Terms of Service

INTRODUCTION

These Service Terms (“Agreement”) govern the use of the SyncMyOrders integration platform (the “Service”) provided by SyncMyOrders Sp. z o.o. (“Provider”). By signing a Statement of Work (“SOW”) that references these Service Terms, the customer identified in that SOW (“Customer”) agrees to be bound by the terms of this Agreement. In the event of any conflict between a SOW and these Service Terms, the SOW shall prevail with respect to the subject matter of that SOW. These Service Terms should be read together with:

• The Data Processing Agreement
• The Privacy Policy
• The applicable Statement of Work (SOW)

1. DEFINITIONS

Capitalised terms have the meanings described in this Section or the body of the Agreement. “Agreement” means these Service Terms, together with any applicable Statements of Work and amendments. “Authorised Users” means employees or contractors of Customer who are authorised by Customer to use the Service on Customer’s behalf. “Cloud Service” or “Service” means the SyncMyOrders integration platform, including all workflows, connectors, monitoring tools, and dashboards made available to Customer under this Agreement as further described in the applicable Statement of Work. “Customer Data” means all data, files, and information submitted to or processed by the Service on Customer’s behalf, including order data, inventory data, customer records, and any personal data therein. “Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679 (GDPR), the Polish Act on Personal Data Protection, and any other applicable EU or national data protection legislation. “Effective Date” means the date of the first SOW signed by both Parties, or the date specified in the applicable SOW. “Implementation Services” means the configuration, testing, and go-live support services described in the applicable Statement of Work. “Subscription Fee” means the recurring monthly fee for access to the Service as specified in the applicable SOW. “Subscription Term” means the period during which Customer is entitled to use the Service, as specified in the applicable SOW. “System Availability” means the percentage of minutes in a calendar month during which the key components of the Service are operational and accessible

2. SERVICES

2.1 Implementation Services

Provider shall configure the Service for Customer’s environment in accordance with the scope described in the applicable Statement of Work (SOW). Implementation Services include workflow setup, connector configuration, dry-run testing, and go-live support.

2.2 Cloud Service Access

Upon execution of this Agreement, Provider shall grant Customer and its Authorised Users a non-exclusive, non-sublicensable, non-assignable, limited right to access and use the Service during the Subscription Term, solely for Customer’s own internal business purposes. Customer’s use of the Service is subject to the Data Processing Agreement published by Provider.

2.3 Nature of Service

The Service operates on Provider’s infrastructure or on servers of hosting providers contracted by Provider. No software is installed on Customer’s servers or devices. Customer accesses the Service via APIs, webhooks, and dashboard interfaces as described in the applicable SOW.

2.4 IP Ownership

Provider retains all right, title, and interest in and to the Service, including all workflows, connectors, integration logic, source code, documentation, modifications, improvements, and derivative works — regardless of whether such workflows or integrations were developed as part of paid Implementation Services or otherwise. Nothing in this Agreement transfers ownership of any intellectual property to Customer.

2.5 General Know-How and Residuals

The Parties acknowledge that Provider is in the business of providing integration and automation services to multiple customers. Provider retains the right to use any general knowledge, skills, experience, ideas, concepts, techniques, and know-how acquired or developed in the course of performing services under this Agreement, provided that Provider does not disclose Customer’s Confidential Information in doing so.

2.6 Customer Data Ownership

Notwithstanding Section 2.4, Customer retains full ownership of all Customer Data processed through the Service. Provider’s rights in Customer Data are limited strictly to those necessary to provide the Service as described in this Agreement and the Data Processing Agreement. Provider acquires no ownership interest in Customer Data under any circumstances.

2.7 Service Changes

Provider may make changes to the Service that it deems necessary to maintain or enhance service quality, security, or compliance, provided that such changes do not materially reduce the core functionality described in the applicable SOW. Provider will notify Customer of material changes with reasonable prior notice.

2.8 Aggregated Data

Provider may compile aggregated, anonymised statistical data about Service performance for the purposes of improving the Service. Such data will not identify Customer or Customer Data

2.9 Feedback

Any feedback, suggestions, or ideas provided by Customer regarding the Service may be freely used by Provider to improve the Service without restriction, obligation, or compensation to Customer. Such feedback shall not be considered Customer’s Confidential Information.

3. FEES AND PAYMENT

3.1 Subscription Fee

The Subscription Fee is due monthly, beginning on the first day of the calendar month following Customer’s acceptance of the Service pursuant to Section 4. Invoices are issued at the start of each billing period and are payable within 14 calendar days.

3.2 Suspension for Non-Payment

If any amount due under this Agreement remains unpaid for more than 14 calendar days after the due date, Provider may suspend Customer’s access to the Service upon written notice. Suspension does not relieve Customer of the obligation to pay outstanding amounts. Service will be reinstated within 2 business days of receipt of full payment.

3.3 Taxes

All fees exclude applicable taxes. Each Party is responsible for its own applicable taxes arising under this Agreement. If Provider is required by law to collect VAT or similar taxes, such taxes will be added to invoices.

3.4 No Set-off

Customer shall pay all fees without set-off, recoupment, counterclaim, deduction, or withholding, except as required by applicable law

4. TESTING AND ACCEPTANCE

4.1 Acceptance Period

Following completion of Implementation Services, Customer shall have 30 calendar days to test the Service and determine whether it materially complies with the requirements set out in the applicable SOW (the “Acceptance Period”).

4.2 Acceptance or Rejection

Upon completion of testing, Customer shall notify Provider in writing of either:

• Acceptance — confirming the Service meets the requirements; or
• Rejection — specifying in reasonable detail any material defects. Failure to notify Provider within the Acceptance Period constitutes deemed acceptance.

4.3 Defect Resolution

If Customer provides a valid rejection notice, Provider shall use reasonable efforts to remedy the identified defects within 14 calendar days, after which a new 14-day testing period shall commence. If defects remain unresolved after two remedy cycles, either Party may terminate this Agreement without penalty, and Provider shall refund any implementation fees paid under the applicable SOW

5. SUPPORT AND MAINTENANCE

5.1 Support Services

Provider shall provide reasonable technical support via email during Provider’s regular business hours (Monday–Friday, 09:00–17:00 CET/CEST, excluding Polish public holidays). Provider targets initial response within 1 business day for standard issues and 4 hours for critical issues causing complete service outage.

5.2 Monitoring and Maintenance

Provider shall continuously monitor the Service to maintain performance and availability. Maintenance includes proactive identification and resolution of errors, security patching, and connector updates required due to third-party API changes.

5.3 System Availability

Provider shall maintain System Availability of at least 99%, measured monthly. Excluded from availability calculations: scheduled maintenance windows (communicated at least 48 hours in advance), outages caused by third-party systems or services that the Service depends on, and force majeure events

6. CUSTOMER DATA

6.1 Use of Customer Data

Provider shall access and use Customer Data solely to provide and maintain the Service under this Agreement. Provider shall not disclose Customer Data to third parties except as directed by Customer through the Service, as required by applicable law, or as permitted under the Data Processing Agreement.

6.2 Security

Provider shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, use, alteration, or disclosure, consistent with industry standards for cloud integration services.

6.3 Data Processing Agreement

The Parties shall process personal data in accordance with the Data Processing Agreement. In case of conflict between this Section 6 and the Data Processing Agreement, the Data Processing Agreement shall prevail with respect to personal data.

6.4 Data Return and Deletion

Upon termination or expiry of this Agreement, and upon Customer’s written request, Provider shall make available to Customer a copy of Customer Data in Provider’s standard export format (as available in the Service at the time of the request) within 30 calendar days. Provider shall thereafter delete Customer Data from its systems within 60 days, unless retention is required by applicable law

7. CONFIDENTIALITY

7.1 Definition

“Confidential Information” means any non-public business, technical, or financial information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement, whether disclosed in writing, orally, or by any other means, and whether or not marked as confidential.

7.2 Exclusions

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party at the time of disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is received from a third party without restriction.

7.3 Obligations

The Receiving Party agrees to: (i) protect Confidential Information with the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; and (iii) disclose Confidential Information only to employees or contractors who need to know it and are bound by confidentiality obligations no less protective than this Agreement.

7.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt prior written notice (where permitted) and reasonably cooperates with any effort to seek a protective order.

7.5 Irreparable Harm

Each Party acknowledges that breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief without the requirement to post a bond

8. RESTRICTIONS

8.1 Customer Restrictions

Customer shall not, directly or indirectly:

• reverse engineer, decompile, disassemble, or attempt to derive source code or algorithms from the Service;
• rent, lease, sell, sublicense, assign, distribute, or otherwise make the Service available to any third party;
• use the Service for the benefit of any third party other than Customer’s Authorised Users acting on Customer’s behalf;
• modify, adapt, or create derivative works of the Service;
• probe, scan, or test the vulnerability of the Service’s infrastructure;
• take any action that imposes an unreasonable load on the Service’s servers or networks;
• upload or transmit malicious code, viruses, or disruptive files;
• access or attempt to access another customer’s data or systems through the Service;
• use the Service in violation of any applicable law or regulation.

8.2 Scope of Licence

The licence granted under Section 2.2 is specific to Customer’s own business environment as described in the applicable SOW. The Service may not be used for Customer’s affiliates or related entities unless separately agreed in writing.

8.3 Customer Responsibilities

Customer is responsible for: (i) maintaining the security and confidentiality of any API credentials or access tokens provided to Provider or used in connection with the Service; (ii) ensuring Authorised Users comply with this Agreement; (iii) providing timely access to Customer’s systems, test data, and personnel as required for Implementation Services; and (iv) maintaining all third-party system subscriptions (e.g. ERP, e-commerce, and CRM platforms) required for the Service to operate

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations

Each Party represents and warrants that:

• it is duly incorporated and validly existing under the laws of its jurisdiction;
• it has full authority and capacity to enter into and perform this Agreement;
• this Agreement constitutes a legal, valid, and binding obligation, enforceable according to its terms;
• it is not under any restriction or obligation that would adversely affect its performance under this Agreement;
• there are no pending or threatened legal proceedings that would affect its ability to perform its obligations.

9.2 Provider Warranties

Provider warrants that:

• it owns or has sufficient rights to provide the Service and to grant the rights described in this Agreement;
• it shall use reasonable efforts consistent with prevailing industry standards to maintain the Service and perform the Implementation Services in a professional and workmanlike manner.

9.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.2, THE SERVICE IS PROVIDED “AS IS”. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS BEYOND THOSE DESCRIBED IN THE APPLICABLE SOW

10. INDEMNIFICATION

10.1 Indemnification by Provider

Provider shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided under this Agreement, infringes a third party’s intellectual property rights, and shall pay any damages finally awarded or settlement amounts agreed to, provided that Customer: (i) gives Provider prompt written notice of the claim; (ii) grants Provider sole control of the defence and settlement; and (iii) provides reasonable cooperation at Provider’s expense. Provider’s obligations under this Section 10.1 shall not apply to claims arising from: (a) Customer Data or any content provided by Customer; (b) use of the Service in combination with third-party systems, software, or data not provided by Provider, where the infringement would not have occurred but for such combination; (c) modifications to the Service made by or on behalf of Customer; (d) Customer’s use of the Service in violation of this Agreement or applicable law; or (e) Customer’s continued use of a version of the Service after Provider has made a non-infringing alternative available. If the Service becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement claim, Provider may at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing while maintaining materially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement and refund any prepaid Subscription Fees for the unused portion of the Subscription Term.

10.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Provider from and against any third-party claim arising from: (i) Customer Data or any content submitted by Customer through the Service; (ii) Customer’s use of the Service in violation of this Agreement or applicable law; or (iii) Customer’s breach of its obligations under Section 8, provided that Provider gives Customer prompt written notice, sole control of the defence and settlement, and reasonable cooperation at Customer’s expense.

10.3 Exclusive Remedy

This Section 10 states each Party’s sole liability and the other Party’s exclusive remedy for any third-party claims covered by this Section 10

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

Under no circumstances shall either Party be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

11.2 Liability Cap

Each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Subscription Fees paid by Customer in the 6 months preceding the event giving rise to the claim.

11.3 Exceptions to Limitations

The limitations in Sections 11.1 and 11.2 shall not apply to: (i) either Party’s indemnification obligations under Section 10; (ii) either Party’s breach of Section 7 (Confidentiality); or (iii) Customer’s payment obligations under Section 3.

11.4 Essential Basis

The Parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between them. These limitations apply regardless of the form of action (contract, tort, or otherwise)

12. TERM AND TERMINATION

12.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term specified in the applicable SOW. Unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Agreement shall automatically renew for successive periods equal in length to the original Subscription Term, on the same terms and conditions (including Subscription Fee, subject to any fee adjustment notified by Provider with at least 60 days’ prior written notice).

12.2 Termination for Cause — by Provider

Provider may terminate this Agreement upon 30 calendar days’ written notice if Customer: (i) breaches any material obligation under this Agreement and fails to cure such breach within the notice period; or (ii) becomes insolvent, enters bankruptcy proceedings, or ceases to operate as a going concern.

12.3 Termination for Cause — by Customer

Customer may terminate this Agreement upon 30 calendar days’ written notice if Provider: (i) breaches any material obligation under this Agreement and fails to cure such breach within the notice period; or (ii) becomes insolvent or ceases to operate as a going concern.

12.4 Effect of Termination

Upon termination or expiry: (i) all licences granted to Customer shall immediately cease; (ii) Customer shall cease all use of the Service; (iii) each Party shall return or destroy the other’s Confidential Information upon written request; and (iv) Provider shall make Customer Data available in accordance with Section 6.4. Sections 6, 7, 9.3, 10, 11, and 13 shall survive termination. The Data Processing Agreement shall survive to the extent Provider retains any personal data.

12.5 Outstanding Payments

Termination does not relieve Customer of any obligation to pay fees accrued prior to the termination date

12.6 Termination for Convenience by Customer

Customer may terminate this Agreement at any time by providing written notice to Provider. Termination shall take effect at the end of the then-current billing period in which the notice is given. No refund or credit shall be issued for any fees already paid for the billing period in which termination takes effect, or for any remaining portion of a pre-paid Subscription Term. This reflects the resource allocation commitments made by Provider in connection with the Service.

13. MISCELLANEOUS

13.1 Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland. Any disputes arising out of or in connection with this Agreement shall first be subject to good-faith negotiation between the Parties. If unresolved within 30 days, disputes shall be submitted to the competent courts of Kraków, Poland.

13.2 Entire Agreement

These Service Terms, together with any applicable Statement of Work, the Data Processing Agreement, and the Privacy Policy, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements.

13.3 Amendments

This Agreement may be amended only by written instrument signed by authorised representatives of both Parties.

13.4 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement without consent: (i) to an affiliate, provided the assignee assumes all obligations under this Agreement; or (ii) in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party’s assets, provided the assignee assumes all obligations under this Agreement. The assigning Party shall provide written notice of any such assignment within 15 days.

13.5 Waiver

Failure by either Party to enforce any right under this Agreement shall not constitute a waiver. Any waiver must be in writing to be effective.

13.6 Force Majeure

Neither Party shall be liable for delays or non-performance caused by events beyond its reasonable control (including natural disasters, government actions, or internet infrastructure failures), except that this does not excuse payment obligations.

13.7 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties. Each Party is an independent contractor.

13.8 Notices

All notices shall be given in writing by email to the addresses specified in the applicable SOW, with confirmation of receipt. Notices are effective upon confirmed delivery.

13.9 Marketing Reference

Provider may include Customer’s name and logo in Provider’s customer lists and on Provider’s website, unless Customer provides written objection at any time. Any case studies, testimonials, or marketing materials that describe Customer’s use of the Service in detail require Customer’s prior written approval.

13.10 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect

14. CHANGES TO THESE TERMS

14.1 Updates

Provider may update these Service Terms from time to time. Provider shall notify Customer of material changes at least 30 days before they take effect.

14.2 Continued Use

Customer’s continued use of the Service after the effective date of updated Service Terms constitutes acceptance of the updated terms. If Customer does not agree with a material change, Customer may terminate the Service in accordance with Section 12.