ZYNC Limited — Terms of Service

These Terms of Service ("Terms") govern the relationship between ZYNC Limited ("ZYNC", "we", "us", "our") and any business or individual ("Client", "you") who engages ZYNC for automation services. By signing a proposal, customer agreement, or otherwise engaging ZYNC's services, you agree to be bound by these Terms.

These Terms should be read alongside ZYNC's Privacy Policy, which governs how we handle personal information.

1. Definitions

1.1 "Automation Services" means the custom automation workflows, integrations, and related systems built and maintained by ZYNC on behalf of the Client.

1.2 "Customer Agreement" means the signed agreement between ZYNC and the Client setting out the specific services, pricing, and commercial terms agreed between the parties.

1.3 "Deliverables" means the automation workflows, integrations, configurations, and documentation produced by ZYNC under the Customer Agreement.

1.4 "End Customer Data" means personal information belonging to the Client's customers that is processed by ZYNC as part of delivering the Automation Services.

1.5 "Monthly Subscription Fee" means the recurring fee payable by the Client for ongoing access to and support of the Automation Services.

1.6 "Setup Fee" means the one-off fee payable by the Client for the build and initial configuration of the Automation Services.

1.7 "Subscription Period" means each calendar month for which the Client has paid the Monthly Subscription Fee.

2. Services

2.1 ZYNC will provide the Automation Services described in the Customer Agreement. The specific packages, features, and pricing are set out in the Customer Agreement and associated proposal.

2.2 ZYNC will build the Automation Services to the standard described in the approved proposal. We will use reasonable skill and care in delivering the services.

2.3 ZYNC will aim to complete the initial build within the timeframe set out in the Customer Agreement, typically 5–10 business days from receipt of the Setup Fee and all required access and information from the Client.

2.4 The Client acknowledges that the timely delivery of services depends on the Client providing ZYNC with access to required systems, software, and information in a timely manner. ZYNC is not responsible for delays caused by the Client's failure to provide required access or information.

2.5 ZYNC may update, modify, or improve the Automation Services from time to time. Where changes are material and may affect the Client's operations, ZYNC will provide reasonable notice.

2.6 ZYNC may engage subcontractors or third-party service providers to assist in delivering the Automation Services. ZYNC remains responsible for the performance of those parties.

3. Fees and Payment

3.1 The Client will pay ZYNC the fees set out in the Customer Agreement, comprising:

• A one-off Setup Fee, due and payable upon signing the Customer Agreement
• A Monthly Subscription Fee, invoiced on the 1st of each calendar month and due within 14 days of the invoice date

3.2 All fees are in New Zealand dollars and exclude GST. GST will be added to all invoices at the applicable rate.

3.3 The Setup Fee is non-refundable once ZYNC has commenced work on the build, which is typically within 3–5 business days of signing.

3.4 If the Client fails to pay any invoice by the due date, ZYNC may:

• Suspend access to or operation of the Automation Services until payment is received
• Charge interest on overdue amounts at a rate of 2% per month from the due date
• Terminate the Customer Agreement in accordance with clause 6

3.5 ZYNC reserves the right to adjust the Monthly Subscription Fee on 60 days' written notice to the Client. If the Client does not accept the new fee, the Client may terminate the agreement with 30 days' notice under clause 6.

3.6 The Client is responsible for all costs associated with providing ZYNC with access to required third-party platforms and software, including any subscription or API fees charged by those platforms.

4. Client Obligations

4.1 The Client must:

• Provide ZYNC with timely access to all systems, software, accounts, and information reasonably required to build and maintain the Automation Services
• Ensure that any information provided to ZYNC is accurate and up to date
• Obtain all necessary consents, permissions, and authorisations required to allow ZYNC to send automated communications to the Client's customers on the Client's behalf
• Comply with all applicable laws in connection with the use of the Automation Services, including the Privacy Act 2020, the Unsolicited Electronic Messages Act 2007, and any industry-specific regulations
• Not use the Automation Services for any unlawful, harmful, or deceptive purpose
• Promptly notify ZYNC of any issues, errors, or unexpected behaviour in the Automation Services

4.2 Healthcare clients have additional obligations:

• Ensure that patient communications automated by ZYNC comply with the Health Information Privacy Code 2020
• Obtain appropriate patient consent for automated communications prior to those automations going live
• Ensure that any health information shared with ZYNC is limited to what is strictly necessary for the agreed automation purposes

4.3 The Client is responsible for the accuracy and appropriateness of all content included in automated messages sent through ZYNC's systems. ZYNC is not responsible for the content of messages directed by the Client.

5. Intellectual Property

5.1 All intellectual property in the Automation Services, including workflows, configurations, code, templates, and technical architecture, belongs to ZYNC and is licensed to the Client for use during the Subscription Period.

5.2 The Client's licence to use the Automation Services is non-exclusive, non-transferable, and limited to the Client's own business operations. The Client may not resell, sublicence, or transfer access to the Automation Services to any third party.

5.3 On termination of the Customer Agreement, the Client's licence to use the Automation Services ceases immediately. ZYNC will deactivate the automations and return or securely destroy the Client's data in accordance with the Privacy Policy.

5.4 Nothing in these Terms transfers ownership of any intellectual property belonging to the Client or the Client's customers to ZYNC. The Client retains ownership of all data, content, and materials it provides to ZYNC.

5.5 The Client grants ZYNC a limited licence to use the Client's data, branding, and materials solely for the purpose of delivering the Automation Services.

6. Term and Termination

6.1 The Customer Agreement commences on the date signed and continues on a month-to-month basis until terminated by either party.

6.2 Either party may terminate the Customer Agreement by giving 30 days' written notice to the other party. The Client will remain liable for any Monthly Subscription Fees due during the notice period.

6.3 ZYNC may terminate the Customer Agreement immediately and without notice if:

• The Client fails to pay any invoice within 30 days of the due date
• The Client commits a material breach of these Terms that is not remedied within 14 days of written notice
• The Client uses the Automation Services for any unlawful purpose
• The Client becomes insolvent, enters liquidation, or is placed in receivership

6.4 On termination:

• All outstanding fees become immediately due and payable
• ZYNC will deactivate all Automation Services within 5 business days
• ZYNC will return or securely destroy the Client's data within 30 days, unless a longer retention period is required by law
• The Client must immediately cease using any ZYNC materials, templates, or intellectual property

7. Warranties and Disclaimers

7.1 ZYNC warrants that it will provide the Automation Services with reasonable skill and care and in accordance with the description in the Customer Agreement.

7.2 ZYNC does not warrant that:

• The Automation Services will be error-free or uninterrupted at all times
• The Automation Services will be compatible with all third-party software or platforms the Client uses
• Automated messages will be delivered in all cases (delivery depends on third-party telecommunications and email infrastructure outside ZYNC's control)
• The Automation Services will achieve any specific business outcome or result for the Client

7.3 The Client acknowledges that the performance of the Automation Services may be affected by factors outside ZYNC's control, including changes to third-party platforms, API limitations, and telecommunications infrastructure.

7.4 To the extent permitted by law, all warranties, conditions, and representations not expressly stated in these Terms are excluded.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, ZYNC's total liability to the Client under or in connection with these Terms and any Customer Agreement is limited to the total Monthly Subscription Fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

8.2 ZYNC is not liable to the Client for any:

• Loss of revenue, profit, or business opportunity
• Loss of data or corruption of data
• Indirect, consequential, special, or punitive loss or damage
• Loss arising from the Client's failure to comply with its obligations under clause 4
• Loss arising from the actions or omissions of third-party service providers

8.3 Nothing in these Terms limits ZYNC's liability for death or personal injury caused by ZYNC's negligence, or for fraud or fraudulent misrepresentation.

8.4 The Client is responsible for maintaining its own backups of any data that it considers important. ZYNC is not responsible for any loss of Client data unless directly caused by ZYNC's negligence.

9. Confidentiality

9.1 Each party agrees to keep confidential all information received from the other party that is identified as confidential or that would reasonably be understood to be confidential, including pricing, technical processes, client lists, and business strategy.

9.2 Neither party will disclose the other's confidential information to any third party without prior written consent, except:

• To employees or contractors who need to know the information to perform their obligations, provided they are bound by equivalent confidentiality obligations
• As required by law or court order

9.3 These confidentiality obligations survive termination of the Customer Agreement for a period of three (3) years.

10. Data and Privacy

10.1 Each party will comply with its obligations under the Privacy Act 2020 in connection with personal information handled under these Terms.

10.2 ZYNC will process End Customer Data only in accordance with the Client's instructions and for the purposes of delivering the Automation Services. ZYNC will not use End Customer Data for its own marketing or commercial purposes.

10.3 The Client warrants that it has the authority to instruct ZYNC to process End Customer Data on its behalf, and that doing so complies with all applicable privacy laws.

10.4 If ZYNC becomes aware of a privacy breach affecting End Customer Data, ZYNC will notify the Client promptly so the Client can take appropriate steps under the Privacy Act 2020.

10.5 Healthcare clients will enter into a separate Data Processing Agreement covering their additional obligations relating to health information.

10.6 ZYNC's Privacy Policy, available at zync.co.nz, sets out how ZYNC handles personal information collected from clients and their representatives.

11. Force Majeure

11.1 Neither party is liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, telecommunications failures, or cyberattacks.

11.2 A party seeking to rely on this clause must notify the other party promptly and take reasonable steps to mitigate the effect of the force majeure event.

12. General

12.1 These Terms, together with the Customer Agreement and Privacy Policy, constitute the entire agreement between the parties in relation to the Automation Services and supersede all prior agreements, representations, and understandings.

12.2 These Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

12.3 If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining Terms will continue in full force and effect.

12.4 ZYNC may update these Terms from time to time. Where changes are material, ZYNC will provide 30 days' notice to existing clients before the changes take effect. Continued use of the Automation Services after that date constitutes acceptance of the updated Terms.

12.5 A failure by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce it in the future.

12.6 The Client may not assign or transfer any of its rights or obligations under these Terms without ZYNC's prior written consent. ZYNC may assign its rights and obligations to a related company or in connection with a sale of its business.

12.7 Notices under these Terms may be given by email. Notices to ZYNC should be sent to hello@zync.co.nz. Notices are deemed received on the day sent if sent before 5pm on a business day, or the next business day otherwise.