Legal
How Syncura measures usage, how that usage is priced, and how charges are invoiced, paid and disputed. Incorporated by reference into the Order Form and the SaaS Subscription Agreement.
Purpose
This Usage & Billing Policy (“Policy”) describes how Syncura measures usage of its services, how that usage is priced, and how charges are invoiced, paid, and disputed. It is intended to give customers transparency and predictability in how the commercial relationship is operated.
This Policy is incorporated by reference into the applicable Order Form and the SaaS Subscription Agreement. In the event of any conflict, the Order Form and the Agreement control.
This Policy applies to every Syncura Service identified in the applicable Order Form. The basis on which each Service is charged is set out in Section 2; all other mechanics in this Policy apply equally to each Service.
1. Design principles
This Policy is written to:
2. Usage measurement
2.1 Metering units
Usage of the Syncura Cognitive Document Processing (CDP) Service is measured on a per processed Page basis. A “Page” means a single page, or equivalent logical unit, of a document submitted for processing by the Service, as determined by Syncura's standard usage metering systems.
Fees for the Syncura Cognitive Process Automation (CPA) Service are based on the number of Agents specified in the applicable Order Form.
2.2 Services purchased
The applicable Order Form identifies each Service purchased by Customer and the basis on which it is charged. Where an Order Form includes more than one Service, each Service is charged separately on the basis set out in this Section 2.
2.3 System of record
The applicable Order Form is the record of the fees and provisioned volumes. Syncura's usage metering systems are the system of record for usage reporting and for billing purposes, absent manifest error.
2.4 Changes to provisioned volumes
The volumes and Agent counts stated in the Order Form are the scope for which Customer is provisioned. They are not billed in arrears and are not subject to retroactive true-up. Where Customer's actual usage differs materially from that scope, either party may request a revised Order Form for the remainder of the term. Fees already invoiced are not adjusted retroactively.
3. Usage reporting
Syncura makes usage information available through the Service or on reasonable request. Usage reports may include total Pages processed during the billing period for CDP, the number of Agents configured for CPA, usage volume over time, and usage by Service where the Order Form includes more than one Service.
Usage reports are provided to help Customer understand consumption patterns. They do not modify pricing or discounts unless expressly stated in an Order Form.
4. Pricing and discounts
4.1 Where pricing is set
Standard list pricing is specified in the applicable Order Form, on the basis applicable to each Service, and is expressed on an annual basis. Pricing is not stated in this Policy.
4.2 Discounts
Any discounts, including early partner or volume-based discounts, are defined exclusively in the Order Form and apply only for the duration and on the conditions stated there. Discounts do not stack unless expressly stated.
4.3 Good standing
Discount eligibility is contingent on Customer remaining in good standing, meaning that all undisputed amounts are paid when due and Customer is not in material breach of the Agreement.
5. Billing and payment
5.1 Billing frequency
Unless the applicable Order Form states otherwise, fees are invoiced annually in advance.
5.2 Invoicing
Invoices identify the applicable billing period, total usage, applied pricing, discounts (if any), and taxes.
5.3 Payment terms
Payment terms are specified in the applicable Order Form. Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date. Late payment may result in suspension of discounts or of access to the Service, in accordance with the Agreement.
6. Disputed charges
Customer may dispute charges in good faith by providing written notice within thirty (30) days of the invoice date, identifying the basis for the dispute. The parties will work cooperatively to resolve billing disputes. Customer remains responsible for the timely payment of all undisputed amounts.
7. Corrections and adjustments
If Syncura identifies a billing error, it will correct the error in a subsequent invoice or issue a credit, as appropriate. If Customer identifies a manifest error supported by reasonable evidence, Syncura will review and correct the error where appropriate.
8. Audit and inspection rights
This Policy does not itself grant Customer audit or inspection rights. Any audit, inspection, or information rights are those expressly set out in the Agreement, the applicable Order Form, or the Data Processing Agreement.
9. Changes to this Policy
Syncura may update this Policy from time to time to reflect changes in the Service, metering practices, billing operations, or applicable law. Updates are made in accordance with Section 2 of the Agreement: they take effect prospectively only, do not retroactively affect fees already invoiced or rights already accrued, and Syncura will give at least thirty (30) days' notice of any update that materially and adversely affects Customer.
10. Relationship to the Agreement and Order Form
This Policy is incorporated by reference into the applicable Order Form and the SaaS Subscription Agreement. It does not modify the Agreement except as expressly stated in the Order Form. Where this Policy and the Order Form conflict, the Order Form controls.
11. Questions
Questions regarding this Policy may be directed to Syncura at legal@syncura.ai or through the contact information provided in the Agreement.
