Terms & Conditions

1. Definitions

For purposes of this Agreement, the following definitions apply:

• "Services" — Consulting, automation development, AI implementation, workflow engineering, API integrations, technical configuration, deployment, maintenance, support, optimization, monitoring, and related professional services provided by SynaptiOps.
• "Deliverables" — The final work product expressly identified as transferable within the applicable SOW, proposal, invoice, or written agreement.
• "Third-Party Services" — Software platforms, APIs, hosting providers, AI systems, cloud infrastructure, automation tools, integrations, databases, or external technologies not owned or controlled by SynaptiOps.
• "Project Scope" — The documented description of Services, assumptions, Deliverables, timelines, commercial terms, and technical limitations approved by the parties.
• "Confidential Information" — All non-public technical, operational, financial, strategic, commercial, or proprietary information disclosed during the engagement.
• "Commercially Reasonable Measures" — Operational, administrative, organizational, and technical measures generally consistent with prevailing industry standards for businesses of similar size and scope.
• "AI Agent" — A software architecture powered by artificial intelligence, large language models (LLMs), and NLP engineered to execute tasks autonomously.
• "Setup Fee" — A mandatory, one-time, upfront, non-refundable payment made by the Client at project commencement.
• "Subscription Fee" — The recurring payment for continued access to services and maintenance.
• "Hallucination" — The recognized phenomenon where generative AI systems produce factually erroneous, incomplete, or nonsensical outputs.

2. Hierarchy of Agreement Documents

In the event of any inconsistency, the governing documents shall apply in the following order of precedence:

• (a) Signed Master Service Agreement or Service Agreement
• (b) Statement of Work (SOW)
• (c) Approved Proposal or Quotation
• (d) Invoice or Purchase Order
• (e) These Terms and Conditions

3. Services and Scope Control

SynaptiOps shall provide Services solely within the approved Project Scope. Any Services, Deliverables, integrations, automations, configurations, AI models, deployment structures, support obligations, timelines, or operational requirements not expressly included within the approved Project Scope shall be excluded unless separately approved in writing.

Any request to expand functionality, redesign workflows, modify automation logic, add integrations, retrain systems, revise prompts, alter deployment structures, or materially modify Deliverables shall constitute a "Change Request" and may require revised pricing, revised delivery schedules, additional commercial terms, and written approval before implementation.

4. Client Responsibilities

The Client agrees to:

• (a) Provide accurate, complete, and timely information;
• (b) Provide all necessary credentials, permissions, access rights, approvals, documentation, infrastructure access, and technical cooperation reasonably required for project execution;
• (c) Ensure all submitted materials, data, systems, and instructions comply with applicable law and do not infringe third-party rights;
• (d) Maintain independent backups of operational systems and business data;
• (e) Independently review, validate, and test all Deliverables before deployment into live or production environments;
• (f) Appoint authorised representatives empowered to provide approvals and instructions;
• (g) Deliver all mandatory onboarding assets within five (5) business days of remitting the Setup Fee. Failure to do so shall automatically extend the project timeline proportionally.

Client delays relating to approvals, access, technical dependencies, communication, feedback, or required resources may result in revised timelines, additional fees, or suspension of Services.

5. Reviews, Acceptance, and Approvals

The Client shall review Deliverables promptly following delivery. Unless otherwise agreed in writing, Deliverables shall be deemed accepted and approved if no written objections specifying material deficiencies are received within seven (7) business days following delivery.

Revision rounds are strictly limited to those expressly identified within the Project Scope. Additional revisions outside approved limits constitute a Change Request and may require additional fees.

6. Commercial Terms and Payment Obligations

The Client agrees to pay all fees specified within the applicable proposal, quotation, invoice, SOW, or agreement. SynaptiOps operates on a pre-paid service model.

• (a) Fees may require advance payment or milestone-based payment schedules;
• (b) Invoices are payable immediately upon the due date specified therein;
• (c) All pricing is exclusive of the mandatory 18% Goods and Services Tax (GST). Taxes, banking charges, gateway fees, foreign exchange fees, and governmental levies shall be borne by the Client;
• (d) The Setup Fee is absolutely, unconditionally, and permanently non-refundable under all circumstances, including if cancellation is requested immediately post-payment;
• (e) Late payments are managed through an automated process. Full service suspension shall apply between days 22–30 of non-payment;
• (f) Fraudulent initiation of a credit card chargeback shall result in immediate, permanent termination of all services and deletion of all hosted data;
• (g) SynaptiOps may withhold Deliverables, credentials, deployments, documentation, hosted systems, support services, or production releases until all outstanding balances are fully settled.

Failure to satisfy payment obligations constitutes a material breach of this Agreement.

7. Change Management

All Change Requests shall be evaluated by SynaptiOps for technical feasibility, operational impact, resource allocation, security implications, and commercial impact. No Change Request shall be implemented without written approval.

8. Third-Party Services

The Client acknowledges that the Services may rely upon Third-Party Services. SynaptiOps does not own or control Third-Party Services and shall not be liable for outages, downtime, discontinued features, API restrictions, service failures, policy changes, security incidents, infrastructure instability, pricing changes, or operational limitations arising from Third-Party Services.

The Client bears absolute responsibility for ensuring all contacts using WhatsApp or similar platforms have explicitly opted in to receive communications via the official Meta WhatsApp Business API. The Client shall fully indemnify and hold harmless SynaptiOps against any bans, penalties, damages, or account suspensions levied by Meta, WhatsApp, or other third-party providers resulting from the Client's failure to obtain proper consent or violation of spam policies.

9. Force Majeure

SynaptiOps shall not be liable for delays, failures, interruptions, or inability to perform arising from events beyond reasonable control, including cyberattacks, infrastructure failures, utility failures, internet outages, labour disputes, governmental restrictions, natural disasters, pandemics, war, terrorism, civil unrest, hosting failures, or disruptions relating to Third-Party Services. Project timelines shall be reasonably extended to account for such disruptions.

10. Data Protection, Privacy, and Security

Under the Digital Personal Data Protection (DPDP) Act, 2023, and applicable data privacy laws, the Client acts as the "Data Fiduciary" (or Data Controller) and SynaptiOps acts strictly as the "Data Processor". The Client represents and warrants that it possesses all necessary rights, explicit consents, permissions, and legal authority to provide all submitted personal data, systems, content, and materials.

The Client remains solely responsible for legality, accuracy, compliance, data governance, and regulatory obligations (including responding to Data Principal rights requests) associated with submitted materials. If the Client feeds unlawful or non-consensual data into SynaptiOps automations, the Client bears total liability for any resulting regulatory fines or legal action.

SynaptiOps shall apply Commercially Reasonable Measures to protect Confidential Information and operational data. However, the Client acknowledges that no digital infrastructure is completely secure and absolute security cannot be guaranteed.

Unless expressly agreed in writing, SynaptiOps does not provide cybersecurity monitoring, penetration testing, compliance certification, managed security operations, vulnerability management, or regulatory auditing services.

11. Confidentiality

Each party agrees to maintain the confidentiality of Confidential Information disclosed during the engagement. Confidential Information shall not be disclosed except:

• (a) With prior written consent;
• (b) Where legally required;
• (c) To approved subcontractors, affiliates, advisors, or Third-Party Services reasonably necessary for performance of the Services, subject to confidentiality obligations.

Confidentiality obligations shall survive termination of the engagement.

12. Intellectual Property Ownership

12.1 — Client Ownership Rights

Subject to full payment of all applicable fees, the Client shall own only those final Deliverables expressly identified as transferable within the applicable SOW — specifically deployed website text, provided images, and captured lead data.

12.2 — SynaptiOps Retained Rights

SynaptiOps irrevocably retains exclusive proprietary ownership of all reusable workflows, automation systems, orchestration logic, AI agent frameworks, deployment methodologies, backend systems, reusable code, templates, prompts, vector structures, integration architecture, internal tooling, memory systems, monitoring systems, infrastructure methods, SDK wrappers, operational know-how, and proprietary methodologies. Nothing in this Agreement transfers ownership of SynaptiOps proprietary systems or reusable technologies.

12.3 — Operational License

The Client receives a limited, revocable, non-exclusive, non-transferable operational licence solely for internal business use of approved Deliverables. The Client shall not resell, sublicense, distribute, commercialise, white-label, replicate, reverse engineer, or provide the Deliverables or Services to third parties without prior written consent.

12.4 — Licence Revocation

The operational licence automatically terminates upon non-payment, material breach, unauthorised replication, unauthorised commercialisation, reverse engineering, unlawful use, or termination of Services. Upon termination, SynaptiOps may disable access to hosted systems, workflows, AI agents, dashboards, APIs, and integrations.

12.5 — Non-Circumvention

The Client shall not directly or indirectly replicate, recreate, commission, reverse engineer, or develop substantially similar systems using SynaptiOps proprietary architecture, methodologies, deployment structures, prompts, orchestration logic, or operational systems. These restrictions survive termination.

13. Subcontractors and Operational Delegation

SynaptiOps may utilise employees, affiliates, contractors, consultants, subcontractors, infrastructure providers, technical specialists, and operational partners in connection with the Services. SynaptiOps retains sole discretion regarding staffing, delegation, infrastructure selection, deployment methodology, and operational implementation.

14. Artificial Intelligence Disclaimer

The Client acknowledges that artificial intelligence systems, machine learning systems, automation platforms, and probabilistic technologies may generate outputs that are inaccurate, incomplete, inconsistent, evolving, non-deterministic, biased, or unsuitable for particular purposes.

SynaptiOps does not guarantee factual accuracy, legal compliance, regulatory compliance, uninterrupted operation, business outcomes, or suitability for any specific objective unless expressly agreed in writing. AI outputs do not constitute professional human consulting, financial advice, or legal counsel.

SynaptiOps shall not assume liability for reputational damage precipitated by anomalous AI hallucinations. The Client remains solely responsible for human review, independent verification, operational validation, and compliance review of all outputs.

15. No Guarantee of Business Results

SynaptiOps provides operational and technical services only. SynaptiOps does not guarantee revenue growth, profit, lead generation, hiring outcomes, operational savings, customer conversions, or uninterrupted business continuity.

16. Client Indemnification

The Client shall indemnify, defend, and hold harmless SynaptiOps, its officers, employees, affiliates, contractors, and subcontractors against any claims, liabilities, damages, penalties, losses, costs, or expenses arising from Client-provided data, unlawful instructions, infringement claims, misuse of Deliverables, regulatory violations, Client business operations, unauthorised use of Third-Party Services, or modifications made by the Client.

17. Limitation of Liability

To the fullest extent permitted by law:

• (a) SynaptiOps shall not be liable for indirect, incidental, punitive, consequential, or special damages;
• (b) SynaptiOps shall not be liable for lost profits, lost revenue, business interruption, reputational damage, loss of opportunity, or data loss;
• (c) The maximum cumulative financial liability of SynaptiOps shall not exceed the total sum of subscription fees paid in the three (3) months immediately preceding the claim.

18. No Service Level Agreement (SLA)

Unless expressly stated within a separately executed SLA, SynaptiOps does not guarantee uptime, uninterrupted service, infrastructure redundancy, recovery time, response time, availability, or fault tolerance. Services are provided on a commercially reasonable efforts basis.

19. Data Retention and Deletion

Unless otherwise agreed in writing, SynaptiOps may permanently delete project-related data, prompts, logs, credentials, deployment records, operational records, communication records, uploaded materials, and related information sixty (60) days after termination or project completion. The Client remains solely responsible for maintaining independent backups.

20. Suspension and Termination

SynaptiOps may suspend or terminate Services immediately for non-payment, material breach, unlawful conduct, fraud, abusive conduct, security risks, or material interference with project execution.

Cancellation requests must be submitted in writing to synaptiops@gmail.com. For monthly plans, services remain active until the end of the current billing cycle. Yearly plans are strictly non-refundable and shall remain active until the end of the purchased year.

• (a) All outstanding fees become immediately due upon termination;
• (b) Access to hosted systems may be revoked;
• (c) SynaptiOps may cease all ongoing work.

SynaptiOps is not obligated to transfer source code, backend systems, deployment infrastructure, reusable modules, internal tooling, AI agent frameworks, prompts, orchestration logic, or proprietary methodologies.

21. Claim Limitation Period

No claim, action, arbitration, or proceeding relating to the Services or this Agreement may be brought more than twelve (12) months after the cause of action arose.

22. Non-Solicitation

During the engagement and for twelve (12) months thereafter, the Client shall not directly or indirectly solicit, recruit, or hire SynaptiOps employees, contractors, consultants, or subcontractors materially involved in the Services without prior written consent.

23. Independent Contractor Relationship

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, or franchise relationship. The parties remain independent contractors.

24. Export Control and Sanctions

The Client shall not use the Services in violation of export control laws, sanctions regulations, anti-boycott laws, or trade restrictions.

25. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India. The parties shall first attempt good-faith resolution of disputes. If unresolved, any dispute shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator appointed mutually by both parties. The language of arbitration shall be English, and the seat and venue shall be Noida, Uttar Pradesh, India. Subject to the arbitration clause, the competent courts of Noida shall have exclusive jurisdiction.

26. Entire Agreement

This Agreement, together with all applicable SOWs, proposals, invoices, and written agreements, constitutes the complete agreement between the parties and supersedes all prior discussions or understandings.

27. Severability

If any provision is held unenforceable, the remaining provisions shall remain enforceable to the maximum extent permitted by law.

28. Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

29. Assignment

The Client may not assign this Agreement without prior written consent from SynaptiOps. SynaptiOps may assign or delegate portions of the Services where reasonably necessary.

30. Formal Notices

Formal notices shall be delivered to:

31. Electronic Acceptance

In accordance with the Information Technology Act, 2000, electronic approvals, digital signatures, payment confirmations, email approvals, click-through acceptance (such as checking an "I agree" box during onboarding), and electronic communications shall constitute valid and legally enforceable acceptance of this Agreement. The Client acknowledges that SynaptiOps may log IP addresses and timestamps as proof of such digital acceptance.

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