Terms of Service
Effective From: 1st April, 2020
If you have subscribed to "Wise-Sync" sync services or "Wise-Pay" as a merchant for payment services, you will be billed monthly by Wise-Sync for your service, which commences on the day you sign up or at the end of your free period.
If you have been invited to use "Wise-Pay" as a payer (you are making payment to another company), there is no cost for your use of the platform. The company who you are making payment to, may pass on any transaction costs that may be incurred as a result of their acceptance of the various payment options made available to you. These costs are set by the company for whom you are making payment to, and Wise-Sync bears no responsibility to the authority or legality of the collection of these charges.
You are able to cancel your service at any time in writing via email or the support submission form in Wise-Sync. Your subscription will continue until you cancel your subscription by either written request to email@example.com, or you cancel your subscription via your account configuration.
Once you do this, and receive confirmation from us you will not be billed again. We don’t offer a refund for any fees paid in advance when you cancel your service.
We will notify you if your credit card payment is unsuccessful by email to the email address registered as the billing contact. If you’re unable to rectify this issue within 14 days we may suspend access to your sync service until all outstanding monies are paid. You account will continue to accrue subscription charges until it is cancelled, at which time all monies outstanding are due.
The Wise-Sync services will evolve over time based on the development and product release of new and extended features. As such, the price we charge for the service may change accordingly. We will provide at least 30 days notice to you for any changes we intend to make to the subscription.
Wise-Sync through it’s onboarding services may provide incidental advice on the way in which systems should be configured. This advice is not to be relied upon for the purpose of Taxation, Accounting or Legal advice. You should seek professional advice for any matters relating to your obligations.
If you choose to pay your monthly account by AMEX, a 3.0% surcharge will apply to your total monthly subscription.
By registering to use the Service, or accessing any of the materials made available on our site including but not limited to our knowledge base, frequently asked questions and support forums; that you have read and understand these Terms and have authority to act on behalf of any entity for who you use the service.
The Full Terms of Service
“Wise-Sync” means Wise-Sync Australia Pty Ltd (ACN: 658 182 962) ABN 47 658 182 962 for Australia and New Zealand and Wise-Sync LLC (EIN: 47 254 3346) for the rest of world, who under license from Ninja Developments Pty Ltd (ABN: 606 523 979) offer a range of integration, consulting and software products as a service as outlined on our website. We refer to all of these products, together with our services and websites as “Services”, “Wise-Sync”, “Wise-Pay” or "MSPMinds" in this policy.
“Customer” means the person or entity who ordered our services.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“the Confirmation Emails” means the “sign up” and / or “service provision” emails Wise-Sync sends to a Customer after the Customer requests a Service.
“Service”, “Service(s)” or “Services” means any product(s) or service(s) the Customer has requested Wise-Sync to provide and Wise-Sync has accepted. This can include, but is not limited to, the connection to our Synchronisation services, Payment Integration any services specified in the Confirmation Emails.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
- Use of Software
Wise-Sync grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Authorised User and what level of user role access to the relevant organisation and Service that Authorised User has;
- the Subscriber is responsible for all Authorised Users’ use of the Service;
- the Subscriber controls each Authorised User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
- Access conditions
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Wise-Sync of any unauthorised use of Your passwords or any other breach of security and Wise-Sync will reset Your password and You must take all other actions that Wise-Sync reasonably deems necessary to maintain or enhance the security of Wise-Sync’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
not attempt to undermine the security or integrity of Wise-Sync’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website or Services except as is strictly necessary to use either of them for normal operation.
- The Customer agrees to a month to month contract term for Services unless otherwise stated in the product or service offering (and confirmed by Wise-Sync in the Confirmation Emails) or otherwise agreed in writing. The month to month contract for services commences upon the Customer’s receipt of the Confirmation Emails or access to Wise-Sync’s services, and is automatically renewed each month in perpetuity until the provision of all Services in respect of the Customer is terminated or cancelled by the Customer or Wise-Sync in accordance with clauses 11 or 12 below.
- Service, Marketing and Promotional Emails
- From time to time, Wise-Sync will send the Customer internal marketing and promotional emails, such as current promotions, a monthly newsletter, and other special offers. If the Customer wishes to not receive these emails, it may opt out by written notice to Wise-Sync
- The Customer agrees to receive transactional emails (excluding those referred to above in clause 5.1) from Wise-Sync to the email address registered to their user account, and that these emails may be sent regardless of the users current email preferences. This may include notices of account status, invoices for services provided or documents that relate to transactional purpose.
- Wise-Sync warrants that it will not sell or trade any Customer email address to any third party unless it is in the course of providing the subscribed services.
- Availability of Services
- While Wise-Sync will endeavor to provide continuous availability of all Services to the Customer, Wise-Sync will not be liable for any service interruptions or down time.
- Scheduled maintenance will be performed at times which is deemed suitable by Wise-Sync to have the least noticeable impact on all Customers.
- Unscheduled maintenance will be performed as required by Wise-Sync. If, as a result of such unscheduled maintenance by Wise-Sync, the Services are offline for greater than thirty (30) minutes, Wise-Sync will provide an update to the Customer via our published communication channels.
- Wise-Sync’s provision of the Services is reliant on its upstream provider. Wise-Sync may at times be unaware of downtime caused by third party providers. Wise-Sync will endeavour to update the Customer if such a downtime occurs and, if possible, the details of rectification of the problem.’
- Service Configuration (Consulting Services)
- Wise-Sync will provide service configuration assistance to the Customer on request by the Customer in accordance with the products or services the customer has purchased as outlined in the Confirmation Emails.
- Wise-Sync will not be liable to the Customer for any loss suffered by the Customer as a result of, or in connection with, the carrying out of these administration services.
- Wise-Sync expressly disclaims any professional advise is provided ‘as- is’, without warranty or assertion that it is compliant with local laws or accounting requirements.
- Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Wise-Sync (or its licensors).
- Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Wise-Sync Access Fee when due. You grant Wise-Sync a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- Backup of Data
You must maintain copies of all Data inputted into the Service. Wise-Sync adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Wise-Sync expressly excludes liability for any loss of Data no matter how so caused.
- Third-party applications and your Data
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Wise-Sync may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Wise-Sync shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
- Limitation of Liability
- Wise-Sync shall not be liable to the Customer for loss suffered by the Customer as a result of, or in connection with, the use of the Services or the Customer’s inability to utilise the Service, unless such loss is caused by the gross negligence or wilful misconduct of Wise-Sync.
- Wise-Sync shall not be liable to the other for any lost profits, direct or indirect, special or incidental, consequential or punitive damages of any kind whether or not they were known by the party or should have been known by the party.
- Notwithstanding anything else in this agreement, the maximum aggregate liability of Wise-Sync, any of its employees, agents or affiliates, shall not exceed a payment in excess of the amount paid by the Customer to Wise-Sync for the relevant Service for the six months prior to the occurrence of the event(s) giving rise to the claim.
- Wise-Sync does not make or give any express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services provided under or incidental to this agreement.
- No oral or written information or advice given by Wise-Sync or its resellers, agents, representatives or employees, to the Customer, shall create a warranty or in any way increase the scope of the express warranties hereby given, and the Customer should not rely on any such information or advice.
- In no event will Wise-Sync be liable to the Customer for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
Wise-Sync will not be liable if:
- The Services provided within this agreement are interrupted or contain errors;
- The Services do not meet the Customer’s individual requirements; or
- The Services are subjected to external hacking attempts, viruses, worms, denial of service attacks, or other persons attempting to gain or gaining unauthorised access to the Service or internal Wise-Sync systems.
- The Services are provided by 3rd parties even whereas those services are bundled as part of the Wise-Sync subscription..
- Customer General Warranties and Undertakings
- The Customer warrants that any information supplied for the purpose of creating an account with Wise-Sync, including but not limited to, first name, last name, address, telephone number and email address is true and correct, and will be kept up to date by the Customer
- The Customer warrants that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
- The Customer warrants that they will keep any passwords or sensitive information used in respect of the Service in a secure location.
- The Customer warrants that they hold and will continue to hold the copyright for any data stored on Wise-Sync’s servers, or that, if applicable, they are licensed and will continue to be licensed to use that data.
- The Customer warrants that at the time of entering into this agreement they are not relying on any representation made by Wise-Sync which has not been expressly stated in this agreement, or on any descriptions or specifications contained in any other document produced by Wise-Sync.
- The Customer warrants that all due care has been taken to ensure appropriate data integrity on Wise-Sync’s servers. The Customer undertakes to conduct computer virus scanning and other tests as necessary to ensure that the data uploaded by the Customer on to or downloaded by the Customer from the server does not contain any computer virus or malicious software and will not in any way corrupt the data or systems of any person.
- The Customer agrees that they are solely responsible for dealing with any person or entity who accesses their data and that they will not refer complaints or inquiries in relation to such access to Wise-Sync.
- Wise-Sync has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that Wise-Sync has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify Wise-Sync against any claims or loss relating to:
- Wise-Sync’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- Wise-Sync’s making available information or Data to any person with Your authorisation.
- The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
- Wise-Sync does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Wise-Sync is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- Wise-Sync is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- Fees and Credit Management
- In relation to fees for Services:
- Fees for Services ordered by the Customer and confirmed by Wise-Sync with the Confirmation Emails shall begin on the first day of the initial order and shall be billed monthly. Except in the case of a free trial where billing will commence after the trail period has expired and shall be billed monthly thereafter.
- Any fees charged by Wise-Sync and paid by the Customer for the setup or establishment of any Services will be non- refundable.
- Wise-Sync reserves the right to amend it’s fees and charges by providing 30 days notice to You.
- Fees for one-off Services including, but not limited to, consulting fees, are due within seven (7) days of the invoice being issued and are non-refundable.
- Provisioning new Services is conditional upon the Customer having paid any and all previously outstanding fees in full.
- Failure to pay any fees may result in the account being referred to an external collection agency, which may include interest (calculated daily) and collection costs.
- Fees which are not paid in full within thirty (30) days of the due date by the Customer may result in deactivation or deletion of the Customer’s data from Wise-Sync’s servers.
- Wise-Sync may charge a surcharge for payment of post-pay accounts where payment is made by Credit Card, fees charged are dependant on card type used in your subscription and will be in the order of:
- 2.2% + any applicable taxes for payments made by Visa or Mastercard
- 3.0% + any applicable taxes for payments made by AMEX
- Wise-Sync reserves the right to pass on any fees associated with charge backs initiated by card holder which are deemed invalid (awarded in favor of Wise-Sync) by the processing merchant. A charge back recovery is currently set to $50 per charge back initiated by the issuing provider.
- Suspension and Termination of Services
- Wise-Sync may suspend or terminate Services if:
- The Customer is found to be in breach of any policy of Wise-Sync including but not limited to those set out in these Terms of Services, the Acceptable Use Policy or any applicable Registrant Agreement for any Event Attendances.
- The Customer has become insolvent or bankrupt, or has entered into any insolvency or bankruptcy proceedings;
- The Customer has outstanding fees that are more than fourteen (14) days respectively, past the due date;
- The Customers use of the platform is questionable in context as to the purpose for access of Wise-Sync Intellectual Property;
- Wise-Sync may decide at its sole discretion (and need not provide any reason) to advise a Customer that their service will be terminated by giving written notice. In this circumstance, Wise-Sync will refund any pre-paid fees, less services provided at the hourly rate as per our published rates.
- If a Customer’s account is closed for any reason, the Customer must pay all outstanding charges by the due dates.
- Wise-Sync is under no obligation to provide the Customer with a copy of the data stored on our servers if Wise-Sync has suspended or terminated access to the service for any breach of terms 13. “a” through “c” of this agreement. In this circumstance, a copy of the data may be provided to the Customer for an additional fee, which must be pre-paid prior to the provision of any services.
- Wise-Sync may suspend or terminate Services if:
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Wise-Sync may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, Wise-Sync may: suspend or terminate Your use of the Service, or Your rights of access to all or any Data.
- The Customer can request cancellation of any Service with us for any reason by providing written notice to Wise-Sync.
- Any pre-paid fees for Services past the current billing month will not be refunded.
- The Customer agrees to pay any and all outstanding fees upon cancellation of their Services.
- You authorize the payment of all invoices issued and outstanding upon request for cancellation.
- Cancellation requests must be received by Wise-Sync before the relevant subscription renewal date. If cancellation is not received before this time, package renewal costs generated for the next period of time will remain outstanding.
- Data Management
- Wise-Sync will backup and archive the Customer’s data on a regular basis for the purpose of disaster recovery.
- In the event of hard disk failure or data corruption, Wise-Sync will restore data from the last known verified archive.
- If all backup and archived data appears to be corrupt, the Customer should be prepared to upload the data to their account from a local copy.
- The Customer should always maintain a recent copy of all data at all times, as Wise-Sync will not be liable for incomplete, out of date, corrupt or otherwise incomplete data recovered from our backups and archives.
- Wise-Sync does not hold any identifiable payment information. Wise-Sync provides not warranties on the storage or loss of any such information as a result of failing of 3rd parties engaged to provide payment services.
- Wise-Sync may amend the Terms of Service at any time. Should any change occur, we will advise the Customer by electronic posting relating to the changes which have occurred.
- In exceptional circumstances, Wise-Sync Management may be required to amend the Terms of Service and enforce the amendments immediately. If this is the case, the Customer will be advised by email and the circumstances will be explained.
- Use of Identity
- The Customer agrees to use the Wise-Sync logo, company information and related services in accordance with approved marketing guidelines.
- Wise-Sync agrees not to use a Customer name, logos or information without prior written consent of the Customer.
- Wise-Sync will supply the Services to the Customer in the manner set out in this agreement.
- Waiver:If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
- Delays:Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
- No Assignment:You may not assign or transfer any rights to any other person without Wise-Sync’s prior written consent.
- Wise-Sync will supply the Services to the Customer in the manner set out in this agreement.
- Governing Law
The Customer agrees to abide by all local, state and federal laws pursuant to the Services delivered by Wise-Sync.
If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of Florida law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of Tampa County, Florida or federal court for Florida for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of Victoria Australia, You hereby submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Wise-Sync must be sent to firstname.lastname@example.org. Notices to You will be sent to the primary email address provided when setting up your account to access the Service.