Terms of Service & Client Engagement Policy

1. Introduction & Acceptance

These Terms of Service and Client Engagement Policy (the “Terms”) govern all services provided by SyncBroad AI (“SyncBroad AI,” “we,” “us,” or the “Provider”) to any individual or business engaging our services (the “Client” or “you”). They apply to both of our primary service lines: (a) AI automation and workflow systems, and (b) website and landing-page development.

These Terms function as a Master Service Framework. They establish the standing rules of every engagement. The specific deliverables, timeline, and fees for any given project are defined separately in a written Statement of Work or Proposal (each, an “SOW”). Where an SOW and these Terms conflict, the SOW controls for that project only; these Terms control in all other respects.

2. Definitions

3. Scope of Services

3.1 What We Do

SyncBroad AI designs, builds, integrates, and documents AI-powered automation systems and supporting web properties for small and mid-size businesses. Typical engagements include workflow automation, lead-nurture and CRM pipelines, client onboarding systems, conversational agents, reporting dashboards, compliance-and-documentation automation, and the websites or landing pages that support them.

3.2 Scope Is Defined Per Project, Not Open-Ended

Every engagement has a defined scope written into its SOW. The SOW states what will be built, on which platforms, what is included, and — importantly — what is explicitly out of scope. SyncBroad AI is engaged to solve a specific defined problem, not to serve as the Client's indefinite, on-call technology department unless a separate retainer is in place (Section 8).

3.3 Change Requests

Work that materially expands or alters the agreed scope (new platforms, additional integrations, added features, or expanded volume) is handled through a written Change Order describing the added work, its impact on timeline, and its additional cost. SyncBroad AI is not obligated to perform out-of-scope work until a Change Order is agreed in writing. This protects both parties: the Client controls cost, and SyncBroad AI protects delivery quality and timeline integrity.

4. Delivery Standards, Timelines & Quality

SyncBroad AI works fast — but correctness and durability take precedence over speed. We build systems intended to work reliably and scale with the Client's business. A system delivered quickly but fragile is a failure; a system delivered correctly is the deliverable. Timelines in any SOW are good-faith estimates calibrated to the scale and complexity of the work, not fixed guarantees, and they assume timely Client cooperation under Section 5.

4.1 Timeline Scales With Project Size

Delivery windows are proportional to scope and risk. The categories below are planning defaults; the governing timeline for any project is the one stated in its SOW.

4.2 Quality Commitments We Make

• Systems are tested against representative data or scenarios before being handed off as complete.
• Deliverables are documented so the Client can understand and operate the system.
• Compliance-sensitive work is built for accuracy and auditability first, with speed as a secondary objective.
• We flag blockers and risks promptly rather than working around them silently.

4.3 What We Do Not Promise

To set honest expectations, SyncBroad AI does not promise, guarantee, or warrant any of the following, and no statement in marketing materials, proposals, or conversation should be read as such a guarantee:

• Specific business outcomes — e.g., a guaranteed number of leads, sales, revenue, conversion rates, appointment volume, or growth percentages. Any figures cited from past clients are illustrative, not promised results.
• Uninterrupted or error-free operation of any system, particularly where it depends on Third-Party Platforms we do not control.
• That AI-generated outputs will be accurate, complete, or free of error in every case (see Section 9).
• Continued availability, pricing, or behavior of any Third-Party Platform, API, or model provider.
• Regulatory or legal compliance as a legal conclusion; SyncBroad AI builds systems designed to support a Client's stated compliance requirements but is not a law firm and does not render legal or regulatory advice or certification.

5. Client Responsibilities

Timely delivery and system quality depend on Client cooperation. The Client agrees to:

• Provide accurate, complete Client Materials, content, and requirements needed to perform the work.
• Provide timely access to required accounts, platforms, and credentials, and maintain the Client's own subscriptions to Third-Party Platforms.
• Designate a responsive point of contact and provide feedback and approvals within the review windows in the SOW.
• Hold all licenses, rights, and consents for any Client Materials supplied to SyncBroad AI.
• Be responsible for the Client's own legal, regulatory, tax, and compliance obligations and for any independent professional advice the Client requires.

6. Review, Acceptance & Revisions

Deliverables are submitted to the Client for review against the SOW. Unless the SOW states otherwise, the Client has a review window of seven (7) business days from delivery to either accept the deliverable or provide a specific, written list of items that do not meet the SOW.

If the Client does not respond within the review window, the deliverable is deemed accepted. Each project tier in the SOW includes a defined number of revision rounds addressing items that fall within the original scope. Requests that go beyond the SOW are Change Orders under Section 3.3, not revisions.

7. Fees, Invoicing & Payment

• Fees and the payment schedule for each project are stated in its SOW. Unless otherwise agreed, project work begins on receipt of the deposit stated in the SOW (commonly 50%), with the balance due on Acceptance or at defined milestones.
• Retainer and ongoing-support fees are billed in advance per the cycle stated in the SOW.
• Invoices are due on the terms stated on the invoice. Overdue amounts may pause active work and may accrue a late fee or interest as stated in the SOW or invoice, to the extent permitted by law.
• Fees for completed work and non-recoverable third-party costs are non-refundable. Any satisfaction or value commitment, where offered, is limited to the specific terms written into the applicable SOW — it is not an unconditional, open-ended money-back guarantee, and it does not cover Client-caused delay, out-of-scope demands, or Third-Party Platform failures.
• Third-Party Platform subscription costs (e.g., GoHighLevel, Make.com, hosting, model usage) are the Client's responsibility and are separate from SyncBroad AI's fees unless an SOW expressly states they are bundled.

8. Ongoing Support & Maintenance

Delivery of a system completes the project SOW. It does not, by itself, create an ongoing support, monitoring, or maintenance obligation. Continued maintenance, monitoring, optimization, or priority support is available only under a separate written retainer or support SOW.

Absent an active support agreement, post-Acceptance requests — including changes driven by Third-Party Platform updates, new Client needs, or issues arising after the warranty window — are handled as new billable work. A short post-delivery defect-correction window, if any, will be stated in the project SOW (see Section 9.2).

9. AI Systems, Third-Party Dependencies & Warranty

9.1 Nature of AI Outputs

Automation Systems may incorporate artificial-intelligence components. The Client acknowledges that AI-generated outputs are probabilistic and may contain inaccuracies, omissions, or unexpected results, and that AI behavior may change as underlying models are updated by their providers. The Client is responsible for human review of AI outputs before relying on them for decisions, communications, or compliance, and agrees not to use AI outputs as a sole source of truth or as a substitute for professional advice. SyncBroad AI configures AI components with reasonable skill and care but does not warrant the accuracy or completeness of their outputs.

9.2 Limited Workmanship Warranty

SyncBroad AI warrants that delivered work will, at the time of Acceptance, materially conform to the applicable SOW and be performed with commercially reasonable skill and care consistent with professional industry standards. This is the Client's exclusive warranty. If a covered defect is reported in writing within the warranty window stated in the SOW (commonly 14–30 days from Acceptance), SyncBroad AI's sole obligation, and the Client's sole remedy, is to correct the non-conforming work at no additional fee.

9.3 Third-Party Platform Disclaimer

Deliverables frequently depend on Third-Party Platforms that SyncBroad AI does not own or control. SyncBroad AI is not responsible for outages, deprecations, pricing changes, API or policy changes, data loss, or defects originating with any Third-Party Platform, nor for a Client's loss of access due to the Client's own account, billing, or compliance status with that platform. Remediation of issues caused by Third-Party Platform changes is billable work unless covered by an active support agreement.

9.4 General Disclaimer

Except for the limited warranty in Section 9.2, all services and deliverables are provided “as is” and “as available.” To the fullest extent permitted by applicable law, SyncBroad AI disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

10. Intellectual Property & Licensing

Until SyncBroad AI has received payment in full for a project, all rights in the corresponding Client Deliverable remain with SyncBroad AI.

11. Confidentiality & Data

Each party will protect the other's non-public information disclosed for the engagement, use it only to perform or receive the services, and not disclose it to third parties except to subcontractors or platforms reasonably required to deliver the work, or as required by law. These obligations survive for three (3) years after the engagement ends, except that trade secrets remain protected for as long as they qualify as such.

SyncBroad AI handles Client data with reasonable safeguards but does not guarantee against breaches of Third-Party Platforms. The Client is responsible for the lawfulness of data it provides and for its own obligations under any privacy or sector regulations applicable to that data. Where required, the parties will enter a separate data-processing addendum.

12. Subcontractors & AI-Assisted Delivery

SyncBroad AI may use subcontractors, contractors, and internal AI agents/tools to deliver the services. SyncBroad AI remains responsible for the work product delivered to the Client to the same extent as if performed by SyncBroad AI directly, and remains bound by the confidentiality obligations in Section 11 with respect to any party it engages.

13. Limitation of Liability

To the fullest extent permitted by applicable law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, even if advised of the possibility; and (b) SyncBroad AI's total aggregate liability arising out of or relating to a project will not exceed the total fees actually paid by the Client to SyncBroad AI for that specific project in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot be excluded or limited by applicable law (such as, in many jurisdictions, fraud, willful misconduct, or death or personal injury caused by negligence). Each party remains responsible for its own indemnification obligations as set out in the SOW or applicable law.

14. Term, Suspension & Termination

• These Terms remain in effect while any SOW or retainer is active and govern the parties' surviving obligations afterward.
• Either party may terminate an engagement for material breach if the breach is not cured within fifteen (15) days of written notice.
• SyncBroad AI may suspend work for non-payment or for Client conduct that prevents safe or lawful delivery, after reasonable notice.
• On termination, the Client pays for all work performed and non-recoverable costs incurred up to the termination date. SyncBroad AI will hand over work completed and paid for. SyncBroad AI does not delete or destroy Client-held data as part of termination; the Client is responsible for exporting and retaining its own data and platform content.
• Sections concerning fees due, intellectual property, confidentiality, disclaimers, limitation of liability, and dispute resolution survive termination.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, the parties will proceed to [mediation / binding arbitration / state and federal courts located in [VENUE]], as the exclusive means of resolution, except that either party may seek injunctive relief to protect intellectual property or confidential information.

16. General Provisions

• Independent contractor: SyncBroad AI performs as an independent contractor; nothing here creates employment, partnership, agency, or joint venture.
• Entire agreement: These Terms plus the applicable SOW(s) are the entire agreement on their subject matter and supersede prior discussions, proposals, and marketing statements.
• Order of precedence: A signed SOW controls over these Terms only where it expressly conflicts, and only for that project.
• Amendments: SyncBroad AI may update these Terms prospectively; the version in effect when an SOW is signed governs that engagement unless the parties agree in writing to adopt a newer version.
• Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, including Third-Party Platform failures, infrastructure outages, or governmental action.
• Severability & waiver: If a provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver of it.
• Assignment: Neither party may assign the agreement without the other's written consent, except to a successor of substantially all of its business.
• Notices: Formal notices must be in writing to the parties' designated contacts (email acceptable for routine notices; material legal notices as the SOW specifies).

17. Acknowledgment

By signing an SOW, paying an invoice or deposit, or instructing SyncBroad AI to begin work, the Client acknowledges that it has read, understood, and agreed to these Terms of Service & Client Engagement Policy.

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