ZYNAPTIX LTD

Effective Date: 01/01/2026
Last Updated: 01/01/2026

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 ("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").

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 unless expressly stated otherwise;

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

6.3 Monthly Subscriptions

Monthly subscriptions automatically renew each month until cancelled.

6.4 Annual Subscriptions

Annual subscriptions automatically renew for successive annual terms unless cancelled before renewal.

Annual subscription fees are non-refundable following commencement of the applicable Subscription Term.

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.

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

Each party shall comply with applicable data protection legislation, including:

UK GDPR;

Data Protection Act 2018; and

applicable privacy laws.

Where Zynaptix processes personal data on behalf of the Customer, the parties agree that Zynaptix acts as a processor and the Customer acts as a controller unless otherwise agreed.

Any applicable Data Processing Addendum shall form part of these Terms.

16. SERVICE AVAILABILITY

Zynaptix will use commercially reasonable efforts to maintain service availability of 99.5% per calendar month.

Availability calculations exclude:

scheduled maintenance;

emergency maintenance;

Customer systems;

internet service interruptions;

failures of Third-Party Services;

force majeure events.

Service levels may be further described in a separate Service Level Agreement.

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.

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.

Upon termination:

all licences granted under these Terms cease;

access to the Services may be removed;

outstanding fees remain payable.

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: [INSERT REGISTERED OFFICE ADDRESS]

Email: [email protected]

Website: https://www.zynaptix.ai