Terms of Service — Syntra Platform
DRAFT FOR COUNSEL REVIEW · v0.9 · [DATE]
These Terms govern access to and use of the Syntra platform and the SubstanceIQ assessment service (the "Platform"), operated by [SYNTRA ENTITY], [legal form], registered at [ADDRESS], company no. [•], VAT [•] ("Syntra", "we"). By creating a tenant or accepting an invitation, you agree to these Terms on behalf of the organisation you represent (the "Client").
1. Business use only
The Platform is a professional tool for legal entities and their advisers. It is not offered to consumers, and no consumer-protection regime is intended to apply. You warrant that you use the Platform solely for business purposes on behalf of a legal entity.
2. The service — and what it is not
2.1 The Platform provides a methodology-based assessment of economic substance, evidence management, document generation and related compliance tooling. 2.2 Findings, not advice. Platform outputs are computations, findings and documents generated deterministically from inputs the Client provides under a published methodology. They are not tax, legal or accounting advice, do not create any adviser–client relationship, and must be reviewed by a qualified professional before being relied upon or filed. The Client remains solely responsible for its tax positions and filings. 2.3 Input responsibility. Outputs are only as accurate as the facts, scores and evidence entered. Syntra does not verify the truth of Client inputs.
3. Accounts, tenants and roles
3.1 A tenant corresponds to one client group; users are unlimited within a tenant and are created by invitation only. The Client controls its users and their roles (including Contributor accounts, which by design have no access to assessment results). 3.2 The Client may grant a professional adviser access to its tenant; such grants are made, scoped, and revocable by the Client, and are logged. 3.3 The Client is responsible for maintaining the confidentiality of credentials and for all activity under its accounts. Multi-factor authentication is mandatory.
4. Subscription, pilot mode and fees
4.1 Access is provided per subscription plan as agreed in the order form; fees, billing period and payment terms are stated there. Fees are exclusive of taxes. 4.2 Pilot mode, where activated by Syntra, provides full functionality limited to one entity, with watermarked outputs and automatic expiry; pilot outputs are for evaluation and must not be filed or relied on as compliance documentation. 4.3 Late payment may lead to suspension after notice; suspension does not delete data.
5. Client data, privacy and security
5.1 As between the parties, the Client owns all data it enters and all generated reports for its own affairs ("Client Data"). 5.2 For assessment content and the evidence vault, the Client is the data controller and Syntra the processor; processing is governed by the Data Processing Agreement concluded at signup, which forms part of these Terms. 5.3 Client Data is stored and processed in the EU; security measures are described in the Security Annex. The deterministic assessment engine transmits no Client Data to any AI model; optional AI add-ons operate only on anonymised data as described in the DPA. 5.4 The Client instructs its users not to upload personal data beyond what evidence requires and never to upload special-category data; upload guidance is provided in-product.
6. Data portability and retention
6.1 The Client may at any time export all Client Data: structured assessment data, scores, evidence metadata, computed results and locked reports, in machine-readable and human-readable formats. 6.2 The export never includes the methodology itself — the question bank, scoring rubrics, industry weight configurations and related materials remain Syntra's property and trade secrets (Section 8). 6.3 On termination, the export remains available for [60] days, after which Client Data is deleted per the DPA; retention configured to statutory documentation periods survives as the Client instructs.
7. Assessment integrity
7.1 Approved assessments are locked: hash-stamped, immutable snapshots. Corrections occur only through amendments that reference — never overwrite — the locked version. 7.2 Every assessment permanently records the methodology version and exact parameter set that computed it. Methodology upgrades never recompute existing assessments; migration to a new version is at the Client's initiative, with the changes and their effect reported. 7.3 The audit trail (scores, evidence grades, justifications, approvals, access to evidence) is part of the service and cannot be disabled.
8. Intellectual property and trade secrets
8.1 Syntra owns the Platform, the SubstanceIQ methodology, the question banks, rubrics, weights, thresholds, templates, software and documentation. The Client receives a non-exclusive, non-transferable licence to use them through the Platform for its internal business purposes during the subscription. 8.2 The question banks, weight configurations and calibration data are trade secrets. The Client shall not, and shall not permit anyone to: copy, extract, scrape or systematically record them; reverse engineer, decompile or derive the methodology's parameters; use the Platform to build or train a competing product or dataset; or publish Platform outputs in a manner that discloses the methodology's proprietary parameters. Reasonable technical measures (rate limits, watermarking, access logging) support this clause and the Client consents to them. 8.3 The Client owns its reports; Syntra asserts no rights over the Client's data or filed documents. Reports identify the methodology version for integrity, and such notices may not be removed.
9. Acceptable use
Use of the Platform is subject to the Acceptable Use Policy (incorporated by reference): no unlawful use, no infringing or malicious content, no interference with the service, no access attempts beyond granted roles, no circumvention of technical protections.
10. Confidentiality
Each party protects the other's confidential information with at least reasonable care and uses it only to perform under these Terms. Client Data is the Client's confidential information; the Platform and methodology are Syntra's. This clause survives termination for five years, and for trade secrets for as long as they remain trade secrets.
11. Warranties and disclaimers
11.1 Syntra warrants that the service will materially conform to its documentation and will be provided with reasonable skill and care. 11.2 Except as stated, the Platform is provided "as is"; Syntra disclaims implied warranties to the extent permitted by law. Syntra does not warrant that outputs will be accepted by any tax administration or court — no software can.
12. Liability
12.1 Neither party excludes liability that cannot be excluded by law (including for wilful misconduct or gross negligence). 12.2 Subject to 12.1, each party's aggregate liability under these Terms in any 12-month period is capped at the fees paid or payable by the Client for that period; neither party is liable for indirect or consequential loss, lost profits or loss of data (beyond restoration from backups). 12.3 The Client is responsible for its tax positions; Syntra is not liable for assessments, penalties or interest imposed by any authority.
13. Term, suspension and termination
13.1 The subscription runs for the period in the order form and renews as stated there. 13.2 Either party may terminate for material breach uncured within 30 days of notice. 13.3 Syntna may suspend access to protect security or integrity, with notice where possible. 13.4 Sections 2.2, 6, 7.1–7.2, 8, 10, 11–12 and 15 survive termination.
14. Changes
Syntra may update these Terms with at least 30 days' notice for material changes; continued use after the effective date constitutes acceptance. Methodology changes are governed by Section 7.2, never by this Section.
15. Governing law and disputes
These Terms are governed by the laws of [Spain / the Republic of Serbia], excluding conflict-of-law rules; exclusive jurisdiction of the courts of [Barcelona / Belgrade]. [Counsel: align with the contracting entity; consider arbitration for non-EU clients.]
Contact: [legal@syntra…] · [SYNTRA ENTITY], [ADDRESS]