These Terms of Service (the "Terms") govern your access to and use of the Synapflo platform and related services (collectively, the "Service") operated by Synapflo Pte. Ltd., a company incorporated in Singapore, UEN: 202548336W ("Synapflo", "we", "us", or "our"). By accessing or using the Service, you agree to be legally bound by these Terms for the duration of your subscription. If you use the Service on behalf of an entity, you represent that you have authority to bind that entity. You must be at least 18 years old to use the Service.
You are responsible for all activities conducted through your account, maintaining the confidentiality of access credentials, ensuring that only authorised personnel access the Service, and all actions taken by your employees, contractors, agents, or end users. By registering for an account and using this site and Service, you agree to accept responsibility for all activities that occur under your identification and password.
Synapflo is a modular and configurable software-as-a-service (SaaS) platform that may include Synapflo CRM, Synapflo Business Operating System, Synapflo ERP, AI-powered agents for sales, administrative, and customer service purposes, messaging automation, analytics, payments, integrations, and industry-specific workflows and applications. The Service is provided as a general-purpose business tool. Synapflo does not participate in, control, or assume responsibility for your business decisions, customer interactions, contractual relationships, regulatory obligations, or commercial outcomes.
The Base Tier provides the Synapflo platform with a hard cap of one (1) admin seat and zero (0) staff seats per account, with no additional seating purchase option. The Standard Tier includes one (1) staff seat and one (1) admin seat, with additional staff and admin seats available for purchase. The Customised Tier provides consultation services for the software development of bespoke workflows, applications, features, integrations, and functions through the Synapflo platform. AI Agents are industry-specific agents built for administrative, sales, and customer service purposes.
The Service may generate automated outputs using artificial intelligence ("Outputs"). Outputs may be inaccurate, incomplete, or unsuitable due to generative artificial intelligence capabilities. Outputs do not constitute legal, financial, medical, or professional advice. You are solely responsible for reviewing and validating all Outputs. Synapflo disclaims liability arising from reliance on Outputs.
Synapflo may be listed as a vendor under certain government grant schemes and may help in application for grants at your request. Synapflo makes no representations or guarantees regarding grant eligibility, approval, reimbursement, or audit outcomes. All fees remain payable regardless of grant outcomes.
You retain ownership of all material and content you submit ("Your Content"). You grant Synapflo a limited licence to process Your Content solely to provide and maintain the Service. You represent that you have all rights and lawful bases to provide Your Content and that it complies with applicable laws.
Unless otherwise agreed in writing, message content may be retained for up to six (6) months, thereafter only metadata or summaries may be retained. Extended retention requires a separate agreement.
You act as the data controller for personal data processed through the Service. You are responsible for consents, notices, compliance with the PDPA, GDPR, and other applicable laws, and responding to data subject requests. Synapflo acts as a service provider or data processor only and is not responsible for your compliance obligations, and processes client data solely on documented instructions from clients. For the avoidance of doubt, 'documented instructions' include the terms of this Agreement, any applicable data processing agreement, and the client's configuration, settings, feature selections, and activation of templates, workflows, or AI agents made available through the Service.
You are solely responsible for ensuring that every message sent through the Service complies with applicable law. You warrant that, in respect of each recipient, you will obtain and retain records of valid consent to be contacted on the relevant channel where consent is required; screen recipient numbers against the applicable Do Not Call (DNC) Registers before sending any marketing message, unless you hold clear and unambiguous consent or a statutory exemption applies; clearly identify yourself as the sender, provide a functioning opt-out, and honour opt-out requests promptly; comply with the Personal Data Protection Act 2012, the Spam Control Act 2007, the WhatsApp Business Messaging Policy, and the terms of any other platform through which messages are sent, if governed by Singapore law; and not use the Service to send unlawful, deceptive, harassing, or unsolicited messages. You are the data controller in respect of all recipient data, and you warrant that each of your authorised users is at least 18 years of age and that, where Your Content includes personal data relating to minors, you have obtained all consents and authorisations required under applicable law. Synapflo acts only as a data intermediary and does not verify consent, screen recipients, or monitor message content. Breach of this Clause 6.2 is a material breach of this Agreement and a ground for immediate suspension under Clause 10.1(a).
Any template or content review by Synapflo or its staff is procedural only and does not constitute legal approval or compliance assurance. Responsibility remains with you. You remain the sole publisher and controller of all templates and communications. The availability, structure, or functionality of any template, workflow, or AI agent does not constitute a determination of the purposes for which personal data is processed.
Synapflo owns and retains all rights, title, and interest, including all intellectual property rights, in and to the Service, excluding Your Content. This includes all software, source code, algorithms, models, workflows, architectures, interfaces, designs, documentation, trade secrets, inventions, and related materials, unless otherwise expressly agreed in a separate written contract.
For Custom AI Agent engagements, the workflow configuration, business rules, and any client-specific assets Synapflo builds for you are licensed for your non-exclusive use, in line with confidentiality obligations, for as long as your subscription remains active. Underlying frameworks, libraries, and the runtime remain Synapflo's property.
Where Synapflo provides customised ERP development, integrations, or bespoke configurations ("Customised ERP"), Synapflo retains exclusive ownership of the Synapflo platform and all core systems, and of all reusable components — including system architecture, frameworks, libraries, tools, templates, AI agents, general know-how, and non-client-specific functionality — together with any improvements, enhancements, or derivatives thereof. Subject to full and timely payment of all applicable fees and continuous compliance with these Terms, Synapflo grants the client a non-exclusive, non-transferable, revocable licence during the subscription term to use the client-specific implementations developed for the client ("Client-Specific Implementations") solely for the client's internal business purposes. In the event of the client's insolvency, liquidation, judicial management, receivership, or similar proceedings, all licences granted under this clause shall automatically terminate to the maximum extent permitted by law, and no ownership transfer shall occur.
Fees are payable in advance. Unless stated otherwise in writing, fees are non-refundable. Usage-based charges may apply. Synapflo may introduce new products and services or modify the charges for existing products and services at its sole discretion, and any changes to fees will apply prospectively from the next billing cycle or usage-based charge. You are responsible for all fees charged to your account, and Synapflo will notify you in advance of pricing or billing method changes through the Service or by email. Late payments may accrue interest at 10% per year or the maximum rate allowed by law, whichever is lower. Fees do not include applicable taxes; you are responsible for all taxes, duties, or similar charges related to your use of the Service, excluding taxes based on Synapflo's net income.
Free trials may be terminated at our discretion. Data created during a free trial may be deleted at the end of the trial period in accordance with the Synapflo Privacy Policy. Unless expressly stated otherwise, all fees are non-refundable, usage-based overages (including LLM tokens and extra seats) will be billed separately, and free trials are non-transferable and terminate automatically if not converted to paid subscriptions. Synapflo will not be liable for any loss of data.
All fees due to Synapflo under this Agreement are exclusive of any taxes. You shall be responsible for the payment of all applicable taxes, withholding tax, duties, or levies. Where Synapflo is legally required to collect or remit taxes, such taxes will be charged in addition to the applicable fees and paid by you. If you are required by law to withhold or remit taxes, you shall gross up payments so that Synapflo receives the full amount invoiced, or reimburse Synapflo for any taxes, penalties, or interest incurred as a result of your failure to do so.
Some Services (e.g. Synapflo CRM, Synapflo ERP, Synapflo Business Operating System) are billed on recurring subscriptions. Other Services (e.g. customised ERP, customised Business Operating System) may be billed as annual contracts or project-based fees. Subscriptions renew automatically unless cancelled at least thirty (30) days prior to renewal. You may be required to provide Synapflo or its third-party payment service provider with valid billing information upon subscribing. Synapflo does not store your payment information and is not responsible for its security.
Synapflo may provide a wallet or account credit system within the Service (the "Wallet") to record prepaid balances, promotional credits, prorated subscription adjustments, or other credits issued by Synapflo. Where you downgrade a subscription tier, Synapflo may calculate a prorated adjustment automatically using system-based calculations, and any resulting balance will be credited to your Wallet; such calculations are deemed final unless Synapflo determines that a technical error has occurred. Wallet credits are non-refundable and non-transferable, do not constitute cash, deposits, stored value, or electronic money, may only be used within the Service, and expire after 12 months. Wallet credits may be applied toward eligible charges including usage-based charges such as LLM tokens or compute usage, subscription renewals (even if auto-renew is off), additional staff seats or user accounts, plan upgrades, or other services made available within the Service. Charges incurred through the Service will be applied in the following order of priority: available Wallet credits; your designated default payment method; and external invoicing where applicable. This billing priority is intended to minimise service interruption, but Synapflo does not guarantee uninterrupted service if sufficient payment sources are not available or if payment processing fails. Wallet credits have no monetary value outside the Service and cannot be redeemed for cash. Synapflo reserves the right to suspend, restrict, remove, or invalidate Wallet credits where it reasonably suspects fraud, abuse, unlawful activity, manipulation of billing mechanisms, attempts to circumvent pricing structures, or any activity that violates these Terms or applicable laws. If usage-based charges exceed available Wallet credits or prepaid balances, Synapflo may invoice you for the outstanding amount or suspend applicable services until payment is made.
Where you enable payment features, payments from your customers are processed through your own Stripe connected account under a separate agreement between you and Stripe. Synapflo is not a party to any transaction between you and your customers, does not act as merchant of record, and does not receive, hold, or control funds payable to you. You are solely responsible for your Stripe account and compliance with Stripe's terms, the goods or services you supply, pricing, taxes, refunds, and cancellations, and the handling of chargebacks, disputes, and customer complaints. You will indemnify Synapflo against any chargeback, refund, reversal, negative balance, card scheme fine, or penalty arising from your use of the payment features, and Synapflo may set off any such amount against your Wallet balance or invoice it to you. Synapflo may suspend the payment features immediately where their use poses a legal, security, or financial risk to Synapflo.
Charges for subscription renewals, additional staff seats, usage-based services (including LLM tokens), and other billable services will be applied in accordance with the billing priority described in these Terms, with available Wallet credits always applied first. The Service may provide an optional auto-charge or auto-renewal setting controlling whether the remaining balance after Wallet credits are applied may be automatically charged to your designated default payment method. If enabled, Synapflo may automatically charge your default payment method for any remaining balance to maintain uninterrupted service; if disabled, Synapflo may instead issue an invoice or suspend the applicable service if payment is not received. You are responsible for maintaining sufficient Wallet credits or valid payment methods if uninterrupted access is required, and Synapflo is not liable for any suspension, downgrade, interruption, or termination of services resulting from insufficient Wallet credits or failed payment methods.
Synapflo may suspend your access to the Service, in whole or in part, immediately and without prior notice where: (a) your use of the Service is unlawful or breaches Clause 17.4 (Acceptable Use) or the messaging compliance obligations in Clause 6.2; (b) continued access poses a material security, legal, or operational risk to Synapflo, the Service, or other clients, including where you fail to provide information or remediation reasonably requested by Synapflo in connection with such a risk; (c) you or your use is subject to sanctions or export restrictions; (d) suspension is required by law, by a regulator, or by a third-party platform provider whose terms govern a channel you use; or (e) fees remain unpaid more than seven (7) days after the due date, following written reminder. Synapflo will notify you of any suspension as soon as reasonably practicable, will limit the suspension to the extent reasonably necessary, and will restore access promptly once the cause is resolved.
Synapflo may terminate this Agreement immediately on written notice to you if: (a) you commit a material breach of this Agreement which is not capable of remedy; (b) you commit a material breach which is capable of remedy and fail to remedy it within seven (7) days of written notice specifying the breach; (c) any ground for suspension under Clause 10.1 continues for more than seven (7) days; or (d) you become insolvent, enter liquidation, receivership, or judicial management, cease or threaten to cease carrying on business, or enter into any arrangement or composition with your creditors.
You may cancel in accordance with Clause 9.4. Synapflo may elect not to renew this Agreement by giving you not less than thirty (30) days' written notice prior to the end of the then-current subscription term, in which case this Agreement ends on expiry of that term. Neither party may terminate this Agreement for convenience during a subscription term, and all fees paid or payable in respect of the then-current term remain non-refundable in accordance with Clause 9.
On termination or expiry of this Agreement: your right to access and use the Service ceases; all outstanding fees become immediately due and payable and all fees already paid are non-refundable; and each party will, on request, return or securely destroy the other party's Confidential Information, subject to prevailing legal retention obligations.
For thirty (30) days following termination or expiry, Synapflo will retain Your Content and make it available for export in a commonly used machine-readable format, whether through the Service's export function or, on written request, by providing an export file. Following that period, Synapflo will delete Your Content in accordance with the Privacy Policy and the Data Processing Agreement, subject to prevailing legal retention obligations and routine backup cycles. Where termination arises under Clause 10.1(a) or 10.1(c), Synapflo may make the export available by alternative means or decline to provide it where doing so would itself be unlawful.
Any unused Wallet balance is non-refundable and is forfeited on termination or expiry of this Agreement, howsoever arising, in accordance with Clause 9.5.
You agree to indemnify, defend, and hold harmless Synapflo from and against all claims, liabilities, damages, losses, costs, and expenses arising out of or relating to your use of the Service, non-compliance with this Agreement, Your Content, unauthorised access to your account, unlawful use, your business operations, reliance on Outputs, or any claim, complaint, investigation, or penalty arising from messages sent through the Service on your behalf.
To the maximum extent permitted by law: Synapflo shall not be liable for regulatory actions, penalties, third-party claims, service outages, or actions of third-party platforms or service providers; Synapflo shall not be liable for any indirect, incidental, consequential, special, punitive, or economic losses, including loss of profits, revenue, data, goodwill, or business opportunities; and Synapflo's total aggregate liability arising out of or relating to the Service or these Terms shall not exceed the greater of SGD 500 or the amount paid by you to Synapflo in the six (6) months preceding the event giving rise to the claim, excluding your payment obligations.
Except as expressly set out in Clause 6 (Data Protection), Clause 17.6 (Storage of Data), and any applicable Data Processing Agreement, the Service is provided "as is" and "as available" without warranties, conditions, or representations of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, Synapflo disclaims all implied warranties and conditions, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Synapflo does not warrant that the Service will be uninterrupted, timely, error-free, secure from all threats, or free from viruses or other harmful components, that defects will be corrected, or that Outputs will be accurate, complete, current, or suitable for any particular purpose. Where applicable law implies terms into this Agreement that cannot lawfully be excluded or restricted, those terms apply, and Synapflo's liability for breach of them is limited to the maximum extent permitted by law.
These Terms shall be governed by and construed in accordance with the laws of Singapore. The parties shall first use reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with these Terms through good-faith negotiations. If the dispute is not resolved within a reasonable period, it shall be finally resolved by arbitration administered by SIAC in accordance with the SIAC Rules for the time being in force. The seat shall be Singapore, the tribunal shall consist of one arbitrator, and the language shall be English. Nothing in this clause prevents either party from applying to any court of competent jurisdiction for interim or injunctive relief. The courts of Singapore shall have jurisdiction to support and enforce the arbitration and any award.
The Service relies on third-party software and platforms. Synapflo does not control these services and is not liable for outages, changes, suspensions, or failures caused by third parties. Features may be modified or discontinued without liability if third-party services become unavailable.
The following clauses shall survive termination or expiration of these Terms: Clauses 3 (AI Outputs; No Reliance), 5 (Your Content and Data), 6 (Data Protection), 7 (Template and Content Review), 8 (Intellectual Property), 10 (Suspension and Termination), 11 (Indemnity), 12 (Limitation of Liability), 13 (Disclaimers), 14 (Governing Law and Dispute Resolution), and 15 (Third-Party Services), together with any provisions which by their nature are intended to survive.
Synapflo shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, labour disputes, government actions, changes in law, power or network failures, or failures of third-party service providers.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
No failure or delay by Synapflo in exercising any right, power, or remedy shall operate as a waiver thereof. Any waiver must be in writing and signed by an authorised representative of Synapflo.
You must not hack, modify, adapt, or misrepresent the Service. You may not copy, resell, or exploit any part of the Service without written permission. You must not transmit viruses or destructive code.
You acknowledge that use of the Service may involve the transmission of data across networks that are not owned or controlled by Synapflo, and that such transmissions may involve unencrypted communications or adaptations required to conform to the technical requirements of connecting networks or devices. You agree that such transmissions occur as part of the operation of the Service and at your own risk.
In providing the Service, Synapflo stores and processes Your Content on its systems and those of its sub-processors as necessary to operate, maintain, secure, and support the Service, and otherwise in accordance with Clause 6 (Data Protection) and the Data Processing Agreement. Synapflo shall implement and maintain reasonable administrative, technical, and organisational measures designed to protect Your Content against unauthorised access, loss, misuse, alteration, or disclosure.
Synapflo cannot guarantee that files available for download through the Site or Service will be free from viruses or harmful code.
You may not assign, subcontract, or delegate your rights, in whole or in part, under these Terms without Synapflo's written consent. Synapflo may transfer or assign these Terms as part of a corporate transaction, including a merger, acquisition, reorganisation, restructuring, or financing, provided that your rights under these Terms are not materially reduced. Any successor or permitted assignee of Synapflo shall remain bound by these Terms and applicable data protection obligations. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Synapflo support is available at contact@synapflo.com or hotline: +65 8902 5052. For customised Synapflo ERP systems, support and supervision are provided as part of the deployment. For Synapflo CRM, Synapflo Business Operating System, and Synapflo ERP base models, platform support is available under the terms above.