Terms of Service

Date of last revision: 19th of April 2013

Slyncy is an integration solution which helps businesses move their Data across cloud based, on premise and desktop applications via “Connectors”.

The slyncy website at www.slyncy.com (Website) allows a Subscriber to create a Data Hub to synchronise Data between platforms (Service). The operator of the Website that provides the Service is Village Chief Pty Ltd ACN 153 295 571 (Village Chief). Use of the Website and the Service is subject to this Terms of Service (TOS) as well as Village Chief’s Privacy Policy, both of which are incorporated into this TOS.

When you access the Website or use the Service, you agree that you have read, understood, and are making an offer to Village Chief to be bound by the terms and conditions contained herein. The Offer made by the Subscriber in these terms and conditions apply from the time that Village Chief accepts the Subscribers offer by charging their nominated credit card until the Subscriber discontinues access to the Service.

1.1 Definitions

Connector means a ‘spoke’ of Village Chief’s hub-and-spoke architecture which transfers a Subscriber Account’s Data between the Datahub and the third-party systems listed at http://www.slyncy.com/integration. A connector can transfer different Data types (contacts, products, invoices, payments for example and maps relevant Data fields.

Data means any record which a Subscriber Account imports to the Datahub from any third party software that Slyncy provides a Connector to as described and updated from time to time at http://www.slyncy.com/integration.

Datahub means a set of Data-tables which serves as a central repository of Subscriber Account’s Data. It is the hub of a hub-and-spoke system architecture and facilitates the transfer of Data between third party systems using Connectors.

Service means Village Chief’s Data synchronisation service delivered from its Website.

Subscriber Account means an account creates by a Subscriber for the purposes of using the Services.

Trial Account means a Subscriber that has elected to trial the Service for a limited period

1.2 General

To use the Service provided by Village Chief you must create a Subscriber Account. After creating an Account and agreeing to be bound by the term and conditions contained in this TOS, Subscribers must configure their Connectors correctly in order for their Data to synchronise.

Under no circumstances will Village Chief be liable for any errors caused to Subscriber Data because of misconfiguration of the Connectors. Please refer to our guide at http://www.slyncy.com/page/getting-started.html or contact support@slyncy.com if you are unsure or need further assistance with configuring the Connectors.

2. Subscriber Account

2.1 Creation of a Subscriber Account

Subscribers agree to create a Subscriber Account to access Slyncy’s Services. In creating and using a Subscriber Account, Subscribers agree:

(a)       to provide Village Chief with complete and accurate information on themselves and the organisation that they represent;

(b)       that they are authorised by the owner of the Data to Syncronise that Data using the Connectors;

(c)       not to register multiple Subscriber Accounts;

(d)       not impersonate someone else; and

(e)       to allow us to request any form of appropriate identification from you to verify your identity.

2.2 Account and Password

Subscribers agree to keep any passwords associated with their account confidential. Subscribers are expressly prohibited from sharing their account details with anyone other than the owner or their authorised officer or agent.

2.3 Termination of Subscriber Account

(a)       Village Chief reserves the right to limit, cancel, suspend or terminate a Subscriber Account without notice to the Subscriber and without providing a reason if we have reason to believe the Subscriber is breaching any of the terms and conditions contained in TOS or are of the opinion that a Subscribers use of their Account may be a breach of a third party’s intellectual property rights or is otherwise illegal.

(b)       Subscribers agree not to hold us liable for claims, demands or damages (including actual and consequential losses) of any kind for closing a Subscriber Account where the Subscribers conduct caused us to cancel the Subscriber’s Account.

2.4 Termination by Subscriber

If for any reason, the Subscriber decides not to continue with their use of the Service, they must email support@slyncy.com to terminate their account. Termination will be effective three (3) days from Village Chief receiving notice of Termination.

2.5 Effect of Termination

If either party terminates for any reason whatsoever, then Village Chief will: purge all data held in the case of Trial Account holders after three (3) months; or in the case of Subscribers after a period of twelve (12) months. You will be provided with an express warning of this.

3. Subscription Fees

3.1 Pricing Plans

(a)       Subscribers agree to pay the fee associated with the selected Service according to the plan that they have selected when creating a Subscriber Account. For information on pricing plans visit www.slyncy.com/page/pricing

(b)       Slyncy does not collect or store credit card information. Subscribers consent to Village Chief passing their Credit Card details to its secure third party credit card provider ChargeBee.com.

3.2 Refund Policy

(a)       We are happy to provide refund within the first thirty (30) days of creating an Account. If you are unable to get the Connector to work properly or if the Connector fails to perform the basic functions as designed and you have worked with the support team to resolve these issues.

(b)       Refunds will be granted at the sole discretion of Village Chief. No automatic refunds will be given after thirty (30) days from the initial purchase.

4. Operation of the Service

4.1 Fair use and API limits

(a)       Subscribers acknowledge that third party providers may influence the way in which Village Chief provides the Service. It is up to the Subscriber to ensure that they comply with any restrictions imposed by third parties in using the Connectors.

(b)       If Subscribers exceed any data limits that relate to their Account, Village Chief may at its discretion upgrade a Users Account (at their cost) to reflect the amount of data that the Subscriber uses.

4.2 Changes to the Service

(a)       Village Chief may at its sole discretion change, modify, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently, at any time. We will endeavour to provide Subscribers with notice if possible.

(b)       Village Chief will make all reasonable attempts to bring the timing of any outages to Subscribers attention, however Subscriber must be aware that any outage may interfere with their scheduled synchronisations and take appropriate action.

(c)       Village Chief may make improvements and or changes to the Service at any time without notice. We do not warrant that the information architecture or navigation will not change now or at any time in future.

(d)       Further, the use of our Service is contingent on being able to integrate with those third party systems that we connect to. We are not responsible should we be denied access to those third party systems.

4.3 Maintenance

(a)       Under no circumstances will Village Chief be liable for any such change, modification, suspension, improvement or discontinuance of the Service.

(b)       If a Subscriber does not agree with any of these changes, they may terminate their account by notifying support@slyncy.com.

4.4 Communications with Village Chief

All notices and other communications required under this TOS should be directed to Village Chief at support@slyncy.com. Notice is deemed given twenty-four (24) hours after the notice is sent. Alternatively, we may give Subscribers notice by mail to the address provided during the Account registration process. In this case, notice is deemed given three (3) days after the date the electronic email is sent.

5. Prohibitions on use of the Service

5.1 Prohibited actions by Subscribers

The Service must not be used in any manner that infringes Village Chief’s rights. Subscribers must not:

(a)       data mine or conduct automated searches on our Website or the Data on our Website, whether through the use of additional software or otherwise; or

(b)       tamper with, hinder the operation of, or make unauthorised modifications to the Website or any part of the Service; or

(c)       attempt to reverse engineer or attempt to extract the source code that operates the Service;

(d)       transmit any virus, worm or other disabling feature via a Connector; or

(e)       abuse, defame, harass, stalk, threaten or otherwise violate our legal rights.

5.2 Subscriber warranties

Subscribers represent and warrant in relation to Data that they may upload to the Datahub that:

(i)       they are authorised to upload the Data;
(ii)      they are authorised by the business that they represent to create an Account;
(iii)     they will not knowingly transmit any worm, virus or other disabling feature to our Website;
(iv)      the Data does not represent or indicate any illegal acts;
(v)       they agree to the times they set for synchronisation of their Data;
(vi)      they have complied with Slyncy’s configuration guide in configuring the Connectors;
(vii)     the Data uploaded does not infringe any intellectual property right including, but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential information, trade secrets and copyright; and
(viii)    by providing the information the Subscriber is not breaking any law of any state of Australia or the Country where they are located.

6. Intellectual property

6.1 Trademarks

We may be the owner of several common law (or where indicated), registered trade marks which appear on the Website or use any such trademark pursuant to a separate agreement with the owner. Unauthorised use of these trademarks may infringe our intellectual property rights. Subscribers use of the Service grants no right or license to reproduce or otherwise use any Village Chief or third-party trademarks owned by systems that we connect to. If Subscribers infringe our rights in this regard we reserve our right to take action.

6.2 Privacy Policy

(a)       In using the Website and the Service, Subscribers are deemed to accept the terms and conditions of our Privacy Policy.

(b)       In using the Service, Village Chief may store generic information such as a Subscribers IP Address, cookie information, software and hardware attributes. We keep this information solely for the purpose of providing the Service. This information is not provided to any third party.

7. Limitation of liability

 

(a)       Subscribers access the Service at their own risk and are responsible for compliance with the laws of their jurisdiction in addition to those contained herein.

(b)       Village Chief makes the Service available for Subscribers to use, however we do not assume a duty of care to Subscribers. Subscribers are solely responsible for the Data integrity of the Data held in the Data Hub.

(c)       Village Chief makes no representation and provides no warranty regarding the quality, accuracy, completeness, merchantability or fitness for purpose of the Connectors to synchronise their Data to.

(d)       Subscribers are solely responsible for ensuring that they have accurately configured the Connectors before scheduling synchronisation of their Data. Village Chief is not responsible for any mismatch of the Data or overwritten Data caused by misconfiguration of the Connectors by Subscribers. If in doubt, contact support@slyncy.com.

(e)       Whilst we use our best endeavours to ensure that the Service works according to the purpose for which you have subscribed, Village Chief does not warrant or represent that the use of the Service will not cause damage to the Data if the Connectors are not configured correctly.

(f)       Where any law implies a warranty into these TOS which may not lawfully be excluded, then to the maximum extent permitted by law, our liability for breach of the warranty will at our option be limited to the supply of the Services again, or the payment of the cost of having them supplied again.

(g)       Where liability cannot be excluded, any liability incurred in relation to the use of the Website or the Data is limited as provided under the Competition and Consumer Act 2010 (Cth).

(h)       Under no circumstances will Village Chief be liable for any incidental, special or consequential damages, including damages for loss of business or other profits arising in relation to use of the Service.

8. Miscellaneous provisions

8.1 Cross border Dataflows

No representation or warranty is made that in Subscribing to the Service that Data will not flow out of the Jurisdiction of Australia. The exact location of a Subscriber’s Data will depend on which service has been selected.

8.2 Changes to these Terms of Services

We may change the TOS at our discretion by providing notice on our Website. The version of the TOS that applies to Subscribers will be available on the Website each time a Subscriber logs into their account. Continued use of our Service amounts to acceptance of any amended Terms and Conditions.

8.3 Entire agreement

This TOS and any warranties implied by law which are not capable of being excluded or modified amount to the entire agreement between the Subscriber and Village Chief. Any contact with Village Chief’s Officers, Agents or Authorised Representatives that includes any statements representations, warranties (if any) whether expressed or implied, including any collateral agreement or warranty, with reference to the subject matter or the intentions of either of the parties are merged and otherwise are excluded and cancelled by those contained in this Terms of Service.

8.4 Indemnity

By using the Service, Subscribers indemnify Village Chief and our respective Officers, Agents and Authorised Representatives against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that we may incur or suffer as a direct or indirect result of:

(i)       a breach of this TOS by the Subscriber;
(ii)      an actual or alleged breach by you of any law, legislation, regulation, by-law or code of conduct caused by Data uploaded or downloaded using the Service;
(iii)     any claims brought by or on behalf of any third party relating to any act or omission by you, including breach of a third parties copyright or trade mark except to the extent that any such liability, loss, damage or expense is caused or contributed to by Village Chief, our respective Officers, Agents or Authorised Representatives.

Village Chief indemnifies the Subscriber against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that the Subscriber suffers as a result of a breach of any third party claim against Village Chief for breach of intellectual property rights.

Each party indemnifies and must keep indemnified the other party against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against a party or which the party may pay, sustain or incur as a direct or indirect result of any use or performance of the Services by the other party which infringes the Intellectual property rights of any person or third party.

8.5 Jurisdiction

Subscriber Accounts irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Queensland Australia. A dispute between the parties to this agreement will be heard by a Court in this Jurisdiction.

8.6 No Agency, Partnership or Joint Venture

The parties to this Agreement contract at arm’s length. Nothing contained herein is to be deemed as creating, giving effect to or otherwise recognising a relationship of partnership, agency, joint venture or other form of relationship between the parties.

8.7 Severance

If any part of this agreement are found to be void, unlawful or unenforceable then that part will be deemed to be severable from the balance of the agreement and the severed part will not affect the validity and enforceability of the remaining terms and conditions.

8.8 Waiver

If we do not act in relation to a particular breach by a Subscriber of these Terms and Conditions, this will not be treated as a waiver of Village Chief’s right to act with respect to subsequent or similar breaches.