Terms and Conditions for XYO Enrichment Platform

OVERVIEW

This website, the XYO Transaction Enrichment Engine, the developer portal (xyo.financial), the RESTful APIs, the Native Systems SDKs, and the Sovereign Appliance are operated by Syniol Limited ("Syniol", "we", "us", and "our"). Syniol Limited offers these enterprise services, developer tools, and technical documentation conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

By creating an account, generating API credentials, purchasing API credits, downloading SDK binaries, deploying the Sovereign Appliance, or submitting requests to our endpoints, you engage in our Service and agree to be bound by these Terms and Conditions ("Terms of Service", "Terms"), including all additional terms and policies referenced herein or accessible by hyperlink. These Terms apply to all commercial users and developers accessing the platform, including banks, card issuers, payment processors, core banking switches, fintechs, and software integrators.

Please read these Terms carefully before accessing or integrating our services. By accessing any part of the platform, you agree to be bound by these Terms. If you do not agree to all terms and conditions of this agreement, you must not access the platform or utilize any services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features, endpoints, SDK distributions, or analytical models added to the platform shall also be subject to these Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, modify, or replace any part of these Terms by posting updates to our website. Your continued use of or access to the platform following the posting of any changes constitutes acceptance of those changes.

SECTION 1: COMMERCIAL B2B SCOPE & ACCOUNT GOVERNANCE

The Service is a specialized B2B financial infrastructure platform engineered for institutional and developer use. By agreeing to these Terms, you represent and warrant that:

You are accessing the Service on behalf of a validly registered commercial corporation, partnership, licensed financial institution, or professional development enterprise;
You possess full corporate power, legal authority, and capacity to bind your organization to these Terms;
All corporate registration details provided to Syniol (including legal entity name, corporate email domain, jurisdiction, and billing address) are accurate, current, and complete;
You are solely responsible for safeguarding the security and confidentiality of your API tokens, client secrets, and portal credentials. You accept full responsibility for all activities, API calls, and consumption incurred under your credentials. If you suspect any unauthorized access or credential compromise, you must notify us immediately at hello@syniol.com.

SECTION 2: RATE LIMITS, CONCURRENCY & FAIR USE

We reserve the right to throttle, limit, suspend, or terminate platform access for any account or client system exceeding established rate limits, violating concurrency ceilings, or exhibiting abusive traffic patterns.

Data provided through the Service is licensed strictly for integration into your legitimate business applications, core banking ledgers, mobile banking applications, and payment authorization pipelines. You agree to adhere strictly to the requests per second (RPS) limits, concurrency ceilings, and monthly transaction volumes specified in your chosen pricing tier or Enterprise Order Form.

You agree not to reproduce, duplicate, copy, sell, resell, syndicate, subcontract, or exploit any portion of the raw enriched merchant databases, use of the API, or access to the platform without express prior written authorization from Syniol Limited, unless explicitly authorized in an executed Enterprise Partner Agreement.

SECTION 3: FINANCIAL DATA SPECIFICATION & CARDHOLDER RESTRICTIONS

Customer retains sole operational control over payloads submitted to the platform. Customer expressly covenants, warrants, and agrees to the following core data protection rules:

Strict Cardholder Data Prohibition: Customer must never transmit unmasked Primary Account Numbers (PANs), Card Verification Values (CVVs/CVCs), PIN blocks, magnetic stripe data, or sensitive payment card authentication data to the Service. The Service is engineered to resolve merchant identities from descriptor strings and transaction metadata; it does not require, accept, or process PAN data.
Inadvertent Submission Protocol: If Customer discovers that prohibited cardholder data has been submitted inadvertently, Customer shall notify Syniol immediately at hello@syniol.com. Syniol will assist in immediately purging volatile execution buffers.
Lawful Ingress Authority: Customer warrants that it possesses all requisite statutory rights, lawful bases, and regulatory authorizations under applicable data protection legislation (including the UK GDPR, EU GDPR, and Data Protection Act 2018) to transmit transaction descriptors to the Service for real-time enrichment.
Stateless In-Memory Processing: In accordance with XYO architectural specifications, Syniol processes transaction payloads ephemerally in volatile memory (RAM) to generate enriched outputs and does not write, store, or persist raw transaction payloads to disk or persistent databases.

SECTION 4: INTELLECTUAL PROPERTY & MERCHANT TRADEMARK ATTRIBUTION

Syniol Limited retains all right, title, and interest, including all worldwide intellectual property rights, in and to the Service, the XYO Sovereign Engine, neural transformer disambiguation models, Native Systems SDKs, APIs, technical documentation, and all derivative works or algorithmic improvements thereof.

Customer retains all right, title, and interest in and to its proprietary banking software, client applications, and raw transaction payloads.

Third-Party Merchant Trademarks: Enriched outputs returned by the Service may include merchant legal entity names, normalized trade names, and graphical logos owned by third-party retail merchants, transit authorities, and utility providers. All third-party trademarks, service marks, trade dress, and brand logos remain the exclusive property of their respective trademark holders. Syniol indexes and delivers these assets solely for nominative fair use and descriptive consumer identification within banking applications, without claiming any endorsement, sponsorship, or commercial affiliation.

Feedback License: If Customer provides suggestions, enhancement requests, or technical feedback regarding the Service or SDKs, Syniol may freely use, incorporate, and license such feedback without any obligation, royalty, or restriction.

SECTION 5: SERVICE LEVELS & LATENCY ARCHITECTURE

The multi-tenant cloud API is engineered to target sub-15ms p99 single transaction enrichment latency and 99.9% monthly service availability, excluding scheduled maintenance windows. Syniol will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may affect cloud API endpoints.

For Tier-1 financial institutions requiring contractual latency guarantees, dedicated private VPC deployments, on-premises Sovereign Appliance installations, or financial uptime SLA credits, the terms of Customer's executed Enterprise Master Services Agreement (MSA) and Service Level Agreement (SLA) Addendum shall govern and supersede standard online targets.

SECTION 6: THIRD-PARTY DATA SOURCES

Our platform cross-references authoritative corporate registries, open geographical datasets, and third-party data providers to disambiguate merchants and verify postal codes. While Syniol validates external data against proprietary neural models, such third-party data is incorporated "as is" and "as available" without separate third-party warranties.

SECTION 7: PERSONAL INFORMATION & PRIVACY

Our collection, processing, and protection of personal data is governed by our Privacy Policy and Data Processing Specification. To view our complete privacy disclosures and architectural data protection commitments, please visit our Privacy Policy.

SECTION 8: PROHIBITED CONDUCT

In addition to other prohibitions set forth in these Terms, Customer shall not, directly or indirectly:

Reverse engineer, decompile, or disassemble any portion of the XYO Sovereign Engine, neural transformer architectures, or compiled SDK binaries, except to the non-waivable extent expressly permitted by applicable law;
Scrape, harvest, bulk-extract, or systematically cache enriched outputs to construct, train, or augment a competing commercial merchant intelligence database or machine learning model;
Resell, lease, sublicense, syndicate, or distribute raw API access, endpoints, or SDK binaries to third parties on a bureau or timesharing basis without an express Enterprise Partner Agreement;
Circumvent, defeat, or manipulate rate limits, concurrency controls, billing meters, or endpoint authentication mechanisms;
Transmit malicious code, viruses, trojans, worms, or destructive payloads through the API endpoints;
Submit false, fraudulent, or deliberately deceptive transaction strings;
Transmit unmasked payment card primary account numbers (PANs) or sensitive cardholder authentication data.

We reserve the right to immediately suspend or terminate your access for violating any prohibited conduct.

SECTION 9: DISCLAIMER OF WARRANTIES & ALGORITHMIC INTELLIGENCE

Except as expressly set forth in a binding Enterprise Master Services Agreement, the Service, documentation, SDKs, and enriched outputs are provided "as is" and "as available" for commercial integration, without warranties or conditions of any kind, whether express, implied, or statutory, including all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

Algorithmic Intelligence Notice: Enriched outputs are generated through neural transformer models and probabilistic entity resolution. While XYO targets high top-1 precision, transaction enrichment constitutes computational intelligence and does not represent an absolute credit assessment, statutory tax determination, formal accounting audit, or fiduciary financial advice. Customer remains solely responsible for verifying and determining how enriched outputs are applied within its authorization, fraud, and user experience workflows.

SECTION 10: LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law:

Exclusion of Consequential Damages: In no event shall Syniol Limited, our directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, lost savings, loss of business opportunity, loss of goodwill, or business interruption, whether based in contract, tort (including negligence), strict liability, or otherwise, arising from your use of the Service or any outputs procured using the Service.
Aggregate Financial Cap: Except for statutory liabilities that cannot be limited by law, each party's total aggregate liability arising under or related to these Terms shall be strictly capped at the total fees paid or payable by Customer to Syniol Limited in the twelve (12) months immediately preceding the event giving rise to liability (or GBP 100 for evaluation or free trial accounts).
Statutory Non-Excludable Liabilities: Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited under English law.

SECTION 11: MUTUAL INDEMNIFICATION

Syniol agrees to defend Customer against third-party claims alleging that Customer's authorized use of the Service infringes a valid intellectual property right of a third party, and Syniol will pay court-awarded damages or settlement sums approved in writing by Syniol, provided prompt notice and sole defense control are provided to Syniol.

Customer agrees to indemnify, defend, and hold harmless Syniol Limited, our affiliates, directors, officers, employees, and contractors from any third-party claim, liability, loss, or expense (including reasonable legal fees) arising out of Customer's breach of Section 3 (Cardholder Data Restrictions), breach of applicable data protection laws, or violation of third-party rights in connection with Customer applications.

SECTION 12: CONFIDENTIALITY

Each party agrees that all technical, financial, and business information disclosed by one party to the other that is designated confidential or reasonably understood to be confidential shall be protected with reasonable care. Neither party will disclose Confidential Information to any third party, except to employees, contractors, and legal advisers who have a need to know and are bound by equivalent confidentiality duties. Confidential Information does not include information that: (a) is or becomes publicly known without breach of these Terms; (b) was already known without restriction prior to disclosure; (c) is independently developed without reference to the disclosed information; or (d) is required to be disclosed pursuant to a valid court order or regulatory directive, provided prompt advance notice is given.

SECTION 13: TERMINATION & SUSPENSION

These Terms are effective unless and until terminated by either party. You may terminate these Terms at any time by closing your portal account and ceasing all use of our APIs and SDKs.

Syniol may terminate or suspend this agreement and your API access immediately without prior notice if you fail to comply with any provision of these Terms, or if we detect security threats, denial of service traffic, or unauthorized access attempts. Upon termination, all licenses granted to you shall cease immediately.

SECTION 14: TRADE SANCTIONS & EXPORT CONTROL

Customer represents and warrants that neither it nor any of its ultimate beneficial owners, parent entities, or directors are designated on any sanctions or restricted parties list maintained by the United Kingdom (HM Treasury Office of Financial Sanctions Implementation), the European Union, the United Nations, or the United States (OFAC). Customer agrees to comply with all applicable economic sanctions, export control directives, and anti-bribery laws (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act).

SECTION 15: PRECEDENCE OF CUSTOM ENTERPRISE AGREEMENTS

In the event of an express conflict between the provisions of these online Terms of Service and an individually executed Master Services Agreement (MSA), Sovereign Appliance License, or Enterprise Order Form executed in writing between Customer and Syniol Limited, the terms of the executed agreement shall prevail.

SECTION 16: SEVERABILITY & ENTIRE AGREEMENT

If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed from these Terms without affecting the validity and enforceability of any remaining provisions.

These Terms, together with any executed Order Forms and incorporated policies, constitute the entire agreement between you and Syniol Limited regarding your use of the Service, superseding any prior or contemporaneous agreements, communications, or proposals.

SECTION 17: GOVERNING LAW & JURISDICTION

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales. The courts of London, England shall have exclusive jurisdiction over any dispute or claim arising under or in connection with this agreement.

SECTION 18: CONTACT INFORMATION & CORPORATE DISCLOSURES

Questions about the Terms of Service should be directed to our compliance team at: hello@syniol.com.

Our statutory corporate disclosures are posted below:
Syniol Limited (Trading as XYO Financial)
Apollo House, Hallam Way, Whitehills Business Park, Blackpool, Lancashire, FY4 5FS, England, United Kingdom
Registered in England and Wales: Company No. 09651629
VAT Registration: GB346164695
Corporate Website: www.syniol.com

This document edited on: September 2026