Conditions

Cyncly Agreement Documentation

These terms and conditions (the “Conditions”) together with the Documentation (as defined below), constitute a binding legal agreement between you, as the Customer identified in the Order Form, and one of the Cyncly group of companies as identified in the Order Form as the Supplier.

Customer agrees that by either signing the Order Form or by accessing or using the Products (defined below) in any way, it is agreeing to be bound by the terms of the Agreement (defined below).

1.   DEFINITIONS AND INTERPRETATION

In this Agreement, the following definitions apply:

“Access Rights” means the contractual rights to use a Product and/or Third Party Software granted to the Customer by Cyncly comprising:

a) the relevant provisions in the Documentation;

b) the specific rules set out in a Documentation (different Products may have different rules regulating their use); and

c) the quantity of Access Rights agreed in the Order Form as may be amended by the appropriate Invoice to any additional rights;

“Account Suspension” means pausing services and/or revoking access to the Customer for any Product and services due to non-payment of Fees and/or Expenses. The customer may, at Cyncly’s sole discretion, be responsible for any costs or out-of-pocket expenses incurred in reactivating normal operations once outstanding invoices have been fully paid;

“Affiliate(s)” means in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time, where ‘control’ means direct or indirect ownership of at least fifty percent (50%) of the voting shares of any body-corporate, or any comparable equity or ownership interest or the legal power to direct or cause the direction of the general management of any organisation (including any partnership, firm, trust, body corporate, government, government body, authority, agency, unincorporated body or association);

“Agreement” means a contract made between the Cyncly and the Customer by signing an Order Form or by accessing or using the Products in any way, with Documentation incorporated by reference;

“Architecture” means the fundamental principles affecting the design and operation of the Product which are described in the Documentation (the Architecture also affects the respective responsibilities of the Parties in relation to service management, information security, data back up, and disaster recovery);

“Authorised User(s)” means any person who is given permission by the Customer to use a Product subject to the relevant Access Rights, or otherwise gains access through the Customer’s user accounts or systems (including, but not limited to, laptops, desktops, workstations, mobile devices, consoles, network devices, and/or servers);

“Auto-Renew” or “Auto-Renewal” means the automatic extension of the Agreement for successive periods of one (1) Year each, unless either Party provides notice of termination in accordance with the Agreement's termination provisions. The Auto-Renewal commences immediately following the end of the initial Term or any subsequent renewal Term.

“Availability” means a type of Service Level associated with SaaS – the specific information about what is being measured and how it is measured is described in the relevant Documentation;

“Background IPRs” means Intellectual Property Rights created by Cyncly independently of an agreement (either before, during, or after the Agreement);

“Budget” means the financial plan or limit for Fees and Expenses agreed in the Agreement, which may include One Off Fees, Recurring Fees, Expenses, and Taxes, and which may be revised from time to time.

“Business Hours” means the normal business hours of Cyncly on any Day;

“Conditions” means an overarching set of rules which apply to all Agreements made between the Customer and Cyncly;

“Confidential Information” means any data, facts, knowledge, or insights, regardless of whether they are conveyed or received in written, oral, electronic, graphic, or other electronic formats, that belong to either the Customer or Cyncly and are intended to be kept confidential or private. This includes, but is not limited to, Customer Data, contractual agreements between the Parties, Product roadmaps, and any information explicitly stated or marked as ‘confidential’. Additionally, it encompasses information which, by its nature or the context in which it is presented, should reasonably be understood as confidential.

“Content” means organised information or other data or content in any format (typically existing as an electronic file) which is associated with the use of a Product, created by Cyncly, the Customer, or a third party;

“CSP”(or “Cloud Service Provider”) has the full meaning as a public cloud service provider (for example, but not exhaustively, Microsoft Azure, Google Cloud Platform, or AWS), providing services delivered over the internet, including access to virtual IT products, services and resources, management tools, and other services including information security, data back-up, and disaster recovery;

“Customer” means the individual or legal entity which is a Party to an Agreement with Cyncly, as identified in the Order Form. Additionally referred to as “you”;

“Customer Data” means all data (including Personal Data), information, or material that the Customer or Authorised User processes and/or stores using the Product;

“Customisation” means changes to the standard functionality of a Module, Optional Module, or features within a Module or Optional Module, or bespoke integration between the Product and third party systems (customisation may involve editing software code, writing new code, or changing the standard configuration of pre-existing forms, workflow, reports, interfaces, or other components used within a Product);

“Cyncly” means the member of the Cyncly group of companies specified as the ‘Supplier’ in the Order Form;

“Data Protection Law(s)” means all applicable data protection and privacy legislation in force as Law in the Location including, where applicable, the General Data Protection Regulation ((EU) 2016/679); the UK's Data Protection Act 2018; UK GDPR; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

“Documentation” means specifications, manuals, handbooks, maintenance libraries, and other publications or media identified as ‘Cyncly Agreement Documentation’ and supplied or made available to Customer or to which Customer has been given access to in connection with the Products or connected services. Documentation will include any Invoice, Order Form, Conditions, SOW, Special Terms, in connection with the Agreement between Cyncly and the Customer;

“Day” means a calendar day, other than a Saturday, Sunday, or public holiday in the Location;

“Deliverables” means the output from Professional Services which is to be provided by Cyncly to the Customer (the Deliverables may be described in a SOW (statement of work) or the Order Form);

“Effective Date” (also referred to as “Contract Signing Date”) means such date as is specified on the Order Form;

“EULA” (End User Licence Agreement) means a contract between the provider of Third Party Software and the Customer which regulates the use of the Third Party Software (a EULA may take various forms, including URLs or separate documents, referred to or attached to the Agreement, and a EULA may be updated from time to time);

“excl.” means ‘excluding’;

“Expenses” means costs and out-of-pocket expenses incurred by Cyncly and/or its representative when performing Professional Services, including, without limitation, travel, accommodation, communication, shipping & delivery costs, and subsistence. Any failure by Customer to pay any Expenses by the applicable due date shall be deemed a material breach of this Agreement;

“Fees” means fees which are payable by the Customer under the Agreement (Fees are either One Off Fees or Recurring Fees, and do not include Expenses). Any failure by Customer to pay any Fees by the applicable due date shall be deemed a material breach of this Agreement;

“Force Majeure” means any event outside the reasonable control of either Party affecting its performance of its obligations under the Agreement arising from acts, events, omissions, happenings, or non-happenings beyond its reasonable control and which are not attributable to any wilful act, neglect or failure to take reasonable preventative action by that Party, including denial of service attacks, hacking, internet outages, pandemics, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, or other natural disaster;

“Incident” means an unplanned interruption to an IT (Information Technology) system or service or material reduction in quality of the IT system or service;

“incl.” means ‘including’;

“Intellectual Property Rights” means all rights related to intangible property. This includes, but is not limited to, patents, utility models, and rights to inventions; copyright and related rights, along with moral rights; trademarks, both registered and unregistered, service marks, trade names, domain names, and rights in get-up, which denotes the unique visual appearance of a product or its packaging. Also encompassed are goodwill and the right to sue for passing off or unfair competition; rights in designs; rights in computer software, covering source code, object code, firmware, operating systems, and specifications; database rights; and rights to use and maintain the confidentiality of confidential information, including know-how and trade secrets. These rights apply whether they are registered or unregistered and include all applications, renewals, or extensions of these rights, rights to claim priority from them, and all similar or equivalent rights or forms of protection that are recognised or will be recognised in the future, anywhere in the world.

“Invoice” means a formal written statement issued by Cyncly to the Customer as per the billing frequency, which specifies the current pricing and payment responsibilities and reflects any adjustments to the price, Taxes, and number of Access Rights, Licences, Subscriptions, Maintenance, Professional Services, or Content under the Agreement.

“Law” means any law, legislation, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives, or requirements of any regulatory body with which the Customer and/or Cyncly is bound to comply;

“Licence” means where the Customer gets the benefit of Access Rights for a Product which permits the Customer to install the Product on IT infrastructure which is under the management or control of the Customer, in return for paying One Off Fees - Products which are subject to a Licence will be identified in the relevant Product Overview and Order Form (the Customer is required to purchase Maintenance and support when it purchases a Licence);

“Location” means the Customer’s country address identified on the Order Form;

“Maintenance” means a service provided by Cyncly involving the provision of a Service Desk (including processes for Incident management and Service Request management), Updates, and Upgrades in relation to a Product;

“Maintenance Term” means the period for which Maintenance is provided. The Maintenance Term shall be specified in the Order Form, starting on the Effective Date and renew automatically in line with the Term.

“Minimum Period” unless stated otherwise in the Order Form, means a period of 12 Months from the Effective Date;

“Month”, including “Monthly”, means the time span starting on the calendar day specified in the Effective Date and concluding on the day before the same calendar day in the following month. For the purposes of billing, notification, cancellation, and termination within the Agreement, a ‘Month’ or a ‘Monthly’ cadence is understood and calculated as a complete Month. This means that if any action, triggering a charge or obligation, occurs at any point during a Month, such charges and obligations shall apply for the entire duration of that Month.

“Order Form” means the purchase order entered into between Customer and Cyncly for the Products or services. All Order Forms should be referred to using the ‘Order Form Reference’ stated on the Order Form;

“Package” means a group of functions, features and/or capabilities related to a Product, which are identified in the relevant Documentation;

“Party” means a legally recognised individual or entity who enters into this Agreement and is bound by its terms, for which, the term “Parties” refers to all such individuals or entities collectively;

“Payment Date” means a due date for payment of Fees and Expenses in accordance with the Order Form and/or Invoice;

“Payment Terms” means the terms and conditions governing the payment of Fees and Expenses by the Customer to Cyncly in connection with the provision of the Product or other service, as set out in the Order Form and/or Invoice. Payment Terms may include, but are not limited to, the Payment Method identified on the Order Form, the Billing Procedure identified on the Order Form, any payment or billing schedule, the payment currency, the late payment fees, the interest rates, consumption tax, the billing and invoicing procedures, and any other applicable terms and conditions;

“Permitted Purpose” means Customer’s normal internal business purposes within set limits of business use and other limits specified in the Documentation;

“Personal Data” means information relating to a person, as defined by relevant Data Protection Laws;

“Prerequisites” means the minimum specification of technology which the Customer must fulfill in order to be able to use a Product (Prerequisites may include, without limitation, networks and connectivity, end-user devices and/or local servers, operating systems, or databases), and the Prerequisites are described in the relevant Documentation;

“Priority” means a classification of an Incident by the Service Desk as P1, P2, P3, or P4, based on its business impact – the Priority of an Incident is linked to the Service Level for Incident management and the Target Resolution Time;

“Product” means software, Content and/or services described in the Documentation and purchased by the Customer using an Order Form – Products may have different Access Rights, methods of delivery, Architecture, modules, optional modules, optional features, Service Levels, and other characteristics;

“Product ID” means a unique reference code applied to a Product;

“Product Overview” means a text included within the Documentation, available as either a document or online content, that outlines the key aspects of Cyncly’s specified product. It details the product's functionalities, target market, and applicable geographical regions, to ensure regional compliance. The text clarifies the commercial arrangement, including contracting terms, subscription details, and the duration of agreements. It specifies customer access rights, thus safeguarding intellectual property and setting usage boundaries. The document includes technical details like the product’s architecture, third-party software integrations, security management practices, and system prerequisites. It also delineates the implementation methodology, versioning information, service desk operations, and service level commitments for product availability.

“Professional Services” means a service requiring specialised skill and knowledge, including projects for set up and implementation of Products, consultancy, training, and/or creating or editing Content – Professional Services are usually described in an SOW (statement of work) and purchased by the Customer using an Order Form;

“Qty” means quantity;

“Rate Card” means a price list for Professional Services, which identifies the hourly or daily rate for particular staff roles;

“Recurring Fees” means ongoing Fees payable to Cyncly on a Monthly, quarterly, or annual basis – Recurring Fees will be set out in the Order Form;

“SaaS” (Software as a Service) means a service where the Customer can use the Product remotely over the internet, with the Product being hosted by a CSP and managed by Cyncly (Products which are subject to SaaS will be identified in the relevant Documentation);

“Sanctions” means any country or entity which is subject to economic or trade sanctions under the Law.

“Security Management Plan” means a framework for information security which is managed by Cyncly, which is applicable to certain Products and Contract types (for example, SaaS);

“Services” means the various product related support expected to run general Maintenance and support, and Professional Services explicitly specified in an SOW provided by Cyncly as specified in the relevant Documentation, or any other materials provided by Cyncly.

“Service Credits” means a mechanism by which the Customer receives a credit or rebate against the Recurring Fees if Cyncly’s performance fails to meet the Service Levels – where applicable to an Agreement and a Product, the Documentation sets out the Service Levels to which Service Credits apply, their financial value and how they are applied;

“Service Desk” means a single point of contact between Cyncly and the Customer in relation to Incidents and Service Requests affecting a Product (each Product Overview contains further information about Support Hours, channels of communication, Service Levels for Incident management, etc);

“Service Level” means the measurable standard of performance targets which Cyncly is required to meet in relation to Incident management and Availability (if applicable), as specified in the relevant Documentation;

“Service Request” means a request for information, advice, a standard change, or access to a service, in relation to a Product;

“Software” means the software specified on the Order Form excluding any Excluded Software (which may be provided subject to separate terms and conditions);

“SOW” (Statement of Work), means a document describing Professional Services to be provided by Cyncly – a SOW will describe the scope of the Professional Services and may include, without limitation, Deliverables, acceptance criteria, project plans, milestones, resource requirements, and other relevant information;

“Specific Terms” means legal rules which apply to a Contract for SaaS, Subscription, Professional Services, Licence, and Maintenance & Support:

a) The Order Form will identify which Specific Terms apply to the Product(s).

b) The Documentation also identifies the Specific Terms associated with the relevant Product (for example, SaaS).

c) An Order Form may identify one or more Specific Terms applicable to a Contract – for example, a Contract relating to a particular Product may contain Specific Terms for SaaS and Professional Services.

“Subscription” means an Agreement where the Customer gets the benefit of Access Rights and Maintenance & Support in return for paying the Recurring Fees (Products which are subject to a Subscription will be identified in the relevant Product Overview and Order Form);

“Supplier” means the legal entity which is a Party to the Agreement with the Customer, as identified in the Order Form;

“Supported Version” means a version of the Product which is subject to Maintenance and support, as specified in the Product Overview (older versions may not be covered by Maintenance and support);

“Support Hours” means the hours when the Service Desk can be contacted by the Customer in respect of an Incident or Service Request (the Support Hours are specified in the relevant Product Overview);

“Subscription” means any combination of the Software access rights, Content access rights, Software and Content updates, and standard Cyncly support during Business Hours specified as a Subscription in the Order Form;

“Target Resolution Time” means the desired resolution time which applies to Incidents and is based on addressing the underlying cause, or providing a temporary fix or workaround where it is not practical to fix the underlying cause without raising a problem ticket (the Target Resolution Time is associated with the Priority assigned to an Incident by the Service Desk and is specified in the relevant Product Overview);

“Taxes” means any consumption tax, levy, duty, fee, or other charge imposed by any governmental authority, including, without limitation, value-added tax, sales tax, goods and services tax, use tax, excise tax, withholding tax, or any other similar or equivalent tax, and any penalties or interest thereon, which Cyncly is legally obliged to collect from its customers in relation to the Agreement (different countries have different taxes (for example, sales tax, moms, TVA, VAT)). All prices and/or amounts which are specified in the Order Form are exclusive of any Taxes. Taxes will be itemised separately on the Invoice;

“Term” means the period commencing on the Effective Date, and refers collectively to the Duration specified in the Order Form, and the subsequent Auto-Renewals following the expiration of the Minimum Period;

“Third Party Software” means software (including Open Source) associated with a Product where the Intellectual Property Rights are owned by a third party outside the Cyncly group of companies – Third Party Software may be subject to a EULA and may change as a result of new releases or versions being made available or as a result of software development (where applicable, the Third Party Software will be specified in the relevant Product Overview);

“Training Services” means educational and instructional activities provided by Cyncly or its Affiliates to its customers. Training Services typically include a range of offerings such as interactive workshops, webinars, personalised coaching sessions, instructional materials, and online tutorials.

“Updates” means changes to the Product to correct design faults, make minor improvements to existing features, or fix bugs, which are made generally available to customers as part of Maintenance and support - Updates do not add material new functionality or features (which are considered as Upgrades);

“Upgrades” means the addition of new features and functionality to the Products which are made generally available to customers as part of Maintenance and support;

“Usage Data” means data relating to the way that the Customer and the Authorised Users use the Products, which is collected by Cyncly using the Products, cookies, and IT service management tools, for the purposes of improving its customers’ experience, service management, Product development, and information security;

“VAT” means Value Added Tax;

“Website” means https://www.compusoftgroup.com/documentation or any other such URL notified to Customer by Cyncly from time to time;

“Year” means a period of 12 months beginning on the Effective Date or any anniversary of the Effective Date.

2.   PRODUCTS

2.1   During the contract term, the Customer can use the Product:

2.1.1   According to Access Rights specified in the relevant Invoice.

2.1.2   To support the Customer’s business for the Permitted Purpose.

2.2   The Customer must cease using the Product if the Agreement ends or expires, or after termination or cancellation. Customer must address any unauthorised use as per clause 4.10.

2.3   A Licence does not include any Customer rights to Product updates, Content Access Rights, Content updates, or any Cyncly support. Maintenance is therefore commonly purchased with Licences.

2.4   Cyncly’s support obligations for Maintenance are only in respect of the most current version of the Product and Content.

2.5   If Customer's Maintenance lapses for less than twelve (12) Months, Customer may reinstate Maintenance by paying the Maintenance Fees that would have been due for the whole lapsed period and a reinstatement administrative fee of ten percent (10%) of the annual Maintenance fees. Where Maintenance has lapsed for more than 12 months, the Customer will have to purchase a new Licence, with Maintenance, at the then current price in Cyncly’s price book.

2.6   The Documentation states whether:

2.6.1   Software Product access is provided as a Subscription; or

2.6.2   Software Product usage is authorised under a Licence.

2.7   Unless stated otherwise in the Documentation:

2.7.1   Subscriptions will make the Product accessible as either:

2.7.1.1   Partly cloud and partly desktop-based application; or

2.7.1.2   Fully desktop-based application.

2.7.2   Licences will allow for the Product usage as fully desktop-based applications only.

3.   SERVICES

3.1   In consideration of Customer’s payment of the Fees, and subject at all times to Customer’s compliance with the terms of this Agreement, Cyncly will provide Customer with the related services described in the Order Form (including any SOW or other services described in Documentation), according to the terms of the Agreement.

3.2   If Training Services are being provided by Cyncly or its Affiliates (collectively, “Provider”), as part of the Agreement:

3.2.1   The Provider will provide Training Services to help the Customer effectively use and understand the Product, including, but not limited to, instructional sessions, supporting documentation, and materials.

3.2.2   A schedule for Training Services will be provided, detailing: dates, times, and format. The Customer agrees to follow this schedule, with any changes requiring written agreement from both Parties.

3.2.3   Training Services will be customised to the Customer’s specific operational needs, based on a preliminary assessment.

3.2.4   All Training Services will be delivered by individuals who are suitably qualified and experienced in both the subject matter and in training delivery.

3.2.5   The Customer must ensure its representatives are suitably qualified and authorised to attend the training, and provide necessary cooperation for effective training.

3.2.6   After completion of the Training Services, the Customer should provide feedback for continual improvement of these services.

3.2.7   Training materials provided as part of the Training Services are the intellectual property of the Provider and are provided solely for training on the Product. Any other use requires written consent from the Provider.

3.2.8   Both Parties agree to keep any shared proprietary or Confidential Information confidential during the Training Services.

3.2.9   The Provider’s liability is limited to providing additional or modified training. The Provider is not liable for indirect or consequential losses related to the Training Services.

3.2.10   Either Party may request changes or terminate the Training Services with five (5) Days notice. Changes must be documented and agreed upon in writing by both Parties.

3.2.11   For any payments for the Training Services made through OPCO, to which the Provider belongs, the Customer must:

3.2.11.1   Gain confirmation that the request for support has been accepted by OPCO before scheduling the Training Service.

3.2.11.2   Pay the full cost of the Training Service on the first day of the Training Service, as shall be invoiced to the Customer, if Provider has not received support from OPCO prior to the Training Service start date.

3.3   For Professional Services, as part of the Agreement:

3.3.1   The Customer may request services beyond the standard Product offerings, such as setup, implementation, consultancy, and content creation or modification.

3.3.2   Each Professional Service will be detailed in an SOW, specifying the services, delivery timeline, responsibilities of both Parties, and other relevant information.

3.3.3   Professional Services are ordered through an Order Form that references the relevant SOW and includes Fees, Expenses, and other relevant terms.

3.3.4   Fees and Expenses for Professional Services are outlined in the SOW. Payment terms will follow the Agreement or as otherwise agreed in the SOW.

3.3.5   Cyncly commits to using skilled and qualified personnel to perform Professional Services in line with industry standards.

3.3.6   The Customer will provide necessary resources, information, and personnel access to facilitate Cyncly’s service delivery.

3.3.7   Unless stated otherwise in the SOW, all intellectual property created during the Professional Services remains Cyncly’s property.

3.3.8   Cyncly warrants that services will meet industry standards. The Customer's remedy for breach of this warranty is re-performance of the services or a partial refund for the deficient portion of the services.

3.3.9   Both parties agree to keep any shared proprietary information confidential during the service performance.

3.3.10   Any changes to the Professional Services in the SOW or Order Form require written agreement by both Parties.

4.   CUSTOMER OBLIGATIONS

The Customer agrees to:

4.1   Pay the agreed Fees and Expenses.

4.2   Adhere to all obligations set out in the relevant Specific Terms.

4.3    Abide by the obligations specified in the relevant SOW.

4.4   If using a Product dependent on CSP's services, adhere to the CSP's terms.

4.5   Fulfil all Prerequisites identified in the Documentation necessary to use a Product, and remain up to date with any new releases for Documentation and/or Website changes.

4.6   Manage and operate IT (“Information Technology”) elements (like networks, servers, end-user devices, storage, operating systems, databases, middleware, and IT service management tools) under the Customer's control when using a Product.

4.7   Implement adequate (no less than industry standards) technical and organisational measures for information security concerning IT elements and Personal Data under the Customer's control, including being solely responsible for procuring, maintaining, and securing its network connections and telecommunication lins from its systems to Cyncly’s data centres, and being responsible for any loss or damage arising from such IT elements.

4.8   Be solely responsible for the legality, reliability, integrity, accuracy, and quality of all Customer Data, and shall own all rights, titles, and interests in and to all Customer Data.

4.9   Keep a complete and accurate record of Customer’s use of the Product and its Authorised Users, and produce such record to Cyncly on request from time to time.

4.10   Pay additional Fees and Expenses, without prejudice to any other rights or remedies available to Cyncly, to cover any unauthorised use (whether identified pursuant to clause 22 or otherwise), an amount equal to the Fees which Cyncly would have levied (in accordance with Cyncly’s normal commercial terms then current) had Cyncly licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 7.8, from the date of commencement of the unauthorised use.

4.11   Comply with Sanctions, by:

4.11.1   Following business and legal practices that comply with applicable Sanctions.

4.11.2   Ensuring that neither the Products nor the Services are used directly or indirectly in or with any sanctioned country or entity.

4.11.3   Declaring that it is not operating in, or with, any sanctioned country or entity in relation to the Products or Services.

4.11.4   Promptly suspending access and reporting to Cyncly if there's reasonable suspicion or knowledge of any involvement with sanctioned locations or entities.

4.11.5   Acknowledging that Cyncly may suspend access to the Products or terminate the Agreement without liability if there's a reasonable suspicion of breach of this clause 4.

5.   CYNCLY OBLIGATIONS

Cyncly agrees to:

5.1   Provide the Customer with Access Rights to a Product, whether through Software as a Service (SaaS), Subscription, or Licence.

5.2   Offer Maintenance and other support services in the format of SaaS, Subscription, or as a standalone service in accordance with the Service Levels detailed in the relevant Documentation.

5.3   Deliver hosting and service management for Products provided as SaaS.

5.4   Perform Professional Services with reasonable care and skill, completing them within a reasonable timeframe, and provide Deliverables as specified in a SOW.

6.   CSP COMPLIANCE

Unless otherwise specified in the Documentation, the following applies:

6.1   If the Product(s) require that the Customer complies with the CSPs' terms and conditions, such terms and conditions form part of this Agreement. These terms are available on the CSPs' websites and may change periodically. It is the Customer’s responsibility to stay updated and comply with these terms.

6.2   Cyncly manages CSPs to uphold standard security and privacy measures. However, we are not liable for any security or privacy breaches by the CSPs.

6.3   Cloud-based services can face limitations or issues. Cyncly is not liable for service disruptions or related damages due to such inherent CSP problems.

6.4   Cyncly may change or add CSPs for operational needs. Cyncly will inform Customer about significant changes that could impact the Customer’s usage.

6.5   Cyncly will assist with issues concerning CSP services related to the Customer’s subscription. However, resolving disputes or problems directly with CSPs is not Cyncly’s responsibility.

6.6   Integration with CSP services may be necessary for the Subscription services. Cyncly are not accountable for any loss of functionality or compatibility issues arising from this integration.

7.   FEES AND EXPENSES

7.1   The Customer agrees to pay the Fees and Expenses as outlined in the Order Form and specified in the appropriate Invoice.

7.2   Recurring Fees and Expenses are payable starting from the Effective Date.

7.3   If Customer has provided a payment method authorising Cyncly or its designated payment processor to charge the Customer’s payment method for all Fees and Expenses due and payable, Customer agrees to promptly update account and payment information when necessary to keep it current, complete, and accurate.

7.4   Unless specified otherwise in the Order Form, Cyncly reserves the right to revise the Fees during the Year. This change will be effective immediately upon notification to the Customer, and such notification date shall be deemed to be the Effective Date for any Agreement that did not previously have an Effective Date. Continued use of Cyncly’s Products or services following such notification will constitute the Customer's acceptance of the revised Fees.

7.5   Notwithstanding anything to the contrary in the Order Form, Cyncly reserves the right to increase the Fees for any Auto Renewal by the percentage increase in an appropriate local consumer prices index in the preceding 12 Month period, plus a percentage mark-up determined at Cyncly’s sole discretion.

7.6   Unless stated otherwise in the Order Form, Customer will provide the payment due within thirty (30) Days from the Invoice date.

7.7   Cyncly is entitled to recover Expenses related to Professional Services.

7.8   Any unpaid Fees and Expenses after thirty (30) Days from the Invoice date may accrue interest. This interest is set at 0.049% per overdue day (annual rate of 17.89%) or the maximum allowed by Law, whichever is higher.

7.9   If Fees and Expenses are unpaid sixty (60) Days after the Invoice date, Account Suspension may occur. Cyncly may issue a warning notice, and if the outstanding amounts are not paid within the specified period in the warning notice, Cyncly may suspend all services under all Agreements with the Customer without further notice.

7.10   If Customer fails to make any payment due by the due date for payment, then (without limiting Cyncly's other remedies), Cyncly may reclaim debt recovery costs in accordance with statute and/or charge statutory interest, such interest to accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together with the overdue amount.

7.11   In respect of any partly or fully cloud based applications, if at any time whilst using the Subscription, Customer exceeds any amount of disk storage space which has been agreed between the Parties, Cyncly shall charge Customer, and Customer shall pay, Cyncly’s then current excess data storage Fees.

7.12   All prices and amounts stated in the Order Form are exclusive of any applicable Taxes. These Taxes will be listed separately on the appropriate Invoice. Unless explicitly specified in the Invoice, Customer is responsible for paying all Taxes to their local authority.

7.13   For SaaS relying on a CSP, the Documentation may contain assumptions about CSP resources. Recurring Fees are based on these assumptions. Cyncly can charge for any additional CSP resources required by the Customer.

7.14   Withholding Tax:

Should the Law mandate any deductions or withholdings from payments under this Agreement, the Customer is obligated to compensate for such deductions. This means, in addition to making the required payment, the Customer must also pay an additional amount to Cyncly. This additional payment should be sufficient to ensure that, after the deduction or withholding (including any tax credits related to such actions), the net amount received by Cyncly is equal to the full payment amount that would have been due without such deductions or withholdings. This clause does not apply to interest on late or deferred payments.

7.15   Invoice Query Procedure:

7.15.1   Reporting Invoice Issues:

If the Customer detects any issues with the Invoice, including errors in the charged amount, service or product descriptions, or calculation mistakes, they must notify Cyncly within thirty (30) Days of receiving the Invoice. This should be done following the communication guidelines provided in the Documentation. If no such notification is made within this thirty (30) Day timeframe, the Invoice will be deemed accepted by the Customer and payment provided without delay.

7.15.2   Effect of Payment:

If the Customer pays the Invoice and does not report any discrepancies within the specified thirty (30) Days, this will be considered as the Customer’s acceptance of the charges and the terms under which the Product or services were provided. After this acceptance, the Customer waives the right to dispute the specific charges on the Invoice.

7.15.3   Legal Rights Unaffected:

This procedure does not affect any statutory rights of the Customer or the legal obligations of Cyncly under the applicable Laws.

8.   DISCOUNTED PRICING

8.1   The Customer shall be eligible for discounted pricing as specified in the Order Form, subject to the Conditions of this Agreement.

8.2   Any discounted pricing shall be valid and applicable for the duration of the Minimum Period only.

8.3   Upon the commencement of any Auto-Renewal Term following the expiration of the Minimum Period, the discounted pricing shall cease to apply. The Customer shall be charged in accordance with the then-current standard rates for the Product, unless a separate agreement or amendment to the current Agreement is made in writing, providing for a continuation or modification of the discounted pricing.

8.4   Any discounts applied during the Minimum Period shall not be subject to retrospective changes or adjustments and shall not set a precedent for future pricing beyond the Minimum Period.

8.5   The provision of discounted pricing is contingent upon the Customer’s adherence to the terms of the Minimum Period commitment. Any breach of this commitment may result in the immediate revocation of discounted pricing and the application of standard rates retroactively.

8.6   Any Order Form with an offering of free-of-charge Licenses shall not be subject to Auto-renewal. Upon expiration of the specified term, the Agreement will automatically terminate and expire, requiring a manual renewal process between the Parties for any further extension.

9.   REFUND POLICY

Unless stated otherwise in the Order Form, no refunds will be available.

10.   DATA PRIVACY AND INFORMATION SECURITY

10.1   When Cyncly accesses Customer Data, including Personal Data, under the Agreement, the Customer acts as the data controller and Cyncly as the data processor, as defined by Data Protection Laws.

10.2   In handling Personal Data, to the extent required by Data Protection Law, Cyncly agrees to:

10.2.1   Follow the Customer's written instructions for processing Personal Data, for the duration of the Agreement.

10.2.2   Implement suitable technical and organisational safeguards to protect Personal Data from unauthorised processing and accidental loss, destruction, or damage. These measures will be proportional to the potential harm, considering the nature and purpose of processing, current technology, and implementation costs.

10.2.3   Ensure all personnel with access to Personal Data maintain its confidentiality.

10.2.4   Other than as part of normal business requirements, not transfer Personal Data outside the specified jurisdiction and at all times ensure compliance with Data Protection Laws.

10.2.5   Assist the Customer, at their cost, with data subject requests and compliance with Data Protection Laws regarding security, breach notifications, impact assessments, and regulatory consultations.

10.2.6   Inform the Customer promptly upon discovering a Personal Data breach.

10.2.7   Apply terms equivalent to this clause to any engaged sub-processors. Cyncly remains responsible for the sub-processor's compliance.

10.2.8   Delete Personal Data upon Agreement termination at the Customer's written request, unless required by Law and/or Data Protection Laws to retain it.

10.2.9   Keep accurate records to prove compliance with Data Protection Laws and permit Customer audits, subject to reasonable notice and fee, ensuring minimal disruption to Cyncly’s operations or other customers’ data.

10.3   The Customer solely determines the categories of data subjects and the nature and duration of processing necessary for Cyncly to provide services under the Agreement.

10.4   As the data controller, the Customer will:

10.4.1   Ensure all Personal Data processing instructions to Cyncly are lawful.

10.4.2   Obtain necessary consents to enable Cyncly to process Personal Data per the Agreement.

10.4.3   Grant general authorisation to Cyncly to appoint sub-processors as needed for the Agreement.

10.4.4   Be deemed to have no objections to appointed sub-processors unless the Customer advises otherwise within ten (10) Days of notification.

10.4.5   Instruct Cyncly in writing, within thirty (30) Days of Agreement termination, to delete Personal Data. If not instructed, Cyncly may delete the data without liability.

11.   INTELLECTUAL PROPERTY RIGHTS

11.1   Cyncly retains ownership of the Intellectual Property Rights in:

11.1.1    The Product (except for any Third-Party Software).

11.1.2    Background IPRs.

11.1.3    Any Customisations made by Cyncly.

11.1.4    Software tools used for organising, manipulating, viewing, and/or editing Content.

11.1.5    Information created by Cyncly within the Content.

11.1.6    Usage Data, provided it does not include identifiable Customer Data or Personal Data.

11.2   The Customer holds the Intellectual Property Rights in:

11.2.1    Customer Data.

11.2.2    Information created by the Customer within the Content.

11.3   For processing Customer Data under an Agreement, the Customer grants Cyncly the right to use this data solely for that purpose.

11.4   When the Customer owns Intellectual Property Rights in information created within the Content, they grant Cyncly a non-exclusive, royalty-free, global license to use, reproduce, modify, display, and distribute this information as required to deliver the Product to the Customer and its Authorised Users.

12.   INDEMNIFICATION

12.1   Cyncly will indemnify and protect the Customer against all costs, claims, demands, expenses, and liabilities if any third party alleges that the Customer’s use or possession of the Products infringes their Intellectual Property Rights, under these conditions:

12.1.1    The Customer must immediately inform Cyncly in writing about any such claims or legal actions.

12.1.2    The Customer should not admit fault and must allow Cyncly to handle the defence or settlement of these claims, at Cyncly’s expense.

12.1.3    The Customer must provide reasonable assistance to Cyncly in addressing these claims, with Cyncly bearing the related costs.

12.1.4    The infringement claim must not result from the Customer using or combining the Products with any items not supplied or approved by Cyncly.

12.1.5    The claim must not arise from modifications to the Products made by the Customer or any third party without Cyncly’s written approval.

12.2   If there's a claim of infringement, Cyncly may:

12.2.1    Pay for continued use rights of the Products.

12.2.2    Modify the Products without significantly reducing their functionality.

12.2.3    Replace the Products with other software that performs similarly.

12.3   The Customer will indemnify and protect Cyncly, its subsidiaries, affiliates, officers, agents, employees, partners, and licensors against all costs, claims, demands, expenses, and liabilities arising from:

12.3.1    Any claim that Cyncly’s use or possession of Customer Data or Content created by the Customer infringes third-party Intellectual Property Rights. The Customer is solely responsible for defending such claims and will bear all related costs, including, but not limited to, legal fees, court costs, and damages.

12.3.2    Any breach of the Access Rights by the Customer or Authorised Users.

12.3.3    Any misuse of Cyncly’s Products and Services, or otherwise breach any applicable Laws.

13.   CONFIDENTIALITY

13.1   Both Parties acknowledge the significant value of each other's Confidential Information and agree not to use or disclose it to any third party, except as necessary for fulfilling their respective obligations or rights under the Agreement. All disclosures of Confidential Information, as permitted by Law, require the other Party's prior written consent.

13.2   Each Party commits to safeguarding the Confidential Information against unauthorised use or disclosure. The protection provided will meet or exceed industry standards and will be equivalent to the care each Party uses for its own confidential information of similar importance and value.

13.3   The following is not considered Confidential Information:

13.3.1    Information which was, is, or becomes, public knowledge.

13.3.2    Information received from a third party free of disclosure restrictions.

13.3.3    Information developed independently by a Party, without using the other's Confidential Information.

13.3.4    Information required to be disclosed by Law.

14.   RESTRICTIONS ON USE:

The Customer must:

14.1   Adhere to the relevant Access Rights when using the Product.

14.2   Ensure that Authorised Users adhere to these Access Rights.

14.3   Not exceed the Access Rights quantity outlined in the Order Form or Invoice (if Customer has modified quantity subsequently to signing the Order Form).

14.4   Maintain records of Authorised Users, monitor their use, and remove accounts no longer needed.

14.5   Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Products by such Authorised Users.

14.6   Comply with any EULA when using Third Party Software provided under the Agreement.

14.7   Not use the Product to provide services to a third party through time sharing, outsourcing, or Software as a Service.

14.8   Not develop software that competes with the Product.

14.9   Not modify the Product or create derivative works.

14.10    Not disassemble, reverse engineer, or decompile software within the Product, except as permitted by Law.

14.11    Not remove any copyright notices from the Product.

14.12    Not resell, rent, sub-license, give, loan, or otherwise transfer the Product rights to a third party, as Access Rights granted are personal to the Customer and non-transferable.

14.13    Purchase the necessary Access Rights at Cyncly's current price if unauthorised use of a Product or Third Party Software is discovered - payable within seven (7) Days of receiving the payment invoice. This payment covers the duration and quantity of unauthorised use. If not paid within seven (7) Days, Cyncly may block access via Account Suspension until payment is made in full.

14.14    Perform the following where Third Party Software is involved:

14.14.1   Accept the EULA for Third Party Software, and for any failure to do so, the Customer is prohibited from accessing the Product or services until accepted.

14.14.2   The Customer must, and must ensure its Authorised Users, abide by the terms of any EULA for Third Party Software.

14.15    The Products may allow Customer and its Authorised Users to create, post, transmit, or store various types of content, including text, photos, videos, graphics, and code (collectively known as "User Generated Content" or "UGC"). Be aware that UGC may be seen by others.

14.16    Customer confirms that it owns or has the necessary rights and permissions to publish the UGC.

14.17    Customer is solely responsible for UGC and any consequences of presenting it. Customer agrees not to submit UGC that infringes copyright unless Customer owns the copyright or has permission from the rightful owner to grant these rights to Cyncly.

14.18    When Customer submits UGC in the Product, Customer, and on behalf of their Authorised Users, gives Cyncly a global, non-exclusive, royalty-free licence (including sub-licencing rights) to use, duplicate, modify, publish, transmit, and distribute UGC across all media or distribution methods, current or future. This includes allowing Cyncly to provide UGC to partners for syndication, broadcast, or other forms of distribution.

14.19    Not access, store, distribute, transmit, or allow the introduction of any harmful content or viruses during its use of the Product or Cyncly services. Specifically, the Customer must avoid content that:

14.19.1   Is unlawful, harmful, threatening, defamatory, obscene, infringing on others' rights, harassing, racially or ethnically offensive.

14.19.2   Encourages or facilitates illegal activity.

14.19.3   Contains sexually explicit images, animations, videos, or other visual media.

14.19.4   Advocates for unlawful violence.

14.19.5   Discriminates based on race, gender, colour, religious belief, sexual orientation, or disability.

14.19.6   Is otherwise illegal or could cause harm or injury to any person or property.

14.20    If the Customer breaches any of the conditions of this clause, Cyncly reserves the right, without being liable or prejudicing its other rights against the Customer, to disable the Customer’s access to any material that violates these provisions.

14.21    Not use original versions of any Customer Data with the Products. Specifically, the Customer shall:

14.21.1   Only use copies of Customer Data with the Products.

14.21.2   Be responsible for maintaining the originals of all such Customer Data.

If Customer uses any original versions of Customer Data with the Products it does so at its own risk and understands that Cyncly will not be responsible or liable for any loss, corruption, or unavailability of such original Customer Data resulting from its use with the Products.

14.22    Keep all software or hardware dongles, software activation keys, and any other materials provided by Cyncly for activating and ensuring the proper functioning of the Products in good working order. Cyncly is under no obligation to provide new or replacement versions of these materials unless it is established that they were defective at the time of issue.

15.   NON-SOLICITATION

15.1   Scope of Restriction:

The Customer agrees that during the Term of this Agreement and for a period of twelve (12) Months immediately following the termination or expiry of this Agreement (“Non-Solicitation Period”), the Customer shall not, without the prior written consent of Cyncly, directly or indirectly, solicit, entice, persuade, or induce any individual who is then, or has been within the last twelve (12) months of the Customer's engagement with Cyncly, an employee or contractor of Cyncly or any of its Affiliates, to terminate their employment or contractual relationship with Cyncly or such Affiliate, or to become employed by, or enter into contractual relations with, the Customer or any entity or person directly or indirectly controlled by, controlling, or under common control with the Customer.

15.2   Purpose and Rationalisation:

This restriction is implemented to protect the legitimate business interests of Cyncly, including its proprietary information, established employee relationships, and investment in its staff. It is not intended to restrict competition unlawfully but to prevent the direct solicitation that could harm the business operations of Cyncly.

15.3   Enforcement:

If the Customer breaches, or threatens to breach, any of the provisions of this clause 15, Cyncly shall have the right and remedy to have the provisions of this clause specifically enforced by any court of competent jurisdiction, it being acknowledged and agreed by the Customer that any such breach or threatened breach will cause irreparable injury to Cyncly and that money damages will not provide an adequate remedy to Cyncly.

15.4   Severability and Modification:

If any provision of this clause is held to be overbroad, invalid, or unenforceable under the Law, such provision shall be amended and narrowed to be enforceable to the extent compatible with the Law. Such amendment and narrowing shall be performed by Cyncly or a court of competent jurisdiction, and the Customer hereby gives Cyncly the power to make such amendments as it deems necessary to carry out the purpose of this clause.

15.5   Notification:

The Customer agrees to notify any prospective employee or contractor of the existence of this clause during the Non-Solicitation Period.

16.   DURATION

16.1   This Agreement shall commence on the Effective Date as specified in the Order Form and shall continue for the Minimum Period. Any termination rights or procedures applicable to the Agreement shall come into effect only upon the completion of the Minimum Period.

16.2   This Agreement shall automatically renew for a successive one (1) Year term, each, an Auto-Renewal, unless otherwise stated in the Order Form.

16.3   Either Party may prevent the Auto-Renewal of this Agreement by providing written notice of non-renewal to the other Party thirty (30) Days prior to the end of the then-current term.

16.4   The Customer's continued use of the Product after the commencement of an Auto-Renewal term shall constitute the Customer's express acceptance of the renewal and affirmation of the Agreement, including any amendments or modifications made to the Agreement prior to the commencement of such Auto-Renewal term.

16.5   Each Auto-Renewal Term shall be governed by the Conditions of this Agreement, including any amendments or modifications made in accordance with this clause.

17.   TERMINATION

17.1   To terminate the Agreement, the Customer must complete the termination process by providing notification to the specified Support Desk team, or as otherwise outlined in the Documentation. All information must be completed accurately and fully. Cyncly is not responsible for delays, errors, or Incidents due to incomplete or incorrect information, or if wrongfully implemented by an Authorised User or a duly recognised Customer contact.

17.2   Either Party may terminate the Agreement by written notice if the other Party:

17.2.1    Commits a significant breach of obligations and fails to resolve the breach within thirty (30) Days of being notified (immediate termination is allowed if the breach cannot be fixed).

17.2.2    Becomes insolvent or is unable to pay debts as defined by Law.

17.3   The Customer is responsible for all Fees and/or Expenses due during the Term and up until the end of the Month in which the Agreement is terminated.

17.4   Any amendment to the Agreement requiring a replacement of the existing Agreement must be mutually agreed upon and documented in a duly executed Order Form.

17.5   Upon termination or expiry of the Agreement:

17.5.1    The Customer's Access Rights will cease.

17.5.2    Any Fees due up to the date of termination or expiry must still be paid.

17.5.3    All Parties' obligations end, except those intended to continue after termination or expiry.

17.6   Any rights of either Party which arose on or before termination or expiry shall be unaffected.

18.   WARRANTIES

18.1   Cyncly guarantees that the Product will substantially perform as described in the Documentation. If Cyncly is notified, it will make reasonable efforts to respond to errors as per the Service Levels. This warranty does not cover failures caused by incompatible hardware, other software, firmware, or data from the Customer or third parties.

18.2   Cyncly will make reasonable efforts to provide Subscriptions and Maintenance services throughout the Term, excluding maintenance periods.

18.3   This Agreement replaces all other warranties, conditions, or terms not explicitly stated here, whether implied by Law, or otherwise, including implied conditions of quality, fitness for purpose, or professional skill and care.

18.4   The Customer understands that no guarantees have been made about the Products’ suitability or benefits. The Products are provided ‘as is’, with no warranty for accuracy, completeness, merchantability, or fitness for a particular purpose.

18.5   Regarding prices displayed in the Product environment, Cyncly does not guarantee the accuracy or completeness of the information provided in the Content. The prices displayed in Product are for reference purposes only and may not reflect the actual price at the time of use. Cyncly shall not be liable for any discrepancies, errors, or omissions in the pricing information provided in the Product environment or otherwise in the Content.

18.6   The Customer acknowledges it has chosen the Products based on its own judgment and the Products may not meet its individual needs.

18.7   Cyncly does not guarantee:

18.7.1    That information obtained through the Products will meet the Customer’s needs.

18.7.2    That the Products will be free from vulnerabilities or viruses.

18.8   Cyncly is not liable for issues caused by data transfer over networks, including the internet, and acknowledges that such transfers may face inherent limitations and risks.

19.   LIABILITY

19.1   Neither Party excludes or limits its liability for:

19.1.1    Death or personal injury due to negligence.

19.1.2    Fraud or intentional deception.

19.1.3    Breaking confidentiality as detailed in clause 13.

19.1.4    Violating Intellectual Property Rights indemnities in clause 12.

19.1.5    Gross negligence or deliberate wrongdoing (where applicable by Law).

19.1.6    Any liabilities that Law does not allow to be limited or excluded.

19.2   Neither Party is liable for:

19.2.1    Loss of profits, revenue, anticipated savings, goodwill, business, contracts, or business interruption or loss of use (regardless of whether such losses are considered to be a direct or indirect loss).

19.2.2    Indirect, incidental, or consequential damages or similar losses of any nature whatsoever.

19.3   SaaS Contracts (with a CSP Involved):

CSP is responsible for:

19.3.1    Their information security measures.

19.3.2    Service levels and associated credits.

19.3.3    Business continuity and disaster recovery plans.

19.3.4    Data backup and restoration tools.

19.3.5    Returning Customer Data on contract termination or expiry.

19.4   Cyncly is not liable for losses caused by:

19.4.1    The Customer’s failure to meet Prerequisites.

19.4.2    Customer’s breach of Agreement.

19.4.3    Force Majeure events.

19.4.4    Internet failures or delays.

19.4.5    Use of a Product version, which is not a Supported Version.

19.5   Liability for tangible property damage due to negligence is limited to the amount specified in the Documentation, or as otherwise detailed in the Order Form.

19.6   The maximum liability for contract-related issues is limited to the Fees paid by the Customer in the twelve (12) Months before a claim (excluding the Customer’s obligation to pay Fees).

19.7   Cyncly does not guarantee uninterrupted, error-free, or completely secure use of the Product.

19.8   Cyncly is not liable for issues arising from Third-Party Software, except as stated in the Agreement or required by Law.

19.9   Service Credits are the only financial compensation for Cyncly’s failure to meet a Service Level.

19.10    The total amount of Service Credits issued by Cyncly to the Customer in any given calendar month shall be capped at 15% of the Reoccurring Fees paid by the Customer. The aggregate amount of Service Credits to be issued by Cyncly in any Year shall not exceed 20% of the total annual Fees paid by the Customer during that Year, or as otherwise specified in the Specific Terms.

19.11    A person who is not a Party to the Agreement, has no rights or remedies in relation to the Agreement.

20.   THIRD PARTY PROVIDERS

20.1   Use of Third Party Software:

20.1.1    The Customer understands that the Products may include or reference Third Party Software, which Cyncly does not control for quality or accuracy.

20.1.2    Cyncly is not liable for any issues, legal actions, claims, damages, or costs, whether direct or indirect, related to deficiencies or inaccuracies in Third Party Software.

20.1.3    The Customer’s use of Third Party Software might be subject to extra terms set by the third party, and agreeing to these terms may be necessary to use the Software as intended in this Agreement.

20.2   Indemnification for breach of third-party terms:

20.2.1    The Customer will indemnify and protect Cyncly against any loss or damage resulting from the Customer’s violation of any third-party terms.

20.2.2    Cyncly may treat any breach of third-party terms by the Customer as a breach of this Agreement.

20.3   Interaction with third-party websites:

20.3.1    The Customer acknowledges that the Products might enable access to third-party websites, and any interaction or transactions with these sites are solely at the Customer’s risk.

20.3.2    Cyncly is not responsible for the content, correspondence, transactions, or contracts with any third-party website. These are solely between the Customer and the third party.

20.3.3    Cyncly advises the Customer to review third-party terms and conditions and privacy policies before using their websites. Cyncly does not endorse or approve any third-party websites or their content accessible through the Products.

21.   USAGE DATA

21.1   Customer hereby consents to Cyncly’s use of the Product and other software tools (including cookies) to collect data relating to the way Customer and its Authorised Users use the Products (“Usage Data”). Usage Data may include:

21.1.1    Statistical data relating to how the Products are used by Cyncly’s customers.

21.1.2    Anonymised versions of the designs, projects, used catalogues and other business related information.

Each of which is collected from Customer’s use of the Products.

21.2   Customer hereby further consents to Cyncly’s storage, retention, processing, and use of the Usage Data for the purposes of:

21.2.1    Detecting and preventing breaches of network security, the Law, or this Agreement.

21.2.2    Capacity planning and the improvement of the Products and any of Cyncly’s current or future products and services.

21.2.3    Customising, obtaining feedback on, and marketing the software and any of Cyncly's current or future products and services.

21.3   For the avoidance of doubt, with respect to Usage Data, Cyncly shall at all times comply with Data Protection Law and its obligations under clause 10. To the extent Usage Data contains any Personal Data, this clause 20 shall be considered to be Customer’s written instructions for the purposes of clause 10.2.1.

22.   ANNUAL SERVICE REFINEMENT

22.1   The Customer and Cyncly agree to engage in good faith negotiations on an annual basis to determine the scope, terms, and pricing of Maintenance and support services for the Products as defined in the Agreement.

22.2   Each Year, prior to the expiration of the current Maintenance Term, Cyncly shall provide the Customer with a proposal for the Maintenance and support services for the upcoming year. The Customer shall have the right to review, negotiate, and propose changes to Cyncly's proposal.

22.3   Any agreed-upon Maintenance and support services for the upcoming year shall be documented in a written addendum to this Agreement or in a separate Maintenance and support agreement, which shall be signed by both Parties.

22.4   The terms of the negotiated Maintenance services shall become effective upon the commencement of the subsequent year following the Parties' execution of the relevant documentation. The negotiated Maintenance and services shall continue for a term of one year, unless otherwise agreed upon in writing by both Parties.

22.5   In the event the Parties are unable to reach an agreement on the Maintenance and support services for any given year, the Maintenance and support services from the prior year shall remain in effect until such agreement is reached, provided that this shall not exceed a period of three (3) Months from the date of expiration of the current Maintenance Term. After the expiration of the three (3) Months, all Maintenance shall cease and the Customer must purchase a new Maintenance and service package from the then current listings.

23.   AUDIT RIGHTS

23.1   Cyncly is entitled to verify the Customer's and Authorised Users' compliance with Access Rights and Intellectual Property Rights concerning the Products and services. This can involve:

23.1.1    Requesting information from the Customer.

23.1.2    Inspecting the Customer’s records and logs of Authorised Users.

23.1.3    Utilising software tools.

23.1.4    Monitoring the Customer’s use of Products, particularly in the case of SaaS.

23.2   The Customer is required to facilitate these checks by:

23.2.1    Providing access to relevant facilities, networks, and systems.

23.2.2    Making available necessary information and records.

23.2.3    Offering reasonable assistance as needed by Cyncly for verifying compliance with Access Rights and Intellectual Property Rights related to the Product.

24.   FORCE MAJEURE

24.1   In the event that the fulfilment of any obligations under an Agreement is hindered by Force Majeure, the affected Party must:

24.1.1    Immediately provide written notification detailing the Force Majeure event and its effect on their performance.

24.1.2    Be excused from performing those obligations affected by the Force Majeure event.

24.1.3    Take all reasonable measures to lessen the effects of the Force Majeure.

24.1.4    Restart their obligations as soon as possible after the Force Majeure event has ended.

25.   CHANGES & ADJUSTMENTS

25.1   Any modifications to the Agreement must be mutually agreed upon in writing by the Parties.

25.2   Recognising the evolving needs of the Customer's business, the Parties agree to modify the number of Access Rights, Licenses, Subscriptions, Maintenance, or Content under this Agreement upon written request, provided such request complies with the specific terms for the Product. All such modifications will be reflected in the Invoice to reflect these adjustments. Continual use of the Product or payment of the Invoice constitutes acceptance of the modification between the Parties.

25.3   Cyncly reserves the right to charge an additional fee for any changes based on a Customer’s request; the costs shall be communicated to the Customer at the point of request and be invoiced for payment as per clause 7.

25.4   Cyncly may make changes to:

25.4.1    Altering the delivery methods of Products and services, ensuring no substantial reduction in functionality, quality, or performance.

25.4.2    Updating the format and content of the Order Form, Legal Terms, Specific Terms, EULA, Rate Card, Product Overview, Service Levels, Support Hours, and communication methods with the Service Desk.

25.5   Cyncly will provide notice to the Customer about any substantive changes mentioned in clause 24.4.

25.6   Cyncly may revise the terms of the Agreement with thirty (30) Days of written notice. The Customer's continued use of the Products after transmission of this notice means the Customer accepts the updated terms. If the Customer does not accept the revised terms, they must immediately inform Cyncly and stop using the Products. Cyncly will then consider alternative arrangements or, if none can be made, notify the Customer of the Agreement’s termination.

25.7   Cyncly reserves the right to modify the Fees and general pricing for the Products. Any such changes shall be subject to clause 7.

26.   SEVERABILITY

26.1   Should any part of the Agreement be found invalid, illegal, or unenforceable:

26.1.1    The problematic provision or part-provision will be considered deleted.

26.1.2    Where feasible, it will be replaced with a valid provision that reflects as closely as possible the original intent of the Parties.

26.1.3    This change should not impact the validity and enforceability of the rest of the Agreement.

27.   THIRD PARTIES

27.1   Rights under the Agreement are exclusive to the Customer and Cyncly, as well as their respective successors and permitted assigns.

27.2   The Agreement does not grant any rights or benefits to any other person or party, whether under the applicable Law or otherwise.

28.   GOVERNING LAW AND JURISDICTION

28.1   The Agreement shall be governed by and construed in accordance with the Law of the jurisdiction in which the Supplier is registered as a company.

28.2   The Parties irrevocably agree that the courts of jurisdiction in which the Supplier is registered as a company shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

28.3   This Agreement has been entered into on the Effective Date.

29.   NOTICES

29.1   Notices to the Customer related to this Agreement should be sent by email to the Customer email address provided in the Order Form.

29.2   Notices from the Customer:

29.2.1    For any procedural requirement, such as, but not limited to, cancellation, termination, or any technical matter, should be submitted directly to the Support Desk. Cyncly is not responsible for any administrative delays caused by submitting notices to personnel not classed as Support Desk. For the avoidance of doubt, a sales representative is not classified as Support Desk.

29.2.2    All other non-procedural notices not within clause 28.2.1, should be submitted to a Support Desk representative, unless otherwise specified in the Documentation.

29.3   A notice is considered delivered at the time it is transmitted. If this transmission occurs outside of Business Hours, it is deemed delivered when Business Hours resume.

30.   GENERAL

30.1   The Order Form and the Documentation form the complete agreement between the Parties regarding the Agreement’s subject matter.

30.2   Unless stated otherwise in the Order Form, this Agreement overrides all previous agreements, discussions, negotiations, and representations, both verbal and written, including earlier agreements, Order Forms, quotes, or offers.

30.3   If there is a discrepancy among the Documentation, the following order of precedence will resolve it, with a descending hierarchy (e.g. ‘Invoice’ is highest):

30.3.1    The Invoice.

30.3.2    The Order Form.

30.3.3    The Conditions.

30.3.4    The SOW, if applicable.

30.3.5    The Specific Terms, if applicable.

30.3.6    The Product Overview, if applicable.

30.4   The Customer cannot assign, transfer, sub-license, novate, charge, or otherwise deal with their rights and obligations under the Agreement without Cyncly’s prior written consent, which will not be unreasonably withheld.

30.5   Cyncly may sub-contract its obligations but remains responsible for their fulfilment.

30.6   In this Agreement, ‘written notice’ and ‘notice in writing’ include emails and online forms, provided they are issued by an authorised person.

31.   NO WAIVER

31.1   If a Party does not immediately use a right or remedy under this Agreement or as provided by Law, this does not mean they have waived (given up) that right or any other right or remedy.

31.2   Neither delaying nor partially using a right or remedy will stop or limit that Party from using that right or remedy, or any other right or remedy, in the future.

32.   NO PARTNERSHIP

32.1   This Agreement does not create a partnership between the Parties.

32.2   Neither Party is authorised to act as an agent for the other.

32.3   Neither Party has the authority to make representations, warranties, assume obligations or liabilities, or exercise rights or powers on behalf of the other Party in any capacity.

33.   RIGHTS CUMULATIVE

33.1   The rights and remedies outlined in this Agreement are additional to any other rights or remedies the Parties may have under the Law.

33.2   These contractual rights and remedies do not exclude any other legal rights or remedies available to either Party.

34.   LEGACY TERMS AND CONDITIONS

If Cyncly (or an Affiliate) and Customer (or an Affiliate) have any agreements in place prior to the Effective Date (“Legacy Agreements”) in respect of any products or services, similar to the Products, Cyncly and Customer agree (where applicable on behalf of their respective Affiliates who they each confirm they have authorisation to act on behalf of) to these Conditions replacing the terms and conditions governing the Legacy Agreements as of the Effective Date, and such Legacy Agreements shall become co-terminus with the first Order Form signed and governed by these Conditions.

35.   LANGUAGE USE

35.1   Governing Language: The official text of these Conditions, along with any notices and communications between the Parties, shall be in English. While we may provide one or more translations for convenience, the English version shall prevail in the case of any ambiguity, discrepancy, or conflict between the translation and the English text.

35.2   Translation: Any translations provided are for convenience only and are not intended to modify the terms of the English language version. In the case of any conflict or inconsistency between the English text and any translation thereof, the English text shall prevail, govern, and be conclusive.

35.3   Interpretation: The terms defined in these Conditions and used herein shall have the meanings assigned to them in English, and all communications and documentation related to these terms and conditions shall be in the English language, unless otherwise specified.