply with the terms of service and acceptable use policies of all Connected Platforms and Third-Party Services you access through the Service.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". SYNCKONY AND ITS SUPPLIERS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SYNCKONY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.
SYNCKONY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA RETRIEVED FROM CONNECTED PLATFORMS OR DELIVERED THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT THE SERVICE DEPENDS ON THIRD-PARTY APIS AND INFRASTRUCTURE THAT ARE OUTSIDE SYNCKONY'S CONTROL.
NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT, OR REMEDY CONFERRED ON YOU BY THE AUSTRALIAN CONSUMER LAW (SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH)) OR ANY OTHER APPLICABLE LAW THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED BY AGREEMENT.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNCKONY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SYNCKONY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).
10.3 Exceptions
The limitations in Sections 10.1 and 10.2 do not apply to: (a) your obligation to pay Fees; (b) either party's indemnification obligations under Section 11; (c) either party's breach of Section 8 (Confidentiality); (d) your breach of Section 2.6 (Restrictions); or (e) any liability that cannot be limited or excluded under applicable law (including liability under the Australian Consumer Law).
10.4 Basis of the Bargain
Each party acknowledges that the limitations set out in this Section 10 reflect a fair allocation of risk and form an essential basis of the bargain between the parties. Each party agrees that these limitations shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
11. Indemnification
11.1 Your Indemnification
You agree to indemnify, defend, and hold harmless Synckony and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your Customer Content; (b) your breach of these Terms; (c) your violation of any Laws; (d) your use of the Service in a manner not authorised by these Terms; or (e) any dispute between you and a Third-Party Service provider.
11.2 Synckony's Indemnification
If you are a paying subscriber, Synckony will defend you against any third-party claim alleging that your authorised use of the Service infringes a valid Australian patent, registered trademark, or copyright, and Synckony will pay all damages finally awarded against you (or the amount of any settlement Synckony enters into) with respect to such claim, provided that you: (a) promptly notify Synckony in writing; (b) give Synckony sole control of the defence and settlement; and (c) provide Synckony with all reasonable assistance.
This indemnification does not apply to claims arising from: (i) your Customer Content; (ii) use of the Service in combination with materials not provided by Synckony; (iii) use of a non-current version of the Service if the claim would have been avoided by using the current version; or (iv) use of the Service outside the scope of these Terms.
11.3 Exclusive Remedy
This Section 11 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third-party claim described in this section.
12. Term and Termination
12.1 Term
These Terms commence on the date you first create an Account or access the Service and continue until terminated in accordance with this Section 12.
12.2 Termination by Customer
You may terminate these Terms at any time by cancelling your subscription through the Synckony dashboard and ceasing all use of the Service. Cancellation takes effect at the end of your current billing cycle. No refund is provided for unused time in the current billing cycle (except as required by applicable law).
12.3 Termination by Synckony for Cause
Synckony may terminate these Terms (including all Orders) immediately upon written notice if you: (a) fail to cure a material breach of these Terms within 14 days after receiving notice of the breach; (b) fail to pay Fees when due and do not remedy the default within 7 days after receiving notice; (c) become insolvent, enter into administration, receivership, liquidation, or any similar proceeding; or (d) engage in conduct that Synckony reasonably determines constitutes abuse of the Service or fraud.
12.4 Termination by Synckony without Cause
Synckony may terminate these Terms for any reason by providing you with at least 30 days' prior written notice. In such case, Synckony will provide a pro-rated refund of any pre-paid unused subscription fees for the terminated portion of the Subscription Term.
12.5 Effect of Termination
Upon expiration or termination of these Terms:
(a) Your access to the Service (including your Account, Customer Content stored in the Service, and all Integrations) will cease;
(b) You must immediately cease all use of the Service and destroy any copies of Documentation in your possession;
(c) Synckony will retain your Customer Content for 30 days following termination to allow you to request an export. After this period, Synckony may permanently delete your Customer Content;
(d) Any outstanding Fees are immediately due and payable;
(e) Any accrued Synckony Credits that have not been applied prior to termination will be forfeited; and
(f) The following sections survive termination: 1 (Definitions), 3.1 (Ownership), 3.7 (Aggregated Data), 7 (Intellectual Property), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effect of Termination), 13 (General Provisions).
13. General Provisions
13.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia, for any disputes arising out of or in connection with these Terms.
13.2 Dispute Resolution
Before initiating any legal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of at least 30 days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may initiate legal proceedings in accordance with Section 13.1.
13.3 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labour disputes, internet or telecommunications failures, or failures of third-party infrastructure providers.
13.4 Assignment
You may not assign or transfer these Terms or any of your rights or obligations hereunder without Synckony's prior written consent. Synckony may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.
13.5 Notices
All notices under these Terms shall be in writing and shall be delivered by email. Notices to Synckony shall be sent to [email protected]. Notices to you shall be sent to the email address associated with your Account. Notices are deemed received upon delivery.
13.6 Entire Agreement
These Terms, together with any applicable Order, the DPA, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written.
13.7 Amendments
Synckony may amend these Terms from time to time by posting the amended terms on the Synckony website or by providing notice to you. Material changes will be communicated at least 30 days prior to taking effect. Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, your sole remedy is to terminate your Account before the amended Terms take effect.
13.8 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
13.9 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.
13.10 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties.
13.11 Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights. No person or entity other than the parties to these Terms may enforce any provision of these Terms.
13.12 Export Compliance
You agree to comply with all applicable export control laws and regulations in connection with your use of the Service, including the Australian Defence Trade Controls Act 2012 and any applicable United States export control laws.
13.13 Anti-Corruption
Each party represents and warrants that it has not and will not, in connection with these Terms, directly or indirectly, offer, pay, promise to pay, or authorise payment of any money or anything of value to any government official, political party, or candidate for public office for the purpose of influencing any act or decision or securing any improper advantage.
14. Contact
If you have questions about these Terms, please contact us at:
Synckony Pty Ltd
Email: [email protected]
Website: www.synckony.com
*These Terms of Service were last updated in March 2026.*