Terms of Service

The following terms have the meanings set forth below when used in this Agreement:

• "Aggregated Data" means data and information related to Customer's use of the Services that is used by Synthro in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
• "Customer Data" means all information, data, and content submitted, uploaded, or generated by or on behalf of Customer or its Authorized Users in connection with the use of the Services, including employee information, performance data, leave records, documents, and Personal Information.
• "Documentation" means Synthro's user guides, manuals, and help documentation for the Services made available at synthro.io/docs.
• "Harmful Code" means viruses, worms, time bombs, Trojan horses, malware, ransomware, and other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
• "Order" means the subscription plan selected by Customer (Basic, Premium, or Enterprise/Custom White Label), including the number of Authorized Users and any additional services or features.
• "Personal Information" has the meaning set forth in the Protection of Personal Information Act, 2013 (POPIA) and includes any information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person.
• "Services" means Synthro's cloud-based HRMS platform, including: NALA AI Assistant, employee management, performance reviews and PIPs, leave management, goals and OKRs, document management, business intelligence and analytics, B-BBEE and compliance tools, onboarding and offboarding, training and development, gamification and recognition, mobile applications, and all related software, updates, and Documentation.
• "Synthro IP" means the Services, including the NALA AI algorithms, source code, databases, know-how, methodologies, processes, technologies, and all other intellectual property provided by Synthro, excluding Customer Data.
• "Third-Party Products" means third-party products, applications, services, or websites that integrate with or are used in connection with the Services, including payment processors, cloud storage providers, and analytics platforms.
• "Usage Limitations" means the limitations on Customer's use of the Services set forth in the Order, including limits on the number of Authorized Users, storage capacity, and access to certain features based on the selected subscription tier.

The following terms have the meanings set forth below when used in this Agreement:

• "Aggregated Data" means data and information related to Customer's use of the Services that is used by Synthro in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
• "Customer Data" means all information, data, and content submitted, uploaded, or generated by or on behalf of Customer or its Authorized Users in connection with the use of the Services, including employee information, performance data, leave records, documents, and Personal Information.
• "Documentation" means Synthro's user guides, manuals, and help documentation for the Services made available at synthro.io/docs.
• "Harmful Code" means viruses, worms, time bombs, Trojan horses, malware, ransomware, and other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
• "Order" means the subscription plan selected by Customer (Basic, Premium, or Enterprise/Custom White Label), including the number of Authorized Users and any additional services or features.
• "Personal Information" has the meaning set forth in the Protection of Personal Information Act, 2013 (POPIA) and includes any information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person.
• "Services" means Synthro's cloud-based HRMS platform, including: NALA AI Assistant, employee management, performance reviews and PIPs, leave management, goals and OKRs, document management, business intelligence and analytics, B-BBEE and compliance tools, onboarding and offboarding, training and development, gamification and recognition, mobile applications, and all related software, updates, and Documentation.
• "Synthro IP" means the Services, including the NALA AI algorithms, source code, databases, know-how, methodologies, processes, technologies, and all other intellectual property provided by Synthro, excluding Customer Data.
• "Third-Party Products" means third-party products, applications, services, or websites that integrate with or are used in connection with the Services, including payment processors, cloud storage providers, and analytics platforms.
• "Usage Limitations" means the limitations on Customer's use of the Services set forth in the Order, including limits on the number of Authorized Users, storage capacity, and access to certain features based on the selected subscription tier.

a. Provision of Access

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including the Usage Limitations, Synthro will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 14(g)), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal HR and business management purposes. Synthro shall provide to Customer the necessary access credentials to allow Customer to access the Services.

b. Documentation License

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Synthro hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.

c. Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

• copy, modify, or create derivative works of any Synthro IP, whether in whole or in part;
• rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, including the NALA AI algorithms, in whole or in part;
• remove any proprietary notices, copyright markings, or branding from any Synthro IP;
• use any Synthro IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including but not limited to POPIA, the Employment Equity Act, the Basic Conditions of Employment Act, or the Labour Relations Act;
• access or use any Synthro IP for purposes of competitive analysis of Synthro or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Synthro's detriment or commercial disadvantage;
• bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials;
• input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful, defamatory, harassing, fraudulent, or that contain, transmit, or activate any Harmful Code;
• use the Services to store or process protected health information unless a separate Business Associate Agreement or Health Data Processing Addendum is executed with Synthro;
• use automated tools, bots, or scrapers to extract data from the Services without prior written approval from Synthro;
• exceed the Usage Limitations for Customer's selected subscription tier or use the Services in a manner that disrupts or degrades the performance of the Services for other customers.

d. Reservation of Rights

Synthro reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Synthro IP.

e. Service Suspension

Notwithstanding anything to the contrary in this Agreement, Synthro may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if:

• Synthro reasonably determines that there is a threat, attack, or security breach affecting any of the Synthro IP;
• Customer's or any Authorized User's use of the Synthro IP disrupts or poses a security risk to the Synthro IP or to any other customer or vendor of Synthro;
• Customer, or any Authorized User, is using the Synthro IP for fraudulent or illegal activities;
• Subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
• Synthro's provision of the Services to Customer or any Authorized User is prohibited by applicable law.

Synthro shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension.

f. Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, Synthro may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Synthro and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Synthro. Customer acknowledges that Synthro may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that Synthro may make Aggregated Data available to third parties including industry benchmarks and research in compliance with applicable law, provided that such Aggregated Data does not identify Customer or any individual.

a. General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

b. Third-Party Products

Synthro may from time to time make Third-Party Products available to Customer or allow for certain Third-Party Products to be integrated with the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

c. Customer Control and Responsibility

Customer has and will retain sole responsibility for:

• all Customer Data, including its content, accuracy, and lawful use;
• all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services;
• Customer's information technology infrastructure, including computers, software, databases, electronic systems, and networks;
• the security and use of Customer's and its Authorized Users' access credentials, including implementing appropriate security measures such as strong passwords and two-factor authentication;
• all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials;
• ensuring compliance with all applicable employment laws, including but not limited to POPIA, the Labour Relations Act, the Basic Conditions of Employment Act, the Employment Equity Act, and the Skills Development Act;
• obtaining all necessary consents from employees for the collection, processing, and storage of their Personal Information through the Services;
• maintaining backup copies of Customer Data, as Synthro's backup systems are for disaster recovery purposes only;
• properly configuring and using the Services' security features, including access controls, permission settings, and data retention policies.

d. Third-Party Service Failures and Limitations

The Services rely on third-party service providers for critical functionality, including but not limited to:

• Supabase (database hosting and backend infrastructure)
• Paystack (payment processing and subscription billing)
• OpenAI, Anthropic, and Moonshot AI (Kimi) (AI model providers for NALA)
• Cloudflare (security, CDN, and DDoS protection)
• Resend (transactional email delivery)

Synthro is not liable for service interruptions, data loss, security breaches, payment processing failures, or AI model unavailability caused by third-party provider failures, even if Synthro could have selected more reliable providers or implemented additional redundancy.

If a third-party provider experiences an outage or service degradation:

• Synthro will notify Customer via email and status page (status.synthro.io) within a reasonable timeframe;
• Synthro will use commercially reasonable efforts to restore service or implement workarounds;
• Service credits (if applicable under Section 15) will be prorated based on the duration of the outage, subject to SLA exclusions;
• Synthro's total liability for third-party provider failures is limited to service credits as described in Section 15; Synthro is not liable for consequential damages, lost profits, or business interruption.

RECOMMENDATION: Customer should maintain regular backups of critical data using the data export tools available in Account Settings → Data Export. Synthro's backups are for disaster recovery purposes only and may not be accessible upon request.

a. Data Processing

Synthro processes Personal Information in accordance with applicable data protection laws, including POPIA and GDPR where applicable. By using the Services, Customer appoints Synthro as a data processor (or service provider) to process Personal Information on Customer's behalf solely for the purpose of providing the Services.

b. Data Security

Synthro implements and maintains appropriate technical and organizational security measures designed to protect Customer Data from unauthorized access, use, alteration, or disclosure, including:

• Encryption of data in transit and at rest using industry-standard encryption protocols;
• Regular security audits and penetration testing;
• Access controls and authentication mechanisms;
• Employee training on data security and confidentiality;
• Incident response and breach notification procedures;
• Regular backups and disaster recovery systems.

c. Data Retention and Deletion

Synthro will retain Customer Data for the duration of the Subscription Period and for a period of 60 days thereafter to allow for data retrieval. After this period, Synthro will securely delete or anonymize Customer Data unless retention is required by law. Customer may request deletion of Customer Data at any time by contacting privacy@synthro.io.

d. Data Breach Notification

In the event of a confirmed data breach that affects Customer Data, Synthro will notify Customer without undue delay and within 72 hours of becoming aware of the breach, where feasible. Synthro will provide Customer with sufficient information to allow Customer to meet any data breach reporting obligations Customer may have under applicable law.

a. Subscription Fees

Customer shall pay Synthro the subscription fees ("Fees") for the selected tier and billing cycle as specified during the sign-up process or in the Order. Fees are payable in South African Rand (ZAR) and are exclusive of all applicable taxes.

Subscription Tiers:

• Basic: R49.99 per user per month (or R713.90 per user per year)
• Premium: R199.99 per user per month (or R2,039.90 per user per year)
• Enterprise: Custom pricing

b. No Free Trial — Paid Subscription from Day One

Synthro does not offer a free trial period. All subscriptions are paid from the date of sign-up. By selecting a plan and completing the sign-up process, Customer authorises Synthro to charge the applicable subscription fees immediately. There is no complimentary access period, grace period, or unpaid evaluation window unless explicitly agreed in a separate written Order signed by an authorised representative of Synthro.

• Payment on Sign-Up: Customer's chosen payment method is charged the applicable subscription fees on the date the account is created.
• Full Access from Day One: Customer receives full access to all features and functionality of the selected subscription tier immediately upon successful payment.
• No Automatic Conversion: There is no trial-to-paid conversion process — the subscription is a paid subscription from the moment it is created.
• Cancellation: Customer may cancel at any time. Cancellation stops future billing but does not entitle Customer to a refund of any fees already charged, except as provided in the Money-Back Guarantee below.

c. Payment Terms

• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless Customer cancels before the renewal date.
• Payment Methods: Payment must be made by credit card, debit card, or other payment methods accepted by Synthro through our payment processor (Paystack).
• Failed Payments: If Customer fails to make any payment when due, Synthro may charge interest on the undisputed past due amount at the rate of 2% per month. If such failure continues for ten (10) days or more, Synthro may suspend Customer's access to the Services until such amounts are paid in full.
• Price Changes: Synthro reserves the right to change, increase, or restructure subscription prices, plans, and feature allocations at any time and at its sole discretion. For existing paying Customers, any price increase to a current subscription will take effect upon at least thirty (30) days' notice (by email or in-app notice) and will apply from the Customer's next billing cycle following that notice; Customer's continued use of the Services after the change takes effect constitutes acceptance of the new pricing. New pricing for new subscriptions, promotional pricing, and Enterprise/custom quotes may change without prior notice.
• API, AI, and Infrastructure Costs: The Services rely on third-party artificial-intelligence, infrastructure, and API providers (including, without limitation, OpenAI, Moonshot AI (Kimi), Supabase, and payment and communication providers). Customer acknowledges that the costs charged to Synthro by these providers may increase or change at any time for reasons outside Synthro's control. Synthro reserves the right to adjust pricing, AI usage allowances, credit allocations, rate limits, or available features at any time to reflect such changes, and is not obligated to maintain any particular AI model, provider, allowance, or response speed.
• Taxes: Customer is responsible for all sales tax (VAT), use tax, excise tax, and any other similar taxes imposed by any governmental or regulatory authority.

d. 14-Day Money-Back Guarantee

Refund Eligibility

Because Synthro does not offer a free trial, we stand behind the product with a 14-day money-back guarantee on the first subscription payment. Customer may request a full refund within fourteen (14) calendar days of the date of their first payment. After that window closes, the payment is final and non-refundable.

Example Timeline:

• Day 0: Customer signs up and first payment is charged immediately
• Day 1–14: Customer evaluates the Services — full refund available on request
• Day 14: Refund window closes, payment becomes final
• Day 15+: No refund available on this payment; cancellation stops future billing only

This money-back guarantee applies only to the first subscription payment and does not apply to any subsequent renewal payments.

How to Request a Refund:

To request a refund, Customer must:

• Log into your account at synthro.io
• Navigate to Account Settings → Billing & Subscriptions
• Click "Request Refund"
• Provide a reason for the refund request (optional but appreciated)
• Submit the request directly through the system

Refunds are processed within five (5) to seven (7) business days to the original payment method. Customer will receive email confirmation once the refund has been processed.

Exclusions from Refund Policy:

This 14-day money-back guarantee does NOT apply to:

• Subscription renewals (only the first payment is eligible)
• Accounts that have been suspended or terminated for violation of these Terms
• Refund requests made more than fourteen (14) calendar days after the first payment date
• Enterprise custom pricing agreements (which have their own refund terms)
• Add-on services or one-time purchases

EU/UK/EEA Consumer Rights Waiver:

If Customer is a resident of the European Union, United Kingdom, or European Economic Area, by creating a Synthro account and making payment, Customer acknowledges that the Services begin immediately at Customer's request. Customer expressly consents to the immediate provision of Services and waives any statutory right of withdrawal or cancellation under applicable consumer protection laws if Customer has actively used the Services during the 14-day money-back guarantee window.

e. AI Features, NALA Usage, and Monthly Credits

Access to Synthro's artificial-intelligence features — including the NALA AI Assistant, AI document generation, performance-improvement-plan suggestions, and meeting-agenda generation — is provided on a fair-use basis and is subject to monthly usage allowances ("Credits"). AI features are available only on the Premium and Enterprise tiers; the Basic tier does not include AI features.

• Premium: Premium subscriptions include a monthly allowance of up to three hundred (300) AI Credits per user across all AI features.
• Enterprise: Enterprise (Custom / White Label) subscriptions may include unlimited or custom AI usage as agreed in the applicable Order, subject to reasonable fair-use and anti-abuse limits.
• Resets and Carry-Over: Credits reset at the start of each billing cycle and do not carry over, accumulate, or convert to cash, refunds, or account credit.
• Fair Use and Adjustment: Synthro may set, vary, or remove Credit allowances, per-feature limits, rate limits, and the underlying AI models or providers at any time and at its sole discretion, including to manage cost, prevent abuse, or maintain service quality. Excessive, automated, or abusive AI usage may result in throttling, suspension, or termination.
• No Guarantee of Output: AI-generated output is provided "as is" for informational and productivity purposes only, may be inaccurate or incomplete, does not constitute legal, financial, or professional advice, and must be reviewed by a qualified human before reliance. Synthro does not warrant the accuracy, availability, model, or response time of any AI feature.

a. Definition

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated or otherwise identified as "confidential" or would be considered confidential by a reasonable person ("Confidential Information").

b. Protection of Confidential Information

The receiving Party shall:

• protect the disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
• not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, advisors, and agents who have a need to know;
• be responsible for all acts and omissions of its Representatives as they relate to Confidential Information hereunder.

c. Return of Materials

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

a. Synthro IP

Customer acknowledges that, as between Customer and Synthro, Synthro owns all right, title, and interest, including all intellectual property rights, in and to the Synthro IP, including the Services platform, the NALA AI Assistant, all AI models, algorithms, and code, the Documentation, all trademarks and branding, and all improvements and enhancements thereof.

b. Customer Data

Synthro acknowledges that, as between Synthro and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Synthro a non-exclusive, royalty-free, worldwide license to use, display, and process the Customer Data as necessary to provide the Services to Customer.

c. Feedback

If Customer sends or transmits any communications or materials to Synthro suggesting or recommending changes to the Synthro IP, including new features or functionality ("Feedback"), Synthro is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback, provided that Synthro does not identify Customer as the source of the Feedback without Customer's prior approval.

d. Prohibited Uses of IP

Customer expressly agrees that it will not, and will not permit any Authorized User or third party to:

• Copy, extract, or replicate the NALA AI algorithms, prompts, or training methodologies;
• Use automated tools to scrape data, API responses, or system outputs;
• Create derivative works or competing products based on the Services;
• Remove, alter, or obscure any proprietary notices or copyright markings;
• Use the Services to train competing AI models or systems.

Any violation of this Section may result in immediate termination of this Agreement and legal action.

a. Mutual Warranties

Each Party represents and warrants to the other that:

• it has the legal power and authority to enter into this Agreement;
• when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such Party;
• it will comply with all applicable laws and regulations in its performance under this Agreement.

b. Customer Warranties

Customer represents, warrants, and covenants to Synthro that:

• Customer owns or has necessary rights to the Customer Data;
• Customer has obtained all necessary consents from employees for collection and processing of their Personal Information;
• Customer will use the Services in compliance with all applicable employment laws, including POPIA, BCEA, LRA, and EEA;
• Customer will not use the Services for any unlawful, fraudulent, or abusive purposes.

c. General Service Disclaimer

d. Beta, Pilot, and Experimental Features

Synthro may offer certain features labeled as "Beta," "Pilot," "Preview," "Experimental," "Labs," or similar designations (collectively, "Beta Features"). Beta Features are provided to gather user feedback and test new functionality before general release.

Beta Features are:

• Provided "AS IS" WITHOUT WARRANTIES OF ANY KIND, express or implied;
• NOT SUBJECT TO THE SLA uptime commitments or service credits described in Section 15;
• May contain bugs, errors, data loss risks, incomplete functionality, or unexpected behavior;
• May be modified, suspended, or discontinued at any time without prior notice;
• NOT RECOMMENDED for production use, critical workflows, or processing of sensitive employee data;
• Subject to change based on user feedback and testing results.

YOU USE BETA FEATURES AT YOUR OWN RISK. Synthro is not liable for any data loss, business interruption, compliance violations, or damages resulting from use of Beta Features.

Before using Beta Features for production workloads, you should:

• Back up all critical data using the data export tools;
• Test thoroughly in a non-production environment;
• Obtain explicit approval from your organization's IT, security, and compliance teams;
• Document all Beta Feature usage for audit purposes.

e. NALA AI - Additional Disclosures and Prohibited Uses

In addition to the disclaimers in Section 8(b), the following apply to NALA:

(i) Training Data and Bias

NALA is trained on publicly available data, licensed datasets, and anonymized customer data (where customers have consented to data sharing for AI training). AI models may reflect biases, stereotypes, or inaccuracies present in training data. NALA's outputs should not be assumed to be unbiased, fair, legally compliant, or suitable for all situations.

(ii) Accuracy and Hallucinations

AI models may generate inaccurate, misleading, outdated, or entirely false information ("hallucinations"). NALA may confidently provide incorrect answers or fabricate references to non-existent laws, cases, or regulations. Always verify NALA's outputs against authoritative sources before relying on them for business decisions, policy creation, or employee management.

(iii) Prohibited Uses of NALA

Customer and Authorized Users may NOT use NALA to:

• Make automated employment decisions (hiring, firing, promotions, demotions, salary changes, disciplinary actions) without meaningful human review and discretion;
• Process special categories of personal information (health data, biometric data, genetic information, union membership, religious beliefs) without explicit written consent from data subjects and appropriate legal safeguards;
• Generate legally binding contracts, employment agreements, settlement agreements, or compliance filings without review and approval by qualified legal professionals;
• Make decisions that could result in legal liability (terminations, wage deductions, benefits modifications, workplace investigations) without independent verification;
• Create performance reviews, disciplinary notices, or termination letters that are used verbatim without human review and customization;
• Assess employee performance or conduct in ways that may violate anti-discrimination laws (EEA, PEPUDA) or privacy laws (POPIA).

(iv) Ownership of AI Outputs

Customer owns the text outputs generated by NALA in response to Customer's prompts (e.g., performance review drafts, policy suggestions, email templates), subject to Synthro's ownership of the underlying AI models, algorithms, training data, and intellectual property.

By using NALA, Customer grants Synthro a worldwide, royalty-free, non-exclusive license to use anonymized and aggregated AI inputs and outputs to improve NALA's performance, train future models, and develop new features. Synthro will not share identifiable Customer Data or outputs with third parties for marketing purposes.

(v) Opt-Out of AI Training

Customer may opt out of having NALA interactions used for AI model training by adjusting privacy settings in Account Settings → Privacy → AI Training. Opting out does not affect Customer's ability to use NALA, but may result in less personalized or accurate responses over time.

f. Regulatory Compliance Assistance

The Services provide tools and features designed to assist with compliance monitoring and reporting (e.g., BCEA leave tracking, EEA equity reporting, B-BBEE scorecards, Skills Development Act reporting), but:

• We do not guarantee compliance with any law, regulation, collective bargaining agreement, or industry standard;
• Customer is solely responsible for ensuring HR practices, policies, and employment decisions comply with BCEA, LRA, EEA, Skills Development Act, POPIA, and all other applicable South African and international laws;
• Our compliance tools are informational only and do not constitute legal, accounting, tax, or professional advice;
• Customer must consult qualified professionals (attorneys, accountants, HR consultants, labor law experts) before implementing HR policies, conducting workplace investigations, taking disciplinary actions, or terminating employees.

Example: The Services may calculate annual leave accruals based on BCEA statutory minimums, but Customer must verify calculations are correct for specific circumstances (e.g., collective bargaining agreements, sector determinations, custom employment contracts, compressed work weeks).

a. Synthro Indemnification

Synthro shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) incurred by Customer resulting from any third-party claim that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's South African copyrights, trademarks, or trade secrets.

This indemnification will not apply to the extent that the alleged infringement arises from: use of the Services in combination with data, software, hardware, or technology not provided by Synthro; modifications to the Services not made by Synthro; Customer Data; or Third-Party Products.

b. Customer Indemnification

Customer shall indemnify, hold harmless, and, at Synthro's option, defend Synthro from and against any losses resulting from any third-party claim:

• that the Customer Data infringes or misappropriates such third party's intellectual property or other rights;
• based on Customer's or any Authorized User's negligence or willful misconduct;
• based on Customer's or any Authorized User's use of the Services in a manner not authorized by this Agreement or in violation of applicable law;
• arising from Customer's violation of applicable employment laws, including failure to obtain necessary consents or comply with POPIA, BCEA, LRA, or EEA requirements.

a. Subscription Period

The initial term of this Agreement begins on the Effective Date and will continue in effect for the billing period selected by Customer (monthly or annual). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

b. Termination

(i) Termination for Cause by Synthro:

Synthro may terminate this Agreement, effective on written notice to Customer, if Customer:

• fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Synthro's delivery of written notice thereof;
• breaches any of its obligations under Use Restrictions, Confidential Information, or Prohibited Uses of IP;
• uses the Services in a manner that poses a security risk or causes material harm to Synthro or other customers;
• commits fraud, engages in illegal activities, or abuses the platform.

(ii) Termination for Cause by Either Party:

Either Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) calendar days after the non-breaching Party provides written notice of such breach.

(iii) Termination for Convenience by Customer:

Customer may terminate this Agreement for convenience by providing thirty (30) days' written notice to Synthro; provided, however, that Customer will not be entitled to any refund of prepaid Fees for the remainder of the then-current Subscription Period.

c. Effect of Termination

Upon expiration or earlier termination of this Agreement:

• Customer shall immediately discontinue all use of the Synthro IP;
• All access credentials will be deactivated;
• Customer shall delete, destroy, or return all copies of the Synthro IP;
• Data Retrieval Period: Customer will have sixty (60) days from the termination date to download and export all Customer Data. After this 60-day period, Synthro will securely delete all Customer Data unless retention is required by law;
• No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination.

a. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

b. Dispute Resolution

(i) Informal Resolution:

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the Dispute informally by contacting legal@synthro.io and engaging in good faith negotiations for a period of sixty (60) days.

(ii) Mediation:

If the Dispute cannot be resolved through informal negotiations within sixty (60) days, either Party may refer the Dispute to mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA) before initiating litigation.

(iii) Litigation:

If the Dispute is not resolved through mediation within ninety (90) days of referral to mediation, either Party may institute legal proceedings in the High Court of South Africa (Gauteng Division, Johannesburg) or any other court having jurisdiction.

c. Exclusive Jurisdiction

Each Party irrevocably and unconditionally:

• submits to the exclusive jurisdiction of the courts of South Africa;
• waives any objection it might have to the venue of any such proceedings in the courts of South Africa;
• agrees that a judgment or order obtained in the courts of South Africa is enforceable in any other jurisdiction.

d. Arbitration Agreement (Alternative Dispute Resolution)

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES ARE RESOLVED.

Except for disputes that qualify for small claims court (claims under R20,000) and disputes related to intellectual property rights, any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") will be resolved by binding arbitration under the Rules of the Arbitration Foundation of Southern Africa (AFSA), as modified by this Agreement.

(i) Pre-Arbitration Informal Dispute Resolution:

Before initiating arbitration, the Parties agree to first attempt to resolve any Dispute informally for at least sixty (60) days. A Party must send written notice of the Dispute to the other Party at:

• For Synthro: legal@synthro.io
• For Customer: the email address associated with your Synthro account

The notice must describe the nature of the Dispute and the relief sought. The Parties agree to negotiate in good faith to resolve the Dispute. If the Dispute is not resolved within sixty (60) days, either Party may initiate arbitration.

(ii) Arbitration Procedures:

• Governing Rules: The arbitration will be conducted under the AFSA Rules, except as modified by this Agreement.
• Arbitrator: The arbitration will be conducted by a single arbitrator mutually agreed upon by the Parties. If the Parties cannot agree within thirty (30) days, AFSA will appoint the arbitrator.
• Location: The arbitration will take place in Johannesburg, Gauteng Province, South Africa, or via video conference if agreed by both Parties.
• Language: The arbitration will be conducted in English.
• Confidentiality: The arbitration proceedings and award will be confidential, except as required by law or to enforce the arbitration award.
• Costs: Each Party will bear its own costs of arbitration, including legal fees. The arbitrator's fees and administrative costs will be split equally unless the arbitrator determines otherwise.

(iii) Individual Arbitration Only:

Arbitration must be conducted on an individual basis and not as a class or representative action or as a named or unnamed member in a class, consolidated, representative, or private attorney general action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

(iv) Opt-Out Right:

Customer has the right to opt out of this Arbitration Agreement by sending written notice of Customer's decision to opt out to legal@synthro.io within thirty (30) days of first accepting these Terms or any update to these Terms that includes material changes to this Arbitration Agreement. The opt-out notice must include Customer's name, business name (if applicable), email address, and a clear statement that Customer wishes to opt out of the Arbitration Agreement. If Customer opts out, all other terms of this Agreement will continue to apply, and Disputes will be resolved exclusively in the courts of South Africa as described in Section 12(c).

(v) Exceptions to Arbitration:

Notwithstanding the above, either Party may bring a claim in court if:

• The claim qualifies for small claims court (under R20,000);
• The claim seeks injunctive or equitable relief for the alleged unlawful use of intellectual property, including copyright, trademark, trade secret, or patent rights;
• The Party has properly opted out of this Arbitration Agreement as described above.

e. Class Action Waiver and Waiver of Jury Trial

YOU AND SYNTHRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

By agreeing to these Terms, both Parties waive the right to:

• Participate in a class action, class arbitration, or other representative action;
• Act as a private attorney general or in any other representative capacity;
• Consolidate or combine individual proceedings without the consent of all parties;
• Trial by jury for any Dispute that proceeds in court (if arbitration is opted out or an exception applies).

If a court or arbitrator determines that the class action waiver in this Section 12(e) is unenforceable for any reason, or that arbitration can proceed on a class basis, then the Arbitration Agreement in Section 12(d) will be deemed null and void with respect to such proceeding, and the Dispute must be brought exclusively in the High Court of South Africa (Gauteng Division, Johannesburg).

a. Entire Agreement

This Agreement, together with any Order and the Privacy Policy (available at synthro.io/privacy), constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

b. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the Parties at the contact information provided during account registration. All email Notices to Synthro must be sent to legal@synthro.io.

c. Force Majeure

In no event shall either Party be liable to the other Party for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including Acts of God, war, terrorism, pandemics, government actions, telecommunications failures, or DDoS attacks not caused by the affected Party's negligence.

d. Amendment and Modification

Synthro may change this Agreement from time to time at its discretion. Synthro will provide Customer with reasonable notice prior to any material amendments taking effect. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement.

e. Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Synthro. Synthro may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

f. Compliance with Laws

Each Party shall comply with all applicable laws and regulations in its performance under this Agreement, including but not limited to:

• Protection of Personal Information Act (POPIA)
• Labour Relations Act (LRA)
• Basic Conditions of Employment Act (BCEA)
• Employment Equity Act (EEA)
• Skills Development Act (SDA)
• General Data Protection Regulation (GDPR) where applicable

g. Export Control and Sanctions Compliance

The Services are subject to export control and economic sanctions laws and regulations of South Africa, the United States, the European Union, and other applicable jurisdictions.

(i) Customer Representations:

Customer represents and warrants that:

• Customer and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• Customer and its Authorized Users are not identified on any government restricted party list, including but not limited to:
  • U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List (SDN List);
  • European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions;
  • United Nations Security Council Sanctions List;
  • Any South African or other applicable government sanctions list.
• Customer will not use the Services in violation of any export control laws, economic sanctions, or embargoes;
• Customer will not use the Services to process, store, or transmit data on behalf of persons or entities located in sanctioned jurisdictions or identified on restricted party lists.

(ii) Prohibited Uses:

Customer must not use the Services for:

• The development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile technology;
• Military end-uses in countries subject to arms embargoes;
• Any purpose that would violate applicable export control or sanctions laws.

(iii) Geofencing and IP Blocking:

Synthro implements automated geofencing and IP address blocking to prevent access from sanctioned jurisdictions. If Customer's location or IP address indicates access from a prohibited jurisdiction, Synthro may immediately suspend or terminate the Account without notice or refund.

(iv) Immediate Termination for Violations:

If Customer violates this Section 13(g) or if Synthro receives notice that Customer or any Authorized User has been added to a restricted party list:

• Synthro may immediately terminate this Agreement without notice;
• Customer will not be entitled to any refund of prepaid Fees;
• Synthro may be required by law to block access to Customer Data and may be prohibited from returning it to Customer;
• Customer indemnifies Synthro for all losses arising from such violations, including government fines and penalties.

h. Enhanced Force Majeure

Neither Party will be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Natural Disasters: Floods, earthquakes, fires, hurricanes, pandemics, epidemics;
• Government Actions: War, terrorism, civil unrest, riot, sabotage, government restrictions, embargoes, sanctions;
• Infrastructure Failures: Power outages, telecommunications failures, internet backbone disruptions;
• Cyberattacks: Distributed Denial of Service (DDoS) attacks, ransomware, hacking not caused by the affected Party's negligence;
• Supply Chain Disruptions: Failure of third-party hosting providers (Supabase), cloud infrastructure providers, or other critical vendors, provided such failures are themselves due to Force Majeure.

(i) Notice and Mitigation Obligations:

The Party affected by a Force Majeure Event must:

• Notify the other Party within forty-eight (48) hours of the Force Majeure Event;
• Provide regular updates (at least weekly) on the status and expected resolution;
• Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event;
• Resume performance as soon as the Force Majeure Event ceases.

(ii) Right to Terminate for Extended Force Majeure:

If a Force Majeure Event prevents Synthro from providing the Services for more than thirty (30) consecutive days, Customer may terminate this Agreement upon written notice. Synthro will refund any prepaid Fees for the period after termination on a pro-rata basis. This is Customer's sole remedy for extended Force Majeure events.

i. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent. If modification is not possible, the provision will be severed, and the remaining provisions will continue in full force and effect.

j. Waiver

No waiver of any term or condition of this Agreement will be valid or binding unless made in writing and signed by an authorized representative of the Party waiving such term or condition. The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of that provision or of the right to enforce it in the future.

k. Survival

The following Sections will survive termination or expiration of this Agreement: Section 1 (Definitions), Section 4 (Data Protection and Security - to the extent necessary for data return/deletion), Section 5 (Proprietary Rights), Section 8 (Disclaimers), Section 9 (Indemnification), Section 10 (Limitations of Liability), Section 12 (Confidentiality), and Section 13 (General Provisions).

l. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures and electronically delivered contracts will be deemed to have the same legal effect as handwritten signatures and paper contracts under the Electronic Communications and Transactions Act, 2002 (South Africa).

a. Prohibited Activities

Customer and all Authorized Users are expressly prohibited from:

• Using the Services to harass, abuse, or harm any individual;
• Uploading or transmitting any content that is unlawful, defamatory, obscene, fraudulent, or violates any third party's rights;
• Attempting to gain unauthorized access to any portion of the Services, other users' accounts, or computer systems connected to the Services;
• Using the Services in any manner that could disable, overburden, damage, or impair the Services;
• Using any robot, spider, or other automatic device to access the Services for any purpose;
• Introducing any viruses, trojan horses, worms, or other malicious or technologically harmful material;
• Attempting to probe, scan, or test the vulnerability of the Services or breach any security measures;
• Impersonating or attempting to impersonate Synthro, a Synthro employee, another user, or any other person or entity.

b. Monitoring and Enforcement

Synthro reserves the right, but not the obligation, to:

• Monitor use of the Services for compliance with this Agreement;
• Investigate violations of this Agreement;
• Remove or disable access to any content that violates this Agreement;
• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use;
• Terminate or suspend access to the Services for violation of this Agreement.

c. Reporting Violations

If Customer becomes aware of any violation of this Agreement or any abuse of the Services, Customer shall promptly notify Synthro at abuse@synthro.io.

d. Prohibited Content

Customer and all Authorized Users shall not upload, transmit, store, or distribute through the Services:

• Child sexual abuse material (CSAM) or any content that exploits, sexualizes, or endangers minors;
• Content that promotes terrorism, violent extremism, human trafficking, or illegal weapons;
• Content that infringes third-party intellectual property rights, including pirated software, copyrighted materials without authorization, or counterfeit goods;
• Malware, viruses, ransomware, trojans, worms, or other harmful code designed to damage or disrupt systems;
• Spam, phishing attempts, fraudulent schemes, pyramid schemes, or deceptive marketing;
• Personal information obtained without consent or in violation of privacy laws (POPIA, GDPR);
• Content that violates export control, sanctions laws, or embargoes;
• Hate speech, harassment, threats, or content that incites violence based on race, ethnicity, religion, gender, sexual orientation, or disability;
• Obscene, defamatory, or libelous content that violates South African law.

e. Resource Usage Limits

Each subscription tier includes the following resource limits:

• Basic Tier: 1 GB storage, 1,000 API calls per day, 100 employees
• Premium Tier: 10 GB storage, 10,000 API calls per day, 500 employees
• Enterprise Tier: Custom limits negotiated in contract

Exceeding usage limits may result in service throttling, temporary suspension, or additional charges at Synthro's then-current rates. Synthro will provide seven (7) days' written notice before suspending services for limit violations, except where immediate suspension is required to prevent harm to the Services or other customers.

f. Enforcement and Remedies

(i) Warnings: First-time violations of non-severe nature will receive a written warning with seven (7) days to cure the violation.

(ii) Suspension: Repeated violations or failure to cure within the notice period will result in temporary account suspension (7-30 days).

(iii) Immediate Termination: Severe violations including CSAM, terrorism-related content, malware distribution, or fraud will result in immediate termination without refund or prior notice.

(iv) Cooperation with Law Enforcement: Synthro reserves the right to report illegal activity to law enforcement authorities, preserve evidence, and cooperate fully with investigations. We may disclose Customer information and Customer Data as required by law or court order.

(v) No Liability for Removal: Synthro is not liable for any damages resulting from content removal, account suspension, or termination for violations of this Acceptable Use Policy.

a. Support Availability

During the Subscription Period, Synthro will provide Customer with technical support in accordance with the support tier associated with Customer's subscription level:

b. Service Availability

Synthro will use commercially reasonable efforts to make the Services available with the following uptime commitments during each calendar month, excluding scheduled maintenance and downtime caused by circumstances beyond Synthro's reasonable control:

• Basic and Premium Tiers: 99.5% monthly uptime
• Enterprise Tier: 99.9% monthly uptime (custom SLA available)

c. Scheduled Maintenance

Synthro will perform scheduled maintenance during off-peak hours (weekends and evenings SAST, typically 10:00 PM - 6:00 AM) whenever possible. We will provide at least forty-eight (48) hours' advance notice of scheduled maintenance via email and our status page (status.synthro.io). Scheduled maintenance does not count against uptime commitments.

d. Service Level Agreement (SLA) Credits (Enterprise Only)

If Synthro fails to meet the 99.9% uptime commitment for Enterprise customers, Customer may request service credits as follows:

• 99.0% to 99.5% uptime: 10% service credit
• 95.0% to 99.0% uptime: 25% service credit
• Below 95.0% uptime: 50% service credit

Service credits are applied to Customer's next monthly invoice and represent CUSTOMER'S SOLE AND EXCLUSIVE REMEDY for SLA breaches. Service credits must be requested within thirty (30) days of the incident by emailing support@synthro.io with documented evidence of the downtime.

e. SLA Exclusions

The SLA commitments do not apply to service unavailability caused by:

• Customer's internet connectivity, equipment, or network infrastructure
• Failures of third-party services (Paystack, OpenAI, Anthropic, Supabase, Cloudflare)
• DDoS attacks, cyberattacks, security incidents, or force majeure events
• Customer's violation of these Terms of Service or Acceptable Use Policy
• Scheduled maintenance performed in accordance with Section 15(c)
• Actions taken to suspend or terminate Customer's access under Section 2(e)

f. Status Page and Incident Communication

(i) Status Page: Real-time service status is available at status.synthro.io

(ii) Incident Notifications:

• Critical incidents (affecting 50% or more of users): Email notification and SMS notification for Enterprise customers
• Major incidents (affecting 10-50% of users): Email notification within 2 hours
• Minor incidents (affecting less than 10% of users): Status page updates only

(iii) Post-Incident Reports (Enterprise Only):

Enterprise customers will receive a post-incident report within seven (7) business days of resolution, including root cause analysis, corrective actions taken, and timeline for preventive measures.

a. Reporting Copyright Infringement

If you believe that content stored in the Services infringes your copyright or other intellectual property rights, send a written notice to our Copyright Agent:

Your notice must include the following information:

• Your physical or electronic signature (or the signature of a person authorized to act on behalf of the copyright owner);
• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the infringing material and its location in the Services (please provide specific URLs or file paths to help us locate the material);
• Your contact information, including your name, mailing address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

b. Counter-Notice Procedure

If your content is removed or disabled due to a copyright infringement notice and you believe the removal was in error or that you have authorization to use the content, you may file a counter-notice with our Copyright Agent at dmca@synthro.io.

Your counter-notice must include:

• Your physical or electronic signature;
• Identification of the removed or disabled material and its location before removal;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
• Your name, address, telephone number, and email address;
• Your consent to the jurisdiction of the High Court of South Africa (Gauteng Division, Johannesburg) and your agreement to accept service of process from the person who provided the original infringement notification or their agent.

Upon receipt of a valid counter-notice, we will forward it to the original complainant. If the complainant does not file a lawsuit seeking a court order against you within fourteen (14) business days, we may restore the removed content at our discretion.

c. Repeat Infringer Policy

Synthro has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, accounts of users who are deemed to be repeat infringers. A user will be considered a repeat infringer if they have received three (3) or more verified copyright infringement notices within a twelve (12) month period, and the user has not successfully filed counter-notices for those claims.

Terminated accounts will not be eligible for refunds, and all Customer Data may be permanently deleted in accordance with our data retention policies.

d. False Claims

Submitting a false or fraudulent copyright infringement notice or counter-notice may result in civil liability, including monetary damages, costs, and attorneys' fees. You may also be subject to criminal prosecution for perjury. We reserve the right to seek damages from any party that submits a notification or counter-notice in bad faith.