Your access to and use of SyncroTask — including the website at syncrotask.com and all related applications, features, and services (collectively, the "Service") — is governed by these Terms & Conditions (the "Agreement"). Please read this Agreement carefully before using the Service.

By registering for an account or using the Service, you agree to be legally bound by this Agreement. If you do not agree, you must not use the Service.

Our Service is intended for businesses and commercial entities only. You are not authorized to use SyncroTask as a natural person for personal or household purposes.

1. Definitions

• "Service" — the SyncroTask platform, including the web application, APIs, and all related features (time tracking, leave management, project management, team management, reporting, and billing).
• "Business User" — the company or individual who owns the SyncroTask workspace and is responsible for the subscription.
• "Authorized User" — an employee or team member invited by a Business User to access the workspace.
• "User" — collectively, Business Users and Authorized Users.
• "Workspace" — the dedicated environment created for a Business User within the Service.
• "Subscription Plan" — a paid monthly or yearly plan that grants access to the Service features.
• "Free Trial" — a limited-period free access to the Service granted upon registration.
• "User Content" — any data entered or uploaded into the Service by a User, including timesheets, leave records, projects, and team data.
• "Intellectual Property Rights" — any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world.
• "Confidential Information" — any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Who Can Use the Service

To use the Service, you must:

• Be at least 18 years of age.
• Be a duly authorized representative of the business entity on whose behalf you are registering.
• Have the authority to bind that entity to this Agreement.

By accepting this Agreement, you represent and warrant that all of the above conditions are met. If you do not meet these requirements, you must not use the Service.

The Service is not intended for consumers acting outside of a trade, business, craft, or profession. Consumer protection laws and regulations, including statutory withdrawal rights, do not apply to Business Users to the fullest extent permitted by applicable law.

3. Account Registration & Security

You must provide accurate and complete information when registering for an account and keep it up to date. You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account.
• Ensuring that Authorized Users you invite comply with this Agreement.

You must immediately notify us at contact@syncrotask.com if you become aware of any unauthorized use of your account. SyncroTask shall not be liable for any loss or damage arising from your failure to comply with these obligations.

You may not share your account credentials with any third party or permit any third party to access the Service using your credentials. Any such sharing constitutes a material breach of this Agreement.

4. Free Trial

New accounts are eligible for a free trial period as indicated at the time of registration. During the free trial, you have access to the core Service features. No charge is applied until the trial period ends. At the end of the trial, a valid payment method is required to continue using the Service.

Trial limitations — the following features are not available during the free trial and require an active paid subscription:

• Inviting team members to your workspace.
• Managing users and teams.

We reserve the right to modify, extend, or discontinue the free trial offer, including its limitations, at any time. Any data entered during the free trial may be permanently lost if you do not subscribe to a paid plan before the trial expires. You are responsible for exporting your data prior to trial expiry if you choose not to subscribe.

5. Subscriptions, Billing, Refunds & Withdrawal Rights

Access to the Service beyond the free trial requires a paid Subscription Plan. By subscribing, you agree to the following:

5.1 Auto-renewal

Subscriptions automatically renew at the end of each billing period (monthly or yearly) unless cancelled before the renewal date. You authorize SyncroTask to charge your designated payment method for the applicable renewal fees. We will provide at least 10 days' advance notice before a monthly renewal, and at least 30 days' advance notice before an annual renewal, unless otherwise required by applicable law.

5.2 Pricing

Subscription fees are displayed at the time of purchase and may change. We will provide at least 30 days' notice before any price change takes effect on your next renewal. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

Prices are exclusive of applicable taxes (e.g. VAT), which will be added at checkout based on your location. Your subscription is priced per active seat. Seats are added automatically when invited users accept their invitation and removed when users are archived. Billing adjusts accordingly at your next billing cycle.

5.3 Payment Processing & Paddle as Merchant of Record

All payments for the Service are processed exclusively by Paddle.com ("Paddle"), which acts as the merchant of record for all transactions. This means that your purchase of a Subscription Plan constitutes a transaction between you and Paddle, not between you and SyncroTask. By subscribing, you agree to be bound by Paddle's terms of service and privacy policy, available at paddle.com.

SyncroTask does not collect, process, store, or have access to your payment card details, bank account information, or any other financial data you provide during checkout. All such data is collected, stored, and processed solely by Paddle in accordance with Paddle's own security and compliance standards (including PCI-DSS compliance). SyncroTask bears no responsibility for the security or handling of your payment data by Paddle.

SyncroTask is not responsible for and shall have no liability whatsoever in connection with:

• Any failure, error, delay, or interruption in payment processing by Paddle.
• Any unauthorized charge, duplicate charge, or billing error occurring within Paddle's systems.
• Any data breach, loss, or unauthorized access to your payment data held by Paddle.
• Any act or omission of Paddle in connection with the processing of your payment, the issuance of invoices, or the handling of refund or dispute requests.
• Any currency conversion fees, international transaction fees, or other charges applied by Paddle, your bank, or your card issuer.

SyncroTask has no authority to access, modify, reverse, or override any payment transaction processed by Paddle, and has no authority to negotiate, intervene in, or resolve any payment dispute you raise with Paddle or with your bank or card issuer. If you have a billing issue or payment dispute, you must contact Paddle directly at paddle.com/support. SyncroTask support can assist in providing transaction records or subscription details to help resolve disputes, but cannot act on your behalf with Paddle.

For the avoidance of doubt, SyncroTask remains solely responsible for providing the Service as described in this Agreement and for handling support requests related to the Service itself. The limitation of SyncroTask's liability with respect to payment processing does not affect your rights in relation to the Service.

5.4 Refund Policy

All subscription fees are non-refundable for the current billing period, including in the event of early cancellation, account deletion, or unused time. This is the default position and applies in all ordinary circumstances. The following are the only exceptions to this no-refund policy:

• Where required by applicable law (including statutory rights that cannot be excluded by contract in your jurisdiction).
• In cases of duplicate charges, billing errors, or unauthorized transactions confirmed by Paddle, subject to verification.
• In the specific and limited circumstance of a change of ownership of SyncroTask, where an Acquirer makes a material change to this Agreement or the Service that is materially detrimental to you, and you exercise your right to exit within the 30-day window described in Section 24.5. In that case only, a pro rata refund of prepaid subscription fees covering the unused portion of your then-current Subscription Term will be issued. This exception applies exclusively to the change of ownership scenario and does not create any general right to a refund in any other circumstance.

No partial refunds or credits are provided for unused portions of a billing period in any circumstance other than those listed above. If you downgrade your plan during a billing period, the change will take effect at the start of the next billing period and no refund will be issued for the difference.

5.5 EU Right of Withdrawal (Consumers Only)

If you qualify as a consumer under applicable law, you may have a statutory right to withdraw from your purchase within 14 days without providing a reason, in accordance with the EU Consumer Rights Directive.

However, this right does not apply or is lost where:

• You expressly request immediate access to the Service; and
• You acknowledge that the Service begins immediately upon purchase.

By completing your purchase and activating your subscription, you expressly request immediate performance of the Service and acknowledge that you lose your right of withdrawal once the Service has been fully performed or used. If a valid withdrawal request is submitted before the loss of the withdrawal right applies, any refund will be processed in accordance with applicable law.

5.6 Business Use

The Service is intended exclusively for users acting in the course of a trade, business, craft, or profession. To the extent permitted by law, statutory consumer protection provisions (including withdrawal rights) do not apply to Business Users.

5.7 Disputes and Chargebacks

If you have a billing dispute, you must contact SyncroTask support at contact@syncrotask.com before initiating a chargeback or payment dispute with your bank or payment provider. If you initiate a chargeback without first contacting us, we reserve the right to suspend or terminate your account and access to the Service. We may also contest such disputes where appropriate. SyncroTask shall not be liable for any service interruptions resulting from a chargeback investigation.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You must not:

• Use the Service for any illegal or unauthorized purpose.
• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service.
• Copy, reproduce, or resell the Service or any part of it without our prior written permission.
• Use the Service to transmit harmful, offensive, fraudulent, or unlawful content.
• Attempt to gain unauthorized access to any part of the Service or its related systems or networks.
• Use the Service to benchmark or develop a competing product or service.
• Use any automated means (bots, scrapers, spiders) to access or extract data from the Service without our prior written consent.
• Introduce viruses, malware, or other malicious code into the Service.
• Exceed any API rate limits or otherwise disrupt the performance of the Service for other users.

We reserve the right to suspend or terminate accounts that violate these conditions without prior notice or liability to you.

7. User Content & Data Ownership

You retain full ownership of your User Content. By using the Service, you grant SyncroTask a limited, non-exclusive, royalty-free, worldwide license to store, process, and display your User Content solely to provide the Service to you. This license terminates upon deletion of your account, subject to any legal data retention obligations.

SyncroTask does not use your User Content to train machine learning or artificial intelligence models.

You are solely responsible for the accuracy, legality, and appropriateness of all User Content you upload or create within the Service. You represent and warrant that your User Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party.

SyncroTask may delete User Content that violates this Agreement or applicable law, at any time and without prior notice.

8. Intellectual Property

8.1 SyncroTask IP

The Service, including its design, code, features, branding, trademarks, and all related intellectual property, is the exclusive property of SyncroTask and is protected by intellectual property laws in applicable jurisdictions. Nothing in this Agreement grants you any rights to SyncroTask's intellectual property other than the limited right to use the Service as described herein.

8.2 License to Use the Service

Subject to your compliance with this Agreement and payment of applicable fees, SyncroTask grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your Subscription Plan, solely for your internal business purposes.

8.3 Copyright Infringement — DMCA

SyncroTask respects intellectual property rights and expects its users to do the same. If you believe that any content on the Service infringes your copyright, please send a written notice to contact@syncrotask.com containing:

• Your name, address, telephone number, and email address.
• A description of the copyrighted work you claim has been infringed.
• A description of where the allegedly infringing material is located on the Service.
• A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
• Your physical or electronic signature.

SyncroTask will process valid DMCA notices promptly and reserves the right to terminate the accounts of repeat infringers.

8.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you acknowledge that such Feedback is non-confidential and you grant SyncroTask a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Service or other products, without any obligation or compensation to you.

9. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except:

• To employees, contractors, or advisors who need to know it to perform their duties and are bound by confidentiality obligations at least as protective as those herein.
• As required by applicable law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable prior notice (where permitted by law) and cooperates with the disclosing party's efforts to seek a protective order.

Each party agrees to use the other's Confidential Information only for the purposes of this Agreement. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party before disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is received from a third party without restriction.

10. Privacy & Data Protection

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you consent to the collection and processing of personal data as described in the Privacy Policy.

To the extent SyncroTask processes personal data on behalf of Business Users in connection with the Service, the parties shall execute a Data Processing Agreement ("DPA") as required by applicable data protection law, including the EU General Data Protection Regulation (GDPR) and the UK GDPR. The DPA is incorporated by reference into this Agreement.

Business Users are responsible for ensuring they have a lawful basis for processing personal data of their Authorized Users and for providing appropriate notices to those individuals in accordance with applicable data protection law.

11. Service Availability, External Factors & Modifications

11.1 No Guarantee of Availability

SyncroTask strives to keep the Service available at all times but does not guarantee uninterrupted, error-free, timely, or secure access. The Service is provided on an "as available" basis. You acknowledge that the Service may be temporarily unavailable or degraded for reasons within or outside SyncroTask's control, and that SyncroTask shall not be liable for any loss, damage, or business disruption arising from any such unavailability.

11.2 Planned Maintenance

SyncroTask may from time to time perform scheduled maintenance on the Service that temporarily affects availability. Where reasonably practicable, SyncroTask will provide advance notice of planned maintenance via email or in-app notification. Emergency maintenance required to protect the security or integrity of the Service may be performed without prior notice. SyncroTask shall not be liable for any loss or damage resulting from planned or emergency maintenance windows.

11.3 External Factors Beyond SyncroTask's Control

The Service depends on a range of external infrastructure and third-party services that are outside SyncroTask's direct control. SyncroTask expressly disclaims all liability for any unavailability, degraded performance, data loss, or other adverse effects arising from any of the following external factors, without limitation:

• Internet connectivity failures, network outages, or degraded network performance affecting your connection to the Service or SyncroTask's infrastructure, regardless of where in the network path the failure occurs.
• Failures, outages, or degraded performance of third-party infrastructure providers, including cloud hosting platforms, content delivery networks, DNS providers, and database services upon which the Service relies.
• Failures or outages affecting third-party services integrated with or used by the Service, including but not limited to Paddle (payment processing), Cloudflare (bot protection and storage), Resend (email delivery), and any other sub-processors listed in the Privacy Policy.
• Hardware failures, including server malfunctions, storage failures, or data centre incidents affecting SyncroTask's hosting infrastructure or the infrastructure of any third-party provider.
• Distributed denial-of-service (DDoS) attacks, cyberattacks, hacking, or other malicious acts directed at SyncroTask or its infrastructure or third-party providers.
• Software bugs, errors, or failures in third-party operating systems, databases, or middleware upon which the Service depends.
• Power outages or failures at data centres or facilities operated by SyncroTask or its infrastructure providers.
• Acts of government, regulatory orders, or legal requirements that compel SyncroTask or a third-party provider to suspend or restrict access to the Service.
• Force majeure events as described in Section 24.6, including natural disasters, pandemics, war, terrorism, or civil unrest.

You acknowledge that your use of the Service requires a functioning internet connection and compatible device, and that SyncroTask has no control over and no liability for the performance of your internet service provider, local network infrastructure, or device. You are solely responsible for maintaining the technical environment required to access the Service.

11.4 Your Responsibilities During Outages

In the event of any Service unavailability, whether caused by internal or external factors, SyncroTask will use commercially reasonable efforts to restore the Service as soon as practicable. SyncroTask will communicate the status of significant outages through available channels (such as email or a status page) where feasible. You are responsible for maintaining independent backups of business-critical data and for implementing your own business continuity measures. SyncroTask's obligation in the event of any outage is limited to restoration of the Service and does not extend to compensation, refunds, or liability for consequential losses unless otherwise required by applicable law.

11.5 Service Modifications & Discontinuation

SyncroTask reserves the right to modify, update, add, or remove features of the Service at any time. For material feature changes or discontinuations that may significantly affect your use of the Service, SyncroTask will provide at least 30 days' advance notice where reasonably practicable, via email or in-app notification. Minor updates, bug fixes, security patches, and non-material changes may be deployed without prior notice. If you are dissatisfied with any modification to the Service, your sole and exclusive remedy is to cancel your subscription and cease using the Service in accordance with Section 14.2 of this Agreement.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNCROTASK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SYNCROTASK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total aggregate liability to you for any and all claims arising out of or relating to this Agreement or the Service shall not exceed the total amount you paid to SyncroTask in the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise) and shall survive any termination of this Agreement. Some jurisdictions do not allow certain limitations of liability, so the above limitations may not apply to you to the extent prohibited by applicable law.

13. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless SyncroTask, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your or your Authorized Users' use of the Service in violation of this Agreement or applicable law.
• Your User Content or Feedback.
• Your violation of any third party's rights, including intellectual property rights or privacy rights.
• Any dispute between you and any Authorized User or third party.

14. User Roles, Termination & Account Deletion

14.1 Role-Based Access

The Service operates a multi-role permission model. The following roles exist within a Workspace:

• Administrator ("Admin") — the Business User who owns the Workspace and holds full administrative rights, including the exclusive authority to manage billing, invite or remove users, and initiate account deletion.
• Manager — an Authorized User with elevated permissions to manage projects, tasks, clients, and team members within the Workspace, as configured by the Admin.
• Regular User — an Authorized User with standard access to the features assigned by the Admin or Manager.

Each role carries distinct permissions within the Service. The Admin is solely responsible for the configuration and management of all roles within the Workspace, and for ensuring that Authorized Users only access features appropriate to their role. SyncroTask shall not be liable for any unauthorized access or misuse arising from incorrect role configuration by the Admin.

14.2 Subscription Cancellation

The Admin may cancel the Workspace subscription at any time from the billing section of the Service. Cancellation stops future renewals; the Admin and all Authorized Users (including Managers and Regular Users) retain full access to the Service until the end of the current billing period. No refund is issued for the remaining unused portion of the billing period. Cancellation of a subscription does not delete the Workspace, User Content, or any associated accounts.

14.3 Account Deletion — Admin Exclusive Right

Only the Admin may initiate the permanent deletion of the Workspace and all associated data. Managers and Regular Users do not have the authority to initiate account deletion. By initiating account deletion, the Admin acknowledges and agrees that this action will result in the permanent and irreversible deletion of all data associated with the Workspace, including:

• All Authorized User accounts (Managers and Regular Users) linked to the Workspace.
• All client records, projects, tasks, and associated data.
• All time logs, leave records, and reports.
• All active Paddle subscriptions associated with the Workspace.

The Admin accepts full responsibility for communicating the impending deletion to all Authorized Users and for ensuring that any necessary data exports are completed before the deletion is confirmed. SyncroTask shall not be liable for any loss of data, business disruption, or third-party claims arising from a deletion initiated by the Admin.

14.4 Pre-Deletion Requirements

Before the Admin may initiate account deletion, the following conditions must be satisfied within the Service:

1. All active Authorized Users (Managers and Regular Users) must be individually removed or archived from the Workspace.
2. All pending invitations to join the Workspace must be cancelled.

The Service will prevent the Admin from initiating account deletion until both conditions above are met. The Admin is solely responsible for completing these steps. SyncroTask does not archive, transfer, or otherwise preserve data belonging to removed or archived Authorized Users unless separately agreed in writing.

14.5 Soft Deletion & 30-Day Grace Period

Account deletion is not immediate. Upon the Admin's confirmed request to delete the Workspace, a 30-calendar-day grace period ("Grace Period") begins. During the Grace Period:

• All Workspace data, User Content, and associated accounts are placed in a pending deletion state ("Soft Deletion"). No data is permanently erased during this period.
• A prominent deletion-pending banner will be displayed to the Admin (and, where applicable, to remaining users) within the Service at all times during the Grace Period, clearly indicating the scheduled deletion date.
• The Admin retains read-only access to the Workspace and its data for the purpose of data export only.
• The Admin may not invite new users to the Workspace during the Grace Period.
• No new subscription charges will be initiated after the deletion request is confirmed. If the Grace Period spans a billing renewal date, SyncroTask will not charge the Admin for the renewal, subject to confirmation from Paddle.

The Grace Period is provided solely as a safeguard to allow the Admin to export data or cancel the deletion request. It does not constitute an extension of the subscription or entitle the Admin to any refund of fees already paid.

14.6 Cancellation of Account Deletion During Grace Period

At any time during the 30-day Grace Period, the Admin may cancel the account deletion request by taking the appropriate action within the Service ("Cancellation of Deletion"). Upon Cancellation of Deletion:

• The Soft Deletion state is reversed and the Workspace is restored to its prior active state.
• All data, User Content, and associated accounts are reinstated as they were at the time the deletion request was submitted.
• The deletion-pending banner is removed.
• The Admin may resume normal use of the Service, including inviting new users, subject to the terms of the applicable Subscription Plan.

SyncroTask makes no guarantee that data or configurations altered by any automated processes during the Grace Period can be fully restored. The Admin is advised to refrain from making any changes to the Workspace during the Grace Period if they intend to cancel the deletion.

14.7 Permanent Deletion After Grace Period

If the Admin does not cancel the deletion request before the expiry of the 30-day Grace Period, the following sequence will be executed automatically and irreversibly:

1. A cancellation request is sent to Paddle for all active subscriptions associated with the Workspace. Permanent data deletion will only proceed once Paddle confirms successful cancellation of all subscriptions. If the Paddle cancellation request fails, the account deletion process is paused and no data is permanently deleted until the issue is resolved.
2. Upon Paddle confirmation, all Workspace data is permanently and irreversibly erased, including all time logs, leave records, reports, projects, tasks, client records, and the accounts of every Authorized User under the Workspace.
3. Access to the Service ceases immediately and permanently for the Admin and all Authorized Users within the Workspace.

Once permanent deletion has occurred, SyncroTask is unable to recover any data, accounts, or configurations. No refund is issued for any unused portion of the current or future billing periods. SyncroTask shall bear no liability whatsoever for any loss of data or business disruption resulting from the completion of an account deletion process initiated by the Admin.

14.8 Termination by SyncroTask

We may suspend or terminate your account and access to the Service immediately, without prior notice or liability, if:

• You breach any provision of this Agreement and fail to remedy such breach within 7 days of receiving written notice.
• You fail to pay subscription fees when due.
• We are required to do so by law or regulation.
• We discontinue the Service (in which case, we will provide at least 30 days' advance notice where reasonably practicable).

Termination by SyncroTask for breach does not trigger the 30-day Grace Period described in Section 14.5. Upon such termination, the Admin's and all Authorized Users' access ceases immediately and data may be permanently deleted in accordance with our Privacy Policy. No refund shall be due upon termination for breach.

14.9 Data Export After Termination by SyncroTask

Where SyncroTask terminates this Agreement other than for breach (e.g. discontinuation of the Service), SyncroTask will use commercially reasonable efforts to provide the Admin with access to export User Content for a period of thirty (30) calendar days following notice of termination. After this period, SyncroTask shall have no obligation to maintain or provide access to any data, and may permanently delete it in accordance with our data retention policies.

15. Governing Law & Dispute Resolution

15.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions.

15.2 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute informally. Either party may initiate informal dispute resolution by sending a written notice to the other party describing the dispute and the relief sought. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice.

15.3 Jurisdiction

If the parties are unable to resolve a dispute informally, each party irrevocably submits to the exclusive jurisdiction of the courts of Romania to settle any dispute or claim arising out of or in connection with this Agreement. You waive any objection to the exercise of jurisdiction over you by such courts.

15.4 No Class Actions

Any dispute resolution proceedings shall be conducted on an individual basis only. Neither party may bring or participate in any class action, collective action, or representative proceeding in connection with any dispute arising out of this Agreement.

16. Marketing

Unless you expressly object prior to entering into this Agreement, you grant SyncroTask a non-exclusive, non-transferable, royalty-free license to identify you as a customer of the Service and to use your business name and logo in SyncroTask's marketing materials, website, presentations, and case studies, in accordance with any brand guidelines you provide in writing.

Any case study or detailed marketing content referencing your business will only be published with your prior written approval. You may withdraw this consent at any time by providing written notice to contact@syncrotask.com.

17. API Use

SyncroTask may make APIs available to integrate the Service with third-party applications. Any use of SyncroTask APIs is subject to this Agreement and any additional API usage policies published by SyncroTask from time to time.

You must not use the API in any manner that:

• Exceeds rate limits or other technical restrictions notified by SyncroTask.
• Introduces security vulnerabilities to the Service or to third parties.
• Violates the privacy or rights of any user or third party.

SyncroTask reserves the right to suspend or revoke API access without notice if misuse is detected.

18. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SYNCROTASK AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, DATA, OR RESULTS OBTAINED THROUGH THE SERVICE.
• ANY WARRANTY THAT THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS OR EXPECTATIONS.

No oral or written information or advice given by SyncroTask or its representatives shall create any warranty not expressly stated in this Agreement. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you to the extent prohibited by applicable law. In such jurisdictions, SyncroTask's warranties are limited to the minimum scope and shortest duration permitted by applicable law.

You assume sole responsibility for results obtained from your use of the Service and for conclusions drawn from such use. SyncroTask shall have no liability for any damage caused by errors or omissions in any information, data, or User Content provided to SyncroTask in connection with the Service.

19. Taxes & VAT

19.1 General

As Paddle acts as the merchant of record for all SyncroTask transactions, Paddle is responsible for the calculation, collection, and remittance of all applicable taxes, including VAT, GST, sales tax, and similar levies, in accordance with applicable law and Paddle's own tax obligations. The subscription fees displayed at checkout may be exclusive of applicable taxes, which will be added by Paddle at the point of purchase based on your billing location.

19.2 B2B VAT — Reverse Charge

If you are a business registered for VAT within the European Union or United Kingdom, you may be required to account for VAT under the reverse-charge mechanism in your jurisdiction. In such cases, Paddle may not charge VAT on your invoice, and you are solely responsible for self-assessing and remitting the applicable VAT to your local tax authority. You should provide your valid VAT registration number during checkout to enable Paddle to apply the correct tax treatment.

19.3 VAT Invoices

VAT invoices or receipts for your subscription payments are issued by Paddle as the merchant of record. SyncroTask does not issue VAT invoices directly. If you require a VAT invoice for accounting or compliance purposes, you must obtain it from Paddle via your Paddle billing portal or by contacting Paddle support. SyncroTask has no authority to issue, amend, or reissue VAT invoices on Paddle's behalf.

19.4 Tax Exemptions

If you are exempt from any applicable taxes, you must provide Paddle with valid tax exemption certificates or other documentation required by the relevant taxing authority. SyncroTask cannot process or validate tax exemption claims; all such requests must be submitted directly to Paddle.

19.5 User Responsibility

You are solely responsible for determining whether any taxes, duties, levies, or other charges apply to your use of the Service under the laws of your jurisdiction, beyond those collected by Paddle at checkout. SyncroTask accepts no liability for any tax liability, penalty, or interest arising from your failure to comply with applicable tax obligations.

20. Data Protection, GDPR & International Privacy Standards

20.1 Overview

SyncroTask is committed to protecting personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation ("EU GDPR", Regulation (EU) 2016/679), the UK General Data Protection Regulation ("UK GDPR"), and any other applicable national or regional data protection legislation (collectively, "Data Protection Laws"). Our Privacy Policy, available at syncrotask.com/privacy-policy, describes in detail how we collect, use, store, and share personal data, and forms an integral part of this Agreement.

20.2 Roles — Controller & Processor

For the purposes of applicable Data Protection Laws:

• SyncroTask acts as a data controller with respect to personal data it collects about Admins and Authorized Users for account management, billing (via Paddle), and Service operation purposes, as described in the Privacy Policy.
• SyncroTask acts as a data processor with respect to personal data contained within User Content that Business Users upload, enter, or generate within the Service (such as employee time records, leave data, and project data). In this capacity, SyncroTask processes such data solely on the documented instructions of the Business User (Admin).
• The Admin acts as the data controller with respect to personal data of Authorized Users and any third parties (such as clients) whose data is entered into the Service.

The Admin is solely responsible for ensuring they have a lawful basis for processing the personal data of their Authorized Users and any third parties within the Service, and for providing appropriate data protection notices to those individuals as required by applicable Data Protection Laws.

20.3 Legal Bases for Processing

For users in the European Economic Area (EEA) and United Kingdom, SyncroTask processes personal data on the following legal bases, as further detailed in the Privacy Policy:

• Contract performance — to deliver the Service you subscribed to.
• Legitimate interests — to improve the Service, ensure security, and prevent fraud.
• Legal obligation — to comply with applicable laws and regulations.
• Consent — where you have explicitly agreed (e.g. marketing communications).

20.4 Data Processing Agreement (DPA)

Where SyncroTask processes personal data on behalf of a Business User in its capacity as a data processor, the parties shall be subject to SyncroTask's Data Processing Agreement ("DPA"). The DPA sets out the subject matter, nature, purpose, and duration of the processing, the types of personal data processed, the categories of data subjects, and the respective obligations and rights of the parties. By accepting this Agreement and using the Service, the Admin is deemed to have accepted the DPA on behalf of the Business User. If you require a countersigned DPA for compliance purposes, please contact contact@syncrotask.com.

20.5 Standard Contractual Clauses (SCCs) & International Transfers

Your data may be processed in countries outside your own, including countries that may not have the same data protection standards. Where required by applicable Data Protection Laws, SyncroTask relies on appropriate safeguards for such transfers, including Standard Contractual Clauses (SCCs) as adopted by the European Commission for EEA transfers, and the International Data Transfer Agreement or Addendum for UK transfers, as further described in the Privacy Policy and DPA.

20.6 UK GDPR

For Business Users located in the United Kingdom, references to the EU GDPR in this Agreement and the DPA shall be read as references to the UK GDPR as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. SyncroTask's obligations and your rights with respect to personal data processed under the UK GDPR are equivalent to those described herein with respect to the EU GDPR, unless otherwise specified in the Privacy Policy.

20.7 Data Subject Rights

Individuals whose personal data is processed by SyncroTask may exercise their rights under applicable Data Protection Laws — including rights of access, rectification, erasure, restriction, portability, objection, and withdrawal of consent — by contacting SyncroTask at contact@syncrotask.com. SyncroTask will respond to verified requests within the timeframes required by applicable law (generally 30 days under GDPR). A full description of your rights is set out in Section 6 of the Privacy Policy.

Where SyncroTask acts as a data processor, requests from data subjects relating to personal data within the Workspace (such as employee records) should be directed to the Admin as data controller. SyncroTask will assist the Admin in fulfilling such requests as required under applicable Data Protection Laws and the DPA.

20.8 Data Breach Notification

In the event of a personal data breach, SyncroTask will act in accordance with its obligations under applicable Data Protection Laws, including notifying the relevant supervisory authority and, where appropriate, affected individuals, within the timeframes prescribed by law. Where SyncroTask is acting as a data processor and becomes aware of a breach affecting User Content, SyncroTask will notify the relevant Admin without undue delay to enable the Admin to meet its own notification obligations.

20.9 Third-Party Services & Sub-Processors

SyncroTask uses third-party services to deliver the Service, including Paddle (payment processing), Resend (transactional email), Cloudflare (bot protection and backup storage), DeepL (holiday name translation), and nager.date (public holiday data). These providers are categorised as either data processors acting on SyncroTask's instruction, or independent data controllers operating under their own privacy policies, as fully described in Section 4 of the Privacy Policy. SyncroTask will notify Business Users of any material changes to its use of data processors that affect the processing of User Content.

20.10 Cookies & ePrivacy

SyncroTask uses cookies on its website and within the Service as described in the Cookie Policy, available at syncrotask.com/cookies, which forms an integral part of this Agreement and the Privacy Policy. SyncroTask currently uses only strictly necessary cookies, which are essential for the Service to function correctly and do not require prior consent under applicable ePrivacy law, including the EU ePrivacy Directive (2002/58/EC) and the UK Privacy and Electronic Communications Regulations (PECR). By using the Service, you acknowledge the use of these cookies. You may block cookies via your browser settings, but doing so will prevent you from logging in and using the Service.

21. Export Controls & Sanctions Compliance

21.1 Export Controls

The Service and any related software, technology, or technical data may be subject to the export control laws and regulations of the United States, the European Union, the United Kingdom, and other applicable jurisdictions, including but not limited to the U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR), and equivalent EU and UK export control regimes.

You agree not to access, use, export, re-export, transfer, or disclose the Service or any related software or technology, directly or indirectly, in violation of any applicable export control laws or regulations. You represent and warrant that you are not located in, incorporated under the laws of, or acting on behalf of a government of, any country or territory that is subject to a comprehensive embargo or export restriction by the United States, the European Union, or the United Kingdom.

21.2 Sanctions Compliance

You represent and warrant that neither you nor any of your Authorized Users, officers, directors, or beneficial owners are:

• Located in, incorporated in, or ordinarily resident in a country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the EU, the UK Office of Financial Sanctions Implementation (OFSI), or the United Nations Security Council, including but not limited to Cuba, Iran, North Korea, Russia (in respect of designated sectors), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
• Designated on any sanctions list, including the U.S. Specially Designated Nationals and Blocked Persons List (SDN List), the EU Consolidated Sanctions List, or the UK Consolidated Sanctions List.
• Owned or controlled by, or acting on behalf of, any person or entity that is subject to the above restrictions.

SyncroTask reserves the right to immediately suspend or terminate access to the Service, without notice or liability, if it determines or has reasonable grounds to believe that you or any Authorized User is in violation of applicable sanctions or export control laws. No refund shall be due in such circumstances.

21.3 Anti-Bribery & Anti-Corruption

Each party represents and warrants that it will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and equivalent legislation in any other applicable jurisdiction. Neither party shall offer, give, request, or accept any bribe, kickback, or other improper payment or advantage in connection with this Agreement or the Service.

22. Additional Acceptable Use & Age Restrictions

22.1 Age Restrictions & Children

The Service is intended solely for use by adults acting in a professional or business capacity. You must be at least 18 years of age, or the age of legal majority in your jurisdiction if higher, to use the Service. By registering for an account, you represent and warrant that you meet this requirement.

The Service is not directed at, and must not be used by or on behalf of, anyone under the age of 18. SyncroTask does not knowingly collect personal data from minors. If you believe that a minor has provided personal data to SyncroTask, please contact us at contact@syncrotask.com and we will delete it promptly, in accordance with Section 10 of the Privacy Policy.

22.2 Prohibited Industries & Use Cases

Notwithstanding any other provision of this Agreement, you may not use the Service in connection with any of the following industries or use cases without SyncroTask's prior written consent:

• The manufacture, sale, or distribution of weapons, munitions, or military equipment.
• The operation of gambling or online gaming platforms where prohibited by applicable law.
• Activities that are illegal, fraudulent, or harmful in any applicable jurisdiction.
• The processing of sensitive categories of personal data as defined under applicable Data Protection Laws (e.g. health data, biometric data, political opinions) without implementing appropriate safeguards and, where required, obtaining explicit consent from the relevant data subjects.

22.3 Beta & Preview Features

SyncroTask may from time to time make available beta, preview, early access, or experimental features of the Service ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty of any kind, and are expressly excluded from any service level commitments or uptime guarantees. Beta Features may be discontinued, modified, or removed at any time without notice.

Your use of Beta Features is entirely at your own risk. SyncroTask shall have no liability for any loss of data, business disruption, or other damages arising from your use of Beta Features. SyncroTask may collect additional feedback and usage data in connection with Beta Features to improve the Service. Participation in Beta Features does not entitle you to any refund or credit.

22.4 Audit Rights

SyncroTask reserves the right, upon reasonable prior written notice of at least five (5) business days, to audit your use of the Service to verify compliance with the terms of your Subscription Plan, including the number of active seats, Workspaces, and any applicable usage limits. Audits will be conducted in a manner designed to minimize disruption to your business operations. If an audit reveals that you have exceeded the limits of your Subscription Plan, SyncroTask reserves the right to invoice you for any excess usage, and you agree to pay such invoice within 30 days of receipt.

23. Changes to This Agreement

SyncroTask may update this Agreement from time to time. We will notify you of material changes by email or through the Service at least 14 days before they take effect. Non-material changes (such as typographical corrections or clarifications) may be made without notice.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Agreement. If you do not agree to the changes, you must stop using the Service and cancel your subscription before the changes take effect.

24. General Provisions

24.1 Entire Agreement

This Agreement, together with the Privacy Policy, Cookie Policy, DPA, and any order forms or subscription confirmations, constitutes the entire agreement between you and SyncroTask with respect to the Service and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral.

24.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

24.3 Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by SyncroTask. The failure of SyncroTask to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

24.4 Assignment by You

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without SyncroTask's prior written consent. Any purported assignment without such consent shall be null and void and of no legal effect.

24.5 Change of Ownership — Sale, Merger or Transfer of SyncroTask

SyncroTask may at any time assign, transfer, or novate this Agreement, and any or all of its rights, obligations, and interests under this Agreement, to any third party ("Acquirer") in connection with:

• A merger, acquisition, or consolidation involving SyncroTask or its parent entity.
• A sale or transfer of all or substantially all of SyncroTask's assets or business, whether by asset purchase, share purchase, or any other transaction structure.
• A corporate restructuring, spin-off, or reorganisation of SyncroTask or its group companies.
• Any other change of control of SyncroTask, however effected.

SyncroTask shall not be required to obtain your prior consent to any such assignment or transfer. However, SyncroTask commits to the following protections for users in the event of a change of ownership:

Notice to users: SyncroTask will provide you with written notice of any completed change of ownership that results in an assignment of this Agreement to an Acquirer, via email to the address associated with your Admin account, within a reasonable period following the completion of the transaction. Where legally permissible, SyncroTask will endeavour to provide advance notice before the transaction completes. SyncroTask acknowledges that in some cases, applicable securities law, confidentiality obligations, or regulatory requirements may prevent advance public disclosure of a pending transaction.

Continuity of service: The Acquirer shall be bound by the terms of this Agreement as they exist at the time of the transfer, and shall continue to provide the Service to you on those terms until the earlier of: (i) the expiry of your then-current Subscription Term; or (ii) the date on which updated terms take effect in accordance with the change notification procedure in Section 23 of this Agreement. Your subscription fees, billing cycle, and access rights shall not be unilaterally altered by the Acquirer during your then-current Subscription Term without your consent, except as may be required by applicable law.

Your data: Any transfer of SyncroTask's business to an Acquirer constitutes a transfer of personal data to the Acquirer as a new data controller or processor, as applicable. Such transfer will be conducted in accordance with applicable Data Protection Laws, including the EU GDPR and UK GDPR. Where required, appropriate safeguards (such as Standard Contractual Clauses) will be implemented. The Acquirer will be required, as a condition of the transfer, to process your personal data and User Content only in accordance with a privacy policy that is no less protective than SyncroTask's Privacy Policy at the time of transfer. You will be notified of any material changes to how your data is processed by the Acquirer in accordance with applicable Data Protection Laws.

Your right to exit: If, following a change of ownership, the Acquirer materially changes the terms of this Agreement or the nature of the Service in a way that is materially detrimental to you, you shall have the right to terminate your subscription and delete your Workspace without penalty, and to receive a pro rata refund of any prepaid subscription fees covering the unused portion of your then-current Subscription Term, provided you exercise this right within 30 days of receiving notice of the material change. This right is in addition to, and does not limit, any rights you may have under applicable consumer or data protection law.

No SyncroTask liability post-transfer: Upon completion of a valid assignment of this Agreement to an Acquirer, SyncroTask (as the transferring entity) shall be released from all obligations and liabilities under this Agreement arising after the effective date of transfer. All claims, disputes, or liabilities arising after that date shall be solely between you and the Acquirer. SyncroTask's liability for acts or omissions occurring prior to the transfer date remains unaffected.

24.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond their reasonable control, including but not limited to natural disasters, acts of government or regulatory authority, war, terrorism, civil unrest, pandemics or public health emergencies, power failures, internet or telecommunications outages, strikes or labour disputes, or acts of third-party service providers. The affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to resume performance as soon as practicable.

24.7 Notices

All legal notices under this Agreement shall be in writing and sent to SyncroTask at contact@syncrotask.com, or to you at the email address associated with your Admin account. Notices shall be deemed received on the next business day after sending by email, provided no delivery failure notification is received. SyncroTask may also provide notices through in-app notifications for non-critical communications.

24.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and SyncroTask. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

24.9 Language

This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency between the two versions, to the extent permitted by applicable law.

25. Contact Us

SyncroTask is operated by:

• Legal entity: TEODORESCU GABRIEL ILIE PFA
• CUI: 43538616
• EUID: ROONRC.F8/16/2021
• Email: contact@syncrotask.com — for all general, legal, compliance, and privacy enquiries