Terms of Service

1. Acceptance and parties

These terms form an agreement between Syncanix (the “Provider”) and the customer entity that signs an Order Form or accepts these terms online (the “Customer”). By creating an account, signing an Order Form, or using the service, the Customer accepts these terms on behalf of its organisation. The person accepting warrants they are authorised to bind the organisation.

2. The service

Syncanix is a backend-as-AI-tool platform: customers run a discovery CLI to catalog their API capabilities, embed the Syncanix chat widget, and expose an end-user-authenticated AI chat surface plus a per-tenant MCP server. Syncanix grants the Customer a non-exclusive, non-transferable, worldwide right to use the service for its internal business purposes during the subscription term, including by its authorised users and end users.

Syncanix may improve the service over time and will not materially reduce its core functionality during a paid term; a material reduction triggers the Customer’s termination-for-convenience right below. Features marked Beta, Preview, or Experimental are provided as-is and are excluded from the warranty and service-level commitments.

3. Accounts and customer responsibilities

• The Customer is responsible for its authorised users’ acts and omissions and for their compliance with these terms and the acceptable-use rules below.
• The Customer keeps its API keys and credentials confidential and notifies Syncanix without undue delay of any suspected compromise.
• The Customer warrants it has the rights and legal bases to submit its data to the service and that its use complies with applicable law, including data-protection law, export controls, and sanctions.

4. Fees, billing, and refunds

• Pricing. Plans and prices are published at /pricing (the single source of truth). Self-service signups are billed against the published price in effect at signup; Order-Form customers are billed per the Order Form. Payments are processed by Stripe.
• Cadence. Annual prepaid terms are invoiced upfront; monthly plans are billed in arrears; usage overages are billed monthly in arrears. Card-charged accounts are debited on the invoice date; invoiced accounts are net 30.
• No silent price increases. Renewal price increases require at least 60 days’ written notice; the Customer may decline by giving notice of non-renewal. Terms signed under are grandfathered — see pricing history.
• Refunds. Where a refund applies, it is prorated to the unused portion of the term and paid within 30 days by the original payment method. Disputed invoices raised in good faith within 30 days are not subject to late fees or suspension while under resolution.
• Taxes. Fees exclude VAT, GST, and similar taxes, which are the Customer’s responsibility (except taxes on Syncanix’s net income).

5. Your data and ownership

As between the parties, the Customer owns its data — the prompts it submits and the outputs the service generates on its behalf. The Customer grants Syncanix only the limited licence needed to host and operate the service for the Customer; the licence ends when the data is deleted. Syncanix does not train foundation models on customer data. Personal data is processed under the Data Processing Agreement; retention, GDPR rights, and the EU-only data path are described in the privacy notice.

6. AI-specific terms

• Outputs are probabilistic. AI outputs may be inaccurate, incomplete, or unsuitable for a given purpose. The Customer is responsible for reviewing outputs before relying on them, particularly for any irreversible or financially-significant action.
• Human-in-the-loop. High-impact tool calls require explicit confirmation in the chat UI before they are issued, so no solely-automated decision with legal or significant effect is taken without a human in the loop.
• Output ownership and IP allocation. The Customer owns the outputs generated for it. Syncanix indemnifies for the model and its own scaffolding; the Customer remains responsible for verifying outputs before deployment. The full framework is in the AI Addendum, summarised on the AI compliance page.

7. Acceptable use

The Customer and its users must not use the service to break the law, infringe others’ rights, attempt to breach tenant isolation or security, reverse-engineer the service, or build a competing product. In v1, the service must not be deployed for high-risk verticals (employment / HR decisions, credit scoring, education access, law enforcement, migration / border control, judicial reasoning, critical-infrastructure operation, clinical decisions involving PHI, or children under 13) without a separate written agreement. The full list and rationale are on the AI compliance page. Material violations are grounds for suspension or termination.

8. Service levels and support

Syncanix targets 99.9% monthly uptime (higher for Enterprise plans), with service credits as the remedy for missed uptime. Scheduled maintenance is announced at least 72 hours in advance. Support tiers and response targets depend on the plan. The detailed service-level terms are provided with the MSA at signup and on request via admin@syncanix.com.

9. Warranties and disclaimers

Syncanix warrants the service will perform substantially in line with its documentation, will not knowingly introduce malware, and is maintained under the controls on the security page. Otherwise the service is provided “as is” and “as available”, and Syncanix disclaims implied warranties of merchantability and fitness for a particular purpose to the maximum extent permitted by law. AI-specific disclaimers are in section 6.

10. Limitation of liability

Except for the carve-outs below, each party’s aggregate liability is capped at the greater of the fees paid or payable in the 12 months before the event, or USD 100,000, and neither party is liable for indirect, incidental, or consequential damages. The cap and exclusions do not apply to: confidentiality breaches; a personal-data breach triggering notification obligations under GDPR Articles 33/34 or analogous law; IP indemnification; gross negligence or wilful misconduct; the Customer’s payment obligations; or death or personal injury caused by negligence.

11. Indemnification

Syncanix defends the Customer against third-party claims that the service, used as documented, infringes IP rights (subject to the AI-output allocation above). The Customer defends Syncanix against claims arising from the Customer’s data, its breach of the acceptable-use rules, or its use of AI outputs in violation of the responsible-use terms.

12. Term and termination

• Renewal. Terms renew for equal periods unless either party gives notice of non-renewal at least 30 days before the term ends; Syncanix sends a renewal reminder 60 days out.
• For convenience. Either party may terminate on 30 days’ notice, effective at the end of the then-current billing cycle; prepaid annual fees are refunded prorated.
• For cause. Either party may terminate on a material breach uncured 30 days after written notice.
• Data export. The Customer has a self-service export tool for 90 days after termination (JSON + CSV); after that, data is deleted per the DPA.

13. Changes to these terms

Syncanix may update these terms by posting a revised version with at least 60 days’ notice to designated contacts. If a change is material and adverse to the Customer, the Customer may terminate without penalty within the 60-day window and receive a prorated refund.

14. Governing law and disputes

By default these terms are governed by the law of the Netherlands (excluding its conflict-of-laws rules and the UN CISG), with disputes finally settled by arbitration under the Netherlands Arbitration Institute (NAI) rules, seated in Amsterdam, in English. US-based customers may elect, on the Order Form, governing law and exclusive jurisdiction in Delaware (or another agreed US state) instead. Either party may seek injunctive relief to protect confidential information or IP.

Related

• Privacy notice → — what we process, retention, GDPR rights.
• Data Processing Agreement → — Article 28 processor terms and SCCs.
• Cookie policy → — what we store in your browser and why.
• AI compliance → — model cards, acceptable use, output terms.