> For the complete documentation index, see [llms.txt](https://legal.synap.ac/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://legal.synap.ac/terms-of-service.md).

# Terms of Service

LAST UPDATED: 29th September 2026

These Terms of Service (**Terms**) form a legally binding agreement between:

* **Synap Learning Limited**, a company registered in England and Wales under number 08862590, whose registered address is Castleton Mill, Castleton Close, Leeds, England, LS12 2DR (**Synap**, **we**, **us**); and
* the business or organisation purchasing, subscribing to or otherwise authorised to use the Services (**Customer**, **you**).

By entering into an Order Form, creating a paid Subscription, or otherwise accepting these Terms on behalf of Customer, the person doing so confirms that they have authority to bind Customer.

The agreement between Synap and Customer (**Agreement**) comprises the applicable Order Form, these Terms, the Data Processing Agreement, the Professional Services Agreement where applicable, and the policies expressly incorporated below.

These Terms are intended for business customers, not for consumers or candidates taking an assessment. Candidates, learners and other End Users are not parties to these Terms. An End User should refer to the privacy information supplied by the organisation that invited and/or authorised them to use the Services. Our [Candidate Privacy Notice](https://legal.synap.ac/candidate-privacy-policy) also provides a plain-English explanation of Synap's role and how candidate information is typically handled. It is provided for transparency and does not form part of the Agreement.

### 1. Definitions

**Acceptable Use Policy** means the policy at [legal.synap.ac/acceptable-use-policy](https://legal.synap.ac/acceptable-use-policy).

**Account Owner** means the Admin User designated by Customer as having primary authority to administer the Subscription and receive contractual or account notices.

**Admin User** means an Authorised User given administrative permissions for a Portal.

**Affiliate** means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests or the power to direct its management.

**Authorised User** means an Admin User, End User or other individual whom Customer permits to access the Services.

**Customer Data** means data, content and materials submitted to or generated through the Services by or for Customer or its Authorised Users, excluding service telemetry and information for which Synap acts as an independent Controller as described in the Privacy Policy.

**Documentation** means the then-current user documentation and guidance that Synap makes available for the Services, including through its help centre.

**DPA** means Synap's [Data Processing Agreement](https://legal.synap.ac/data-processing-agreement-dpa).

**End User** means a learner, candidate or other non-administrative user of a Portal.

**Order Form** means an ordering document, online checkout, proposal or other written or electronic agreement identifying the Services, Subscription Term, fees or usage allowance.

**Portal** means Customer's configured instance of the Synap platform.

**Professional Services Agreement** means Synap's [Professional Services Agreement](https://legal.synap.ac/professional-services-agreement), which applies where an Order Form identifies Professional Services.

**Services** means the hosted assessment, learning, proctoring, reporting and related services identified in an Order Form or made available as part of Customer's Subscription.

**Subscription Term** means the period identified in the Order Form, including any renewal period.

### 2. Formation and changes

#### 2.1 Electronic acceptance

An Order Form and changes to a Subscription may be accepted by signature, online checkout, email or another electronic method made available by Synap. A Subscription change must be accepted by Customer's Account Owner, billing administrator or another person whom Synap reasonably believes has authority to make the relevant commercial commitment.

#### 2.2 Changes to these Terms

Synap may update these Terms to reflect legal, regulatory, security, technical or operational developments. We will give reasonable advance notice of a material change through the Services, by email to the Account Owner or by another appropriate method.

A materially adverse change will not apply during a current committed Subscription Term unless it is reasonably necessary to comply with law, address a security risk or prevent abuse. Otherwise, it will apply from the next renewal. If an unavoidable mid-term change materially reduces Customer's contractual rights, Customer may terminate the affected Services before it takes effect and receive a pro-rata refund of unused prepaid fees.

#### 2.3 Purchase orders

A purchase order, supplier-portal entry or other administrative document issued by Customer does not amend or form part of the Agreement, and any additional or conflicting terms in it are rejected. A purchase-order number is not a condition of payment unless the applicable Order Form expressly states otherwise.

### 3. Services and licence

#### 3.1 Right to use

Subject to the Agreement and payment of applicable fees, Synap grants Customer a non-exclusive, non-transferable right during the Subscription Term to permit its Authorised Users to access and use the Services and Documentation for Customer's internal business purposes and for Customer's delivery of assessments, learning or related services to its candidates, learners, employees, clients and other intended users.

Customer may not sublicense, resell or make the Services available as a standalone competing service unless an Order Form expressly permits it.

#### 3.2 Service delivery

Synap will provide the Services substantially in accordance with the Documentation and applicable Order Form and will use commercially reasonable efforts to maintain their availability.

Any specific uptime commitment or service credit is governed by the [Service Level Agreement](https://legal.synap.ac/service-level-agreement). Support is governed by the [Support Policy](https://legal.synap.ac/support-policy). Beta, trial or free services may be subject to additional limitations identified when they are made available.

#### 3.3 Changes to the Services

Synap may improve or modify the Services during the Subscription Term. Synap will not materially reduce the core functionality purchased by Customer without reasonable notice, except where a change is required for law, security, third-party service continuity or prevention of misuse. Synap may replace a feature with materially equivalent functionality.

### 4. Customer responsibilities

Customer is responsible for:

* its Authorised Users and their compliance with the Agreement;
* configuring the Services appropriately for its intended use;
* keeping their account, billing and security information accurate;
* protecting credentials and promptly notifying Synap of suspected unauthorised access;
* the legality, accuracy and quality of Customer Data and Customer's instructions;
* providing notices, obtaining permissions and identifying lawful bases and special-category conditions required for Customer's processing of data;
* its assessment, employment, educational and other decisions concerning End Users; and
* maintaining copies of Customer Data made available for export where Customer's own continuity or record-keeping obligations require them.
* ensuring that it's use and configuration of the Services is lawful and ethical, including but not limited to ensuring that it's use of Synap Services is not in violation of any applicable laws.

Customer must comply with the Acceptable Use Policy and must not:

* copy, modify, frame, mirror or create derivative works from the Services except as the Services expressly permit;
* reverse engineer, decompile or attempt to discover source code except to the limited extent that law prevents this restriction;
* use the Services or Documentation to build a competing product or service;
* sell, rent, lease or otherwise commercially exploit access to the Services except as expressly permitted by an Order Form;
*
* #### se and data segregation
* ####

  configuration unsuitable for the proposed use.4.2 Sanctions and export controls
* introduce malicious code or vulnerabilities; or
* use the Services unlawfully or in a way that infringes another person's rights.

Synap may remove or restrict access to material, an account or a feature where reasonably necessary to prevent harm, address a security risk, comply with law or respond to a material breach. Where practicable, Synap will notify Customer and limit the restriction to what is necessary.

Nothing in this section makes Customer responsible for Synap's own breach of the Agreement or applicable law.

#### 4.1 Sanctions and export controls

Each party will comply with the trade sanctions and export-control laws applicable to it in connection with the Agreement. Customer must not access, use, export, re-export or make the Services available in violation of those laws, including to a prohibited person, destination or end use.

Synap may restrict, suspend or decline to provide an affected Service to the extent reasonably necessary to comply with applicable sanctions or export controls. Where legally permitted and reasonably practicable, Synap will notify Customer and limit the restriction to what is necessary.

### 4.2 Multi-organisation use and data segregation

Where Customer uses the Services to provide access to separate institutions, clients or other organisations, Customer is responsible for selecting and configuring an appropriate account structure.

Separate Portals or Synap's Subportals functionality should be used where separate organisations require distinct administrative or data-access boundaries. Roles and permissions within a Portal are intended to provide granular access controls between Authorised Users operating within the same organisational environment. They are not designed or represented as a substitute for tenant-level segregation between independent legal entities.

Customer is responsible for reviewing and testing its configuration and ensuring that each Authorised User is granted access only to appropriate data. Synap may recommend or require changes to Customer's account structure where it reasonably considers the configuration unsuitable for the proposed use.

### 5. Customer Data and data protection

#### 5.1 Ownership, responsibility and limited licence

As between the parties, Customer retains its rights in Customer Data. Customer grants Synap and its subcontractors a non-exclusive licence to host, copy, transmit, display and otherwise process Customer Data only as necessary to provide, secure and support the Services, comply with Customer's documented instructions and exercise Synap's rights under the Agreement.

Customer is responsible for Customer Data submitted by or on its behalf, including materials uploaded by Admin Users, End Users and other Authorised Users through Customer's Portal.

Customer represents and warrants that it has, or has ensured that the relevant uploader has, all rights, licences, permissions and lawful authority necessary to submit the Customer Data, permit Synap to process it under the Agreement and grant the licence above. Customer must not instruct or permit an Authorised User to upload material that unlawfully infringes another person's rights.

Synap does not approve or endorse Customer Data and is not responsible for its content, accuracy or legality, or for Customer's use of it. Nothing in this section limits Synap's obligations concerning Customer Data under the Agreement or applicable law.

#### 5.2 Data protection roles

The DPA is incorporated into the Agreement. Customer may act as Controller or Processor for Customer Data, and Synap acts as Processor or Subprocessor as applicable. Each party remains responsible for the obligations that apply to its own processing.

If these Terms conflict with the DPA concerning personal data, the DPA prevails.

#### 5.3 Storage, backup and export

The Services are not a dedicated archival service. Synap maintains backup and resilience arrangements described in its [Security Policy](https://legal.synap.ac/security-policy), but Customer should not rely on the Services as the sole copy of records that Customer must preserve independently.

During the Subscription Term, Customer may use available functionality to export or delete Customer Data. Synap will use commercially reasonable efforts to restore Customer Data from an available backup following loss or corruption caused by a Service failure, but restoration may not recover changes made after the relevant backup.

Return, deletion and backup expiry following termination are governed by the DPA.

#### 5.4 Proctoring, identity verification and automated analysis

Customer may choose to enable features intended to support assessment integrity, identity verification or review. Depending on the selected configuration, these features may capture or process identification documents, selfies, facial images, webcam or audio recordings, screen activity, room or environment scans, identity-verification results, gaze or behavioural signals, and related metadata (**Assessment Integrity Features**).

Customer determines whether and for what purposes to enable Assessment Integrity Features. Customer is responsible for assessing their suitability for its intended use, providing legally required notices, identifying an appropriate lawful basis and any special-category condition, obtaining required permissions or consents, completing any required impact assessment, and providing an alternative process where required by applicable law or Customer policy. Synap will process related personal data in accordance with the DPA and Customer's documented instructions.

Recordings and room or environment scans may incidentally capture other individuals, communications, possessions or background information that neither party intends to analyse. Customer must provide reasonable instructions to End Users about preparing an appropriate environment and avoiding unnecessary capture. Unless expressly identified in the applicable Documentation or Order Form, Synap does not use these materials to infer sensitive personal characteristics.

Automated or algorithmic outputs, including identity-verification results, confidence scores, alerts and indicators, are intended to support Customer's review process. They do not constitute a final determination of identity, misconduct, eligibility, qualification or outcome, and Synap does not guarantee that they will identify every relevant event or avoid every false indication.

Customer remains responsible for decisions concerning an End User. Customer must apply appropriate human review before making a materially adverse decision based substantially on an automated output, unless Customer has separately determined that solely automated decision-making is lawful and has implemented all required safeguards.

### 6. Security and confidentiality

#### 6.1 Security

Synap will maintain appropriate technical and organisational measures designed to protect the Services and Customer Data against unauthorised access, alteration, disclosure, loss and destruction. Further information is available in the Security Policy and DPA.

#### 6.2 Confidential Information

**Confidential Information** means non-public information disclosed by one party (**Discloser**) to the other (**Recipient**) that is identified as confidential or should reasonably be understood to be confidential given its nature and the circumstances. Customer Data is Customer's Confidential Information. The Services, non-public Documentation, security information, pricing and performance-test results are Synap's Confidential Information.

Confidential Information does not include information that the Recipient can demonstrate:

* is or becomes public without breach of the Agreement;
* was lawfully known without restriction before disclosure;
* is received lawfully from a third party without confidentiality duty; or
* is independently developed without use of the Discloser's Confidential Information.

The Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care and disclose it only to personnel, professional advisers and subcontractors who need to know it and are bound by appropriate confidentiality duties.

A Recipient may disclose information where legally required, provided it gives advance notice where legally permitted and reasonably cooperates with protective steps at the Discloser's expense.

On request or termination, each party will return or delete the other's Confidential Information where reasonably practicable, subject to legal retention, routine protected backups and the DPA.

These obligations continue for five years after disclosure or termination, and for trade secrets for as long as they remain protected as trade secrets. Obligations concerning personal data continue as required by applicable law and the DPA.

### 7. Third-party services

#### 7.1 Customer-directed integrations

Customer may choose to connect the Services to a third-party product or account. Customer authorises Synap to exchange the information reasonably necessary for that integration and is responsible for its relationship with the third-party provider.

Synap is not responsible for a third-party product selected or controlled by Customer, or for Customer Data after Customer directs its export to that product, except to the extent a loss is caused by Synap's breach of the Agreement.

#### 7.2 Synap providers

Third parties engaged by Synap to provide part of the Services remain subject to Synap's obligations under the Agreement. Subprocessors are governed by the DPA and [Subprocessors List & Management Policy](https://legal.synap.ac/subprocessors-list-and-management-policy).

### 8. Fees, billing and renewal

#### 8.1 Fees and taxes

Customer will pay the fees in the Order Form. Unless stated otherwise, invoices are due within 30 days, fees are non-refundable except where the Agreement expressly provides otherwise, and fees exclude applicable taxes.

Except for an amount disputed reasonably and in good faith under section 8.3 or a deduction required by law, Customer will pay amounts due without set-off, counterclaim, deduction or withholding.

Customer is responsible for taxes arising from its purchase other than taxes based on Synap's net income. Synap may charge tax where legally required.

#### 8.2 Card payments

Where Customer provides a payment card, Customer authorises Synap and its payment provider to charge recurring subscription, usage and other agreed fees. Customer must keep payment information current and remains responsible for charges that cannot initially be collected.

#### 8.3 Late payment and suspension

Undisputed overdue sums may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Synap may suspend affected Services after at least five days' notice of an overdue amount.

Synap will not suspend for an amount disputed reasonably and in good faith while Customer cooperates diligently to resolve the dispute. Suspension does not relieve Customer of the obligation to pay undisputed fees.

#### 8.4 Renewal and cancellation

A Subscription renews and may be cancelled as stated in the Order Form. Where no separate notice period is stated, Customer may give notice of non-renewal before the end of the current Subscription Term through available account-management tools or in writing. Cancellation takes effect at the end of the current Subscription Term.

#### 8.5 Free trials

Synap may end or restrict a free trial at any time. Free trials must not be used to deliver live or business-critical examinations unless Synap agrees otherwise in writing. Support and uptime commitments do not apply to free trials.

Trial data may be deleted beginning seven days after the trial ends or payment fails. Customer is responsible for exporting anything it wishes to retain before then. Synap may suspend or delete abusive or duplicate trial accounts without advance notice where reasonably necessary to prevent misuse.

Further billing information is available in the [Billing & Payment Terms](https://legal.synap.ac/billing-and-payment-terms).

### 9. Intellectual property

Synap and its licensors retain all rights in the Services, Documentation, software, models, designs, interfaces and underlying technology, including improvements and derivative works. No ownership is transferred to Customer.

Customer may provide suggestions or feedback. Customer grants Synap a worldwide, perpetual, irrevocable, royalty-free right to use feedback without identifying Customer or disclosing Customer Confidential Information.

Synap may create and use aggregated or de-identified information that does not identify Customer or an individual, provided it does not attempt to re-identify it.

### 10. Warranties and disclaimers

Each party warrants that it has authority to enter into the Agreement.

Synap warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation when used as authorised. If Synap breaches this warranty, it will use commercially reasonable efforts to correct the non-conformity. If it cannot do so within a reasonable period, Customer may terminate the materially affected Services and receive a pro-rata refund of unused prepaid fees.

Correction or, where applicable, termination and refund are Customer's sole and exclusive remedies for breach of the performance warranty in this section. The warranty does not apply to a non-conformity caused by Customer Data, Customer's instructions or configuration, use contrary to the Agreement or Documentation, an unauthorised modification, or a third-party product or system not supplied or controlled by Synap.

Except as expressly stated and to the fullest extent permitted by law, the Services, Documentation, beta features and trials are provided “as available”. Synap does not warrant uninterrupted or error-free operation, that every defect will be corrected, or that the Services will meet requirements not documented in the Agreement.

Customer is responsible for decisions and results based on its configuration and use of the Services. Synap does not make assessment, employment, qualification or disciplinary decisions on Customer's behalf.

**To the fullest extent permitted by law, all warranties, representations and conditions implied by statute, common law or otherwise are excluded, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. This does not limit the express warranty or Synap IP indemnity stated in the Agreement.**

### 11. Limitation of liability

#### 11.1 Liabilities that are not limited

Nothing in the Agreement excludes or limits liability for:

* death or personal injury caused by negligence;
* fraud or fraudulent misrepresentation;
* Customer's obligation to pay fees properly due;
* breach of a liability that cannot lawfully be excluded or limited; or
* deliberate infringement or misappropriation of the other party's intellectual property rights.

#### 11.2 Excluded losses

Subject to section 11.1, neither party is liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, or for indirect, special or consequential loss.

This exclusion does not prevent recovery of amounts payable to a third party under an indemnity in section 12, reasonable costs of investigating and mitigating a personal-data breach caused by the liable party, or reasonable costs of restoring lost or damaged Customer Data, to the extent otherwise recoverable under the Agreement.

#### 11.3 General cap

Subject to sections 11.1 and 11.4, each party's total aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer for the affected Services during the 12 months immediately before the event giving rise to the first claim.

If that event occurs during the first 12 months of the Subscription Term, the cap is the fees paid or payable for the affected Services from the start of the Subscription through its first anniversary.

#### 11.4 Higher cap

Each party's total aggregate liability for breach of section 6 (Security and confidentiality), the DPA, and its obligations under section 12 (Indemnities) will not exceed two times the cap calculated under section 11.3.

The higher cap is not additional to the general cap. Amounts paid under either cap reduce the amount available under the other for the same events.

#### 11.5 Scope

The limitations apply in aggregate across contract, tort including negligence, misrepresentation, restitution, breach of statutory duty and any other cause of action, and apply to the parties' Affiliates, personnel and subcontractors.

The DPA may identify liabilities that cannot lawfully be limited. Nothing in these Terms restricts a data subject's rights or a regulator's powers.

### 12. Indemnities

#### 12.1 Customer indemnity

Customer will defend Synap against a third-party claim to the extent it alleges that:

* Customer Data or materials supplied by Customer infringe that third party's intellectual property, privacy or other rights;
* Customer's unlawful instructions, configuration or use of the Services caused the claim;
* Customer materially breached the Acceptable Use Policy; or
* Customer failed to provide a legally required notice, lawful basis, permission or assessment concerning its relationship with an End User.

Customer will indemnify Synap for damages and reasonable external legal costs finally awarded or agreed in settlement of such a claim. This indemnity does not apply to the extent the claim was caused by Synap's breach of the Agreement, negligence or wilful misconduct.

#### 12.2 Synap IP indemnity

Synap will defend Customer against a third-party claim alleging that Customer's authorised use of the Services infringes:

* a patent issued in the United Kingdom;
* where Customer is established in the United States of America, a patent issued in the United States of America; or
* a copyright, trade mark, database right or right of confidentiality.

Synap will indemnify Customer for damages and reasonable external legal costs finally awarded or agreed in settlement.

The indemnity does not apply to a claim arising from Customer Data, a Customer or third-party modification, combination with an item not supplied or approved by Synap, use contrary to the Agreement or Documentation, or continued use after Synap has notified Customer to stop because of the claim.

If such a claim is made or reasonably likely, Synap may obtain the right for Customer to continue using the affected Services, modify or replace them with materially equivalent functionality, or terminate the affected Services and refund unused prepaid fees for the terminated period.

#### 12.3 Procedure

An indemnity applies only if the indemnified party:

* gives prompt notice of the claim, with delay relieving the indemnifying party only to the extent materially prejudiced;
* provides reasonable cooperation at the indemnifying party's expense; and
* gives the indemnifying party control of the defence and settlement.

The indemnifying party may not settle a claim in a way that admits fault by, imposes non-monetary obligations on, or fails to release the indemnified party without that party's prior written consent, not to be unreasonably withheld.

The indemnities are subject to section 11 unless section 11.1 applies.

### 13. Term and termination

#### 13.1 Termination for cause

Either party may terminate the Agreement or an affected Order Form by written notice if the other party:

* materially breaches the Agreement and, where the breach can be remedied, fails to remedy it within 30 days after notice;
* clearly states or otherwise unequivocally indicates that it will not pay a material, undisputed payment obligation when due;
* to the extent permitted by applicable law, becomes insolvent, enters administration or liquidation, ceases business, or is subject to an analogous event; or
* repeatedly breaches the Agreement in a manner that reasonably demonstrates it cannot or will not comply.

Synap may suspend access immediately where reasonably necessary to prevent a security threat, unlawful use or material harm. Where practicable, Synap will notify Customer and restore access when the issue is resolved.

#### 13.2 Effect of termination

Termination does not affect accrued rights or payment obligations. Customer must stop using the terminated Services and pay fees due through the effective termination date.

Customer may export Customer Data during the Subscription Term and any post-termination period made available by Synap. Customer Data is returned or deleted in accordance with the DPA. Customer remains responsible for exporting records it needs to retain.

If Customer terminates for Synap's uncured material breach, Synap will refund prepaid fees covering the terminated period. Otherwise, prepaid fees are non-refundable except where the Agreement states differently.

Provisions intended by their nature to survive will do so, including payment, intellectual property, confidentiality, liability, indemnities, data return or deletion, and general terms.

### 14. Publicity

Synap may identify Customer publicly as a customer only with Customer's prior written consent. Any permitted use of Customer's name or logo must follow reasonable brand guidelines and does not imply endorsement.

### 15. General

#### 15.1 Subcontractors

Synap may use subcontractors to provide the Services but remains responsible for their performance as required by the Agreement. Subprocessors are governed by the DPA.

#### 15.2 Assignment

Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld. Either party may assign it without consent to an Affiliate or in connection with a merger, reorganisation or transfer of substantially all relevant business or assets, provided the assignee is able to perform the Agreement and is not a direct competitor of the non-assigning party. Customer may not assign to a direct competitor of Synap without Synap's consent.

#### 15.3 Notices

Legal notices must be in writing and sent by email and, where the notice concerns termination for cause, indemnity or litigation, also by recorded delivery or recognised courier.

Notices to Synap must be sent to <legal@synap.ac>. Notices to Customer may be sent to the Account Owner email and address stated in the Order Form. Routine service, billing and operational messages may be delivered electronically through the Services or email.

#### 15.4 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will take reasonable steps to mitigate the effect and keep the other informed. If a material force-majeure event continues for more than 60 days, either party may terminate the affected Services on written notice.

#### 15.5 Entire agreement and reliance

The Agreement constitutes the entire agreement concerning its subject matter and supersedes prior proposals and communications. Each party acknowledges that it has not relied on a statement not included in the Agreement, but nothing excludes liability for fraud or fraudulent misrepresentation.

Customer's purchase is not contingent on the delivery of future functionality or features. Roadmaps, demonstrations and statements concerning possible future functionality do not create a binding commitment unless expressly included in an Order Form.

Except for an update or change made under section 2, an amendment or variation of the Agreement is effective only if it is recorded in writing or accepted electronically by authorised representatives of both parties. An oral statement, informal discussion or course of dealing does not modify the Agreement.

#### 15.6 Order of precedence

If documents conflict, the following order applies:

1. mandatory terms of an applicable international-transfer mechanism, for the relevant transfer;
2. the DPA, for personal-data matters;
3. the Order Form;
4. the Professional Services Agreement, for Professional Services;
5. these Terms; and
6. another incorporated policy.

An Order Form overrides the DPA only where it expressly identifies the DPA provision being amended and the amendment is lawful.

#### 15.7 No partnership; third-party rights

The Agreement does not create a partnership, joint venture, fiduciary or agency relationship. Neither party may bind the other.

A person who is not a party has no right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

#### 15.8 Waiver and severability

A failure or delay to exercise a right is not a waiver. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, without affecting the remaining provisions.

#### 15.9 Insurer subrogation

Nothing in the Agreement waives any right of subrogation that a party's insurer may have by operation of law or under the applicable insurance policy. Any insurer exercising such a right is subject to the same limitations, exclusions, defences and procedural requirements that would apply to the insured party.

#### 15.10 Insurance

During the Subscription Term, Synap will maintain insurance with reputable insurers in types and amounts that are commercially reasonable having regard to the nature and scale of the Services, including cyber liability and technology professional indemnity or errors and omissions coverage, together with any insurance required by applicable law.

On reasonable written request, Synap will provide Customer with a certificate of insurance or other reasonable evidence of that coverage. Synap is not required to disclose full policy wording or commercially sensitive information.

The existence or amount of insurance does not increase Synap's liability or alter any limitation, exclusion or remedy under the Agreement.

#### 15.11 Governing law and dispute resolution

The Agreement and any dispute or non-contractual obligation arising out of or in connection with it are governed by the laws of England and Wales.

If Customer is established outside the United States of America, the courts of England and Wales have exclusive jurisdiction.

If Customer is established in the United States of America, any dispute, controversy or claim arising out of or in connection with the Agreement, including its existence, validity or termination and any non-contractual obligation, will be finally resolved by arbitration under the Rules of the London Court of International Arbitration, which are incorporated into this section. The seat of arbitration will be London, England. The tribunal will consist of one arbitrator and the language of the arbitration will be English.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction or from bringing proceedings to recover an undisputed overdue payment. An arbitral award will be final and binding and may be enforced in any court of competent jurisdiction.

Nothing in this section makes Customer respo

#### 4.nsible for Synap's own breach of the Agreement or applicable law.