(A). Where Content is provided by Synaptic Software Limited (we/us), we will make reasonable efforts to ensure that the Content is accurate and up to date;
(B). We cannot guarantee the accuracy of any Content not provided by us and nor can we assist you or your Authorised Users with the interpretation of the Content or give any legal compliance or financial/investment advice. You and your Authorised Users use the Content at your own risk, and you alone are responsible for ensuring that you comply with any applicable law or regulations; and
(C). Where Content is provided by third parties we are not responsible for any errors, omissions or defects in such Content and we do not make any representations or give any warranties as to the accuracy or completeness of the Content. We do not check, monitor or endorse any third party products, services or Content and you and your Authorised Users use these services at your own risk.
For the avoidance of doubt, Content is defined as ‘information (including quotations, documents, data, text, names, images, pictures, logos and icons) and third party functionality which is provided to or accessible by you or your Authorised Users through the Products and Services being supplied to you by us’.
This licence agreement (Licence) is a legal agreement between you and Synaptic Software Limited (a company registered in England and Wales under number 3136234) whose registered office is at 65 Gresham Street, London, EC2V 7NQ.
for: Access to each and any of the eight modules within Synaptic Suite We licence use of the Synaptic Suite Software and documentation to you on the basis of this Licence. We do not sell the Synaptic Suite Data or documentation to you. We remain the owners of the Software and documentation at all times.
SYSTEM REQUIREMENTS: This Software requires an internet browser with a minimum of either Microsoft Internet Explorer (current version as well as two prior versions) or the current release of Google Chrome, Mozilla Firefox or Safari.
IMPORTANT NOTICE TO ALL USERS:
You should print a copy of this Licence for future reference.
You or Your: The party entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Synaptic Software Limited (a company registered in England and Wales under number 3136234) whose registered office is at 65 Gresham Street, London, EC2V 7NQ.
Authorised Users: any person in the business unit or units that we have agreed with you is or are to benefit from the subscription.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.
Content: Content provided by us to you under this agreement.
Data: means all data, including Subscriber Data embodied in any electronic or tangible medium which is provided by you to us for the purposes of this agreement.
"Data Protection Legislation" means the Data Protection Act 1998, and from 25 May 2018, the General Data Protection Regulation (EU 2016/679) or any replacement legislation applicable in England and Wales from time to time and any other applicable laws relating to the processing of personal data Services: means Portal Services, hosting services and provision of Content, as the context requires.
Portal Services: the services we provide to allow you to access Content and use interactive services on our website.
Software: The software provided by us or by our suppliers which enables you to use the Services, including data schemas, data models, databases and the like.
Subscriber Data: The data input by you (and anyone authorised by you) for use in conjunction with the Content.
Subscription Fee: The subscription fee for the Services to be provided under this agreement.
Subscription Period: The period is in respect of which a Subscription Fee is payable.
2. AUTHORITY AND LICENSE FOR USE
2.1. We authorise you and your Authorised Users to use the Portal Services for which you agree to pay us the Subscription Fee.
2.2. In respect of the Synaptic Risk software module only:
a. the Subscription Fee shall be £1, which when you have "ticked" the box accepting these terms and conditions we hereby acknowledge receipt of.
b. the Subscription Fee is for a minimum of 24 months, at the end of the initial 24 months the Subscription Period will continue on a rolling monthly basis unless terminated in accordance with Clause 9.
For all other modules of Synaptic Suite, the contract payment terms set out in the respective contracts apply.
2.3. We have the right to increase the Subscription Fee in January each year we will notify you at least 6 months in advance of any increase in the Subscription Fee,
2.4. This authority and licence starts when you enter into this agreement and ends if this agreement is terminated under clause 9.
2.5. You may search, view, copy and print out material containing Content for your own business purposes;
3. AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES
3.1. We hereby grant you on the terms and conditions of this agreement a non-exclusive, non- transferable licence to access the Software through the Portal Services and to use the Software solely for your business purposes (and for the avoidance of doubt, nothing in this agreement grants to you any rights whatsoever in or relating to the source code of the Software);
3.2. You shall not store, distribute or transmit any material through the Portal Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
3.3. You shall not:
a. attempt to duplicate, modify, disclose or distribute any portion of the Software; or
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
c. use the Software or hosting services to provide hosting services to third parties, without our prior written consent; or
d. transfer, temporarily or permanently, any rights or obligations under this agreement, or attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.
3.4. We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under the terms of this agreement.
4. YOUR OBLIGATIONS
a. copy, print out or otherwise reproduce any Content nor any material relating to part of the Services, except as permitted under this agreement or authorised by us in writing;
b. make any part of the Content or of the Services available to anyone, except as permitted under this agreement or authorised by us in writing;
c. subject to clause 4.3 below, alter any part of the Content or Services;
d. purport to assign or otherwise dispose of your rights under this agreement.
4.2. You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Content or Services using accounts created with your username and password. You acknowledge and agree that we and our licensors own all intellectual property rights in the Software, the Content and the Services. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Content, Services or any related documentation.
4.3. You are solely responsible for the appropriate use and adaption of our Content for your own use and in your provision of advice and services to your clients.
4.4. You recognise and accept that in our Content we are not providing financial advice (such as would be given by a financial adviser or accountant). You recognise and accept that we are not FCA regulated and our employees are not practising financial advisers.
4.5. You must inform any individuals using the Services on your behalf that neither we nor our employees are giving financial advice.
4.6. Subject to clause 5 (Our obligations), you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse, and any unauthorised use or misuse by your employees, agents or sub-contractor and by any third party where such use or misuse is permitted or facilitated by you, your employee, agent or sub-contractor, of the Software or Services, provided that:
a. you are given prompt notice of any such claim;
b. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense.
4.7. You will maintain adequate and appropriate professional indemnity insurance in relation to any professional services you provide.
4.8. You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 5.5, you should use your own virus protection software.
4.9. By submitting any individual's personal information to us or our affiliates, service providers and agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with the terms of this agreement
4.10. By accepting the terms of this agreement you agree to permit us to use, process, manipulate, licence, sell and exploit any Data provided by you or your Authorised Users, provided such Data is modified and edited to become aggregated or anonymous and which would no longer be treated as personal data as defined in the Data Protection Legislation. You are the Data Controller of the Data, and you warrant, represent and undertake to us that you have lawful grounds for processing the Data.
4.11. You confirm that the information relating to the subject matter and duration of the processing; the nature and purpose of the processing; the type of personal data; the categories of data subjects; and the obligations and your rights have been set out in this Agreement and in Schedule 1 (Personal Data and Processing activity).
4.12. You shall indemnify and keep us indemnified against any liability, fines, claims, demands, expenses and costs (including legal fees) arising as a result of: any breach of Data Protection Legislation by you, or us acting in accordance with your instructions.
5. OUR OBLIGATIONS
5.1. We warrant that you will not infringe any third party intellectual property rights by using the Portal Services and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the Know-how infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made. This warranty and indemnity are unlimited.
5.2. In relation to any part of the Software owned by us we shall defend you against any claim that your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
a. we are given prompt notice of any such claim;
b. you provide reasonable co-operation in the defence and settlement of such claim, at our expense; and
c. we are given sole authority to defend or settle the claim.
5.3. In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to you. We shall have no liability if the alleged infringement is based on:
a. modification of the Software by anyone other than us; or
b. your use of the Software in a manner contrary to the instructions given to you by us; or
c. your use of the Software after notice of the alleged or actual infringement from us or any other person.
5.4. The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
5.5. We will take reasonable steps to ensure that Software we supply to you as part of the Service are virus- free.
5.6. We will use our reasonable endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our reasonable endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data.
5.7. We will use our reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime for the purposes of maintenance, with a notice on the website, where reasonably practicable maintenance will be scheduled outside normal United Kingdom office hours.
6.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
a. is or becomes publicly known other than through any act or omission of the receiving party; or
b. was in the other party's lawful possession before the disclosure; or
c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2. Subject to clause 6.7, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
6.3. Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this agreement.
6.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
6.5. You acknowledge that our Confidential Information includes the Software and the Subscription Fee.
6.6. We acknowledge that the Subscriber Data is your Confidential Information.
6.7. This clause shall survive termination of this agreement, however arising.
7.1. We give you no warranty or assurance, except as set out in clause 5 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
7.2. Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our reasonable endeavours to maintain and to develop our Services. However, you should note in particular:
a. All information provided by us is supplied ‘As Is'. We do not undertake any due diligence or obligation to consider whether the information provided to or by us is either sufficient or appropriate for any particular purpose.
c. We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration.
d. We may change part or all of any Service at our discretion.
8.1. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
a. any breach of this agreement;
b. any use made by you of the Services or the Software or any part of them; and
c. any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
8.2. Except as expressly and specifically provided in this agreement and particularly clause 5.1:
a. you assume sole responsibility for results obtained from the use of the Software and the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage or losses or costs caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and
b. all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
8.3. Nothing in this agreement excludes our liability:
i. for death or personal injury caused by our negligence; or
ii. for fraud or fraudulent misrepresentation.
8.4. Subject to clause 8.3 above:
a. we shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
b. our 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 this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
8.5. Under this clause, our liability includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, "you" includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.6. We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, power outages, cyber attacks, failure of a utility service or internet service provider or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
9.1. This agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach.
9.2. In respect of the Synaptic Risk software module only:
a. This agreement may be terminated by us on 3 month's notice.
b. This agreement may be terminated by you, at the end of the initial 12 month Subscription Period on 3 months' notice in writing to the Finance Department at Synaptic Software Limited, Fusion 1, Parkway, Solent Business Park, Whiteley, Hampshire, PO15 7AA.
For all other modules of Synaptic Suite, the notice periods for termination set out in the respective contracts apply.
9.3. On termination of this agreement for any reason:
a. all licences granted under this agreement shall immediately terminate;
b. we may destroy or otherwise dispose of any of the Subscriber Data in our possession and
c. termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
10. GENERAL PROVISIONS
10.1. The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-licence, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
10.2. This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
10.4. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.5. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.6. This agreement, and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.7. English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
'Customer' means you.
'Personal Data' and 'Data Controller' are as defined in the Data Protection Legislation.
'We' refers to Synaptic.
Categories of Data Subjects
Data Subjects include Customer’s representatives (being Customers’ employees and contractors) and End Clients (being customers of the Customer) and.
Categories of Personal Data
The Personal Data processed concern the following categories of data:
Customer personal data
Controller of Data
The control of Personal Data remains with Customer. Customer is responsible for compliance with its obligations as Data Controller, in particular for justification of any transmission of Personal Data to Synaptic (including providing any required notices and obtaining any required consents), and for its decisions concerning the Processing and use of the Personal Data.
Purpose of processing
The Personal Data transferred will be subject to the following basic processing activities:
Synaptic reserves the right to anonymise personal data for aggregation purposes where all personal data identifiers have been removed and re-identification made impossible.
Synaptic shall not otherwise (i) Process and use Personal Data for purposes other than those set forth in the Agreement or as instructed by Customer, or (ii) disclose such Personal Data to third parties other than to its Sub-processors for the aforementioned purposes or as required by law.
Cross border and onward transfer of data
We will not store or directly transfer the Personal Data/ Special Category Data outside of the EEA.
However, an Authorised User who uses the service to process personal data using a computer outside of the EEA may affect a transfer of data outside of the EEA.
Data retention period
We will retain personal data relating to the Customer and the End Clients if the Authorised User is contracted with Synaptic to use the service. After a contract has been terminated, all Customer and their End Clients’ data will be deleted within a 30-day period.
Rights of Data Subject
Right to rectification Right to restrict processing Right to data portability
Synaptic will grant Customer electronic access to Synaptic Suite for the Customer’s that holds Personal Data to permit Customer to delete, release or correct access to specific Personal Data or, if that is not practicable and to the extent permitted by applicable law, Synaptic will follow Customer’s detailed written instructions to delete, release, correct or block access to Personal Data.
Right to withdraw consent
The Customer and the End Client each have the right to withdraw their consent for their Personal Data being stored within the service during the term, and notwithstanding the Fees will continue for the minimum term.
Customer is responsible for managing their Authorised Users and End Clients consent and has been granted a process for deleting personal details relating to that Data Subject.
Right to lodge a complaint
Synaptic is not regulated by a supervisory authority as a software vendor. Customer is responsible for Data Subject’s complaints to the industry regulator being the Financial Conduct Authority.
Automated decision making
Synaptic Suite does not provide any automated decision making.