Cloudle Terms of Use

Synkle is a brand name of Cloudle PTY Limited.

Welcome to Synkle, an online file synchronisation service designed especially for small businesses and consumers. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Synkle provides You with access to the Service. These Terms apply to both Trial Subscription and Paid Subscription Customers.

The Synkle Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Synkle Service. Synkle reserves the right to change these terms at any time, effective upon the posting of modified terms and Synkle will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on 1st October 2016.

1. Definitions

"Agreement"

means these Terms of Use.

"Access Fee"

means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Synkle may change from time to time on notice to You).

"Anniversary"

means the date on which you created your Synkle account. Depending upon your subscription type the anniversary date will occur monthly or annually.

"BETA Program"

means the testing of the Services in a live environment prior to the general release of the Services. During the BETA Program Synkle will reset the Service, website, configuration and user data as needed to support the test plan.

"Confidential Information"

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Your Systems"

Synkle provides a data transfer Service between the computer systems that You nominate during the account creation process.

"Data"

means any data inputted or transferred between Your Systems by You or with Your authority into the Website.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Service"

means the online services made available (as may be changed or updated from time to time by Synkle) via the Website.

"Website"

means the Internet site at the domain www.Synkle.com or any other site operated by Synkle and Cloudle.

"Cloudle"

means Cloudle Pty Limited ACN 600 780 961 of Level 4, Suite 401, 29-31 Solent Circuit, Baulkham Hills, New South Wales, 2153, Austrlia and its related body corporates.

"Subscriber"

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"Synkle"

means any version (as applicable) of the online file synchronisation service and other online software applications made available by Cloudle for use by its Subscribers from time to time. "Us" and "We" has a corresponding meaning.

"You"

means the Subscriber. "Your" has a corresponding meaning.

2. Offer Details

2.1. Information Regarding Auto-Renewal, Cancellation, Pricing and other Terms:

In accordance with clause 4, Your Synkle Services will automatically renew, and Your credit card or other payment method will be automatically charged the current Access Fee at that time, for the Synkle Services on a recurring basis until you terminate your Synkle Service in accordance with clause 9.

You may Terminate your Synkle Services at anytime by going into the Account tab when you are logged in. See here www.synkle.com for more information or contact terminate@synkle.com for help. If you Terminate your Synkle Services, you will still be charged for the current billing period.

Promotional pricing and free trials cannot be combined with other offers. Any promotional offers are available for a limited time only. Pricing, terms, features and support are subject to change by Synkle at any time.

2.2. Information Regarding Free Trials:

If You have elected to buy a paid Service, you are not eligible for a free trial. If You have elected a free trial Service, Your trial will expire after 14 days, or earlier if You elect to pay the Access Fee for a paid Service before then. To continue using Synkle after Your free trial expires, You will need to pay the Access Fee for a paid Service and enter Your credit card information in Synkle for processing. Features in the free trial edition are limited.

2.3. Information Regarding BETA program:

You will request and Synkle at its sole discretion may grant You access to the BETA Program. If You have elected to join the BETA program You will not be eligible for a free trial on general release of the Services. If You continue to use the Services following the conclusion of the BETA Program then You agree to pay the Access Fee for a paid Service and enter Your credit card information in Synkle for processing. Synkle will credit Your account with six (6) months free use if in Synkle's opinion You have actively contributed to the BETA Program for the full term of the BETA Program. You acknowledge that the BETA Program is a period of active Service testing in a live environment. Synkle gives no warranty about the Services. Synkle excludes all liability and responsibility to You for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website during the BETA Program. Synkle can terminate the BETA Program at any time.

3. Use of Software

Synkle grants You the right to access and use the Service via the Website with the particular features and access rights available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

4. Your Obligations

4.1. Payment obligations:

An invoice for the Access Fee will be issued each month starting on the date You created Your Synkle account. All invoices will include the Access Fee payable in advance for the following months Service. Synkle will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8. 

All Synkle invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date. All invoices must be fully paid up within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

4.2. Processing Fee payments

4.2.1. Debiting of Access Fees will ordinarily occur on the monthly Anniversary of the date You created your Synkle Account (but may occur at other times as required or permitted under these Terms) and can be in advance or in arrears as Synkle determines.

4.2.2. It is Your responsibility to ensure You have sufficient credit available on your nominated credit card or other payment method to cover your monthly payment and that your card details are current and correct.

4.2.3. If the debit to your card is declined — Synkle will attempt to re-draw 3 times. If these attempts fail, will advise you by email of the decline and You will be allowed 14 days to respond. A dishonour fee may also be charged by both Synkle and Your financial institution to cover reasonable administrative and processing costs. Where the Access Fees remain unpaid, Synkle may suspend or terminate Your use of Synkle Service.

4.2.4. If there is a problem — If You believe there has been an error in debiting your credit card, You should notify Synkle immediately at accounts@synkle.com so that Synkle can resolve Your query promptly. If Synkle concludes that your credit card has been incorrectly debited, Synkle will arrange a refund of the incorrect debit.

4.3. Goods and services tax (GST) and duties

4.3.1. All payments due to Synkle (eg. Access Fees, reimbursement by You to us of any amounts or payments under indemnities), unless already stated to be GST inclusive, are to be increased by the amount of any GST liability Synkle has in relation to supplies Synkle makes to which those payments relate.

4.3.2. You must pay all duties (eg. stamp duty, other government charges or financial institution account fees, if applicable) payable in relation to Your use of Synkle. If Synkle have paid them, they must be reimbursed by You on Synkle's request.

4.4. General obligations:

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Synkle or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

4.5. Access conditions:

4.5.1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Synkle of any unauthorised use of Your passwords or any other breach of security, reset Your password and You must take all other actions that Synkle reasonably deems necessary to maintain or enhance the security of Synkle's computing systems and networks and Your access to the Services.

4.5.2. As a condition of these Terms, when accessing and using the Services, You must:

i. not attempt to undermine the security or integrity of Synkle's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;

ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

iv. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

4.6. Usage Limitations:

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Synkle's application programming interface. Any such limitations will be advised.

If You exceed the limitations that have been advised to You then Synkle reserves the right to suspend or limit Your account or Service. Synkle also reserves the right to charge you additional Access Fees.

4.7. Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Synkle is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Synkle does reserve the right to remove any communication at any time in its sole discretion.

4.8. Indemnity:

You indemnify Synkle against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Synkle, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

5. Confidentiality and Privacy

5.1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

5.1.1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

5.1.2. Each party's obligations under this clause will survive termination of these Terms.

5.1.3. The provisions of clauses 5.1.1 and 5.1.2 shall not apply to any information which:

i. is or becomes public knowledge other than by a breach of this clause;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv. is independently developed without access to the Confidential Information.

5.2. Privacy:

Synkle maintains a privacy policy that sets out the parties' obligations in respect of personal information . You should read that policy at https://my.synkle.com/privacypolicy.php  and You will be taken to have accepted that policy when You accept these Terms.

6. Intellectual Property

6.1. General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Synkle (or its licensors).

6.2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Synkle Access Fee when due. You grant Synkle a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

6.3. Backup of Data:

You must maintain copies of all Data inputted into the Service. Synkle adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. Synkle expressly excludes liability for any loss of Data no matter how caused.

6.4. Third-party applications and your Data:

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Synkle may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Synkle shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

7. Warranties and Acknowledgements

7.1. Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

7.2.Acknowledgement:

You acknowledge that:

7.2.1.You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

7.2.2. Synkle has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

i. You are responsible for ensuring that You have the right to do so;

ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Synkle has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

iii. You will indemnify Synkle against any claims or loss relating to:

a. Synkle's refusal to provide any person access to Your information or Data in accordance with these Terms,

b. Synkle's making available information or Data to any person with Your authorisation.

7.2.3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.

7.2.4. Synkle does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Synkle is not in any way responsible for any such interference or prevention of Your access or use of the Services.

7.2.5. Synkle is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.

7.2.6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

7.2.7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

7.3. No warranties:

Synkle gives no warranty about the Services. Without limiting the foregoing, Synkle does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

7.4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

8. Limitation of Liability

8.1. To the maximum extent permitted by law, Synkle excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

8.2. If You suffer loss or damage as a result of Synkle's negligence or failure to comply with these Terms, any claim by You against Synkle arising from Synkle's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.

8.3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 9.

9. Termination

9.1. Trial policy:

When You first sign up for access to the Services You have the option to evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed on the monthly Anniversary date from the day You created Your Synkle account.If You choose not to continue using the Services, You may delete Your account in the 'Account' section of the Services.

9.2. Prepaid Subscriptions:

Synkle will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

9.3. No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 4.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

9.4. Breach:

If You:

9.4.1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

9.4.2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 4.4 or any payment of Access Fees that are more than 30 days overdue); or

9.4.3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Synkle may take any or all of the following actions, at its sole discretion:

9.4.4. Terminate this Agreement and Your use of the Services and the Website;

9.4.5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

9.4.6. Suspend or terminate access to all or any Data.

9.4.7. Take either of the actions in sub-clauses (4), (5) and (6) of this clause 9(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Plans (as defined at clause 3) is not made in full by the relevant due date, Synkle may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

9.5. Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

9.5.1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and

9.5.2. immediately cease to use the Services and the Website.

6. Expiry or termination:

Clauses 4.1, 4.7, 5, 6, 7, 8, 9 and 11 survive the expiry or termination of these Terms.

10. Help Desk

10.1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Synkle. If You still need technical help, please check the support provided online by Synkle on the Website or failing that email us at support@synkle.com.

10.2. Service availability:

Whilst Synkle intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Synkle has to interrupt the Services for longer periods than Synkle would normally expect, Synkle will use reasonable endeavours to publish in advance details of such activity on the Website.

11. General

11.1. Entire agreement:

These Terms, together with the Synkle Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Synkle relating to the Services and the other matters dealt with in these Terms.

11.2.Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

11.3.Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

11.4. No Assignment:

You may not assign or transfer any rights to any other person without Synkle's prior written consent.

11.5. Governing law and jurisdiction:

If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.

11.6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

11.7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Synkle must be sent to hello@synkle.com or to any other email address notified by email to You by Synkle. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

11.8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.