Terms of Service

1. Definitions

In these Terms, the following words have the meanings set out below:

• "Agreement" means these Terms of Service, together with any applicable Order Form, the Privacy Policy, the DPA, and the Cookie Policy, all of which are incorporated by reference.
• "Authorised Users" means employees, contractors, or agents of the Customer who are permitted to access the Platform under the Customer's subscription.
• "Customer", "you", or "your" means the legal entity or individual that has registered for the Platform.
• "Credits", "PAYG Plan", "Wallet", and "Locked Order" have the meanings given in section 6 (Pay-As-You-Go Credits).
• "Customer Data" means all data, content, and information submitted by or on behalf of the Customer through the Platform.
• "Documentation" means the user guides, API references, and technical documentation made available at docs.synergia360.app or within the Platform.
• "Platform" means the Synergia360 SaaS application, APIs, and associated services provided by us.
• "Synergia360" means the Platform; "we", "us", or "our" means Digital Perception Ltd, a company registered in England and Wales (Company No. 15832876), digitalperception.co.uk.
• "Subscription" means the Customer's paid or free-tier right to access the Platform as set out in section 4.

2. The Agreement

These Terms constitute a legally binding contract between you and Digital Perception Ltd. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Data Processing Agreement. If you do not agree, do not use the Platform.

We may update these Terms from time to time. We will notify you of material changes by email and by displaying a notice in the Platform at least 30 days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

3. Accounts and Workspace

3.1 Registration

You must provide accurate, complete, and current information when creating an account. You must be at least 18 years old. Each account is for a single business entity; one individual may hold multiple accounts if they operate multiple entities.

3.2 Account security

You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at legal@synergia360.app if you suspect unauthorised access to your account. We are not liable for losses arising from your failure to keep credentials secure.

3.3 Multi-tenant workspace

The Platform is multi-tenant. Your data is logically isolated from other customers, but you acknowledge that your workspace shares underlying infrastructure with other tenants. We implement appropriate technical controls to maintain isolation.

4. Subscriptions and Plans

4.1 Plan tiers

All subscription prices are in GBP and exclusive of VAT. Annual plans are billed upfront and represent a discount of approximately one month's fees relative to monthly billing.

Pay-As-You-Go — no monthly fee; funded by Credits (see section 6). Credit pack prices are shown at the point of purchase, in your account currency.

4.2 Free trial

We offer a 14-day free trial of paid plan features. No credit card is required to start a trial. At the end of the trial period, your workspace will revert to the Free plan unless you subscribe to a paid plan. Trial accounts are subject to all applicable Terms.

4.3 Plan limits and overages

If you exceed a plan limit (for example, your monthly order quota), we will notify you by email and in-platform. We will not automatically upgrade your plan or charge overage fees without your consent. Processing may be throttled or suspended until you upgrade or the next billing cycle begins.

4.4 Enterprise

Enterprise agreements are governed by a separate Order Form and Master Services Agreement. Contact admin@digitalperception.co.uk to discuss Enterprise terms.

5. Payment and Billing

5.1 Payment method

Paid subscriptions are billed through Stripe. By providing payment details, you authorise Synergia360 to charge your nominated payment method for the applicable subscription fees on a recurring basis. You must keep your payment information current.

5.2 Billing cycle

Monthly subscriptions are billed on the same calendar day each month from the date of first payment. Annual subscriptions are billed upfront on the subscription anniversary date. Plan upgrades take effect immediately and are charged on a pro-rata basis for the remainder of the current period.

5.3 VAT

All prices are exclusive of VAT. VAT at the prevailing UK rate will be added to invoices where applicable. You are responsible for providing accurate VAT registration details.

5.4 Late payment

If a payment fails, we will retry the payment on days 3, 7, and 14. If the subscription remains unpaid after 14 days, we reserve the right to suspend access to paid features. Your data will be retained for 30 days after suspension, after which it may be deleted.

5.5 Refunds

Monthly subscriptions are non-refundable once a billing period has commenced. For annual subscriptions cancelled within 14 days of the initial payment date, we will issue a pro-rata refund for the unused months. After 14 days, annual subscriptions are non-refundable. This does not affect your statutory rights under applicable UK consumer protection legislation where applicable. Credit purchases on the PAYG Plan are governed by section 6.6, not this section.

5.6 Price changes

We reserve the right to change our pricing on 30 days' written notice. If you do not accept a price increase, you may cancel your subscription before the new prices take effect.

6. Pay-As-You-Go Credits

6.1 Credits

The Pay-As-You-Go plan ("PAYG Plan") is funded by prepaid credits ("Credits") purchased in packs through the Platform. Credit packs are priced separately in each currency we sell in; your account's currency is fixed at signup, your Credit balances ("Wallets") are denominated in it, and your payment method is charged in it. Current pack prices are shown at the point of purchase. Credits have no cash value except as expressly set out in this section 6, are not transferable to any other account, and may only be used to pay for Platform usage.

6.2 How Credits are consumed

Credits are consumed as your orders flow through the Platform — the standard rate is one Credit per order processed; current rates are shown in the Platform. We will give at least 30 days’ notice by email before any increase to Credit consumption rates takes effect; if you do not accept an increase, you may request a refund of the unused balance of your paid Credits within 30 days of that notice. Promotional or goodwill Credits we grant at no charge are consumed before paid Credits. The following never consume Credits: importing historical orders; orders that are already completed when we learn of them (these close free); and archiving any order.

6.3 Zero balance — the order lock

Orders locked in this way are "Locked Orders". Unlocking a Locked Order consumes Credits at the standard rate. While orders are locked:

• Aggregate reporting for your account remains available;
• You may archive any Locked Order free of charge at any time — you are never obliged to buy Credits to close an order out;
• An order whose status becomes terminal (for example, it is completed or cancelled on the marketplace) unlocks free;
• An order that receives a dispute, return, cancellation request or buyer message on the connected marketplace unlocks free, so that you can meet marketplace deadlines;
• An order whose dispatch deadline falls within the next 48 hours is not locked on insufficient balance, subject to a fair-use cap on the number of orders simultaneously carried unpaid in this way (shown in the Platform); the Credit charge for each such order remains payable and may be settled from your next top-up.

6.4 Data needed for legal compliance

Where you need personal data contained in a Locked Order to comply with a legal obligation — including a data subject access, erasure, rectification, restriction, portability or objection request under UK GDPR, a request or order from a court, regulator or public authority, or a tax or record-keeping obligation — we will, on receipt of a request identifying the data subject (for example by name, email address or marketplace username) or the order concerned, search all of your data including Locked Orders across all of your Wallets and provide the responsive personal data to you free of charge, regardless of your Credit balance. We will do so within 5 Business Days (a "Business Day" is a day other than a Saturday, Sunday or public holiday in England and Wales) or, where you tell us a statutory or court deadline requires it, such shorter period as is reasonably necessary to enable you to meet that deadline — and in any event without undue delay. This releases the data needed for the stated obligation; it does not otherwise unlock the order. See also section 9 of the Data Processing Agreement.

6.5 Auto top-up

You may enable automatic top-ups, authorising us to charge your saved payment method a fixed pack amount, in your account currency, each time a Wallet's balance falls to your chosen threshold. The authorisation you give, including the amount, the trigger, any 30-day spending cap and how to cancel, is presented at the point you enable auto top-up, and we record the version of that authorisation text you accepted. We will email a receipt to your account email address for each auto top-up charge. You can cancel auto top-up at any time in the Platform (and additionally through your card issuer); cancellation stops future charges but does not affect a charge already made or already in progress. We will notify you before any change to the auto top-up authorisation terms takes effect.

6.6 Refunds

Credits are non-refundable, except that:

• (a) if we terminate this Agreement for any reason, permanently withdraw the PAYG Plan, or permanently discontinue the Platform, we will refund the unused balance of your paid Credits — less any amounts you owe us, including any negative balance — to your original payment method, in your account currency;
• (b) on your first Credit purchase only, if you request a refund within 14 days of the purchase and the pack is entirely unused, we will refund it in full;
• (c) nothing in this section affects any statutory right you have that cannot lawfully be excluded.

Promotional Credits granted at no charge are never refundable and have no monetary value. If a Credit purchase is reversed (for example by a chargeback) after some or all of its Credits have been consumed, your balance may become negative; a negative balance is repayable by you and will be set off against your next top-up.

6.7 Dormant balances

Credits never expire on the passage of time alone. If, for 12 consecutive months, no Credits are purchased and none are consumed on any Wallet in your account, we may write off the account's remaining Credit balances (purchasing or consuming Credits is the activity that counts for this purpose). Before doing so we will email warnings to your account's registered email address approximately 30 days and 7 days in advance; any Credit purchase or consumption on any of your Wallets in that period cancels the write-off and restarts the 12-month period. If a write-off takes place we will email you confirmation of the amount written off, and we will reinstate the written-off balance on your written request made within 6 years of the write-off. If you close your account holding a remaining Credit balance, we will likewise reinstate that balance on request if you reopen your account within 6 years of closure. A write-off will never place your balance below zero or create a debt.

6.8 Relationship with plan limits

While you are on the PAYG Plan, sections 4.3 (plan limits and overages) and 5.4 (late payment) do not apply to Credit-funded usage; the consequences of a zero Credit balance are as set out in this section 6 only.

7. Acceptable Use

7.1 Permitted use

You may use the Platform solely for your own legitimate business purposes, in accordance with these Terms and all applicable laws and regulations. The Platform is designed for use by businesses operating in the e-commerce sector.

7.2 Prohibited conduct

You must not:

• Use the Platform to violate any applicable local, national, or international law or regulation;
• Upload, transmit, or distribute any content that is unlawful, harmful, defamatory, obscene, or infringing of third-party rights;
• Attempt to gain unauthorised access to any part of the Platform or its underlying infrastructure;
• Use automated scripts, bots, scrapers, or crawlers against the Platform without our prior written consent;
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from the Platform;
• Resell, sublicense, or make the Platform available to third parties without our express written permission;
• Remove or obscure any proprietary notices or labels on the Platform;
• Use the Platform to process any data that violates applicable data protection laws;
• Interfere with or disrupt the integrity or performance of the Platform or third-party services connected to it;
• Use the Platform to facilitate fraud, spam, or any form of dishonest commercial practice.

7.3 Consequences of breach

We reserve the right to suspend or terminate your account immediately if we reasonably believe you have breached this section, without liability to you.

8. Intellectual Property

8.1 Our IP

The Platform, including its source code, algorithms, user interface design, trademarks, trade names, logos, and all other content created by or on behalf of Synergia360, is owned by Digital Perception Ltd or its licensors and is protected by UK and international intellectual property laws. Nothing in these Terms grants you any rights in our intellectual property except the limited licence set out in clause 8.2.

8.2 Licence to use

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during the Subscription term.

8.3 Your IP

You retain all intellectual property rights in the Customer Data you upload to or generate through the Platform. You grant Synergia360 a limited licence to host, process, copy, and transmit Customer Data solely to the extent necessary to provide the Platform and as described in our Privacy Policy.

8.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant us a royalty-free, perpetual, irrevocable licence to use that feedback for any purpose, including incorporating it into the Platform, without obligation to you.

9. Your Data

We process Customer Data as a data processor on your behalf. Our obligations in relation to Customer Data are set out in the Data Processing Agreement, which forms part of this Agreement. You are the data controller for Customer Data and are responsible for ensuring you have all necessary rights and consents to upload and process that data through the Platform.

We will not access, use, or disclose Customer Data except as required to provide the Platform, as directed by you, or as required by law. We will not sell or use Customer Data for our own commercial purposes. The PAYG order lock described in section 6 is a limitation on the display features of the Platform, agreed as part of the service description; it does not involve any use of Customer Data for our own purposes, and all other processing of the affected data continues unchanged.

10. Confidentiality

Each party ("Disclosing Party") may disclose to the other ("Receiving Party") information that is confidential or proprietary in nature ("Confidential Information"). Confidential Information includes, without limitation, business plans, pricing, technical information, and Customer Data.

The Receiving Party must: (a) keep Confidential Information strictly confidential; (b) not disclose it to third parties without the Disclosing Party's prior written consent; and (c) use it only as necessary to perform obligations under this Agreement. These obligations survive termination for five years, except that obligations regarding trade secrets survive indefinitely.

11. Warranties and Disclaimers

11.1 Our warranties

We warrant that: (a) we have the right to enter into this Agreement and grant the rights granted herein; (b) the Platform will perform materially in accordance with the Documentation; and (c) we will use commercially reasonable efforts to maintain a monthly uptime of 99.9% for the Platform (excluding scheduled maintenance and circumstances beyond our reasonable control).

11.2 Your warranties

You warrant that: (a) you have authority to enter into this Agreement; (b) your use of the Platform will comply with all applicable laws; and (c) you have all necessary rights to upload Customer Data.

11.3 Disclaimer

12. Limitation of Liability

12.1 Exclusions

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English law.

12.2 Cap on liability

Subject to clause 12.1, each party's total aggregate liability to the other arising under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim, or £10,000, whichever is greater.

12.3 Consequential losses

Subject to clause 12.1, neither party shall be liable to the other for any indirect, special, incidental, punitive, or consequential losses or damages, including loss of profits, loss of revenue, loss of data, or loss of goodwill, even if that party has been advised of the possibility of such losses.

13. Indemnification

You agree to defend, indemnify, and hold harmless Synergia360, its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your breach of these Terms; (b) your violation of any applicable law or third-party rights; or (c) the content of Customer Data.

14. Term and Termination

14.1 Term

This Agreement begins on the date you create an account or first access the Platform and continues until terminated by either party in accordance with these Terms.

14.2 Termination by you

You may cancel your subscription at any time through the Platform settings or by contacting legal@synergia360.app. Cancellation takes effect at the end of the current billing period. You remain responsible for all fees due up to the cancellation date.

14.3 Termination by us

We may terminate or suspend your access immediately on written notice if: (a) you materially breach these Terms and fail to remedy the breach within 14 days of written notice; (b) you become insolvent, enter administration, or are subject to equivalent proceedings; or (c) we are required to do so by law.

14.4 Effect of termination

On termination: (a) all licences granted to you cease immediately; (b) you must cease all use of the Platform; and (c) we will retain your Customer Data for 30 days following termination during which you may export it, after which it will be permanently deleted. Sections 6.6 and 6.7 (Credit refunds and dormant balances), 8 (IP), 10 (Confidentiality), 11.3 (Disclaimer), 12 (Liability), 13 (Indemnity), and 16 (Governing Law) survive termination.

15. Changes to the Service

We reserve the right to modify, update, or discontinue features of the Platform at any time. We will use reasonable endeavours to notify you of material changes that adversely affect your use of the Platform. We will not reduce the core functionality of your subscribed plan without 30 days' notice.

16. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.

17. General Provisions

17.1 Entire agreement

These Terms (together with the Privacy Policy, DPA, Cookie Policy, and any Order Form) constitute the entire agreement between the parties relating to the Platform and supersede all prior representations, agreements, and understandings.

17.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

17.3 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, on 30 days' notice to you.

17.5 Force majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, government action, pandemic, power outages, or internet infrastructure failure, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

17.6 Notices

Notices under these Terms must be in writing and sent to the other party's registered address or, in our case, to legal@synergia360.app. Notices sent by email are effective on the next business day following transmission.

18. Contact