Terms of Service

Last updated: November 13, 2025

These Terms of Service ("Terms") govern your access to and use of the services provided by Cifral Solutions LLC ("Cifral", "we", "us", or "our"), operating at cifral.io.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1. Services Overview

1.1 Sales Automation Services

Cifral provides sales automation services specifically designed for industrial B2B companies. Our services include:

• Quote Automation: AI-powered RFQ analysis, automated proposal generation, BOM creation, pricing calculations, and multi-level approval workflows
• Sales System Integration: CRM-ERP integration, data orchestration, lead routing, document workflow automation, and real-time dashboards
• Custom Solutions: Bespoke automation for complex industrial workflows, regulatory compliance, specialized approvals, and cross-functional processes

1.2 ScopeX Product

ScopeX is our AI-powered proposal automation product (launching Q1 2026). When available, ScopeX will be offered as a standalone SaaS product with separate terms and pricing. Users who join the waitlist are not obligated to purchase when the product launches.

1.3 Service Delivery Model

Our professional services typically consist of two phases:

• Setup Phase: Initial implementation, configuration, integration, and deployment
• Ongoing Maintenance: Monitoring, updates, support, and continuous improvement

Specific terms, scope, deliverables, timelines, and pricing will be detailed in individual Service Agreements or Statements of Work (SOWs).

2. Acceptance of Terms

By accessing cifral.io, submitting a contact form, joining our waitlist, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

3. Eligibility

Our services are intended for business use only. By using our services, you represent and warrant that:

• You are at least 18 years of age
• You have the authority to enter into these Terms on behalf of your company or organization
• Your use of the services complies with all applicable laws and regulations
• All information you provide to us is accurate, current, and complete

4. Service Agreements

4.1 Individual Agreements

Professional services are governed by individual Service Agreements or Statements of Work (SOWs) that specify:

• Scope of work and deliverables
• Timeline and milestones
• Fees, payment terms, and invoicing schedule
• Service Level Agreements (SLAs) and support terms
• Acceptance criteria and change request procedures

In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall take precedence for that specific engagement.

4.2 Project Phases

Projects may be divided into phases with separate acceptance criteria. Payment may be structured based on phase completion, milestones, or recurring monthly fees as specified in your Service Agreement.

5. Fees and Payment

5.1 Pricing

Fees for professional services are specified in your Service Agreement. Pricing may include:

• One-time setup fees
• Recurring monthly maintenance fees
• Usage-based fees (if applicable)
• Additional fees for change requests or scope expansions

5.2 Payment Terms

Unless otherwise specified in your Service Agreement:

• Invoices are due within 30 days of receipt
• Late payments may incur interest at 1.5% per month (or the maximum allowed by law)
• We may suspend services for accounts more than 30 days past due
• You are responsible for all collection costs, including reasonable attorney fees

5.3 Taxes

All fees are exclusive of applicable taxes (VAT, sales tax, use tax, etc.). You are responsible for all taxes except those based on our net income.

5.4 Refunds

Fees paid for completed work or active subscription periods are non-refundable except as required by law or as specified in your Service Agreement.

6. Intellectual Property

6.1 Client Deliverables

Upon full payment, you own all custom work product created specifically for you as part of the Services ("Client Deliverables"), including:

• Custom integrations and workflows specific to your systems
• Configuration files and documentation specific to your implementation
• Custom reports and dashboards created for your use

6.2 Cifral Property

We retain all rights to:

• Our proprietary tools, frameworks, methodologies, and software platforms
• Pre-existing intellectual property and reusable components
• Knowledge, techniques, and processes developed or used in providing services
• The Cifral brand, trademarks, and service marks

6.3 Client Data and Materials

You retain all rights to your data, business information, and materials provided to us. You grant us a limited license to use such materials solely to provide the Services.

6.4 Third-Party Components

Services may include third-party software, APIs, or services subject to separate license terms. We will identify material third-party components in your Service Agreement.

7. Data Privacy and Security

7.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

7.2 Data Processing Agreement

For clients in the EU/EEA or where we process personal data on your behalf, we will execute a separate Data Processing Agreement (DPA) that includes Standard Contractual Clauses (SCCs) as required by GDPR.

7.3 Security

We implement commercially reasonable security measures to protect your data, including:

• Encryption in transit (HTTPS/TLS) and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures

Specific security commitments may be detailed in your Service Agreement or DPA.

8. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement ("Confidential Information"), including:

• Business strategies, financial information, and trade secrets
• Technical data, source code, and proprietary methodologies
• Customer data and business relationships
• Information marked as confidential or reasonably understood to be confidential

Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party, (b) was rightfully known before disclosure, (c) is independently developed, or (d) is rightfully obtained from third parties.

This confidentiality obligation survives termination of the Services for a period of 3 years.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to meet this warranty, we will re-perform the non-conforming services at no additional charge.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR YOUR SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PERFORMANCE.

We do not warrant that services will be uninterrupted, error-free, or meet all your requirements. We are not responsible for issues caused by third-party systems, services, or your IT infrastructure.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIFRAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CIFRAL IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Exclusion of Damages

IN NO EVENT SHALL CIFRAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) gross negligence or willful misconduct, or (d) any liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Cifral, its officers, directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• Your breach of these Terms or your Service Agreement
• Your violation of applicable laws or regulations
• Your data or materials that infringe third-party rights
• Your use of the Services in a manner not authorized by these Terms

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our website or services. Individual Service Agreements specify the term for specific engagements.

12.2 Termination for Convenience

Either party may terminate ongoing services with 30 days written notice. You remain responsible for fees for work completed through the termination date.

12.3 Termination for Cause

Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice, (b) becomes insolvent or files for bankruptcy, or (c) violates applicable laws.

12.4 Effect of Termination

Upon termination:

• You must pay all outstanding fees for services rendered
• We will provide you with final deliverables for completed work (upon payment)
• Each party will return or destroy Confidential Information (as requested)
• Sections regarding payment, intellectual property, confidentiality, warranties, liability, and dispute resolution survive termination

13. Use of Website

13.1 Acceptable Use

You agree not to:

• Violate any laws or regulations
• Infringe intellectual property or privacy rights
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the website or servers
• Use automated systems (bots, scrapers) without permission
• Impersonate others or provide false information

13.2 User Accounts (Future)

When ScopeX launches, users will create accounts to access the product. You are responsible for maintaining the confidentiality of your account credentials and all activities under your account.

14. Third-Party Services

Our services may integrate with third-party systems (CRMs, ERPs, etc.). Your use of third-party services is subject to their own terms and privacy policies. We are not responsible for third-party services or their availability, performance, or compliance.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will:

• Post the updated Terms on this page with a revised "Last updated" date
• Provide notice via email (if you have provided your email address) or on our website
• Give you 30 days to review changes before they take effect

Your continued use of our services after changes take effect constitutes acceptance of the updated Terms. Active Service Agreements are governed by the Terms in effect when the agreement was executed.

16. Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

16.2 Arbitration

Any dispute arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall take place in Delaware, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Exceptions to Arbitration

Either party may seek injunctive relief in court to protect intellectual property rights or confidential information without first engaging in arbitration.

16.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis only, not as a class action, consolidated action, or representative action.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between you and Cifral regarding the Services and supersede all prior agreements.

17.2 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

17.3 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, riots, pandemics, internet failures, or government actions.

17.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.

17.5 Waiver

Failure to enforce any provision does not waive our right to enforce it later. Waivers must be in writing to be effective.

17.6 Notices

Notices to Cifral must be sent to info@cifral.io. Notices to you will be sent to the email address you provided.

18. Contact Information