Service Terms

These Service Terms govern all services provided by Upstate Workflows LLC, a South Carolina limited liability company ("Upstate Workflows," "we," "us"). By accepting a quote, paying an invoice, or engaging our services, you agree to these terms. If you and Upstate Workflows have signed a separate written agreement, that agreement controls where the two conflict.

1. Services and quotes

The specific work we will perform — scope, deliverables, price, and any recurring fees — is described in the written quote, proposal, or invoice we provide you. That document plus these terms form the agreement for your project. Changes to scope must be agreed in writing (email is sufficient) and may adjust price and timeline.

2. Payment

Invoices are payable as stated on the invoice, via our secure online checkout (processed by Stripe) or another method we agree to. We may pause work on accounts with overdue balances. Recurring services (hosting, maintenance, support plans) are billed monthly in advance; either party may cancel recurring services with thirty (30) days' written notice. Fees already paid for completed work are non-refundable.

3. Your responsibilities

You agree to provide timely access, information, content, and approvals we reasonably need to do the work; to ensure materials you give us don't infringe anyone's rights; and to use the systems we deliver lawfully. Delays in providing what we need may extend timelines.

4. Third-party services

Solutions we build often rely on third-party platforms (for example: hosting providers, Stripe, AI model providers, phone and SMS carriers). Their terms and fees apply to your use of those platforms, and we are not responsible for their outages, changes, or pricing. Where a third-party subscription is in your name, you pay it directly unless your quote says otherwise.

5. Intellectual property

Once a project is paid in full, you own the custom deliverables we created for you. We (and our development partners) retain ownership of pre-existing tools, frameworks, templates, and know-how used to build them, and you receive a perpetual, royalty-free license to use those components as part of your delivered system. We may reference completed work in our portfolio unless you ask us not to in writing.

6. Warranty

We warrant that services will be performed in a professional, workmanlike manner. For thirty (30) days after delivery, we will fix defects in our work at no charge. Except as stated in this section, services and deliverables are provided "as is," and we do not guarantee specific business outcomes — such as revenue, leads, search rankings, or uptime of third-party platforms.

7. Limitation of liability

To the maximum extent permitted by law: neither party is liable to the other for indirect, incidental, special, or consequential damages (including lost profits or lost data); and Upstate Workflows' total liability arising out of or related to the services is capped at the amounts you paid us for the services giving rise to the claim in the twelve (12) months before the claim arose. Nothing in these terms limits liability that cannot be limited under applicable law.

8. Confidentiality

Each party will keep the other's non-public business information confidential and use it only as needed to perform under these terms. We treat your customer data with care and use it only to provide your services.

9. Termination

Either party may end an engagement with thirty (30) days' written notice. You remain responsible for fees owed for work performed and non-cancellable commitments made before termination; you keep everything you have paid for in full. On request, we will reasonably assist with an orderly hand-off.

10. Governing law and disputes

These terms are governed by South Carolina law. Before filing any claim, both parties agree to attempt in good faith to resolve the dispute directly for at least thirty (30) days. Any litigation will take place in the state courts located in Oconee County, South Carolina.

11. Changes to these terms

We may update these terms from time to time. The version posted at the time you accept a quote or pay an invoice is the version that applies to that work.

Contact

Questions about these terms: brett@upstateworkflows.com.