Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and SYFT.AI LIMITED, a company registered in England and Wales ("Company", "we", "us", or "our"), governing your access to and use of the Syft intelligent marketing platform ("the Service").

By accessing or using the Service, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

2. Company Information

The Service is operated by:

• Company Name: SYFT.AI LIMITED
• Jurisdiction: Registered in England and Wales
• Contact Email: legal@syft.it
• Website: https://syft.it

3. Description of Service

Syft is an intelligent marketing platform designed for B2B consumer goods traders. The Service enables users to:

• Upload, process, and analyse spreadsheet data containing product information
• Automatically enhance product data through artificial intelligence and third-party data sources
• Create and manage customer databases for marketing purposes
• Design and send personalised marketing email campaigns
• Generate customised spreadsheet attachments and exports
• Track campaign performance and engagement metrics

4. Beta Testing Programme

Important Notice: If you are participating in our beta testing programme and using the Service without charge, this section applies to you in addition to all other terms.

4.1 Beta Service Nature

The beta version of the Service is provided for testing and evaluation purposes. As a beta tester, you acknowledge and accept that:

• Features may change or be removed: We may modify, suspend, or discontinue any feature, functionality, or aspect of the Service at any time without prior notice
• Bugs and errors are expected: The Service may contain bugs, errors, and defects that could affect performance, reliability, or data integrity
• Service interruptions: The Service may experience downtime, interruptions, or periods of unavailability
• Data loss risk: While we take reasonable precautions, there is a risk of data loss or corruption during the beta period
• No guaranteed support response times: Support is provided on a best-efforts basis without guaranteed response times
• No service level agreements: The beta Service is not covered by any service level agreements or uptime guarantees

4.2 Beta Tester Obligations

As a beta tester receiving access to the Service without charge, you agree to:

• Provide feedback on your experience with the Service when reasonably requested
• Report bugs, errors, and issues you encounter
• Use the Service in good faith for its intended business purposes
• Not abuse the free access or use the Service for purposes inconsistent with beta testing

4.3 Data Usage for Service Improvement

By participating in the beta programme, you grant us permission to:

• Analyse how you use the Service to identify improvements and optimisations
• Review the structure, format, and characteristics of data you upload (without accessing your confidential business content) to improve our data processing capabilities
• Use aggregated and anonymised usage data to inform product development decisions
• Monitor system performance and identify areas for improvement

We will not sell your data to third parties or use your confidential business information for any purpose other than providing and improving the Service. See our Privacy Policy for full details.

4.4 Enhanced Liability Limitation for Beta Testers

In addition to the general limitation of liability in Section 16, beta testers using the Service without charge acknowledge that:

• The Service is provided "AS IS" and "AS AVAILABLE" without any warranties of any kind
• We make no representations or warranties regarding the reliability, accuracy, or completeness of any features
• You assume all risks associated with using a beta product, including potential data loss
• Our total liability to you for any claims arising from your use of the free beta Service shall be limited to the greater of (a) any fees actually paid by you to us in the twelve (12) months preceding the claim, or (b) one hundred pounds sterling (£100)
• You should maintain independent backups of any critical data

4.5 Transition from Beta

We reserve the right to:

• Transition the Service from beta to a paid offering at any time with reasonable notice
• Offer beta testers preferential pricing or continued free access at our discretion
• Require acceptance of updated terms as a condition of continued access
• Terminate beta access at any time for any reason with reasonable notice

5. Confidentiality and Non-Disclosure

Notice: This section constitutes a binding non-disclosure agreement between you and SYFT.AI LIMITED.

5.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to:

• Our Confidential Information: The Service's functionality, features, user interface designs, technical architecture, algorithms, source code, API specifications, product roadmaps, pricing strategies, business plans, and any other proprietary information relating to the Service
• Your Confidential Information: Your business data, customer information, product catalogues, pricing data, and any other information you upload to or process through the Service

5.2 Confidentiality Obligations

Each party agrees to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes contemplated by these Terms
• Take reasonable measures to protect the confidentiality of Confidential Information, using at least the same degree of care used to protect their own confidential information
• Limit access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations

5.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known by the receiving party before disclosure
• Is rightfully obtained from a third party without confidentiality restrictions
• Is independently developed without use of the Confidential Information
• Is required to be disclosed by law, provided that the disclosing party gives reasonable notice to allow the other party to seek protective measures

5.4 Duration

The confidentiality obligations under this section shall survive termination of these Terms and continue for a period of three (3) years following termination, or for as long as the information remains confidential, whichever is longer.

6. Non-Competition and Non-Solicitation

Important: This section contains restrictive covenants that limit certain activities during and after your use of the Service.

6.1 Non-Competition Covenant

During the term of your access to the Service and for a period of twelve (12) months following the termination of your access (the "Restricted Period"), you agree that you shall not, directly or indirectly:

• Develop, design, create, market, sell, license, or distribute any software, platform, or service that is substantially similar to or competitive with the Service
• Assist any third party in developing, designing, creating, marketing, selling, licensing, or distributing any such competing software, platform, or service
• Use knowledge gained from access to the Service's functionality, features, or technical implementation to create a competing product

6.2 Scope of Non-Competition

For clarity, a "competing" product means any software or service that:

• Enables users to upload and process spreadsheet data for marketing purposes
• Provides automated data enhancement through AI or third-party data sources for product marketing
• Facilitates the creation and sending of personalised B2B marketing email campaigns with product data integration
• Combines spreadsheet data processing with automated product information retrieval and email campaign functionality

6.3 Non-Solicitation

During the Restricted Period, you agree not to:

• Solicit or attempt to solicit any of our employees, contractors, or consultants to leave our employment or engagement
• Solicit or attempt to solicit any of our customers or users to cease using the Service or to use a competing product
• Interfere with or disrupt our relationships with our service providers, partners, or data sources

6.4 Reasonableness

You acknowledge that:

• You will have access to our proprietary technology, trade secrets, and confidential business information
• The restrictions in this section are reasonable and necessary to protect our legitimate business interests
• The twelve-month duration and scope of restrictions are proportionate
• You have had the opportunity to seek independent legal advice before agreeing to these Terms

6.5 Remedies

You acknowledge that a breach of this section would cause us irreparable harm for which monetary damages would be inadequate. Accordingly, we shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

6.6 Severability of Restrictions

If any court of competent jurisdiction determines that any restriction in this section is unenforceable, the parties agree that such court shall have the power to modify such restriction to make it enforceable to the maximum extent permitted by law.

7. User Accounts and Registration

To access the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your password
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorised use of your account or any other breach of security
• Not share your account credentials with any third party
• Not create multiple accounts for the purpose of circumventing these Terms

We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or misleading.

8. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Upload, process, or transmit data that you do not own or have the legal right to use
• Upload data containing viruses, malware, or other harmful code
• Attempt to gain unauthorised access to the Service, other user accounts, or our computer systems
• Use the Service to violate any applicable law or regulation
• Infringe upon the intellectual property rights or other rights of any third party
• Use the Service to harass, abuse, or harm others
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Remove, alter, or obscure any proprietary notices on the Service
• Use any automated means to access the Service without our express permission
• Resell, sublicense, or provide the Service to third parties without authorisation

9. Email Marketing Compliance

When using Syft's email marketing features, you are the data controller for communications sent to your recipients. You represent and warrant that you will:

9.1 Legal Compliance

• Comply with all applicable laws and regulations, including the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations (PECR), and any other applicable anti-spam legislation
• Only send marketing emails to recipients who have provided valid consent or where you have another lawful basis for sending such communications
• Maintain accurate records of consent for all recipients

9.2 Email Content and Practices

• Include accurate sender identification and contact information in all emails
• Provide clear and functioning unsubscribe mechanisms in all marketing emails
• Honour unsubscribe requests within 10 business days (or such shorter period as required by law)
• Not use misleading subject lines or deceptive content
• Not send emails to purchased or harvested email lists
• Take full responsibility for all email content sent through the Service

9.3 Recipient Data

• Ensure you have the legal right to upload and process recipient data
• Keep recipient data accurate and up to date
• Respect recipients' rights under data protection legislation
• Not upload data relating to children under 18 without appropriate safeguards

9.4 Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or penalties arising from your email marketing activities, including any violation of anti-spam laws or data protection regulations.

10. Artificial Intelligence and Automated Processing

10.1 AI-Powered Features

The Service uses artificial intelligence and machine learning technologies to provide certain features, including:

• Automated product matching and data enhancement
• Intelligent column mapping and data structure detection
• Content suggestions and optimisations
• Data quality analysis and recommendations

10.2 Third-Party AI Services

Certain AI features are powered by third-party services. By using AI-powered features, you acknowledge that:

• Relevant portions of your data may be processed by third-party AI providers
• We minimise data sent to external AI services to only what is necessary
• Third-party AI providers are bound by appropriate data processing agreements
• AI outputs are provided as assistance and should be reviewed for accuracy

10.3 AI Limitations

You acknowledge that:

• AI-generated results may contain errors or inaccuracies
• AI features are assistive tools and do not replace human judgement
• You are responsible for reviewing and verifying AI-generated content before use
• We do not guarantee the accuracy, completeness, or reliability of AI outputs

11. Data Processing and Privacy

11.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which forms an integral part of these Terms. By using the Service, you consent to the data practices described in the Privacy Policy.

11.2 Data Controller and Processor Roles

In relation to your use of the Service:

• Your account data: We act as data controller for personal data you provide to us (account information, preferences, etc.)
• Your uploaded data: You act as data controller and we act as data processor for data you upload to the Service
• Email recipient data: You act as data controller for your customers' data that you upload and use for marketing campaigns

11.3 Data Processing Terms

To the extent that we process personal data on your behalf, we agree to:

• Process personal data only in accordance with your documented instructions
• Ensure that persons authorised to process personal data are bound by confidentiality obligations
• Implement appropriate technical and organisational security measures
• Not engage sub-processors without your general or specific prior authorisation
• Assist you in responding to data subject requests
• Delete or return all personal data at the end of the service relationship, subject to legal retention requirements
• Make available information necessary to demonstrate compliance with data protection obligations

11.4 International Data Transfers

Where your data is transferred outside the United Kingdom, we ensure appropriate safeguards are in place as described in our Privacy Policy, including Standard Contractual Clauses approved by the UK government.

12. Intellectual Property Rights

12.1 Our Intellectual Property

The Service, including all software, algorithms, designs, user interfaces, graphics, trademarks, logos, and documentation, is owned by or licensed to SYFT.AI LIMITED and is protected by copyright, trademark, patent, and other intellectual property laws of England and Wales and international treaties.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for its intended purposes in accordance with these Terms. This licence does not include:

• Any right to modify, copy, or create derivative works of the Service
• Any right to reverse engineer, decompile, or disassemble the Service
• Any right to sublicense, sell, or transfer access to the Service
• Any right to use our trademarks without prior written consent

12.2 Your Content and Data

You retain all ownership rights in the data and content you upload to the Service ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free licence to:

• Store, process, and display your User Content as necessary to provide the Service
• Create backups and copies for security and service continuity purposes
• Modify and adapt your User Content as necessary for processing and display within the Service
• Use aggregated and anonymised data derived from User Content to improve the Service (subject to Section 4.3 for beta testers)

This licence terminates when you delete your User Content or close your account, except for:

• Backup copies retained for a reasonable period
• Aggregated and anonymised data that cannot identify you or your business
• Data we are required to retain for legal compliance

12.3 Enhanced Data and Outputs

With respect to data enhanced or generated by the Service:

• Your enhanced data: You own the enhanced versions of your User Content (e.g., your product data with additional pricing information retrieved from third parties)
• Third-party data: Data retrieved from third-party sources (such as Amazon product information) may be subject to those third parties' terms of use
• AI outputs: You may use AI-generated content created using your data for your business purposes, subject to applicable third-party AI provider terms
• Email campaigns: You own the email templates and content you create using the Service

12.4 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose without compensation or attribution to you.

12.5 Third-Party Content

The Service may retrieve data from third-party sources. We do not claim ownership of third-party content and make no warranties regarding its accuracy or availability. You are responsible for compliance with any applicable third-party terms when using such data.

13. Fees and Payment

13.1 Pricing

Access to the Service may be subject to fees as published on our website or as agreed in writing. Beta testers may receive free access as specified in Section 4.

13.2 Payment Terms

Where fees apply:

• All fees are quoted and payable in pounds sterling (GBP) unless otherwise specified
• Fees are exclusive of VAT, which will be added where applicable
• Payment is due in advance unless otherwise agreed
• We may suspend access to the Service for overdue payments

13.3 Changes to Pricing

We may change our pricing at any time. For existing subscribers, price changes will take effect at the next renewal period following notice of the change.

14. Service Availability and Modifications

14.1 Availability

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. The Service may be unavailable due to:

• Scheduled maintenance (we will provide reasonable notice where possible)
• Emergency maintenance or security updates
• Factors beyond our reasonable control
• Third-party service disruptions

14.2 Modifications

We reserve the right to modify, update, or discontinue any aspect of the Service at any time. For significant changes, we will provide reasonable notice. Your continued use of the Service following any changes constitutes acceptance of those changes.

15. Third-Party Services and Links

The Service may integrate with or contain links to third-party services. We are not responsible for:

• The availability, accuracy, or content of third-party services
• Any transactions between you and third-party providers
• Third-party terms of service or privacy practices
• Any loss or damage arising from your use of third-party services

Your use of third-party services is at your own risk and subject to those services' terms and conditions.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY
• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA OR CONTENT OBTAINED THROUGH THE SERVICE
• WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS

Nothing in these Terms excludes or limits warranties that cannot be excluded or limited under applicable law, including under the Consumer Rights Act 2015 for consumers.

17. Limitation of Liability

17.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SYFT.AI LIMITED BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, business, savings, or goodwill
• Any loss of data or data corruption
• Any damages arising from business interruption
• Any damages arising from your reliance on AI-generated content

17.2 Cap on Liability

Our total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the greater of:

• The total fees paid by you to us in the twelve (12) months preceding the claim; or
• One hundred pounds sterling (£100)

17.3 Exceptions

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be limited or excluded by law

18. Indemnification

You agree to indemnify, defend, and hold harmless SYFT.AI LIMITED, its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Any data you upload or process through the Service
• Your email marketing activities conducted through the Service
• Any claim that your User Content infringes intellectual property rights

19. Termination

19.1 Termination by You

You may terminate your account at any time by contacting us or using the account deletion feature in the Service. Upon termination:

• Your access to the Service will cease immediately
• You may request export of your data before termination
• Any prepaid fees are non-refundable unless otherwise required by law

19.2 Termination by Us

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including if:

• You breach any provision of these Terms
• You engage in conduct harmful to us, other users, or third parties
• We are required to do so by law
• We discontinue the Service
• Your account has been inactive for an extended period

19.3 Effect of Termination

Upon termination:

• All licences granted to you under these Terms will immediately terminate
• You must cease all use of the Service
• We may delete your account and User Content after a reasonable retention period
• Sections that by their nature should survive termination will survive (including Sections 5, 6, 12, 16, 17, 18, and 21)

20. Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes:

• We will update the "Last updated" date at the top of these Terms
• For material changes, we will notify you by email or through a prominent notice in the Service
• We will provide at least 30 days' notice before material changes take effect
• Your continued use of the Service after changes take effect constitutes acceptance of the new Terms

If you do not agree to the modified Terms, you must stop using the Service and close your account.

21. Governing Law and Dispute Resolution

21.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

21.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

21.3 Alternative Dispute Resolution

Before initiating legal proceedings, we encourage you to contact us to attempt to resolve any dispute informally. If you are a consumer, you may be entitled to use an alternative dispute resolution service.

22. General Provisions

22.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

22.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

22.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.

22.4 Assignment

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

22.5 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us.

22.6 Third-Party Rights

These Terms do not confer any rights on any person or party other than the parties to these Terms and their respective successors and permitted assigns, and nothing in these Terms shall be construed to create any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

22.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of government, war, terrorism, pandemic, or infrastructure failures.

22.8 Notices

All notices to us should be sent to legal@syft.it. Notices to you will be sent to the email address associated with your account.

23. Contact Information

If you have any questions about these Terms of Service, please contact us:

• Company: SYFT.AI LIMITED
• Email: legal@syft.it
• Website: https://syft.it

For privacy-related enquiries, please contact privacy@syft.it or see our Privacy Policy.