Terms of Service

Syntrace AB (“Syntrace”, “we”, “our” or “us”) provides a software platform for meeting intelligence and decision traceability designed for the investment management industry, including hedge funds, asset managers and family offices (the “Service”). The Service captures meetings through a meeting assistant that joins the Subscriber’s video calls and through integrations with calendar and conferencing platforms, and it transcribes, summarises and analyses those meetings, generates action items and insights, and maintains a searchable, auditable trail of decisions. The Service is provided through our web application (the “Web App”) and related software and integrations (together, the “Software Tools”). A description of the Service is available on our website at https://syntrace.com (the “Website”).

1. Introduction and acceptance

These Terms of Service (the “Terms”), together with any applicable order form or written proposal executed by the parties (an “Order Form”) and our Data Processing Agreement (the “DPA”), constitute the agreement governing your access to and use of the Service. By accepting these Terms, or by accessing or using the Service, you accept them without modification.

These Terms are entered into between Syntrace and the company or organisation that subscribes to the Service (the “Subscriber”). “You” refers, as the context requires, both to the Subscriber and to the individual using the Service on the Subscriber’s behalf (a “User”). If there is any conflict between these Terms and an Order Form, the Order Form prevails.

2. Access to and use of the Service

2.1 Accounts

Access to the Service requires a user account and login. Accounts are provisioned for Users using the email address that the Subscriber provides. The Subscriber is responsible for managing access rights within its account and for all activity that occurs under its Users’ accounts. Passwords and credentials must be kept secure; we recommend multi-factor authentication. Notify us promptly if you suspect unauthorised access.

2.2 System requirements

Use of the Service requires a compatible device, a supported and up-to-date web browser, and a working internet connection. You are responsible for your own connectivity and for any data charges you incur.

2.3 The meeting assistant and integrations

The Service captures meetings in two main ways: (a) a meeting assistant that, when enabled by the Subscriber, joins the Subscriber’s video calls in order to record, transcribe and process them; and (b) integrations the Subscriber connects with calendar and conferencing platforms. The Subscriber controls which meetings the assistant joins and which integrations are enabled, and is responsible for the lawful use of these features, including the consent and notice obligations in section 3.1. Specific integrations and platform support may change over time, and third-party platforms are governed by their own terms.

2.4 Updates

We may issue updates to the Service and Software Tools from time to time and may apply them automatically. We may add, change or remove features and functionality. We will not materially reduce the core functionality of the Service during a paid Subscription Period without reasonable notice.

2.5 Subcontractors

We engage subcontractors and sub-processors (including cloud hosting and AI/transcription providers) to deliver the Service. You agree that such providers are necessary to provide the Service. Where they process personal data on your behalf, the DPA applies.

2.6 Acceptable use

You may use the Service only for lawful purposes and for the purpose for which it was created. You will not, and will not permit any User or third party to:

1. breach or circumvent any laws, regulations or third-party rights;
2. access any area or data you are not authorised to access;
3. introduce malware or use bots, scrapers, spiders or other automated means to access, disrupt or interfere with the Service;
4. impose an unreasonable or disproportionate load on the Service or attempt to undermine its security or integrity;
5. copy, modify, reverse engineer or create derivative works of the Service or Software Tools, except as permitted by mandatory law;
6. frame, mirror, resell or make the Service available to any third party except as expressly permitted; or
7. impersonate any person or misuse another User’s account.

If you breach these Terms or misuse the Service, we may limit, suspend or terminate access, including by disabling accounts. We are not obliged to refund Subscription Fees already paid in such a case.

2.7 Availability

We aim to keep the Service available and reliable, but it is provided on an “as available” basis. The Service may be temporarily unavailable due to planned or unplanned maintenance, technical issues or updates. Any committed availability levels, if agreed, will be set out in an Order Form or service level agreement.

3. Customer responsibilities

3.1 Meeting recording — consents and notices

This is important. The Service captures and processes meetings, which may include the voices, images, statements and personal data of participants. As between the parties, the Subscriber is solely responsible for ensuring that all recording, transcription and processing of meetings through the Service is lawful, including obtaining all consents, providing all notices, and meeting any “all-party consent” or notification requirements under applicable law in every relevant jurisdiction. The Subscriber will not record or process any meeting through the Service without the legal right to do so.

The Subscriber will provide meeting participants with appropriate information about the recording and its purpose, and will act as the controller for that data. We provide tools to support compliance (for example recording notices), but we do not assume the Subscriber’s obligations.

3.2 Customer Data

“Customer Data” means all data the Subscriber and its Users upload, import, record or generate in the Service, including recordings, transcripts, notes, summaries, action items and the decision trail. The Subscriber is responsible for the Customer Data and for ensuring that its collection, upload and use comply with applicable law and do not infringe third-party rights.

The Service is not designed for special categories of personal data (sensitive personal data). You agree not to upload or store such data unless expressly agreed in writing and addressed in the DPA.

3.3 No investment advice; AI-generated output

The Service is a productivity and record-keeping tool. It does not provide investment, legal, accounting, tax or regulatory advice, and nothing produced by the Service constitutes a recommendation to buy, sell or hold any security or to take any other decision. The Subscriber remains responsible for its own decisions and for meeting its own regulatory and record-keeping obligations.

Transcripts, summaries, insights and other outputs are generated using automated and AI techniques and may contain errors, omissions or inaccuracies. They are provided to assist you and should not be relied upon as a verbatim or authoritative record without your own review. You are responsible for reviewing outputs before relying on them.

4. Subscription, fees and term

4.1 Subscription and fees

Access to the Service requires a subscription (“Subscription”). The applicable fees (the “Subscription Fee”) are set out in the applicable Order Form or otherwise agreed in writing. Subscription Fees are exclusive of VAT and other applicable taxes, which you are responsible for paying. Unless otherwise agreed, the Subscription Fee is invoiced in advance for each Subscription Period.

4.2 Subscription Period and renewal

Unless otherwise agreed in an Order Form, each Subscription Period is twelve (12) months from the start date and renews automatically for successive periods of the same length unless cancelled in accordance with section 6.

4.3 Fee changes

We may change the Subscription Fee for any renewal period. We will notify you at least thirty (30) days before a renewal so that, if you do not accept the change, you may cancel to take effect at the end of the current Subscription Period.

4.4 Free trial

We may offer a limited free trial. Unless otherwise agreed, you may cancel during a trial at any time before it ends.

4.5 Late payment

If the Subscription Fee is not paid when due, we may suspend access until payment is made and may charge default interest and reasonable reminder fees in accordance with applicable law.

5. Rights and ownership

5.1 Licence

Subject to these Terms and payment of the applicable Subscription Fee, we grant the Subscriber a non-exclusive, non-transferable, revocable and limited right to access and use the Service during the Subscription Period for its internal business purposes.

5.2 Our intellectual property

We own and reserve all rights to the Service and Software Tools (and all changes and improvements), including software, source code, trademarks, documentation, know-how and all related intellectual property rights. Nothing in these Terms transfers any of our intellectual property to you.

5.3 Customer Data and outputs

As between the parties, the Subscriber retains all rights to its Customer Data, including the transcripts, notes, summaries and decision trail generated within its account. We process Customer Data only to provide and support the Service, in accordance with these Terms and the DPA.

5.4 Aggregated and anonymised data

We may create and use aggregated and anonymised data derived from use of the Service (which does not identify you, any User or any Subscriber) to operate, secure, analyse and improve the Service and our business. We will not use a Subscriber’s Customer Data to train generally available AI models without the Subscriber’s consent.

6. Term, cancellation and suspension

These Terms apply for as long as you have an active Subscription. Unless otherwise agreed in an Order Form, to avoid automatic renewal the Subscriber must cancel at least 30 days before the end of the current Subscription Period. A later cancellation takes effect at the end of the following Subscription Period.

Either party may terminate these Terms (and any Order Form) with immediate effect if the other party materially breaches them and fails to remedy the breach within thirty (30) days of written notice, or if the other party becomes insolvent or enters liquidation. We may suspend access where required for security, legal compliance or non-payment.

Following termination, we will, on request made within 30 days, make Customer Data available for export, after which we may delete it in accordance with the DPA. We have no obligation to refund Subscription Fees already paid except where these Terms expressly provide.

7. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where permitted). These obligations survive termination.

8. Data protection and security

We are the controller of personal data we process about Users, Subscriber contacts and Website visitors, as described in our Privacy Policy. Where Customer Data includes personal data, we process it as a processor on the Subscriber’s behalf, and the DPA governs that processing.

We maintain administrative, technical and physical safeguards designed to protect Customer Data, including access controls, encryption in transit and at rest, logging, monitoring and incident response. The Subscriber is responsible for the security of its own systems, accounts and credentials.

9. No warranties

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that AI-generated outputs will be accurate or complete.

10. Indemnification

We will defend and indemnify the Subscriber against third-party claims that the Service (excluding Customer Data) infringes that third party’s intellectual property rights.

The Subscriber will defend and indemnify us against third-party claims arising from (a) the Subscriber’s breach of these Terms, (b) the Customer Data or its use, including any failure to obtain required consents for recording meetings, and (c) infringement of third-party rights by the Customer Data.

The indemnified party will give prompt notice of any claim and reasonable cooperation; the indemnifying party controls the defence and may not settle in a way that imposes liability or admission on the other party without consent.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profits, loss of business, goodwill or anticipated savings, or loss of or damage to data. Our aggregate liability arising under or in connection with these Terms is limited, per calendar year, to [the greater of (i) the Subscription Fees paid in the preceding 12 months, or (ii) a fixed cap to be agreed].

These limitations do not apply to liability that cannot be limited by law, to a party’s indemnification obligations under section 10, or to loss caused by gross negligence or wilful misconduct.

You must notify us of any claim without undue delay and at the latest within two (2) months of becoming aware of the relevant circumstances, after which the claim lapses.

12. Changes to these Terms

We may amend these Terms from time to time. We will notify you of material changes at least thirty (30) days before they take effect. If you do not object within that period (for example by continuing to use the Service), you are deemed to accept the changes. If a material change adversely affects you and you object within the period, you may terminate the affected Subscription to end on the date the change takes effect. This section does not apply to executed Order Forms.

13. Miscellaneous

Entire agreement. These Terms, together with any Order Form and the DPA, constitute the entire agreement on their subject matter and supersede prior agreements.

Assignment. We may assign our rights and obligations, in whole or in part, including in connection with a merger or sale of our business. You may not assign without our prior written consent.

Severability and waiver. If any provision is held invalid, the remainder continues in effect. A delay in exercising a right is not a waiver of it.

Marketing reference. We may identify the Subscriber as a customer and use its name and logo for marketing purposes, unless the Subscriber notifies us that it opts out.

14. Governing law and disputes

These Terms and any Order Form are governed by Swedish law, without regard to its conflict-of-laws rules. Any dispute arising out of or in connection with them will be finally settled by the Swedish general courts, with the District Court of Gothenburg (Göteborgs tingsrätt) as court of first instance.

15. Support and contact

For support or questions about the Service, contact us at support@syntrace.com.

Syntrace AB

Reg. no.: 559576-3904

Address: Östra Hamngatan 52, 411 09 Gothenburg, Sweden

Email: hello@syntrace.com

16. Definitions

“Customer Data” — all data a Subscriber or its Users upload, import, record or generate in the Service, including recordings, transcripts, notes, summaries, action items and the decision trail.

“DPA” — our data processing agreement, governing our processing of personal data on the Subscriber’s behalf.

“Order Form” — a written order form or executed proposal for access to and use of the Service.

“Service” — the Syntrace meeting-intelligence and decision-traceability platform.

“Software Tools” — the Web App and related software and integrations through which the Service is provided.

“Subscriber” — the company or organisation that subscribes to the Service.

“Subscription” / “Subscription Fee” / “Subscription Period” — a subscription to the Service, the applicable fee, and the period for which it is valid.

“User” — an individual authorised by the Subscriber to use the Service.