Terms of Service
These Terms of Service ("Terms") govern access to and use of the Syncrasy relationship intelligence platform (the "Service") provided by Syncrasy ("Syncrasy", "we", "us"). By creating an account or using the Service, you agree to these Terms on behalf of yourself and the organisation you represent.
1. Acceptance & Definitions
By accessing or using the Service you confirm you have authority to bind your organisation (the "Customer") to these Terms. If you do not agree, do not use the Service.
• Service: the Syncrasy web application, CRM integrations, APIs, and related features.
• Account: the Customer's registered workspace and its authorised users.
• Customer Data: any data, content, or records the Customer or its users submit to or generate within the Service, including CRM-sourced relationship data.
• Order Form: any signed quote, order, or online checkout confirming the subscription plan, fees, and term.
• User: an individual authorised by the Customer to access or use the Service.
These Terms, together with any Order Form and our Privacy Policy, form the entire agreement between the Customer and Syncrasy.
2. Accounts & Acceptable Use
The Customer is responsible for all activity under its Account, keeping login credentials secure, and ensuring its users comply with these Terms.
The Customer must not, and must not permit any user to:
• reverse engineer, decompile, or attempt to extract the Service's source code;
• resell, sublicense, or provide the Service to third parties outside the Customer's own organisation;
• upload unlawful content, or data the Customer lacks the right to process (including personal data collected without a valid legal basis);
• attempt to disrupt, overload, or gain unauthorised access to the Service or other customers' data;
• use the Service to build a competing product.
Additionally, the Customer must not submit special category personal data (health, religious belief, sexual orientation, biometric identifiers, or criminal records) or personal data relating to children into the Service, unless expressly agreed in writing with Syncrasy in advance.
Syncrasy may suspend an Account immediately, with notice where practical, for any breach of this section that risks harm to Syncrasy, other customers, or the Service's integrity.
3. Subscriptions & Payment
Fees, billing frequency, and the subscription term are set out in the Order Form. Unless stated otherwise:
• subscriptions renew automatically for equivalent terms unless either party gives 30 days' written notice of non-renewal;
• fees are invoiced in advance and due within 30 days of invoice date;
• late payment may result in suspension of access until fees are settled;
• fees are exclusive of VAT and other applicable taxes, which the Customer is responsible for;
• Syncrasy may increase fees on renewal with at least 30 days' notice.
Unless otherwise stated in an Order Form, fees paid are non-refundable except where required by law or expressly agreed in writing.
4. Intellectual Property
Syncrasy and its licensors own all right, title, and interest in the Service, including its software, design, and underlying technology. These Terms grant the Customer only a limited, non-exclusive, non-transferable right to use the Service during the subscription term.
The Customer retains all rights to Customer Data. The Customer grants Syncrasy a licence to host, process, and display Customer Data solely to provide and improve the Service, subject to the Privacy Policy. Aggregated or anonymised data that cannot identify the Customer or any individual may be used by Syncrasy for analytics and product improvement.
Syncrasy will not use Customer Data to train, fine-tune, or develop general-purpose artificial intelligence models, except where expressly agreed in writing with the Customer.
Where Users generate profile content, notes, or provenance records within the Service, that content forms part of Customer Data and remains the Customer's property, not the property of the individual User, including where a User's employment or engagement with the Customer ends.
5. Customer Data, Privacy & Confidentiality
Processing of personal data within Customer Data is governed by our Privacy Policy and the data-processing terms below.
Where Syncrasy processes personal data on the Customer's behalf, Syncrasy will: (a) process it only on the Customer's instructions and as necessary to provide the Service; (b) apply appropriate technical and organisational security measures; (c) ensure personnel handling the data are bound by confidentiality obligations; (d) engage subprocessors under equivalent data-protection terms and remain responsible for their performance; (e) notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data; and (f) assist the Customer, on reasonable request, in responding to data subject rights requests and regulatory enquiries relating to Customer Data. The Customer remains responsible for its own compliance with applicable data protection law, including the lawful basis for any personal data it submits to the Service.
Each party must protect the other's confidential information with reasonable care and use it only to perform under these Terms. This does not cover information that is public, independently developed, or required to be disclosed by law.
On termination, Syncrasy will make Customer Data available for export for 30 days, after which it may be deleted from active systems.
6. Warranties, Disclaimers & Limitation of Liability
Syncrasy will use reasonable skill and care to provide the Service and use commercially reasonable efforts to maintain uptime. Except as expressly stated, the Service is provided "as is" without warranties of any kind, including fitness for a particular purpose or non-infringement.
The Service may interoperate with third-party services, including CRM, hosting, communications, and transcription or AI providers. The Customer's use of any such third-party service may be subject to that provider's own terms, and Syncrasy is not responsible for the availability, functionality, or security of a third-party service outside Syncrasy's reasonable control. Syncrasy may use subprocessors to support the Service and remains responsible for their performance under these Terms.
Neither party is liable for indirect, incidental, or consequential losses, or loss of profits, revenue, or data. Each party's total liability arising from these Terms is capped at the fees paid by the Customer in the 12 months preceding the claim, except for liability that cannot be excluded by law (e.g. death, personal injury, fraud).
Syncrasy is not currently SOC 2 or ISO 27001 certified. Such certifications, together with confirmed UK/EU data residency, are on our roadmap and will be communicated to the Customer once achieved. The Service is provided on an evolving basis and its features may change over time.
7. Indemnification, Term, Termination & Governing Law
Each party will indemnify the other against third-party claims arising from its breach of these Terms, misuse of the Service, or infringement of the other's IP rights.
The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party reasonable control of the defence and settlement, provided no settlement may impose an admission of liability or non-monetary obligation on the indemnified party without its consent. An indemnity does not apply to the extent a claim results from the indemnified party's own breach, misuse, or unauthorised modification of the relevant materials.
These Terms apply for the subscription term stated in the Order Form and renew as set out in Section 3. Either party may terminate for the other's uncured material breach with 30 days' written notice, or immediately if the other becomes insolvent.
On termination or expiry: the Customer's right to access the Service ends; all undisputed amounts due become payable; and Customer Data will be handled in accordance with Section 5. Provisions which by their nature should survive termination will continue, including intellectual property, confidentiality, liability, and indemnification.
These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
Syncrasy may update these Terms with at least 30 days' notice for material changes; continued use after that date constitutes acceptance.
8. AI-Generated Content & Accuracy
The Service uses artificial intelligence to generate summaries, insights, and profile content from voice and text input. Syncrasy does not warrant the accuracy, completeness, or reliability of AI-generated content. The Customer is responsible for reviewing such content before relying on it in client-facing interactions, and Syncrasy is not liable for actions taken by the Customer or its users based on AI-generated content.
9. General Provisions
Force Majeure: Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.
Assignment: Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
Notices: Legal notices must be sent in writing to the parties' registered addresses or primary account contact.
Entire Agreement & Severability: These Terms, the Order Form, and the Privacy Policy constitute the entire agreement between the parties. If any provision is found unenforceable, the remainder continues in full effect.
No Waiver: Failure to enforce any provision of these Terms is not a waiver of the right to enforce it later.
No Partnership: Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
No Third-Party Rights: A person who is not a party to these Terms has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated otherwise.