Symbiant Ltd – Terms & Conditions

1. Definitions

In these Terms & Conditions, unless the context otherwise requires: 

• “Agreement” means these Terms & Conditions together with any Order, SLA, or other document referencing them. 

• “AI Assisted Features” means features of the SaaS Services that use artificial intelligence or machine learning techniques to generate insights, summaries, suggestions, recommendations, or draft content based on Customer Data, configuration, or user input. 

• “AI Assisted Outputs” means any outputs generated by AI Assisted Features. 

• “Attachments” means files uploaded to or attached to records within the SaaS Services. 

• “Customer” means the organisation or individual identified on the Order. 

• “Customer Data” means any data input, uploaded, generated, or stored by the Customer or its Users within the SaaS Services. 

• “Documentation” means Symbiant’s user guides, help materials, and technical documentation. 

• “Order” means any written or electronic order for the SaaS Services. 

• “SaaS Services” means Symbiant’s cloud hosted software platform, including associated updates and Documentation. 

• “Scheduled Downtime” means maintenance or updates to the SaaS Services for which Symbiant provides prior notice where reasonably practicable, including urgent maintenance required to address security, stability, or operational issues. Scheduled Downtime shall not constitute downtime for the purposes of service level calculations.

• “Subscription Term” means the rolling or fixed duration of service as specified in Clause 8. 

• “System” means the software, servers, hosting, infrastructure, and connected components used to deliver the SaaS Services. 

• “User” means any person authorised by the Customer to access the SaaS Services. 

• “Fees” means the fees payable by the Customer for the SaaS Services as set out in an Order.

• “Written notice” means notice provided by email to Symbiant’s designated accounts or contractual notice email address, submitted via Symbiant’s authorised online contact us page, or delivered to any notice contact details expressly specified by Symbiant in a Customer’s Order or bespoke contract.

Definitions from the Symbiant EULA apply where not inconsistent with this Agreement. 

2. Right to Use the Services

2.1 Subject to payment of the Fees and compliance with this Agreement, Symbiant grants the Customer a nonexclusive, nontransferable, non-sublicensable licence for its Users to access and use the SaaS Services solely for internal business purposes. 

2.2 Use of the SaaS Services must comply with all applicable laws and the Acceptable Use Policy. 

2.3 The SaaS Services are provided as decision support and management tools only. The Customer remains solely responsible for all decisions, actions, interpretations, conclusions, submissions, and outcomes arising from use of the SaaS Services. 

3. Acceptable Use Policy (AUP)

The Customer must not, and must ensure Users do not: 

• commit unlawful acts; 

• distribute obscene, violent, or inappropriate content; 

• infringe intellectual property rights; 

• access accounts without authorisation; 

• interfere with the Services or System; 

• introduce malware or attempt system compromise; 

• send unsolicited messages or spam; 

• misrepresent their relationship with Symbiant. 

Examples are illustrative, not exhaustive. 

4. Fees & Payments

4.1 Fees are set out in each Order and are payable in advance for the period invoiced. 

4.2 Payment options include monthly, quarterly, six-monthly, or annual billing via credit card, standing order, or BACS. 

4.3 Pricing is fixed for twelve (12) months unless the licence changes or the account defaults. 

4.4 Administration fees may apply to failed payments, additional documentation requests, or physical visits. 

4.5 Late or missed payments place the account in default. Symbiant may suspend Services, increase Fees where three or more payments are late in a 12 month period, or terminate unpaid accounts without notice.

4.6 All fees for the SaaS Services are payable in advance. Invoices are issued at the start of each Subscription Term, including for annual or multi‑year billing periods, and are payable in accordance with the applicable payment terms.

4.7 Fees paid are non‑refundable, except where required by applicable law.

4.8 Any challenge to an invoice, including claims of overpayment or billing error, must be notified to Symbiant in writing within thirty (30) days of the invoice date. Failure to do so constitutes irrevocable acceptance of the invoice.

4.9 Nothing in this clause affects the Customer’s obligation to pay all undisputed amounts when due.

5. Storage & Usage Limits

5.1 There is no limit on the volume of standard structured data stored within records, nor on the number of records that may be created or maintained within the SaaS Services. 

5.2 The SaaS Services include a standard storage allowance for Attachments of 1GB per licensed module, or such other amount as specified in the applicable Order or Documentation. 

5.3 Where the Customer exceeds the included storage allowance, Symbiant may require the Customer to reduce usage, purchase additional storage, or agree alternative commercial terms. 

6. Use of AI Features and Assistance

6.1 No Professional Advice
Any AI Assisted Features provided within the SaaS Services are intended solely to assist users by providing informational, analytical, or administrative support. AI Assisted Outputs do not constitute legal, financial, regulatory, or other professional advice and must not be relied upon as such.

6.2 Accuracy and Verification
Due to the probabilistic nature of machine learning, AI Assisted Outputs may be inaccurate, incomplete, outdated, or biased. The Customer acknowledges that it is solely responsible for reviewing, validating, and determining the suitability of any AI Assisted Outputs before taking action or relying upon them for compliance, reporting, or decision‑making purposes.

6.3 Human‑in‑the‑Loop Responsibility
The Customer shall ensure appropriate human oversight (“human‑in‑the‑loop”) in relation to all use of AI Assisted Outputs. Symbiant shall not be liable for any fines, penalties, losses, or adverse outcomes arising from the Customer’s failure to independently review, approve, or validate AI Assisted Outputs.

6.4 Input Responsibility
The Customer is responsible for the content of any data, prompts, or materials submitted for processing by AI Assisted Features (“Input”) and shall ensure that such Input does not infringe third‑party intellectual property rights, breach confidentiality obligations, or include sensitive personal data prohibited under the Data Processing Agreement or applicable law.

6.5 Limitation of Liability
To the maximum extent permitted by law, AI Assisted Features and AI Assisted Outputs are provided on an “as‑is” basis and Symbiant disclaims all warranties relating to the accuracy, reliability, or suitability of AI Assisted Outputs. Any liability arising in connection with AI Assisted Features or AI Assisted Outputs shall be subject to the limitations and exclusions of liability set out in Section 12 of these Terms.

6.6 Use of Customer Data for AI Processing

Customer Data is not used to train, fine‑tune, or improve any artificial intelligence or machine learning models, whether owned by Symbiant or any third party.

AI Assisted Features process Customer Data solely on an in‑context, transient basis for the purpose of providing AI Assisted Outputs to the Customer within the SaaS Services. Customer Data is not shared with other customers and is not used to generate outputs for any other customer.

Nothing in this Agreement permits the use of Customer Data for generalised AI training, model improvement, or third‑party AI development.

AI Assisted Outputs may be influenced by Customer‑specific configuration and data, but such influence is isolated to the Customer’s own use of the SaaS Services.

7. Data Protection, Security & Backups

7.1 Customer Data is treated as Confidential Information. 

7.2 The Customer is the Data Controller and Symbiant acts as Data Processor under Article 28 of the UK GDPR. 

7.3 Symbiant applies commercially reasonable technical and organisational safeguards to protect Customer Data. 

7.4 Customer Data is backed up in accordance with Symbiant’s standard procedures. 

7.5 Data restoration, where required due solely to Symbiant’s negligence, is limited to the most recent backup. 

7.6 The Customer must not store special category data without Symbiant’s prior written approval. 

8. Service Availability, Term & Termination

8.1 Effective Date 

The Agreement begins on the earlier of first access to the SaaS Services or acceptance of an Order. 

8.2 Contract Period and Renewal

The default contract period is a rolling thirty (30) days, unless otherwise stated in an Order. 

Where the Customer selects a fixed billing period (including annual or multi‑year billing), the Subscription Term shall be for the corresponding billing period and shall automatically renew for successive periods of the same duration unless the Customer gives valid notice of termination in accordance with this Agreement prior to the renewal date. Payment of Fees for a fixed billing period constitutes irrevocable acceptance of the corresponding Subscription Term.

Where Symbiant has provided free customisations, configuration work, or changes, a minimum six (6) month notice period applies from completion of that work. 

8.3 Customer Termination and Payment Obligations

A minimum of thirty (30) days’ written notice is required to terminate the Agreement.

Termination shall take effect only at the end of the applicable Subscription Term. Notice of termination does not cancel or reduce any fees due for the current or upcoming Subscription Term.

Where a Subscription Term renews during a valid notice period, the Customer remains liable for all fees invoiced for that renewed term, including where the Subscription Term is annual.

All fees remain payable in full during any notice period.

8.4 Symbiant Termination 

Symbiant may terminate immediately where the Customer fails to pay Fees, materially breaches the Agreement, violates the AUP, or poses legal, security, or regulatory risk. 

8.5 Suspension 

Symbiant may suspend or restrict access for late payment, misuse, security risk, legal obligation, or where reasonably necessary to protect system integrity, capacity, or operational stability. 

8.6 Data Retention Pending Payment and Data Export Responsibility

Notwithstanding any request for deletion or return of Customer Data, Symbiant shall be entitled to retain Customer Data for so long as any undisputed fees or charges remain outstanding.

Deletion of Customer Data shall take place only once all outstanding and due invoices have been settled in full, subject always to Symbiant’s legal and regulatory obligations. Upon settlement of all outstanding amounts, Symbiant will delete Customer Data from its systems in accordance with its standard data deletion procedures.

The Customer acknowledges that settlement of all outstanding fees is a condition precedent to any deletion or return of Customer Data following termination.

The Customer is solely responsible for exporting or retrieving any Customer Data it wishes to retain prior to termination or deletion. Symbiant does not provide data export services and does not have access to Customer Data in a decrypted or usable form. Customer Data is encrypted and may only be accessed or exported via the SaaS Services by an authorised User using valid login credentials.

The Customer should ensure that any required data exports are completed prior to termination, as access to the SaaS Services will cease upon termination.

Nothing in this clause permits Symbiant to use Customer Data for any purpose other than compliance with this Agreement, debt recovery, or the establishment, exercise, or defence of legal claims.

9. Service Levels & Credits

9.1 Symbiant targets 99.96% monthly uptime, excluding Scheduled Downtime and defined Exclusions. 

9.2 If uptime falls below target, service credits apply as follows: 

• 99% → minor default → 2 days’ service credit 

• 98% → major default → 5 days’ service credit 

9.3 Credits apply to future invoices only and are the Customer’s sole and exclusive remedy for uptime failures.

10. Support & Premium Support

10.1 Standard support is included with the SaaS Services. 

10.2 Premium Support, where included: 

• provides enhanced support and unlimited configuration work; 

• forms a permanent and inseparable part of the licence; 

• is subject to a minimum commitment period of twelve (12) months; 

• may only be cancelled upon full termination of the Agreement; 

• is subject to fair use limits. 

11. Warranties

Each party warrants it has authority to enter this Agreement. All other warranties, express or implied, are excluded to the maximum extent permitted by law. 

12. Liability

Nothing limits liability for fraud or matters that cannot be limited by law.
All other liability is limited to the maximum extent permitted by applicable law. 

13. Intellectual Property

All intellectual property in the SaaS Services, Documentation, and System remains owned by Symbiant.
The Customer receives only the usage rights expressly granted under this Agreement. 

14. Confidentiality

Each party shall keep the other’s Confidential Information confidential and use it solely for the purposes of this Agreement. 

15. General

15.1 Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, failure of utilities or telecommunications networks, cyber incidents, governmental action, or failure of third‑party service providers.

15.2 Third‑Party Services. The SaaS Services may rely on third‑party services or infrastructure. Symbiant shall not be responsible for failures or interruptions caused by third‑party services beyond its reasonable control.

15.3 Changes to the Services. Symbiant may modify or update the SaaS Services from time to time, provided that such changes do not materially reduce the overall functionality of the Services.

15.4 Liability Cap. Except for liability that cannot be limited by law, Symbiant’s total liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the claim.

16. Marketing Rights

Unless the Customer opts out in writing, Symbiant may identify the Customer as a user of the SaaS Services, including by displaying the Customer’s name or logo.

17. Governing Law & Jurisdiction

This Agreement is governed by the laws of England & Wales.
The courts of England & Wales have exclusive jurisdiction. 

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. 

19. Severability

If any provision is held invalid, the remainder shall continue in full force. 

20. No Third Party Rights

No third party may enforce any term of this Agreement. 

21. Waiver

Failure to enforce a provision is not a waiver of rights. 

22. Variations

Symbiant may update these Terms from time to time. Continued use of the SaaS Services constitutes acceptance of the updated Terms.