Terms of Service

These Terms of Service (the "Terms") govern Customer's use of the SalesSynq software-as-a-service offering and any related services (together, the "Service") provided by SalesSynq ("SalesSynq", "we", "us"). By signing an Order Form referencing these Terms, by clicking "I accept," or by using the Service, the legal entity identified in the Order Form ("Customer", "you") agrees to these Terms.

1. Definitions

• Affiliate: an entity controlling, controlled by, or under common control with a party.
• Customer Data: data that Customer or its users submit to or generate through the Service, including data ingested from Customer's connected systems.
• Documentation: the user-facing documentation for the Service made available at salesynq.com or in-product.
• DPA: the Data Processing Agreement at /legal/dpa.
• Order Form: an ordering document executed between SalesSynq and Customer that references these Terms.
• Subscription Term: the period set out in the Order Form during which Customer is entitled to use the Service.
• User: an individual authorised by Customer to use the Service under Customer's account.

2. The Service

During the Subscription Term, SalesSynq grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes, in accordance with the Documentation, these Terms and the applicable Order Form.

SalesSynq may modify or improve the Service from time to time. SalesSynq will not materially reduce the functionality of the Service committed to in the Order Form during a paid Subscription Term without giving Customer reasonable notice.

3. Customer Account and Responsibilities

• Customer is responsible for the accuracy and quality of Customer Data and for the actions of its Users.
• Customer will keep its login credentials confidential and notify SalesSynq promptly of any unauthorised access.
• Customer represents that it has the right to provide all Customer Data to the Service and to authorise SalesSynq to Process it as contemplated by these Terms and the DPA.
• Customer is responsible for compliance with all laws applicable to its use of the Service and to Customer Data.

4. Acceptable Use

Customer will not, and will not permit any User or third party to:

• use the Service in violation of applicable law (including data-protection, export-control, anti-bribery and sanctions laws);
• infringe any intellectual-property right or other right of any third party;
• upload malware, attempt to penetrate the Service, or interfere with its operation or other customers' tenants;
• reverse-engineer, decompile or attempt to derive source code from the Service, except to the extent that this restriction is prohibited by mandatory law;
• resell, sublicense or use the Service to provide a service bureau or competing offering;
• upload special-category Personal Data (Article 9 GDPR) or data of children under 13;
• use the Service to send unsolicited communications in violation of applicable anti-spam law;
• use the output of the Service's AI features to make automated decisions producing legal or similarly significant effects on individuals (Article 22 GDPR), except after independent human review.

5. Customer Data — Ownership and Licence

Customer owns Customer Data. SalesSynq claims no right, title or interest in Customer Data. Customer grants SalesSynq a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data solely as needed to provide the Service in accordance with these Terms and the DPA.

No training on Customer Data. SalesSynq does not use Customer Data to train, fine-tune or otherwise improve any third-party or proprietary AI / machine-learning model.

Aggregated and de-identified data. SalesSynq may use information about how the Service is used in aggregated and de-identified form (such that it does not identify Customer or any individual) to operate, secure, support and improve the Service.

6. Privacy and Security

The DPA at /legal/dpa is incorporated into these Terms by reference. The current list of Sub-processors is published at /trust/subprocessors. SalesSynq will notify Customer of a Personal Data Breach affecting Customer Personal Data without undue delay and in any event within 72 hours of becoming aware of it (GDPR Article 33).

7. Confidentiality

Each party will protect the other's Confidential Information using the same standard of care that it uses for its own Confidential Information of similar nature, but no less than reasonable care, and will not use or disclose it except as needed to perform under these Terms. The receiving party may disclose Confidential Information if required by law or court order, after giving the disclosing party reasonable notice (where lawful) so it can seek a protective order.

Customer Data is treated as Customer's Confidential Information.

8. Fees, Billing, Taxes

• Customer will pay the fees set out in the Order Form. Unless stated otherwise, fees are payable in advance and non-refundable.
• Invoices are due within 30 days of the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are exclusive of taxes; Customer is responsible for sales, use, value-added and similar taxes other than taxes on SalesSynq's net income.
• SalesSynq may increase fees on renewal by giving at least 30 days' written notice prior to the renewal date.

9. Service Level

SalesSynq targets a monthly availability of 99.5% for the production Service, excluding scheduled maintenance, force-majeure events and issues caused by Customer or its Users. If actual availability falls below 99.5% in a billing month, Customer is entitled, as its sole and exclusive remedy and on written request within 30 days of the affected month, to a service credit calculated as follows:

Service credits are applied against future invoices and are not refundable.

10. Suspension

SalesSynq may suspend Customer's access to the Service if (i) Customer fails to pay undisputed amounts when due and the failure continues for 15 days after notice, (ii) Customer materially breaches Section 4 (Acceptable Use), or (iii) suspension is needed to address a security incident, court order or applicable law. SalesSynq will narrow the scope of any suspension to what is reasonably required and will restore access promptly once the cause is resolved.

11. Term, Renewal and Termination

• These Terms apply for the Subscription Term in the Order Form. Subscriptions auto-renew for successive periods equal to the prior term unless either party gives written notice of non-renewal at least 30 days before the renewal date.
• Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
• Either party may terminate immediately if the other becomes insolvent or makes an assignment for the benefit of creditors.
• On termination by Customer for SalesSynq's uncured material breach, SalesSynq will refund pre-paid fees for the period after termination on a pro-rated basis.

12. Effect of Termination

Within 30 days of termination, Customer may export Customer Data via the Service's export functionality. After that period, SalesSynq will delete or return Customer Data in accordance with the DPA, save where retention is required by law. Customer remains liable for unpaid amounts accrued before termination.

13. Warranties; Disclaimer

Each party warrants that it has the right and authority to enter into these Terms. SalesSynq warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term and that the Service will not contain malware introduced by SalesSynq.

Except as expressly stated in this Section, the Service is provided "as is". To the maximum extent permitted by law, SalesSynq disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. SalesSynq does not warrant that the Service will be uninterrupted, error-free or that AI-generated outputs will be accurate, complete or appropriate for any particular use.

14. Indemnification

By SalesSynq.SalesSynq will defend Customer against any third-party claim alleging that the Service, when used as permitted under these Terms, infringes a third party's patent, copyright, trademark or trade secret, and will pay any amount finally awarded against Customer (or agreed in settlement). If a claim arises or is likely to arise, SalesSynq may, at its option, (i) procure the right for Customer to continue using the Service, (ii) modify the Service to be non-infringing while maintaining materially equivalent functionality, or (iii) terminate Customer's subscription and refund pre-paid fees for the unused portion. SalesSynq has no obligation under this Section for claims arising from Customer Data, Customer's combination of the Service with non-SalesSynq products, or Customer's breach of these Terms.

By Customer.Customer will defend SalesSynq against any third-party claim arising from (i) Customer Data, (ii) Customer's breach of Section 4 (Acceptable Use), or (iii) Customer's violation of law, and will pay any amount finally awarded (or agreed in settlement).

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any loss of profits, revenues, goodwill or data, or for any indirect, incidental, consequential, special or punitive damages, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to SalesSynq under the applicable Order Form in the twelve (12) months preceding the event giving rise to the liability. The limits in this Section do not apply to (i) Customer's payment obligations, (ii) either party's indemnification obligations under Section 14, (iii) breaches of confidentiality, or (iv) liability that cannot be limited under applicable law (including liability for fraud, gross negligence, wilful misconduct, or death or personal injury).

16. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or utility outages, or epidemics. The affected party must use reasonable efforts to mitigate the impact.

17. Governing Law and Disputes

These Terms are governed by the laws of the jurisdiction in which the SalesSynq legal entity identified in the Order Form is established, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction, save that either party may seek injunctive relief in any court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

18. Changes to These Terms

SalesSynq may update these Terms from time to time. Material changes will be notified to Customer's administrative contact at least 30 days before they take effect. Continued use of the Service after the effective date of an updated version constitutes acceptance.

19. Miscellaneous

• Entire agreement. These Terms, the DPA, the Privacy Policy, any applicable Order Form and any policies referenced from within the Service constitute the entire agreement between the parties on the subject matter, superseding any prior agreement.
• Order of precedence. In the event of a conflict, the order of precedence is: (1) the Order Form, (2) the DPA, (3) these Terms, (4) the Documentation.
• Assignment. Neither party may assign these Terms without the other's prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.
• Notices. Notices must be in writing and delivered to the contact set out in the Order Form (for Customer) or to legal@salesynq.com (for SalesSynq).
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No third-party beneficiaries. These Terms do not create rights for any party other than the parties signing.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or employer/employee relationship.
• Publicity. SalesSynq may identify Customer as a customer (using its name and logo) on the public website and in customer lists. Customer may opt out at any time by writing to legal@salesynq.com.

20. Contact

Legal: legal@salesynq.com
Privacy: privacy@salesynq.com
Security: security@salesynq.com
Web: https://salesynq.com