Terms and Conditions

1. Description of Services

Syncta is a cloud-based booking management and customer relationship management (CRM) platform designed for service-based businesses. Core features include:

• Appointment scheduling and calendar management
• Automated booking confirmations, reminders, and follow-up messages delivered via the WhatsApp Business API
• Client profile management, visit history, and no-show tracking
• Business analytics and performance reporting
• A booking link for centralized reservation intake across external channels

Syncta operates through integration with the WhatsApp Business API provided by Meta Platforms, Inc. (“Meta”). The availability of certain features is dependent on Meta’s platform, policies, and API terms, which are outside Syncta’s control. Syncta does not guarantee uninterrupted access to WhatsApp-dependent features and is not liable for any disruptions, restrictions, or policy changes imposed by Meta.

2. Accounts and Membership

To access the Services, you must register for an account. You are responsible for:

• Maintaining the confidentiality and security of your account credentials
• All activities that occur under your account
• Ensuring that all account information provided is accurate, current, and complete
• Immediately notifying Syncta of any unauthorized access to or use of your account at info@syncta.app

Syncta reserves the right to suspend or terminate accounts that provide false information, violate this Agreement, or engage in conduct that damages Syncta’s reputation or the rights of other users. A terminated user may not re-register without prior written consent from Syncta.

3. Subscription Plans and Pricing

Syncta offers tiered subscription plans. Current plans and pricing are as follows:

• Solo Plan — $19 USD/month: Designed for individual service providers. Includes core booking, CRM, WhatsApp automation, and analytics features.
• Multi-Staff Plan — $39 USD/month: Includes all Solo Plan features plus support for multiple staff members with individual calendars and availability management.
• Multi-Location Plan — $79 USD/month: Includes all Multi-Staff features plus support for managing multiple business locations under a single account.

Syncta reserves the right to modify subscription pricing at any time. Existing subscribers will be notified of price changes with a minimum of 30 days’ written notice via email before any change takes effect on their account. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

Feature availability per plan may be updated as the platform evolves. Syncta will provide reasonable notice of material changes to plan features.

4. Billing, Payments, and Merchant of Record

All billing and payment processing for Syncta subscriptions is handled by Paddle (paddle.com), which acts as the Merchant of Record (“MoR”) for all transactions. This means:

• Paddle — not Syncta — is the legal seller of record for all subscription purchases made through the Website.
• Your subscription invoice will be issued by Paddle. Your payment relationship for billing purposes is with Paddle, and Paddle’s Terms of Service govern the transactional and payment relationship.
• Syncta does not store your credit card or full payment account information. All payment data is collected and stored solely by Paddle in compliance with PCI DSS standards.
• Subscriptions are billed on a recurring monthly basis. By subscribing, you authorize Paddle to charge your payment method automatically at the start of each billing period.
• All fees are stated in USD and are non-refundable except as expressly set out in Section 5 (Cancellation and Refunds) below or as required by applicable law.
• Syncta reserves the right to suspend access to the Services if payment is not successfully processed. We will make reasonable attempts to notify you before suspension.
• All disputes related to billing, refunds and chargebacks shall be handled in accordance with Paddle’s policies.

Paddle’s Privacy Policy and Terms of Service are available at https://www.paddle.com/legal. We encourage you to review them.

5. Cancellation and Refunds

You may cancel your Syncta subscription at any time through your account settings or by contacting info@syncta.app

• Cancellations take effect at the end of the current billing period. You will retain full access to the Services until that date.
• Syncta does not provide pro-rated refunds for partial months of service, except where required by applicable law in your jurisdiction.
• Refund requests resulting from billing errors or duplicate charges will be reviewed and processed within 10 business days.
• Refunds for transactions processed by Paddle are subject to Paddle’s refund policy in addition to this section.
• In exceptional circumstances, Syncta may grant discretionary refunds.
• Upon account cancellation, your data will be retained for 90 days to allow for re-activation or data export, after which it will be permanently deleted in accordance with our Privacy Policy.

6. WhatsApp Business API and Meta Dependency

Syncta’s core messaging features operate through the WhatsApp Business API. By using these features, you agree to the following:

• You are responsible for ensuring that your WhatsApp Business account is properly verified with Meta and remains in good standing. Syncta cannot be held responsible for account suspensions, bans, or restrictions imposed by Meta on your WhatsApp Business account.
• You agree to comply with Meta’s WhatsApp Business Policy (https://www.whatsapp.com/legal/business-policy/) and all applicable Meta platform policies at all times. Violations of Meta’s policies that affect Syncta’s platform access or standing are your sole responsibility.
• Message delivery through WhatsApp is subject to Meta’s infrastructure, uptime, and rate limits. Syncta does not guarantee delivery of any specific message and is not liable for failed, delayed, or undelivered messages caused by Meta’s systems.
• Meta may change its API terms, pricing, feature availability, or message template requirements at any time. Syncta will make reasonable efforts to adapt to such changes but does not guarantee that all WhatsApp-dependent features will remain available or unchanged.
• Syncta is not affiliated with, endorsed by, or officially partnered with Meta Platforms, Inc.
• User acknowledges that Meta may impose fees, pricing changes, or usage restrictions which may affect the functionality or cost of the Services.

7. Business User Responsibilities and End-Client Data

If you use Syncta on behalf of a business, you are a “Business User.” As a Business User, you acknowledge and agree that:

• You are solely responsible for your business’s compliance with all applicable laws regarding the collection, storage, and use of your clients’ personal data within the Syncta platform.
• You represent and warrant that you have obtained all legally required consents or have a valid legal basis for uploading, processing, and communicating with the personal data of your end-clients (such as their names, phone numbers, and appointment history) through Syncta’s platform.
• You are responsible for obtaining consent from your end-clients before sending them WhatsApp messages through Syncta’s automated messaging features. Syncta does not verify whether your clients have consented to receive WhatsApp communications from your business.
• You will not upload to the platform any personal data that you do not have the legal right to process.
• You agree to maintain a clear and accessible privacy notice for your own clients that discloses how their data is managed, including through third-party platforms such as Syncta.
• Syncta acts as a data processor on your behalf for end-client data. You, as the Business User, are the data controller for that data and bear full legal responsibility for its lawful processing.

Failure to comply with data protection obligations applicable in your jurisdiction — including Panama Law 81, Costa Rica Law 8968, Colombia Law 1581, Mexico’s LFPDPPP, and Brazil’s LGPD — is your sole responsibility as a Business User. Syncta will not be held liable for your non-compliance with applicable data protection laws.

8. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful purposes and in compliance with this Agreement. You are prohibited from using the Services to:

• Violate any applicable local, national, or international law or regulation
• Send unsolicited, abusive, harassing, or spam communications to end-clients or any third party
• Upload or transmit malicious code, viruses, or any software intended to damage or interfere with the Services
• Attempt to gain unauthorized access to any part of the Services, other user accounts, or Syncta’s infrastructure
• Use the Services to infringe on the intellectual property rights of Syncta or any third party
• Misrepresent your identity, business, or relationship with any person or entity
• Use the Services in any manner that could damage, disable, or impair Syncta’s systems or servers
• Scrape, crawl, or systematically extract data from the platform without prior written consent
• Violate Meta’s WhatsApp Business Policy or any other third-party platform policy applicable to your use of the Services

Syncta reserves the right to immediately suspend or terminate your account for any violation of this section, without prior notice and without liability to you.

9. Service Availability and Uptime

Syncta makes reasonable efforts to maintain continuous availability of the Services. However, we do not guarantee uninterrupted, error-free access. The Services may be temporarily unavailable due to:

• Scheduled maintenance — we will provide advance notice where feasible
• Unplanned outages or technical failures
• Disruptions to third-party services including Meta’s WhatsApp Business API, Paddle, or hosting infrastructure
• Events beyond Syncta’s reasonable control

Syncta is not liable for any losses, damages, or business interruption resulting from planned or unplanned downtime. The Services are provided on an “as is” and “as available” basis.

10. Accuracy of Information

Syncta makes reasonable efforts to ensure that information published on the Website is accurate. However, we do not warrant the completeness or accuracy of content, pricing, or promotional information on the Website. We reserve the right to correct errors or inaccuracies at any time without prior notice. No content on the Website constitutes professional legal, financial, or business advice.

11. Intellectual Property Rights

All content, software, features, functionality, branding, trademarks, and intellectual property associated with the Syncta platform and Website are owned by or licensed to Redwood Strategic Holdings S.A. This Agreement does not transfer any intellectual property rights to you.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your own business purposes during the term of your active subscription. You may not reproduce, distribute, modify, reverse-engineer, create derivative works from, or exploit any part of the Services without prior written consent from Syncta.

Any data, content, or materials you upload or generate within the platform remain your property. You grant Syncta a limited license to use, store, and process that content solely for the purpose of delivering the Services to you.

12. Links to Third-Party Resources

The Website and Services may contain links to third-party websites, tools, or services including but not limited to Meta, Paddle, and others. These links are provided for convenience only. Syncta does not endorse, control, or assume responsibility for the content, privacy practices, or terms of any third-party resource. Your use of any third-party service is at your own risk and is governed by that party’s own terms and policies.

13. Disclaimer of Warranty

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SYNCTA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Syncta does not warrant that: (a) the Services will meet your specific business requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) results obtained from use of the Services will be accurate or reliable; or (d) any defects or errors will be corrected.

No advice or information obtained from Syncta or through the Services, whether oral or written, shall create any warranty not expressly stated in this Agreement.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REDWOOD STRATEGIC HOLDINGS S.A., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNCTA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO SYNCTA IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation of liability reflects a reasonable allocation of risk between the parties and is a fundamental element of the basis of the bargain between Syncta and you. Some jurisdictions do not permit the exclusion or limitation of certain types of liability. In such cases, Syncta’s liability will be limited to the maximum extent permitted by applicable law in your jurisdiction.

15. Indemnification

You agree to indemnify, defend, and hold harmless Redwood Strategic Holdings S.A. and its affiliates, directors, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Services
• Your violation of this Agreement
• Your violation of any applicable law or regulation, including data protection laws
• Your violation of Meta’s WhatsApp Business Policy or any third-party platform policy
• Any claim by a third party relating to data you have uploaded or processed through the Services
• Any willful misconduct or negligence on your part

16. Beta Access and Testing

Syncta may from time to time offer access to beta features, early releases, or testing programs (“Beta Services”). Beta Services are provided for evaluation purposes only and may be incomplete, contain bugs, or be subject to change or removal at any time without notice.

• Beta Services are provided “as is” without warranty of any kind.
• Syncta is not liable for any loss, damage, or disruption resulting from your use of Beta Services.
• Participation in beta programs may be subject to additional terms communicated at the time of access.
• Syncta may discontinue Beta Services or convert them to paid features at its sole discretion.

17. Severability

If any provision of this Agreement is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions of this Agreement shall continue in full force and effect.

18. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law provisions.

In the event of a dispute arising out of or in connection with this Agreement or the Services, the parties agree to first attempt to resolve the dispute informally by contacting Syncta at info@syncta.app. If the dispute is not resolved within 30 days, it shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Panama.

Notwithstanding the foregoing, users located in jurisdictions with mandatory consumer protection laws (including Brazil, Colombia, Mexico, and Costa Rica) retain the right to assert claims under the consumer protection laws of their own jurisdiction to the extent required by applicable law. Nothing in this Agreement is intended to override any mandatory statutory rights you may have under local law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19. Assignment

You may not assign, sublicense, or transfer any of your rights or obligations under this Agreement without Syncta’s prior written consent. Syncta may freely assign this Agreement, in whole or in part, in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without your consent. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

20. Changes and Amendments

Syncta reserves the right to modify this Agreement at any time. When material changes are made, we will notify you by email to the address associated with your account at least 14 days before the changes take effect. For non-material changes, we will update the “Last Updated” date at the top of this document.

Your continued use of the Services after the effective date of any modification constitutes your acceptance of the updated Agreement. If you do not agree with the changes, you must cancel your subscription before the effective date.

21. Usage Limits

To maintain platform integrity and ensure equitable access for all users, Syncta enforces the following usage limits. These limits apply per account and may vary by subscription plan.

• API Rate Limits. Syncta may impose rate limits on API calls, webhook events, and automated actions. Current rate limits are published in the Syncta developer documentation and may be updated from time to time at Syncta’s discretion.
• Data Storage Limits. Each subscription plan includes a defined allocation of data storage for client records, appointment history, and uploaded media. If your account exceeds its storage allocation, Syncta may restrict further uploads until usage is reduced or your plan is upgraded.
• Messaging Volume. WhatsApp message volumes are subject to both Syncta’s plan-specific messaging allocations and Meta’s own per-account sending limits. Syncta reserves the right to throttle or temporarily suspend messaging functionality for accounts that exceed their allocated volume or that trigger Meta’s rate-limiting mechanisms.
• Concurrent Sessions. Syncta may limit the number of concurrent active sessions per user account to prevent unauthorized sharing of account credentials.
• Automated and Bulk Operations. Automated scripts, bots, or bulk operations that place disproportionate load on Syncta’s infrastructure are prohibited unless expressly authorized in writing by Syncta.
• Syncta may charge additional fees or require plan upgrades where usage exceeds allocated limits.

Syncta reserves the right to modify usage limits at any time. Material changes to usage limits will be communicated to affected users with no less than 14 days’ written notice. Continued use of the Services after the effective date of any change constitutes acceptance of the updated limits. Accounts that persistently exceed usage limits may be subject to throttling, suspension, or termination at Syncta’s sole discretion.

22. Data Processing Addendum

This Section constitutes the Data Processing Addendum (“DPA”) between Syncta, acting as the data processor, and the Business User, acting as the data controller, with respect to any personal data processed by Syncta on the Business User’s behalf in the course of providing the Services.

Definitions

For the purposes of this DPA: “Personal Data” means any information relating to an identified or identifiable natural person processed through the Services on the Business User’s behalf, including but not limited to end-client names, phone numbers, appointment records, and communication history. “Processing” means any operation performed on Personal Data, including collection, storage, retrieval, use, transmission, and deletion. “Sub-processor” means any third party engaged by Syncta to process Personal Data on behalf of the Business User.

Scope and Purpose of Processing

Syncta processes Personal Data solely to provide, maintain, and improve the Services as described in this Agreement. Syncta will not process Personal Data for any purpose other than fulfilling its obligations under this Agreement unless required by applicable law, in which case Syncta will inform the Business User of such legal requirement before processing (unless prohibited by law from doing so).

Syncta’s Obligations as Processor

Syncta shall:

• Process Personal Data only on documented instructions from the Business User, including as set forth in this Agreement and as necessary to provide the Services
• Ensure that personnel authorized to process Personal Data are bound by obligations of confidentiality
• Implement and maintain appropriate technical and organizational security measures to protect Personal Data against unauthorized access, loss, alteration, or destruction, including encryption of data in transit and at rest, access controls, and regular security assessments
• Not engage any Sub-processor without providing the Business User with prior written notice, including the identity and location of the Sub-processor and the nature of processing to be performed. The Business User shall have 14 days from receipt of such notice to object in writing. If the Business User objects and Syncta cannot reasonably accommodate the objection, the Business User may terminate the affected Services upon written notice
• Assist the Business User, at the Business User’s cost, in responding to data subject access requests, rectification requests, deletion requests, and other rights exercises under applicable data protection law
• Notify the Business User without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach that affects Personal Data processed under this DPA, including the nature of the breach, the categories and approximate number of affected data subjects, and the measures taken or proposed to mitigate the breach
• Upon termination of the Services and at the Business User’s written request, return or delete all Personal Data in Syncta’s possession, except where retention is required by applicable law. If no request is made, Syncta will delete Personal Data in accordance with the data retention periods set out in the Privacy Policy

Business User’s Obligations as Controller

The Business User shall: (a) ensure that all Personal Data provided to Syncta has been collected lawfully and with all necessary consents or legal bases; (b) provide Syncta with clear and documented processing instructions; and (c) remain solely responsible for compliance with applicable data protection laws in the jurisdictions in which the Business User operates, including but not limited to Panama Law 81, Costa Rica Law 8968, Colombia Law 1581, Mexico’s LFPDPPP, and Brazil’s LGPD.

International Data Transfers

Where Personal Data is transferred outside the jurisdiction in which it was collected, Syncta will ensure that appropriate safeguards are in place in accordance with applicable data protection law, including but not limited to the use of standard contractual clauses, binding corporate rules, or equivalent mechanisms recognized under applicable law.

Audit Rights

The Business User may, upon reasonable written notice and no more than once per calendar year, request that Syncta provide evidence of compliance with this DPA, including written responses to audit questionnaires and summaries of relevant third-party audit reports or certifications. On-site audits shall be permitted only where required by applicable law or a supervisory authority, subject to reasonable scope limitations and confidentiality obligations.

Conflict

In the event of any conflict between the terms of this DPA and the remainder of this Agreement, the terms of this DPA shall prevail with respect to the processing of Personal Data.

23. Intellectual Property Indemnity

Syncta’s Indemnification Obligation

Syncta shall indemnify, defend, and hold harmless the Business User from and against any third-party claim, suit, or proceeding alleging that the Business User’s authorized use of the Services (as permitted under this Agreement) infringes a third party’s patent, copyright, trademark, or trade secret rights (“IP Claim”), and shall pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided that:

• The Business User promptly notifies Syncta in writing of the IP Claim upon becoming aware of it
• The Business User grants Syncta sole control over the defense and settlement of the IP Claim, and provides reasonable cooperation at Syncta’s expense
• The Business User does not make any admission of liability or agree to any settlement without Syncta’s prior written consent

Remediation

If the Services become, or in Syncta’s reasonable opinion are likely to become, the subject of an IP Claim, Syncta may at its sole option and expense: (a) procure the right for the Business User to continue using the affected Services; (b) modify the affected Services so that they become non-infringing without materially reducing functionality; or (c) replace the affected Services with a functionally equivalent non-infringing alternative. If none of the foregoing options is commercially reasonable, Syncta may terminate the affected Services upon 30 days’ written notice and refund any prepaid fees attributable to the unused portion of the terminated subscription period.

Exclusions

Syncta shall have no indemnification obligation to the extent an IP Claim arises from: (a) the Business User’s modification of the Services without Syncta’s authorization; (b) the Business User’s use of the Services in combination with products, services, or technologies not provided or approved by Syncta, where the infringement would not have occurred but for such combination; (c) the Business User’s use of a version of the Services other than the most current version made available by Syncta, if the infringement would have been avoided by using the current version; or (d) content, data, or materials uploaded or provided by the Business User.

This Section 23 states Syncta’s entire liability and the Business User’s sole and exclusive remedy with respect to any IP Claim.

24. Export Controls and Sanctions Compliance

The Services may be subject to export control and sanctions laws and regulations, including but not limited to those administered by the United States (including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC)), the European Union, the United Nations, and the Republic of Panama.

By accessing or using the Services, you represent and warrant that:

• You are not located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive economic or trade sanctions (including, as of the effective date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• You are not identified on any applicable government restricted or denied party list, including the U.S. Specially Designated Nationals and Blocked Persons List (SDN List), the U.S. Entity List, or equivalent lists maintained by the European Union, the United Nations, or the Republic of Panama
• You will not use the Services in violation of any applicable export control or sanctions law or regulation
• You will not directly or indirectly export, re-export, transfer, or make available the Services or any related technical data to any person, entity, or destination prohibited by applicable law

Syncta reserves the right to immediately suspend or terminate your access to the Services without notice if Syncta reasonably determines that your use of the Services may violate any applicable export control or sanctions law, or if required to do so by any governmental authority. Such suspension or termination shall not give rise to any liability on the part of Syncta, including any obligation to refund fees.

25. Acceptance of These Terms

By accessing or using the Website and Services, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Services.

26. Contacting Us

For any questions, concerns, or complaints regarding this Agreement or the Services:

• Company: Redwood Strategic Holdings S.A. (operating as Syncta)
• Jurisdiction: Republic of Panama
• Email: info@syncta.app
• Website: https://syncta.app

This document was last updated on March 2026.