Terms and Conditions

1. Acceptance of Terms

By engaging Copency ("the Agency," "we," "us," or "our") for custom automation services, managed reliability, and ongoing support, you ("the Client," or "you") agree to be bound by these Terms and Conditions. These terms govern the provision of all services, including the Custom Workflow Blueprinting and the Monthly Service & Maintenance Fee.

2. Service Delivery and Scope

• Custom Workflow Blueprinting: This is a fixed-cost, one-time design and development phase resulting in the delivery of a dedicated web application (GUI) and underlying automation logic.
• Integration: Services include the necessary integration of the Client's existing required CRMs, databases, and APIs as specified in the signed Statement of Work (SOW).
• Initial Refinement: Post-delivery, the Agency provides a limited period (specified in the SOW, typically 14 days) for minor adjustments and feedback to ensure the workflow meets the initial specification.
• Out-of-Scope Work: Any major feature additions, large workflow redesigns, or changes requested after the Initial Refinement Period will require a new SOW and a separate custom quote.

3. Fees and Payment

• One-Time Development Fee: This covers the Blueprinting and Development/Integration phases. This fee is non-refundable once work has commenced.
• Monthly Service & Maintenance Fee: This mandatory fee covers 24/7 Managed Reliability, secure hosting, monitoring, and ongoing support (small bug fixes and minor adjustments). This fee is charged monthly in advance.
• Inactivity and Non-Payment: Failure to pay the Monthly Service & Maintenance Fee by the due date may result in the immediate suspension or termination of the service and workflow hosting.

4. Managed Reliability and Support

• The Agency is responsible for the secure hosting, monitoring, and maintenance of the custom web application.
• While we guarantee uptime for our infrastructure, the Agency is not responsible for workflow failures caused by external factors, including but not limited to, changes in third-party API keys, service provider changes, or platform downtime not within our control.
• Support hours for troubleshooting are outlined in the SOW.

5. Termination and Non-Renewal Policy

This section defines the Agency's and Client's rights regarding the termination and non-renewal of services.

• Client Termination: The Client may terminate the Monthly Service & Maintenance Fee agreement by providing 30 days written notice. Termination will be effective at the end of the next billing cycle. No refunds will be provided for pre-paid monthly fees.
• Agency Termination/Non-Renewal due to Inactivity: The Agency reserves the right to terminate the Monthly Service & Maintenance Fee agreement or declare a client's plan inactive and non-renewable if the automation workflow shows no meaningful activity or usage for three (3) consecutive billing cycles (e.g., no executions, no log-ins to the GUI). Prior to termination based on inactivity, the Agency will issue a written warning, providing the Client 15 days to re-engage the service or confirm continuation.
• Agency Non-Renewal for Business Reasons (Plan Discontinuation): The Agency reserves the right to discontinue or phase out specific Monthly Service & Maintenance plans or support for certain underlying technologies for legitimate business reasons. In such an event, the Agency shall provide the Client with ninety (90) days written notice that **no further renewals** of the current plan will be available after the expiration of the current billing cycle. During this notice period, the service will continue as agreed.
• Data Retrieval upon Termination: Upon termination, the Agency will provide the Client with a reasonable opportunity to retrieve any accessible workflow data and logic files, provided all outstanding fees are settled. After 30 days post-termination, all associated infrastructure and data may be permanently deleted.

6. Limitation of Liability

In no event shall Copency be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the service, even if the Agency has been advised of the possibility of such damages. The Agency's total liability for any claim arising out of this agreement shall not exceed the total Monthly Service & Maintenance Fees paid by the Client to the Agency during the three (3) months preceding the date the claim arose.

7. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of [YOUR JURISDICTION/COUNTRY], without regard to its conflict of law principles.

8. Contact Information

For questions or notices concerning these Terms and Conditions:

**Agency Name:** Copency
**Headquarters Status:** Remote/Virtual Office (All correspondence via email)
**Email:** contact@copency.com