Updated on: Oct 13, 2025
General Services Terms and Conditions
Entire Agreement. The scope and terms associated with the Services along with these General Terms and Conditions are together one agreement between Syntara Consulting, LLC and Client, collectively referred to as the Statement of Work (“SOW”). The SOW, together with all attachments, schedules, addenda and exhibits, forms the entire agreement between the parties and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of the SOW. In the event of a conflict between these General Terms and Conditions, and Special Terms, Conditions and Assumptions under the SOW, the Special Terms, Conditions and Assumptions of the SOW shall take precedence. Client and Syntara are also referred to as “Party” and collectively as the “Parties”.
1. DEFINITIONS.
a. “Background IP” means Intellectual Property that is created, bought, licensed, or otherwise acquired prior to or independent of this Agreement and that is used in Services provided under this Agreement and/or an SOW.
b. “Change Order” means a change to any SOW, including modification of the Services or the Deliverables, made in writing and approved by both Parties.
c. “Claim” means claims, actions, judgments, settlements, or fines (including reasonable attorney’s fees) asserted by a third party against a Party.
d. “Deliverable” means tangible or intangible work product created by Syntara under an SOW to be provided to the Client under the terms of this Agreement and the relevant SOW.
e. “Expenses” means all reasonable and actual travel, lodging, meals, telephone, postage, courier, and other out of pocket expenses incurred by Syntara in connection with provision of the Services.
f. “Force Majeure Event” means an act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, services, or necessary labor in the open market, or any other causes beyond the control of either Party.
g. “Foreground IP” means Intellectual Property created by Syntara under this Agreement.
h. “General Foreground IP” means Foreground IP created without reliance on Client Confidential Information and with general applicability to other Syntara customers.
i. “Intellectual Property” or “IP” means intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all Services.
j. “Services” means work, Deliverables, and other materials, as described in an SOW, that are to be procured, created, performed, or otherwise supplied by Syntara to the Client under the terms of this Agreement and the relevant SOW.
k. “Specific Foreground IP” means Foreground IP identified in the relevant SOW as Specific Foreground IP and created specifically for the Client based on Client Confidential Information.
l. “Statement of Work” or “SOW” means a work order (including but not limited to emails and written orders), Change Order, delivery ticket, or other written instrument issued under this Agreement and agreed to, in writing, by both Parties that requests Syntara to supply or perform Services.
2. STATEMENT OF WORK. All SOWs that are agreed to by both Parties during the term of this Agreement shall be governed by and subject to the terms and conditions of this Agreement. Provisions of this Agreement may be excluded or modified in a specific SOW only if agreed to expressly and specifically in the SOW. Each SOW shall constitute a separate agreement and shall not be dependent on any other SOW, unless expressly and specifically linked to another SOW. A Change Order shall be considered an amendment to the relevant SOW. The provision of certain Services at a certain rate or fee in a particular SOW does not guarantee the provision of those Services at the same rate or fee in a different SOW. Each SOW shall (a) detail Services to be supplied; (b) specify the applicable hourly fixed-fee schedule for performing such Services; (c) include such additional terms and conditions as appropriate or necessary.
3. INVOICING; PAYMENT.
a. In consideration of the provision of the Services by Syntara and the rights granted to the Client under this Agreement, the Client shall pay the fees set forth in the Statement of Work. Unless otherwise agreed in the SOW, Client shall reimburse Syntara, at cost, for all Expenses. Payment to Syntara of such fees and the reimbursement of Expenses pursuant to this Section 3 shall constitute payment in full for the performance of the Services.
b. Syntara shall submit invoices along with associated timesheets to Client for Services rendered. If a payment schedule is not defined in the relevant SOW, Syntara shall submit such invoices on a semi-monthly basis or upon reaching a project milestone date, accounting for Services rendered to the date thereof.
c. Upon receipt of an invoice from Syntara, Client shall pay Syntara for those Services and materials furnished by Syntara in the manner set out in the invoice. Unless otherwise specified in the relevant SOW, Client shall pay Syntara the amount due on a particular invoice within 30 days from the date of the invoice. Client shall notify Syntara in writing of any disputes relating to an invoice (“Disputes”) within 5 days from the date of the invoice. Disputes shall be deemed waived if not raised in writing within such 5-day period. Regardless of the existence or status of any Disputes, all undisputed amounts shall still be paid in accordance with this Section 3.
d. All payments are due and payable in U.S. dollars and shall be paid in the manners described in the relevant invoice. Any attempts to pay using a different manner or currency may be rejected and treated as having not been paid when due.
e. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; and to the extent Syntara is required to pay any such sales, use, excise, or other taxes or other duties or charges, Client shall reimburse Syntara in connection with its payment of fees and expenses as set forth in this Section 3. For US based organizations, sales taxes for data processing Services may be applied to the invoices as required by the laws of the State of Texas.
f. Amounts not paid when due will be subject to a late charge of the lesser of 1.5% per month, and the highest rate permitted by law. Without limiting any other rights or remedies of Syntara, Syntara reserves the right to suspend and/or stop any and all Services and SOWs during any period when Client’s account is past due.
g. Client will be solely responsible and shall pay all applicable fees and expenses incurred as a result of OTHER services and products that the Client uses to transact business outside of the Services provided by Syntara. This includes but not limited to any fees and payment to domain and web hosting, web search engines for online marketing and advertising, 3rd party cloud and web services, 3rd party APIs, payment gateways (e.g. Visa, Paypal, etc.), banks and/or any credit card processing services for online transactions.
4. CLIENT RESPONSIBILITIES.
As a condition precedent to Syntara’s continuing obligations to perform the Services, Client shall, at Client’s expense:
a. if applicable, procure any consents or rights required from the owner or licensor of third party software or systems for Syntara to provide the Services in a timely manner;
b. maintain Client equipment, peripherals, systems, and software in accordance with their applicable specifications and any relevant requirements described in any SOW;
c. provide sufficient, qualified personnel who are capable of performing Client’s duties, tasks, and obligations under this Agreement and any SOW in a timely, competent and workmanlike manner;
d. promptly provide all cooperation and information reasonably requested by Syntara in connection with performance of the Services and afford Syntara access to Client’s premises, employees, computer systems and equipment as necessary for the Services to be performed; and
e. perform such other duties and tasks as may be reasonably required to permit Syntara to perform its duties, tasks, and obligations in a timely manner under any SOW.
f. Client acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this Agreement and any SOW may affect the timing and cost of Services to be provided by Syntara. Syntara shall not be liable for any deviations from any schedules or work-plans agreed to by the Parties under a SOW due to such failure(s) by Client, provided that Syntara has notified Client of such failure(s).
5. INDEPENDENT CONTRACTOR.
a. It is understood and agreed that Syntara shall provide Services under this Agreement as an independent contractor. The consultants, contractors, or employees provided by Syntara to Client to perform Services under this Agreement shall not be considered an employee of Client within the meaning or the application of any federal, state or local laws or regulations covering unemployment insurance, old age benefits, worker’s compensation, industrial accident, labor or taxes of any kind and shall not be entitled to benefits that may be offered from time to time to the Client’s employees, if any, including without limitation, vacation, holidays, sick leave, worker’s compensation and employment insurance.
b. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
c. As an independent contractor, Syntara shall accept any directions issued by Client, through its authorized representatives, pertaining to the goals to be attained and the results to be achieved by Syntara, but shall be solely responsible for supervising, controlling, and directing the details and manner in which it will perform the Services under this Agreement. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Further, Syntara may use US-based or Offshore resources to perform the Services as it sees fit based on the scope of each SOW. Client must inform Syntara in writing of any restrictions or objections that Client may have in providing access to Client’s systems and data to Offshore teams.
6. COMPLIANCE WITH LAWS.
a. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any dispute and/or difference arising out of or pertaining to this Agreement shall first be resolved through negotiations involving senior management of the Parties.
b. If a dispute has not been resolved in accordance with Section 5.a, the dispute shall be settled by binding arbitration. The arbitration will be conducted in a mutually convenient place by a single arbitrator in accordance with the procedures in this Agreement and the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will have no authority to award any damages that are excluded by the terms and conditions of the Agreement or any related SOWs.
c. Client and Syntara each agree to comply with all laws, rules, and regulations applicable to this Agreement or the performance of work hereunder.
7. NON-SOLICITATION.
a. During the term of this Agreement and for two (2) years following its termination, both Parties agree that, without the written permission of the other party, not to solicit or hire (in any capacity) any of the other Party’s employees or consultants who directly provide Services under the relevant SOW. The above restriction shall not apply in the event: (i) an employee or consultant of a Party seeks employment with the other Party in response to an unsolicited response to a general advertisement or recruiting effort not directed at such employee or consultant; or (ii) a former employee of either Party is solicited for an employment opportunity by the other Party.
b. Syntara incurs large tangible and intangible costs in recruiting, hiring, training, and retaining its internal resources, including employees, contractors, and subcontractors. In the event of a breach of the non-solicit provisions herein, Client shall immediately pay Syntara a finder’s fee in the amount of thirty-five percent (35%) of the total compensation (including, without limitation, wages, salary, bonuses and commissions) that Client expected to pay the employee over the next twelve (12) months of employment. Money damages shall not be limited to the foregoing and such shall not be construed as a liquidated damage clause; rather, it reflects the cost of replacing such employee on an immediate basis.
8. INTELLECTUAL PROPERTY.
a. All Background IP owned by a Party that is used in relation to this Agreement or any SOW under this Agreement shall remain the property of the Party. The other Party shall not gain any rights or licenses to the Background IP, except as expressly granted in this Agreement or the relevant SOW.
b. Syntara hereby grants Client a perpetual, personal, non-exclusive, paid up, royalty-free, non-transferable, non-sublicensable license to use Syntara’s Background IP and Syntara’s General Foreground IP solely to the extent required to use the Services for the purpose intended by the Parties.
c. Syntara hereby grants Client a perpetual, exclusive, worldwide, paid up, royalty-free, transferable, sublicensable license to Syntara’s Specific Foreground IP for any purpose.
d. Syntara may use Client’s name and/or logo for demonstration purposes or documented case studies via Syntara’s website, landing pages, online portfolios and/or client list page.
9. CONTENT.
a. Client takes full responsibility for all content, images, and files suggested or supplied to Syntara for inclusion on the final product/deliverables delivered under this Agreement. Client is held legally liable for the supplied content and agrees to abide by all local, state, national, and international laws including, but not limited to, trademarks, patents and copyrights. Syntara shall not be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damages of any kind (including but not limited to loss of money or profit, property damages, bodily injury, or death) incurred as a result of the use of any content posted, emailed or otherwise transmitted via the final product/deliverables delivered under this Agreement.
b. Syntara and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any content that violates this Agreement, is inappropriate or is otherwise objectionable. In addition, Client acknowledges and agrees that Syntara may preserve content and may also disclose content to law authorities if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Syntara, its customers and the public.
10. INDEMNITY, WARRANTIES, LIMITATION OF LIABILITY
a. Syntara warrants that (i) its Services under this Agreement shall be of performed by qualified personnel and shall be of professional quality conforming to generally accepted industry standards and practices; (ii) it has the requisite power, authority and right to enter into this Agreement and to perform its obligations hereunder; (iii) there are no threatened or actual claims, suits, actions or conditions that would materially affect Syntara’s ability to perform its obligations hereunder. SYNTARA MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE DELIVERABLES STATED IN THIS AGREEMENT OR ANY SOW. FURTHER, SYNTARA MAKES NO OTHER WARRANTIES WITH RESPECT TO EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF THE LAW OR COURSE OF PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SYNTARA MAKES NO WARRANTIES THAT THE SERVICES OR ANY DELIVERABLES PROVIDED VIA THE SERVICES ARE FREE FROM DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SYNTARA SHALL NOT BE RESPONSIBLE OR LIABLE FOR PROBLEMS WITH SOFTWARE OR SYSTEMS WHICH ARE CAUSED BY CLIENT’S COMPUTER EQUIPMENT, OPERATING SYSTEMS, OR SOFTWARE OR OTHER SYSTEMS, OR OTHER 3RD PARTY VENDORS THAT PROVIDE SERVICES TO CLIENT. SYNTARA HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY AND DOES NOT MAKE ANY SUCH REPRESENTATION OR WARRANTY.
b. Each Party (“Indemnitor”) agrees to protect, defend, indemnify and hold harmless the other Party, its affiliates and their officers, directors, agents, employees (“Indemnitee”) harmless from any Claim incurred, imposed or asserted against the Indemnitee solely to the extent of any: (i) gross negligence or willful misconduct by Indemnitor in the provision of the Services; or (ii) IP infringement based solely and exclusively by Indemnitor’s provision of the Services, without modification of the Services, without incorporation of the Services (in any combination, operation or use) with any technology, material, or service not provided by Indemnitor, and without third-party materials.
c. Indemnitee shall promptly notify Indemnitor in writing of a Claim for which Indemnitee believes it is entitled to indemnification. Indemnitor shall immediately take control of the defense and investigation of such Claim at Indemnitor’s cost and expense. Indemnitee shall cooperate with Indemnitor. Indemnitor may choose to mitigate IP infringement claims through the provision of a non-infringing replacement of equivalent functionality, acquisition of a license for Indemnitee to use, a refund of the relevant fees, or other reasonable mitigations, at Indemnitor’s sole option and expense.
d. IN NO EVENT SHALL SYNTARA BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SYNTARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
e. IN NO EVENT SHALL SYNTARA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SYNTARA PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
11.TERMINATION OF SERVICES.
a. Each party may immediately and without prior written notice terminate any and all SOWs under this Agreement if the other party is (i) convicted of any crime or offense (ii) guilty of serious misconduct in connection with its performance hereunder, or (iii) materially breaches provisions of this Agreement (each a “Termination for Cause”).
b. Each party may, upon providing 30 days advanced written notice, terminate any SOWs under this Agreement for convenience. In case of termination for convenience (without cause) by Client, Syntara will be paid by Client a termination fee equal to twenty percent (20%) of the total SOW fee amount, plus any already incurred expenses.
12.TERM AND TERMINATION.
a. This Agreement shall remain in effect for a term of one (1) year from the date of final signature of this Agreement (“Effective Date”). This Agreement shall then automatically renew annually unless a Party provides written notice indicating a desire to not renew at least 30 days in advance of such renewal. This Agreement shall not be terminated by the merger or consolidation of Syntara into or with any other entity. Any SOW under this Agreement that is still in progress and active at the time of cancellation of the Agreement will remain in effect, upon the mutual agreement of both parties, until either the work covered by the SOW is completed or the SOW is terminated according to the terms of section 12 above.
b. Upon expiration or termination of this Agreement, the rights and obligations set forth in Sections 1, 3, 4, 6, 7a-c, 8, 9, 10b, and 11 shall survive. Any other rights or obligations under this Agreement that should, by their nature, survive termination or expiration, shall survive.
13.CONFIDENTIALITY.
a. Definitions. Confidential Information shall include, all confidential, proprietary, or other business information provided, received or accessed by Recipient, in the provision of this Agreement that is not generally known to the public and is marked or otherwise identified in writing as confidential (hereafter, collectively the “Confidential Information”). The term “Confidential Information” does not include information which (i) becomes generally available to the public other than as a result of disclosure by Recipient in breach of this Agreement; (ii) was available to Recipient on a nonconfidential basis as shown in written records prior to its disclosure to Recipient; (iii) becomes available to Recipient on a non-confidential basis.
b. Confidentiality. Recipient shall hold in confidence and maintain in the strictest of confidence any and all Confidential Information and shall take all necessary steps to ensure that the Confidential Information is held in the strictest of confidence.
c. Client’s Security Obligations. Client understands that Syntara will be working with Client’s Confidential Information. This includes, but is not limited to, website and email addresses, userids and passwords, ftp, trade and banking information. Upon the completion of work, and if Client chooses not to retain Syntara for additional services, Client will change any and all passwords and credentials that Syntara has had access to including banking passwords and card numbers (if applicable), ftp/domain/hosting user id and password, company email password, social media pages’ passwords, and any other passwords Syntara has had access to. Syntara shall not be held liable for any disclosure of Client’s Confidential Information that occurs due to Client not taking the above actions in a timely manner.
14.TESTING & ACCEPTANCE.
Syntara will make every good-faith effort to test all elements of the final deliverables delivered under this Agreement thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the final deliverables, Client shall either accept the final deliverables and make the final payment set forth herein or provide Syntara with written notice, within 7 days from the delivery of the final deliverables, of any corrections, based on the agreed upon work scope as stated in each SOW, to be made and a suggested date for completion, which needs to be mutually acceptable to both Syntara and the Client.
15.ACCESSIBILITY, USABILITY, CROSS-PLATFORM ISSUES.
Syntara will do its best to make the applications and software as accessible, error-free, useable, and cross-platform as possible. Client understands that no website or application however can meet these standards 100% and no website or application will look and function identically on all browsers and operating systems. Client agrees to indemnify and hold Syntara harmless against all claims with regard to these matters.
16.THIRD PARTY LIMITATION.
a. Client acknowledges that, in providing the Services under this Agreement, Syntara may necessarily rely upon information, instructions and services from Client and/or its customers, their employees and agents, and other third parties providing computer and communications hardware, software and Internet services and instructions. Except as expressly provided elsewhere in this Agreement, Client fully assumes the risk associated with errors in such information, instructions and services, provided that Syntara has accurately transmitted data and/or complied with authorized instructions in performance of the Services.
b. Further, Client acknowledges that (i) Syntara is not responsible for any action or inaction of any third party that is not a subcontractor of Syntara hereunder, including, but not limited to, hardware or software vendors or Internet service providers; and (ii) any specification by service provider of any such third party does not constitute a representation or warranty with respect to the third party or its products or services. Accordingly, Syntara disclaims all liability related to such events.
17.NO WAIVER.
No waiver by either Party of any of the terms, provisions or conditions of this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of both Parties. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
18.FORCE MAJEURE.
Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Client nor Syntara shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Neither Client nor Syntara shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law. The impacted Party shall give notice within 14 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
19.ASSIGNMENT.
Either party may, without consent, assign this Agreement to an affiliate or in connection with a merger or sale or transfer of all or substantially all of its assets related to this Agreement.
20.SEVERABILITY.
In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect.
21.LIENS.
Client will not file or permit to be filed any lien with respect to the Services or deliverables produced and provided under this Agreement and hereby expressly waives any right to file or cause to be filed a lien against Syntara’s property.
22.AMENDMENTS.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
23.COUNTERPARTS.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
