Synx Services Terms & Conditions

Please read and fully understand the terms and conditions (the Terms) below. Upon acceptance of your quote, you will be bound to comply with the Terms.

Synx offers its Clients two service offering structures, depending on the type of work that is being done:

Projects: one-off, fixed-fee pieces of work. Projects are used for all initial scoping work to determine what Programs are appropriate for a Client and any ad hoc work that falls outside Programs.
Programs: Clients pay a monthly fee, which allows them to access a range of marketing, sales and service activities across your customer journey of their choosing.

1 Projects

1.1 Project Quote

Synx will provide a quote for each Project, detailing:

the scope of the services;
the fees payable; and
a project timeline (Project Quote)

1.2 Payment

Synx has two available payment options:

Payment authorisation via direct debit or credit card, which automatically takes payment at the start of the month.
100% invoice payment at the start of the three-month epic. In this instance, a purchase order for the full contract value is required and a credit check will be carried out. If there are variations made throughout the duration of the Program, an additional purchase order is required and an invoice will be issued at the end of the epic.

The first month of a Program or Project must be paid in order for Synx to commence work

1.3 Change in Project

Synx only commits to provide the deliverables listed in the Project Quote. Should the scope of a Project change, including deliverables, timeframes, stakeholders, Synx will provide the Client with an additional quote to accommodate the change. Should any changes occur within the project duration, Synx will re-align with the client to determine how that impacts the deliverables and timelines initially agreed upon.

1.4 Reverts

1.4(a) After Synx believes it has completed the Project, it will deliver the Project to the Client for review and feedback. A revert allows a client to ‘reply’ with changes on the work Synx have delivered in accordance with the scope detailed in the Project Quote, without incurring additional costs.

1.4(b) The Client is permitted to provide two reverts on each Project deliverable. Provided the work required to address the reverts is within the scope detailed in the Project Quote, Synx will address the reverts as a part of the Project. The first revert must be as detailed as possible, as the second revert can only be on the changes requested in the first round. Any additional reverts will result in Synx providing an additional Project for the requested work.

1.4(c) The Client acknowledges and accepts that:

it is its responsibility review all delivered items carefully and make a concise list of any changes/reverts that it would like implemented and communicate this clearly to Synx; and
each list of documented changes will be treated as a revert.

1.5 Final Sign-off

1.5(a) Once all changes in both revert one and two have been resolved, Synx will deliver the final version of the Project to the Client for its final signoff.

1.5(b) Should Synx not receive any feedback from the Client within 5 business days of delivery of the final version of the Project, Synx will deem that Project has been accepted by the Client and will invoice the remaining balance of the Project Quote.

1.6 Termination

Projects may be terminated by either party with 30 days’ written notice.

2. Programs

2.1 Program quote

Synx will provide a quote for the Program, detailing:

the services offered within the Program;
fees payable for the Program;
allocation of points; and
remaining points (Program Quote).

2.2 Payment

For Projects, total costs will be amassed across the duration of the project. Synx has two available payment options:

Payment authorisation via direct debit or credit card, which automatically takes payment at the start of the month.

Monthly invoicing. In this instance, a purchase order for the full contract value is required and a credit check will be carried out. If there are variations made throughout the duration of the Project, an additional purchase order is required and an invoice will be issued at the end of the Project.

2.3 Points

The Client will be allocated ‘strategic points’ for each three-month Program period (Epic) in accordance with its choice of Program.

At the beginning of each Epic, the Client must then communicate in writing to Synx on which relevant marketing, and sales or service activities it would like to ‘spend’ all its ‘strategic points’ in that Epic.

The Client can use its points throughout an Epic but cannot roll excess points over into the next Epic.

If the Client spends all its points in an Epic and requires Synx to provide additional services within that Epic, it can do so for an additional fee as negotiated between Synx and the Client.

2.4 Program commencement

The first month of a Program must be paid in order for Synx to commence work.

2.5 Termination

Programs run for a minimum period of three months. Following the three-month anniversary of the commencement of the Program, the Program may be terminated by either party with 90 days’ notice.

Ownership of organic content

Ownership in all content produced by Synx in delivery of a Project or Program vests in the Client upon creation, including HTML/CSS/Javascript code, visual design, pictures and or images and Source Code unless otherwise specified.

Imagery

Synx will source all images used in blog posts from Google Images or a free stock image services specified by the Client, unless images are supplied by the Client or the Client has purchased custom-designed imagery or the custom-designed imagery has been included in the Project Quote or Program Quote.

3. Subcontracting

Synx can enter into any sub-contract with any person or entity for the performance of any part of this Agreement, without the consent of the Client, it being agreed that, notwithstanding such sub-contracting, Synx shall remain responsible for all its obligations as provided for in the Agreement, including confidentiality obligations with subcontractor(s).

3A. Data Processing and Sub-Processors

Where Synx processes personal data on behalf of the Client in the course of providing the Services, Synx shall act as a data processor, and the Client shall be the data controller, as defined under applicable data protection laws (including but not limited to the Australian Privacy Act, GDPR, and CCPA where relevant).

Synx may engage third-party service providers (“Sub-Processors”) to assist in delivering the Services. A current list of Sub-Processors is maintained and made available by Synx upon request. Synx ensures that all Sub-Processors are subject to obligations of confidentiality and data protection that are substantially equivalent to those set out in this Agreement.

The Client acknowledges and agrees that:
• Sub-Processors may process personal data solely as necessary to perform their obligations in connection with the Services;
• Synx remains liable for any acts or omissions of its Sub-Processors in relation to data processing;
• Synx may update the list of Sub-Processors from time to time and will notify the Client of material changes where required by law.

If the Client objects to the use of a new Sub-Processor on reasonable data protection grounds, Synx will work with the Client in good faith to resolve the issue. If no resolution is possible, the Client may terminate the relevant part of the Services by written notice.

4. Amendment

This agreement may not be amended except by the mutual written agreement of both parties.

5. Exclusions

The following services are not covered under any Project or Program and will be priced separately:

subscription to any platform or software;
website updates that cannot be done through a common CMS; and
media spend.