These Terms of Service ("Terms") govern the use of the Zynaptix platform, website, applications, APIs, software, artificial intelligence services and related services (collectively, the "Services").

These Terms form a legally binding agreement between:

ZYNAPTIX LTD (Company Number 17220412), a company registered in England and Wales, whose registered office is at Unit 13 Precision 2 Industrial Estate, Bingham Road, Sittingbourne, England, ME10 3TR ("Zynaptix", "we", "our", "us"),

and

the business, sole trader, partnership, LLP, company, organisation or other legal entity accessing or using the Services ("Customer", "you", "your").

Zynaptix AI Solutions is a trading style of Zynaptix Ltd.

By accessing, purchasing, registering for, or using the Services, you agree to be bound by these Terms.

1. BUSINESS CUSTOMERS ONLY

The Services are intended solely for business use.

By using the Services, you represent and warrant that:

• you are acting in the course of a business, trade, profession or occupation;

• you are at least 18 years old;

• you have authority to bind the Customer to these Terms; and

• all information provided to Zynaptix is accurate and complete.

The Services are not offered to consumers.

2. DEFINITIONS

In these Terms:

Account means a registered account used to access the Services.

Authorised User means an employee, contractor or representative authorised by the Customer to use the Services.

Customer Data means all data, content, documents, files, prompts, inputs and information submitted to the Services by or on behalf of the Customer.

Output means content, responses, analyses, recommendations, summaries, reports, generated text, generated media or other materials produced by the Services.

Subscription Term means the monthly or annual subscription period purchased by the Customer.

Third-Party Services means any products, services, software, platforms or systems supplied by parties other than Zynaptix.

3. THE SERVICES

Zynaptix provides software-as-a-service solutions incorporating artificial intelligence technologies, workflow automation, analytics, integrations and related functionality.

We may modify, improve, replace, update or discontinue aspects of the Services from time to time.

We reserve the right to introduce, remove or modify features, provided that such changes do not materially reduce the overall functionality of the purchased Services during an active Subscription Term.

4. ACCOUNT REGISTRATION

You may be required to create an Account.

You agree to:

• provide accurate information;

• keep Account credentials secure;

• maintain current contact information;

• restrict access to authorised users only.

The Customer is responsible for all activity occurring under its Account.

You must notify us immediately if you become aware of any unauthorised use of an Account or security breach.

5. AUTHORISED USERS

The Customer is responsible for ensuring all Authorised Users comply with these Terms.

Any act or omission by an Authorised User shall be deemed to be an act or omission of the Customer.

6. SUBSCRIPTIONS AND FEES

6.1 Subscription Plans

Services are provided under subscription plans as described on our website, order form or proposal.

6.2 Fees

All fees:

• are payable in advance;

• are stated exclusive of VAT. Zynaptix Ltd is not currently registered for VAT and no VAT is therefore charged. Should Zynaptix Ltd become VAT registered, VAT will be added at the prevailing rate and the Customer will be given at least thirty (30) days' notice before it applies;

• are non-refundable except where required by law or expressly stated in these Terms.

6.3 Monthly Subscriptions

Monthly subscriptions run on a rolling monthly basis and automatically renew each month until cancelled in accordance with clause 21.

6.4 Annual Subscriptions

Annual subscriptions are offered at a discounted rate equivalent to twelve (12) months of the Services for the price of ten (10).

Annual subscriptions automatically renew for successive annual terms unless cancelled in accordance with clause 21.

Refunds on early cancellation of an annual subscription are dealt with in clause 21.

6.5 Price Changes

Zynaptix may amend pricing upon at least thirty (30) days' prior notice.

Updated pricing will apply from the next renewal date.

6.6 Failure to Pay

If payment is not received when due, Zynaptix may:

• suspend access to the Services;

• restrict functionality;

• charge statutory interest and recovery costs permitted by law; and

• terminate the agreement.

6.7 Website Add-On

Where the Customer subscribes to the optional website add-on, an additional fee of £95 per month is payable for the duration of the subscription, in addition to the standard subscription fee.

The website is built, hosted and maintained by Zynaptix on its own platform and is provided as part of the subscription. It is licensed to the Customer for the duration of the subscription only, and is not sold, transferred or assigned to the Customer.

Zynaptix retains all intellectual property rights in the website build, its design, code, templates and underlying platform. The Customer retains all rights in the content it supplies, including its logo, photographs, business name and written copy.

6.8 Domain Names

Where the Customer requires a domain name, Zynaptix may register one on the Customer's behalf. The cost of registration, and of any subsequent annual renewal, will be invoiced to the Customer.

Where the registrar permits, the domain will be registered with the Customer named as registrant. The Customer is the beneficial owner of any domain name for which it has paid.

Zynaptix will maintain the domain registration for as long as the Customer's subscription remains active and all renewal fees have been paid.

6.9 Introductory Offer

Where the Customer subscribes under an introductory offer, the first monthly period is charged at the promotional rate stated at the point of purchase, currently £1.

At the end of that first monthly period the subscription continues automatically at the standard monthly fee then in force, unless cancelled in accordance with clause 21.

The introductory rate applies to the first monthly period only and is available once per Customer. Zynaptix will notify the Customer before the first payment at the standard rate is taken.

7. ACCEPTABLE USE

The Customer shall not, and shall ensure Authorised Users do not:

• use the Services unlawfully;

• upload malicious software;

• attempt to gain unauthorised access to systems;

• interfere with platform security;

• scrape, harvest or extract data without authorisation;

• reverse engineer or decompile the Services;

• create competing products using the Services;

• submit unlawful, infringing or harmful content;

• generate illegal, discriminatory, defamatory or harmful content;

• use the Services to distribute spam or malicious communications;

• attempt to discover, replicate or extract underlying AI models.

Zynaptix may suspend access immediately where it reasonably believes a breach has occurred.

8. CUSTOMER DATA

The Customer retains ownership of all Customer Data.

The Customer grants Zynaptix a non-exclusive licence to host, store, process, transmit and use Customer Data solely for:

• providing the Services;

• maintaining and securing the platform;

• complying with legal obligations;

• supporting Customer requests.

The Customer warrants that it possesses all necessary rights, permissions, consents and lawful bases required to submit Customer Data to the Services.

9. DOCUMENT UPLOADS

Certain subscription plans permit document uploads.

The Customer acknowledges that:

• uploaded documents may be processed by AI systems;

• uploaded content may be stored temporarily or permanently depending on the purchased plan;

• Customer Data may be transferred to approved subprocessors where necessary to provide the Services.

Zynaptix shall implement reasonable technical and organisational measures designed to protect Customer Data.

10. ARTIFICIAL INTELLIGENCE SERVICES

The Services utilise artificial intelligence and machine learning technologies.

The Customer acknowledges and agrees that:

• Outputs are generated automatically;

• Outputs may contain inaccuracies, omissions, hallucinations or outdated information;

• Outputs should not be relied upon without appropriate human review;

• Outputs do not constitute legal, financial, tax, accounting, medical, regulatory or professional advice;

• similar outputs may be generated for other users.

The Customer remains solely responsible for all decisions, actions and outcomes arising from use of the Services and Outputs.

11. AI TRAINING AND CUSTOMER DATA

Unless expressly agreed in writing:

• Customer Data shall not be used by Zynaptix to train proprietary foundation models;

• Customer-specific data will not be intentionally disclosed to other customers;

• Customer Data will only be processed for purposes necessary to provide the Services.

12. THIRD-PARTY SERVICES

The Services may integrate with Third-Party Services including cloud providers, payment processors, communication services and artificial intelligence providers.

Zynaptix is not responsible for:

• the availability of Third-Party Services;

• interruptions caused by Third-Party Services;

• changes made by Third-Party providers;

• acts or omissions of Third-Party providers.

Use of Third-Party Services may be subject to separate terms imposed by the relevant provider.

13. INTELLECTUAL PROPERTY

All intellectual property rights in the Services remain vested in Zynaptix or its licensors.

Nothing in these Terms transfers ownership of any intellectual property rights to the Customer.

Subject to compliance with these Terms and payment of applicable fees, Zynaptix grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term.

14. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party.

Confidential information shall not be disclosed except:

• with prior written consent;

• where required by law;

• to professional advisers bound by confidentiality obligations.

This obligation survives termination for five (5) years.

15. DATA PROTECTION

15.1

Both parties shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

15.2

Where Zynaptix processes personal data on behalf of the Customer in providing the Services, the Customer is the controller and Zynaptix is the processor.

15.3

Scope of processing. The subject matter is the provision of the Services. Processing continues for the duration of the subscription and for the retention period described in clause 15.8. The nature and purpose of processing is answering and handling enquiries made to the Customer's business by telephone and through the Customer's website, including transcription, capture of enquiry details, appointment booking and notification. The personal data processed comprises names, telephone numbers, email addresses, postal addresses, appointment details and the content of calls and messages. The data subjects are the Customer's own customers and enquirers, and the Customer's staff.

15.4

Zynaptix shall:

• process personal data only on the Customer's documented instructions, including these Terms, unless required otherwise by law, in which case Zynaptix will notify the Customer unless legally prohibited from doing so;

• ensure that personnel authorised to process the data are subject to a duty of confidence;

• implement appropriate technical and organisational measures to protect the data, having regard to the state of the art, the costs of implementation and the risks involved;

• assist the Customer, taking into account the nature of the processing, in responding to requests from data subjects exercising their rights;

• assist the Customer in complying with its obligations relating to security, breach notification, data protection impact assessments and prior consultation;

• notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer's data;

• make available to the Customer information reasonably necessary to demonstrate compliance with this clause.

15.5

Sub-processors. The Customer gives Zynaptix general authorisation to appoint sub-processors to deliver the Services, including providers of cloud hosting, telephony, artificial intelligence, customer relationship management and payment processing. Zynaptix shall impose on each sub-processor data protection obligations no less protective than those in this clause, and remains liable to the Customer for the performance of its sub-processors. Zynaptix shall give the Customer at least thirty (30) days' notice of any intended addition or replacement of a sub-processor, and the Customer may object on reasonable data protection grounds, in which case the parties will discuss the matter in good faith. If no resolution is reached the Customer may terminate in accordance with clause 21.

15.6

International transfers. Where personal data is transferred outside the United Kingdom, Zynaptix shall ensure an appropriate transfer mechanism is in place, such as adequacy regulations or the International Data Transfer Agreement or Addendum.

15.7

Customer obligations. The Customer warrants that it has a lawful basis for the processing carried out through the Services, and that it has provided all necessary information to its own customers and enquirers, including that calls and messages may be answered by an automated system and that a transcript is produced.

15.8

Retention, return and deletion. Zynaptix shall retain personal data for the duration of the subscription and for a period of ninety (90) days following termination, after which it shall be deleted. On written request made within that period, Zynaptix shall return the data to the Customer or delete it, save where retention is required by law.

15.9

Audit. Zynaptix shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, on reasonable written notice and no more than once in any twelve (12) month period unless required by a supervisory authority.

16. SERVICE AVAILABILITY

Zynaptix will use commercially reasonable efforts to keep the Services available, but does not guarantee that they will be uninterrupted or error free.

The Services depend on third party providers, telephone networks and internet connections which Zynaptix does not control.

Zynaptix may suspend the Services for scheduled or emergency maintenance. Where maintenance is planned, Zynaptix will give reasonable notice where practicable.

17. WARRANTIES

Zynaptix warrants that the Services will be provided with reasonable skill and care.

Except as expressly stated in these Terms, all warranties, representations and conditions are excluded to the fullest extent permitted by law.

The Customer acknowledges that software and AI systems cannot be guaranteed to be error-free or uninterrupted.

18. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation;

• any liability that cannot legally be excluded.

Subject to the above, Zynaptix shall not be liable for:

• indirect loss;

• consequential loss;

• loss of profit;

• loss of revenue;

• loss of anticipated savings;

• loss of goodwill;

• loss of business opportunity;

• loss of data;

• loss arising from reliance upon Outputs.

The aggregate liability of Zynaptix arising under or in connection with these Terms shall not exceed the total fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

19. INDEMNITY

The Customer shall indemnify and hold harmless Zynaptix against claims, losses, liabilities, damages and expenses arising from:

• Customer Data;

• breach of these Terms;

• unlawful use of the Services;

• infringement of third-party rights by the Customer.

20. SUSPENSION

Zynaptix may suspend access immediately where:

• payment is overdue;

• security concerns arise;

• unlawful activity is suspected;

• required by law;

• these Terms are breached.

Where reasonably practicable, advance notice will be provided.

21. TERM AND TERMINATION

These Terms remain in effect while the Customer uses the Services.

21.1 Rolling Monthly Term

Monthly subscriptions run on a rolling monthly basis. Each monthly period begins on the date the Services go live, or on the subsequent renewal date, and automatically renews for successive one-month periods until cancelled in accordance with this clause. There is no minimum term.

21.2 Annual Term

Annual subscriptions run for successive twelve (12) month terms and automatically renew unless cancelled in accordance with this clause.

21.3 Cancellation by the Customer

The Customer may cancel at any time, either through the self-service account portal or by written notice by email to the address set out in clause 27.

For monthly subscriptions, cancellation takes effect at the end of the current paid monthly period and no further charges will be made.

Where possible the Customer is asked to give at least seven (7) days' notice so that the Services can be wound down in an orderly manner as described in clause 21.4. This is a request and not a condition of cancellation.

21.4 Purpose of the Notice Period

Where notice is given, the seven (7) day period enables Zynaptix to wind the Services down in an orderly manner, including removing the AI receptionist from the Customer's telephone system and website, releasing any call routing or diverts, and returning or deleting Customer Data in accordance with clause 15.

21.5 Effect of Cancellation - Monthly Subscriptions

The Services will end at the close of the current paid monthly period and no further charges will be made. Fees already paid are non-refundable.

21.6 Effect of Cancellation - Annual Subscriptions

Where the Customer cancels an annual subscription before the end of the annual term, Zynaptix will recalculate the charge for the period during which the Services were provided, up to and including the end of the notice period, at the standard monthly rate in force at the time of purchase, and will refund the balance of the annual fee paid.

The discounted annual rate applies only where the Customer completes the full annual term.

No refund is due where the recalculated charge equals or exceeds the annual fee paid, and no further sum will be payable by the Customer.

21.7 Our Guarantee

Zynaptix operates a no-lock-in guarantee.

If the Services have not produced any booked appointments or captured enquiries for the Customer during a paid period, the Customer may cancel in accordance with clause 21.3 and will not be charged for any further period.

Where the Customer is on an annual subscription and invokes this guarantee, Zynaptix will refund the unused whole months remaining on the annual term calculated pro rata at the annual rate paid, without recalculation at the standard monthly rate.

No cancellation fee applies.

21.8 Termination by Either Party

Either party may terminate:

• upon expiry of the current Subscription Term;

• for material breach not remedied within thirty (30) days of notice;

• immediately upon insolvency of the other party.

21.9 Effect of Termination

Upon termination:

• all licences granted under these Terms cease;

• access to the Services may be removed;

• outstanding fees remain payable.

21.10 Effect of Cancellation - Website Add-On

Where the Customer's subscription includes the website add-on and the subscription is cancelled or terminated for any reason:

• the website will be unpublished and removed from Zynaptix's platform at the end of the notice period;

• the Customer does not retain the website, its design, code or hosting, and the website cannot be transferred to the Customer or to a third-party provider;

• any domain name registered by Zynaptix on the Customer's behalf and paid for by the Customer remains the Customer's property. Zynaptix will transfer the domain to the Customer, or to a registrar of the Customer's choosing, on written request made within thirty (30) days of termination, subject to any transfer restrictions imposed by the relevant registrar or registry. The Customer becomes responsible for all renewal fees following transfer. Zynaptix is under no obligation to renew a domain after termination where no transfer request has been made;

• the Customer's own content, including its logo, photographs and written copy, remains the Customer's property and will be returned on written request made within thirty (30) days of termination;

• any enquiries, contact details or other personal data captured through the website will be returned or deleted in accordance with clause 15.

22. FORCE MAJEURE

Neither party shall be liable for delay or failure resulting from circumstances beyond its reasonable control including:

• cyber incidents;

• internet failures;

• labour disputes;

• natural disasters;

• acts of government;

• war;

• terrorism;

• utility failures.

23. CHANGES TO THE TERMS

Zynaptix may amend these Terms from time to time.

Material changes will be notified by email or through the Services.

Continued use of the Services following the effective date of revised Terms constitutes acceptance of the revised Terms.

24. GENERAL

These Terms constitute the entire agreement between the parties.

No waiver shall be effective unless in writing.

If any provision is found unenforceable, the remaining provisions shall remain in force.

The Customer may not assign its rights without prior written consent.

Zynaptix may assign its rights and obligations as part of a merger, acquisition, restructuring or sale of business assets.

25. GOVERNING LAW

These Terms and any dispute arising from them shall be governed by the laws of England and Wales.

26. JURISDICTION

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

27. CONTACT DETAILS

ZYNAPTIX LTD

Company Number: 17220412

Registered in England and Wales.

Registered Office: Unit 13 Precision 2 Industrial Estate, Bingham Road, Sittingbourne, England, ME10 3TR

Zynaptix AI Solutions is a trading style of Zynaptix Ltd.

Email: [email protected]

Website: https://www.zynaptix.ai