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Terms of Service v0.3

These Terms govern access to and use of the Syntheta Synthetic-Data Platform provided by Syntheta Ltd. ("Syntheta", "we", "our"). By creating an account, executing an Order Form or otherwise accessing the Services, the entity or person accepting these Terms ("Customer", "you") agrees to be bound by them.

1. Definitions

  • "Services" means Syntheta's hosted, subscription-based synthetic-data generation platform, APIs, SDKs, documentation and related support.
  • "Customer Data" means datasets you upload or stream to the Services.
  • "Output Data" means synthetic datasets generated for you by the Services.
  • "Generators" means the trained model artefacts (weights, biases and metadata) produced from Customer Data and cold-stored by Syntheta.

Other capitalised terms have the meaning given elsewhere in these Terms.

2. Formation of Contract

A binding contract is formed when you click "Accept", sign an Order Form, or first access the Services. Before placing an online order you may review and correct input errors.

3. Subscription, Updates & Availability

3.1 The Services are provided on the subscription tier stated in your Order Form.

3.2 We may update or modify the Services, provided we do not materially degrade core functionality. If we do, you may terminate the affected subscription within 30 days for a pro-rata refund.

3.3 Syntheta endeavours to maintain 99.5% monthly uptime but does not guarantee uninterrupted availability (see § 12).

4. Fees & Payment

4.1 Fees are due in the currency and frequency shown on the Order Form.

4.2 Late amounts accrue interest at 4% above the Bank of England base rate per annum.

4.3 Syntheta reserves the right to change the pricing of the Services at any time.

4.4 We will give at least 30 days' notice of any price change; if you object, you may cancel for a pro-rata refund.

5. Use of the Services

5.1 Licence. Subject to these Terms, Syntheta grants you a non-exclusive, non-transferable right to access and use the Services during the subscription term.

5.2 Licence to Output Data. Syntheta assigns to Customer all right, title and interest in Output Data upon generation.

5.3 Retrieval of Output Data. You may retrieve Output Data and, where applicable, Generators at any time while the Services are operational. Syntheta is not liable for temporary unavailability caused by maintenance, force majeure or factors outside our reasonable control.

6. Acceptable Use Policy

You will not:

  • upload or provide data you do not own or lack a lawful basis to process;
  • attempt to re-identify real persons from Output Data or perform membership, attribute-inference or model-extraction attacks;
  • interfere with or disable any security or usage-monitoring feature of the Services;
  • use the Services to build or train a competing synthetic-data product;
  • violate applicable export-control or sanctions laws.

7. Data Handling & Security

7.1 Ephemeral Processing. Customer Data is processed only in memory; raw data is never written to persistent storage.

7.2 Cold Storage. Generators are encrypted and stored in Amazon Web Services cloud infrastructure located exclusively in UK and EEA regions (currently London eu-west-2 and Frankfurt eu-central-1). If we transfer personal data outside the UK/EEA we'll use UK IDTA or EU Standard Contractual Clauses.

7.3 Cryptography. In-flight data is protected by TLS 1.3 with ECDHE key exchange and AES-256-GCM bulk encryption; at-rest objects are encrypted with AES-256-GCM.

7.4 Data-Processing Addendum (DPA). The parties acknowledge that, for any Customer Data that is "personal data" under UK GDPR, Customer is the controller and Syntheta is the processor. Processing is governed by the Data-Processing Addendum (DPA) located at syntheta.org/legal/dpa-v1.0 (or any later URL we notify). The DPA forms part of these Terms and prevails over them in the event of conflict.

7.5 Standardised Controls. Syntheta maintains ISO 27001, 27017 and 27018-aligned controls.

7.6 EU AI Act. Syntheta will, where applicable, comply with the EU AI Act and provide necessary technical documentation.

Processing of any personal data is further described in our Privacy Policy.

8. Warranties

Syntheta warrants the Services will perform materially in accordance with the documentation and with reasonable skill and care. Apart from this warranty and to the maximum extent permitted by law, the Services are provided "as is".

9. Disclaimers

Syntheta does not warrant that Output Data is error-free or suitable for any particular purpose, and disclaims all other warranties, express or implied, including fitness for purpose and non-infringement.

10. Liability

10.1 Cap. Syntheta's aggregate liability for all claims in any 12-month period is limited to the total fees paid by Customer in that period for the Service giving rise to the claim.

10.2 Exclusions. Neither party is liable for consequential or indirect losses (including loss of profit, revenue, data or goodwill).

10.3 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.

11. Suspension & Termination

Syntheta may suspend the Services immediately for security reasons or material breach of the Acceptable Use Policy, and will reinstate access once the issue is remedied. Either party may terminate on 30 days' notice for uncured breach.

12. Retrieval Disclaimer

Syntheta uses commercially reasonable efforts to maintain continuous availability but is not liable for downtime caused by: (i) scheduled maintenance (with at least 48 hours' notice where practicable); (ii) force majeure; or (iii) Customer equipment or third-party networks.

13. Changes to Terms

We may revise these Terms on 30 days' notice. Continued use after the effective date constitutes acceptance. If you object, you may terminate the affected subscription before the change takes effect without penalty.

14. Confidentiality

Each party shall protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and use it only for the purposes of these Terms.

15. Intellectual Property

Except for the rights expressly granted herein, no IP rights are transferred. Syntheta retains all rights in the Services, technology and know-how.

16. Export Control & Sanctions

Customer will not export, re-export or use the Services in violation of UK, EU or US export control laws, including the UK Strategic Export Control Lists and US EAR.

17. Force Majeure

Neither party is liable for delay or failure to perform obligations (excluding payment) due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, or interruption of utility services.

18. Exclusion of Third-Party Rights

Except as expressly stated, no person other than the parties has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

19. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales. The courts of London have exclusive jurisdiction.

20. Consumer Law

If Customer is acting as a "consumer" under the Consumer Rights Act 2015, nothing in these Terms excludes or limits any rights that cannot lawfully be excluded. These terms do not affect statutory rights.

If you are a consumer, you may cancel within 14 days of contract formation and receive a full refund for any unused subscription period.

22. Indemnities

22.1 Customer Indemnity. Customer shall defend, indemnify and hold harmless Syntheta, its affiliates and personnel against any third-party claim, loss or fine arising from (a) Customer Data that infringes intellectual-property rights or breaches applicable law (including data-protection law), or (b) Customer's breach of § 6 (Acceptable Use Policy). This indemnity is uncapped with respect to IP- or privacy-related claims.

22.2 Syntheta Indemnity. Syntheta shall defend, indemnify and hold harmless Customer against any third-party claim alleging that the Services infringe that party's UK IP rights or that Syntheta's processing of Customer Data (in accordance with the DPA) violates UK data-protection law. Syntheta's cumulative liability under this § 22.2 is limited to the cap stated in § 10.1.

22.3 Conditions. The indemnified party must (i) give prompt written notice of the claim, (ii) allow the indemnifying party sole control of defence and settlement (provided any settlement releases the indemnified party unconditionally), and (iii) provide reasonable assistance at the indemnifying party's expense.

23. Entire Agreement

These [DRAFT] Terms (including any Order Form, and any other referenced document) constitute the entire agreement between the parties and supersede all prior discussions and understandings.