Terms of Service

Last updated 28 July 2022

Introduction

Welcome to Syla! Before you get started, we need you to look through these terms. These are your legal rights and obligations, so please read everything carefully. If you can’t agree to our terms, then you can’t use our services.

If you still have questions or comments after you’ve read these terms, please contact us.

Terms

In this section we explain how to subscribe to Syla and use our services. When you see a word in bold, it will have the same corresponding meaning every time it’s used within these terms.

You and Syla: When we say you or your, we mean both you and any entity or firm you’re authorised to represent. When we say Syla, we, our or us, we’re talking about Syla Power Pty Ltd (ABN 12 660 545 942), the entity you contract with and pay fees to.

Services: Our services consist of all the services and products we provide now or in the future.

Acceptance: By using Syla, you warrant that you have read and reviewed the terms and you agree to be bound by it. If you do not agree to be bound by the terms, then you can’t use our services.

Using Syla

In this section we explain how to subscribe to Syla and use our services.

Creating a subscription: When you create a subscription to use our services and accept these terms, you become a subscriber. If you’re the subscriber, you’re the one responsible for paying for your subscription.

Single entity: A subscription can only be used to record transactions belonging to a single individual person or entity. Once a subscription has been used to record transactions it cannot be re-assigned to record transactions belonging to another individual or entity.

People invited to use Syla: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you’re an invited user, you must also accept these terms to use our services.

User roles and access: As a subscriber inviting others into a subscription, you should understand the permissions you’re granting to invited users. 

The right to use our services: Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or – if you’re an invited user – until your access is revoked.

Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. For example:

• You control access to a subscription. You decide who’s invited to use our services you’ve subscribed to and what kind of access the invited user has. You can change or stop that access at any time
• You’re responsible for resolving any disputes with any invited users over access to your subscription
• You’re responsible for all your invited users’ activity

Your responsibilities: You promise that you’ll keep your information (including a current email address) up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You’re also responsible for protecting your username and password from getting stolen or misused. For more on security generally, check out the security section below. You agree to use our services only for lawful purposes and in line with the instructions and guidance we provide.

When we introduce new or revised services: Since we’re always thinking about how to make Syla the best it can be – we may expand our services. For new or updated services, there might be additional terms. We’ll let you know what those terms are before you start using those services.

What we own: We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

Limitations: Some of our services may be subject to limits depending on which plan you choose, such as a cap on the number of transactions.

No-charge or beta services: Occasionally we may offer a service at no charge – for example a beta service, or a time-limited trial account. Because of the nature of these services, you use them at your own risk.

Pricing

You’ll need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when you select your plan.

Trial subscriptions: When you first sign up, you can opt for a free trial, based on the terms specified at the time. The free trial may be terminated at any time. If you choose not to continue using our services following a trial, you may delete your organisation.

Syla pricing plans: Your use of our services generally requires you to pay a subscription fee based on your subscription plan (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan includes information set out in the offer details and pricing page. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan won’t apply retrospectively and, if we make changes and you’re a subscriber, we’ll make every effort to let you know. Subscription fees are inclusive of GST, as reflected in the pricing plan.

Importance of timely payments: In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made.

Data use and privacy

Syla uses your data to provide our services to you. Our Privacy Policy is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address.

Use of data: When you enter or upload your data into our services, we don’t own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; and send you information we think may be of interest to you based on your marketing preferences.

Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, our Privacy Policy sets out in detail how we process your own personal data that you enter into Syla, like your name and email address.

Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

Data breach notifications: Where we think there has been unauthorised access to personal data inside your subscription, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your subscription.

Confidential information

We take reasonable precautions to protect your confidential information and expect that you’ll do the same for ours.

Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.

Security

Security safeguards: While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.

Account security features: We may introduce security features to make your account more secure, such as multi-factor authentication and we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.

Playing your part to secure your data: You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realise there’s been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately. You also agree not to use free-form fields in any of Syla’s systems or services to store personal data (unless it’s a field explicitly asking for personal data -like a first name or a last name), credit card details, or bank account details.

Third-party products

API data feeds: Your use of API data feeds is enabled by direct connection between Syla and a third-party exchange, platform, or other service provider. You may discontinue the use of an API data feed at any time.

Use of your data to connect you to third party products: If you choose to connect your subscription to third-party products, we will use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with our Privacy Policy and these terms.

Payments to Syla: Some third-party providers may pay Syla a fee that may be related to: referrals from Syla; revenue made by the provider; or data that the providers access about you through our services with your consent.

Maintenance, downtime and data loss

We really try to minimise any downtime, but sometimes it’s necessary so we can keep our services updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important.

Availability: On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it.

Access issues: You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at anytime.

Data loss: Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services.

No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

Modifications: We may frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, or within our services when you log in).

Don’t do this

We do want to highlight a few examples of things you must not ever do:

• Undermine the security or integrity of our computing systems or networks.
• Use our services in any way that might impair functionality or interfere with other people’s use.
• Access any system without permission.
• Introduce or upload anything to our services that includes viruses or other malicious code.
• Share anything that may be offensive, violates any law, or infringes on the rights of others.
• Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
• Resell, lease or provide our services in any way not expressly permitted through our services.
• Repackage, resell, or sublicense any leads or data accessed through our services.
• Commit fraud or other illegal acts through our services.
• Act in a manner that is abusive or disrespectful to a Syla employee, partner, or other Syla customer. We will not tolerate any abuse or bullying of our Syla employees in any situation and that includes interaction with our support teams.

Termination

Your subscription can be terminated by written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately.

Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable.

Termination by Syla: Syla may choose to terminate your subscription at any time by providing you with one month’s written notice in advance. Syla may also terminate or suspend your subscription or access to all or any data immediately if:

• you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
• you breach any of these terms and the breach cannot be remedied,
• you fail to pay subscription fees, or
• you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors or become subject to any similar insolvency event in any jurisdiction.

No refunds: No refund is due to you if you terminate your subscription or Syla terminates it in accordance with these terms.

Retention of your data: Once a subscription is terminated by you or us, it is archived, and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.

Liability and indemnity

This section is important as it outlines liability terms between us and both subscribers and invited users.

You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we’re at fault).

Disclaimer of warranties: Our services and all third-party products are made available to you on an ‘as is’ basis. Subject to the exclusion in Housekeeping, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability, and fitness for a particular purpose.

Limitation of liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

• We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
• For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
• Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

Disputes

Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we are unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Important housekeeping

No professional advice: Just to be clear, Syla isn’t a professional services firm, and isn’t in the business of giving any kind of professional advice. Therefore, use of our services or products should not be seen as a substitute for professional accounting, financial, tax advice and we aren’t liable for your use of the information in that way.

Events outside our control: We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

Notices: Any notice you send to Syla must be sent to us directly at hello@syla.com.au. Any notices we send to you will be sent to the email address you’ve provided us through your subscription.

Exclusion: In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).

Blocking your access, disabling your subscription, or refusing to process a payment: We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. We may take any of these actions without notice.

Relationship between the parties

assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user. Syla may assign these terms – or any of our rights or obligations in these terms – to another Syla entity as it deems appropriate. Syla entities are the companies controlled by or under common control with Syla AU Pty Limited.

Changes to these terms: We sometimes will decide to change these terms of use but changes won’t apply retrospectively. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally for material changes, we will notify you by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. Any changes made are assumed to have been accepted by your continued use of
Syla.

Enforcement of terms: If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable.

Interpretation: Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion.

Jurisdiction: These Terms of Service are governed by the laws of Queensland and apply in any dispute between you and us.