Subscription & Billing Terms

Version 0.1 (draft) · Effective [Effective Date] · [Neivan Legal Entity, Inc.]

These Subscription & Billing Terms govern how the Customer pays for the Synapse platform provided by [Neivan Legal Entity, Inc.] ("Neivan", "we", "us"). They cover the subscription plans, the free trial, AI usage charges, payment processing, taxes, failed payments, and changes to pricing. They form part of, and are subject to, the master agreement between Neivan and the Customer.

All amounts are in US Dollars (USD) unless stated otherwise.

1. Plans and company-size bands

Synapse is licensed as a flat monthly subscription priced by the Customer's company-size band, plus separate AI usage charges (Section 4).

Company size (employees)	Plan	Monthly subscription
1–10	Starter	USD 499
11–50	Growth	USD 999
51–250	Scale	USD 1,999
250+	Enterprise	Custom (contact [[email protected]])

Each plan caps the number of employee seats available to the Customer. Adding Authorized Users beyond the cap requires upgrading to a higher band (Section 3).

2. Free trial

New Customers may receive a 14-day free trial.
The trial waives the subscription fee only for the trial period.
AI usage is billed from day one of the trial — it is not waived (see Section 4). AI usage is charged either against a Neivan-managed prepaid wallet or against the Customer's own provider key.
At the end of the 14 days, the subscription begins under Section 3 unless the Customer cancels before the trial ends.

3. Subscription billing, proration, upgrades, and downgrades

Billing date. After the trial, the subscription bills on the 1st of each calendar month.
Mid-month start. If a paid subscription starts mid-month, that first partial period is prorated to the 1st, so that ongoing billing aligns to the 1st thereafter.
Upgrades. Moving to a higher band takes effect immediately and is prorated for the remaining days of the current month.
Downgrades. Moving to a lower band takes effect at the next billing cycle and is not refunded for the current period.

4. AI usage and the prepaid wallet

AI usage (the cost of running large-language-model analysis and agent activity) is separate from the subscription and is charged on a usage basis. The Customer chooses one of two models:

Neivan-managed wallet. AI usage is drawn from a prepaid wallet and priced at the provider's cost plus approximately 30% markup.
Bring-your-own (BYO) key. The Customer supplies its own AI provider key. BYO usage is not marked up by Neivan; the Customer is billed directly by its provider, and Neivan does not add a margin to that usage.

4.1 Auto-billing and recharge

The Customer may enable auto-billing to automatically recharge the prepaid wallet when its balance runs low. Where auto-billing is enabled, Neivan will provide at least 5 days' advance notice before a recharge charge is made.

5. Payment method and card security (Stripe)

Payments are processed through Stripe.
Card data is tokenized and handled within a PCI DSS SAQ-A posture. Neivan never stores full card numbers. We retain only the card brand, the last 4 digits, and Stripe reference identifiers needed to manage the relationship.
The Customer authorizes Neivan (via Stripe) to charge its payment method for subscription fees, prorations, taxes, and — where enabled — wallet recharges.

6. Taxes and VAT

Prices are exclusive of taxes unless stated otherwise.
The Customer is responsible for any applicable sales tax, use tax, VAT, GST, or similar taxes, except for taxes on Neivan's net income.
Where required, Neivan will collect and remit such taxes, or the Customer will provide a valid exemption certificate or VAT identifier. The Customer is responsible for any currency-conversion differences where it transacts in a non-USD currency.

7. Failed payments, grace period, and access restriction

If a charge fails or an amount remains unpaid past its due date, Neivan may retry the charge and notify the Customer.
After the due date plus a grace period [grace period to be specified], continued non-payment will cause the account to enter a restricted, read-only / locked state. In that state, Authorized Users can sign in but cannot run new automations or make changes that incur charges.
Reinstatement. Full access is restored promptly once the past-due balance (including any applicable taxes) is paid.

8. Refunds, cancellation, and chargebacks

Subscription fees are generally non-refundable, including on downgrade (Section 3). Prepaid wallet balances are handled per the master agreement.
The Customer may cancel its subscription effective at the end of the current billing cycle; the subscription does not renew thereafter. Cancellation does not refund the current period.
If the Customer initiates a chargeback or payment dispute, Neivan may restrict the account pending resolution and may recover amounts properly owed. The Customer agrees to contact [[email protected]] before disputing a charge so issues can be resolved directly.

9. Changes to pricing

Neivan may change subscription pricing, band thresholds, or the wallet markup on prior notice [notice period to be specified] before the change takes effect. Changes apply from the next billing cycle after the notice period. Continued use after the effective date constitutes acceptance; a Customer that does not accept may cancel under Section 8 before the change takes effect.

10. Governing law

These terms are governed by the laws of [Governing-Law Jurisdiction], without regard to its conflict-of-laws rules, as further set out in the master agreement.

This is a draft prepared for review by qualified counsel. It is not legal advice and is not yet in effect. Billing questions to [[email protected]].