Syfer25 SaaS Terms of Use

1. Acceptance of Terms

The Service is provided, operated, and owned by Syfer25 and its related entities or body corporates ("we", "us", "our").

1. By using the Service and choosing your Subscription Plan, you agree to these terms of use as supplemented by the Subscription Plan (this Agreement). This Agreement constitutes a binding legal contract between you and us, and your continued use constitutes your acceptance and acknowledgment of this Agreement, our Privacy Policy, Fair Use Policy, Data Processing Addendum, and any other policy displayed on our Service.
2. We may amend or modify this Agreement from time to time by giving you 7 days' notice. If you do not agree, notify us; otherwise, you are deemed to accept the amended version.
3. This Agreement will prevail over any other terms between you and us.
4. Capitalized terms have the meaning given when first used with bolded brackets or as defined in clause 20.

2. Subscription Period and Auto-Renewal

1. Subscription starts on the purchase date and continues for the chosen period.
2. At the end of each period, your Subscription will auto-renew unless you notify us.

3. Licence

1. Upon compliance, you receive a non-exclusive, non-transferable, personal, and revocable license to use the Service for the Permitted Purpose during your Subscription Period.
2. Use of the Service is subject to our Fair Use Policy. A breach of the Fair Use Policy is a breach of this Agreement.
3. You must not:
   • use the Service for purposes other than the Permitted Purpose;
   • use the Service in breach of laws or infringing another's rights, including Intellectual Property Rights;
   • send unsolicited commercial electronic messages (spam);
   • compromise or interfere with the Service/systems, including introducing viruses, worms, trojan horses, or email bombs.

4. Your Warranties

1. You warrant and agree:
   • no legal restrictions prevent you from agreeing;
   • you are not Insolvent;
   • you will act courteously, not in an antisocial, abusive, hostile, or obscene way;
   • cooperate and provide necessary info to us when requested;
   • you are responsible for obtaining consents/licenses/permits;
   • all info you provide is accurate; we rely on it to provide Service;
   • you are responsible for establishing and maintaining the Operating Environment needed for Service use.

5. Our Warranties

1. We warrant:
   • Service performs materially as per Specifications;
   • Service does not infringe on Intellectual Property Rights of others;
   • We maintain qualified staff to operate the Service as per Agreement.

6. Support Services

1. We will provide Support Services during the Subscription Period if:
   • you are not in breach and use Service as intended;
   • your Operating Environment meets Specifications;
   • all required info has been given for Support Services.
2. Our liability for failure to provide Support Services is limited to resupplying Service support.
3. Intellectual Property Rights in Support Services enhancements/customisations are owned by us.

7. Fees

1. Fees must be paid without counterclaim or deduction as per your Subscription Plan.
2. All amounts are exclusive of applicable Tax, which you must pay in addition.
3. Payment processors may be used; any processor's fees are paid by you; comply with their terms.
4. Modification of Fees requires prior written notice:
   • increases effective after 30 days;
   • no more than once in 12 months;
   • no increases during initial Subscription Period.
5. Fees paid are non-refundable, except where required by law.
6. If you dispute an invoice, pay all undisputed amounts.
7. If you fail to pay within 14 days, we may suspend access and charge interest at 1% per month.

8. Updates

1. We may implement Updates to the Service at our discretion and will endeavor to provide reasonable prior notice if availability/material impact is affected.

9. Termination

1. Either party may terminate the Subscription at any time, effective only at the end of the current Subscription Period.
2. Immediate termination is permitted if:
   • in our case, breach of law (including spam laws);
   • the other party is Insolvent;
   • a breach of this Agreement not remedied within 14 days of written notice.

10. Effects of Termination

1. • You must stop using the Service; we may disable your access.
   • Each party must return or delete/destroy the other's Confidential Information and IP, unless required to retain by law.
   • We may delete all User Data one month after termination.
   • All Fees up to and including termination must be paid within 5 Business Days. No refund of already paid Fees.
   • Survival: Clauses 10, 11, 12, 13, 14, 15, 16, and 17 survive.

11. Intellectual Property

1. We own all Intellectual Property Rights in the Service, Support Services, docs, improvements, etc. Nothing here transfers IP to you.
2. If you give feedback, IP in feedback and resulting improvements becomes ours.
3. You must not (without written consent): copy, reproduce, distribute, enhance, reverse engineer, resell, or make derivative works of our IP, nor remove or tamper with trademarks or notices.
4. We may seek injunctions/remedies for breach of our IP rights.

12. User Data

1. You own all IP rights in User Data.
2. We may monitor/analyze usage in anonymized, aggregated format. IP in Analytics and related content/software is ours.
3. You grant us a perpetual license to use/process/copy/transmit/store/backup User Data to provide and improve the Service.
4. Represent and warrant on User Data: you're responsible, have rights/releases, it's legal, and its use does not violate any laws or rights.

13. Data Storage and Security

1. We use best efforts for secure storage but are not responsible for unauthorized use, destruction, loss, damage, or alteration due to interference.
2. We regularly backup User Data but cannot guarantee error-free data recovery.

14. Privacy

1. You are responsible for all Personal Information in your business.
2. Comply with all applicable Privacy Laws for all Personal Information under this Agreement.
3. Notify individuals as per Privacy Laws and notify us immediately of any breach.
4. Acceptance of this Agreement incorporates the Data Processing Addendum.

15. Confidentiality

1. Recipients must keep Confidential Information secret, except where permitted, with consent, provided by law, or shared with advisors on a "need to know" basis.
2. Use confidential info only for the disclosed purpose/in connection with this Agreement.

16. Limitation of Liability

1. To the maximum extent allowed by law, we exclude all liability and all implied or express Warranties except as set out here.
2. Complex software may have defects; Service is provided "as is" and "as available", not error-free or guaranteed against harmful components or data loss.
3. Service depends on Third Party Services—outages/interruption there are not our responsibility.
4. Any breach is limited to: repair/replace goods, resupply, or cost of supply. Liability is capped to 12 months’ Fees paid, and excludes Consequential Loss.

17. Release and Indemnity

1. We indemnify you for IP Claims (if Service infringes IP of third party) under certain conditions.
2. If allegation of IP Claim occurs, we may fix/terminate at our discretion.
3. You indemnify and release us for all Loss or Claims arising from Relevant Matters.
4. We may enforce indemnity provisions for benefit of Released Parties.

5. Claim

   A claim, action, proceeding, or demand made, present or future, actual or contingent.

   Loss

   Damage, cost, liability (including penalties, fines, interest), prospective or contingent.

   Released Party/Parties

   Us and our officers, directors, employees, affiliates, partners.

   Relevant Matter

   Includes damage, breach, data issues, anything disclaimed in this Agreement, misuse or abuse of Service, breach of law by you.

18. Unexpected Event

1. If obligations are prevented/delayed by Unexpected Event, this Agreement continues but performance is excused while Event persists.
2. Affected Party must promptly notify the other about the Event, its impact, and endeavor to limit effects and resume performance ASAP.

19. General

1. Notices must be in writing via email and are taken as read the day received (unless after 5pm or not a Business Day).
2. This Agreement overrides any other terms between you and us.
3. If there is a conflict within the Agreement, the order of precedence is: Fair Use Policy, Subscription Plan, these Terms, Data Processing Addendum.
4. You cannot assign/sublicense rights except as allowed. We may assign rights at our discretion.
5. No waiver except by express written consent.
6. Unenforceable provisions are severed where possible.
7. Except for clause 17, Agreement is for parties’ benefit—not third parties.
8. This Agreement is the entire agreement on its subject and supersedes prior agreements.
9. Governing law: State of New South Wales. Courts in NSW have exclusive jurisdiction.

20. Definitions

Agreement

This SaaS Terms of Use, Subscription Plan, Data Processing Addendum, Fair Use Policy, all policies on Website.

Business Day

A day when banks are open in the State, excluding weekends/public holidays.

Confidential Information

All proprietary/confidential information, except public knowledge, received without duty of confidence, known already, or independently developed.

Consequential Loss

Any indirect, consequential, remote, or unforeseeable losses (loss of profit/revenue/data/etc).

Data Processing Addendum

As at https://Syfer25.com/dpa or as signed by you.

Fair Use Policy

https://Syfer25.com/fair-use-policy

Fees

Set out in your Subscription Plan.

Insolvent

Defined as ceasing to pay, unable to pay, in liquidation, having a receiver, etc.

Intellectual Property Rights

All IP rights worldwide, registered/unregistered, including copyright, patents, trademarks, know-how, etc.

Operating Environment

Your facilities, systems, hardware, software, networks, devices, etc.

Permitted Purpose

Ordinary business use or as per Fair Use Policy/Subscription Plan.

Personal Information

As defined by Privacy Laws.

Privacy Laws

Privacy Act (as applicable), GDPR, Data Protection Act 2018, or other similar laws.

Privacy Policy

https://Syfer25.com/new-privacy-policy

Service

Syfer25 software and services as described.

Spam Laws

All applicable spam laws, including Spam Act 2003 (Cth) in Australia.

Specifications

As per your Subscription Plan.

State

New South Wales.

Subscription Period

Period selected by you and any renewal period per clause 2.2.

Subscription Plan

Your selected tiered package/plan, info page, or as agreed upon in writing.

Support Services

Listed in your Subscription Plan, otherwise helpdesk via ticket system in business hours.

Tax

Tax, levy, duty, or charge (e.g., GST, VAT), including associated penalties/interest.

Third Party Service

Software/hardware/API/network/platform/processor/etc. operated by a third party.

Unexpected Event

Events beyond reasonable control: fire, flood, war, pandemic, telecom failure, etc.

Update

Changes to Service: features, bug fixes, enhancements, etc.

User Data

Content/materials uploaded or generated by you using the Service.

Warranty/Warranties

Any express or implied representation or guarantee.

Website

https://www.syfer25.com

You

Any person who uses the Service.