Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ENGAGING SYNCRAFORM TECHNOLOGIES. BY SIGNING A PROPOSAL, MAKING A PAYMENT, OR COMMUNICATING YOUR ACCEPTANCE IN WRITING, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Introduction and Parties

1.1 Syncraform Technologies (referred to herein as "Syncraform," "we," "us," or "our") is a technology agency providing intelligent automation, custom software development, CRM integration, AI-powered systems, and related digital solutions to clients worldwide.

1.2 These Terms of Service ("Terms") govern the relationship between Syncraform Technologies and any individual, business, or organisation ("Client," "you," or "your") that engages Syncraform for services, accesses our website, or enters into any agreement with us.

1.3 These Terms apply to all engagements including, but not limited to: project-based services, retainer arrangements, consultation, software delivery, system configuration, and any ongoing support or maintenance services.

1.4 Individual project proposals, scope documents, and statements of work entered into between Syncraform and the Client form part of these Terms and take precedence over these Terms in the event of any conflict.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" means all automation, development, integration, consulting, and digital services provided by Syncraform, as detailed in an agreed Project Proposal or Statement of Work.

• "Deliverables" means any software, systems, automations, dashboards, configurations, documentation, or other outputs produced by Syncraform in the course of providing Services.

• "Project Proposal" or "Statement of Work (SOW)" means the written document outlining the scope, deliverables, timeline, and pricing for a specific engagement.

• "Client Data" means all information, records, credentials, and content provided by the Client to Syncraform for the purpose of delivering the Services.

• "Third-Party Tools" means any external software, platforms, APIs, or services (including but not limited to CRM platforms, automation tools, AI providers, or cloud services) used in the delivery of Services.

• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, source code, algorithms, and other proprietary rights.

3. Scope of Application

3.1. Syncraform will provide the Services as described in the applicable Project Proposal or Statement of Work agreed between the parties. Syncraform reserves the right to determine the manner and means of delivering the Services, provided the agreed outcomes and deliverables are met.

3.2. Any changes to the agreed scope of Services must be requested in writing and will be subject to a change order process. Scope changes may affect timelines and pricing. Syncraform will provide a revised quote for any material additions to the original scope.

3.3. Syncraform shall use commercially reasonable skill and care in delivering the Services and will apply industry-standard practices in automation, software development, and systems integration.

3.4  Syncraform does not guarantee specific business outcomes (such as revenue increases or placement rates) arising from the use of Deliverables, as these depend on factors outside Syncraform's control, including the Client's own operational practices and market conditions.

4. Proposals, Agreements, and Acceptance

4.1. A Project Proposal issued by Syncraform constitutes an offer to provide Services on the terms stated therein. The proposal will specify the scope, deliverables, pricing, and payment schedule.

4.2. Acceptance of a proposal occurs when the Client: (a) signs the proposal document; (b) makes a deposit or first payment; or (c) communicates written acceptance via email or other written means. Acceptance constitutes a binding agreement incorporating these Terms.

4.3. Proposals are valid for 14 days from the date of issue unless otherwise stated. After this period, Syncraform reserves the right to revise pricing or availability.

4.4 Syncraform reserves the right to decline any engagement at its sole discretion, including prior to commencement of work.

5. Payment Terms

5.1. Pricing for Services is set out in the applicable Project Proposal. All amounts are quoted exclusive of applicable taxes unless otherwise stated.

5.2. Unless a different payment schedule is specified in the Project Proposal, the following default payment structure applies:

• A non-refundable deposit of 50% of the total project value is due upon acceptance of the proposal and before work commences.

• The remaining balance is due upon delivery of the agreed Deliverables or at agreed milestones.

5.3. Invoices are payable within 7 days of the invoice date unless otherwise agreed in writing. Late payments may attract interest at a rate of 2% per month on the outstanding amount, calculated from the due date.

5.4. Syncraform reserves the right to pause or suspend work on any project where payment is overdue by more than 7 days. Syncraform will not be liable for any delays in delivery caused by a payment suspension.

5.5. Payments are to be made via the method specified in the invoice (bank transfer, card payment, or other agreed method). Currency and payment details will be confirmed in the invoice. Syncraform invoices in USD or GBP for international clients unless otherwise agreed

5.6. The Client is responsible for any bank transfer fees, currency conversion costs, or transaction charges incurred in making payment.

6. Refund and Cancellation Policy

6.1. The initial deposit paid to commence a project is non-refundable once work has commenced, as it covers planning, scoping, and resource allocation.

6.2. If the Client cancels a project after work has commenced but before completion, the Client will be liable to pay for all work completed up to the date of cancellation, calculated at Syncraform's standard rates or as a pro-rated portion of the project fee, whichever is greater.

6.3. If Syncraform is unable to deliver the agreed Deliverables due to circumstances within its control, the Client will be entitled to a pro-rated refund for the undelivered portion.

6.4. No refunds will be issued for completed Deliverables that have been accepted by the Client, or for work that has been reviewed and approved at a project milestone.

6.5. Disputes regarding refunds must be raised in writing within 14 days of the relevant invoice or delivery date

7. Deliverables, Delivery, and Acceptance

7.1. Syncraform will deliver Deliverables within the timelines specified in the Project Proposal. Timelines are estimates based on the information available at the time of scoping and may be adjusted where the Client's instructions, feedback, or access are delayed.

7.2. Upon delivery of a Deliverable or milestone, the Client has 5 business days to review and raise any material defects or issues in writing. If no written objection is raised within this period, the Deliverable is deemed accepted.

7.3. Syncraform will remedy material defects in Deliverables at no additional charge, provided the defects are reported within the acceptance period and are attributable to Syncraform's work.

7.4. Minor revisions and adjustments requested after acceptance may be treated as change requests and may be subject to additional fees.

7.5. The Client is responsible for providing timely feedback, approvals, and access to systems, accounts, and information required for delivery. Delays caused by the Client will extend timelines accordingly.

8. Intellectual Property

8.1. Upon receipt of full payment for a project, Syncraform assigns to the Client all rights, title, and interest in the custom Deliverables created specifically for that Client under that project, including any custom code, automations, or configurations.

8.2. Syncraform retains ownership of all underlying methodologies, frameworks, tools, templates, reusable components, and general-purpose code that existed prior to the engagement or was developed independently. These may be used in future client engagements.

8.3. Any Third-Party Tools, software libraries, or platforms integrated into a Deliverable remain subject to their own licensing terms. Syncraform does not transfer or warrant any rights to Third-Party Tools.

8.4. The Client grants Syncraform a limited licence to use Client Data and Client systems solely for the purpose of delivering the Services.

8.5. The Client warrants that all materials, data, and content provided to Syncraform do not infringe the intellectual property rights of any third party, and indemnifies Syncraform against any claims arising from such infringement.

8.6. Syncraform may reference the Client as a client and describe the nature of work completed for portfolio and marketing purposes, unless the Client requests confidentiality in writing.

9. Confidentiality

9.1. Both parties agree to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services ("Confidential Information"). This obligation survives the termination of any agreement for a period of 3 years.

9.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order.

9.3. Syncraform will not share Client Data with third parties except as required to deliver the Services (e.g., configuring Third-Party Tools), or as required by applicable law.

9.4. The Client agrees not to share, disclose, or distribute Syncraform's methodologies, pricing, internal processes, or proprietary systems without prior written consent.

10. Client Responsibilities

10.1. The Client is responsible for providing accurate, complete, and timely information required for the delivery of Services. Delays or defects arising from incomplete or incorrect information provided by the Client are the Client's responsibility.

10.2. The Client must ensure that Syncraform is provided with appropriate access to systems, platforms, accounts, and resources required to perform the Services, and that such access complies with the relevant platform's terms of service.

10.3. The Client is responsible for maintaining appropriate backups of their own data and systems. Syncraform is not liable for any loss of data arising in connection with the delivery of Services.

10.4. The Client agrees to use all Deliverables in compliance with applicable laws and regulations, and not to use any system or automation delivered by Syncraform for unlawful purposes.

10.5. The Client is responsible for obtaining any third-party licences, subscriptions, or API access required for the ongoing operation of Deliverables after project completion.

11. Third-Party Tools, Platforms, and Integrations

11.1. Many of Syncraform's Services involve the integration of Third-Party Tools (including CRM platforms such as HubSpot, Bullhorn, and GoHighLevel; automation platforms such as Make.com and Zapier; AI services; and cloud infrastructure). These tools are provided by their respective vendors.

11.2. Syncraform is not responsible for the availability, performance, pricing changes, or discontinuation of any Third-Party Tool. Changes to Third-Party platforms that affect a Deliverable after project completion may require additional paid work to remediate.

11.3. The Client is responsible for maintaining active subscriptions and licences for any Third-Party Tools required for the operation of Deliverables. Syncraform will advise on required tools during scoping.

11.4. Syncraform is not liable for any failure of a Deliverable caused by changes, outages, or restrictions imposed by Third-Party platforms.

12. Support and Maintenance

12.1. Unless a separate support or maintenance agreement is in place, Syncraform provides a 14-day warranty period following delivery of each project, during which it will address material defects in the Deliverables at no additional charge.

12.2. After the warranty period, ongoing support, updates, and maintenance are available as paid services under a separate retainer or support agreement.

12.3. Support requests must be submitted via the agreed communication channel (email or project management platform). Syncraform will respond to support requests within 2 business days for standard clients and within 1 business day for clients on a priority support plan.

12.4. Support does not include training, onboarding, or new feature development unless specified in a support agreement.

13. Limitation of Liability

13.1. To the maximum extent permitted by applicable law, Syncraform's total liability to the Client for any claim arising out of or relating to the Services or these Terms shall not exceed the total fees paid by the Client to Syncraform in the 3 months preceding the event giving rise to the claim.

13.2. Syncraform shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of data, loss of business opportunity, or reputational harm, even if Syncraform has been advised of the possibility of such damages.

13.3. These limitations do not apply in cases of gross negligence, wilful misconduct, or fraud by Syncraform.

13.4. The Client acknowledges that the results achievable using Syncraform's Deliverables depend on the Client's own use and implementation, and that Syncraform provides no guarantee of specific commercial outcomes.

14. Indemnity

14.1  The Client agrees to indemnify and hold harmless Syncraform, its directors, employees, and contractors from and against any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use or misuse of any Deliverable;

• The Client's breach of these Terms;

• Any infringement of third-party intellectual property rights arising from materials provided by the Client; or

• Any unlawful use of systems delivered by Syncraform.

15. Data Protection and Privacy

15.1  Syncraform processes personal data only to the extent necessary to deliver the Services. Syncraform will not sell, rent, or share personal data with third parties for commercial purposes.

15.2. Both parties agree to comply with applicable data protection and privacy laws in their respective jurisdictions when handling personal data in connection with the Services.

15.3. Where Syncraform acts as a data processor on behalf of the Client, the parties may enter into a separate Data Processing Agreement upon request.

15.4. Syncraform's Privacy Policy, available on our website, provides further detail on how we collect, store, and use personal data.

16. Termination

16.1. Either party may terminate an engagement by providing 14 days' written notice. Upon termination, the Client will be liable to pay for all work completed up to the effective date of termination.

16.2. Syncraform may terminate an engagement immediately and without notice if the Client: (a) fails to make payment within 14 days of the due date; (b) breaches these Terms in a material way and fails to remedy the breach within 7 days of written notice; or (c) engages in unlawful conduct.

16.3. Upon termination, Syncraform will deliver all completed work product to the Client, provided all outstanding fees have been settled. Syncraform may retain copies of work product for internal records and portfolio purposes.

16.4. Sections relating to confidentiality, intellectual property, limitation of liability, indemnity, and payment obligations survive termination.

17. Force Majeure

17.1. Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to power outages, internet failures, acts of government, natural disasters, third-party platform outages, or other force majeure events.

17.2. The affected party will notify the other party as soon as reasonably practicable and will resume performance as soon as the force majeure event has passed.

18. Governing Law and Dispute Resolution

18.1  These Terms and any engagement between the parties are governed by the laws of the Republic of South Africa.

18.2  In the event of a dispute, the parties agree to attempt resolution through good-faith negotiation for a period of 30 days before initiating formal proceedings.

18.3  If a dispute cannot be resolved through negotiation, the parties agree to submit to the jurisdiction of the South African courts. International clients acknowledge that engaging Syncraform from their jurisdiction does not alter this governing law provision.

19. Amendments to These Terms

19.1  Syncraform reserves the right to update these Terms at any time. Clients will be notified of material changes at least 14 days in advance via email or website notice.

19.2  Continued engagement with Syncraform after the effective date of any updated Terms constitutes acceptance of the updated Terms.

19.3  These Terms supersede all prior agreements, understandings, or representations regarding the subject matter herein, except where an individual written agreement expressly states otherwise.

20. General Provisions

20.1  If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will continue in full force and effect.

20.2  A failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any right to enforce it in future.

20.3  These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties. Syncraform operates as an independent contractor.

20.4  The Client may not assign or transfer any rights or obligations under these Terms without Syncraform's prior written consent. Syncraform may subcontract or delegate aspects of the Services to qualified contractors, whilst retaining responsibility for the quality of delivery.

Contact

For questions regarding these Terms, or to submit any formal notices, please contact Syncraform Technologies at:

Syncraform Technologies

Email:  hello@syncraform.com

Website:  www.syncraform.com