Terms of Service

Effective date: February 16, 2026

These Terms of Service (“Terms”) govern your access to and use of SMBuddy’s services (the “Services”). By ordering, accessing, or using the Services, you agree to these Terms.

If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

1. Who we are

“SMBuddy”, “we”, “us” means the SMBuddy business entity identified on your invoice/order form (the “Order”). Our contact details appear in the Order.

2. What we provide

SMBuddy provides a premium, subscription-based service to design, build, configure, and maintain AI-assisted tooling and integrations for your workflows, typically hosted on infrastructure you control or specify.

The Services may include:

  • discovery, planning, and implementation work
  • integrations with third-party platforms (e.g., task trackers, messaging apps, cloud services)
  • automation and agent workflows using AI models and tools
  • configuration, deployment, and basic operational support

Important: Unless your Order explicitly states otherwise, SMBuddy does not provide legal advice, tax advice, security certification, compliance certification, or guarantees of business outcomes.

3. Ordering, scope, and how work is delivered

3.1. Order and scope. The Services you receive are defined by the Order and the working scope documented in the agreed project channel (e.g., Trello board). If a request is outside scope, we may propose a change in scope, timeline, or fees.

3.2. Client inputs. You agree to provide timely access to systems, documentation, credentials, and decision-makers. Delays in your inputs may delay delivery.

3.3. No guaranteed delivery dates unless stated. Unless the Order includes explicit deadlines, delivery is best-effort.

3.4. Client-owned infrastructure. When the Services are deployed on your infrastructure (e.g., your cloud account, servers, repositories), you remain responsible for that infrastructure, including costs, permissions, backups, and access control.

4. AI and automation – critical disclaimers

4.1. AI outputs are probabilistic. AI models and automated agents may produce incorrect, incomplete, misleading, or unexpected outputs. They can fail, hallucinate, or behave unpredictably.

4.2. No warranty for AI results. We make reasonable efforts to configure and test integrations, but we do not warrant that AI tools will:

  • be error-free or uninterrupted
  • always follow intended instructions
  • produce accurate, compliant, or safe outputs
  • prevent harmful, offensive, or unlawful content
  • achieve any specific performance, savings, or business results

4.3. Human review required. You are responsible for reviewing outputs before relying on them, especially for:

  • legal, financial, medical, hiring, credit, insurance, or safety-critical decisions
  • communications to customers or regulators
  • code changes, production deployments, or data deletions

4.4. Client controls. You are responsible for setting and enforcing appropriate guardrails (approval steps, access limits, rate limits, monitoring). We can recommend guardrails, but you decide what is acceptable for your risk profile.

You must not use the Services, or anything we build for you, to:

  • violate any applicable law or regulation
  • infringe intellectual property, privacy, or other rights
  • send spam, conduct phishing, scams, or deceptive practices
  • create or distribute malware, exploits, or other harmful code
  • attempt unauthorized access to systems or data
  • process personal data in a way that violates privacy laws
  • build or operate prohibited or restricted activities under sanctions/export control laws

You are solely responsible for ensuring your use case and deployment comply with laws applicable to you, your users, and your industry.

If we reasonably believe your use violates law or these Terms, we may suspend or terminate Services.

6. Your responsibilities

You agree to:

  • maintain secure credentials and access policies for all systems involved
  • ensure you have rights to provide any data, content, and materials you give us
  • obtain necessary consents and provide required notices to your users (if any)
  • maintain backups of your systems and data (unless the Order states SMBuddy will do so)
  • validate changes before production use, and maintain safe deployment practices

7. Data protection and confidentiality

7.1. Confidentiality. Each party may receive the other party’s confidential information. Both parties agree to protect it using reasonable measures and to use it only to perform under these Terms.

7.2. Your data. You retain all rights to your data. We use your data only to provide the Services.

7.3. Security efforts. We apply reasonable technical and organizational measures appropriate to the Services. However, no system is perfectly secure, and we do not guarantee absolute security.

7.4. GDPR and global privacy. Where applicable, we will handle personal data in accordance with EU data protection law. If the Services involve our processing of personal data on your behalf, we may require a separate Data Processing Agreement (“DPA”) and will follow it.

7.5. Third-party services. Integrations often rely on third parties (cloud providers, AI model providers, APIs). Their terms and privacy policies apply. You are responsible for reviewing and accepting them.

8. Intellectual property

8.1. Pre-existing materials. Each party retains ownership of pre-existing IP.

8.2. Deliverables. Unless your Order states otherwise:

  • you own the custom deliverables created specifically for you once fees are paid in full
  • SMBuddy retains ownership of reusable components, templates, libraries, know-how, and general methods we developed or used across clients
  • you receive a perpetual license to use SMBuddy’s reusable components as embedded in your deliverables for your internal business purposes

8.3. Open source. Some deliverables may include open-source software, which is governed by its own licenses.

9. Fees, billing, and taxes

9.1. Subscription fees. Fees are defined in the Order. Subscriptions are billed in advance unless stated otherwise.

9.2. Service active only when paid and not paused. The Services are provided only when (i) your subscription is paid and current and (ii) the subscription is not paused under Section 9.5. During any unpaid period or pause, SMBuddy does not provide the Services and has no obligation to perform work, monitoring, or support.

9.3. Taxes. Fees are exclusive of VAT/sales taxes unless stated. You are responsible for applicable taxes, except where we must collect them by law.

9.4. Late payment. Late payments may result in suspension of Services. You are responsible for reasonable collection costs.

9.5. Pausing your subscription.

  • How often: You may pause no more than once every 7 days.
  • Duration: Each pause may last up to 180 days.
  • No service during pause: While paused, billing stops (unless the Order says otherwise) and the Services are not provided.
  • Maximum pause consequence: If a pause reaches 180 days, your subscription will be cancelled automatically, and any remaining/unused days or entitlements are forfeited.
  • Price changes after long pauses: If 60 days have passed since the start of a pause, SMBuddy may, upon reactivation, update your subscription price to our then-current pricing for the Services.

9.6. Provider-initiated pause (service unavailability). If SMBuddy is temporarily unable to provide the Services (for example due to illness, vacation, or similar unavailability), we may place your subscription on a forced pause for the duration of such unavailability.

  • No degradation of terms: A provider-initiated pause does not count toward the “once every 7 days” limit and does not trigger any forfeiture, cancellation, or price-update rights described in Section 9.5.
  • Pricing protection: Your subscription price and conditions remain unchanged due to a provider-initiated pause.
  • Billing: During a provider-initiated pause, billing will be paused and you will not be charged for the paused period (unless mandatory law or the Order requires otherwise).

9.7. Price stability and annual updates. If Section 9.5 does not apply, your subscription price is fixed for you and may be updated no more than once per year (e.g., at renewal), with reasonable prior notice.

9.8. No refunds unless required by law. Unless mandatory law says otherwise, subscription fees are non-refundable.

10. Service availability, support, and maintenance

10.1. No SLA unless stated. Unless the Order includes a Service Level Agreement, the Services are provided on a best-effort basis.

10.2. Maintenance windows. We may perform maintenance that temporarily affects availability.

10.3. Third-party outages. We are not responsible for outages or changes caused by third parties, including AI providers and APIs.

11. Warranties and disclaimers

11.1. Mutual authority. Each party warrants it has the authority to enter into these Terms.

11.2. Disclaimer. Except as expressly stated, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of liability

12.1. No indirect damages. To the maximum extent permitted by law, SMBuddy will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data.

12.2. Cap on liability. To the maximum extent permitted by law, SMBuddy’s total liability under these Terms will not exceed the fees you paid to SMBuddy for the Services in the three (3) months immediately before the event giving rise to the claim.

12.3. AI-specific risks. You acknowledge and accept that the use of AI and automation involves elevated risk of error, unexpected behavior, and third-party dependency. You agree these risks are part of the bargain.

Some jurisdictions do not allow certain limitations. In that case, limitations apply to the maximum extent permitted.

13. Indemnification

You agree to indemnify and hold SMBuddy harmless from claims, damages, losses, and expenses (including reasonable legal fees) arising from:

  • your use of the Services in violation of law or these Terms
  • your content or data, including allegations that it infringes rights
  • instructions you provided that cause unlawful or harmful outcomes
  • your products or services offered to end-users

SMBuddy will promptly notify you of any claim and cooperate reasonably.

14. Term, suspension, and termination

14.1. Term. These Terms start when you first use the Services and continue until terminated.

14.2. Cancellation. You may cancel renewal according to the Order’s billing cycle. Cancellation stops future billing but does not retroactively refund prior fees unless required by law.

14.3. Suspension/termination for cause. We may suspend or terminate immediately if you materially breach these Terms (including non-payment or unlawful use).

14.4. Effect of termination. Upon termination:

  • your access may end
  • we will reasonably assist with offboarding if requested and paid (subject to availability)
  • confidentiality and sections that by nature should survive will survive (e.g., IP, liability limits)

15. Export controls and sanctions

You represent that you are not located in, under the control of, or a national/resident of any country subject to comprehensive sanctions, and you will not use the Services in violation of applicable sanctions or export control laws.

16. Changes to the Services or Terms

We may update these Terms from time to time. If changes materially reduce your rights, we will provide reasonable notice. Continued use after the effective date of updated Terms constitutes acceptance.

17. Governing law and dispute resolution

17.1. Governing law. Unless your Order states otherwise, these Terms are governed by the laws of Portugal, excluding its conflict of law rules.

17.2. Courts. The courts of Lisbon, Portugal will have exclusive jurisdiction, unless mandatory law requires otherwise.

17.3. Good-faith resolution. Before filing a claim, each party agrees to attempt good-faith resolution by written notice describing the issue and the requested remedy.

18. Miscellaneous

  • Assignment. You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger/acquisition.
  • Independent contractors. The parties are independent contractors.
  • Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
  • Severability. If any provision is unenforceable, the rest remains in effect.
  • Entire agreement. These Terms plus the Order (and any DPA, if applicable) are the entire agreement.

19. Contact

For legal notices and support requests, use the contact details in your Order or your designated project channel.