Terms & Conditions

Effective From: 7th Dec, 2025

Last Updated: 7th Dec, 2025

1. Agreement to terms

These Terms of Service (“Terms”) govern your access to and use of:

• the website located at https://www.syntroper.ai and
• any related products, services, or tools provided by Syntroper AI Limited (trading as Syntroper, “we”, “us”, “our”) (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to the Terms, do not use the Services.

If you are using the Services on behalf of an organisation, you represent that you are authorised to accept these Terms on behalf of that organisation.

2. Accounts and eligibility

To use some parts of the Services, you must create an account and provide accurate, current information (such as your name, work email, company, and role).

You are responsible for:

• maintaining the confidentiality of your login details; and
• all activities that occur under your account.

You must notify us promptly if you become aware of any unauthorised access or suspected security breach related to your account.

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the Services.

3. Your responsibilities

You agree that you will:

• use the Services only for lawful purposes;
• comply with these Terms and any policies we publish;
• ensure that any information you provide is accurate and kept up to date;
• comply with all applicable laws, including those relating to privacy, intellectual property, and data security.

You are responsible for:

• the content you upload or connect to the Services (including any code); and
• ensuring you have all necessary rights and permissions to do so.

4. Code repositories and customer data

4.1 Your content and ownership

As part of the Services, you may connect code repositories or upload other content (collectively, “Customer Content”).

Except for the limited licence granted below, you retain all rights, title, and interest in and to your Customer Content.

4.2 Licence to provide the Services

You grant us a non‑exclusive, worldwide, royalty‑free licence (with the right to sublicense to our service providers) to:

• host, store, copy, transmit, and display your Customer Content;
• analyse your repositories and code (including via temporary copies) to generate metadata, insights, and other outputs;
• create derived data and outputs that we provide back to you as part of the Services; and
• otherwise use your Customer Content as reasonably necessary to operate, maintain, secure, and improve the Services.

We will not use your Customer Content for any purpose unrelated to providing and improving the Services without your consent.

5. Acceptable use

You must not (and must not permit anyone else to):

Misuse or interfere with the Services

• access or use the Services in a way that could damage, disable, overburden, or impair them;
• probe, scan, or test the vulnerability of any system or network without proper authorisation.

Break the law or others’ rights

• use the Services for any unlawful purpose;
• infringe or misappropriate any intellectual property or other rights of any person;
• upload or distribute content that is unlawful, harmful, defamatory, obscene, harassing, or otherwise objectionable.

Tamper with the Services

• modify, copy, create derivative works of, reverse engineer, decompile, or otherwise attempt to extract source code from the Services (except to the extent such restrictions are prohibited by law);
• attempt to gain unauthorised access to the Services or related systems.

Abuse data and communications

• send spam, unsolicited communications, or other bulk messages using the Services;
• harvest or collect information about other users without their consent;
• attempt to access data you are not authorised to access.

If we reasonably believe you have breached these rules, we may suspend or terminate your access (see 11. Termination).

6. Intellectual property

6.1 Our materials

The Services, including all software, documentation, text, graphics, logos, and other content we provide (excluding Customer Content), are owned by or licensed to [Company Name] and are protected by copyright and other intellectual property laws.

We grant you a limited, non‑exclusive, non‑transferable licence to access and use the Services for your internal business purposes, subject to these Terms.

6.2 Customer Content

You retain ownership of your Customer Content. These Terms do not give us ownership of your code or data.

You are solely responsible for ensuring your Customer Content does not infringe any third‑party rights or violate any law.

6.3 Feedback and testimonials

If you provide us with feedback, suggestions, or ideas about the Services (“Feedback”), you agree that:

• we may use that Feedback freely without restriction or obligation to you; and
• we do not have to keep Feedback confidential.

If you provide a testimonial, quote, or case study (whether by email, survey, recorded call, or otherwise) that we reasonably understand is intended as a public endorsement:

• you grant us a non‑exclusive, worldwide, royalty‑free licence to use, reproduce, publish, and display that testimonial, together with:
• your name,
• your job title, and
• the name and logo of the company you work for,
• in connection with promoting the Services (for example, on our website, in sales materials, presentations, and social media).

You can ask us to stop using your testimonial in new materials at any time. We will take reasonable steps to remove or update it going forward, but existing printed or already‑distributed materials may not be withdrawn.

7. Beta features and experimental services

From time to time, we may offer early‑access, preview, or beta features (“Beta Features”).

Beta Features:

• may be made available for evaluation only;
• may change or be discontinued at any time;
• may not be as reliable or available as our main Services.

You use Beta Features at your own risk, and we provide them without any warranties to the fullest extent permitted by law.

8. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available”.

We do not give any warranties or conditions (express or implied) including, without limitation:

• merchantability;
• fitness for a particular purpose;
• non‑infringement;
• uninterrupted or error‑free operation;
• that the Services will meet your requirements or be compatible with your systems.

Nothing in these Terms excludes warranties or conditions that cannot be excluded under applicable law.

9. Limitation of liability

To the maximum extent permitted by law:

• Syntroper, its directors, employees, and suppliers will not be liable for any:
• indirect, special, incidental, consequential, or punitive damages, or
• loss of profits, revenue, data, goodwill, or business opportunities,
• arising out of or in connection with your use of (or inability to use) the Services, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or in connection with the Services or these Terms will be limited to the greater of:

• the amount you have paid us for the Services in the 3 months immediately before the event giving rise to the claim; and
• NZD 100,000.

Some jurisdictions do not allow certain exclusions or limitations of liability. In those cases, the exclusions and limitations above apply only to the extent permitted by law.

10. Indemnity

You agree to indemnify and hold harmless [Company Name] and its directors, employees, and contractors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your use of the Services;
• your Customer Content; or
• your breach of these Terms or any applicable law.

11. Suspension and termination

We may suspend or terminate your access to the Services if:

• you materially breach these Terms;
• we reasonably believe your use of the Services poses a security, legal, or operational risk; or
• we are required to do so by law.

Where reasonably practicable, we will provide notice before suspension or termination and attempt to work with you to resolve the issue.

You may stop using the Services at any time. You may also request us to close your account by contacting us.

On termination:

• your right to access and use the Services will end;
• we may retain certain data as described in our Privacy Policy and as required by law.

12. Third‑party links

The Services may contain links to third‑party websites or services. We are not responsible for and do not endorse the content, products, or services of those third parties. Your use of third‑party sites is at your own risk.

13. Changes to these Terms

We may update these Terms from time to time. When we make changes, we will:

• post the updated Terms on https://www.syntroper.ai; and
• update the “Last updated” date at the top.

If changes are material, we will take additional reasonable steps to notify you (for example, by email or in‑product notice), where practicable.

By continuing to use the Services after updated Terms take effect, you agree to be bound by the updated Terms.

14. Governing law

These Terms are governed by and construed in accordance with the laws of New Zealand.

You submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute or claim arising out of or in connection with these Terms or the Services.

15. General

Entire agreement: These Terms (together with any applicable order form or written agreement and our Privacy Policy) form the entire agreement between you and us for the Services.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

No waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.

Assignment: You may not assign or transfer these Terms without our written consent. We may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.