legal
Terms and Conditions
Sync 365 – Terms and Conditions (SaaS Subscription)
Effective date: 10 July 2025 Provider: Focused Productivity Pte. Ltd. (Singapore) (“ Sync 365 ”, “ we ”, “ us ”, “ our ”) Address: 175A Bencoolen Street #08-07 Burlington Square, Singapore 189650 Phone: +1 929-265-6982
These Terms govern your access to and use of the Sync 365 software-as-a-service platform, including any modules, integrations, and add-ons such as the End User Portal (collectively, the “ Services ”).
By creating an account, purchasing, clicking “accept”, or using the Services, you agree to these Terms.
1) Definitions
Add-On : Optional paid features or modules (including the End User Portal) made available by Sync 365.
Authorised Users : Your employees/contractors and any users you permit to access the Services (including end customers’ users if you enable the End User Portal).
Customer Data : Data you or Authorised Users provide to or process via the Services, including configuration, tenant identifiers, licensing/subscription information, contact data, billing mappings, and related metadata.
Microsoft Services : Microsoft Partner Center, Microsoft 365, Azure, Entra ID, and related APIs/services.
PSA : Your professional services automation platform (e.g., ConnectWise Manage, Autotask PSA, HaloPSA).
Order : The plan selection, checkout, order form, or written agreement that sets pricing, tiers, Add-Ons, and other commercial terms.
2) B2B only, authority, and eligibility
2.1 Business use only. The Services are offered for business use only. You confirm you are not purchasing as a consumer.
2.2 Authority. The person accepting these Terms confirms they have authority to bind the Customer.
2.3 Minimum age. Authorised Users must be at least 18 years old .
3) Scope of the Services
3.1 What Sync 365 does. Sync 365 provides tools to automate and manage synchronisation/reconciliation between Microsoft Services and your PSA and related systems, based on your configuration and permissions.
3.2 Configuration-dependent outputs. Outputs depend on your mappings and rules (e.g., SKU-to-billing-profile mapping, agreement/contract mapping). You are responsible for validating outputs before invoicing your customers.
3.3 Third-party dependencies. The Services rely on third-party systems (including Microsoft and PSA APIs). We are not responsible for third-party outages, changes, throttling, permission issues, or deprecations.
4) Trial, subscription term, and auto-renewal
4.1 30-day free trial. Trials last 30 days from activation unless stated otherwise in an Order.
4.2 Conversion to paid subscription. Unless you cancel before the trial ends, your subscription converts to a paid plan at the end of the trial and billing begins immediately for the next billing period.
4.3 Monthly subscription / auto-renewal. Subscriptions are month-to-month and auto-renew each month unless cancelled under clause 12.
4.4 Annual term (by request). Annual billing/terms may be offered only by written agreement (order form/quote). If agreed, it will renew per that agreement.
5) Plans, tenant tiers, Add-Ons
5.1 Tenant-tier pricing. Pricing is tiered based on tenants/companies as defined in your plan/Order.
5.2 End User Portal Add-On. The End User Portal is an Add-On priced separately (typically tiered based on the number of added companies/tenants enabled for portal access), as set out in your plan/Order.
5.3 Changes.
Upgrades / Add-Ons may take effect immediately (and may be charged pro-rata where applicable).
Downgrades / removals typically take effect at the end of the current billing period, unless stated otherwise in an Order.
6) Fees, billing, minimums, taxes, and payment
6.1 Billing in advance. Monthly subscription and Add-On fees are billed in advance .
6.2 Minimum billable tenants. After the free trial, you will be charged for a minimum of 10 tenants per billing period for the base subscription, even if you have fewer than 10 tenants configured or active.
6.3 Tier determination. Your billable tier may be determined based on the tenant count recorded in the Services during the relevant billing period (including tenants added/removed), as defined in your plan/Order.
6.4 Taxes. Fees exclude applicable taxes (including VAT/GST/sales tax). You are responsible for applicable taxes except taxes on our income.
6.5 Payment method. You must maintain a valid payment method. If payment fails, we may retry and/or suspend access under clause 11.
6.6 Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.
6.7 No set-off. You must pay fees without set-off or deduction unless required by law.
7) Annual price increases and pricing changes
7.1 Annual increase right. We may increase subscription and/or Add-On fees once per 12-month period .
7.2 Notice and effective date. We will provide at least 30 days’ notice before an increase takes effect. Increases apply on your next renewal date after the notice period.
7.3 Cap. Each annual increase will not exceed 10% for the affected subscription/Add-On fees unless you agree otherwise in writing.
7.4 If you disagree. You may cancel before the increase takes effect; cancellation takes effect at the end of the current billing period.
7.5 New customer pricing. We may change pricing for new customers at any time. Existing customers are affected only as permitted under this clause 7 or when changing plans/Add-Ons.
8) Support and service levels
8.1 Support channels. Support is provided via email and chat .
8.2 Response target. We target an initial response within 1 business day (excluding public holidays; business days reflect UK/US overlap).
8.3 Uptime target. We target 99.9% monthly uptime for core Services, excluding:
planned maintenance (with reasonable notice where practical),
emergency maintenance,
third-party outages (Microsoft/PSA/hosting/internet),
force majeure,
issues caused by your configuration, permissions, or environment.
8.4 No service credits unless agreed. No service credits or refunds apply for downtime unless a separate written SLA states otherwise.
9) Customer responsibilities
9.1 Permissions and access. You must maintain required permissions/consents/admin roles for Microsoft Services and your PSA.
9.2 Compliance. You must comply with all applicable laws and third-party terms (including Microsoft and PSA terms).
9.3 End customer authorisations. You confirm you have appropriate rights/authorisations to process your end customers’ data through the Services.
9.4 Security. You are responsible for account security, access controls, and ensuring Authorised Users comply with these Terms.
10) Acceptable use
You must not (and must not allow others to):
use the Services unlawfully or to infringe rights,
attempt to bypass security or test vulnerabilities,
interfere with performance or abuse APIs,
introduce malware or harmful code,
reverse engineer or attempt to extract source code except as permitted by law.
11) Suspension
We may suspend access (in whole or part) immediately if:
payment is overdue,
we reasonably believe your use breaches clause 10 or creates security/legal risk,
required third-party access/permissions are withdrawn,
suspension is needed to protect the Services or other customers.
Where practical, we will provide notice and an opportunity to remedy.
12) Cancellation, termination, and refunds
12.1 Cancel anytime. You may cancel at any time. Cancellation takes effect at the end of the current billing period .
12.2 No refunds. Fees are non-refundable except where required by law or explicitly stated in an Order.
12.3 Termination for cause. Either party may terminate immediately by written notice if the other materially breaches these Terms and fails to cure within 14 days after notice (where cure is possible).
12.4 Effect of termination. On termination:
your access ends,
accrued fees remain payable,
data handling follows clause 13.
13) Data retention, export, and deletion
13.1 Retention period. After cancellation/termination, we will retain Customer Data for 60 days , during which you may request export where available.
13.2 Deletion. After the 60-day period, we may delete Customer Data unless legally required to retain it.
13.3 Security measures. We use measures designed to protect Customer Data, including encryption at rest , backups , and logging , subject to operational requirements.
14) End User Portal Add-On terms
If you enable the End User Portal: 14.1 Portal users are your responsibility. End customer users accessing the portal do so as your Authorised Users. You are responsible for their activity and compliance with these Terms.
14.2 Your terms with end customers. You are responsible for having appropriate terms and privacy notices in place with your end customers and their users.
14.3 Branding/content. You must ensure branding, text, and content you upload does not infringe rights and complies with law.
14.4 Limitations. Portal capabilities depend on available Microsoft/PSA data and permissions.
15) Intellectual property
15.1 Our IP. We own all rights in the Services, software, documentation, and related materials.
15.2 Licence to you. We grant you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription for your business purposes, including enabling portal access if purchased.
15.3 Your data. You retain ownership of Customer Data. You grant us the right to host, process, transmit, and display Customer Data to provide and improve the Services. Improvements will use aggregated/anonymised insights where practical.
15.4 Feedback. We may use feedback without restriction or compensation.
16) Confidentiality
Each party will keep the other’s confidential information confidential, use it only to perform obligations under these Terms, and protect it using reasonable care. Standard exceptions apply (public, already known, independently developed, required disclosure).
17) Data protection (summary)
17.1 Roles. You are typically the controller; we are the processor for personal data in Customer Data.
17.2 Processing. We process personal data to provide the Services and as instructed by you through configuration and use.
17.3 Subprocessors and transfers. We may use subprocessors and process data in locations needed to operate the Services, using appropriate safeguards where required.
18) Warranties
18.1 Reasonable skill and care. We will provide the Services with reasonable skill and care.
18.2 No promise of outcomes. We do not warrant specific financial outcomes or that the Services will eliminate all billing errors. You are responsible for reviewing outputs before invoicing.
18.3 Third-party systems. We do not warrant third-party systems and are not responsible for their performance/availability.
19) Liability
19.1 Unlimited liability. Nothing limits liability for fraud, fraudulent misrepresentation, or any liability that cannot be limited by law.
19.2 Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect/consequential losses or for loss of profits, revenue, goodwill, or anticipated savings.
19.3 Liability cap. Subject to clause 19.1, each party’s total aggregate liability arising out of or in connection with these Terms is capped at the fees paid (or payable) by you to us in the 12 months immediately preceding the event giving rise to the claim.
19.4 Customer configuration responsibility. We are not liable for losses caused by incorrect configuration, mappings, permissions, or failure to review billing outputs prior to invoicing.
20) Indemnity by Customer
You will indemnify us against claims, damages, and expenses arising from:
Customer Data infringing third-party rights,
your breach of these Terms,
your end customer/portal relationships and terms,
unlawful or unauthorised data processing you cause or permit.
21) Force majeure
Neither party is liable for failure/delay caused by events beyond reasonable control, provided reasonable efforts are made to mitigate.
22) Changes to the Services or Terms
22.1 Service changes. We may modify the Services to improve security/performance or meet legal/third-party requirements. If a material reduction in core functionality occurs, your remedy is to cancel at the end of the current billing period.
22.2 Terms changes. We may update these Terms by notice (email and/or in-app). Changes take effect on the date stated in the notice. If changes materially reduce your rights, you may cancel before they take effect.
23) Governing law and dispute resolution
23.1 Governing law. These Terms are governed by the laws of Singapore .
23.2 Arbitration. Any dispute arising out of or relating to these Terms will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force when arbitration is commenced.
Seat (legal place): Singapore
Language: English
Number of arbitrators: 1, unless the claim exceeds SGD 1,000,000 , in which case 3 arbitrators.
23.3 Injunctive relief. Either party may seek urgent injunctive or equitable relief from courts of competent jurisdiction to protect confidentiality, intellectual property, or security, without waiving arbitration.
24) General
Entire agreement. These Terms and any Order form the entire agreement.
Assignment. You may not assign without our consent. We may assign in connection with a restructure, merger, or sale.
Severability. If any provision is invalid, the remainder remains effective.
No waiver. Waivers must be in writing.
Independent contractors. The parties are independent contractors.