Terms & Conditions
Last updated: 11/3/2025
1. Acceptance of Terms
By accessing or using services provided by Solisys Digital, LLC ("we," "us," or "our"), you agree to be bound by these Terms & Conditions. If you do not agree to these terms, you must not use our services. These terms constitute a legally binding agreement between you and Solisys Digital.
2. Scope of Services
Solisys Digital provides Salesforce consulting, implementation, configuration, and digital marketing services as outlined in individual Statements of Work ("SOW"). Services may include but are not limited to: Salesforce platform setup and optimization, custom development, user training, digital marketing strategy, campaign management, data analytics, and ongoing technical support. Specific deliverables and timelines are defined in each SOW.
3. Client Responsibilities
Client agrees to: (a) designate an authorized project manager for communications and decisions; (b) provide timely access to systems, data, and personnel necessary for service delivery; (c) provide accurate and complete information required for service execution; (d) review and approve deliverables in a timely manner; (e) ensure client personnel are available for scheduled meetings and training; and (f) comply with all applicable laws and regulations. Delays caused by client failure to meet these obligations may result in timeline adjustments, additional fees, or project scope modifications.
4. Fees and Payment Terms
All fees are specified in the applicable SOW. Unless otherwise stated, payment terms are net 30 days from invoice date. Invoices are due upon receipt. Late payments may incur a service charge of 1.5% per month (18% annually) or the maximum rate allowed under Texas law, whichever is less. Client is responsible for all applicable federal, state, and local taxes. Solisys Digital reserves the right to suspend services for accounts with overdue balances exceeding 60 days.
5. Intellectual Property Rights
Client retains all rights, title, and interest in pre-existing intellectual property provided to Solisys Digital. Solisys Digital retains ownership of its proprietary methodologies, tools, frameworks, templates, and general know-how developed independently. Custom deliverables created specifically for Client and paid for in full shall become Client's property upon final payment, subject to Solisys Digital's right to use anonymized, aggregated data for improving its services.
6. Confidentiality and Non-Disclosure
Both parties agree to maintain the confidentiality of all proprietary information disclosed during the engagement. This obligation includes: (a) using confidential information solely for the purpose of fulfilling the engagement; (b) not disclosing confidential information to third parties without prior written consent; (c) implementing reasonable safeguards to protect confidential information; and (d) returning or destroying confidential materials upon request. These obligations survive termination of the agreement for a period of five (5) years.
7. Data Protection and Privacy
Solisys Digital implements commercially reasonable security measures to protect client data, including industry-standard encryption, access controls, and regular security assessments. Client data is processed in accordance with applicable privacy laws, including Texas privacy statutes and federal regulations. We do not sell, rent, or trade client data to third parties for marketing purposes. Detailed data handling practices are outlined in our Privacy Policy, which is incorporated by reference.
8. Warranties and Disclaimers
Solisys Digital warrants that services will be performed in a workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SOLISYS DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not guarantee specific business outcomes, revenue increases, or performance metrics. Services are provided "as is" to the extent permitted by applicable law.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW, SOLISYS DIGITAL'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SOLISYS DIGITAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SOLISYS DIGITAL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.
10. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from its breach of these terms, violation of applicable law, or gross negligence.
11. Termination
Either party may terminate an engagement with thirty (30) days written notice. Upon termination: (a) Client shall pay for all services rendered and expenses incurred through the termination date; (b) Solisys Digital shall provide reasonable assistance to Client for service transition; (c) each party shall return or destroy confidential materials as requested; and (d) provisions that by their nature should survive shall continue in effect.
12. Dispute Resolution
The parties shall attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Tarrant County, Texas. Notwithstanding the foregoing, either party may seek injunctive relief in state or federal courts in Texas to protect intellectual property or confidential information.
13. Governing Law and Venue
These terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal proceedings arising out of or relating to these terms shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and both parties consent to personal jurisdiction and venue in such courts.
14. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, cyber-attacks, or government actions. If such circumstances persist for more than ninety (90) days, either party may terminate the affected engagement.
15. General Provisions
These terms, together with any applicable SOW, constitute the entire agreement between the parties. No modification shall be effective unless made in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions shall remain in full effect. Solisys Digital may assign this agreement in connection with a merger or acquisition. Client may not assign these terms without Solisys Digital's prior written consent. These terms do not create any agency, partnership, or joint venture relationship between the parties.
16. Amendments
Solisys Digital may modify these terms at any time by posting updated terms on our website and providing at least thirty (30) days advance written notice to clients. Material changes will be communicated via email to the address on file. Your continued use of services after the effective date of changes constitutes acceptance of the modified terms. If you do not agree to the changes, you must terminate your engagement in accordance with Section 11.
17. Contact Information
For questions about these terms or to request modifications, contact us at:
Solisys Digital, LLC
1560 E Southlake Blvd, Suite 100
Southlake, TX 76092
Email: service@solisysdigital.com
Phone: (415) 805-6617