Terms of Service

PROMOSYNC provides a software-as-a-service platform that enables businesses to plan, manage, and automate trade promotion submissions, updates, error-checking, and retailer portal integrations.

We may provide support, updates, documentation, and maintenance as part of the Service. The specific features and scope of the Service may be further defined in an Order Form or Statement of Work agreed between PROMOSYNC and your organisation.

You agree to provide accurate and complete information needed for PROMOSYNC to perform its functions, including data from your ERP, promotion details, retailer requirements, and related business data.

You are responsible for keeping your account credentials secure, including any multi-factor authentication configurations. Any actions taken under your account are your responsibility.

You shall use the Service only for lawful internal business purposes related to trade promotion management, in compliance with all applicable laws and in accordance with these Terms.

You are responsible for ensuring that your use of the Service does not infringe upon the intellectual property rights of any third party, and that any data you upload is lawfully obtained.

The Service is designed specifically for trade promotion planning and management. You agree not to:

• Use the Service for any purpose other than managing trade promotions and related business activities.

• Attempt to gain unauthorised access to any part of the Service, other accounts, or connected systems.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

• Use the Service to store or transmit malicious code, or to conduct any activity that could damage, disable, or impair the Service.

• Use the Service in a manner that violates any applicable law or regulation.

• Resell, sublicense, or make the Service available to any third party without our prior written consent.

• Upload data that contains personal information of individuals without a lawful basis to do so.

We reserve the right to suspend or terminate your access if we reasonably believe you have violated this acceptable use policy.

Access to the Service is subject to fees as set out in your Order Form or as otherwise agreed in writing between PROMOSYNC and your organisation. Pricing is customised for each enterprise customer.

All fees are invoiced and payable in accordance with the payment terms specified in your Order Form. Unless otherwise stated, payment is due within 30 days of invoice.

All fees are exclusive of GST. Where GST applies, it will be added to the invoice in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Late payments may incur interest at a rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily on the outstanding amount.

We reserve the right to change fees upon renewal of your subscription term. Such changes will be communicated at least 60 days in advance of the renewal date.

We may offer a paid pilot period to allow you to evaluate the Service before committing to a full subscription term. The terms of the pilot, including duration, scope, and fees, will be set out in a separate Pilot Agreement or Order Form.

At the end of the pilot period, you may choose to proceed with a full subscription or discontinue use of the Service. If you discontinue, we will allow you to retrieve your data for 30 days, after which it will be deleted in accordance with our data retention policies.

PROMOSYNC commits to a platform availability target of 99.5% uptime, measured on a monthly basis, excluding scheduled maintenance windows.

Scheduled maintenance will be communicated at least 48 hours in advance where practicable and will be conducted outside of Australian Eastern business hours where possible.

If we fail to meet the 99.5% uptime target in any calendar month, you may be entitled to a service credit as set out in your Order Form. Service credits are the sole and exclusive remedy for any failure to meet the availability target.

The uptime commitment does not apply to downtime caused by: (a) factors outside our reasonable control (see Force Majeure); (b) your equipment, software, or network connections; (c) your breach of these Terms; or (d) scheduled maintenance.

The initial term of the Service is as set out in your Order Form (typically 12 months). The Service will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

Either party may terminate the agreement with written notice if the other party materially breaches these Terms and does not cure the breach within thirty (30) days of receiving written notice of the breach.

We may terminate or suspend the agreement immediately if: (a) you fail to pay any fees within 30 days of their due date; (b) you become insolvent, enter administration, or have a receiver appointed; or (c) you materially breach the acceptable use policy.

Upon termination for any reason, you must cease using the Service. We will make your data available for export for a period of 30 days following termination, after which we will delete it in accordance with our Privacy Policy.

Termination does not affect any rights or obligations accrued prior to termination, including any outstanding payment obligations. The following sections survive termination: Ownership and Data, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

We may suspend your access to the Service, in whole or in part, if:

• You fail to pay any fees when due and do not remedy the non-payment within 14 days of written notice.

• We reasonably believe your use of the Service poses a security risk to the Service or other customers.

• We are required to do so by law or by a government authority.

• You breach the acceptable use policy.

We will use reasonable efforts to provide advance notice of any suspension and to limit the scope and duration of the suspension to what is reasonably necessary. Suspension does not relieve you of your payment obligations.

You retain full ownership of all data that you upload or input into the Service ("Customer Data"). PROMOSYNC does not claim any ownership rights over Customer Data.

You grant PROMOSYNC a limited, non-exclusive licence to process Customer Data solely as necessary to provide the Service to you.

PROMOSYNC retains ownership of the Service, including all software, systems, algorithms, documentation, user interface designs, and all improvements, modifications, or derivative works, whether or not developed based on your feedback.

PROMOSYNC may collect and use anonymised, aggregated data derived from your use of the Service to improve the Service, provided such data does not identify you or your organisation and cannot be reverse-engineered to do so.

In performing the Service, PROMOSYNC will process Customer Data as a data processor on your behalf. We will:

• Process Customer Data only in accordance with your instructions and as necessary to provide the Service.

• Implement and maintain appropriate technical and organisational security measures, including encryption at rest (AES-256) and in transit (TLS 1.2+), role-based access controls, multi-factor authentication, and comprehensive audit logging.

• Ensure that personnel authorised to process Customer Data are subject to obligations of confidentiality.

• Assist you in responding to data subject requests (access, correction, deletion) to the extent commercially reasonable.

• Notify you without undue delay upon becoming aware of any data breach affecting Customer Data.

• Upon termination or expiry of the Service, delete or return Customer Data in accordance with these Terms and our Privacy Policy.

PROMOSYNC maintains ISO 27001:2022 and SOC 2 Type II compliance. Audit reports and security documentation are available to enterprise customers upon request and subject to a non-disclosure agreement.

Our sub-processors are listed in our Privacy Policy. We will notify you of any material changes to our sub-processor list and provide you with an opportunity to object.

Both parties agree to keep confidential any proprietary or non-public information received from the other that is clearly marked or reasonably should be understood as confidential ("Confidential Information").

Confidential Information may not be disclosed to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is received from a third party without restriction.

Confidentiality obligations survive for 3 years following the termination of these Terms, or for as long as the information remains confidential, whichever is longer.

PROMOSYNC warrants that it will provide the Service with reasonable care and skill, consistent with generally accepted industry standards, and will maintain security measures consistent with ISO 27001 and SOC 2 requirements.

However, we do not guarantee that the Service will be error-free, uninterrupted, or meet every user’s specific requirements.

To the extent permitted by law, all other warranties, whether express or implied (including fitness for a particular purpose and merchantability), are excluded.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

To the maximum extent permitted by law, PROMOSYNC is not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business interruption arising out of or related to the Service, whether based on warranty, contract, tort, or any other legal theory.

PROMOSYNC’s total aggregate liability under or relating to these Terms shall not exceed the total fees paid by you to PROMOSYNC in the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by applicable law, including the Australian Consumer Law.

You agree to indemnify, defend, and hold harmless PROMOSYNC and its directors, officers, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Service in violation of applicable law; or (c) any claim that data you upload to the Service infringes the intellectual property or privacy rights of a third party.

PROMOSYNC agrees to indemnify, defend, and hold harmless you and your directors, officers, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of any claim that the Service, as provided by PROMOSYNC, infringes the intellectual property rights of a third party in Australia.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, acts of government, war, terrorism, civil unrest, fire, flood, telecommunications or internet failures, power outages, or third-party service provider outages.

The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its impact. If the force majeure event continues for more than 60 consecutive days, either party may terminate the affected portion of the agreement upon written notice.

We may update these Terms from time to time. We will post the new version on our website and update the “Last updated” date.

For material changes, we will provide at least 30 days’ written notice (for example, by email to your account administrator). If you do not agree with the changes, you may terminate the Service before the changes take effect.

Continued use of the Service after changes take effect constitutes your acceptance of the updated Terms.

These Terms are governed by the laws of South Australia, Australia.

If a dispute arises in connection with these Terms or the Service, the parties agree to first attempt to resolve the dispute through good-faith negotiation for a period of 30 days.

If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by the Resolution Institute (or its successor body) in Adelaide, South Australia, before commencing court proceedings.

If mediation does not resolve the dispute within 60 days of referral, either party may commence proceedings in the courts of South Australia, and each party irrevocably submits to the exclusive jurisdiction of those courts.

Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

Entire Agreement — These Terms, together with any Order Form, Pilot Agreement, or other document expressly incorporated by reference, constitute the entire agreement between you and PROMOSYNC and supersede all prior agreements, understandings, and representations.

Severability — If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Waiver — A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

Assignment — You may not assign or transfer these Terms without our prior written consent. PROMOSYNC may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

Notices — All notices under these Terms shall be in writing and sent to the email address associated with your account (for you) or to info@promosync.ai (for PROMOSYNC).

If you have any questions about these Terms, please contact us at:

Email: info@promosync.ai

Address: PROMOSYNC Pty Ltd, Marnirni-apinthi Building, Lot Fourteen, North Terrace, Adelaide SA 5000, Australia