Breaking Silos. Shaping Tomorrow.
2025 Sygence. All Rights Reserved.
This Terms of Use Agreement ("Agreement") governs your access to and use of the Sygence Platform ("Platform"), which is owned and operated by SYGENCE PRIVATE LIMITED ("SYGENCE", "we", "our", "us"). By accessing or utilizing the Platform, the USER ("USER", "you", or "your") agrees to abide by and be bound by the terms and conditions set forth herein.
For the purpose of this Agreement, "SYGENCE" and "USER" shall individually be referred to as "Party" and collectively referred to as "Parties".
A. SYGENCE operates a digital platform providing enterprise management and supply chain network solutions through digital tools, workflows, Gen AI analytics and real-time decision-making capabilities.
B. The USER desires to utilize the platform services provided by SYGENCE for its business operations.
C. The Parties wish to record the terms and conditions under which SYGENCE will provide these services to the USER.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1.1 By accessing or using the Platform, you acknowledge that you have read, understood and agree to be bound by this Agreement and any other policies, guidelines or agreements referenced herein.
1.2 SYGENCE reserves the right to modify or update this Agreement at any time. Any modifications will be effective immediately upon posting, and your continued use of the Platform constitutes acceptance of those modifications. We encourage you to review this Agreement regularly.
2.1 In this Agreement, unless the context otherwise requires:
"Acceptance of Terms" means that by subscribing to the Platform, the USER expressly acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement. Continued use of the Platform shall constitute the USER’s ongoing acceptance of these terms.
"Confidential Information" means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data and business results. Confidential Information shall not include any information which is or becomes generally known and available in the public domain through no act or omission of the receiving Party.
"Documentation" means the USER manuals, technical manuals and any other materials provided by the PLATFORM PROVIDER, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Platform.
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
"Platform" means the digital platform operated by SYGENCE that provides enterprise management and supply chain network solutions.
"Services" means the services to be provided by the SYGENCE to the USER as detailed in Clause 2 of this Agreement.
"USER" means the ‘Company-authorized’ Natural Persons, including employees, directors or any other person in the employment of the subscriber, using the USER account provided by SYGENCE. While the Platform is not intended for use by affiliates, subsidiaries, parent companies, sister concerns or any other third-party personnel circumventing the Subscription Plan, any such person who gains access, whether authorized or unauthorized, shall nonetheless be deemed a USER and bound by the terms of this Agreement.
"User Data" means all data, content and information (including personal information) owned, held, used or created by or on behalf of the USER that is stored using, or inputted into, the Services.
3.1 The USER undertakes to provide complete, accurate and current information during the registration process. In connection with such registration, the USER shall submit all necessary organizational, operational, and compliance-related information as required by SYGENCE. This shall include, without limitation, legal entity details, including but not limited to incorporation documents, tax registration numbers and relevant certificates.
3.2 The USER must be a legally recognized entity under applicable laws and must not have been previously suspended or removed from the Platform for any reason. The USER represents and warrants that it has the legal authority to enter into this Agreement and that all information provided during registration is accurate and complete.
3.3 The USER shall also provide financial statements for the preceding number (figure) fiscal years, as well as any business licenses and permits applicable to the USER’s operations.
3.4 The USER is obligated to submit operational documentation, including quality management system certifications, evidence of operational capacity, performance metrics and key performance indicators (KPIs) that reflect the USER’s operational proficiency.
3.5 The USER shall furnish client references and testimonials to substantiate its operational capabilities.
3.6 In relation to compliance, the USER shall provide all required regulatory compliance certificates, environmental compliance documentation, corporate social responsibility (CSR) policies and implementation reports, as well as ethics and anti-corruption policies.
The USER acknowledges and agrees that the information provided must be truthful, accurate and comprehensive in accordance with the requirements set forth by SYGENCE.
4.1 The USER hereby acknowledges and agrees to the following obligations in connection with their use of the Platform:
4.2 Prohibited activities: USERs are prohibited from engaging in any conduct or activity that violates the terms of this Agreement, including any actions explicitly prohibited in the contract Agreement between SYGENCE and the USER. Prohibited activities include, but are not limited to:
4.3 SYGENCE reserves the right to suspend or terminate any USER account found to be in violation of these terms.
5.1 All software, algorithms, databases and intellectual property embedded within the Platform shall remain the exclusive property of SYGENCE. The USER agrees not to engage in any action that may infringe, dilute or misappropriate SYGENCE’s proprietary rights. Unauthorized reproduction, distribution, modification or sublicensing of any portion of the Platform is strictly prohibited.
5.2 Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, SYGENCE owns all Intellectual Property Rights to and into the website, including, without limitation, any and all rights, title and interest in and to copyright, related rights, patents, utility models, trademarks, trade names, service marks, designs, know-how, trade secrets and inventions (whether patentable or not), goodwill, source code, meta tags, databases, text, content, graphics, icons and hyperlinks.
5.3 The USER shall acknowledge and agree that it shall not use, reproduce or distribute any content from the software belonging to SYGENCE.
5.4 Notwithstanding the foregoing, it shall be expressly clarified that the USER shall solely be responsible for any content that the USER provides or uploads when using any service, including any text, data, information or any other material which the USER may upload, transmit or store when making use of various Services provided by SYGENCE.
5.5 SYGENCE further reserves its right to terminate the account of the USER who infringes the copyrights or other Intellectual Property Rights of SYGENCE. SYGENCE may, in its discretion, terminate or deny access to and use of the site. In the case of such termination, SYGENCE will have no obligation to provide a refund of any amounts previously paid to SYGENCE.
5.6 The USER grants SYGENCE a non-exclusive, royalty-free license to use, copy, transmit, store and back-up the USER Data for the purposes of enabling the USER to access and use the Platform.
5.7 SYGENCE is not obligated to refund any payments for non-usage of the subscription Services within the subscription term or termination of the contract by the USER unless at its discretion.
6.1 Data Processing:
SYGENCE agrees to process USER Data in compliance with applicable data protection laws and regulations and undertakes the following obligations:
6.2 Data Sharing:
6.3 Liability and Risk: The USER acknowledges that engagement, transaction or exchange of data with third parties through the Platform is conducted at the USER’s risk. SYGENCE shall not be liable for disputes, damages or liabilities arising from third-party interactions, and the USER agrees to indemnify and hold SYGENCE harmless from claims resulting from such engagements.
6.4 The provisions of this Agreement, including the obligations concerning data protection and privacy, shall apply to:
In the event the original registering individual ceases to be associated with the organization, all such other USERs shall continue to be bound by these terms.
SYGENCE shall not be held liable for any breach or misuse of the Platform, by such individuals, and it shall be the sole responsibility of the organization to manage and secure platform access.
6.5 SYGENCE engages third-party service providers and their respective subcontractors, affiliates or downstream partners (including but not limited to fourth-party providers and any other associated external parties) to support the operation of its Platform, including infrastructure, analytics, data storage and communication tools. By using the Platform, the USER agrees to be additionally bound by the applicable terms and conditions of use, privacy policies and service-level conditions imposed by such providers, to the extent relevant to the services rendered through SYGENCE.
6.6 Non-Liability for Third-Party Breaches: While SYGENCE exercises reasonable diligence in the selection, integration and oversight of third-party service providers and their respective subcontractors, affiliates or downstream partners (including but not limited to fourth-party providers and any other associated external parties), SYGENCE shall not be held liable for any data breaches, security incidents, service disruptions or regulatory non-compliance caused directly or indirectly by such entities. The USER acknowledges and agrees that the Platform's functionality may rely on such external integrations and assumes responsibility for any consequences, whether direct or indirect, arising from the acts, omissions or failures of these third parties and their affiliates.
7.1 Payment Policy
7.2 Payment Terms
8.1 Each Party agrees that it shall:
8.2 The confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years. "Confidential Information" means any and all information or data of a confidential nature, including application, network configuration, documents, accounts, business plans, products, promotional and marketing plans and processes, and any other information in whole or in part of either Party.
Exceptions – Confidential Information excludes information that:
The Receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the Receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure, to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of this Agreement and the relationship of the Parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information, provided that each Party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as Accountants, Lawyers, Bankers and Investors.
9.1 Term: This Agreement will commence on the Effective Date (i.e., the date the USER accepts these Terms) and will remain in effect for the duration of the subscription package selected by the USER (the “Term”), unless terminated earlier in accordance with these Terms. Upon expiration of the Term, the Agreement shall be renewed under the same terms and conditions, unless otherwise agreed between the USER and SYGENCE.
9.2 Termination: Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such a breach. The Parties to the contract shall terminate the Contract if there occurs any breach to the Terms agreed by both Parties under this Agreement and the same is not cured within fifteen (15) days.
Either party may terminate this Agreement immediately upon the occurrence of the following events in relation to the other Party:
9.3 If the USER desires to terminate this Agreement voluntarily and discontinue the services of SYGENCE, they are required to issue a notice of not less than thirty (30) days before the desired termination of this Agreement.
9.4 Upon termination of this Agreement, the USER shall clear all the pending dues of SYGENCE within a period of fifteen (15) days.
9.5 Effects of Termination: Upon termination of this Agreement or expiration of the Subscription Term, SYGENCE shall immediately cease providing the Services, and all usage rights granted under this Agreement shall terminate.
If SYGENCE terminates this Agreement due to a breach by the USER, then the USER shall clear all the pending dues of SYGENCE within a period of fifteen (15) days, including any unpaid invoices, fees, or additional charges that have accrued up to the date of termination, including but not limited to:
9.6 Upon termination of this Agreement and upon subsequent written request by the Disclosing Party,, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such Information in the event of a subsequent dispute between the Parties.
9.7 Renewal of Term: Before the expiry of the subscription term, the USER shall make payments towards the next subscription plan to avoid stoppage of Service. Failure to pay renewal fees within seven (7) days of the due date may result in the suspension of Service until the outstanding amount is cleared. The renewal of the Subscription Plan shall be effected on the same terms and conditions as the last Subscription Plan unless specifically agreed upon between the Parties.
10.1 Neither Party (including its licensors and suppliers) shall be liable for any indirect, incidental, special, or consequential damages, including, without limitation, lost business, profits, data or use of any service, incurred by either Party or any third party in connection with this Agreement. This limitation applies regardless of the nature of the claim (including negligence) and even if such damages were foreseeable, or the other Party was advised of the possibility of such damages.
10.2 The total aggregate liability of either Party under this Agreement, regardless of the nature of the claim (including negligence), shall not exceed the total fees paid or payable by the Parties under this Agreement during the twelve (12) months preceding the date the claim arose. The foregoing limitations shall not apply to a Party’s obligations (or any breach thereof) under the sections titled “Restrictions on Use,” “Indemnification,” or “Confidentiality.”
10.3 SYGENCE implements industry-leading security measures to protect confidential information. However, SYGENCE shall not be held liable for any unauthorized disclosure of information resulting from the negligence of third-parties and their respective subcontractors, affiliates or downstream partners (including but not limited to fourth-party providers and any other associated external parties), their failure to adhere to security protocols, or security breaches by such service providers integrated into the Platform, except where such breaches result from SYGENCE’s failure to implement reasonable security measures.
10.4 While SYGENCE ensures the security of its Platform, it does not control, monitor or assume responsibility for actions carried out by suppliers or customers within their own databases. Accordingly, any data breach, unauthorized access, loss, alteration, disclosure or other incident arising from or in connection with such access shall be the sole responsibility of the supplier and customer. Neither the supplier nor the customer shall hold SYGENCE liable for any claims, damages, liabilities or expenses, and both parties agree to indemnify and hold SYGENCE harmless from any claims arising therefrom.
10.5 The USER acknowledges that any engagement, transaction or exchange of data with third-party entities through the Platform is conducted solely at the USER’s risk. Any liability arising from such interactions shall be subject to the limitation of liability provisions outlined in Clauses 10.1 and 10.2, except where expressly excluded under this Agreement.
10.6 SYGENCE shall bear no liability for any disputes, breaches or claims arising out of contractual or operational obligations between two or more USERS contracting on the Platform. SYGENCE does not act as a party to such contracts and shall not be responsible for enforcing, mediating or resolving any such disputes.
10.7 Third-Party Service Providers: To the extent that any part of the Services or Platform operations is supported or facilitated by third-party providers and their respective subcontractors, affiliates or downstream partners (including but not limited to fourth-party providers and any other associated external parties), SYGENCE disclaims all liability for any breach of obligations, failure in service delivery, or misconduct by such entities. SYGENCE shall not be held responsible for disruptions, losses or damages arising from the reliance on services rendered by these providers, except where such issues result directly from SYGENCE’s gross negligence in their appointment or oversight.
SYGENCE provides customer support and platform maintenance as outlined below. USERs are encouraged to report issues through the Platform’s support channels.
12.1 Turnaround Time and Access Provisioning: SYGENCE agrees to maintain a reasonable Turnaround Time (TAT) for handling customer requests or performing Services as outlined in this Agreement. The TAT will be measured from the moment the request is received by SYGENCE until the completion of the requested actions or Services. The following table outlines the specific TAT response and TAT resolutions for different severity levels and categories:
| Category | Severity | Priority | TAT Response | TAT Resolution |
|---|---|---|---|---|
| Level 1 | High | High | Immediately | (4) Hours |
| Level 2 | Medium | High | Immediately | (1) Working days |
| Level 3 | Low | Medium/Low | Immediately | (3) Working days |
Category Definitions:
Level 1: A complete outage or severe degradation affecting many users or a core revenue/production workflow. No viable workaround. Requires immediate attention.
Level 2: Major functionality impaired for a subset of users or a key feature broken. Workaround may exist but is painful. Business impact is significant but not total outage.
Level 3: Non-critical issues, minor bugs, usability problems, isolated errors, general questions or configuration support. Limited business impact.
12.2 Exclusions: The TAT does not cover delays and disruptions caused by factors beyond SYGENCE’s control, including but not limited to:
12.3 Support and Maintenance Services: These entitle a USER to the following:
12.4 Response and Resolution Goals:
Neither party shall issue any press release or make any public announcement regarding this Agreement without the prior written consent of the other Party. However, each Party may include the name and logo of the other Party in its client/vendor lists for marketing or promotional purposes.
14.1 SYGENCE represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that the Services will be performed substantially in accordance with the Documentation.
14.2 The Parties warrant that there is no pending litigation against their respective entities, employees and/or directors that may hamper the performance of the present agreement.
14.3 The Parties warrant providing cooperation and support, including providing access to the data, permission and required information by the court, governmental authorities and such other regulatory authorities.
14.4 SYGENCE’s Software and its features shall be used only for authorized administrative work. Therefore, the USER shall only upload content, images, messages, chats and attachments for the purposes described above. The USER warrants not to upload, use or write any content, including images not belonging to the USER and unlawfully obtained, unauthorized, in violation of copyright, abusive, unlawful, hateful, derogatory, slanderous, defamatory or unauthorized use of confidential material and trade secrets.
14.5 Agreements or documents can be appended with an organization seal and letterhead. The USER can utilize this component only when the USER is approved by the organization to involve that seal and letterhead in a particular record.
"Force Majeure" shall be any event or occurrence starting after the Effective Date of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected and which renders the performance of the obligations impossible, including but not limited to acts of god, acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion and sabotage.
The Party affected by a Force Majeure event shall not be liable to the other Party for its delay in the performance of, or non-performance of its obligations or any part thereof under the terms of this Agreement. The Party affected by a Force Majeure event shall give notice of the Force Majeure event to the other Party on an immediate basis.
Except with respect to Intellectual Property Rights, if a dispute arises between the Parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the Parties agree to opt for Mediation and to hold a meeting within fifteen (15) days of written request by either Party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.
In the event that Mediation fails or if, within 15 days after such a meeting, the Parties have not succeeded in resolving the dispute relating to this Agreement or breach of any duties hereunder, such dispute shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996 with the seat of arbitration in Goa, India.
All the hearings will be held in Goa, India and shall be conducted in English. The Parties shall each appoint an Arbitrator who shall then appoint a sole Arbitrator to preside over the Arbitration proceedings.
The Agreement shall be governed by the Laws of India. The Court of Law in the city of Goa, India shall have exclusive jurisdiction over any disputes arising under this Agreement.
All notices required or permitted hereunder shall be given in writing and (a) personally delivered to the other Party, (b) sent by certified mail, (c) sent by receipted delivery service, or (d) sent by facsimile with copy to the other Party at the following details as specified at the signature page. Communications not received as described above are not considered to be communicated.
If any Term or Condition of this Agreement shall be held invalid in any respect by any court or governmental agency of competent jurisdiction and all appeals have been exhausted, the Parties shall use commercially reasonable efforts to agree on either: (a) an amendment which would restore the validity of the term or condition or (b) a comparable, valid term or condition. If no such agreement can be reached, the other valid provisions of this Agreement are severable and remain in effect.
Any additional obligations assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party.
Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment, by both the Parties, and in the case of a waiver, by the Party against whom the waiver is to be effective.
No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
This Agreement represents the complete and final understanding between the Parties with respect to the subject matter herein and supersedes and replaces any and all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or written, relating to the subject matter of this Agreement.
No other terms, conditions, representations, or warranties shall be binding unless expressly agreed to in writing and signed by authorized representatives of both Parties.
This Agreement represents the complete and final understanding between the Parties with respect to the subject matter herein and supersedes and replaces any and all prior or contemporaneous agreements, understandings, negotiations, or representations, whether oral or written, relating to the subject matter of this Agreement.
No other terms, conditions, representations, or warranties shall be binding unless expressly agreed to in writing and signed by authorized representatives of both Parties.
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2025 Sygence. All Rights Reserved.