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Terms of Service

Effective September 19, 2025

These Terms of Service (“Terms”) govern your access to and use of services provided by Tech Integration Partners, LLC (“we,” “us,” or “our”). By engaging us, you agree to these Terms.

1. Services & Scope

We design, build, and maintain custom automations tailored to your workflows. A free audit may precede any paid engagement. The specific scope, timeline, deliverables, and fees will be set out in a written proposal, SOW, or order form (each, a “Proposal”). If there is a conflict, the Proposal controls over these Terms only for that engagement.

2. Your Responsibilities

  • Provide timely access to information, systems, and personnel necessary to complete the work.
  • Ensure you have the rights and consents required for any data you provide and for any messages sent through automations (e.g., email/SMS opt-ins).
  • Maintain your accounts with third-party providers and comply with their terms.
  • Designate an internal point of contact authorized to give approvals and accept deliverables.

3. Fees, Invoicing, & Taxes

  • Fees will be fixed-price or hourly as stated in the Proposal. Unless specified otherwise, invoices are due upon receipt.
  • Late amounts may accrue the lesser of 1.5% per month or the maximum allowed by law.
  • You are responsible for applicable taxes and pass-through third-party costs (e.g., Twilio, Google, Stripe), which may be billed directly by those providers or invoiced to you.

4. Changes & Out-of-Scope Work

Requested changes after acceptance of a Proposal may require a written change order and additional fees. We will not proceed with out-of-scope work without your approval.

5. Intellectual Property

  • Your Materials: You retain ownership of your data, trademarks, content, and systems.
  • Deliverables: Upon full payment, we assign to you our right, title, and interest in the specific automation configurations, scripts, and documentation created for you (“Deliverables”), excluding Pre-Existing Materials.
  • Pre-Existing Materials: We retain all rights to our pre-existing tools, libraries, templates, know-how, and generalized skills. To the extent Pre-Existing Materials are included in Deliverables, we grant you a perpetual, non-exclusive, worldwide license to use them as incorporated into the Deliverables.
  • Portfolio Rights: We may reference your name and non-confidential descriptions of the work for portfolio/marketing purposes. You may opt out in writing or via NDA.

6. Confidentiality

Both parties will keep the other party’s non-public information confidential and use it only to perform obligations under these Terms or a Proposal. Each party will protect such information with reasonable care and return or destroy it upon request, subject to legal retention requirements.

7. Security & Access

We follow a least-privilege model when accessing your systems and store credentials securely. You are responsible for managing your own account permissions and revoking access when our engagement ends.

8. Third-Party Services

Automations often rely on third-party services (e.g., Google Workspace, QuickBooks, Twilio, n8n/Zapier, Slack, Notion, Airtable, Stripe). We do not control these providers and are not liable for their performance, pricing, outages, or terms. Your use of those services is governed by their respective agreements.

9. Compliance

You are responsible for complying with laws applicable to your use of the Deliverables (e.g., consent for SMS/email, telemarketing rules, data protection). We implement workflows under your instructions and policies.

10. Warranties & Disclaimers

  • We will perform services in a professional and workmanlike manner.
  • EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  • We do not guarantee specific business outcomes (e.g., revenue, leads, rankings).

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) A PARTY’S BREACH OF CONFIDENTIALITY, OR (C) YOUR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT.

12. Indemnification

  • By You: You will defend and indemnify us against claims arising from your data, unlawful messaging or lack of required consents, or your use of Deliverables contrary to law or these Terms.
  • By Us: We will defend and indemnify you against third-party claims that Deliverables we created for you infringe IP rights, excluding claims resulting from your materials, modifications, or combinations not supplied by us. Remedies may include modification, replacement, or refund of the relevant fees for the infringing Deliverable.

13. Term & Termination

  • Either party may terminate a Proposal for material breach if not cured within 14 days of written notice.
  • Either party may terminate for convenience on written notice; you will pay for work performed and non-cancellable expenses through the termination date.
  • Upon termination and payment, we will deliver available work-in-progress and reasonably transition access.

14. Support & Maintenance

Ongoing monitoring or enhancements are optional and will be defined in the Proposal (e.g., a monthly plan or hourly rate).

15. Governing Law & Venue

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles. The state and federal courts located in Allegheny County, Pennsylvania will have exclusive jurisdiction.

16. Miscellaneous

  • The parties are independent contractors.
  • Neither party is liable for delays due to events beyond reasonable control (force majeure).
  • Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
  • Notices will be sent to the contacts designated in the Proposal or to contact@techintegrationpartners.com.
  • If any provision is unenforceable, the remainder remains in effect.
  • These Terms and any Proposal constitute the entire agreement and supersede prior discussions.