Terms and Conditions

Terms and Conditions

TERMS AND CONDITIONS OF SERVICE

Last Updated: 7 July 2025
Version: 1.0

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

“Agreement” means these Terms and Conditions together with any Service Schedule, Statement of Work, or Order Form;

“AI Services” means the artificial intelligence-powered automation software and solutions provided by Syntra including chatbots, workflow automation, maintenance routing, lead capture, and related technologies for client installation and deployment;

“Client” means the property management company, landlord, or property owner contracting for the Services;

“Client Data” means all data, content, and information provided by Client or collected through the Services, including Tenant Data;

“Confidential Information” means any proprietary or confidential information disclosed by either party;

“Data Controller” and “Data Processor” have the meanings given in the UK GDPR;

“Effective Date” means the date on which these Terms come into force as set out in the Service Schedule;

“Intellectual Property” means patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights;

“Property Management System” or “PMS” means Client’s existing property management software platform;

“Services” means the AI automation software, code, documentation, and support services provided under the applicable Service Tier;

“Service Tiers” means Superintendent, Portfolio, or Empire service packages as defined in Schedule A;

“Syntra” means Syntra AI Solutions Limited, a company incorporated in England and Wales;

“Tenant” means occupants, residents, or prospective tenants of properties managed through the Services;

“Tenant Data” means personal data relating to Tenants processed through the Services;

“UK GDPR” means the UK General Data Protection Regulation as incorporated into UK law.

1.2 Interpretation

References to “including” or “includes” are without limitation. Headings are for convenience only and do not affect interpretation.

2. SERVICE PROVISION

2.1 Service Description

2.1.1 Syntra will provide AI automation software solutions and related support services as specified in the applicable Service Tier and Service Schedule.

2.1.2 Services include but are not limited to:

  • AI-powered software for tenant inquiry management
  • Automated maintenance request processing and routing systems
  • Lead capture and nurturing automation tools
  • Rent reminder and payment automation software
  • Property management system integration code and documentation
  • Multi-channel communication software (website, SMS, WhatsApp, email)
  • Reporting and analytics dashboard software
  • Installation support and documentation
  • Software updates and maintenance releases
  • Technical support for software implementation

2.1.3 Specific software features and support limitations for each Service Tier are detailed in Schedule A.

2.2 Support Levels

2.2.1 Syntra will use reasonable commercial endeavours to provide:

  • Software updates and bug fixes as required
  • Technical support for software installation and configuration
  • Documentation and training materials for software implementation
  • Response to support queries within specified timeframes
  • Software compatibility updates for major PMS platforms

2.2.2 Planned software updates will be provided with reasonable advance notice and documentation.

2.2.3 Support Level Agreement details are specified in Schedule B.

2.3 Software Delivery and Implementation Support

2.3.1 Software delivery begins upon execution of this Agreement and payment of applicable Setup Fees.

2.3.2 Syntra will provide:

  • Complete software package with installation documentation
  • Integration guides for supported PMS platforms
  • Configuration templates and setup instructions
  • Installation support via phone/video calls
  • Initial training on software features and administration

2.3.3 Implementation support timelines:

  • Superintendent: Up to 5 business days of support
  • Portfolio: Up to 10 business days of support
  • Empire: Up to 15 business days of support

2.3.4 Client is responsible for:

  • Installing software on their chosen infrastructure
  • Configuring integrations with their existing systems
  • Testing software functionality before go-live
  • Ongoing hosting and maintenance of the installed software

3. CLIENT OBLIGATIONS

3.1 Installation and Technical Responsibilities

3.1.1 Client will be responsible for:

  • Installing and hosting the software on appropriate infrastructure
  • Maintaining adequate server capacity and security measures
  • Ensuring compatible technical environment for software operation
  • Performing regular backups of software and data
  • Installing software updates and patches as provided by Syntra

3.1.2 Client will designate authorised technical personnel for software installation, maintenance, and support coordination.

3.1.3 Client will participate in training sessions and configuration reviews as scheduled during implementation.

3.2 Data and Content

3.2.1 Client warrants that it has lawful authority to provide all Client Data to Syntra.

3.2.2 Client will ensure all necessary tenant consents are obtained for AI processing of Tenant Data.

3.2.3 Client remains responsible for accuracy and completeness of property information and policies provided to Syntra.

3.3 Compliance

3.3.1 Client will maintain compliance with all applicable property management regulations and licensing requirements.

3.3.2 Client will ensure its use of Services complies with fair housing laws and anti-discrimination regulations.

3.3.3 Client will promptly notify Syntra of any regulatory changes affecting service delivery.

4. FEES AND PAYMENT

4.1 Service Fees

4.1.1 Client will pay monthly subscription fees as specified in the Service Schedule.

4.1.2 Setup fees are due within 30 days of Agreement execution.

4.1.3 Fees are exclusive of VAT and other applicable taxes.

4.2 Payment Terms

4.2.1 Monthly fees are due in advance on the first business day of each month via Stripe.

4.2.4 Late payments incur interest at 2% per month or the maximum legal rate, whichever is lower.

4.3 Fee Adjustments

4.3.1 Syntra may increase fees upon 90 days’ written notice, but not more than once per year.

4.3.2 Fee increases will not exceed 10% annually unless necessitated by third-party cost increases.

4.3.3 Client may terminate within 30 days of fee increase notice to avoid new rates.

5. DATA PROTECTION AND PRIVACY

5.1 Data Processing

5.1.1 The parties acknowledge that:

  • Client is the Data Controller for all data processed through the installed software
  • Client maintains full control over data processing activities
  • Syntra does not have access to Client’s data processed through the software
  • Client is responsible for ensuring data processing compliance

5.1.2 The software is designed to process data only as configured by Client and in accordance with Client’s instructions.

5.1.3 Syntra provides software with appropriate technical measures to enable data protection, but Client is responsible for implementing and maintaining these measures.

5.2 Data Security

5.2.1 The software includes security features such as:

  • Data encryption capabilities for data in transit and at rest
  • Access control and authentication systems
  • Audit logging functionality
  • Security configuration options

5.2.2 Client is responsible for:

  • Implementing and maintaining appropriate security measures
  • Configuring security features according to their requirements
  • Managing user access and maintaining password security
  • Monitoring for security incidents and data breaches
  • Ensuring secure hosting environment and infrastructure

5.2.3 Client will notify Syntra promptly of any software-related security vulnerabilities discovered.

5.3 Data Retention and Control

5.3.1 Client maintains full control over data retention periods and deletion policies for data processed through the software.

5.3.2 Upon termination, Client retains all data processed through the software and may continue using such data subject to applicable laws.

5.3.3 Syntra does not retain copies of Client’s data processed through the software, except for anonymised usage analytics that may be collected if Client consents to such collection.

6. INTELLECTUAL PROPERTY

6.1 Syntra IP

6.1.1 Syntra retains all rights in its AI algorithms, software, methodologies, and improvements developed during service provision.

6.1.2 Client receives a non-exclusive licence to use Syntra’s intellectual property solely for the purpose of receiving Services.

6.1.3 This licence terminates upon Agreement expiration or termination.

6.2 Client IP

6.2.1 Client retains ownership of all Client Data and pre-existing intellectual property.

6.2.2 Client grants Syntra a limited licence to use Client Data solely for service provision.

6.2.3 Syntra may use anonymised and aggregated data for service improvement and industry benchmarking.

6.3 Developments

6.3.1 Improvements to Syntra’s platform resulting from the relationship remain Syntra’s property.

6.3.2 Custom configurations specific to Client’s requirements are jointly owned.

7. CONFIDENTIALITY

7.1 Confidential Information

7.1.1 Both parties agree to maintain confidentiality of the other’s Confidential Information.

7.1.2 Confidential Information includes technical data, business information, and proprietary methodologies.

7.1.3 This obligation survives Agreement termination for five (5) years.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available through no breach of this Agreement
  • Was known prior to disclosure
  • Is independently developed
  • Must be disclosed by law or court order

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each party warrants that:

  • It has authority to enter this Agreement
  • Performance will not violate any third-party rights
  • It will comply with applicable laws and regulations

8.2 Service Warranties

8.2.1 Syntra warrants that Services will be performed with reasonable skill and care.

8.2.2 Syntra warrants that Services will substantially conform to specifications in the Service Schedule.

8.2.3 Syntra does not warrant that Services will be error-free or uninterrupted.

8.3 Disclaimers

8.3.1 EXCEPT AS EXPRESSLY STATED, ALL WARRANTIES ARE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.

8.3.2 Syntra does not warrant compatibility with all third-party systems or software.

8.3.3 AI-generated responses are based on training data and algorithms; accuracy cannot be guaranteed.

9. LIMITATION OF LIABILITY

9.1 Liability Cap

9.1.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, DATA PROTECTION VIOLATIONS, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

9.1.2 This limitation applies regardless of the theory of liability.

9.2 Consequential Damages

9.2.1 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

9.2.2 This exclusion applies even if the possibility of such damages was known.

9.3 Software Performance and Client Infrastructure

9.3.1 Syntra provides software solutions only and is not responsible for Client’s infrastructure, hosting environment, or data management decisions.

9.3.2 Client remains solely responsible for software installation, maintenance, security implementation, data backup, and system availability.

9.3.3 Syntra’s liability is limited to the software’s functionality as documented and does not extend to performance issues arising from Client’s infrastructure or configuration choices.

10. INDEMNIFICATION

10.1 Client Indemnification

Client will indemnify Syntra against claims arising from:

  • Client’s use of Services in violation of this Agreement
  • Unauthorised Client Data or content
  • Client’s violation of applicable laws or regulations
  • Property management decisions made by Client

10.2 Syntra Indemnification

Syntra will indemnify Client against third-party claims that Syntra’s technology infringes valid intellectual property rights, subject to Client providing prompt notice and cooperation.

11. TERM AND TERMINATION

11.1 Term

11.1.1 This Agreement commences on the Effective Date and continues for the Initial Term specified in the Service Schedule.

11.1.2 The Agreement automatically renews for successive one-year periods unless terminated with 90 days’ written notice.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if:

  • The other party materially breaches this Agreement and fails to cure within 30 days of notice
  • The other party becomes insolvent or enters administration or liquidation proceedings
  • Required regulatory approvals are withdrawn

11.3 Termination for Convenience

11.3.1 Client may terminate with 90 days’ written notice, subject to minimum term commitments.

11.3.2 Early termination fees may apply as specified in the Service Schedule.

11.4 Effect of Termination

11.4.1 Upon termination:

  • Syntra will cease providing support services and software updates
  • Client’s licence to use future software versions will be revoked
  • No further installation support or technical assistance will be provided

11.4.2 Client remains liable for fees incurred prior to termination.

11.4.3 Client retains full control of data processed through installed software.

12. FORCE MAJEURE

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, labour disputes, or telecommunications failures, provided prompt notice is given and reasonable endeavours are made to mitigate impact.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior negotiations, representations, and agreements relating to the subject matter.

13.2 Amendment

This Agreement may only be modified by written agreement signed by authorised representatives of both parties.

13.3 Assignment

Neither party may assign this Agreement without prior written consent, except to affiliates or in connection with a merger or acquisition.

13.4 Severability

If any provision is deemed invalid or unenforceable, the remainder of the Agreement remains in effect.

13.5 Notices

All notices must be in writing and delivered to the addresses specified in the Service Schedule or updated by written notice.

13.6 Governing Law

This Agreement is governed by English law and subject to the exclusive jurisdiction of English courts.

13.7 Compliance with Laws

Both parties will comply with all applicable laws, regulations, and industry standards, including but not limited to UK GDPR, property management regulations, and anti-discrimination laws.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

The parties will attempt to resolve disputes through good faith negotiation for 30 days before pursuing formal proceedings.

14.2 Mediation

If negotiation fails, disputes will be submitted to mediation under the Centre for Effective Dispute Resolution (CEDR) rules.

14.3 Litigation

If mediation is unsuccessful, disputes will be resolved through the courts of England and Wales.

SCHEDULE A: SERVICE TIERS

SUPERINTENDENT (1-50 Units)

  • 6-month minimum term
  • Core AI chatbot software package
  • Basic maintenance request routing system
  • Single PMS integration template and documentation
  • Website chat widget code
  • Installation support (up to 5 business days)
  • Email support (24-hour response during business hours)
  • Quarterly software updates

PORTFOLIO (51-200 Units)

  • 12-month minimum term
  • Multi-channel AI automation software (website, SMS, WhatsApp, email)
  • Advanced maintenance workflow automation
  • CRM integration templates and documentation
  • Tour scheduling software with calendar sync capabilities
  • Installation support (up to 10 business days)
  • Priority support (4-hour response during business hours)
  • Advanced analytics and reporting dashboard software
  • Monthly software updates

EMPIRE (200+ Units)

  • 24-month minimum term
  • Multi-property, multi-brand software deployment package
  • Complex workflow automation with approval chain systems
  • Custom API integration development and documentation
  • Advanced reporting and business intelligence software
  • Multi-language support software (up to 10 languages)
  • White-label branding customisation
  • Dedicated technical success manager
  • Installation support (up to 15 business days)
  • Priority support (2-hour response, emergency phone support)
  • Monthly software updates and quarterly feature reviews

SCHEDULE B: SUPPORT LEVEL AGREEMENT

Software Support

  • Bug Fixes: Critical bugs addressed within 48 hours, standard bugs within 5 business days
  • Software Updates: Regular updates provided quarterly with security patches as needed
  • Documentation: Comprehensive installation and user guides provided
  • Training: Initial training included in setup, additional training available

Technical Support Response Times

  • Superintendent: Email support within 24 hours during business hours
  • Portfolio: Priority support within 4 hours during business hours
  • Empire: Priority support within 2 hours during business hours, emergency phone support available

Support Scope

  • Included: Software installation guidance, configuration assistance, bug resolution, feature training
  • Excluded: Infrastructure management, data recovery, custom development, third-party integration issues not related to provided software

Software Performance

  • Compatibility: Guaranteed compatibility with specified PMS platforms
  • Updates: Major version updates included, migration assistance provided
  • Documentation: Updated documentation provided with each software release

SCHEDULE C: SOFTWARE TECHNICAL SPECIFICATIONS

[This would include detailed technical specifications for the software including system requirements, supported platforms, integration capabilities, security features, and configuration options]

SYNTRA AI SOLUTIONS LIMITED

Registered in England and Wales
Company Number: 16510381
Email: support@syntraaisolutions.com
Phone: 0333 335 6995

These Terms and Conditions are effective as of 7 July 2025 and supersede all previous versions. Syntra AI Solutions reserves the right to update these terms with appropriate notice to clients.

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