Terms of Service

2.1 Acceptance. You accept these Terms by (a) clicking "I agree" (or similar), (b) installing/authorising the BeSync app in a Collaboration Platform, (c) creating a Workspace, or (d) using the Service.

2.2 Business use. The Service is intended for business/organisational use. You represent that you are acting on behalf of a business or other legal entity.

2.3 Authority. If you accept these Terms on behalf of Customer, you represent that you have authority to bind Customer.

2.4 Order of precedence. If Customer has a separately executed master agreement with BeSync that expressly governs the Service, that agreement will control in the event of conflict. Otherwise: (1) Order Form, (2) Data Processing Addendum, (3) these Terms, (4) Documentation.

What the Service Does

• Collect standups via direct messages
• Generate reports and executive summaries accessible via a web dashboard
• Extract authorised project signals (blockers, risks, dependencies, deadlines, requests, task updates) from designated conversations
• Maintain a Kanban board and sync with supported Third-Party Services
• Propose sprint scopes and tasks (subject to required approvals)
• Run scheduled operational tasks and reminders
• Extract date information from messages (where enabled and governed by Approval Policies)
• Perform dependency health checks (as configured)
• Provide an admin-focused "Ask BeSync" chatbot

3.2 Beta and MVP nature. Some or all of the Service may be Beta Features. Beta Features may be changed, limited, or discontinued at any time and may be less reliable or produce incomplete outputs.

3.3 Changes to the Service. We may modify, update, or discontinue parts of the Service to improve performance, security, compliance, or functionality. If a change materially reduces core paid functionality during a paid term, we will use reasonable efforts to provide notice and/or a reasonable alternative.

5.1 License grant. Subject to these Terms and any Order Form, we grant Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes.

5.2 Usage limits. The Service may be subject to usage limits (e.g., seat limits, message volume, monitored channels, AI requests, integration calls). Usage limits will be defined in an Order Form, plan description, or Documentation.

Restrictions

• Copy, modify, or create derivative works of the Service (except as permitted by law)
• Reverse engineer or attempt to discover source code or underlying models
• Circumvent usage limits or security controls
• Access the Service to build a substantially similar or competitive product using our Confidential Information
• Use the Service in violation of the Acceptable Use Policy (Appendix A)

Customer represents and warrants that it has all necessary rights and lawful basis to provide Customer Content to the Service, has provided all required notices to Users regarding monitoring and processing, and that Customer's instructions comply with applicable laws.

Customer is responsible for configuring:

• Which channels/conversations are monitored
• Who can access reports and dashboards
• Which actions require approvals
• Whether date extraction is enabled and whether it can auto-write to tasks
• Which integrations are enabled and the direction/scope of sync

7.3 Human oversight. Customer acknowledges that Admin-controlled approvals and human review are essential controls. Customer is responsible for ensuring that people review and approve actions where required for accuracy, compliance, or operational safety.

9.1 Generated outputs may be inaccurate. AI Features generate content (summaries, extracted signals, proposed tasks, plans, and chatbot answers) that may be incomplete, incorrect, misleading, or outdated.

9.2 No professional advice. Outputs are for informational and operational assistance only and are not legal, financial, medical, HR, or other professional advice.

9.3 Customer must verify before relying. Customer and Users must review and verify outputs before relying on them for decisions, especially decisions involving deadlines, compliance, escalations, staffing, performance, or risk.

9.5 Persona recognition and employment decisions. Persona recognition, expertise indicators, task assignment suggestions, and overload risk indicators are probabilistic and may reflect bias or error. Customer is solely responsible for any employment, HR, or staffing decisions.

10.1 Ownership. As between the parties, Customer retains all rights in Customer Content.

10.2 License to process. Customer grants BeSync a worldwide, non-exclusive license to host, copy, transmit, process, display, and create outputs from Customer Content solely to provide and operate the Service, maintain and improve the Service, comply with applicable law, and enforce these Terms.

10.4 Derived data. The Service may generate and store derived artefacts such as signals, summaries, task proposals, and analytics ("Derived Data"). BeSync may use aggregated and de-identified Derived Data to improve the Service, provided it does not identify Customer or Users.

10.5 No training on Customer Content by default. We do not use Customer Content to train or improve general-purpose models shared across customers, except as needed to provide the Service, for abuse/security detection, or with Customer's explicit opt-in.

Our Privacy Policy describes how we handle personal data in connection with the Service. If we process personal data on behalf of Customer as a processor/service provider, the Data Processing Addendum ("DPA") applies and is incorporated by reference.

Customer acknowledges that we may use sub-processors (including InfraSync Turkey and cloud/infrastructure providers) to deliver the Service and that personal data may be processed in multiple jurisdictions. Where required, we will implement appropriate transfer safeguards (e.g., UK IDTA/UK Addendum or other valid mechanisms), as further described in the DPA.

13.2 Free trial / beta plan. We may offer a free trial or beta plan, for example for 30 days and up to 5 Users. Trial terms may be modified or ended at any time.

13.4 Payment processing. Payments may be processed via Stripe or other processors we designate. Customer authorises us to charge applicable fees and taxes using the payment method on file.

13.5 Subscription term and renewal. Subscriptions renew automatically for successive terms of equal length unless Customer cancels by giving notice at least 5 days before renewal.

13.6 Taxes and VAT. Fees are exclusive of taxes unless stated otherwise. Customer is responsible for all applicable taxes (including VAT/GST/sales taxes), except taxes based on our net income.

13.8 Refunds. Fees are non-refundable except as required by law or expressly stated in an Order Form or our refund policy.

14.1 Service IP. BeSync and its licensors own all rights in and to the Service, including software, models, Documentation, and any improvements, except Customer Content.

14.2 Customer Content IP. Customer retains all rights in Customer Content.

14.3 Outputs. As between the parties, Customer may use outputs generated from Customer Content for Customer's internal business purposes.

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content and non-public product information, roadmaps, security information, pricing, and business plans.

Recipient will:

• Use Confidential Information only to perform or receive services under these Terms
• Not disclose it except to employees/contractors who need to know and are bound by confidentiality obligations
• Protect it using reasonable care

15.5 Term. Confidentiality obligations apply during the subscription and for 2 years after termination, except for trade secrets.

19.1 Suspension. We may suspend Customer's or any User's access if we reasonably believe there is a security risk, abuse, or unlawful activity; if Customer violates the AUP or these Terms; if fees are overdue (subject to notice and cure).

19.3 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within 30 days. We may terminate immediately for unlawful use or severe security risk.

19.4 Data export/deletion. During 30 days following termination, Customer may export Customer Content. After the export window, we will delete or de-identify Customer Content within a reasonable period, subject to legal retention, security logs, and backup cycles.

THE SERVICE (INCLUDING AI FEATURES AND BETA FEATURES) IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BESYNC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that outputs, extracted dates, signals, sprint proposals, or dashboards are accurate, complete, or suitable for any specific decision or compliance requirement.

We disclaim responsibility for Third-Party Services and Collaboration Platforms, including outages, policy changes, API changes, or data availability constraints.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

21.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

21.3 Non-excludable liabilities. Nothing in these Terms limits liability that cannot be limited under applicable law (including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation).

26.1 Assignment. Customer may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger or acquisition.

26.3 Severability. If any provision is held invalid, the remainder will remain in effect.

26.6 Entire agreement. These Terms (and any applicable Order Form and DPA) are the entire agreement regarding the Service and supersede prior discussions.

26.7 Governing law. These Terms are governed by the law of England and Wales, and the courts of England will have exclusive jurisdiction, except that either party may seek injunctive relief for breach of confidentiality or IP protections.

This Acceptable Use Policy ("AUP") applies to Customer and all Users. Customer will not use the Service to:

• A. Create, store, transmit, or process content that is unlawful, defamatory, obscene, or that violates others' rights
• B. Harass, threaten, or target individuals, including through automated or repeated messaging
• C. Probe, scan, or test vulnerabilities of the Service, bypass access controls, introduce malware, or attempt to access other customers' data
• D. Configure monitoring of channels/conversations without proper internal authorisation and user notice/consent where required
• E. Use the Service in a configuration that causes outward task creation, due date writing, or escalations without required approvals
• F. Reverse engineer, decompile, or scrape the Service, nor use automated tools to extract large volumes of outputs or underlying prompts
• G. Interfere with the Service's operation, including by exceeding rate limits or creating undue load
• H. Violate applicable third-party terms (Collaboration Platforms and Third-Party Services) connected to the Service