Terms of Service

1 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and SimpliScale ("Company," "we," "us," or "our") regarding your use of our website at https://www.simpliscale.io/ and our business automation and technology consulting services.

By accessing our website, engaging our services, or entering into a service agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2 Description of Services

SimpliScale provides business automation and technology consulting services, including but not limited to:

2.1 Core Services

• Technology Consulting: Custom tailored internal solutions to transform businesses into efficient, scalable operations
• CRM and Workflow Automation: Design and implementation of automated workflows integrated into your software ecosystem
• Business Operations & Systems: Optimization of business processes and operational efficiency improvements
• ROI Analysis and Tracking: Performance measurement and financial impact assessment using our proprietary ROI calculator

2.2 Service Delivery Method

• Services are delivered in 30-day sprints with a specified number of requests at a time
• Bi-weekly check-in calls for ongoing support and adjustments
• Personalized process mapping and bespoke solutions tailored to your tech stack
• Comprehensive implementation and integration support

3 Service Agreement and Engagement

3.1 Consultation and Proposal

• Initial consultation calls are provided to assess your business needs
• Following consultation, we will provide a detailed proposal outlining scope, timeline, and pricing
• Services commence upon execution of a separate Service Agreement or Statement of Work

3.2 Acceptance of Services

• Your acceptance of our proposal and execution of a Service Agreement constitutes acceptance of these Terms
• Payment of invoices or commencement of services also indicates acceptance of these Terms

4 Client Responsibilities and Obligations

4.1 Information and Access

• Provide accurate, complete, and timely information necessary for service delivery
• Grant appropriate access to systems, platforms, and data required for automation implementation
• Designate authorized personnel to communicate and make decisions regarding the project
• Respond promptly to requests for information, feedback, or approvals

4.2 System Requirements

• Ensure your existing technology infrastructure meets minimum requirements for proposed solutions
• Maintain current software licenses and subscriptions for integrated platforms
• Provide necessary user accounts and administrative access for implementation

4.3 Cooperation and Communication

• Participate in scheduled bi-weekly check-in calls and meetings
• Provide timely feedback on deliverables and proposed solutions
• Notify us promptly of any changes to business requirements or system configurations

5 Payment Terms and Pricing

5.1 Fees and Payment

• Service fees are as specified in the applicable Service Agreement or Statement of Work
• Payment terms are typically net 30 days from invoice date unless otherwise specified
• All fees are non-refundable except as specifically provided in our 30-day satisfaction guarantee

5.2 Late Payments

• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• We reserve the right to suspend services for accounts more than 30 days past due
• Client is responsible for all collection costs and legal fees related to overdue accounts

5.3 Expense Reimbursement

• Client will reimburse reasonable out-of-pocket expenses incurred in providing services
• Software licenses, subscriptions, or third-party tools required for implementation may be billed separately
• All expenses will be pre-approved by Client before incurring

6 Intellectual Property Rights

6.1 Client Data and Information

• Client retains all rights, title, and interest in their business data, processes, and confidential information
• We do not claim ownership of Client's existing intellectual property or business assets

6.2 SimpliScale Intellectual Property

• We retain ownership of our methodologies, tools, templates, and proprietary processes
• Our ROI calculator, process frameworks, and automation templates remain our intellectual property
• Client receives a non-exclusive license to use delivered solutions for their internal business purposes

6.3 Work Product

• Custom automations, workflows, and configurations created specifically for Client become Client's property
• Generic tools, methodologies, and learnings may be retained by SimpliScale for future use with other clients
• Any improvements to our proprietary tools resulting from the engagement remain our property

7 Confidentiality and Non-Disclosure

7.1 Mutual Confidentiality

• Both parties agree to maintain confidentiality of all non-public information shared during the engagement
• Confidential information includes business data, processes, financial information, and technical specifications
• This obligation survives termination of the service relationship

7.2 Exceptions

• Information that becomes publicly available through no breach of this agreement
• Information independently developed without use of confidential information
• Information required to be disclosed by law or court order

8 Data Security and Privacy

8.1 Data Protection

• We implement industry-standard security measures to protect Client data
• Access to Client systems and data is limited to authorized personnel on a need-to-know basis
• We comply with applicable data protection laws and regulations

8.2 Data Retention

• Client data is retained only as long as necessary to provide services
• Upon termination, Client data will be returned or securely destroyed as requested
• Backup copies may be retained for legal compliance purposes

9 Warranties and Disclaimers

9.1 Service Warranty

• We warrant that services will be performed in a professional and workmanlike manner
• We will remedy any material defects in our work at no additional charge within 30 days of notification

9.2 Disclaimers

• We do not guarantee specific business outcomes, revenue increases, or cost savings
• Results may vary based on Client implementation, market conditions, and other factors beyond our control

10 Limitation of Liability

10.1 Liability Cap

• Our total liability for any claims arising from or related to these Terms or our services shall not exceed the total fees paid by Client in the 12 months preceding the claim
• This limitation applies regardless of the form of action, whether in contract, tort, or otherwise

10.2 Consequential Damages

11 Indemnification

11.1 Client Indemnification

Client agrees to indemnify and hold us harmless from claims arising from:

• Client's use of our services in violation of these Terms
• Client's violation of applicable laws or third-party rights
• Unauthorized modifications to delivered solutions

11.2 Mutual Indemnification

• Each party will indemnify the other for claims arising from their breach of confidentiality obligations
• Each party will defend against claims that their proprietary materials infringe third-party rights

12 Term and Termination

12.1 Term

• These Terms remain in effect until terminated by either party
• Individual service engagements are governed by their respective Service Agreements

12.2 Termination for Convenience

• Either party may terminate ongoing services with 30 days written notice
• Client remains obligated to pay for services rendered through the termination date

12.3 Termination for Cause

• Either party may terminate immediately for material breach that remains uncured after 15 days written notice
• Immediate termination is permitted for insolvency, bankruptcy, or violation of confidentiality obligations

12.4 Effect of Termination

• All unpaid fees become immediately due and payable
• Confidentiality obligations survive termination
• Each party will return or destroy the other's confidential information as requested

13 30-Day Satisfaction Guarantee

13.1 Guarantee Terms

• We stand behind our work with a 30-day satisfaction guarantee from service commencement
• If you are not completely satisfied with our services, contact our support team within 30 days
• We will work with you to resolve concerns or provide a refund for unused services

13.2 Guarantee Limitations

• Guarantee applies only to services that have been properly implemented and tested
• Refunds are prorated based on work completed and deliverables provided
• Guarantee does not cover third-party software costs or expenses already incurred

14 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures.

15 Dispute Resolution

15.1 Informal Resolution

• Parties agree to attempt good faith resolution of disputes through direct negotiation
• Written notice of disputes must be provided with opportunity to cure within 30 days

15.2 Binding Arbitration

• Unresolved disputes shall be settled by binding arbitration under the rules of the American Arbitration Association
• Arbitration shall take place in California using a single arbitrator
• The prevailing party may recover reasonable attorneys' fees and costs

15.3 Injunctive Relief

Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights

16 General Provisions

16.1 Governing Law

• These Terms are governed by the laws of California without regard to conflict of law principles
• Any court proceedings shall take place in California

16.2 Entire Agreement

• These Terms, together with any executed Service Agreements, constitute the entire agreement between the parties
• These Terms supersede all prior negotiations, representations, or agreements relating to the subject matter

16.3 Modifications

• These Terms may only be modified by written agreement signed by both parties
• We may update these Terms for future engagements with 30 days notice

16.4 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect

16.5 Assignment

• These Terms may not be assigned by Client without our written consent
• We may assign these Terms in connection with a sale of business or assets

16.6 Independent Contractors

The parties are independent contractors and nothing herein creates an employment, partnership, or joint venture relationship

16.7 Survival

Provisions relating to payment, confidentiality, intellectual property, warranties, limitations of liability, and indemnification shall survive termination

17 Contact Information

For questions about these Terms or to report violations, please contact us:

18 Electronic Signatures and Communications

You agree that electronic signatures, contracts, and other records have the same legal effect as their traditional paper counterparts. You consent to receive communications from us electronically, including via email and website notifications.