Terms of Service
Updated 11th March 2022
Please read these Terms of Service (“Terms”, "Agreement") carefully. By signing up for a Subscription to use Synap's Services, you agree to the terms and conditions of this Agreement. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, "you" and "your" will refer to that entity. We may update this agreement from time to time, in which case we will let you know by posting the updated Agreement on the Site, and/or may also send other communications. It is important that you review this agreement whenever we update it, or you use the Services. Your continued use of or access to the Services constitutes acceptance of those changes. If you don not agree to be bound by the changes, you may not use the Services anymore.
The definitions and rules of interpretation in this clause apply in this agreement
an Admin User refers to any user account created on Synap, that has administrator priviliges over a specific Synap Portal.
an End User refers to any registered user of a Synap Portal, with the exception of Admin Users.
Admin Users and End Users, collectively, may be referred to as Authorised Users.
the Documentation refers to material made available via Synap's designated Help Center, currently located at https://academy.synap.ac, as well as other materials that may be offered via the synap.ac website including but not limited to blog posts, articles and FAQs.
the Services refers to Synap's online learning and assessment technologies, including but not limited to the Synap online platform, mobile apps, reporting platform and any other online tools, widgets, plugins and other technologies developed or otherwise provided by Synap.
a Portal refers to a particular Customer's 'instance' of Synap, typically made available via a subdomain at synap.ac, e.g. https://customer-name.synap.ac.
2.1. Services Overview. Synap offers a range of web-based platforms, mobile apps, tools and other services designed to help you create, deliver and analyse various forms of online learning - such as exams, question banks and courses - to your students, employees, customers or other users (collectively, "People"). These Services include:
- the Synap Website ("Website") available at https://synap.ac - this is our public website, displaying key information about our products, services and contact information
- the Synap Platform ("Platform") is the platform we make available to our Customers, on a Subscription basis. It consists of a proprietary back-end framework that forms our Server, a web-based platform and a mobile app for iOS and Android devices.
- the Synap Reporting Platform ("Reporting Platform") is a beta tool that allows our Customers' Admin Users to perform bulk operations such as generating user accounts and exporting data.
2.2. Provision of Services.** Synap's Services are provided on a subscription basis
Subject to you purchasing a Subscription, and subject to the terms and restrictions set out in this Agreement, we grant you a non-exclusive, non-transferable right, without the right to grant sublicences, for you and your Authorised Users to use our Services and the Documentation during your Subscription Term.
We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, in a manner substantially in accordance with the Documentation.
If our Services do not conform with the above criteria, we will use commercially reasonable measures to correct it, or to provide the you with an alternative means of accomplishing the desired goal. Such correction or substitution, and the right to terminate your Subscription, are your sole and exclusive remedy for any breach of these obligations.
In order for us to provide you with the best possible service, and to meet our obligations under this Agreement, you must keep your Admin account details up to date. We require that your account has a valid payment method for the duration of your Subscription Term.
You may use the Platform for your own internal business and commercial purposes. However, you must not use the Platform to create derivative works or to build a product that is directly competitive with Synap. You must not attempt to reverse engineer our Services.
You must take commercially reasonable measures to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Synap.
The Customer assumes sole responsibility for the actions of, or claims made by, the Customer's End Users. This includes, but is not limited to compliance with relevant data protection and other laws governing the relationship between The Customer and their end-users
You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
Synap reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, you shall not:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- use the Services and/or Documentation to provide services to third parties; or
- subject to 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or
- introduce or permit the introduction of, any Virus or Vulnerability into Synap's network and information systems.
Synap does not provide an archiving service. Synap agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term and expressly disclaims all other obligations with respect to storage.
In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Synap shall be for Synap to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Synap in accordance with our archiving procedures.
Synap agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. Please refer to our Security Policy for more detailed information.
6.1. Synap Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Synap or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Synap Technology"). Except as expressly set forth in this Agreement, no rights in any Synap Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for Synap Code and the Synap Apps in the format provided by Synap.
6.2. Customer Data. You shall retain all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.3. Feedback & Suggestions. Synap shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, your Authorised Users or your End Users relating to the operation of the Services.
7.1. Integration with Third Party Platforms. The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Synap to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Synap has no responsibility or liability for any Third-Party Platform or how a Third-Party Platform uses or processes Customer Data after such is exported to it.
8.1. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. All fees are non-refundable.
8.2. Card Payments. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
- Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Synap (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
- Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
- Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Synap and Synap may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
- Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Synap notice of non-renewal to in accordance with Section 7.1 (Subscription Term and Renewals) or, if Customer's Subscription Term is on a monthly basis (or if otherwise permitted by Synap), by terminating via the "Settings" page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.
- Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Synap will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Synap will not charge Customer's Credit Card for any additional fees.
8.3. Overdue Charges & Suspension of Service. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend Our services to You until such charges are paid in full. We will give You at least 5 days’ prior notice that Your account is overdue.
8.4. Refunds. No refunds or credits will be issued for partial or unused periods of service.
8.5. Subscription Changes & Order Forms. You agree that by signing or otherwise agreeing to the terms of an Order Form sent to you by an authorised Synap representative, you are agreeing to be bound by the terms of that Order Form. You agree that Synap may modify your Subscription if you agree to it in writing, including by email or our live chat system.
8.6. Payment Disputes. We shall not exercise Our rights under Section 8.3 (Overdue Charges & Suspension of Service) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
For more information about how we calculate your bill, please read our Billing Policy.
In the event that you wish to cancel the contract, you must let us know in writing (including by email). Upon cancellation, your subscriptions will be terminated and no further charges will be raised. We reserve the right to charge your card, or raise an invoice for any outstanding charges on your account.
Your Portal and associated Customer Data will be deleted at the end of your Subscription Term, or sooner if you explicitly instruct us to do so. You are solely responsible for ensuring that any data you wish to keep is exported before then.
Except as expressly and specifically provided in this agreement, and to the fullest extend permitted by law:
- the Services and the Documentation are provided to the Customer on an "as is" and "as available" basis. We cannot guarantee that your use of the Services will be uninterrupted or error-free, or that it will meet your requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over the internet and other communications networks, and our Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such networks.
- To the fullest extent permitted by law, we shall not be liable for any loss of profit; loss of business; loss of contract; loss of use; loss of or corruption to data or information; loss of anticipated savings; loss or depletion of goodwill or similar losses; or any special, indirect or consequential loss, costs or damage arising out of or in connection with the Services.
- The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Synap shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Synap by the Customer in connection with the Services, or any actions taken by Synap at the Customer's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
- Nothing in these Terms and Conditions shall be construed so as to exclude or limit our liability for death or personal injury caused as a result of negligence or for fraud or fraudulent misrepresentation.
The Customer shall defend, indemnify and hold harmless Synap against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that: (i) the Customer is given prompt notice of any such claim; (b) Synap provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; (c) the Customer is given sole authority to defend or settle the claim.
Synap shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (i) Synap is given prompt notice of any such claim; (b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Synap in the defence and settlement of such claim, at Synap's expense; and (c) Synap is given sole authority to defend or settle the claim
In no event shall Synap, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (i) a modification of the Services or Documentation by anyone other than Synap; (ii) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Synap; (iii) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Synap or any appropriate authority.
The aformentioned terms state the Customer's sole and exclusive rights and remedies, and Synap's (including Synap's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12.1. Mutual Non-Disclosure. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Synap's Confidential Information. Synap acknowledges that the Customer Data is the Confidential Information of the Customer.
12.2. Confidential Information. A party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
12.3. No Disclosure. Each party shall: (i) hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement; (b) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
12.4. Exceptions. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with the terms of this Agreement, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.5. Survival. The provisions of this section ('Conidentiality') shall survive termination of this agreement, however arising.
Synap may, upon Customer’s prior written consent, use Customer’s name to identify Customer as a Synap customer of the Service, including on Synap public website. Synap agrees that any such use shall be subject to Synap complying with any written guidelines that Customer may deliver to Synap regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.
14.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
14.2. No Third-Party Beneficiaries. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.3. No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.4. Force majeure. Synap shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Synap or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14.5. Subcontractors. Synap may use the services of subcontractors and permit them to exercise the rights granted to Synap in order to provide the Services under this Agreement, provided that Synap remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement,(ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.
14.6. Notices. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes, or sent by email to the other Party’s email address.
14.7. Entire Agreement. This Agreement constitutes the entire agreement between both parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not set out in this Agreement.
14.8. Modification. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail.
14.9. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
14.10. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
14.11. Governing Law & Jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).