End User Licence Agreement (EULA) | Sync Software

Important Notes

Last Updated: 05 September 2025

This EULA covers the use and access of Sync Software, a software-as-a-service (SaaS) solution designed to optimise business operations, enhance workflow management, and facilitate project collaboration. These services are delivered through a secure, cloud-based platform, allowing users to access and manage their data online, referred to in this document as the Software. This EULA also covers the content of the Software and any associated literature.

Please ensure that you read the terms of this EULA carefully before purchasing, using, and accessing the Software. Your use and access of the Software are subject to the terms set out in this EULA.

There are important terms in this EULA, including terms that limit and exclude our liability to you and obligations you have when using the Software. It is therefore important that you read them carefully.

Any use, reproduction, or redistribution of the Software that is not in accordance with the terms of this EULA is expressly prohibited.

Personal data that we collect in the course of your use and access of the Software shall be treated in accordance with our Privacy Notice.


1. INTRODUCTION

1.1 We are SYNC SOFTWARE LIMITED, registered in England and Wales under company number 14520117 with our office at Chancery House, Redhill, RH1 6AA (we, us, our).

1.2 This End User Licence Agreement (EULA) constitutes a legal agreement between us and you (you, your) for your use and access of the Software in the course of your business.

1.3 By using the Software, you agree to be bound by the terms of this EULA. If you do not agree to these terms, you must immediately stop using the Software.

1.4 Your use of the Software is subject to both this End User Licence Agreement (EULA) and our Terms and Conditions, which govern the purchase, subscription fees, billing policies, and other commercial aspects of your access to the Software. The Terms and Conditions can be found at: Terms and Conditions.

1.5 In the event of any inconsistency between this EULA and the Terms and Conditions:

  • This EULA will take precedence over the Terms and Conditions regarding usage rights, intellectual property, security obligations, and limitations of liability.
  • The Terms and Conditions will take precedence over this EULA in relation to payment terms, subscription fees, refunds, and billing policies.


2. THIS LICENCE

2.1 Where you use the Software in accordance with this EULA:

  • 2.1.1 We grant you a non-exclusive, non-transferable, revocable licence to use the Software within your business for internal business purposes only.
  • 2.1.2 We will provide the Software to meet the description, in all material respects, as set out on our website at https://syncsoftware.uk.

2.2 Each user must create a user account to access the Software. Your business is limited to the number of users paid for in accordance with our charges, confirmed during the registration process.

2.3 This EULA does not entitle you to other services such as implementation support, training, or customisation services unless agreed upon separately.


3. USER SUBSCRIPTIONS AND FEES

3.1 Access to the Software is provided on a per-user basis. Fees are payable either monthly or yearly via Stripe.

3.1.1 Users can manage their billing directly through Stripe, including upgrading or downgrading user subscriptions.

3.1.2 Sync Software reserves the right to adjust pricing with 30 days’ notice. Continued use of the Software after such adjustments constitutes acceptance of the new pricing.

3.2 Payments must be made in advance. If your payment is not received when due, we may:

3.2.1 Suspend access to the Software without liability.

3.2.2 Charge interest on any outstanding amount at the rate of 2% per year above the Bank of England’s base rate.

3.3 No refunds will be provided for partial months of service or unused user subscriptions.

3.4 If you purchase additional user subscriptions, they will be charged on a prorated basis for the remainder of the current billing period.


4. YOUR RESPONSIBILITIES

4.1 You are responsible for keeping your user account details secure and ensuring all users comply with this EULA.

4.2 You agree to comply with all applicable laws relevant to the use of the Software, including all applicable technology control or export laws and regulations.

4.3 You must notify us immediately if:

4.3.1 You suspect any unauthorised access or use of the Software.

4.3.2 You suspect your own network and systems have been compromised.

4.4 Where you access our Software through your browser, it is your responsibility to ensure that your browser is up to date.

4.5 You are responsible for maintaining an internet connection at your own expense. We are not responsible for any interruption to your use of the Software due to interruptions to your internet connection.

5. RESTRICTIONS

5.1 You must not:

5.1.1 sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Software to other parties in any way except as expressly permitted by this EULA;

5.1.2 remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code or data, copyright, trademark, or other proprietary notices, labels or copy protection Software contained on or within the Software;

5.1.3 use the Software for any illegal or immoral purposes;

5.1.4 exploit the Software (or part of), content contained in it or any of our related literature, for any commercial purpose;

5.1.5 export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations;

5.1.6 create data or executable programs which mimic data or functionality in the Software;

5.1.7 You must not create data or executable programs which mimic data or functionality in the Software, except where such programs are created using authorised API access provided by Sync Software. Any use of the API must comply with our Acceptable Use Policy and must not introduce security vulnerabilities or circumvent existing security measures.

5.2 You agree not to perform any security testing on the Software unless agreed with us in writing.


6. CONFIDENTIALITY AND DATA SECURITY

6.1 You agree that the Software and any intellectual property rights contained in the Software (including any content that was provided with the Software and any accompanying literature) anywhere in the world belong to us or anyone we hold a licence with.

6.2 Users are responsible for maintaining the confidentiality of their account details, including usernames and passwords.

6.3 Any unusual activity or suspected security breaches must be reported to Sync Software immediately.

6.4 Sync Software employs industry-standard security measures to protect user data, in full compliance with the General Data Protection Regulation (GDPR) and relevant data protection laws. In case of a data breach, affected users and the regulator will be notified in accordance with GDPR requirements..


7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights in the Software are owned by Sync Software or its licensors.

7.2 Users may not reverse engineer, decompile, or create derivative works from the Software.

7.3 Users are prohibited from using Sync Software’s trademarks or trade names without express written consent.


8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 The provisions in this section supplement the Limitation of Liability clause in the Terms and Conditions and provide additional details on exclusions, indemnification, and liability caps. Where any conflict arises between the two, this EULA shall govern the liability related to the use of the Software, while the Terms and Conditions shall govern liability related to payments, orders, and contractual obligations outside of Software use.

8.2 You agree that the Software has not been developed to meet your particular requirements, including any legal or regulatory requirements you may have. You must ensure that the Software meets your requirements.

8.3 We provide the Software on an “as is” basis only, and do not warrant that:

8.3.1 your use of the Software will be uninterrupted or error-free; or

8.3.2 the Software will be free from vulnerabilities or viruses.

8.4 We do not exclude or limit any liability for (i) death or personal injury arising from our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability to the extent it cannot be excluded or limited by law.

8.5 We will not be liable to you, under or in connection with this EULA or the provision of the Software, for:

  • Business interruption, loss of profit, or revenue.
  • Data loss or corruption.
  • Indirect or consequential loss or damage; and/or
  • Any other unforeseeable losses arising out of unusual or special circumstances.

8.6 Users agree to indemnify and hold Sync Software harmless against any third-party claims, damages, or costs arising from their misuse of the Software, violation of these Terms, or infringement of third-party rights, except where such claims result from Sync Software’s own negligence or misconduct.

8.7 Other than the losses set out in clause 8.5 (for which we are not liable), our maximum total liability under or in connection with this EULA will, where it is permitted by law, be limited to £1,000,000.


9. TERMINATION AND SUSPENSION

9.1 If you commit a serious or persistent breach of this EULA, we may terminate or suspend your access to the Software immediately. If the breach is capable of being addressed and put right by you, you will have 14 days to address the breach and if you fail to adequately address the breach in this time, then this EULA will be terminated or we may suspend your access to the Software.

9.2 You may terminate your subscription at any time through your account settings. Termination does not entitle you to any refund.

9.3 Where this EULA has been terminated for any reason, you must immediately and permanently remove the Software from all devices.


10. GENERAL AND GOVERNING LAW

10.1 Interpretation of this EULA: In this EULA:

10.1.1 a person means an individual, a firm or a company (whether or not having a separate legal identity from its members or owners);

10.1.2 clause, schedule and paragraph headings shall not affect the interpretation of this EULA;

10.1.3 references to statutes, regulations or other legislation or enactments referenced herein shall be deemed to be references to that enactment as amended, supplemented, re-enacted or replaced from time to time;

10.1.4 the words include, including and similar words or expressions will not limit the meaning of the words that come before them;

10.1.5 reference to writing or written includes email but not any other form of electronic communication; and

10.1.6 each of the parties shall be referred to as a party or together, the parties.

10.2 Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this EULA is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

10.3 Costs: Each party is responsible for its legal and other costs in relation to the preparation and performance of this EULA.

10.4 Survival of terms: The parties intend the following terms to survive termination: clauses 4, 5, 6, 7, 8, 9, and 10 shall survive termination of this EULA.

10.5 Relationship of the parties: The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

10.6 Assignment and other dealings: You shall not assign, subcontract or encumber any right or obligation under this EULA, in whole or in part, without our prior written consent or except as expressly permitted in this EULA.

10.7 Entire agreement: This EULA, and any document referred to in it, contains the whole EULA between the parties relating to its subject matter and supersedes any prior EULAs, representations or understandings between them unless expressly referred to in this EULA. Each party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this EULA. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

10.8 Variation: We may amend this EULA at any time by giving you written notice. Your continued use of the Software and any associated content or literature following receipt of the notice will be taken as your acceptance of the new terms of this EULA. If you do not accept this EULA or any amendments to it, you must immediately stop using the Software and follow the procedure set out at clause 8.3.

10.9 Severability: If any clause in this EULA (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this EULA as soon as possible.

10.10 Waiver: No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

10.11 Notices: Notices under this EULA must be in writing and sent to the other party’s address or email address. For the purpose of this clause, we will use the details where you provided to us when you downloaded the Software. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).

10.13 Governing law and jurisdiction: This EULA is governed by the law of England and Wales. All disputes under this EULA will be subject to the exclusive jurisdiction of the courts of England and Wales.

10.14 This EULA should be read in conjunction with the Acceptable Use Policy, Privacy Notice, and Terms and Conditions. These documents form part of the agreement and outline additional rules and obligations related to the use of the Software.

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