Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern access to and use of SyftOS, including the SyftOS website, application, workspaces, agents, digital workers, workflows, integrations, approval features, audit features, documentation and related services (together, the “Service”).

The Service is provided by Techshift Digital Ltd, a company registered in England and Wales under company number 15218025, with its registered office at 1 The Briars, Waterberry Drive, Waterlooville, England, PO7 7YH (“Techshift”, “we”, “us” or “our”).

By creating an account, accessing a workspace, accepting an order form, clicking to accept these Terms, or otherwise using the Service, you agree to these Terms on behalf of yourself and, where applicable, the organisation you represent.

SyftOS is intended for business and professional use. You confirm that you are using the Service for business purposes and not as a consumer.

2. Key Definitions

“Account” means an account created to access the Service.

“Administrator” means a user with administrative permissions for a workspace.

“AI Provider” means a third-party provider of artificial intelligence, machine learning or large language model services used by or connected to the Service.

“Customer” means the organisation or individual that subscribes to, evaluates or uses the Service.

“Customer Data” means data, content, documents, prompts, messages, files, integration data, records or other material submitted to, uploaded to, generated within or processed through the Service on behalf of the Customer.

“Digital Worker” or “Agent” means an AI-assisted configuration within SyftOS designed to perform tasks, generate outputs, propose actions or interact with connected tools subject to permissions and approvals.

“Output” means summaries, suggestions, drafts, reports, classifications, proposed actions, generated content, workflow results or other material generated by the Service.

“Proposed Action” means an action suggested or prepared by the Service that may affect an external system, third-party account, record, document, message, transaction or other customer-controlled environment.

“Workspace” means a customer environment within SyftOS.

3. The Service

SyftOS is a governed digital workforce platform. It allows Customers to create, configure, deploy and manage AI-assisted digital workers, workflows, departments, approvals, integrations, audit records and related automation processes.

The Service is designed to support controlled automation. It is not designed to remove all human judgement, responsibility or oversight from business processes.

Features may vary by plan, workspace, pilot agreement, integration, user role, availability, region, usage level or configuration.

4. Early Access, Pilots and Trials

SyftOS is initially available through early access, approved pilot workspaces, selected onboarding and paid subscriptions. SyftOS does not currently offer a public self-serve free trial.

Techshift may, at its discretion, offer trial access, sandbox access, pilot workspaces or evaluation access to selected users or organisations.

Any trial, sandbox, pilot or evaluation access may be subject to time limits, usage limits, feature restrictions, approval requirements, workspace restrictions, integration restrictions, data limits and early access limitations.

We may modify, suspend or withdraw trial, pilot or evaluation access at any time, including where there is misuse, excessive usage, security concern, non-payment, breach of these Terms, or where we reasonably need to protect the Service, other customers or third-party providers.

A trial, pilot or evaluation workspace does not guarantee continued access, commercial availability, specific pricing, specific feature availability or future production access unless agreed separately in writing.

5. Accounts and Authority

You must provide accurate account, billing and organisation information. You must keep account information up to date.

If you use the Service on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms.

Administrators are responsible for managing user access, permissions, integrations, approval settings, workspace configuration and any authorised use of the Service within their workspace.

You are responsible for maintaining the confidentiality of login credentials and for activity occurring under your Account, except where that activity is caused by our breach of these Terms.

You must notify us promptly if you become aware of unauthorised access, credential compromise or any security issue involving the Service.

6. Plans, Fees and Payment

Fees, plan limits, subscription periods and commercial terms are as set out on the SyftOS pricing page, checkout, invoice, order form, pilot agreement or other written agreement between the parties.

Unless stated otherwise, prices are in GBP. Techshift Digital Ltd is not currently VAT registered and VAT is not currently charged. If Techshift Digital Ltd becomes VAT registered in future, VAT may be added where applicable.

You must pay all fees when due. If payment fails or an invoice becomes overdue, we may suspend or restrict access to the Service after reasonable notice, unless the overdue amount is being disputed in good faith.

If an invoice is overdue and is not disputed in good faith, we may charge interest and recover reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

We may change prices or plan limits for future subscription periods by giving reasonable notice. Changes will not normally affect fees already paid for the current subscription period unless required by law or agreed in writing.

Managed plans, enterprise, high-volume, custom or usage-based arrangements may be subject to separate written terms, order forms or agreed allowances. We will not charge unexpected usage overages unless they have been clearly agreed in advance.

7. Customer Responsibilities

You are responsible for your use of the Service and for ensuring that your users, employees, contractors and invited workspace members comply with these Terms.

You are responsible for:

• reviewing, approving, rejecting and using Outputs and Proposed Actions;
• checking that Outputs are accurate, appropriate and suitable for your intended use;
• configuring integrations, permissions, approvals and automation rules appropriately;
• ensuring you have the right to submit, upload, process or connect Customer Data to the Service;
• complying with laws and third-party terms that apply to your use of the Service;
• ensuring the Service is not used as the sole basis for high-risk decisions unless expressly agreed and properly controlled;
• maintaining your own records, backups and systems of record where appropriate.

8. Human Approval and Governed Actions

A core design principle of SyftOS is human approval for governed actions. Where the Service proposes actions affecting external systems or Customer Data, those actions are approval-gated unless the Customer has explicitly configured permitted automation.

Customers remain responsible for approving, rejecting and acting upon Proposed Actions. Approval of a Proposed Action is a customer decision.

The Service may help prepare messages, reports, records, updates, workflow changes or other actions. You must review these before use where review is required by law, policy, good practice or your own internal process.

You must not configure the Service to bypass approval requirements, internal controls, compliance processes or third-party platform rules.

SyftOS should not be used to make final legal, financial, employment, medical, regulatory or similarly high-risk decisions without proper human review and, where appropriate, professional advice.

9. AI Features, Outputs and Limitations

The Service may use AI Providers and AI-assisted processing to generate Outputs, classify information, summarise data, draft content, recommend next steps, propose actions or support workflow execution.

AI-assisted Outputs may be incomplete, inaccurate, outdated, misleading, biased, duplicated or unsuitable for your intended use. You must independently review and verify Outputs before relying on them.

Outputs are not legal, financial, tax, medical, employment, compliance or professional advice. The Service is not a substitute for qualified professional advice where such advice is required.

Similar or identical Outputs may be generated for other users. We do not guarantee that Outputs will be unique, protectable by intellectual property law, or free from third-party rights concerns.

As between you and Techshift, you retain ownership of Customer Data. Subject to these Terms and applicable law, you may use Outputs generated from your Customer Data for your business purposes. We retain ownership of the Service, platform, software, models we own, workflows, templates, documentation, know-how and underlying technology.

10. Integrations and Third-Party Services

The Service may connect to third-party services such as communication tools, email providers, project management systems, CRMs, file storage services, finance tools, source control systems, payment providers, AI Providers and other platforms.

You are responsible for authorising integrations, maintaining permissions, complying with third-party terms, and ensuring you have the right to connect relevant third-party accounts to the Service.

Third-party services are not controlled by Techshift. We are not responsible for third-party service availability, changes, outages, data handling, API limits, fees, security incidents or decisions to suspend, restrict or remove access.

We may suspend or remove an integration where required by law, third-party provider requirements, security concerns, commercial constraints or technical changes.

11. Acceptable Use

You must not use the Service, or allow the Service to be used, for unlawful, harmful, abusive, deceptive, infringing or high-risk purposes.

You must not:

• use the Service for spam, phishing, malware, credential harvesting, harassment, fraud or unlawful surveillance;
• attempt to bypass security controls, approval flows, usage limits, audit records or access controls;
• upload or process data that you do not have the right to use;
• use the Service to make high-risk decisions without appropriate human review;
• use the Service to generate unlawful, defamatory, discriminatory, infringing or harmful content;
• reverse engineer, copy, resell or misuse the Service except as permitted by law or agreed in writing;
• interfere with the Service, overload systems, scrape without permission, or attempt unauthorised access;
• misrepresent Outputs as human-generated where disclosure is legally or ethically required.

The SyftOS Acceptable Use Policy provides additional detail and forms part of these Terms. If there is conflict between these Terms and the Acceptable Use Policy, the stricter requirement will apply unless agreed otherwise in writing.

12. Customer Data and Data Protection

Our handling of personal data is described in the SyftOS Privacy Notice and, where applicable, the SyftOS Data Processing Agreement.

Techshift acts as controller for certain data including website visitor data, sales enquiries, demo bookings, account registration data, billing data, support communications and product communications.

Techshift acts as processor for Customer Data processed within a customer workspace on behalf of the Customer, including connected integration data, uploaded documents, workflow inputs and outputs, agent run data and customer-configured automation data.

The AI Providers and other sub-processors that may process Customer Data on our behalf are identified in the SyftOS Sub-processor List referred to in the Data Processing Agreement.

Where we act as processor, the Data Processing Agreement forms part of these Terms unless replaced by another written data processing agreement signed by both parties.

You are responsible for ensuring that Customer Data is collected, shared and processed lawfully, and that you have given any required notices or obtained any required consents before using the Service.

13. Security

We will use reasonable technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, loss, misuse and alteration.

Security measures may include tenant isolation, role-based access controls, audit logging, encryption of data in transit and at rest, encrypted storage of integration secrets, approval-gated actions, monitoring and operational controls. Specific measures are described in the SyftOS Security and Trust Statement and may evolve as the Service develops.

No system can be guaranteed to be completely secure. You are responsible for configuring access appropriately, protecting credentials, managing user permissions, reviewing integrations and promptly reporting suspected security issues.

You must not test, scan or probe the Service in a way that could affect availability, integrity or security unless we have given written permission.

14. Confidentiality

Each party may receive confidential information from the other. Confidential information includes non-public business, technical, product, security, pricing, customer, financial, operational and data-related information.

Each party must protect the other party’s confidential information using reasonable care and must not use it except to perform or receive the Service, comply with these Terms, or as otherwise permitted in writing.

Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already lawfully known, independently developed without use of the confidential information, or lawfully received from a third party without confidentiality restriction.

A party may disclose confidential information where required by law, regulation, court order or competent authority, provided it gives notice where legally permitted.

15. Intellectual Property

Techshift and its licensors own all rights in the Service, including software, platform design, workflows, templates, interfaces, documentation, product concepts, know-how, trade marks, branding and underlying technology.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the applicable subscription, pilot or trial period.

You retain ownership of Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit and display Customer Data, and to generate operational records such as logs, indexes and audit entries, only as necessary to provide, secure, support and maintain the Service for you, in accordance with these Terms, the Privacy Notice and (where applicable) the Data Processing Agreement.

We do not use Customer Data to train, fine-tune or develop artificial intelligence or machine-learning models that Techshift owns or develops. Where the Service uses AI Providers to process Customer Data, that processing is to generate Outputs for you and is described in the SyftOS AI Data Use Statement, which also explains the data-handling controls that may be available (which can include zero-data-retention options, depending on the AI Provider and configuration) and how AI Providers may use data under their own terms.

If you provide feedback, suggestions or ideas about SyftOS, we may use them without restriction or obligation to compensate you, provided we do not disclose your confidential information or Customer Data except as permitted by these Terms.

16. Support, Availability and Changes

Support is provided according to the plan, order form, pilot arrangement, support policy or written agreement applicable to your workspace, and as described in the SyftOS Support and Early Access Policy.

Unless expressly agreed in writing, we do not guarantee uninterrupted availability, specific response times, specific resolution times or a particular uptime level.

We may update, modify, improve, limit, suspend, remove or replace features from time to time. During early access, features may change more frequently as the product is refined.

We will try to avoid materially reducing core paid functionality without notice, but we may make urgent changes for security, legal, provider, operational or technical reasons.

Service status information may be provided through https://status.syftos.com or another status channel we publish.

17. Suspension and Restrictions

We may suspend, restrict or disable access to all or part of the Service where we reasonably believe:

• you have breached these Terms or another applicable policy;
• payment is overdue;
• your use creates security, legal, operational, reputational or third-party provider risk;
• your usage is excessive, abusive or materially outside agreed allowances;
• we are required to do so by law, court order, regulator or third-party provider;
• continued access may harm the Service, other customers, Customer Data or third-party systems.

Where reasonably possible, we will give notice and an opportunity to remedy before suspension. Immediate suspension may be necessary for security, legal, abuse, non-payment or urgent operational reasons.

18. Termination and Cancellation

Your subscription, pilot or trial continues until cancelled, expired or terminated in accordance with these Terms, the relevant order form, invoice, plan terms or written agreement.

You may cancel according to the cancellation process applicable to your plan or written agreement, as described in the SyftOS Refund and Cancellation Policy. Cancellation normally takes effect at the end of the current paid subscription period unless agreed otherwise.

We may terminate access if you materially breach these Terms and fail to remedy the breach within a reasonable period after notice, or immediately where the breach cannot reasonably be remedied or creates serious risk.

We may end trials, pilots or early access workspaces at our discretion, especially where the workspace is inactive, misused, creates excessive cost or risk, or is not suitable for continued early access.

19. Data Export, Retention and Deletion

Following cancellation or termination, access to the Service may be disabled. You are responsible for exporting Customer Data before access ends where export functionality is available and required.

We may retain Customer Data for a limited period after cancellation or termination for backup, legal, security, audit, dispute, accounting or operational reasons, unless earlier deletion is required by law or agreed in writing.

Audit logs, security records, billing records and compliance records may be retained where reasonably necessary to preserve evidence of actions, approvals, security events, legal compliance, dispute resolution or legitimate business records.

More detail is provided in the Data Processing Agreement and the Privacy Notice.

20. Disclaimers

The Service is provided on an “as is” and “as available” basis except as expressly stated in these Terms or a signed written agreement.

We do not guarantee that the Service will be uninterrupted, error-free, secure, compatible with every third-party service, free from data loss, or suitable for every customer use case.

We do not guarantee the accuracy, completeness, legality, reliability, originality, suitability or availability of Outputs.

You are responsible for deciding whether the Service and Outputs are suitable for your intended use, including whether human review, professional advice, compliance review or internal approval is required.

21. Liability

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

Subject to the previous paragraph, Techshift will not be liable for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of reputation, loss of data, business interruption, or indirect or consequential loss.

Subject to the first paragraph of this section, Techshift’s total aggregate liability arising out of or in connection with the Service and these Terms will not exceed the fees paid by the Customer for the Service in the 12 months before the event giving rise to the claim, or £1,000, whichever is greater.

The limitations in this section apply whether the claim arises in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, to the maximum extent permitted by law.

The cap in this section limits Techshift’s liability to the Customer only. It does not limit the Customer’s obligation to pay fees due, or the Customer’s indemnity obligations under section 22, which are not subject to this cap.

22. Customer Indemnity

You will indemnify Techshift against claims, losses, damages, liabilities, costs and expenses arising from:

• your unlawful or unauthorised use of the Service;
• Customer Data, including claims that Customer Data infringes third-party rights or was processed without required authority;
• your breach of these Terms, the Acceptable Use Policy or third-party service terms;
• your approval, use or publication of Outputs or Proposed Actions;
• your integrations, configurations, automations, user permissions or connected third-party accounts.

This indemnity does not apply to the extent a claim is caused by Techshift’s breach of these Terms, negligence or wilful misconduct.

23. Our Indemnity

We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, and we will indemnify you against the damages and reasonable costs finally awarded against you (or agreed in settlement by us) for such a claim.

This indemnity does not apply to claims arising from: Customer Data or any content you provide; your configurations, integrations, automations or Outputs you choose to use or publish; use of the Service in breach of these Terms or applicable law; combination of the Service with products, services or data not provided by us where the claim would not have arisen without that combination; or any modification of the Service not made by us. This indemnity is subject to the limitations in section 21.

Our obligations in this section are conditional on you: promptly notifying us in writing of the claim; giving us sole control of the defence and settlement of the claim; not making any admission or settlement without our prior written consent; and providing reasonable cooperation at our expense. If the Service is, or in our reasonable opinion is likely to be, held to infringe, we may at our option and expense (a) procure the right for you to continue using the Service, (b) modify or replace the affected part of the Service so that it is non-infringing while remaining materially equivalent, or (c) terminate the affected Service and refund any pre-paid fees for the unused portion of the subscription term. This section states your sole and exclusive remedy, and our entire liability, for any claim of intellectual property infringement.

24. Notices and Contact

We may give notices through the Service, by email, through your workspace, through the website, through the status page, or using contact details associated with your Account or organisation.

You should send legal notices and important account communications to Techshift Digital Ltd at legal@syftos.com (with a copy, during our early access period, to mathew@techshift.digital), or to our registered office address set out in these Terms.

You are responsible for keeping account, billing and administrator contact details up to date.

25. Changes to These Terms

We may update these Terms from time to time. If changes are material, we will take reasonable steps to notify affected Customers, such as by email, in-app notice or website notice.

Updated Terms will apply from the date stated in the updated version or, where required, from the start of your next subscription period. Continued use of the Service after the effective date means you accept the updated Terms.

26. General

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations as part of a reorganisation, merger, sale of business, transfer of assets or similar transaction, provided this does not materially reduce your rights.

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties. Neither party may make commitments on behalf of the other.

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

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including outages, provider failures, labour disputes, cyber incidents, natural disasters, legal changes, government action or internet failures.

If any part of these Terms is found to be invalid or unenforceable, the rest will remain in force.

A failure to enforce a right under these Terms does not waive that right.

These Terms, together with any order form, invoice terms, plan terms, Privacy Notice, Data Processing Agreement, Acceptable Use Policy and other referenced policies, form the agreement between the parties for use of the Service. If there is conflict, a signed order form or signed written agreement will take priority, followed by the Data Processing Agreement for data processing matters, then these Terms, then other policies unless stated otherwise.

27. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, the Service, or their subject matter are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, except that either party may seek urgent injunctive or equitable relief in any court of competent jurisdiction where necessary to protect confidential information, intellectual property, security or data.

28. Company Details

Product: SyftOS

Provider: Techshift Digital Ltd

Company number: 15218025

Registered office: 1 The Briars, Waterberry Drive, Waterlooville, England, PO7 7YH

Registered in: England and Wales

Website: https://syftos.com

Legal contact: legal@syftos.com (interim fallback: mathew@techshift.digital)