Terms and Conditions of Service

Last Updated: December 1, 2025

IMPORTANT NOTICE: These Terms and Conditions ("Terms") form a legally binding agreement between you ("Client" or "You") and SyncGlyde ("SyncGlyde," "We," "Us," or "Our"). By accessing or using any services provided by SyncGlyde, including the Blueprint Audit or enrollment in any SCALE Framework service package, you agree to be bound by these Terms.

1. Scope of Services

1.1. Agreement to Provide Services: SyncGlyde agrees to provide the professional system engineering and consulting services (the "Services") outlined in a separate, mutually agreed-upon Statement of Work ("SOW") or service package description. The Services focus on the design, deployment, and execution of automated profit systems, guided by the SCALE Framework.

1.2. Changes and Scope Creep: Any requested changes or additions to the Services outside the agreed SOW must be submitted in writing and may result in additional fees and adjusted timelines.

2. Client Obligations

2.1. Cooperation: The Client agrees to provide timely cooperation, necessary access (e.g., to existing websites, CRMs, hosting accounts), and accurate information and content required for the successful execution of the Services. Delays caused by the Client may result in the suspension of Services or adjusted timelines.

2.2. Content Licensing and Compliance: The Client warrants that it owns or has the necessary licenses and rights to use any content, trademarks, logos, or materials provided to SyncGlyde for use in the Services (the "Client Content"). The Client further warrants that all Client Content and the Client's use of the systems we build comply with all applicable local, national, and international laws, including consumer protection, anti-spam, and marketing regulations. The Client indemnifies SyncGlyde against any claim arising from the use of the Client Content or the Client’s non-compliance.

3. Financial Terms and Payment

3.1. Fees and Billing: The Client agrees to pay all fees for the Services as specified in the SOW. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such charges.

3.2. Refunds and Cancellations: Due to the custom, engineered nature of the Services and the immediate dedication of resources upon contract execution, all fees paid to SyncGlyde are non-refundable, except as explicitly provided in the SOW or mandated by mandatory consumer protection laws in the Client's jurisdiction.

3.3. Suspension of Service: SyncGlyde reserves the right to suspend or terminate Services if any fees are past due, without liability to the Client.

4. Intellectual Property (IP)

4.1. Client Ownership: The Client retains all ownership rights to the Client Content, their business data, customer lists, and any proprietary information supplied to SyncGlyde.

4.2. SyncGlyde Ownership: SyncGlyde retains all ownership rights to the underlying, reusable elements of the Services, including: * Proprietary workflows, automation sequences, and logical structures ("System Architecture"). * Code snippets, templates, and designs not unique to the Client's branding. * The SCALE Framework methodology. * The Client is granted a non-exclusive, non-transferable license to use these System Architecture components solely within the context of the Services provided by SyncGlyde.

5. Global Data Protection and Processing (Philippine DPA, GDPR, CCPA, and others)

5.1. Roles of Parties (Controller vs. Processor): The Client acknowledges that the Client is the Data Controller (or equivalent under local law, determining the purposes and means of processing personal data), and SyncGlyde acts as the Data Processor (or equivalent, processing data only on the Client’s documented instructions) for any personal data processed as part of the Services.

5.2. Processor Obligations: SyncGlyde commits to: * Process Personal Data only according to the documented instructions of the Client, unless required to do so by applicable law (e.g., the Philippine Data Privacy Act). * Implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, consistent with globally recognized standards. * Ensure that persons authorized to process the personal data have committed themselves to confidentiality. * Assist the Client, at the Client’s reasonable expense, in fulfilling the Client’s obligations to respond to data subject requests (e.g., access, deletion, correction) as required by the laws of the Client's jurisdiction (including GDPR, CCPA, and similar global data privacy laws).

5.3. Sub-processing: The Client grants SyncGlyde a general authorization to engage sub-processors (such as CRM providers or hosting platforms) necessary for providing the Services. SyncGlyde shall ensure that any sub-processor is bound by data protection obligations equivalent to those in this Section 5.

5.4. Cross-Border Data Transfers: If SyncGlyde processes or transfers Personal Data outside the Client’s originating jurisdiction, SyncGlyde will use legally recognized mechanisms (including Standard Contractual Clauses or compliance with the Philippine National Privacy Commission guidelines, where applicable) to ensure the data remains adequately protected.

6. Confidentiality

Both parties agree not to disclose, during or after the term of the Services, any non-public, proprietary, or confidential information of the other party, including but not limited to business plans, customer data, and system architecture details.

7. Disclaimer of Warranties and Limitation of Liability

7.1. Disclaimer: THE SERVICES ARE PROVIDED "AS IS." SYNCLYDE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SyncGlyde does not guarantee any specific financial result or outcome (e.g., lead volume, revenue increase) from the use of the Services.

7.2. Limitation of Liability: IN NO EVENT SHALL SYNCLYDE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, WHETHER OR NOT SYNGLYDE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SyncGlyde's total liability under these Terms shall not exceed the total fees paid by the Client to SyncGlyde in the twelve (12) months preceding the claim.

8. Maintenance and Support

8.1. Acceptance: Upon completion of the Services as defined in the SOW, the Client shall have seven (7) days to review and accept the system ("Acceptance Period"). The system shall be deemed accepted if the Client uses the system commercially or fails to provide written notice of non-conformity within the Acceptance Period.

8.2. Warranty Period: SyncGlyde provides a limited thirty (30) day warranty period following acceptance. During this period, SyncGlyde will fix any bugs or errors in the System Architecture introduced by SyncGlyde at no extra cost. This warranty does not cover issues arising from: * Changes made by the Client to the system. * Updates, downtime, or policy changes by third-party platforms (e.g., CRM, email providers, hosting services). * Client-induced data corruption or operational errors.

8.3. Post-Warranty Support: Any maintenance, feature development, or support requested after the thirty (30) day warranty period will be provided under a separate, agreed-upon Support or Retainer Agreement at SyncGlyde's standard rates.

9. Governing Law, Dispute Resolution, and International Jurisdiction

9.1. Governing Law: These Terms shall be governed by and construed in accordance with the internal laws of the Republic of the Philippines, without giving effect to any choice or conflict of law provision or rule.

9.2. Dispute Resolution: In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties shall first attempt to resolve the dispute through good-faith negotiation.

9.3. Exclusive Jurisdiction: Subject to Section 9.2, all claims and proceedings arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Nabunturan, Davao de Oro, Philippines. Each party irrevocably consents to the jurisdiction and venue of such courts.

10. Miscellaneous

10.1. Entire Agreement: These Terms, together with the SOW, constitute the entire agreement between the parties concerning the subject matter hereof.

10.2. Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.