Terms of Service

1. Acceptance of Terms

By accessing simplysync.ai, using any SimplySync AI service, or entering into a service agreement with SimplySync AI (“Company,” “we,” “us,” or “our”), you (“Client,” “you,” or “your”) agree to be legally bound by these Terms of Service. If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these terms.

We reserve the right to modify these Terms at any time. Continued use of our services after any modification constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2. Description of Services

SimplySync AI provides AI automation consulting, system design, build, deployment, and ongoing management services for small and medium-sized businesses. Services include but are not limited to:

• AI employee and chatbot systems (voice, SMS, web chat)
• CRM setup, configuration, and automation via GoHighLevel
• Lead capture, qualification, and follow-up automations
• Custom workflow and integration builds
• Marketing automation, reputation management, and email/SMS campaigns
• AI readiness assessments and strategy consulting
• Ongoing system maintenance, monitoring, and optimization

The specific scope of services is defined in the individual Service Agreement, Statement of Work, or Order Form executed between the parties. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement controls.

3. Payment Terms

3.1 Fees

All fees are set forth in your Service Agreement or Order Form. Fees are quoted in US dollars and are exclusive of applicable taxes unless otherwise stated.

3.2 Invoicing & Due Dates

One-time build fees are due as specified in the Service Agreement (typically 50% upfront and 50% upon completion or a milestone schedule). Recurring subscription fees are billed monthly or annually in advance on the billing date stated in your agreement.

3.3 Late Payments

Invoices not paid within 10 days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to suspend services for accounts that are 15 or more days past due. Suspended services will be restored within 24 hours of receipt of full payment.

3.4 Disputed Charges

If you believe you have been billed incorrectly, you must notify us in writing within 30 days of the invoice date. Disputes submitted after 30 days will not be considered. Undisputed portions of an invoice remain due on the original due date.

4. Refund Policy

No Refunds Once Work Has Begun.

All fees paid for custom build work, strategy consulting, AI assessments, and implementation services are non-refundable once work has commenced. “Work has commenced” means any of the following have occurred: kickoff call has been held, onboarding materials have been submitted, access to client accounts or systems has been granted, any deliverable has been started, or any research or discovery phase has begun.

For recurring subscription services, no prorated refunds will be issued for partial billing periods. If you cancel a subscription with proper notice (see Section 5), your service will remain active through the end of the current paid billing period.

Prepayments for services not yet started may be eligible for a full or partial credit at our sole discretion, evaluated on a case-by-case basis. Credits are applied to future services only and are not redeemable for cash.

5. Cancellation Policy

5.1 Required Notice Period

All cancellations require a minimum of 30 days’ written notice sent to info@simplysync.ai with “Cancellation Notice” in the subject line. Cancellations are not effective until confirmed in writing by SimplySync AI.

During the 30-day notice period, all fees continue to apply and all services remain active. You will be billed for any month (or portion thereof, for monthly plans) that falls within the notice period.

5.2 Annual Agreements

Clients on annual agreements who cancel before the end of the contract term may be subject to an early termination fee equal to the remaining monthly fees owed under the agreement, unless termination is due to a material breach by SimplySync AI that remains uncured after 30 days’ written notice.

5.3 Termination by SimplySync AI

We reserve the right to terminate or suspend services immediately, without notice or refund, if: (a) you breach these Terms or your Service Agreement and fail to cure such breach within 10 days of notice; (b) you engage in abusive, fraudulent, or illegal activity; (c) your use of our services poses a legal, security, or reputational risk to SimplySync AI; or (d) you fail to pay amounts owed as set forth herein.

6. Fair Use Policy

Our subscription services include usage allowances for third-party platform costs (SMS credits, AI compute, voice minutes, email sends, etc.). These allowances are set forth in your Service Agreement. The following fair use limits apply unless otherwise specified:

• SMS Messages: Up to 1,000 outbound SMS messages per month per active automation. Usage beyond this threshold is billed at the prevailing per-message rate (typically $0.01–$0.02/message plus carrier fees).
• AI Conversation Credits: Up to 2,500 AI-generated messages or conversation turns per month per AI employee instance. Overage billed at $0.02–$0.05 per additional turn depending on model used.
• Voice AI Minutes: Up to 500 outbound/inbound AI voice minutes per month. Overage billed at $0.08–$0.15 per minute.
• Email Sends: Up to 5,000 outbound emails per month. Overage billed at standard platform rates.
• Contact Records: Up to 2,500 CRM contact records at base tier. Additional contacts billed as per platform pricing.

We will notify you when usage approaches 80% of your monthly allowance. You may upgrade your plan to increase allowances at any time. We are not responsible for third-party costs incurred above your plan allowances if adequate notice was provided.

Abuse of our systems, including but not limited to spam campaigns, bulk unsolicited messaging, or automated scraping, constitutes a material breach of these Terms and may result in immediate service termination without refund.

7. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information required for us to deliver services
• Grant necessary access to accounts, platforms, and systems as needed
• Review and approve deliverables within timeframes specified in your Service Agreement
• Ensure you have legal rights to all content, data, and materials you provide to us
• Comply with all applicable laws, including CAN-SPAM, TCPA, and GDPR/CCPA as applicable to your business
• Obtain all necessary consents from your customers before enrolling them in AI follow-up or SMS sequences
• Not use our services to send unsolicited communications, engage in deceptive practices, or violate any applicable law
• Maintain the confidentiality of any login credentials we provide and notify us immediately of any unauthorized access

Delays or project failures caused by your failure to fulfill these responsibilities do not constitute grounds for refund or service credit.

8. Intellectual Property

8.1 SimplySync AI IP

All proprietary tools, frameworks, workflows, templates, code libraries, documentation, and methodologies developed by SimplySync AI remain the exclusive property of SimplySync AI, regardless of whether they were developed in connection with your engagement. These are licensed to you on a non-exclusive, non-transferable basis during the term of your agreement.

8.2 Client IP

You retain ownership of all data, content, brand assets, and business information you provide to us. You grant us a limited, non-exclusive license to use such materials solely for the purpose of delivering services under your agreement.

8.3 Work Product

Custom deliverables created exclusively for you (such as custom scripts, branded automation workflows, and client-specific configurations) become your property upon receipt of full payment. General frameworks and platform configurations remain SimplySync AI property.

9. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was known prior to disclosure; (c) is independently developed without use of the confidential information; or (d) is required to be disclosed by law or court order.

10. AI & Automation Disclaimer

SimplySync AI builds and deploys artificial intelligence systems on your behalf. You acknowledge and agree that:

• AI-generated content, responses, and recommendations are automated and may not always be accurate, complete, or appropriate for every situation
• SimplySync AI is not responsible for errors, omissions, or unintended outputs generated by AI systems
• You are solely responsible for reviewing, approving, and taking final action on any AI-generated communications sent on your behalf
• AI systems may change behavior as underlying models (OpenAI, Anthropic, etc.) are updated by their respective providers
• We are not liable for any loss, liability, or damage arising from your reliance on AI-generated content

For full AI usage terms, see our AI Terms of Use.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLYSYNC AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SIMPLYSYNC AI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT SPECIFIC RESULTS, LEAD VOLUMES, CONVERSION RATES, OR REVENUE OUTCOMES FROM THE USE OF OUR SERVICES.

13. Indemnification

You agree to indemnify, defend, and hold harmless SimplySync AI, its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of our services; (b) your violation of these Terms; (c) your violation of applicable laws; (d) any content or data you provide to us; or (e) your customers’ claims related to communications sent through our AI systems on your behalf.

14. Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or our services shall first be subject to good-faith negotiation between the parties for a period of 30 days following written notice of the dispute.

If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Lee County, Florida, or by video conference if agreed by both parties. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction where necessary to protect confidential information or intellectual property.

15. Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. For matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Lee County, Florida.

16. Miscellaneous

• Entire Agreement: These Terms, together with your signed Service Agreement and any applicable Order Forms, constitute the entire agreement between you and SimplySync AI regarding the subject matter hereof.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights without restriction.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, pandemic, governmental actions, or internet infrastructure failures.
• Notices: Legal notices must be sent in writing to info@simplysync.ai. Notices sent by email are effective upon confirmed delivery.

17. Contact

Questions about these Terms should be directed to: