These terms, together with our Privacy Policy, apply to your use of Syncio Co Pty Ltd’s ACN 628 176 045 (“we, “us”, “our” or “Syncio”) Platform (“Terms”).
The Platform provides an easy way for you, or your Authorised Users (together, “you” or “your”), to sync inventory, Product settings, Orders and payouts across multiple online stores. Our Services to you include providing access to the Platform to assist you to better manage the supply and sale of Products on multiple online stores by connecting Destination Stores and Source Stores.
By using the Platform, you agree and acknowledge that you have read these Terms. You are deemed to have agreed to, and accepted, these Terms on behalf of any entity for who you use the Platform including as an Authorised User, Invitee or otherwise.
In these Terms, the following expressions have the following meanings, unless otherwise stated:
“Application” means the application available for download on third party platforms including but not limited to the Shopify app store and WooCommerce app store;
“Authorised User” means your employees, agents and contractors who are authorised by you to use the Platform, and register to use the Platform;
“Background IP” is defined in clause 10.1;
“Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;
“Commencement Date” means the date that you register to use the Platform;
“Customer” refers to the Customer of a Destination Store;
“Destination Store” means the retailer or marketplace store that is using the Platform to sync inventory and information from the Source Store. The Destination Store lists Products for sale on its shopfront and these Products are sourced and fulfilled by the Source Store.
“Developed IP” is defined in clause 10.2;
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Order” refers to an order, placed by a Destination Store to a Source Store, through the Platform;
“Platform” means the platform currently hosted on the website located at https://www.syncio.co/ and Application or any other website, platform, or application nominated by us from time to time, and any associated services, software, networks or processes.
“Privacy Laws” means the Privacy Act 1988 (Cth), and any other applicable Australian privacy legislation;
“Product” refers to goods that Source Stores supply to Destination Stores and which are then sold by Destination Stores, via their shopfront, to their Customers.
“Registration Data” means information provided by you to us for the purposes of your registration to access the Services;
“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);
“Services” refers to us making the Platform available to you and any associated services we provide pursuant to these Terms;
“Source Store” refers to the supplier store that holds the master inventory. The Source Store may use the Platform to fulfill and ship Products to the Destination Store or directly to the Customer.
“Subscription” means an active subscription in respect of which a user of the Platform, including a Destination Store or a Source Store, pays a Subscription Fee for access to the Platform and Services;
“Subscription Fee” refers to a fee, the parameters of which are advertised on the Platform, that is paid by the user of the Platform to Syncio;
“Terms” means these terms and conditions, under which we provide you access to the Services and Platform, as amended by us from time to time;
“Trial Period” means the 14-day free trial period for Destination Stores or Source Stores as advertised on our Platform; and
“you” or “your” means the person or entity that accesses, or has registered to use the Platform or Platform, including without limitation any Authorised Users.
To access all our Services, you must download the Application and register for an account as a Source Store or Destination Store (as applicable) in accordance with clause 3.2 below. To be clear, either you or an Authorised User must register an account on your behalf, and any conditions set out in this clause 2 and these Terms will apply to the primary beneficiary of the account and any Authorised Users.
If you register for an account in accordance with clause 3.2 and your registration is accepted by us, you will have access to the relevant Services depending on if you have registered as a Source Store or a Destination Store.
As a registered Destination Store you will have access to a number of Platform functionalities including, but not limited to:
(a) view synced products;
(b) view Source Stores;
(c) configure product update sync;
(d) sync products from the Source Stores;
(e) map products from the Source Stores;
(f) push orders directly to the Source Stores;
(g) upgrade plans; and
(h) any other functionalities as advertised on the Platform.
As a registered Source Store you will have access to a number of Platform functionalities including, but not limited to:
(a) view synced products;
(b) view synced Destination Stores;
(c) Select inventory location to sync inventory to Destination Stores; and
(d) any other functionalities as advertised on the Platform.
You determine who may use the Services as an Authorised User.
You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
You are solely responsible for each Authorised Users use of the Platform and compliance with these Terms.
You are responsible for creating and maintaining your account.
To access the Services, you must register with us by providing us with Registration Data as requested.
You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.
You agree that you have sole responsibility for any activity that occurs on your account. You must keep your account details accurate, up to date, and secure your password as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
You must ensure that your access to, and use of, the Services or Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
We may, in our absolute discretion, terminate, suspend or delete your account or restrict your access to the Services or Platform for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so.
You will not:
(a) modify the Platform or merge any aspect of the Platform with another programme other than as expressly provided under these Terms;
(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Platform;
(c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Platform;
(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(e) access, store, distribute or transmit:
(f) provide Platform login details or passwords, or otherwise provide access to the Platform, to any unauthorised third party that does not require these details in the course of conducting business with you and you will take all reasonable steps to prevent unauthorised access to, or use of, the Platform;
(g) share any features of the Platform that are not publicly available with any unauthorised third party; and
(h) engage in any conduct on the Platform that is in breach of these Terms (or any agreements mentioned therein).
All rights granted to you under these Terms must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Platform.
Any breach of this clause 4 constitutes a breach of these Terms and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Platform, and/or take further actions against you for breach of these Terms.
While using the Services or Platform you must not:
You acknowledge that our ability to be able to provide the Services or Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:
You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform or Services, to you.
We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.
It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
The Services or Platform may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise our Services or Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.
You must take precautions to ensure that when accessing the Services or Platform, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Services or Platform.
If you are registering on our Platform as a Destination Store, you acknowledge that:
If you are registering on to our Platform to operate a Source Store, you acknowledge that:
If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
You agree and acknowledge that:
All prices listed on the Syncio website are in USD inclusive of taxes and any applicable GST (unless otherwise specified).
The Platform may be accessed for free by Source Stores with no charges applied unless otherwise notified by us. If we choose to introduce charges for Source Stores, we will provide each Source Store with 30 days written notice by sending an email to the email address on the Source Store account.
Destination Store access to the Platform is subject to an ongoing Subscription Fee. The value of the Subscription Fee is determined by features and add-ons as listed and advertised on the Platform located at: https://www.syncio.co/pricing.
All Subscription and Subscription Fees displayed on the Platform are subject to change by us. If we change our Subscription or Subscription Fees, or amend the features of our Subscription plans, we will provide the Destination Source with 30 days written notice by sending an email to the email address on the Destination Store account.
Promotional discount codes may be given at our sole discretion on terms and conditions notified at the time of the relevant promotional offer or discount.
If a discount code is entered at the checkout, it has the effect of applying a discount solely across the cost of the Subscription.
To the maximum extent permitted by law, we reserve the right to refuse a sale to any Authorised User.
Should you fail to pay the Subscription Fee in accordance with the Terms, without limiting anything else in these Terms, we reserve the right to suspend your use of the Platform and ultimately terminate your Subscription on the Platform.
You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.
Payment processing services for Subscription Fees on our Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Payment processing services for Subscription Fees on a third party platform are provided by that platform’s payment processing system. By purchasing a Subscription and using Stripe or the third party platform to process payments you agree to be bound by the relevant terms and conditions, which may be modified by the payment processer from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.
In circumstances where you have separately agreed in writing to allow us to take periodic debits from you, you hereby authorise us to make such periodic debits through Stripe from your nominated bank account/credit card in respect of all monies payable by you under this Agreement.
If at any time during the Term your bank/credit card details change or expire, you must update your details with us within three (3) business days before the next scheduled payment.
If for any reason a payment is dishonoured and payment is unsuccessful, failure to rectify any default and/or failure to provide a valid method of payment which subsists for a period of 4 weeks or more, may result in the suspension of access to the Platform.
You acknowledge that where the Destination Store places an order for Product from the Source Store through our Platform, the Destination Store is responsible for payment in respect of that Product.
The Source Store is responsible for generating and sending an invoice to the Destination Store based off the Orders placed by the Destination Store.
The Source Store is responsible for providing Destination Stores with payment methods and timeframes.
Destination Stores and Source Stores acknowledge and agree that the Platform is not a payment facilitation Platform and therefore shall not be liable for any losses of the Source Store or Destination Store arising out of or in connection with any arrangement between the Destination Store and Source Store, including but not limited to, the processing of payments, disputes, faulty or misleading Products and we disclaim all liability in relation to the same.
All rights, title or interest in and to the Services or Platform, and any information or technology that may be provided to, or accessed by, you in connection with your use of the above is owned, and will remain owned, by us or our licensors (“Background IP”). Using the Platform does not transfer any ownership or rights, title or interest in and to the Background IP.
All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform or Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Background IP (collectively, the “Developed IP”).
You must not represent to anyone or in any manner whatsoever that you are the proprietor of any Background or Developed IP.
You retain ownership rights to data and content that you provide to us whether in the form of Registration Data or otherwise. You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Registration Data for the purpose of performing our obligations under these Terms, and for making improvements to our Platform, Services or Platform as detailed in our Privacy Policy.
You agree that we may refer to you, your business name, publish your logo and/or trade marks (if any) and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. You may revoke this consent at any time by writing to us at support@syncio.co.
We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform.
To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Platform provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Platform is provided on an ‘as is’ basis and that you will make your own investigations into whether or not the Platform is fit for your purposes.
We make no representations, warranties or guarantees:
You assume sole responsibility for your use of the Platform (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your direction.
To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Services or Platform or on any website linked to these. We recommend you ensure you have up-to-date virus checking software installed.
To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to your dealings with any third parties including Destination Stores or Source Stores that you interact with as a result of accessing our Services or Platform. You should address such complaints directly with those third parties.
In no event will we be liable to you or any third party for any:
Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms, for any one event or a series of related events, will be limited to the Subscription Fees paid by you 12 months prior to the incident.
The parties acknowledge that the limitations of liability contained in this clause 12 are a fair and reasonable allocation of the commercial risk between the parties.
This clause 12 survives termination or expiry of these Terms.
To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Services and Platform.
You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
This clause 13 survives termination or expiry of these Terms.
Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms, save for such use or disclosure necessary and required to perform their respective obligations under these Terms. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
In making disclosure to persons as permitted under this clause 14, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
You must, in connection with these Terms:
We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.
These Terms will commence when you create an account through which to access the Platform or Services, or when you otherwise access our Platform.
These Terms will continue in force until they are terminated in accordance with this clause 16.
You may terminate these Terms without cause at any time.
In addition to the rights outlined under clause 3.7, we may terminate these Terms, or terminate or suspend your access to the Services or Platform in our absolute discretion, and without providing notice to you, including without limitation where:
On termination of the Terms, we will endeavour to delete any Registration Data you have provided to us within a reasonable time period after your account becomes inactive.
We may, at our absolute discretion, provide you support in relation to your use of the Platform.
You may access support services via the Platform and by submitting enquiries through to support@syncio.co.
We will endeavour to provide support on Business Days during Business Hours, however this cannot be guaranteed.
There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform.
You may link to the Platform, provided that you notify us of this, and also establish the link in a way that is fair, legal and does not damage, or take advantage of our reputation or any third parties. You must not establish any link in a way that suggests any form of association, approval or endorsement by us where none exists.
You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).
The Services or Platform must not be framed on any other website or platform without our written consent.
We reserve the right to withdraw linking permission under this clause 19 by updating these Terms.
Any notice required to be given pursuant to these Terms will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms (or to such other address as either party may from time to time notify the other in accordance with this clause).
A notice given under clause 20.1 will be deemed to have been delivered 24 hours after the email is sent.
We may, from time to time, change these Terms. We will notify you at least 30 days before such changes apply to you. We may assign or transfer our agreement with you including our associated rights at any time and you agree to cooperate with us in connection with such an assignment or transfer.
The provisions of these Terms that are capable of having effect after the termination or expiry of these Terms will remain in full force and effect following the termination or expiry of these Terms.
You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms
If either party chooses to waive or ignore a breach of these Terms, this will not prevent that party from taking action in respect of the same type of breach at a future date.
Nothing in these Terms is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms will continue in full force and effect.
If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms will continue in full force and effect.
These Terms is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
These Terms may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
These Terms constitute the entire agreement between the parties in respect of the subject matter of these Terms and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.