Terms of Service

Welcome to Say Pro Solution

These Terms of Service govern your use of our website, services, and any work we do together. By using our website or engaging our services, you agree to these terms completely and without reservation.

Our Services

Say Pro Solution provides comprehensive digital development services designed to help companies build mobile apps and web platforms that scale with a sharp focus on speed, clarity, and user experience. Our core services include user interface design where we prioritize clean, intuitive interfaces that not only look exceptional but also work better for your users. We use industry-standard tools including Adobe Photoshop, Adobe Illustrator, Figma, and Adobe XD to create designs that meet the highest professional standards.

Our web development services encompass everything from simple websites to complex web applications, built using modern frameworks that support scalability and performance. We specialize in creating platforms that grow with your business and adapt to changing needs over time. Our mobile app development covers both iOS and Android platforms, creating native and cross-platform applications that deliver exceptional user experiences across all devices.

Quality assurance and testing are integral parts of every project we undertake. We conduct comprehensive testing that covers functionality, edge cases, cross-device compatibility, and performance optimization to ensure your final product works flawlessly. Our Shopify and WordPress builds help businesses establish strong e-commerce and content management systems that are both powerful and easy to manage.

All our services follow a structured five-phase process that begins with discovery, where we align on product goals, user needs, and business context through technical scoping, user insights, and early risk assessment. The design phase involves creating user flows and interface designs that prioritize clarity, usability, and system logic, ready for handoff or direct build. During the build phase, code is shipped in fast sprints with regular demos and shared progress, working in frameworks that support long-term scalability. Testing and quality assurance run alongside development, covering all functionality and ensuring cross-device compatibility. Finally, launch and support include performance monitoring, issue handling, and iterative improvements based on user and team feedback.

Accepting These Terms

By using our website, filling out any contact forms, scheduling consultations, or engaging our services in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You also agree to comply with all applicable laws and regulations in connection with your use of our services.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. In that case, the terms "you" and "your" refer to that entity. If you do not have such authority or if you do not agree with these terms, you must not accept this agreement and may not use our services.

These terms constitute a legally binding agreement between you and Say Pro Solution. They remain in effect for the entire duration of our relationship and continue to apply even after project completion for matters related to intellectual property, confidentiality, and other ongoing obligations.

Project Agreements and Scope

Every project begins with a detailed discovery phase where we work together to understand your specific needs, goals, and requirements. During this phase, we conduct thorough technical scoping to identify the best approaches for your project, gather user insights to ensure we're building something that truly serves your audience, and perform early risk assessment to identify potential challenges and opportunities.

Based on this discovery work, we provide you with a comprehensive project proposal that outlines the scope of work, deliverables, timeline, and investment required. This proposal becomes part of our binding agreement once you accept it, and it defines exactly what we will deliver and what is expected from both parties throughout the project.

Any changes to the agreed-upon scope must be documented and approved by both parties before implementation. We understand that projects sometimes evolve as new opportunities or requirements emerge, and we're flexible in accommodating reasonable changes. However, scope changes may affect the timeline and project investment, and we'll always discuss these implications with you before proceeding.

We reserve the right to refuse projects that we believe are not a good fit for our expertise, that conflict with our values, that involve illegal activities, or that we cannot deliver to our usual high standards. We also reserve the right to terminate projects if scope changes significantly alter the fundamental nature of the work or if circumstances change in ways that prevent successful completion.

Payment Terms and Conditions

Our payment terms are designed to be fair and straightforward while ensuring steady project progress. Project investments are typically structured with an initial payment to begin work, followed by milestone payments tied to specific deliverables and project phases. The exact payment schedule is outlined in your project proposal and becomes part of our binding agreement.

Initial payments are generally required before we begin any work on your project. This payment secures your project timeline and allows us to allocate the necessary resources to your project. Milestone payments are due upon completion and approval of specified deliverables, ensuring that payments align with actual progress and value delivered.

All invoices are payable within thirty days of receipt unless otherwise specified in your project agreement. We accept payment by check, bank transfer, and major credit cards through our secure payment processors. Late payments may result in project delays, as we may pause work until accounts are current. Late fees may also apply to overdue accounts as specified in your project agreement.

If payments become significantly overdue, we reserve the right to suspend work, terminate the project agreement, and pursue collection of outstanding amounts. We also retain the right to withhold delivery of final project assets until all payments are current. However, we prefer to work collaboratively to resolve any payment issues and will communicate proactively if we foresee any problems.

All project investments are quoted in US dollars and are subject to applicable taxes. If your location requires us to collect sales tax or other taxes, these will be added to your invoice as required by law. Currency conversion, if applicable, will be calculated at the time of payment using current exchange rates.

Intellectual Property Rights

Intellectual property rights are handled differently for different aspects of our work together, and we believe in being completely transparent about who owns what throughout the process. For project deliverables that we create specifically for you, including custom designs, code, and other materials developed as part of your project, you receive full ownership rights upon final payment. This means you can use, modify, distribute, and otherwise control these materials as you see fit.

However, we retain rights to general methodologies, techniques, skills, and knowledge that we bring to your project or develop during our work. This includes our design processes, development frameworks, general approaches to problem-solving, and other professional expertise that forms the foundation of our service offering. We also retain the right to create case studies and portfolio pieces based on our work, subject to any confidentiality agreements we may have.

However, we retain rights to general methodologies, techniques, skills, and knowledge that we bring to your project or develop during our work. This includes our design processes, development frameworks, general approaches to problem-solving, and other professional expertise that forms the foundation of our service offering. We also retain the right to create case studies and portfolio pieces based on our work, subject to any confidentiality agreements we may have.

Any pre-existing intellectual property that either party brings to the project remains the property of its original owner. This includes your existing brand materials, content, and business processes, as well as our existing code libraries, design systems, and proprietary tools. When pre-existing materials are incorporated into project deliverables, appropriate licenses are granted to ensure you can use the final product without restriction.

Third-party materials such as stock photos, fonts, plugins, or other licensed content are subject to their original license terms. We will clearly identify any third-party materials and ensure that appropriate licenses are obtained for your intended use. The cost of any required licenses is typically included in the project investment unless otherwise specified.

If any disputes arise regarding intellectual property, we commit to working together in good faith to resolve them quickly and fairly. We maintain detailed records of our work process to help clarify the origin and ownership of different project elements if questions arise.

Confidentiality and Non-Disclosure

We understand that working together requires you to share sensitive business information, proprietary processes, strategic plans, and other confidential materials. We take this responsibility extremely seriously and maintain strict confidentiality regarding all aspects of your business and project.

All information you share with us, whether explicitly marked as confidential or not, is treated as confidential business information. This includes your business strategies, financial information, customer data, technical specifications, marketing plans, and any other information that could reasonably be considered sensitive or proprietary. We will not share this information with anyone outside our immediate project team without your explicit written permission.

Our team members and contractors all sign comprehensive confidentiality agreements that legally bind them to protect your information both during our work together and after the project concludes. These agreements remain in effect indefinitely, ensuring your information stays protected long after our work is complete.

We implement technical safeguards to protect confidential information, including secure file storage systems, encrypted communication channels, access controls that limit information access to team members who need it for your project, and regular security training for all team members. We also maintain physical security measures at our office to prevent unauthorized access to confidential materials.

The only exceptions to our confidentiality commitment are information that was already publicly known before you shared it with us, information that becomes publicly known through no fault of ours, information we are legally required to disclose by court order or law enforcement, and information we need to share with our professional advisors such as lawyers or accountants who are also bound by confidentiality requirements.

Warranties and Disclaimers

We stand behind the quality of our work and provide specific warranties for different aspects of our services. For all development work, we warrant that our deliverables will conform to the specifications outlined in your project agreement and will be free from significant defects for a period of ninety days after project completion. During this warranty period, we will correct any defects or non-conforming work at no additional charge.

We also warrant that all work delivered will be original or properly licensed, that we have the right to provide the services outlined in your agreement, and that our work will not infringe on the intellectual property rights of third parties. If any intellectual property issues arise, we will work diligently to resolve them, including modifying deliverables if necessary to avoid infringement.

However, we cannot provide warranties for certain aspects of digital projects that are beyond our control. We do not warrant that your website or application will be error-free in all environments, as the complexity of different devices, browsers, and user configurations makes this impossible to guarantee. We do not warrant uninterrupted service, as internet connectivity, server issues, and other factors outside our control can affect availability.

We also cannot warrant the performance of third-party services, plugins, or integrations that may be part of your project. While we select these carefully and test them thoroughly, their ongoing performance depends on their respective providers. Similarly, we cannot warrant compatibility with future browser updates, operating system changes, or other technological developments that occur after project completion.

Our warranties are limited to correction of defects and non-conforming work. We do not provide warranties for business outcomes, marketing results, user adoption, or other factors that depend on market conditions, user behavior, and other variables beyond our control.

Limitation of Liability

While we work diligently to deliver exceptional results and minimize any risks associated with our work, it's important to understand the limitations of our liability. Our total liability for any claims arising from our work together is limited to the total amount paid to us for the specific project in question. This limitation applies regardless of the legal theory underlying the claim, whether contract, tort, negligence, or otherwise.

We are not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption. This limitation applies even if we have been advised of the possibility of such damages. We understand that digital projects are important to your business, but we cannot accept unlimited liability for all possible consequences of technical issues.

We are not responsible for damages caused by your misuse of deliverables, modifications made by third parties, failures of third-party services or integrations, force majeure events such as natural disasters or internet outages, or factors beyond our reasonable control. We also cannot be held liable for issues that arise from incomplete, inaccurate, or untimely information or materials provided by you.

These liability limitations are essential to our ability to provide high-quality services at reasonable rates. Without these protections, we would need to charge significantly higher rates to cover potential unlimited liability exposure. These limitations are standard in the technology services industry and are designed to create a fair allocation of risk between service providers and clients.

Nothing in these terms limits our liability for gross negligence, willful misconduct, or violations of applicable law where such limitations are prohibited.

Project Timeline and Delays

We provide estimated timelines for all projects based on our experience with similar work and the scope defined in your project agreement. These timelines are our best professional estimates and represent our commitment to completing work as efficiently as possible while maintaining our quality standards. However, project timelines can be affected by various factors, some within our control and others beyond it.

Factors that can affect project timelines include the complexity of requirements as they become fully understood during development, the availability and timeliness of materials, information, and feedback from you, changes to project scope or requirements, technical challenges that emerge during development, and external factors such as third-party service issues or approval processes.

We commit to communicating proactively about any potential delays as soon as we become aware of them. We will explain the cause of the delay, provide updated timeline estimates, and discuss options for getting back on track when possible. We believe in transparency and will never leave you wondering about the status of your project.

If delays are caused by factors within our control, we will work diligently to minimize their impact and may adjust our resource allocation to accelerate completion when possible. If delays are caused by external factors or changes in scope, we will work with you to find the best path forward, which may include timeline adjustments or scope modifications.

We understand that timelines are important to your business planning and marketing efforts. While we cannot guarantee exact completion dates due to the inherent uncertainties in custom development work, we are committed to realistic scheduling, regular communication, and delivering quality work as efficiently as possible.

Client Responsibilities and Cooperation

Successful projects require active participation and cooperation from both parties. As our client, you have certain responsibilities that are essential to project success, and we want to be clear about these expectations from the beginning of our relationship.

You are responsible for providing accurate, complete, and timely information about your requirements, goals, target audience, and any constraints or special considerations we should be aware of. The quality and completeness of this information directly affects our ability to deliver results that meet your expectations. You should also provide all necessary materials including content, images, brand guidelines, and other assets in appropriate formats and within agreed timeframes.

Timely feedback and approvals are crucial to maintaining project momentum. We build review and approval points into our project schedules, and delays in feedback can cascade through the entire timeline. We commit to providing clear deliverables for review and reasonable timeframes for your response, and we ask for your commitment to meeting these review schedules.

You are also responsible for testing deliverables thoroughly and providing specific, actionable feedback. General comments like "I don't like it" are less helpful than specific observations like "The navigation is confusing because the menu items don't clearly indicate what content users will find." The more specific and detailed your feedback, the more efficiently we can make improvements.

If your project involves integrations with existing systems, third-party services, or other technical requirements, you may need to facilitate access, provide credentials, coordinate with other vendors, or handle other technical logistics. We will clearly communicate these requirements and provide guidance on what needs to be done.

You are responsible for compliance with all applicable laws, regulations, and industry standards that apply to your business and the deliverables we create. While we build to current web standards and best practices, you are ultimately responsible for ensuring that your use of our deliverables complies with regulations specific to your industry or location.

Termination and Cancellation

You may terminate our agreement at any time with written notice. If termination occurs before project completion, you will be responsible for payment of all work completed to the date of termination, calculated on a milestone basis as outlined in your project agreement. You will receive all deliverables completed to that point, though they may not be fully functional until the entire scope is complete

We may terminate our agreement if payments become significantly overdue despite our efforts to resolve the situation, if you fail to provide necessary materials, information, or feedback that prevents us from making reasonable progress, if the scope of work changes so significantly that it fundamentally alters the nature of the project, or if circumstances arise that make it impossible or impractical to complete the work as originally conceived.

In the event of termination by either party, we will work together to ensure an orderly transition. This includes providing you with all completed work, transferring any relevant accounts or access credentials, and documenting the current status of incomplete work. We will also handle any necessary refunds or final payments according to the terms of your project agreement.

We prefer to resolve issues through communication and collaboration rather than termination. If problems arise, we encourage open discussion about concerns and potential solutions. Many issues that might seem terminal can actually be resolved through scope adjustments, timeline modifications, or other collaborative approaches.

Dispute Resolution and Governing Law

While we work hard to prevent disputes through clear communication and well-defined agreements, we recognize that disagreements can occasionally arise in complex projects. When they do, we are committed to resolving them fairly and efficiently through a structured process that protects the interests of both parties

Our first step in any dispute is direct communication between the parties involved. Many issues can be resolved simply by discussing the situation openly and working together to find mutually acceptable solutions. We encourage you to contact us immediately if any concerns arise, as early communication often prevents small issues from becoming larger problems.

If direct communication does not resolve the issue, we will engage in good faith mediation using a qualified neutral mediator. Mediation is typically faster and less expensive than litigation while still providing a structured process for resolving disagreements. Both parties will share the cost of mediation equally, and we will work together to select a mediator with appropriate expertise for the specific issues involved.

Only if mediation fails to resolve the dispute will we consider binding arbitration or litigation. Any legal proceedings will be governed by the laws of the State of Florida and will take place in Pinellas County, Florida. This choice of law and venue provides predictability and ensures that any legal proceedings take place in a location convenient to our primary operations.

We believe that most disputes in our industry arise from misunderstandings or miscommunications rather than fundamental disagreements, and we are committed to working collaboratively to resolve any issues that may arise during our relationship.

Force Majeure and Unforeseen Circumstances

Sometimes events beyond anyone's control can affect our ability to complete projects according to the original schedule. Force majeure events include natural disasters, government actions, labor strikes, internet outages, pandemics, acts of war or terrorism, and other events that make performance impossible or impractical.

If a force majeure event affects our ability to perform our obligations, we will notify you as soon as reasonably possible and work with you to minimize the impact. This might involve adjusting timelines, modifying deliverables, or finding alternative approaches to completing the work. We will not be liable for delays or performance issues that result from genuine force majeure events beyond our reasonable control.

Similarly, if force majeure events affect your ability to fulfill your obligations such as providing feedback, materials, or payments, we understand that adjustments may be necessary. We will work collaboratively to address these situations and find ways to keep projects moving forward when possible.

During force majeure events, both parties remain committed to fulfilling their obligations to the extent possible and to resuming normal performance as soon as circumstances permit. We will maintain regular communication about the status of any force majeure situation and its expected duration.

Privacy and Data Protection

Our privacy practices are detailed in our separate Privacy Policy, which forms part of this agreement and should be read in conjunction with these Terms of Service. We are committed to protecting your personal information and business data according to the highest standards of privacy and security.

In the course of our work together, we may have access to various types of data including your business information, customer data, analytics information, and other sensitive materials. We treat all this information as confidential and implement appropriate technical and organizational measures to protect it from unauthorized access, use, or disclosure.

We comply with applicable data protection laws including the California Consumer Privacy Act (CCPA) for California residents and the General Data Protection Regulation (GDPR) for European Union residents. If your project involves collecting or processing personal data from your users or customers, we will work with you to ensure appropriate privacy protections are implemented.

Any data processing we perform on your behalf is done according to your instructions and for the purposes of delivering our services. We do not use your data for our own business purposes beyond what is necessary to provide our services, and we do not share your data with third parties except as necessary to deliver our services or as required by law.

Modifications to These Terms

We may occasionally need to update these Terms of Service to reflect changes in our business practices, legal requirements, or industry standards. When we do make changes, we will post the updated terms on our website and update the "last updated" date at the top of this document.

For existing clients with active projects, significant changes to these terms will not affect projects already in progress unless both parties agree to the modifications. New terms will apply to future projects and ongoing relationships after the effective date of the changes.

We will make reasonable efforts to notify existing clients of material changes to these terms, typically through email communication or direct notification during project communications. However, it is your responsibility to review these terms periodically to stay informed of any updates.

If you continue to use our services after changes to these terms become effective, you are considered to have accepted the new terms. If you do not agree to any changes, you should discontinue use of our services and contact us to discuss any active projects or ongoing obligations.

Entire Agreement and Severability

These Terms of Service, together with your specific project agreement and our Privacy Policy, constitute the complete agreement between you and Say Pro Solution regarding our services and supersede all prior communications, understandings, and agreements between us.

No modifications to these terms are valid unless they are made in writing and signed by both parties. Verbal agreements or informal communications do not modify these terms, though they may help clarify how these terms apply to specific situations.

If any provision of these terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect. We have written these terms to be enforceable and fair, but we recognize that legal interpretations can vary.

These terms are binding on both parties and their respective heirs, successors, and assigns. However, you may not assign your rights or obligations under these terms without our written consent, while we may assign our rights and obligations in connection with a sale, merger, or other transfer of our business.

Contact Information and Support

We are committed to maintaining open communication throughout our relationship and beyond. If you have questions about these Terms of Service, need clarification about any provisions, or want to discuss how these terms apply to your specific situation, please contact us at info@sayprosolution.

For general inquiries, project discussions, or other business matters, you can reach us by email at info@sayprosolution or by mail at our office address: 7901 4th St N Ste 29006 St. Petersburg, FL 33702. We typically respond to emails within one business day and are committed to addressing any concerns promptly and professionally.

If you need to provide formal legal notices under these terms, such as termination notices or dispute notifications, please send them in writing to both our email address and our physical address to ensure we receive them promptly.

We appreciate the opportunity to work with you and are committed to making our professional relationship successful, productive, and mutually beneficial. These terms are designed to create a framework for that success while protecting the interests of both parties.

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