Platform Terms

Syndicate Systems — Platform Terms. Version 1.0, effective October 1, 2026.

These terms cover your use of the Syndicate Systems portal and the services accessible through it. By clicking to accept, or by using the portal, you agree to them on behalf of your organization.

These terms apply to your use of the services, including any use that occurred before you accepted these terms.

Sections 1 to 17 below apply to every customer. The schedules that follow them apply only to the services you actually subscribe to.

Core terms

1. This agreement

These terms are a binding agreement between your organization and Syndicate Systems LLC, and they stand on their own. If your organization has not signed a Master Services Agreement or Statement of Work with us, these terms are the entire agreement governing your use of the services. No separate signature is required for them to apply.

If your organization has signed an MSA or SOW with us, that agreement controls wherever it genuinely conflicts with these terms, and these terms govern everything it doesn't cover.

Your acceptance. When you click to accept, we record the date, time, user account, and version accepted. That record is evidence of your organization's agreement to the version in effect at that time.

2. Services and schedules

We offer several services, each with its own schedule:

• Schedule A — Analytics as a Service (AaaS). Managed data platform, semantic models, and reporting.
• Schedule B — Infrastructure as a Service (IaaS). Managed Azure infrastructure.
• Schedule C — Governance as a Service (GaaS). Managed identity, security, and compliance posture.
• Schedule D — AI Data Agent. Conversational AI analysis over your data platform. Available as an add-on; not included in any other service.

You accept these core terms plus the schedule for each service you subscribe to. Each schedule sets out what that service includes, what it's metered on, its tier limits, and what you receive when it ends. Where a schedule conflicts with these core terms, the schedule controls for that service only.

If you subscribe to more than one service, these core terms apply once across all of them — including the liability cap in section 15, which is not multiplied by the number of services you buy.

We may add, change, or remove features over time. We'll give you at least 30 days' notice before making a change that materially reduces what you're paying for.

3. Your tier follows your usage

Each service is delivered at a tier. You don't request tier changes and you don't sign anything to move between standard tiers.

How we measure. Each service schedule defines what that service is metered on. Each day we record your figures for those metrics. At the end of the billing month we average the daily figures, and that average sets your tier for the month ahead. Something that exists for six days of a thirty-day month counts for six days — you pay for what you had, for as long as you had it.

We measure this way so that short-lived changes don't whipsaw your bill in either direction, and so that neither of us gains anything by timing when something is added or removed.

Moving up and down. If a metric exceeds your tier's limit, you move up starting the following billing month. If all metrics fall within a lower tier's limits, you move down starting the following billing month, at the lower rate. Exceeding one limit is enough to move you up; moving down requires all of them to be within range.

Notice. Either way, we'll send written notice with the figures, the limit involved, your new tier, and the date it takes effect. A tier change never applies to a month already invoiced.

Sustained peaks. Capacity has to be sized for your busiest day, not your average one. If your peak figures sit above your tier's limit for a substantial part of the month, or if a pattern of additions and removals appears intended to hold the average below a limit, we may use your peak instead of the average for that month. We'll tell you when we do that and show you the daily figures behind it.

Floor and ceiling. The lowest tier in each schedule is the minimum. Movement between standard tiers is automatic in both directions. The custom tier in each schedule is never automatic: if you exceed the highest standard tier, we'll contact you to scope it, and nothing changes until we've agreed scope and pricing in writing. If you're on a custom tier and your usage falls back within a standard tier, we'll move you down unless your written agreement says otherwise.

Cancelling. Moving between tiers is automatic. Ending a service entirely is not — that requires 30 days' written notice under section 16.

4. Knowing where you stand, and who can see it

Your starting tier is stated in your order or marketplace plan. After that, your tier follows your usage as described in section 3.

Your billing contact. When you're onboarded you designate a billing contact, and you can nominate additional people at any time. Your invoice itself is a single line per service — the tier and the amount. Behind it, your billing contact can see your current tier, your daily and average figures against each limit, your peak figures, and your invoice history in the portal at any time, and can export the daily figures. We'll alert them when a metric reaches 90% of a limit, so you have warning before anything changes. All tier-change notices and invoices go to your billing contact.

Everyone else. Standard portal users see the reports and information relevant to their work. Your tier, your figures, your invoices, and anything else billing-related are not visible to them.

Keep your billing contact current by telling us at support@syndicatesystems.cloud. If you're ever unsure what tier you're on or what's in scope, ask and we'll confirm in writing.

5. Access to your systems

Delivering these services requires administrative access to your cloud tenants and systems, granted through Azure Lighthouse, delegated admin privileges, service principals, or similar mechanisms. We'll request only the access we need, and we'll use it only to deliver the services, comply with law, or act on your instructions.

Metering access. Some services are metered on figures we can only read from your environment — for example, cost data from Azure Cost Management, or directory counts from your tenant. You authorize us to read that data for the purpose of determining your tier and producing your invoice.

You can revoke or narrow our access at any time through your own controls. If you do, we may not be able to deliver part or all of a service, and fees continue while access is restricted. If revoking access prevents us from reading the figures a service is metered on, we'll bill your most recent determined tier until access is restored.

You remain responsible for your own cloud subscriptions, licenses, network connectivity, and third-party accounts, including all charges owed directly to Microsoft or other providers. Unless a schedule or order says otherwise, our fees do not include your underlying cloud consumption, license, or software costs.

6. Your account

Keep your credentials secure and don't share logins between people. You're responsible for what happens under your account. Don't use the services to break the law, interfere with other customers, attempt unauthorized access, or resell access to anyone else.

You tell us who should have access and what each person should be able to see, and we'll configure it. Keeping that list current is your responsibility, particularly when someone leaves your organization.

7. Support and monitoring

We watch it, so you don't have to. We continuously monitor the systems and processes we manage for you. When something fails, we're alerted automatically. You don't need to open a ticket, and in most cases you won't be the first to notice. Investigating and resolving failures in what we manage is included at every tier, with no ticket required and no additional charge.

This is the part that's hard to replicate internally, and it's a large share of what your subscription buys.

When you need to reach us. Support requests go to support@syndicatesystems.cloud. We aim to acknowledge any request within one business day, and to begin work within four business hours on anything blocking your team's access or preventing your systems from operating normally. Business hours are Monday to Friday, 8:00 a.m. to 5:00 p.m. U.S. Central, excluding federal holidays.

These are targets we publish so you know what to expect. They are not guarantees and do not create service credits.

Why there's no uptime number. Our services run on Microsoft Azure and related platforms. An uptime percentage would mostly be a promise about infrastructure we don't operate, and we'd rather not make commitments that depend on someone else's outage page. What we do commit to is watching continuously and acting quickly when something breaks. See section 14.

8. Your data

Your data stays yours. We use it only to deliver, support, and secure the services for you.

We do not use your data to train AI models, and we require the same of the providers we work with.

How we work. We operate on least-privilege access and role-based access control, and we build our own and our clients' configuration baselines against the CIS benchmarks. We request the minimum access needed to do the work, review access periodically, and hold our own environment to the standards we apply to yours.

Where we are on SOC 2. We are working toward SOC 2 Type II and are building our controls against that framework. We are not certified today, and nothing here should be read as claiming that we are — we'll say so publicly when that changes. If you have compliance requirements that depend on a certification we don't yet hold, tell us early and we'll be straight with you about where we stand.

If we confirm a security incident affecting your data in systems we control, we'll notify you promptly.

We use third-party providers to deliver the services, including Microsoft and AI model providers. We remain responsible for their performance under these terms.

9. AI features

Some features use AI and large language models.

AI outputs can be wrong. They may be inaccurate, incomplete, or out of date, and they are not professional, legal, financial, or engineering advice. Review and verify anything before you rely on it or act on it. You're responsible for decisions made based on an output.

We won't let AI features make changes in your environment unless you've explicitly enabled or approved that automation.

10. Fees and payment

Your starting fee, billing frequency, and start date are set out in your order or marketplace plan. Your rate thereafter follows your tier, which moves with your usage as described in section 3. Invoices are due within 15 days. Late amounts may accrue 1.5% per month. If an invoice is more than 15 days past due, we may suspend service on 10 days' notice, and fees continue during suspension.

If you buy through the Azure Marketplace, that marketplace handles billing and its terms govern payment.

11. Confidentiality

Each of us will protect the other's non-public information, use it only as needed to work together, and share it only with people who need to know and are under similar obligations. This doesn't apply to information that's already public, that we already knew, or that we're legally required to disclose.

12. Our platform

We own the platform that runs your services: the portal, our infrastructure-as-code, data pipelines, ingestion and transformation logic, orchestration, monitoring, templates, and methods — including the versions configured for you. You have the right to use them while your subscription is active.

Deliverables built specifically for you are yours, and each schedule sets out exactly what you receive when a service ends. What stays with us is the machinery behind them.

13. What we don't promise

We'll perform the services professionally and competently. Beyond that, the portal, the services, and all AI outputs are provided as is. We don't guarantee they'll be uninterrupted, error-free, or accurate.

Unless your order or a signed agreement says otherwise, there's no uptime guarantee or service credit.

The services depend on Microsoft Azure, Microsoft 365, and other third-party platforms. We're not responsible for their availability, performance, or pricing.

14. Limits on liability

Neither of us is liable for indirect or consequential damages, lost profits, or lost business.

Our total liability is limited to the fees you paid us across all services in the 12 months before the claim. This limit doesn't apply to your payment obligations, a breach of confidentiality, or gross negligence, willful misconduct, or fraud.

15. Ending the service

Either of us can end a service for any reason on 30 days' written notice, or immediately if the other materially breaches and doesn't fix it within 10 days of notice. Ending one service doesn't end the others.

When a service ends, access stops, unpaid fees become due, and we remove our access to the systems used for that service.

For 30 days after, on request, we'll provide the handover set out in that service's schedule. Help beyond that is billable at our standard rates. After the 30 days, we may delete your data.

16. Changes to these terms

We may update these terms and schedules. We'll post the new version with a new date and notify you at least 30 days before material changes take effect. Continuing to use the services after that means you accept them. If you don't, you can end the affected service under section 15.

17. Legal

These terms are governed by Texas law, and any dispute will be heard in the courts of Chambers County, Texas. We're an independent contractor, not your employee or partner. If part of these terms is unenforceable, the rest still applies.

Schedule A — Analytics as a Service (AaaS)

This schedule applies only if you subscribe to AaaS. Where it conflicts with the core terms, this schedule controls for AaaS.

A1. What's included

• Design, operation, and ongoing management of your data platform and reporting environment
• Data ingestion pipelines from your source systems
• Bronze, silver, and gold storage layers
• Semantic models and published reporting assets
• Continuous monitoring of refreshes and pipelines, with investigation and resolution of failures included
• The reporting and review cadence for your tier

Not included: work on systems we don't manage, changes to your source systems themselves, and models or tables beyond your tier's limits — those move you between tiers rather than being billed separately.

The AI Data Agent is not included in AaaS at any tier. It is a separate add-on under Schedule D, and requires an active AaaS subscription.

A2. What AaaS is metered on

Semantic models. We count semantic models, not reports. You can build as many reports as you like on top of a maintained model without changing your tier. A model is "maintained" when we monitor its refreshes, investigate and fix failures, and update it as upstream sources change.

Managed tables. A managed table is any persisted table we ingest, transform, or maintain for you across the bronze, silver, and gold layers. Each layer counts separately, so one source table landed in bronze, cleaned in silver, and modeled in gold counts as three. Transient staging objects and views built over tables we already count are not counted.

Both figures are measured on the daily-average basis described in section 3 of the core terms.

A3. Tiers

Movement between Tiers 1, 2, and 3 is automatic in both directions, as described in the core terms. Exceeding either figure is enough to move you up; moving down requires both to be within range.

Tier 4 covers environments that outgrow Tier 3, or that need capabilities the standard tiers don't offer — near-real-time or streaming refresh, dedicated rather than shared capacity, expanded scope, or committed service levels. Tier 4 is never automatic. If your usage grows past Tier 3 we'll contact you to scope what you need, and scope and pricing are agreed in writing before anything changes. Until that agreement is in place you remain on Tier 3 at Tier 3 pricing.

A4. Refresh capacity

Refreshes run on Microsoft Fabric capacity that we provide and that is shared across customers, unless your order states otherwise.

Refresh frequency is a ceiling, not a counted metric — you can't exceed it, and it doesn't move you between tiers on its own. If you want more frequent refreshes than your tier allows, that's a tier change we'll arrange with you. On-demand refreshes you trigger draw on the same allowance, so heavy manual refreshing may cause refreshes to queue or run more slowly.

A5. How your team sees reports

Reports and dashboards are delivered through our embedded portal, running on capacity we provide. Your users do not need their own Power BI or Fabric licenses to view them, and you don't pay Microsoft per-user licensing for portal access.

Because of how this works, access is through the portal only — your users don't get direct access to the underlying Fabric workspace, the semantic models, or our tenant. Portal access ends when your subscription ends.

Viewer counts don't affect your tier, but if usage grows to the point that it affects platform performance, we'll talk with you about capacity before anything changes.

A6. What you receive when AaaS ends

On request within 30 days of termination, we'll provide:

• the .pbix files for the reports we built for you, and
• a point-in-time export of your data as static tables at the bronze, silver, and gold layers, in a standard file format such as CSV or Parquet, current as of the export date.

We do not provide the ingestion connections, pipelines, transformation logic, orchestration, or refresh scheduling that produce and maintain those tables. Those are ours under section 12 of the core terms.

What this means in practice. The handover is a snapshot, not a running system. The reports will open but will not refresh, and the exported tables will not update. To operate this yourself or with another provider, you would need to rebuild the ingestion and transformation layer against your own sources. We'll answer reasonable questions about what the reports expect as input, but building that is not included.

Schedule B — Infrastructure as a Service (IaaS)

This schedule applies only if you subscribe to IaaS. Where it conflicts with the core terms, this schedule controls for IaaS.

B1. What's included

• Design, deployment, and ongoing management of your Azure infrastructure using our infrastructure-as-code platform
• Landing zone configuration and resource provisioning
• Deployment pipelines and release management
• Configuration drift detection and remediation
• Continuous monitoring and alerting on the resources we manage, with investigation and resolution of failures included
• Cost visibility and optimization recommendations
• The reporting and review cadence for your tier

Not included: your Azure consumption charges, which you pay directly to Microsoft or through your reseller; work on systems outside your delegated subscriptions; application development; and changes you make directly to managed resources outside our pipelines.

B2. Onboarding

IaaS begins with Discovery & Governance Onboarding, a one-time engagement billed at a flat rate. It covers inventory and assessment of your existing environment, landing zone design, and bringing your resources under management.

Onboarding is a prerequisite for the ongoing tiers below and is billed separately from your subscription. Your first subscription month begins when onboarding completes.

B3. What IaaS is metered on

IaaS is metered on managed monthly Azure spend — the total Azure consumption cost incurred across the subscriptions we manage for you.

What counts. Azure consumption charges for resources in subscriptions under our delegated management, at actual invoiced cost.

What doesn't count. Third-party Marketplace software charges; Microsoft 365, Dynamics, Power BI, and other per-user license fees; Azure support plan fees; taxes; and our own fees.

Reservations and savings plans. A reservation or savings plan purchase is counted as amortized across its term, not as a charge in the month it's bought. A three-year reservation purchased in one month doesn't move you up a band that month, and it doesn't move you down in later months either. This keeps a cost-saving decision from distorting what you pay us in either direction.

Credits and discounts. We meter on what you actually pay Microsoft, net of any enterprise discount or credit applied to your account.

B4. How spend is measured

Azure spend is volatile, so we measure it differently from the daily-average method in section 3 of the core terms.

Your band is set by your trailing three-month average of managed monthly Azure spend, recalculated each month. A single heavy month — a migration, a load test, a one-off backup — won't move you up a band on its own, and a single quiet month won't move you down.

Band changes take effect the month following the recalculation, with written notice showing the three months used and the average.

B5. Tiers

Movement between Tiers 1, 2, and 3 is automatic in both directions, as described in the core terms. Tier 4 is never automatic — if your trailing average exceeds $60,000, we'll contact you to scope what you need, and scope and pricing are agreed in writing before anything changes. Until that agreement is in place you remain on Tier 3 at Tier 3 pricing.

Where a band boundary is exactly met, the lower band applies.

B6. A note on how this is priced

We're paid by the size of the estate we manage, not by a percentage of your Azure bill, and our fee doesn't rise continuously as your spend rises — it only changes when you cross a band boundary.

Cost optimization is part of the service. If our work moves your trailing average into a lower band, you move down and pay us less. We'd rather that happen than have you carry spend you don't need.

B7. What you receive when IaaS ends

Your Azure resources live in your own subscriptions and remain yours throughout — nothing needs to be handed back for your infrastructure to keep running. When IaaS ends, your environment continues operating exactly as it is.

On request within 30 days of termination, we'll provide:

• a full inventory of the resources we managed, including configuration and tagging
• current-state documentation for your environment

We do not provide our infrastructure-as-code modules, pipeline templates, or the deployment tooling built around them. Those are ours under section 12 of the core terms.

What this means in practice. Your infrastructure keeps running, but it stops being managed. Drift won't be detected, deployments won't run through our pipelines, and nothing is monitored. To continue managing it as code, you or another provider would need to build a deployment pipeline against your existing resources. The inventory and documentation we provide are designed to make that possible, but building it is not included.

Schedule C — Governance as a Service (GaaS)

This schedule applies only if you subscribe to GaaS. Where it conflicts with the core terms, this schedule controls for GaaS.

C1. What's included

• Ongoing identity and directory posture management across the tenants we manage
• Conditional Access policy configuration, monitoring, and drift reporting
• Delegated administration hygiene, including privileged role review
• License assignment and utilization review
• Configuration baseline monitoring against the standard benchmark described in C3
• Continuous monitoring and alerting on the controls we manage, with investigation and remediation of drift included
• Periodic governance reporting at the cadence for your tier

Not included: incident response and breach investigation; forensic work; endpoint protection licensing; penetration testing; regulatory audit representation; and remediation of issues in systems outside the tenants we manage.

C2. Onboarding

GaaS begins with a Governance Baseline Assessment, a one-time engagement billed at a flat rate. It covers assessment of your current identity and configuration posture, remediation of critical findings, and establishing the monitored baseline.

Onboarding is a prerequisite for the ongoing tiers below and is billed separately from your subscription. Your first subscription month begins when onboarding completes.

C3. What GaaS is metered on

GaaS is metered on two figures.

Licensed identities. User accounts holding an assigned Microsoft 365 or Entra ID license in the tenants we manage. Guest accounts, service principals, shared and resource mailboxes, and unlicensed accounts are not counted.

Additional monitored controls. Every tier includes our standard configuration baseline — a fixed set of identity, access, and configuration controls we monitor for all GaaS clients, at no difference in count between customers. An "additional monitored control" is any control you ask us to monitor beyond that baseline: a custom Conditional Access policy, an Azure Policy assignment specific to your environment, or a control drawn from a compliance framework you've adopted that isn't in our baseline.

Only the additional controls are counted. The baseline itself never counts toward your tier.

Both figures are measured on the daily-average basis described in section 3 of the core terms.

C4. Tiers

Movement between Tiers 1, 2, and 3 is automatic in both directions, as described in the core terms. Exceeding either figure is enough to move you up; moving down requires both to be within range. Tier 4 is never automatic — we'll contact you to scope it, and scope and pricing are agreed in writing before anything changes.

Multiple tenants. The tiers above assume a single Microsoft tenant. If we manage more than one tenant for you, each additional tenant is scoped and priced separately, as cross-tenant governance is materially more work than the identity count alone reflects.

C5. What GaaS is and isn't

GaaS is a monitoring, configuration, and reporting service. We watch your posture, tell you when it drifts, and fix what we're authorized to fix.

It is not a guarantee of security. No governance program prevents every incident. We don't warrant that your environment is secure, that it will pass any particular audit, or that monitoring will detect every misconfiguration or intrusion. Our reporting describes what we observed against the controls we monitor, at the time we observed it.

Findings need your action. Some issues we identify can only be resolved by you — decisions about who should have access, whether a business process should change, or whether to accept a risk. We'll report those clearly and recommend a course, but we can't resolve them unilaterally and we're not responsible for consequences of findings you choose not to act on.

Compliance frameworks. If we monitor controls drawn from a framework you've adopted, that supports your compliance work. It is not certification, attestation, or an audit, and it doesn't make us your auditor.

C6. What you receive when GaaS ends

Your policies, configurations, and identity settings live in your own tenant and remain in place — nothing needs to be handed back for your current posture to persist.

On request within 30 days of termination, we'll provide:

• a full inventory of the controls we monitored, including current configuration state
• your most recent governance reports
• documentation of the baseline as configured in your tenant

We do not provide our monitoring tooling, audit modules, report templates, or the automation built around them. Those are ours under section 12 of the core terms.

What this means in practice. Your configuration stays as it is on the day we stop, but nobody is watching it. Drift won't be detected, new accounts and policy changes won't be reviewed, and no reporting will be produced. Posture degrades quietly rather than failing visibly, so the gap may not be obvious for some time. From the termination date, responsibility for monitoring and maintaining your governance posture is yours.

Schedule D — AI Data Agent

This schedule applies only if you subscribe to the AI Data Agent. Where it conflicts with the core terms, this schedule controls for the Data Agent.

D1. What's included

• Conversational AI access to the data platform we maintain for you under Schedule A
• Natural-language questions answered against your semantic models, with results returned in the portal
• Ongoing tuning of the agent as your models and vocabulary change
• Monitoring of agent performance and answer quality
• The general AI protections in section 9 of the core terms, which apply in full

Not included: answers drawn from systems outside the data platform we manage; document or file search; agent access for people without a seat; and custom agent development beyond tuning.

D2. Dependency on AaaS

The Data Agent requires an active AaaS subscription. It queries the semantic models we maintain under Schedule A and cannot operate without them.

If your AaaS subscription ends, your Data Agent subscription ends on the same date, and no notice is required from either of us for that to happen.

D3. Onboarding

The Data Agent begins with Data Agent Enablement, a one-time engagement billed at a flat rate.

An agent that doesn't know your vocabulary produces confident wrong answers, so enablement is required rather than optional. It covers building a business glossary of the terms your organization actually uses, annotating your semantic models with those terms and their synonyms, defining the questions the agent is expected to answer well, and validating answers against known-correct results before release.

Enablement is a prerequisite for the tiers below. Your first subscription month begins when enablement completes.

Where you later add models or materially change how your business describes its data, additional enablement may be needed. Routine tuning is included in your subscription; re-enablement for a substantially new subject area is scoped separately.

D4. What the Data Agent is metered on

Seats. A seat is a portal user you've authorized to use the Data Agent. Seats are named, not concurrent — two people cannot share one seat. You can reassign a seat when someone leaves.

Pooled query allowance. Each tier includes a monthly allowance of agent queries, pooled across all your seats rather than fixed per person. A heavy user can draw on the pool freely; the allowance only matters in aggregate.

Seat counts are measured on the daily-average basis described in section 3 of the core terms. Queries are counted per billing month.

D5. Tiers

Movement between Tiers 1, 2, and 3 is automatic in both directions, as described in the core terms.

If you exceed the query allowance. We won't cut the agent off mid-month or bill you for overage without warning. We'll notify your billing contact when you pass 90% of the allowance, and again if you exceed it. Sustained use above your allowance moves you to the next tier under the normal process. Occasional overage is absorbed.

D6. Who can see what

The Data Agent answers within the same access boundaries as your reports. A user with a seat can only reach data they would already be able to see in the reporting they're entitled to. Granting a Data Agent seat does not widen anyone's access to your data.

You tell us who gets a seat. Keeping that list current is your responsibility, particularly when someone leaves.

D7. Accuracy, and what the agent is for

Section 9 of the core terms applies in full. Two things are worth stating specifically for the Data Agent.

It answers from your data platform, not from knowledge of your business. The agent can only reflect what is modeled. If something isn't in your semantic models, isn't modeled correctly, or is stale because a source hasn't refreshed, the agent's answer will be wrong in the same way and it will not necessarily tell you so.

Conversational answers invite more trust than reports do. A number delivered in a sentence reads as more authoritative than the same number in a dashboard, and it arrives without the surrounding context a report provides. Treat agent output as a starting point for analysis, not as a verified figure. Anything that will inform a material decision, leave your organization, or appear in a financial or regulatory filing should be verified against the underlying reporting first.

We do not warrant that any answer is accurate, complete, or current, and we are not responsible for decisions made on the basis of an answer.

D8. What you receive when the Data Agent ends

On request within 30 days of termination, we'll provide the business glossary and the model annotations developed during enablement and tuning, in a documented form.

We do not provide the agent itself, its prompt and orchestration layer, its retrieval logic, or the monitoring built around it. Those are ours under section 12 of the core terms.

Questions? support@syndicatesystems.cloud

Syndicate Systems LLC

Version 1.0 — effective October 1, 2026