Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Syftnex ("Syftnex," "we," "our," or "us") and you ("Client," "you," or "your") governing your use of our website at syftnex.com (the "Site") and your engagement of our services.

By accessing the Site, submitting an inquiry, or engaging Syftnex for any services, you confirm that you have read, understood, and agree to be bound by these Terms and any additional agreements, statements of work, or project proposals executed between the parties.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use the Site or engage our services.

2. Services

2.1 Description of Services

Syftnex provides digital development services to businesses worldwide, including but not limited to:

• Progressive Web App (PWA) development
• AI chatbot and business automation development
• Custom web application development
• Website design and development
• WordPress development and configuration
• E-commerce development (WooCommerce and custom platforms)
• Content Management System (CMS) development and implementation
• Headless CMS configuration and integration
• Software integration and API development
• Post-launch maintenance, performance monitoring, and technical support

The specific scope of services provided to each Client is defined in a written Statement of Work, Project Proposal, or Service Agreement ("SOW") executed between Syftnex and the Client. In the event of any conflict between these Terms and an executed SOW, the SOW controls with respect to the subject matter of that conflict.

2.2 Service Modifications

Syftnex reserves the right to modify, suspend, or discontinue any service offering at any time with reasonable notice to affected Clients. Such modifications will not affect the delivery obligations under any SOW already in effect unless agreed in writing by both parties.

2.3 Subcontractors

Syftnex may engage qualified subcontractors to assist in the delivery of services. Syftnex remains responsible for the quality and delivery of all work performed by subcontractors engaged under any Client SOW.

3. Project Engagements

3.1 Statements of Work

All project engagements are governed by a written SOW that specifies the scope of work, deliverables, timeline, technical requirements, acceptance criteria, and the fixed price or engagement structure applicable to that project. No development work commences prior to execution of a signed SOW.

3.2 Discovery and Scoping

Where a paid discovery or technical scoping engagement is agreed upon prior to full project development, the deliverables, cost, and credit arrangement for that scoping phase are specified in writing prior to the scoping engagement beginning. Scoping deliverables (including technical specification documents) are the property of the Client upon payment of the applicable scoping fee, regardless of whether a full project engagement proceeds.

3.3 Change Orders

Any changes to the agreed project scope, deliverables, or timeline must be documented in a written change order ("Change Order") signed by both parties before implementation. Syftnex will provide a written assessment of the impact of any requested scope change on timeline and cost before any Change Order is executed. Work on scope changes does not begin until a Change Order is signed.

3.4 Client Responsibilities

The timely delivery of project work depends on Client participation. The Client agrees to:

• (a) Provide all required content, assets, credentials, and access necessary for project delivery within the timelines agreed in the SOW;
• (b) Make timely decisions at project milestones and sprint reviews, understanding that delayed decisions directly affect project timeline;
• (c) Designate a primary point of contact with decision-making authority for the project;
• (d) Review and provide written feedback or approval on deliverables within the review periods specified in the SOW;
• (e) Notify Syftnex promptly of any material changes to project requirements or business circumstances that may affect scope or delivery.

Delays caused by the Client's failure to fulfill these responsibilities may result in timeline adjustments. Syftnex will communicate such adjustments in writing promptly upon identifying a Client-caused delay.

3.5 Acceptance of Deliverables

Deliverables are considered accepted when: (a) the Client provides written acceptance; (b) the Client uses the deliverable in a live production environment; or (c) the Client fails to provide written feedback within the review period specified in the SOW, whichever occurs first. Acceptance does not waive the Client's rights under any applicable warranty provisions in Section 9.

4. Ongoing Services and Retainer Arrangements

4.1 Retainer Services

Where Syftnex and the Client agree to an ongoing maintenance, support, or development retainer, the specific services, response commitments, included work hours or tasks, and retainer fee are specified in a Retainer Agreement or SOW addendum signed by both parties.

4.2 Retainer Term and Renewal

Retainer arrangements operate on a monthly basis unless otherwise specified. Either party may terminate a retainer arrangement with written notice as specified in the applicable Retainer Agreement. Unused retainer hours or credits do not carry over to subsequent months unless expressly agreed in writing.

4.3 Out-of-Scope Work Under Retainers

Work requests that fall outside the scope defined in a Retainer Agreement will be assessed by Syftnex and communicated to the Client with an estimate of cost and timeline before any out-of-scope work commences. Out-of-scope work under a retainer is subject to a separate Change Order or project SOW.

5. Fees and Payment

5.1 Pricing Structure

Syftnex offers flexible pricing structures designed around the specific requirements of each project engagement. Fixed-price quotes are based on the scope defined in the applicable SOW. Retainer fees are specified in the applicable Retainer Agreement. Syftnex does not engage in hourly billing for project development work unless expressly agreed in a specific SOW.

5.2 Invoicing and Payment Terms

Unless otherwise specified in an SOW:

• (a) Project engagements are invoiced on a milestone basis, with payment tied to defined project milestones agreed in the SOW;
• (b) An initial deposit, specified in the SOW, is due before any development work commences;
• (c) Final payment is due upon project completion and prior to delivery of final files, credentials, or deployment to production;
• (d) Retainer fees are invoiced monthly in advance and due within 15 days of invoice date.

Invoices are issued via Syftnex's authorized billing system and payable by bank transfer, credit/debit card, or global payment gateways specified on the invoice.

5.3 Late Payment

Invoices not paid within the specified payment terms are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Syftnex reserves the right to suspend active work on Client projects where invoices are materially overdue, with written notice to the Client.

5.4 Disputed Invoices

If the Client disputes any portion of an invoice in good faith, the Client must notify Syftnex in writing within 10 business days of receipt, specifying the disputed amount and the basis for the dispute. Undisputed portions of invoices remain due on their original payment date. The parties agree to resolve disputes in good faith within 15 business days of the dispute notice.

5.5 Taxes

All fees are exclusive of applicable taxes, including sales tax, VAT, or other governmental levies. The Client is responsible for all such taxes applicable to the services received, except for taxes on Syftnex's income.

6. Intellectual Property

6.1 Client-Owned Work Product

Upon receipt of full payment for a completed project engagement, Syftnex assigns to the Client all right, title, and interest in the custom work product created specifically for that Client under the applicable SOW, including source code, design files, documentation, and other deliverables ("Work Product").

6.2 Pre-Existing Materials and Third-Party Components

The assignment in Section 6.1 does not include:

• Syftnex Pre-Existing Materials: Tools, frameworks, libraries, code snippets, utilities, and methodologies developed by Syftnex prior to the applicable SOW, or developed by Syftnex independently of the Client engagement ("Pre-Existing Materials"). Syftnex grants the Client a non-exclusive, royalty-free, perpetual license to use Pre-Existing Materials incorporated into the Work Product solely as part of the Work Product;
• Third-Party Components: Open-source software, licensed libraries, third-party APIs, and other third-party materials incorporated into the Work Product. Such components are subject to their respective license terms, which Syftnex will identify in project documentation. The Client is responsible for compliance with applicable third-party license obligations;
• Platform-Specific Implementations: Configuration, theme, and plugin implementations on third-party platforms (WordPress, WooCommerce, Contentful, Sanity, Strapi, Shopify, etc.) remain subject to the applicable platform's terms of service.

6.3 Client-Provided Materials

The Client retains all rights to materials, content, data, trademarks, and intellectual property provided to Syftnex for use in the project ("Client Materials"). The Client grants Syftnex a non-exclusive, royalty-free license to use Client Materials solely for the purpose of delivering the agreed services during the term of the engagement.

The Client represents and warrants that it has all necessary rights to provide Client Materials to Syftnex and that use of Client Materials by Syftnex as contemplated by the SOW will not infringe any third-party intellectual property rights.

6.4 Portfolio Rights

Unless the Client provides written notice requesting otherwise, Syftnex reserves the right to reference the Client's name and describe the general nature of the engagement in Syftnex's portfolio, marketing materials, and business development activities. Syftnex will not publish specific case study content, screenshots, or technical implementation details without the Client's prior written consent.

6.5 Feedback

If the Client provides suggestions, feedback, or ideas regarding Syftnex's services or methodologies, Syftnex may use such feedback without restriction or compensation to the Client.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the services, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical specifications, source code, customer data, pricing information, and project requirements.

7.2 Obligations

The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use Confidential Information only for the purpose of fulfilling obligations under the applicable SOW; (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees or subcontractors who need access to perform the services and are bound by confidentiality obligations no less protective than those in this Section.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is disclosed with the Disclosing Party's prior written approval; or (e) must be disclosed pursuant to applicable law or a court order, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates with any effort to limit disclosure.

7.4 Duration

Confidentiality obligations survive the termination of any SOW or these Terms for a period of three (3) years.

8. Data and Privacy

8.1 Client Data

In the course of providing services, Syftnex may have access to data belonging to the Client or the Client's customers ("Client Data"). Syftnex will access and use Client Data only as necessary to deliver the agreed services and will not sell, rent, or otherwise commercially exploit Client Data.

8.2 Privacy Policy

Syftnex's collection, use, and handling of personal information submitted through the Site is governed by the Syftnex Privacy Policy, available at syftnex.com/privacy-policy, which is incorporated into these Terms by reference.

8.3 Data Security

Syftnex implements reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, or destruction. However, no data transmission or storage system is completely secure, and Syftnex cannot guarantee absolute security.

8.4 Regulatory Compliance

Where the Client's project involves the processing of personal data subject to specific regulatory frameworks (including HIPAA, GDPR, CCPA, or other applicable data protection laws), the parties will execute any required data processing agreements prior to Syftnex accessing such data. Compliance with regulatory requirements applicable to the Client's industry and data processing activities is ultimately the Client's responsibility.

9. Warranties and Representations

9.1 Syftnex Warranties

Syftnex represents and warrants that:

• (a) The services will be performed by qualified personnel in a professional manner consistent with industry standards;
• (b) Syftnex has the right to enter into these Terms and any SOW and is not subject to any agreement that would prevent it from fulfilling its obligations;
• (c) Work Product delivered under any SOW will, at the time of delivery, materially conform to the specifications and acceptance criteria defined in that SOW;
• (d) Syftnex will not knowingly incorporate into the Work Product any third-party intellectual property that would infringe the rights of any third party.

9.2 Post-Launch Bug Warranty

Unless otherwise specified in the applicable SOW, Syftnex warrants that delivered Work Product will be free from material defects attributable to Syftnex's implementation for a period of thirty (30) daysfollowing project launch or delivery to production ("Warranty Period"). During the Warranty Period, Syftnex will remedy material defects at no additional charge to the Client. This warranty does not cover issues arising from: Client modifications to delivered Work Product; third-party platform updates or service changes; Client-provided content or data; or scope changes introduced after project delivery.

9.3 Client Warranties

The Client represents and warrants that:

• (a) The Client has the authority to enter into these Terms and any SOW;
• (b) Client Materials provided to Syftnex do not infringe any third-party intellectual property rights;
• (c) The Client's use of the Work Product will comply with all applicable laws and regulations;
• (d) Any information provided to Syftnex during the project engagement is accurate and complete to the best of the Client's knowledge.

9.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SYFTNEX PROVIDES THE SITE AND ALL SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SYFTNEX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SYFTNEX BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SOW, EVEN IF SYFTNEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYFTNEX'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SOW WILL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO SYFTNEX UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SYFTNEX WOULD NOT HAVE ENTERED INTO THESE TERMS OR ANY SOW WITHOUT THESE LIMITATIONS.

11. Indemnification

11.1 Client Indemnification of Syftnex

The Client agrees to indemnify, defend, and hold harmless Syftnex and its officers, directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Client's breach of these Terms or any SOW; (b) the Client's use of the Work Product in a manner that violates applicable law; (c) Client Materials that infringe any third-party intellectual property rights; or (d) the Client's business operations, products, or services.

11.2 Syftnex Indemnification of Client

Syftnex agrees to indemnify, defend, and hold harmless the Client from and against any claims that the Work Product (excluding Client Materials and third-party components) infringes a third party's intellectual property rights, provided that: (a) the Client promptly notifies Syftnex of any such claim; (b) Syftnex has sole control of the defense and any settlement; and (c) the Client provides reasonable cooperation. This indemnification does not apply to infringement claims arising from modifications made to the Work Product by the Client or a third party after delivery.

12. Termination

12.1 Termination for Convenience

Either party may terminate an SOW for convenience upon 30 days' written notice to the other party. Upon termination for convenience:

• (a) The Client is responsible for payment of all fees for work completed and expenses incurred up to the effective termination date, calculated on a proportional basis relative to the project's completion percentage as reasonably determined by Syftnex;
• (b) Syftnex will deliver all completed work product and work in progress to the Client in a reasonable format within 10 business days of the termination date;
• (c) Any non-refundable deposit specified in the SOW is retained by Syftnex.

12.2 Termination for Cause

Either party may terminate an SOW immediately upon written notice if the other party: (a) materially breaches the SOW or these Terms and fails to cure such breach within 15 business days of written notice specifying the breach in reasonable detail; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.

12.3 Effect of Termination

Termination of any SOW does not terminate these Terms or any other SOW between the parties. Sections 6, 7, 8, 9.4, 10, 11, 12.3, and 13 survive the termination or expiration of these Terms and any SOW.

13. Dispute Resolution

13.1 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms, any SOW, or the services provided by Syftnex, the parties agree to first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party for a period of 30 days following written notice of the dispute.

13.2 Class Action Waiver

Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, collective, or representative action.

14. Force Majeure

Syftnex will not be liable for any delay or failure to perform its obligations under these Terms or any SOW to the extent such delay or failure is caused by events beyond Syftnex's reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, widespread internet or infrastructure outages, or pandemic-related restrictions. Syftnex will notify the Client promptly of any such event and the parties will cooperate in good faith to adjust timelines and scope accordingly.

15. Website Use

15.1 Permitted Use

The Site is provided for informational purposes and to facilitate engagement with Syftnex's services. You may access and use the Site for lawful purposes consistent with these Terms.

15.2 Prohibited Conduct

You agree not to:

• (a) use the Site in any manner that could damage, disable, overburden, or impair it;
• (b) attempt to gain unauthorized access to any portion of the Site or any systems connected to it;
• (c) use automated tools to scrape, copy, or index Site content without written permission;
• (d) submit false, misleading, or fraudulent information through any Site form or communication channel;
• (e) use the Site to distribute spam, malware, or unsolicited commercial communications.

15.3 Third-Party Links

The Site may contain links to third-party websites or services. Syftnex is not responsible for the content, accuracy, or practices of any third-party sites, and the inclusion of a link does not constitute endorsement.

16. Blog and Content

16.1 Informational Purpose

Content published on the Syftnex blog and resource sections is provided for general informational and educational purposes only. It does not constitute legal, technical, financial, or professional advice and should not be relied upon as such.

16.2 Copyright

All blog articles, guides, and original content published on the Site are the intellectual property of Syftnex and are protected by copyright. You may share links to Site content and reproduce brief excerpts for commentary or educational purposes, provided you clearly attribute Syftnex as the source and link to the original content. Reproduction of full articles or substantial portions without written permission is prohibited.

16.3 Accuracy

Syftnex makes reasonable efforts to ensure the accuracy of published content but does not warrant that all content is current, complete, or free of errors. Technology, platform specifications, and industry practices change frequently, and content may not reflect the most current developments.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any executed SOW, Retainer Agreement, or other written agreement between the parties, constitute the entire agreement between Syftnex and the Client with respect to its subject matter and supersede all prior or contemporaneous representations, understandings, negotiations, and agreements, whether written or oral.

17.2 Amendments

Syftnex reserves the right to update these Terms at any time. Changes will be posted to the Site with the updated effective date. For existing Clients with active SOWs, material changes to these Terms will be communicated by email with 30 days' notice. Continued use of the Site or engagement of services after the effective date of any update constitutes acceptance of the updated Terms.

17.3 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.4 Waiver

No waiver of any right or provision of these Terms will be effective unless made in writing. The failure of either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce such provision in the future.

17.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms or any SOW without Syftnex's prior written consent. Syftnex may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided Syftnex gives reasonable notice to affected Clients.

17.6 Notices

Formal notices under these Terms must be delivered in writing by: (a) email to the address specified in the applicable SOW, with confirmation of receipt; or (b) certified mail or nationally recognized courier service to the party's registered business address. Notices are effective upon confirmed receipt.

17.7 No Agency or Partnership

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties. Syftnex is an independent contractor in all matters relating to the provision of services.

17.8 Headings

Section headings in these Terms are for convenience only and do not affect the interpretation of any provision.

18. Contact Information

For questions regarding these Terms, to report a breach, or to provide formal notices, please contact: