SynaQuest Solutions LLC — Terms of Service
Last Updated: May 25, 2026
1. Introduction
Welcome to SynaQuest Solutions LLC ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, client portal, and all services provided by SynaQuest Solutions LLC, including but not limited to software development, application design, digital marketing, consulting, and related professional services (collectively, the "Services").
By accessing our website, creating an account, or engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use our website or Services.
2. Services Overview
SynaQuest Solutions LLC provides professional technology and consulting services including, but not limited to:
- Custom software and application development
- Mobile and web application design and architecture
- Digital marketing and search engine optimization
- Strategic consulting and advisory services
- Media production and creative services
All Services are provided pursuant to a separate Master Services Agreement ("MSA") and/or Statement of Work ("SOW") executed between the Company and the Client. These Terms supplement, but do not replace, the MSA or SOW.
3. Eligibility
You must be at least 18 years of age and have the legal authority to enter into binding agreements to use our Services. By engaging our Services, you represent and warrant that you meet these requirements.
4. Client Accounts
4.1 Account Creation
Certain features of our website and Services may require you to create an account. You agree to provide accurate, current, and complete information and to update such information as necessary.
4.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
4.3 Account Termination
We reserve the right to suspend or terminate your account at any time for any reason, including but not limited to violation of these Terms, non-payment, or inactivity.
5. Engagement and Scope of Work
5.1 Formal Agreements Required
All service engagements require a signed MSA and/or SOW prior to commencement of work. No work will be performed based solely on verbal agreements, informal messages, or unsigned proposals.
5.2 Scope Limitations
Services are limited to those expressly described in the applicable SOW. Any additional features, functionality, services, or deliverables not described in the SOW are out of scope and will require a signed Change Order with associated additional fees.
5.3 Change Orders
Requests for changes to the scope of an active engagement must be submitted in writing and formalized through a Change Order process. The Company is not obligated to perform any out-of-scope work until a Change Order is signed by both parties and any required additional payment is received.
6. Payment Terms
6.1 Fees
All fees for Services are as specified in the applicable SOW or MSA. Unless otherwise agreed in writing, a non-refundable deposit of fifty percent (50%) of the project fee is due before work commences.
6.2 Payment Schedule
Invoices are due within fifteen (15) calendar days of receipt unless otherwise specified. Payment may be made via wire transfer, ACH, credit card, or other method agreed upon in the SOW.
6.3 Late Payment
Overdue invoices accrue interest at one and a half percent (1.5%) per month from the original due date. The Company reserves the right to suspend all work on overdue accounts until the balance is brought current. The Client is responsible for all collection costs, including reasonable attorneys' fees.
6.4 Taxes
All fees are exclusive of applicable taxes, duties, and levies. The Client is responsible for all taxes associated with the Services, excluding taxes based on the Company's income.
7. Intellectual Property
7.1 Company IP
All proprietary tools, frameworks, libraries, templates, methodologies, and pre-existing materials owned by or licensed to the Company ("Company IP") remain the sole property of the Company. The Client receives a limited, non-exclusive license to use Company IP solely as embedded within delivered work product.
7.2 Client Deliverables
Upon full and final payment of all amounts due, custom deliverables created specifically for the Client are assigned to the Client, subject to the terms of the applicable MSA.
7.3 License Pending Payment
Prior to full payment, the Client holds a limited, revocable, non-exclusive license to use delivered work product solely for its intended business purpose. This license is automatically revoked upon non-payment exceeding thirty (30) days past due.
7.4 Client Materials
The Client retains ownership of all materials, content, data, and assets provided to the Company for use in the engagement. The Client represents and warrants that it has all necessary rights to provide such materials.
8. Confidentiality
Both parties agree to hold each other's confidential information in strict confidence. Confidential information includes, but is not limited to, business plans, financial information, technical data, client lists, pricing, and proprietary processes. This obligation survives termination of the engagement.
9. Use of Subcontractors
The Company reserves the right to engage qualified subcontractors to perform portions of the Services. The Company remains responsible for the quality and timeliness of all deliverables. All subcontractors are bound by confidentiality and intellectual property obligations no less protective than those in the Client's agreement.
10. Warranties and Disclaimers
10.1 Service Warranty
The Company warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Deliverables carry a thirty (30) day warranty period from final acceptance for correction of material defects.
10.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT UNDER THE APPLICABLE SOW. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.
12. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from any claims arising from: (a) the Client's use of deliverables in a manner not contemplated by the SOW; (b) Client materials that infringe third-party rights; (c) the Client's breach of these Terms or any applicable agreement.
13. Non-Solicitation
During the term of any engagement and for twelve (12) months following termination, the Client shall not directly or indirectly solicit, recruit, or engage any employee, contractor, or subcontractor of the Company involved in the engagement without the Company's prior written consent.
14. Termination
14.1 By Client
The Client may terminate an engagement with fourteen (14) days' written notice. Upon termination, the Client shall pay for all services performed through the termination date. Deposits are non-refundable.
14.2 By Company
The Company may terminate an engagement with fourteen (14) days' written notice or immediately for non-payment exceeding thirty (30) days.
14.3 Effect of Termination
Upon termination, all completed work product shall be delivered upon receipt of all outstanding payments. Work product is retained by the Company until all balances are paid.
15. Dispute Resolution
15.1 Good Faith Negotiation
The parties shall first attempt to resolve any dispute through good faith negotiation for a period of fifteen (15) business days.
15.2 Arbitration
Unresolved disputes shall be settled by binding arbitration in New York under the rules of the American Arbitration Association. The arbitrator's decision is final and binding.
15.3 Governing Law
These Terms are governed by the laws of the State of New York without regard to conflict of laws principles.
16. General Provisions
16.1 Entire Agreement
These Terms, together with any MSA, SOW, and Change Orders, constitute the entire agreement between the parties.
16.2 Severability
If any provision is found unenforceable, the remaining provisions continue in full force.
16.3 Waiver
Failure to enforce any provision does not waive future enforcement rights.
16.4 Assignment
The Client may not assign rights under these Terms without the Company's written consent.
16.5 Force Majeure
Neither party is liable for delays due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
16.6 Amendments
We may update these Terms at any time by posting revised Terms on our website. Continued use of our Services constitutes acceptance of the revised Terms.
17. Contact Information
For questions about these Terms, contact us at:
SynaQuest Solutions LLC Email: shafik@synaquest.com Website: www.synaquest.com