Master Service Agreement

Most Syncetix users do not need this document. If you signed up on the website, your contract with Syncetix is the Terms of Service. This Master Service Agreement (MSA) is our standard template for negotiated deals - enterprise, agency, or partner arrangements where click-through terms are not enough. It only applies if both parties sign it together with an order form. Nothing on this page creates a contract by itself.

1. How this agreement is structured

A negotiated deal consists of this MSA plus one or more signed order forms. Each order form specifies the services provided, the fees, the term, and any special conditions - including any service levels or negotiated liability caps. An order form takes effect when both parties sign it, and each order form incorporates this MSA.

Precedence. A signed MSA together with its order form overrides the self-serve Terms of Service for the customer that signed it. The Data Processing Agreement attaches to whichever agreement governs - this MSA for signed deals, the Terms of Service for self-serve accounts. If this MSA and an order form conflict, the order form wins for that order form only.

2. The services

Syncetix provides an ecommerce operations platform: it imports supplier catalogs, publishes and updates listings on connected storefronts and marketplaces (such as WooCommerce and eBay), imports orders, uploads shipment tracking, and provides bookkeeping and reporting tools. The order form describes which services and any deployment specifics apply to the deal.

3. Availability and support

Syncetix will operate the platform with commercially reasonable skill and care and aim to keep it available around the clock, excluding planned maintenance and events outside its reasonable control.
Support is provided by email during business hours. Any additional support channels or response targets are stated in the order form.
Specific service level commitments (uptime targets, credits, response times), if any, live in the order form. Where the order form is silent, no specific service level applies.

4. Fees and payment

Fees are as stated in the order form. Unless the order form says otherwise, invoices are payable net 30 days from the invoice date.
Fees are exclusive of taxes. The customer is responsible for applicable sales, VAT, or similar taxes, other than taxes on Syncetix's income.
Marketplace, storefront, and supplier fees (for example eBay listing fees) are charged by those platforms directly to the customer and are never Syncetix's responsibility.
Refunds under a signed order form follow that order form. The self-serve Refund Policy applies only to self-serve accounts.

5. Term and renewal

This MSA starts on the effective date stated in the first order form and continues while any order form is in effect. Each order form has its own term. Unless the order form says otherwise, an order form renews for successive periods equal to its initial term, and either party may decline renewal by written notice at least 30 days before the current period ends.

6. Confidentiality

Each party may receive non-public information from the other (pricing, product plans, business data, customer data). Each party will use the other's confidential information only to perform this agreement and will protect it with at least the care it uses for its own confidential information, and never less than reasonable care.
Confidentiality does not cover information that is public through no fault of the recipient, already lawfully known, independently developed, or lawfully received from a third party.
A party may disclose confidential information when legally required, with prior notice to the other party where lawful and practicable.
These obligations survive for three years after the agreement ends; obligations for personal data survive as long as the DPA and applicable law require.

7. Intellectual property and data

Syncetix owns the platform - the software, infrastructure, designs, and documentation, including improvements made during the term. The customer receives a non-exclusive, non-transferable right to use the services during the term for its own business.
The customer owns its data - catalog, listing, order, buyer, tracking, and financial data it brings to or generates in the platform. Syncetix processes it only to provide the services, as described in the Privacy Policy and the DPA.
Syncetix may use anonymized, aggregated usage statistics to operate and improve the platform, provided no customer, merchant, or buyer is identifiable.
Feedback the customer chooses to give may be used by Syncetix without obligation.

8. Data protection

Where Syncetix processes personal data on the customer's behalf - including buyer names, addresses, order details, and tracking numbers flowing through sync - the Data Processing Agreement applies and forms part of this MSA. The platform is hosted in the EU, and the current list of sub-processors is set out in the DPA.

9. Warranties

Each party warrants that it can lawfully enter this agreement and that its signatory is authorized.
Syncetix warrants that the services will perform materially as described in the order form and this MSA. The customer's remedy for breach of this warranty is re-performance or, if Syncetix cannot fix the problem within a reasonable time, termination of the affected order form and a pro-rata refund of prepaid fees for the unused period.
The customer warrants that it has the right to connect the stores, marketplaces, and supplier feeds it adds, and that its use of the services complies with applicable law and the policies of the platforms it connects.
Except as stated in this section, the services are provided without other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

10. Liability

To the maximum extent permitted by law, neither party is liable for indirect or consequential damages - including lost profits, lost sales, or marketplace account actions - arising from this agreement.
Each party's total liability for all claims under an order form is capped as set out in that order form. If the order form does not state a cap, the cap is the fees paid or payable by the customer under that order form in the twelve months before the claim.
Nothing in this agreement limits liability that cannot be limited by law, including liability for fraud or wilful misconduct, or either party's confidentiality obligations to the extent the order form says so.

11. Termination

For cause: either party may terminate this MSA or an affected order form if the other party materially breaches it and does not cure the breach within 30 days of written notice, or if the other party becomes insolvent.
For convenience: only if and as the order form allows, on the notice period stated there.
On termination, the customer may export its data for 30 days, after which Syncetix deletes or anonymizes it as described in the Privacy Policy and the DPA. Fees accrued before termination remain payable; sections on confidentiality, IP, liability, and governing law survive.

12. General

Notices under this agreement must be in writing, to the contacts named in the order form.
Neither party may assign this agreement without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice.
Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations.
This MSA and its order forms are the entire agreement for the deal they cover and can only be amended in a writing signed by both parties.
This agreement is governed by the laws of [the operator's jurisdiction - to be confirmed].

13. Starting a negotiated deal

To discuss an enterprise or agency arrangement under this MSA, contact info@syncetix.com. Syncetix will prepare an order form referencing this template; the signed copy, not this web page, is the binding version.