Partner Reseller Agreement
Version 2.0 · Effective date: 16 March 2026 · XIntelliSync Pty Ltd
Parties to this Agreement
Partner ("You")
The individual or entity that has applied for, and been accepted into, the XIntelliSync White-Label Partner Programme, as identified in the partner onboarding confirmation email.
This Partner Reseller Agreement ("Agreement") governs the terms under which XIntelliSync Pty Ltd ("XIntelliSync", "we", "us") grants You a limited, non-exclusive licence to resell access to the XIntelliSync platform to Your clients under Your own brand. By accepting this Agreement — whether by clicking a confirmation button, paying the Subscription Fee, or otherwise accessing the White-Label Add-On — You agree to be bound by its terms in their entirety. If You are entering this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind that entity.
1.Definitions
- ▸"Add-On" means the White-Label Partner Add-On feature available on the XIntelliSync platform for a monthly Subscription Fee.
- ▸"ACL" means the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth).
- ▸"AML/CTF Act" means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
- ▸"Client Sub-Account" means a client account created under Your partner instance, subject to the slot limits in Schedule 1.
- ▸"Confidential Information" has the meaning given in Clause 10.
- ▸"Corporations Act" means the Corporations Act 2001 (Cth).
- ▸"Data Breach" has the meaning given in the Privacy Act 1988 (Cth), s 26WB — being unauthorised access to, unauthorised disclosure of, or loss of personal information held by an entity.
- ▸"Eligible Data Breach" means a Data Breach that is likely to result in serious harm to any of the affected individuals (Privacy Act 1988 (Cth), s 26WE).
- ▸"Intellectual Property Rights" means all patents, copyright, trade marks, service marks, trade secrets, design rights, database rights, domain names, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
- ▸"NDB Scheme" means the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth).
- ▸"Personal Information" has the meaning given in the Privacy Act 1988 (Cth), s 6.
- ▸"Platform" means the XIntelliSync software-as-a-service platform, including all features, AI agents, integrations, APIs, and infrastructure operated by XIntelliSync.
- ▸"Subscription Fee" means the recurring monthly fee payable by You for the Add-On, as set out in Schedule 1.
- ▸"Territory" means Australia, unless otherwise agreed in writing by a duly authorised officer of XIntelliSync.
- ▸"White-Label Instance" means the branded subdomain environment ([your-slug].xintellisync.com) served to You and Your clients.
2.Appointment and Licence
2.1 Subject to Your compliance with this Agreement and payment of the Subscription Fee, XIntelliSync grants You a limited, non-exclusive, non-transferable, revocable licence to:
- ▸Resell access to the Platform to clients within the Territory under Your brand;
- ▸Use the White-Label Instance and associated tools to manage Client Sub-Accounts;
- ▸Display Your own brand name and logo within the White-Label Instance as configured through the Platform.
2.2 You may not sub-licence, transfer, or assign this Agreement or any rights under it without XIntelliSync's prior written consent, which may be withheld in XIntelliSync's absolute discretion. Any purported assignment without such consent is void.
2.3 XIntelliSync retains the right to modify, update, or discontinue any feature of the Platform at any time. For material changes, XIntelliSync will use reasonable endeavours to provide thirty (30) days' notice. XIntelliSync is not liable for any loss arising from Platform modifications made in good faith.
2.4 Nothing in this Agreement grants You any right to access the Platform's underlying source code, APIs (except as expressly provided), or infrastructure systems beyond what is made available through the White-Label Instance interface.
3.Partner Obligations
You agree to, and represent that You will at all times:
- ▸Resell the Platform only to legitimate business clients within the Territory who have agreed to end-user terms of service consistent with XIntelliSync's published End-User Terms;
- ▸Obtain and maintain all licences, permits, registrations, and approvals required by applicable law to operate as a reseller of the Platform in the Territory;
- ▸Comply with all applicable Australian laws, including (without limitation) the Privacy Act 1988 (Cth), the ACL, the Electronic Transactions Act 1999 (Cth), the AML/CTF Act, and the Spam Act 2003 (Cth);
- ▸Not make any representation about the Platform that is false, misleading, or deceptive within the meaning of the ACL, ss 18 and 29;
- ▸Promptly — and in any case within 24 hours of becoming aware — notify XIntelliSync of any complaints, regulatory inquiries, government investigations, threatened or actual legal proceedings, or Data Breach relating to the Platform or White-Label Instance;
- ▸Maintain commercially reasonable security controls for Your partner account credentials, including implementing multi-factor authentication where available;
- ▸Ensure Your clients understand and have affirmatively agreed to terms of service prior to their use of the White-Label Instance;
- ▸Not use the Platform to facilitate any unlawful activity, including money laundering, fraud, or financing of terrorism;
- ▸Cooperate fully and in good faith with any audit, investigation, or inquiry by XIntelliSync permitted under Clause 19 of this Agreement.
4.Prohibited Representations
You must NOT represent to clients, prospective clients, or the public that:
- ▸The Platform can lodge documents directly with the Australian Taxation Office (ATO) or any other government agency — it cannot. The Platform prepares documents for lodgement; the user or their duly registered tax agent or BAS agent must lodge externally;
- ▸The Platform can initiate, authorise, or process outbound bank payments, superannuation contributions, or financial transfers — it cannot. The Platform generates payment instruction files (e.g., ABA files) for authorisation and upload by the user through their own banking provider;
- ▸The Platform provides financial product advice, tax advice, legal advice, or investment advice within the meaning of the Corporations Act or the Tax Agent Services Act 2009 (Cth) — it does not. All Platform outputs are informational only and do not constitute advice;
- ▸You or the Platform hold, or operate under, any Australian Financial Services Licence (AFSL), Tax Agent registration, BAS Agent registration, or Credit Licence unless You independently hold such registration and have disclosed it accurately;
- ▸The Platform is compliant with any specific regulatory framework, standard, or certification (e.g., ISO 27001, SOC 2, NDIS, SMSF compliance) unless XIntelliSync has expressly confirmed that certification in writing.
Breach of any provision of this Clause 4 constitutes a material breach of this Agreement and entitles XIntelliSync to immediately terminate under Clause 13.2 and seek injunctive relief without the need to establish financial loss.
5.Fees and Payment
5.1 You agree to pay the Subscription Fee set out in Schedule 1 on a monthly recurring basis, in advance, via the payment method registered on Your account. Time is not of the essence with respect to payment obligations unless XIntelliSync has given written notice making time of the essence.
5.2 Additional surcharges apply for Growth and Enterprise Client Sub-Account tiers as specified in Schedule 1. All surcharges are calculated server-side by XIntelliSync on an authoritative basis and are not subject to client-side adjustment or dispute on the basis of a different client-side calculation.
5.3 All fees are quoted and payable in Australian Dollars (AUD) exclusive of GST. Where GST applies within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth), XIntelliSync will issue a compliant tax invoice and You must pay the GST component in addition to the fee.
5.4 XIntelliSync may update its fees on thirty (30) days' written notice. Continued use of the Add-On after the expiry of that notice period constitutes Your irrevocable acceptance of the updated fees.
5.5 You are solely responsible for setting and collecting Your own resale prices from clients. XIntelliSync has no visibility into, and accepts no responsibility for, Your client-facing pricing, billing disputes, or refund obligations to Your clients.
5.6 All fees paid are non-refundable except where required by the ACL or other non-excludable law. There are no pro-rata refunds for partial subscription months.
6.Intellectual Property
6.1 XIntelliSync retains all Intellectual Property Rights in and to the Platform, including all underlying software, AI models, model architectures, inference infrastructure, algorithms, prompt frameworks, databases, APIs, and system designs. Nothing in this Agreement transfers, assigns, or licences any IP to You except the limited resale licence in Clause 2.
6.2 You retain all Intellectual Property Rights in Your brand name, logo, and marketing materials submitted to XIntelliSync for configuration of the White-Label Instance.
6.3 You grant XIntelliSync a limited, worldwide, royalty-free, sub-licensable (to the extent required to operate the Platform infrastructure) licence to host, store, transmit, and display Your brand materials solely to configure and operate the White-Label Instance during the term of this Agreement. This licence terminates automatically on termination or expiry of this Agreement.
6.4 To the extent XIntelliSync performs any custom development, configuration, integration, or other work at Your request ("Custom Work"), all Intellectual Property Rights in that Custom Work vest in and are assigned to XIntelliSync upon creation, unless otherwise agreed in a separate signed written agreement. You are granted a non-exclusive, non-transferable licence to use Custom Work solely within the White-Label Instance during the term.
6.5 The "Powered by XIntelliSync" attribution is displayed within the White-Label Instance by default and may not be removed in this version of the Add-On. You must not attempt to obscure, remove, or circumvent this attribution by technical or other means.
6.6 You must not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying architecture of the Platform. This prohibition applies whether or not such conduct would otherwise be permitted by law.
7.Data, Privacy, and the NDB Scheme
7.1 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in relation to any Personal Information handled under or in connection with this Agreement.
7.2 As between the parties, You are the data controller (within the meaning ordinarily given to that term) responsible for: (a) obtaining and maintaining all necessary consents and authorisations from Your clients for collection, use, and disclosure of their Personal Information on the Platform; (b) providing clients with a compliant privacy policy; and (c) handling any access, correction, or complaint requests from clients in accordance with the APPs.
7.3 XIntelliSync processes client Personal Information as Your data processor, on Your instructions, and in accordance with XIntelliSync's Privacy Policy (as updated from time to time and accessible at xintellisync.com/legal/privacy), which is incorporated into this Agreement by reference.
7.4 You must not instruct XIntelliSync to process Personal Information in a manner that would contravene applicable law, including the APPs or the AML/CTF Act.
7.5 — NDB Scheme Obligations If You become aware of, or have reasonable grounds to suspect, an Eligible Data Breach involving Personal Information held on or through the Platform or White-Label Instance, You must:
- ▸Notify XIntelliSync immediately (and in any event within 24 hours of becoming aware) by email to [email protected] with subject line "ELIGIBLE DATA BREACH — URGENT";
- ▸Cooperate fully with XIntelliSync in containing, assessing, and responding to the breach;
- ▸Not make any public statement, notify any regulator (including the Office of the Australian Information Commissioner (OAIC)), or notify affected individuals in relation to the breach without XIntelliSync's prior written consent, except where You are independently required by law to do so;
- ▸Where notification is required under s 26WK of the Privacy Act 1988 (Cth), coordinate with XIntelliSync on the timing and content of notifications to the OAIC and affected individuals, which must occur within 30 days of forming a reasonable belief that an Eligible Data Breach has occurred (Privacy Act 1988 (Cth), s 26WH).
7.6 XIntelliSync implements commercially reasonable technical and organisational security measures for data held on the Platform. However, XIntelliSync does not guarantee that the Platform is immune from all security threats and is not liable for breaches arising from Your negligence, including failure to protect credentials or failure to implement client-side security controls.
8.Support and Service Levels
Support responsibilities are allocated as set out in Schedule 2:
- ▸You are solely responsible for all Level 1 client support (account questions, usage guidance, billing, onboarding, feature navigation). XIntelliSync will not communicate directly with Your clients regarding their use of the White-Label Instance;
- ▸XIntelliSync handles Level 2 confirmed platform bug escalations only, raised via [email protected] with sufficient detail to reproduce the issue;
- ▸Critical security incidents are acknowledged by XIntelliSync within 4 business hours of notification.
8.2 XIntelliSync does not guarantee any specific uptime SLA under this Agreement but targets 99.5% monthly availability, measured against Platform infrastructure excluding third-party services and scheduled maintenance windows. Scheduled maintenance is notified with reasonable advance notice.
8.3 XIntelliSync is not liable for any downtime, data loss, or degraded performance caused by: (a) factors outside XIntelliSync's reasonable control (including internet infrastructure, third-party APIs, or cloud provider outages); (b) Your acts or omissions; or (c) scheduled maintenance.
9.Warranties and Disclaimers
9.1 XIntelliSync warrants that the Platform will perform materially in accordance with its published documentation during the subscription term.
9.2 You warrant to XIntelliSync that: (a) You have the legal capacity and authority to enter this Agreement; (b) entering this Agreement does not breach any other agreement binding on You; (c) You will comply with all applicable laws in carrying out Your obligations under this Agreement; and (d) all information You provide to XIntelliSync in the course of onboarding and operating as a partner is accurate, complete, and not misleading.
9.3 To the maximum extent permitted by law, XIntelliSync excludes all other warranties, representations, and conditions, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
9.4 To the extent the ACL applies and a guarantee cannot be excluded under s 64 of the ACL, XIntelliSync's liability for failure to comply with that guarantee is limited, to the extent permitted under s 64A of the ACL, to: (a) the resupply of the services; or (b) the payment of the cost of resupplying the services — at XIntelliSync's election.
9.5 Nothing in this Agreement limits any guarantee or right that cannot lawfully be excluded or limited under the ACL or any other applicable law.
10.Confidentiality
10.1 Each party ("Receiving Party") agrees to: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence; (b) not use it for any purpose other than performing its obligations or exercising its rights under this Agreement; and (c) not disclose it to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or professional advisers who have a need to know and are bound by obligations of confidentiality at least as protective as this Clause 10.
10.2 "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential, or that a reasonable person in the position of the Receiving Party would understand to be confidential given its nature and the circumstances of disclosure. Without limiting the foregoing, Confidential Information of XIntelliSync includes:
- ▸The Platform's underlying AI models, large language model inference infrastructure, provider stack, cost structure, prompt architecture, system prompts, agent logic, and technical architecture (collectively, the "AI Infrastructure"). You acknowledge that the AI Infrastructure constitutes a trade secret of XIntelliSync protected under the common law of equity and, to the extent applicable, the Corporations Act 2001 (Cth). You must not disclose, reverse-engineer, attempt to reproduce, benchmark for competitive purposes, or permit any third party to access any aspect of the AI Infrastructure;
- ▸Non-public pricing structures, product roadmap, and commercial terms of any kind;
- ▸Source code, database schemas, API specifications, and security architecture;
- ▸The identity of other partners, clients, or prospective customers of XIntelliSync.
10.3 These obligations survive termination of this Agreement for a period of five (5) years from the date of termination or expiry.
10.4 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt prior written notice (where lawfully permitted) and cooperates with any application to resist or limit disclosure.
10.5 The parties acknowledge that breach of this Clause 10 would cause irreparable harm for which damages would be an inadequate remedy. Each party agrees that the other is entitled to seek injunctive or other equitable relief from a court of competent jurisdiction in addition to any other remedy available at law or in equity, without the need to prove actual damage or to give an undertaking as to damages.
11.Indemnification
11.1 You agree to defend, indemnify, and hold harmless XIntelliSync, its officers, directors, employees, agents, and contractors from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees on a solicitor-client basis) arising out of or in connection with:
- ▸Your breach of any representation, warranty, or obligation under this Agreement;
- ▸Any misrepresentation You make to clients or third parties about the Platform, including any breach of Clause 4 (Prohibited Representations);
- ▸Your negligence, wilful misconduct, or fraud in the performance of this Agreement;
- ▸Any claim by a client arising from Your acts or omissions as their reseller, including billing disputes, failure to provide Level 1 support, or failure to maintain adequate terms of service;
- ▸Your violation of any applicable law, regulation, or third-party rights in connection with Your activities as a partner;
- ▸Any Data Breach or Eligible Data Breach arising from Your failure to maintain adequate security controls for Your partner account or client data under Your control.
11.2 XIntelliSync will: (a) promptly notify You in writing of any claim for which indemnification is sought; (b) give You sole control of the defence and settlement of such claim (provided You may not settle any claim that imposes any obligation or liability on XIntelliSync without XIntelliSync's prior written consent); and (c) provide reasonable cooperation and assistance at Your cost.
12.Limitation of Liability
12.1 To the maximum extent permitted by applicable law, XIntelliSync's total aggregate liability to You under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, equity, or otherwise — is limited to the total Subscription Fees actually paid by You in the three (3) calendar months immediately preceding the event or first occurrence in a series of related events giving rise to the claim.
12.2 To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, incidental, special, exemplary, or punitive damages, or for loss of revenue, loss of profits, loss of anticipated savings, loss of data, loss of goodwill, or business interruption, howsoever caused, even if advised of the possibility of such damages.
12.3 The limitation in Clause 12.1 does not apply to: (a) claims under Clause 11 (Indemnification); (b) liability for fraud or fraudulent misrepresentation; (c) death or personal injury caused by negligence; or (d) any liability that cannot lawfully be limited or excluded under the ACL or other applicable law.
12.4 To the extent the ACL applies, liability for failure to comply with a consumer guarantee that cannot be excluded is limited in accordance with Clause 9.4.
13.Suspension and Termination for Non-Payment
13.1 If Your Subscription Fee payment fails or becomes past due, XIntelliSync will notify You by email ("Day 0 Notice"). This notice constitutes formal written notice of default.
13.2 If payment is not resolved within fourteen (14) days of the Day 0 Notice:
- ▸All Client Sub-Accounts under Your partner instance will be suspended (access restricted), without further notice;
- ▸A Day 7 reminder email and Day 13 final notice email will be sent prior to suspension, as documented in Schedule 2.
13.3 If payment remains unresolved for sixty (60) days from the Day 0 Notice, XIntelliSync may permanently delete Your White-Label Instance configuration and all associated Client Sub-Account data upon thirty (30) days' additional written notice. XIntelliSync is not liable for any loss arising from data deletion following this process, to the maximum extent permitted by law.
13.4 Reinstatement of a suspended partner instance may be subject to payment of all outstanding fees plus a reinstatement fee as notified by XIntelliSync at the time of reinstatement request.
14.Termination
14.1 Either party may terminate this Agreement for any reason on thirty (30) days' written notice to the other party.
14.2 XIntelliSync may terminate this Agreement immediately upon written notice, without liability, if You:
- ▸Materially breach this Agreement and fail to remedy the breach (where capable of remedy) within fourteen (14) days of written notice specifying the breach;
- ▸Breach Clause 4 (Prohibited Representations), Clause 6 (Intellectual Property), or Clause 10 (Confidentiality) — all of which are deemed incapable of remedy for the purposes of this Clause;
- ▸Are unable to pay Your debts as and when they fall due within the meaning of s 95A of the Corporations Act 2001 (Cth), or become subject to voluntary administration, liquidation, receivership, or any analogous insolvency process;
- ▸Are convicted of a criminal offence involving dishonesty, fraud, or breach of trust;
- ▸Engage in conduct that, in XIntelliSync's reasonable opinion, brings or is likely to bring XIntelliSync into disrepute, including conduct in connection with Your resale activities;
- ▸Provide false or materially misleading information to XIntelliSync in the course of onboarding or during the term of this Agreement.
14.3 On termination or expiry of this Agreement for any reason: (a) Your licence and all rights granted under this Agreement cease immediately; (b) You must immediately cease holding yourself out as an XIntelliSync partner; (c) Client Sub-Account data will be handled in accordance with Clause 13.3; and (d) each party must return or destroy the other's Confidential Information on request, subject to any legal obligation to retain records.
14.4 Termination of this Agreement does not affect any accrued rights, liabilities, or remedies of either party, nor any provision that expressly or by necessary implication is intended to survive termination (including Clauses 6, 10, 11, 12, 17, and 18).
15.Dispute Resolution
15.1 The parties agree to attempt to resolve any dispute arising out of or in connection with this Agreement by good-faith senior-level negotiation for a period of twenty-one (21) calendar days after one party gives the other written notice of the dispute ("Negotiation Period").
15.2 If the dispute is not resolved by negotiation within the Negotiation Period, the parties agree to submit to non-binding mediation in New South Wales in accordance with the Mediation Rules of the Resolution Institute (Australia) before commencing litigation or arbitration. The costs of mediation are shared equally unless the mediator directs otherwise.
15.3 This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales (and the courts of appeal therefrom) to resolve any dispute not resolved by the processes in Clauses 15.1 and 15.2.
15.4 Nothing in Clauses 15.1 or 15.2 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where immediate relief is necessary to prevent irreparable harm.
16.General
- ▸Entire Agreement: This Agreement (including all Schedules) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, and agreements, whether written or oral. Each party acknowledges it has not relied on any representation or warranty other than those expressly set out in this Agreement.
- ▸Amendments: XIntelliSync may amend this Agreement by posting an updated version to the Platform with thirty (30) days' notice to You. Continued use of the Add-On after the notice period constitutes Your irrevocable acceptance. Material amendments will be notified by email to the address on Your account.
- ▸Waiver: A party's failure or delay to exercise or enforce any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.
- ▸Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, it shall be read down or severed to the minimum extent necessary, and the remaining provisions continue in full force and effect.
- ▸No Agency: Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. You are an independent contractor. You have no authority to bind XIntelliSync contractually or otherwise.
- ▸Force Majeure: Neither party is liable for delay or failure to perform caused by events beyond that party's reasonable control, including acts of God, natural disasters, epidemics, pandemics, government action, war, civil unrest, cyberattacks against public infrastructure, or telecommunications failures — provided the affected party: (a) promptly notifies the other; (b) takes reasonable steps to mitigate the effect; and (c) resumes performance as soon as practicable. This clause does not excuse Your obligation to pay the Subscription Fee.
- ▸Electronic Execution: This Agreement may be accepted electronically in accordance with the Electronic Transactions Act 1999 (Cth). An electronic acceptance has the same legal effect as a signed written agreement.
- ▸Counterparts: This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one binding instrument.
- ▸Third Parties: This Agreement does not create any rights in any third party (including clients) to enforce any term of this Agreement.
17.Non-Solicitation
17.1 During the term of this Agreement and for a period of twelve (12) months after its termination or expiry for any reason, You must not, directly or indirectly:
- ▸Solicit, induce, or attempt to recruit any employee, contractor, or consultant of XIntelliSync with whom You had contact in connection with this Agreement, whether or not such person would be in breach of their own employment or engagement terms by accepting;
- ▸Solicit, approach, or canvas any client of XIntelliSync (other than Your own clients introduced through the White-Label Partner Programme) with the purpose of diverting that client's business away from XIntelliSync or to a competing platform.
17.2 You acknowledge that the restrictions in Clause 17.1 are reasonable in their scope, duration, and geographic application, and are reasonably necessary to protect XIntelliSync's legitimate business interests. If any restriction is found by a court to be unenforceable, the court is invited to read it down to the minimum extent necessary to make it enforceable.
Breach of this Clause 17 entitles XIntelliSync to immediately seek injunctive relief and an account of profits in addition to damages.
18.Insurance
18.1 During the term of this Agreement, You must, at Your own expense, obtain and maintain the following minimum insurance coverages with a reputable insurer licensed in Australia:
- ▸Public liability insurance: minimum AUD $5,000,000 per occurrence;
- ▸Professional indemnity insurance: minimum AUD $1,000,000 per claim and in the aggregate, covering claims arising from errors, omissions, or negligent acts in the provision of services to clients using the White-Label Instance.
18.2 You must provide XIntelliSync with certificates of currency for the above policies upon request, within five (5) business days of request. Failure to maintain required insurance is a material breach of this Agreement.
18.3 The insurance requirements in this Clause 18 do not limit Your liability under Clause 11 (Indemnification) or under this Agreement generally.
19.Audit Rights
19.1 XIntelliSync may, on not less than five (5) business days' prior written notice (or without notice in the case of a suspected material breach, security incident, or regulatory requirement), audit Your compliance with this Agreement, including Your use of the White-Label Instance and adherence to applicable laws.
19.2 You must: (a) cooperate reasonably with any such audit; (b) provide access to relevant records, systems, and personnel; and (c) promptly remediate any identified non-compliance.
19.3 XIntelliSync will conduct any audit in a manner designed to minimise disruption to Your business operations and will treat all information obtained as Confidential Information.
20.Notices
All notices under this Agreement must be in writing and sent by email. Notices to XIntelliSync must be sent to [email protected] and are deemed received on the next business day after transmission (provided no delivery failure notification is received). Notices to You will be sent to the email address associated with Your partner account and are deemed received on transmission. It is Your responsibility to maintain an accurate and monitored email address on Your account.
Schedule 1 — Fee Structure
| Item | Monthly Fee (AUD, excl. GST) | Notes |
|---|---|---|
| Base White-Label Add-On | $897/mo | 10 Starter Client Sub-Accounts included |
| Starter Sub-Account (within 10) | $0 surcharge | Included in base fee |
| Growth Sub-Account surcharge | +$50/account/mo | Applied per active Growth-tier sub-account |
| Enterprise Sub-Account surcharge | +$100/account/mo | Applied per active Enterprise-tier sub-account |
| Extra Starter (beyond 10) | +$50/account/mo | Each additional Starter beyond included 10 |
| Extra Growth (beyond 10) | +$75/account/mo | Each additional Growth beyond included 10 |
| Extra Enterprise (beyond 10) | +$100/account/mo | Each additional Enterprise beyond included 10 |
All surcharges are calculated server-side by XIntelliSync on an authoritative basis and reflected on Your invoice. All prices are in AUD excluding GST. Pricing subject to 30 days' written notice of change per Clause 5.4.
Schedule 2 — Support Tiers
Level 1 — Partner (You)
Scope: All client-facing support: account questions, usage guidance, billing queries, onboarding, feature navigation, password resets, and general platform education. XIntelliSync will not communicate directly with Your clients.
Contact: Your internal team or designated support channel
SLA: Set by You (You bear sole responsibility for Level 1 SLAs)
Level 2 — Confirmed Platform Bug Escalation
Scope: Confirmed, reproducible platform-level defects only. You must triage and confirm the issue is a Platform bug (not a user error or configuration issue) before escalating. Feature requests, training questions, and "how do I" queries are not Level 2 items.
Contact: [email protected] (subject: Platform Bug — [brief description] — Partner: [your slug])
SLA: Best efforts response within 2 Australian business days
Level 3 — Critical Security Incident
Scope: Active data breach, privilege escalation, account compromise, or confirmed security vulnerability with immediate or imminent risk to client data or Platform integrity.
Contact: [email protected] (subject: SECURITY INCIDENT — URGENT — Partner: [your slug])
SLA: 4 Australian business hours for initial acknowledgement
Questions about this Agreement? Contact [email protected] — XIntelliSync Pty Ltd · Version 2.0 · 16 March 2026
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