Terms & Conditions
1. Definitions
“Syntrix” refers to Syntrix Technologies Limited. “Client” refers to the organisation purchasing services. “Services” include software development, UI/UX design, cloud services, cybersecurity, AI chatbot development, and related digital solutions. “Proposal/Quote” means a written offer issued by Syntrix. “Statement of Work (SOW)” means a project-specific document outlining deliverables and milestones. “Purchase Order (PO)” means a client-issued document referencing Syntrix’s proposal.
2. Contracting Structure
A binding agreement is formed when the Client signs a Proposal/Quote, signs a Statement of Work (SOW), or issues a Purchase Order accepted by Syntrix. If conflict exists: (1) SOW prevails, (2) Proposal/Quote, (3) these Terms & Conditions, (4) PO terms (unless agreed otherwise).
3. Services Provided
Syntrix provides software development, UI/UX design, cybersecurity services, cloud migration, AI chatbot development, maintenance, support, consulting, and digital transformation services. Syntrix may update methodologies without reducing quality.
4. Client Responsibilities
The Client must provide accurate information, system access, resources, approvals, data, and cooperation. The Client must comply with Syntrix’s Acceptable Use Policy (AUP). Clients must maintain independent backups except where contracted otherwise.
5. Pricing & Payment Terms
Pricing is per the Proposal or SOW. Payment models may include upfront percentage, milestones, monthly subscription, or PO-based billing. Payment model will be defined in the SOW or Proposal. Late payments may incur 4% above Bank of England base rate or as per the Late Payment of Commercial Debts Act 1998.
6. Delivery, Acceptance & Risk
Syntrix will use reasonable skill and care to deliver services. Deliverables are accepted when the Client signs acceptance, uses Deliverables in production, or 10 business days pass without material defect notice.
7. Intellectual Property (IP)
Client retains ownership of pre-existing materials. Syntrix retains ownership of tools, code libraries, frameworks, AI models, and methodologies. Upon full payment, Syntrix grants a perpetual, royalty-free licence for the Client's internal use. Full IP assignment is available at additional cost.
8. Third-Party Services
Third-party services (cloud, licensing, cybersecurity tools) are governed by their own terms. Syntrix is not liable for third-party downtime, price changes, or security breaches attributable to third-party platforms.
9. Warranties
Syntrix warrants services will be delivered with reasonable skill and care and meet written specifications. Syntrix does not warrant that software will be error-free, that cybersecurity services will prevent all breaches, or that cloud services will be uninterrupted.
10. Limitation of Liability
Syntrix is not liable for lost profits, data loss (unless contracted for backups), indirect, incidental, or consequential damages. Total liability is limited to fees paid in the preceding 12 months. Nothing limits liability for fraud or personal injury caused by negligence.
11. Confidentiality
Both parties must keep confidential information private and use it solely for contractual purposes. Confidentiality obligations survive termination.
12. Data Protection (UK GDPR)
Syntrix will follow UK GDPR requirements, process data only under client instruction, apply appropriate technical and organisational measures, notify breaches without undue delay, and use GDPR-compliant sub-processors. A separate Data Processing Agreement (DPA) can be provided.
13. Termination
Either party may terminate with 30 days’ written notice or immediately for material breach. Upon termination, the Client must pay for all completed work. Licences granted may be revoked. Confidential information must be returned or deleted.
14. Acceptable Use Policy (AUP)
Client must not break laws, upload malicious code, attempt unauthorised access, distribute illegal content, engage in fraud, send spam, harm minors, or violate third-party rights. Syntrix may immediately suspend services for AUP violations.
15. Suspension of Services
Syntrix may suspend services for overdue payments, suspected security risks, AUP violations, or third-party service suspension. Services resume after issues are resolved.
16. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control including cyberattacks, network outages, natural disasters, or supplier failures.
17. Governing Law & Jurisdiction
This Agreement is governed by the laws of England & Wales. Disputes shall be resolved exclusively in the courts of England & Wales.
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