Synagie Commerce-as-a-Service (CaaS) Terms of Use

1. Scope of CaaS Services

1.1 CaaS Hybrid Offering: Synagie CaaS is a hybrid solution that integrates the functionalities of Synagie’s SaaS platform with managed eCommerce operations, as detailed in your chosen subscription tier on https://synagie.com/pricing.

1.2 Plan Features and Entitlements: Each CaaS subscription plan grants access to specific features and managed services as set out on Synagie’s Pricing page.

1.3 On-Demand Services: Certain services are marked as “On-Demand” and are not included in your selected CaaS plan. These must be subscribed to separately through the Synagie website and are subject to separate terms and pricing.

2. Subscription, Payment & Suspension

2.1 Billing: CaaS subscriptions are billed in advance on a recurring basis in accordance with the selected plan. Failure to make payment by the due date will result in the following actions:

1. Suspension of account access for 7 calendar days after payment due date.
2. Full deactivation of services and account access on the 8th day of non-payment.
3. Permanent data access loss if account is not reactivated within Synagie’s data retention policy window.

2.2 Reactivation: To reinstate services, the Subscriber must settle all outstanding amounts and notify Synagie at help@synagie.com to initiate account reactivation.

3. Limitation of Liability

3.1 No Warranties: The CaaS services are provided “as is” and “as available” without any warranty or condition, express, implied or statutory. Synagie does not guarantee that the Services will be uninterrupted, secure, or error-free.

3.2 Limitation of Damages: To the maximum extent permitted by law, Synagie, its affiliates, and its suppliers shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, use, or data, arising out of or related to your use of the Services, even if advised of the possibility of such damages.

3.3 Indemnity: You agree to indemnify, defend and hold harmless Synagie, its affiliates, officers, employees, and agents from any claims, damages, liabilities, penalties, and expenses (including reasonable legal fees) arising out of:

1. your breach of these Terms or applicable laws;
2. any third-party claim related to the sale, marketing, or performance of your products;
3. any unauthorized use of Synagie’s services or data by your employees or agents.

4. Intellectual Property

4.1 Ownership: Each Party retains all rights to its own pre-existing or independently developed Intellectual Property (“IP”). No IP rights are transferred under this Agreement unless expressly stated.

4.2 License to Use Client IP: The Client grants Synagie a worldwide, non-exclusive, royalty-free license to use its IP solely for the provision of Services, including promotion and sale of products through Authorized Channels.

4.3 Warranties and Indemnity by Client: The Client warrants that:

• its product listings, trademarks, packaging, and sales activities do not infringe third-party rights;
• it has all rights to authorize Synagie’s use of its IP; and
• it shall indemnify Synagie for any claim, cost, or loss related to IP infringement or unauthorized product use.

4.4 Synagie IP: All IP in Synagie’s systems, tools, content, and service methodologies remain the exclusive property of Synagie. Client may not copy, distribute, modify, or sublicense Synagie’s IP unless expressly authorized.

4.5 Restrictions: Synagie shall not sublicense Client trademarks to any third party (other than its affiliates), nor act in a way that harms the value or goodwill of the Client’s brand.

4.6 Notification of Infringement: Each Party must promptly notify the other of any infringement or suspected infringement of IP rights relevant to the Services.

4.7 Termination: Upon termination, both Parties must cease use of each other’s IP, including trademarks.

5. Data Access and Use

5.1 Upon account deactivation, Subscriber shall lose access to their account and data stored within the Synagie platform. Synagie is not liable for any loss of data resulting from deactivation or termination, subject to applicable data retention policies.

6. General

6.1 Conflicts: In the event of conflict between these Terms and the Synagie SaaS Terms of Use, these Terms shall prevail for CaaS Subscribers.

6.2 Modifications: Synagie reserves the right to amend these Terms at any time. Continued use of the Services after such amendments shall constitute acceptance.

6.3 The Synagie Contracting Entity is Synagie Private Limited, a company incorporated in Singapore, with its registered address, 38 Jalan Pemimpin , #05-07, Singapore 577178.

6.4 Governing Law: These Terms are governed by the laws of Singapore. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Singapore.

6.5. All disputes, differences or questions arising out of these Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these Terms or of any matter whatsoever arising under these Terms, which have not been settled amicably within thirty (30) days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("Rules") as presently in force and the award made in pursuance thereof shall be binding on the Parties. The seat of arbitration shall be Singapore. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the SIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto.

Terms Last Updated: 02 June 2025