Terms of Service

Last updated: 19 April, 2024

Between

(1) SYNTINUL LIMITED with registered office 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF and company number 15688742 ("Syntinul"); and

(2) The Customer as identified in the Order ("Customer")

1. Definitions

1.1. In this Agreement, the following words will have the following meanings:

"Agreement" means these Terms of Service.

"Confidential Information" means the provisions of this Agreement and in relation to either Party, all information, in any form or medium, which is secret or otherwise not publicly available (either in its entirety or in the precise configuration or assembly of its components), including commercial, financial, marketing or technical information, accounts, business plans, business methods, strategies and financial forecasts, tax records, correspondence, designs, drawings, manuals, specifications, customer or sales or supplier information, technical or commercial expertise, software, formulae, processes, methods, knowledge, know-how and trade secrets, whether disclosed orally, in writing or by electronic means, before or after the date of this Agreement.

"Effective Date" means the date that the Order is accepted by Syntinul.

"Fees" means the fees for the Services as specified in the relevant Order.

"Force Majeure" means any event outside the reasonable control of either Party affecting that Party's ability to perform any of its obligations (other than payment) under this Agreement including act of God, fire, flood, lightning, illegality, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, lock outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services including telecommunications and internet services.

"Intellectual Property Rights" means any and all rights in and to any patent, copyright, database, design, trade mark, service mark, domain name, know-how, utility model, business method or process, whether such right is registered or not, or where relevant, any application for any such right, or other industrial or intellectual property right anywhere in the world.

"Order" means the specific order for Services as accepted by Syntinul during the relevant purchase and sign-up process.

"Party" or "Parties" means Syntinul and/or the Customer as the context may require.

"Service" means the services to be supplied by Syntinul under this Agreement, in accordance with the relevant Subscription/Plan and Order.

"Service Systems" (also referred to as "Assets" or "Targets" from within the Syntinul Portal) means the system or systems as identified by an IP or network address that have been added into the Syntinul Portal.

"Subscription" or "Plan" means the relevant plan (Essential, Business, Enterprise, Trial or other customised plans), including quantity, as made available by Syntinul, along with the associated Fees and Term as specified in the relevant Order.

"Syntinul Portal" means the online web portal through which the Customer defines their Target Systems, view scan results, and manage their account.

"Term" means the monthly, annual, or other fixed period as set out in the relevant Subscription or Order.

"Trial" means the paid trial of Syntinul available Customers.

2. The Service and Syntinul’s Obligations

2.1. Syntinul shall use reasonable skill and care in providing the agreed Services.

2.2. Syntinul shall make reasonable endeavours to ensure that the Service is available to the Customer.

2.3. Syntinul shall conduct scans against TCP ports 0-65,535 and 1,000 common UDP ports for customers with a Subscription.

2.4. Syntinul shall conduct scans against Target Systems at any time or day after a scan has become due, and in accordance to the Customer’s Subscription or Plan.

2.5. Syntinul shall make reasonable endeavours to ensure that the results from scans are accurate. However, the Customer acknowledges that Syntinul cannot guarantee accuracy of results.

3. Customer Obligations

3.1. The Customer shall ensure that, for the duration of the Term, it has ownership, or appropriate written consent, that permits Syntinul to perform scans against any Target System.

3.2. The Customer hereby grants Syntinul the right to perform scanning against any Target System and accepts any liability that may arise as a result of the scanning of Target Systems that the Customer did not have appropriate written consent for.

3.3. The Customer shall make reasonable endeavours to prevent unauthorised access or use of the Service. In the event of unauthorised access or use, the Customer should notify Syntinul of this immediately.

3.4. The Customer undertakes that where it uses the Service in any jurisdiction or territory other than the United Kingdom, it shall be wholly responsible for ensuring that the use of the Service in that jurisdiction or territory complies with applicable laws or regulations.

3.5. The Customer acknowledges that in order for Syntinul to provide the agreed Services, it will perform scanning on Target Systems that may result in an increase of network bandwidth usage and/or system processing. Syntinul is not responsible for any consequences of Customer network bandwidth or processing capacity limitations. In the event where the use of the Service causes disruption, the Customer should cancel the scan and contact support if appropriate.

4. Fees

4.1. The Fee under this Agreement is payable by the Customer in full on the Effective Date and on the first day of each month or year (as set by the Term) thereafter, in advance of any access to the Services. In the event your payment method is by payment card, you authorise us to automatically take further payment on renewal of the Term, until you instruct us otherwise.

4.2. The Fee payable under this Agreement is exclusive of value added, sales, withholding or any similar tax, import or customs duties, which (if due) shall be paid in addition by the Customer to Syntinul at the then prevailing rate.

4.3. If any sum payable under this Agreement is not paid when due then until payment is made in full Syntinul shall be entitled to:

(a) suspend access to the Services; and

(b) charge interest on any overdue payment at the rate of 4% per annum above the base rate of the Bank of England.

4.4. Syntinul reserves the right to modify the Fees at any time and will notify the Customer of any such changes by email.

4.5. If Syntinul increases its Fees for the Services, the new Fees will be communicated to the Customer at least 30 days prior to taking effect. Subscription payments after the date the changes are due take effect will reflect the new Fees.

4.6. If the Customer does not agree with any Fee changes, it has the right to cancel their Subscription via the Syntinul Portal and terminate the Agreement. Such termination will take effect at the end of the current Term.

5. Term, Mid-term Subscription Changes, Termination and Suspension

5.1. This Agreement is effective from the date that the Customer first accesses our Services and shall remain effective until the end of the Term.

5.2. At the end of the relevant Term the Order will be automatically renewed for successive periods equivalent to the Term (each a "Renewal Period"), unless either party notifies the other party of termination, before the end of the Term or any Renewal Period, in which case this Order shall terminate upon the expiry of the applicable Term or Renewal Period. The Customer will not be entitled to any refund or credit for any portion of the Fee for any unused part of the Term already paid for. In the event your payment method is by payment card, you authorise us to automatically take further payment on renewal of the Term, until you instruct us otherwise.

5.3. The Customer may upgrade or downgrade their Subscription at any time. Where Customers modify their Subscription mid-term, a prorated credit will be applied to their account for unused time, which can be used against the cost of Subscription purchases. Credits are non-transferable and non-exchangeable for cash or other credit in kind. An additional fee of up to 10% may be applied to payments where Customers have made more than four modifications to their Subscription in any 6 month period.

5.4. Syntinul may immediately terminate this Agreement, and/or suspend access to and use of our Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. The Customer understands that Syntinul may exercise this right at its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Syntinul. This Agreement will also terminate automatically if the Customer fails to comply with any term or provision of this Agreement.

5.5. Upon termination of this Agreement for any reason whatsoever:

(a) the relationship of the Parties shall cease and all rights granted under this Agreement to access and use the Service shall cease immediately;

(b) any provision which is expressly or by implication intended to come into force or remain in force on or after termination will continue in full force and effect.

5.6. The termination of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued up to the date of termination.

6. Intellectual Property Rights

6.1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Syntinul to the Customer, or from the Customer to the Syntinul.

7. Confidentiality

7.1. Each Party shall keep and procure to be kept secret and confidential all Confidential Information of the other Party disclosed or obtained as a result of the relationship of the Parties under this Agreement and shall not use nor disclose the same except in relation to the performance of this Agreement or with the prior written consent of the other Party. Where disclosure is made by a Party of the other Party's Confidential Information, to any employee, agent or consultant, it shall be done subject to obligations equivalent to those set out in this Agreement. Each Party agrees to use its best endeavours to procure that any such employee, agent or consultant complies with such obligations provided that each Party shall continue to be responsible to the other Party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.

7.2. The obligations of confidentiality in this clause shall not extend to any information which the other Party can show:

(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or

(b) was in its written records prior to the date of this Agreement and not subject to any confidentiality obligations; or

(d) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

7.3. This clause shall survive termination of this Agreement.

8. Limitation of Liability and Indemnity

8.1. This clause sets out the entire financial liability of Syntinul (including any liability for the acts or omissions of its employees, representatives, agents and sub-contractors) to the Customer:

(a) arising under or in connection with the Agreement;

(b) in respect of any use made by the Customer of the Services or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

8.2. Except as expressly and specifically provided in the Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Syntinul shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Syntinul by the Customer in connection with the Services, or any actions taken by Syntinul at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

8.3. Nothing in the Agreement excludes the liability of Syntinul:

(a) for death or personal injury caused by Syntinul’s negligence; or

(b) for fraud or fraudulent misrepresentation.

8.4. Subject to clause 8.1 and clause 8.3:

(a) Syntinul shall not, in any circumstances, be liable for any losses, damages or otherwise, which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, wasted expenditure, loss or corruption of data and/or similar losses, or pure economic loss, or for any special damages (even if Syntinul was aware of the circumstances in which such special damage could arise), indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

(b) Syntinul’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid during the 12 (twelve) months immediately preceding the date on which the claim arose.

8.5. The Customer shall defend, indemnify and hold harmless, Syntinul against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the Customer’s use of the Services.

9. Construction

9.1. Entire Agreement

(a) This Agreement contains the entire agreement between the Parties in relation to its subject matter and supersedes any prior arrangement, understanding written or oral agreements between the Parties in relation to such subject matter.

(b) The Parties acknowledge that this Agreement has not been entered into wholly or partly in reliance on, nor has either Party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in this Agreement.

(c) Each Party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind this Agreement which it might otherwise have had in relation to them.

(d) All warranties, conditions, terms and representations not set out in this Agreement whether implied by statute or otherwise are excluded to the extent permitted by law.

(e) Nothing in this clause will exclude any liability in respect of misrepresentations made fraudulently.

10. Force Majeure

10.1. A Party will not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations (except for those in relation to payment) under this Agreement, and the date for performance of the obligations affected will be extended accordingly, as a result of Force Majeure, provided that such Party shall:

(a) promptly notify the other Party in writing of the matters constituting the Force Majeure and shall keep that Party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues; and

(b) take all reasonable steps available to it to minimise its effects on the performance of its obligations under this Agreement.

10.2. If Force Majeure continues for longer than 30 days' either Party may, whilst the Force Majeure continues, immediately terminate this Agreement by notice in writing to the other.

11. Applicable Law and Jurisdiction

11.1. This Agreement and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature) shall be governed by, and construed in accordance with, the laws of England.

11.2. All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.