Terms of Use

Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and SYNE One Ltd, a company incorporated in England and Wales (Company Number: 12847361), with its registered office at 14 Curtain Road, Shoreditch, London, EC2A 3LT, United Kingdom ("SYNE One", "we", "us", or "our").

By accessing or using the SYNE One platform, website (syneone.com), mobile applications, APIs, or any related services (collectively, the "Platform"), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accessing the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" shall include that entity.

Definitions

Throughout these Terms, the following definitions apply:

• "Account" means the account you create to access and use the Platform, associated with a unique email address and password.
• "Customer" means any individual or entity that has entered into a Subscription Agreement with SYNE One for access to the Platform.
• "Subscription" means the paid licence granted to a Customer to access and use the Platform in accordance with the applicable plan (Starter, Growth, or Enterprise).
• "Platform Content" means all text, data, information, software, graphics, photographs, and other materials that SYNE One makes available through the Platform, excluding User Content.
• "User Content" means all data, documents, financial records, supplier information, contracts, and other materials that you upload, submit, or otherwise make available through the Platform.
• "Marketplace" means the SYNE One B2B marketplace that enables buyers to discover and transact with suppliers of sustainable products and services.
• "Trade Finance Services" means financial products including invoice discounting, purchase order finance, and ESG-linked credit facilities made available through SYNE One's banking and DFI partners.
• "ESG Data" means environmental, social, and governance performance data, Scope 1–3 emissions calculations, sustainability certifications, and related compliance reports generated through the Platform.
• "Authorised Users" means the employees, contractors, and other individuals you authorise to access the Platform under your Subscription.

Access and Account Registration

Account creation

To access most features of the Platform, you must create an Account. You agree to provide accurate, current, and complete information during registration and to keep this information up to date. You are responsible for all activity that occurs under your Account, including activity by Authorised Users.

Account security

You are responsible for maintaining the confidentiality of your login credentials and for implementing appropriate security measures to protect your Account. You must notify us immediately at security@syneone.com if you suspect any unauthorised access to or use of your Account. SYNE One will not be liable for any loss or damage arising from unauthorised access resulting from your failure to maintain adequate security.

Identity verification

Access to certain features - including Trade Finance Services, Marketplace supplier listing, and some compliance modules - requires completion of identity verification (KYC/KYB). You agree to provide accurate documentation and to cooperate with our verification processes. SYNE One reserves the right to suspend or terminate access if verification requirements are not met or if information provided is found to be false or misleading.

Authorised Users

You may grant access to Authorised Users up to the number permitted under your Subscription plan. You are responsible for ensuring that all Authorised Users comply with these Terms. Any act or omission by an Authorised User that would constitute a breach of these Terms will be deemed a breach by you.

Permitted Use and Restrictions

Permitted use

Subject to these Terms and payment of applicable fees, SYNE One grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business operations and in accordance with your Subscription plan. This licence does not include any right to sublicense, resell, or otherwise distribute access to the Platform to third parties.

Prohibited activities

You must not, and must not permit any Authorised User or third party to:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any Platform Content
• Access the Platform by any means other than through the interfaces provided by SYNE One, including through automated scripts, bots, scrapers, or crawlers
• Attempt to gain unauthorised access to any part of the Platform, its related systems, or the data of other users
• Use the Platform to transmit, distribute, or store any content that is unlawful, harmful, fraudulent, infringing, or that violates any applicable laws or regulations
• Use the Platform in connection with any transaction that violates applicable sanctions laws, export controls, or anti-money laundering regulations
• Remove, obscure, or alter any proprietary notices, labels, or trademarks on the Platform
• Use the Platform to benchmark or develop a competing product or service
• Share, sell, or transfer your Account credentials or access rights to any third party not designated as an Authorised User under your Subscription
• Introduce viruses, malware, or any other malicious code into the Platform
• Engage in any activity that disproportionately burdens or disrupts the Platform's infrastructure or interferes with other users' access

SYNE One reserves the right to immediately suspend or terminate access if any of these prohibitions are violated, without prejudice to any other remedies available under these Terms or applicable law.

Subscription, Fees, and Payment

Subscription plans

The Platform is available on a subscription basis, with plans set out on our pricing page. Subscription fees are charged in advance on a monthly or annual basis, depending on the plan you select. Current pricing is available at syneone.com/pricing and is subject to change with 30 days' prior written notice.

Payment terms

By providing payment details, you authorise SYNE One to charge your payment method for the applicable Subscription fees at the frequency specified in your plan. All fees are exclusive of VAT and any other applicable taxes, which will be added as required by law. You are responsible for all taxes applicable to your Subscription.

Free trial

SYNE One may offer a free trial period for certain plans. Unless you cancel before the end of the trial period, your trial will automatically convert to a paid Subscription, and your payment method will be charged. We will notify you before the trial ends.

Non-payment and suspension

If any payment is overdue by more than 14 days, SYNE One may suspend your access to the Platform until all outstanding amounts are paid in full. Continued non-payment for more than 30 days after the due date may result in termination of your Subscription and deletion of your data in accordance with our data retention policy.

Refund policy

Subscription fees paid in advance are non-refundable except where required by law. If you terminate your Subscription during a billing period, you will retain access to the Platform until the end of that billing period. Enterprise contracts may have separate refund provisions as agreed in writing.

Platform Modules and Features

The Platform comprises several integrated modules, the availability of which depends on your Subscription plan. These include:

• Finance & Accounting: invoicing, payment processing, bank reconciliation, multi-currency management, P&L reporting, and trade finance access
• Supplier & Customer Management: supplier onboarding, digital contract execution, credential management, and relationship analytics
• Procurement & RFx: structured sourcing events, bid management, purchase order management, and spend analytics
• Business Analytics: financial dashboards, supplier performance intelligence, cash flow forecasting, and custom reporting
• Emissions & ESG: Scope 1–3 emissions calculation, sustainability reporting (CSRD, GRI, CDP), and net-zero pathway modelling
• B2B Marketplace: supplier discovery, AI-powered matching, RFQ issuance, and supply chain traceability
• Tax Management: multi-jurisdiction VAT/GST calculation, CBAM tracking, transfer pricing documentation, and withholding tax automation

SYNE One reserves the right to modify, suspend, or discontinue any module or feature with reasonable notice. Material changes to features included in your Subscription will be communicated at least 30 days in advance. We will not materially reduce the core functionality of a paid Subscription tier without offering either a comparable alternative or a pro-rated refund.

Intellectual Property

SYNE One IP

All intellectual property rights in the Platform, including its software, algorithms, interfaces, designs, documentation, and Platform Content, are owned by SYNE One or its licensors. These Terms do not transfer any ownership of intellectual property rights to you. The SYNE One name, logo, and related marks are trademarks of SYNE One Ltd. You may not use them without our prior written consent.

Your IP and User Content

You retain all intellectual property rights in your User Content. By uploading or submitting User Content to the Platform, you grant SYNE One a worldwide, non-exclusive, royalty-free licence to use, store, process, and transmit that content solely to the extent necessary to provide the Platform services to you. This licence terminates when your User Content is deleted from the Platform.

Feedback

If you provide SYNE One with feedback, suggestions, or ideas regarding the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use and incorporate such feedback into the Platform or other products and services, without any obligation to credit or compensate you.

AI-generated outputs

The Platform uses artificial intelligence and machine learning to generate insights, recommendations, and reports. You acknowledge that such outputs are generated automatically and may require human review before being relied upon for significant business decisions. SYNE One does not warrant the accuracy or completeness of AI-generated outputs.

User Content and Data

Your responsibility for User Content

You are solely responsible for the accuracy, legality, and appropriateness of all User Content you submit to the Platform. You represent and warrant that: (a) you have all necessary rights to upload and use the User Content; (b) the User Content does not infringe any third-party intellectual property rights; and (c) the User Content complies with all applicable laws and regulations.

Data processing

Where you use SYNE One to process personal data of your employees, suppliers, or customers, you are the data controller and SYNE One acts as a data processor. In these circumstances, our Data Processing Agreement governs the processing of that personal data. You are responsible for ensuring you have a lawful basis for processing and for providing appropriate notices to the individuals concerned.

Data portability and deletion

You may export your User Content at any time using the Platform's built-in export tools. Upon termination of your Subscription, we will provide you with a 30-day window to export your data, after which it will be deleted in accordance with our data retention policy. We will retain financial transaction records for as long as required by law, even after Subscription termination.

Anonymised data

SYNE One may use anonymised, aggregated data derived from your use of the Platform - from which you cannot be identified - to improve the Platform, train machine learning models, generate industry benchmarks, and produce research reports. This right survives termination of your Subscription.

Confidentiality

Each party may have access to the other's confidential information in connection with these Terms. "Confidential Information" means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to: (a) keep the other's Confidential Information strictly confidential; (b) not disclose it to any third party without prior written consent, except to employees, contractors, or advisers who need to know it and are bound by equivalent confidentiality obligations; and (c) use it only for the purposes of performing its obligations or exercising its rights under these Terms.

These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory order, provided the receiving party gives prompt notice to enable the disclosing party to seek protective relief.

Confidentiality obligations survive termination of these Terms for a period of five years, except in relation to trade secrets, which remain subject to confidentiality obligations indefinitely.

Third-Party Services and Integrations

The Platform integrates with a range of third-party services, including ERP systems, accounting software, payment providers, Open Banking providers, identity verification services, and ESG certification bodies. These integrations are provided for your convenience, and your use of any third-party service is subject to that service's own terms and privacy policy.

SYNE One does not endorse, control, or assume responsibility for the availability, accuracy, or reliability of any third-party service. We are not liable for any loss or damage arising from your use of third-party services accessed through the Platform, or from any disruption to those services.

Where a third-party integration requires you to provide credentials or authorise access to your third-party accounts, you do so at your own risk and in accordance with the relevant third-party's terms. SYNE One will access third-party data only to the extent necessary to provide the Platform services you have requested.

Trade Finance and Financial Services

SYNE One provides access to Trade Finance Services - including invoice discounting, purchase order finance, ESG-linked credit facilities, and letters of credit - through a network of regulated banking and Development Finance Institution (DFI) partners. These services are provided by the relevant regulated financial institution, not by SYNE One Ltd, which acts as an introducer and technology facilitator.

Important: SYNE One Ltd is not a bank, lender, or financial institution. We do not hold deposits, provide credit, or manage funds. All financing decisions - including approval, terms, and disbursement - are made by the relevant regulated partner institution and are subject to that institution's own terms and conditions.

By applying for Trade Finance Services through the Platform, you agree to:

• Provide accurate and complete information in all finance applications
• Comply with the terms and conditions of the relevant financing institution
• Meet all Know Your Customer (KYC), Anti-Money Laundering (AML), and sanctions requirements
• Repay any credit or financing facilities on the terms agreed with the relevant institution

SYNE One is not liable for any decisions made by financing partners regarding the approval, terms, or withdrawal of any Trade Finance Service. Any complaints regarding Trade Finance Services should be directed to the relevant regulated institution.

Marketplace Rules

Buyer obligations

As a buyer on the SYNE Marketplace, you agree to: issue RFQs and purchase orders in good faith; honour accepted bids and signed contracts; pay invoices by the agreed payment terms; and not use the Marketplace to gather supplier pricing information without genuine procurement intent.

Supplier obligations

As a supplier on the SYNE Marketplace, you represent and warrant that: all information in your supplier profile is accurate and up to date; all certifications and ESG credentials you claim have been genuinely obtained and remain current; your products and services comply with all applicable laws and regulations in the markets where they are sold; and you will fulfil orders in accordance with the terms of the relevant contract.

ESG credential accuracy

Suppliers acknowledge that SYNE One independently verifies ESG credentials and that submitting false or misleading certification information may result in immediate removal from the Marketplace, termination of your Subscription, and referral to relevant regulatory or certification bodies.

Transactions and disputes

SYNE One is not a party to any transaction between buyers and suppliers on the Marketplace. All commercial terms, including price, delivery, payment, and quality, are agreed between the buyer and supplier. Disputes arising from Marketplace transactions should be resolved between the parties directly, subject to the applicable smart contract terms. SYNE One may, at its discretion, assist in dispute resolution but is not obligated to do so.

Supply chain traceability

Blockchain traceability records generated through the Marketplace are immutable once created. All parties agree that data submitted for traceability purposes must be accurate and that creating false traceability records constitutes a material breach of these Terms and may constitute fraud under applicable law.

Warranties and Disclaimers

SYNE One's limited warranties

SYNE One warrants that: (a) the Platform will perform materially in accordance with its documentation; (b) we will implement reasonable security measures to protect your data; and (c) we will use commercially reasonable efforts to maintain Platform availability consistent with the Service Level Agreement in your Subscription plan.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY OTHER WARRANTY OF ANY KIND. SYNE ONE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranty that the Platform will be uninterrupted, error-free, or completely secure
• Any warranty regarding the accuracy or completeness of AI-generated outputs, financial insights, or ESG calculations
• Any warranty regarding outcomes arising from Trade Finance Services or Marketplace transactions

The Platform does not constitute financial, legal, tax, or professional advice. You should seek independent professional advice before making significant business decisions based on Platform outputs.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• SYNE One's total cumulative liability to you for all claims arising under or in connection with these Terms - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - shall not exceed the greater of: (a) the total Subscription fees paid by you in the 12 months immediately preceding the event giving rise to the claim; or (b) £500
• SYNE One shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or the cost of substitute services, even if advised of the possibility of such damages
• SYNE One shall not be liable for any losses arising from: (a) your failure to implement adequate security measures; (b) inaccurate User Content; (c) decisions made by financing partners; (d) third-party service outages; or (e) force majeure events

Nothing in these Terms limits or excludes SYNE One's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless SYNE One, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or any applicable law or regulation
• Your User Content, including any claim that your User Content infringes third-party intellectual property rights or violates applicable law
• Any transaction you enter into through the Marketplace, including disputes with other buyers or suppliers
• Your use of Trade Finance Services, including any misrepresentation made in a finance application
• Any claim by an Authorised User arising from your failure to comply with these Terms

SYNE One will promptly notify you of any claim subject to indemnification and will give you reasonable control over the defence and settlement of such claim, provided that you do not settle any claim without SYNE One's prior written consent where the settlement imposes any obligation on SYNE One.

Term and Termination

Term

These Terms commence on the date you first access the Platform or create an Account and continue until your Subscription is terminated in accordance with this section.

Termination by you

You may terminate your Subscription at any time through your account settings or by contacting support@syneone.com. Termination takes effect at the end of your current billing period. You will retain access to the Platform until the end of that period, after which your Account will be deactivated.

Termination by SYNE One

SYNE One may terminate your Subscription or suspend your access to the Platform: (a) immediately, if you breach these Terms in a material way and either the breach is not capable of remedy, or you fail to remedy it within 14 days of written notice; (b) immediately, if we have reason to believe your Account is being used for fraudulent, illegal, or sanctioned activities; (c) with 30 days' written notice for any other reason.

Effect of termination

Upon termination, your licence to access and use the Platform ceases immediately. You must cease all use of the Platform and delete any downloaded Platform Content from your systems. Sections 7, 8, 9, 13, 14, 15, and 17 of these Terms survive termination.

Governing Law and Disputes

Governing law

These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Dispute resolution

In the event of a dispute arising out of or in connection with these Terms, the parties will first attempt to resolve the dispute informally by escalating the matter to senior management of both parties. If the dispute is not resolved within 30 days of written notice, either party may refer it to binding arbitration under the rules of the London Court of International Arbitration (LCIA), with the seat of arbitration in London and the language of arbitration being English.

Notwithstanding the foregoing, SYNE One reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information, without first following the informal dispute resolution process.

Jurisdiction for non-arbitrated disputes

For any disputes not subject to arbitration, both parties submit to the exclusive jurisdiction of the courts of England and Wales.

General Provisions

Entire agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any Subscription Agreement, Order Form, or Data Processing Agreement entered into by the parties, constitute the entire agreement between you and SYNE One in relation to the Platform and supersede all prior agreements, representations, and understandings.

Amendments

SYNE One may amend these Terms at any time. We will provide at least 30 days' prior notice for material changes by posting the updated Terms on our website and notifying you by email. Your continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and terminate your Subscription.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without SYNE One's prior written consent. SYNE One may assign these Terms or any of its rights and obligations under them without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of its business assets.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions shall continue in full force and effect.

Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing to be effective.

Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government actions, or widespread internet or utility failures. The affected party will notify the other promptly and will use reasonable efforts to resume performance as soon as practicable.

Contact

For any questions about these Terms of Use, please contact us at legal@syneone.com or at our registered office: SYNE One Ltd, 14 Curtain Road, Shoreditch, London, EC2A 3LT, United Kingdom.