Merchant Agreement
1. Parties and scope
The supplier and contracting party for this market is Sincliq Sp. z o.o., ul. Hoża 86, lok. 410, 00-682 Warszawa, Polska, NIP: 7011332979. These terms cover paid business use of Sincliq only where an order or separate agreement validly incorporates this version. A contact office is not a separate contracting party. The order identifies the customer and agreed commercial terms. Visiting the website, opening an account or publishing a new version alone neither accepts nor amends an existing contract. These terms contain separate limitations of liability for the selected market.
2. Orders and order of precedence
The order states the modules, locations, hardware, licenses, price, currency, taxes, start date and term. Formation requires acceptance by authorized parties and a retainable copy of the terms. Browsing the website is not acceptance. Individually agreed terms take precedence over the market addendum and this agreement. The agreed data processing addendum governs personal-data processing conflicts.
3. Access and customer responsibilities
The customer receives a non-exclusive right to use the ordered features for its business during the term. The customer manages staff permissions, account security, accurate information and the legality of its goods, services and content. Bypassing security, unauthorized account sharing and overloading the service are prohibited. Mandatory statutory rights remain unaffected.
4. Fees and billing
Fees follow the pricing accepted in the order, not a later website version. The order identifies billing frequency, due dates, hardware, implementation and optional-service charges. Taxes and transaction fees are stated separately. Price changes require a contractual basis, advance notice and defined customer rights; they are not retroactive. Disputed amounts are reviewed before further collection measures.
5. Sincliqpay and payments
Sincliqpay connects payments to sales. Payment services, verification, settlements, reserves, refunds and chargebacks are governed by a separate agreement with the relevant payment provider. This document does not grant Sincliq bank or payment-institution authority or permit deductions without an appropriate basis. Methods depend on the market and provider approval.
6. Hardware and integrations
The order distinguishes hardware sales, rentals and other arrangements and defines delivery, ownership, warranty and returns. The customer provides compatible equipment and connectivity. Delivery, hotel-booking and other integrations require appropriate accounts and permissions. Third-party terms do not replace Sincliq's obligations under its own agreement.
7. Data, confidentiality and rights
The customer retains rights to its data and materials. Sincliq receives only the rights necessary to perform the agreement, without ownership of customer data. Both parties protect confidential information. Guest and staff data require an appropriate addendum and defined roles. Software and licensor rights remain with their owners. Use of a customer's brand as a reference requires separate permission.
8. Support, updates and availability
Support scope, service hours, response times and any SLA are specified in the order. Without that agreement, no 24/7 support or fixed uptime percentage is promised. Planned maintenance and material feature changes should be communicated in advance. The parties cooperate on recovery; offline operation does not replace required payment authorization.
9. Term and termination
The initial term, renewal and notice periods must be expressly agreed before formation. These terms alone introduce no automatic renewal or early-termination charge. Material breaches ordinarily require a reasonable opportunity to cure unless law or security justifies immediate action. Suspension should be proportionate and explained to the customer.
10. Export and end of processing
Before service ends, the parties agree export format, scope, timing and any cost. The customer can retrieve data within that agreed scope. Return, deletion and continued retention follow the data processing agreement and legal obligations. Ending a subscription does not remove statutory record-retention duties.
11. Limitation of liability for the selected market
Subject to the exceptions below, Sincliq's aggregate damages liability to a business customer under this agreement, regardless of the legal basis of a claim, is limited to the net fees actually paid to Sincliq under this agreement during the 3 months immediately before the first event causing loss. This is one aggregate limit for all claims under the agreement; additional demands, users or legal theories do not renew it, and the first event giving rise to a claim fixes its amount. For a shorter contract, payments since commencement count. Taxes, the customer's sales proceeds and funds or charges passed through to payment providers or other third parties are not fees for this purpose. Recovery of lost profits, expected revenue, savings, business opportunities and reputational benefits, and indirect losses outside the normal consequences of the breach, is excluded. These restrictions apply only to professional B2B relationships, not consumers or individuals entitled to statutory consumer protection for the contract.
12. Exceptions to caps and exclusions
No cap or exclusion in this agreement covers intentional misconduct, fraud, gross negligence, culpable death or personal injury, mandatory product liability, fraudulent concealment of defects, liability within an expressly assumed guarantee or liability that applicable law prohibits restricting. These exceptions also cover persons for whom Sincliq is responsible. Non-waivable data-protection rights, including individuals' claims under Article 82 GDPR where applicable, and regulatory powers remain unaffected. The clauses do not limit returning funds belonging to others, refunds owed, agreed performance obligations or statutory rights to repair, price reduction or termination. For Germany, the essential-duty rules above prevail over every inconsistent exclusion.
13. Service scope and external dependencies
Sincliq is responsible for the agreed scope of its own services. It does not guarantee particular sales, profits, payment-provider decisions, independent third-party availability or uninterrupted operation beyond an expressly agreed SLA. Sales materials do not replace order obligations or guarantee financial outcomes. The customer manages its own sales, accurate data and tax settings, required consents, staff permissions, compatible devices and connectivity. Sincliq does not bear loss to the extent it is caused by the customer or an independent provider for whom Sincliq has no responsibility. This does not exclude responsibility for Sincliq's own integration errors, selection or supervision of subcontractors, or security and compliance duties it assumes or owes by law. Contributory fault is assessed under applicable law, not as an automatic forfeiture of the entire claim.
14. Data, backups and mitigation
The customer protects account access and regularly exports business records within the available, agreed features. It need not create backups that the service does not technically permit. Incidents should be reported without unreasonable delay and reasonable mitigation taken without compromising security. Data loss is not subject to a blanket exclusion: reasonable restoration costs are governed by the market-specific liability rules, caps and exceptions. Customer exports do not replace Sincliq's contractual, data-processing or statutory backup, recovery, confidentiality and security duties. The data processing agreement prevails on data-protection matters; these restrictions do not remove third parties' statutory claims.
15. Claims and application of the terms
A report to hello@sincliq.com should, where possible, identify the customer, event, timing, impact and requested resolution. Sincliq may investigate and offer remediation without admitting liability. A missing document does not automatically forfeit a claim. This document does not shorten statutory limitation periods or require completion of a complaint process before court proceedings. Restrictions apply only after this version has been validly incorporated into the agreement; publication does not amend existing contracts. An ineffective provision is governed by applicable law without automatically enlarging other exclusions. The liability rules continue to govern claims under the agreement after termination, preserving previously accrued rights.
16. Poland addendum
Once these terms are validly accepted, Polish law governs the Poland-market agreement. Mandatory rights of consumers and protected sole traders remain intact, including under Articles 385¹-385⁵ of the Polish Civil Code. The liability ceiling does not override Article 473 section 2 or mandatory product liability. The order defines PLN, taxes and the agreed scope of fiscalization, virtual cash registers, fiscal hardware or KSeF where ordered. Jurisdiction follows law or a valid separate agreement; publishing the supplier's address does not establish exclusive venue.