Terms of Service

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between Prime Business Systems, a service of Simplico Solutions LLC ("PBS," "we," "us," or "our"), located at 8 The Green Suite B, Dover, Delaware 19901 USA, and the client ("you," "your," or "client") using our services.

By accessing our services, making any payment, or using our platform, you automatically acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these terms, you may not use our services.

2. SERVICE DESCRIPTION

2.1 Business Growth Partnership

PBS provides a complete done-for-you business partnership through enterprise-grade business automation and management services via our comprehensive platform. Our services include:

• AI Automation Systems for complete sales cycle management
• Business Systems Implementation and Integration
• Customer Communication and Lead Generation Systems
• Performance Analytics and Optimization
• Expert Support & Ongoing Management
• Website Development and Hosting

2.2 Service Categories

PBS offers the following service categories, each with specific terms and payment structures:

2.3 Service Delivery

PBS delivers services through:

• Proprietary AI systems and automation platforms
• Custom automation tools and workflow development
• Professional implementation and integration
• Cloud infrastructure and database management
• Ongoing optimization and expert management
• Regular reporting and performance analysis

2.4 Access Levels

Service access levels are determined by your selected subscription plan. Current service plans and features are displayed on our website and may be modified with notice. Custom AI automation solutions are arranged through direct consultation and assessment.

3. PAYMENT TERMS AND SERVICE BILLING

3.1 Universal Payment Requirements

• All services require full payment in advance with no partial payment options
• No work commences until payment is received and processed
• All payments are non-refundable once services begin
• PBS reserves the right to suspend services for any payment default
• Late payment fees of 0.5% daily for each day invoice remains outstanding
• PBS may offer promotional pricing at our sole discretion
• Promotional pricing cannot be combined with other offers unless explicitly stated
• Chargeback or payment reversals result in immediate service termination

3.2 All Sales Final Policy

All sales are final. PBS does not offer refunds, credits, or chargebacks for any services rendered, subscriptions purchased, or payments made. By engaging PBS services, client acknowledges and agrees that all payments are non-refundable regardless of service utilization, satisfaction, or business circumstances. This policy applies to all service categories including but not limited to subscription fees, setup fees, development fees, consulting fees, and any other charges.

3.3 Subscription Services Payment Terms

Additional Terms:

• Monthly subscriptions require advance payment for full month
• Automatic renewal unless 30-day written cancellation notice provided
• No refunds for unused portions of paid subscription periods
• Service suspension immediate upon payment failure

3.4 Subscription Disruption and Service Suspension

PBS maintains strict policies regarding subscription continuity to ensure uninterrupted service delivery and infrastructure stability. Subscription disruption policies differ based on account type:

3.5 Usage-Based Fees and Additional Charges

Monthly subscriptions cover core platform services and features as specified in the applicable service tier. The following usage-based fees are billed separately and charged to the client's payment method on file in addition to subscription fees:

• SMS/Text messaging usage fees based on volume and carrier rates
• Voice call and telephony usage fees based on minutes and carrier rates
• AI processing and usage fees based on consumption and model complexity
• Premium pay-per-use services and integrations
• Third-party service fees and API usage charges
• Email sending volume beyond included allocations

Usage fees are calculated based on actual consumption and billed monthly in arrears or as incurred. PBS reserves the right to require prepaid credits for high-volume usage or to suspend services if usage fees remain unpaid. Current usage rates are available upon request and may be updated with 30 days notice.

3.6 Lifetime Deal Terms

PBS may offer Lifetime Deal promotions during the months of December and January each year. Lifetime Deal terms are as follows:

• Lifetime Deals provide one-time payment for perpetual access to specified core services
• The service level and features included may vary between Lifetime Deal offerings
• Lifetime Deals relieve recurring costs for core services for the lifetime of the business
• Usage-based fees (SMS, calls, AI usage, premium pay-per-use services) remain billable to the client's payment method on file
• Access guaranteed while PBS remains operational
• Subject to fair usage policies and platform compliance
• Service transfers to underlying platform provider if PBS ceases operations
• No refunds if PBS discontinues operations
• Non-transferable unless explicitly authorized by PBS in writing
• Subject to same platform rules and intellectual property terms as subscription accounts
• Must comply with all usage policies
• Support provided according to purchased tier specifications

3.7 Partnership Discount Terms

Service discounts available based on subscription tier:

• Essentials Plus ($1,000/month): No additional discounts
• Standard Plus ($2,000/month): Up to 20% OFF additional services
• Deluxe Plus ($3,000/month): Up to 40% OFF additional services
• Enterprise ($4,000/month): Up to 60% OFF additional services
• Premium ($5,000/month): Up to 80% OFF additional services
• Premium Plus ($6,000/month): Up to 100% OFF additional services

Discounts apply only to additional services beyond subscription. Discount rates determined at PBS discretion based on service type. No discount stacking or combining with other promotional offers.

3.8 Performance-Based Partnership Terms

PBS offers performance-based partnership arrangements where service fees are reduced in exchange for an agreed percentage of profits generated through the partnership. These arrangements are subject to the following terms:

• Performance-based partnerships require qualification and approval by PBS
• Service fees are negotiated based on client's business model, industry, and profitability potential
• In exchange for reduced service fees, PBS receives an agreed percentage of profits generated through the partnership
• Profit percentage is negotiated based on the level of service fee reduction provided
• Higher service fee reductions result in higher profit percentage obligations to PBS
• Profit calculations and tracking are managed through PBS performance tracking systems
• Profit payments due within 15 days of profit realization
• Client must provide accurate financial reporting and verification within 7 days of request
• Profit percentage obligations continue for minimum 12 months regardless of service status
• Performance metrics and profit calculations determined exclusively by PBS
• This model aligns PBS incentives with client success - PBS succeeds when client succeeds
• Specific terms documented in individual performance-based partnership agreements

4. PLATFORM AND AUTOMATION

4.1 Platform Usage

All PBSEngine™ plans include core features:

• All PBSEngine™ functionality
• Unlimited marketing funnels
• Unlimited users and contacts
• Call tracking/recording and email marketing
• Unlimited calendars and automation workflows
• AI integrations and unlimited forms
• Unlimited websites and communities
• Unlimited courses and eCommerce store
• Affiliate manager and live chat widgets
• Client portal and unlimited domains
• Digital agreements and media hosting
• Invoicing and future updates
• AI automation restricted to PBS-managed infrastructure

4.2 AI Processing and Data Usage

Client authorizes PBS to process business data through AI models for automation and service delivery purposes. AI processing costs are based on actual usage and model complexity. Client retains data ownership while granting processing rights necessary for service delivery.

4.3 Technical Infrastructure

PBS manages all technical infrastructure including cloud hosting, database management, AI processing, and system integration on client's behalf. Monthly infrastructure costs scale with usage and system complexity.

4.4 Service Continuity

• Data backup provided during active service period
• Transition assistance available upon request for subscription services
• AI automation systems continue operating during paid infrastructure period
• Data retention as per privacy policy requirements

5. INTELLECTUAL PROPERTY AND SYSTEM OWNERSHIP

5.1 PBS Proprietary Systems and Licensed Use

All systems, tools, automations, websites, AI agents, workflows, integrations, and any other technical implementations created, developed, configured, or customized by PBS for or on behalf of the client ("PBS-Built Assets") remain the exclusive property of Prime Business Systems. Client acknowledges and agrees to the following:

• PBS-Built Assets include but are not limited to: AI automation systems, conversational AI agents, voice AI implementations, workflow automations, marketing funnels, websites, landing pages, CRM configurations, integration setups, custom code, scripts, templates, and any derivative works thereof
• Client is granted a limited, non-exclusive, non-transferable, revocable license to use PBS-Built Assets solely in connection with their active PBS subscription or service agreement
• This license automatically terminates upon cancellation, termination, or expiration of the client's subscription or service agreement
• Client may not copy, reproduce, modify, reverse engineer, decompile, disassemble, distribute, sell, sublicense, or transfer any PBS-Built Assets
• Client may not export, download, or extract PBS-Built Assets for use outside the PBS platform
• Client may not engage third parties to replicate, recreate, or develop similar systems based on PBS-Built Assets
• PBS reserves the right to use similar methodologies, frameworks, and approaches in serving other clients

5.2 Website and Digital Property Ownership

Websites, landing pages, and digital properties developed by PBS are owned by PBS and licensed to the client under the following terms:

• All website designs, code, graphics, layouts, and configurations created by PBS remain PBS property
• Client is granted a license to operate and display the website during active subscription
• Websites are hosted on PBS-managed infrastructure and cannot be transferred to external hosting
• Client-provided content (text, images, logos) remains client property but is licensed to PBS for display
• Upon termination, website access is revoked and the site may be taken offline
• Client may export their own content (text, images) but not site structure, design, or code

5.3 AI Systems and Automation Ownership

Custom AI systems, automation workflows, and intelligent agents developed by PBS are proprietary PBS technology:

• AI agent personalities, scripts, decision trees, and training data configurations are PBS intellectual property
• Automation workflows, triggers, sequences, and logic structures are PBS intellectual property
• Integration configurations connecting client systems are PBS intellectual property
• Client business data processed through these systems remains client property
• PBS retains the right to utilize learnings and methodologies from client implementations
• Systems cease operation upon subscription termination without data or system export

5.4 Client Data Ownership

Client retains ownership of their business data throughout the service period:

• Contact lists, customer records, and lead information remain client property
• Transaction history and business metrics remain client property
• Client-created content and communications remain client property
• Data export available during active subscription period upon request
• PBS maintains service delivery access to data during active service period
• Data stored on secure, enterprise-grade infrastructure

5.5 Post-Termination Rights

Upon termination of services, the following provisions apply:

• Client license to use PBS-Built Assets terminates immediately
• PBS may disable, remove, or repurpose all PBS-Built Assets
• Client data export period of 30 days provided upon request
• No transfer of automation systems, AI agents, or workflows
• No access to PBS proprietary methodologies or system architectures
• Confidentiality obligations regarding PBS intellectual property survive termination

6. CLIENT RESPONSIBILITIES AND COLLABORATION REQUIREMENTS

6.1 Client Engagement Obligations

The successful delivery of PBS services requires active collaboration between PBS and the client. By engaging PBS services, client acknowledges and agrees to the following participation requirements:

• Client shall designate a primary point of contact authorized to make decisions and provide approvals
• Client shall respond to PBS communications, requests for information, and approval requests within five (5) business days unless otherwise agreed
• Client shall provide accurate, complete, and timely information necessary for service delivery
• Client shall attend scheduled strategy calls and planning sessions as established in their service agreement
• Client shall provide access to necessary accounts, systems, and credentials in a timely manner
• Client shall review and provide feedback on deliverables within agreed timeframes
• Client shall communicate any changes to business objectives, priorities, or requirements promptly

6.2 Communication and Response Standards

Client agrees to maintain reasonable communication and response standards:

• Routine communications: Response within five (5) business days
• Approval requests: Response within five (5) business days
• Urgent matters: Response within forty-eight (48) hours
• Scheduled meetings: Attendance or 24-hour advance notice of rescheduling
• Critical decisions: Response within timeframe specified in the communication

6.3 Consequences of Non-Responsiveness

Client acknowledges that failure to meet collaboration requirements may impact service delivery. The following provisions apply to non-responsive clients:

• Project timelines may be extended proportionally to client response delays
• PBS is not liable for delays, reduced performance, or missed objectives resulting from client non-responsiveness
• After fifteen (15) days of unresponsiveness, PBS may pause active project work
• After thirty (30) days of unresponsiveness, PBS may consider the project scope complete as delivered
• No refunds or credits provided for delays caused by client non-responsiveness
• Performance metrics and service level expectations are suspended during periods of client non-responsiveness
• Client waives claims against PBS for underperformance attributable to client engagement failures

6.4 Good Faith Collaboration

Both parties agree to engage in good faith collaboration throughout the service relationship:

• Client agrees to provide honest and constructive feedback
• Client agrees to communicate concerns or issues promptly rather than allowing problems to escalate
• Client agrees to work collaboratively with PBS team members toward shared objectives
• PBS agrees to communicate proactively about project status, challenges, and recommendations
• Both parties agree to address disagreements professionally and constructively

7. COMPLIANCE AND REGULATORY RESPONSIBILITY

7.1 Industry Compliance

Client is responsible for ensuring AI automation activities comply with industry-specific regulations. PBS implements standard security measures and best practices but client must verify compliance with sector-specific requirements including HIPAA, financial regulations, and professional licensing requirements.

7.2 Platform Compliance

All services must comply with AI platform usage policies, and applicable automation platform requirements. Client responsible for maintaining compliant usage during service period.

8. LIMITATION OF LIABILITY

8.1 Service Disclaimer

• No guaranteed outcomes or specific business results
• Market-dependent performance and industry variables
• Best-effort service delivery within industry standards
• No liability for external market conditions or platform changes

8.2 Technical Limitations

• No liability for service interruption due to technical issues
• Best-effort resolution of technical problems
• No compensation for system downtime or technical difficulties
• Force majeure exclusions for external technical failures

8.3 AI System Limitations

AI systems require proper data input and market conditions for optimal performance. PBS not liable for AI model limitations, market changes affecting performance, or results dependent on external factors beyond PBS control.

9. CONFIDENTIALITY

9.1 Information Protection

• Mutual confidentiality obligation for all business information
• Service methodology and framework protection
• Client data protection throughout service period
• Proprietary information security maintained

9.2 Disclosure Limitations

• Required by law exception for legal compliance
• Public domain information not subject to confidentiality
• Previously known information exempted from confidentiality
• Independently developed information not covered

9.3 Client Confidentiality and Project Protection

• Strict confidentiality protection for all client engagements and business data
• Non-disclosure of implementation details, strategies, and competitive advantages
• Client business data treated as strictly confidential trade secrets
• Comprehensive work product protection to maintain client competitive edge
• No public references to client relationships without formal written authorization
• Client success metrics and performance data kept strictly confidential
• Industry-specific implementation details never shared between clients
• Public case studies and testimonials require explicit opt-in authorization
• No sharing of client business strategies even in anonymized format
• Confidentiality provisions survive termination of services

10. MODIFICATIONS

10.1 Service Changes

• Right to modify services with 30-day notice for material changes
• Continuous improvement updates provided without notice
• Platform evolution and feature enhancement ongoing
• AI system updates and optimization included

10.2 Terms Updates

• Right to modify terms with notice of significant changes
• Continued use implies acceptance of updated terms
• Previous versions available on request
• Material changes communicated via email

11. TERMINATION

11.1 Termination Rights

• 30-day notice requirement for subscription services
• Payment obligations continue through notice period
• Data export period provided for subscription services
• AI automation systems continue during paid infrastructure period

11.2 Post-Termination

• Data retention period as specified in privacy policy
• Final export opportunity for subscription services
• Account closure process for terminated services
• AI system and automation deactivation upon subscription cessation
• License to PBS-Built Assets terminated immediately
• No transfer of PBS intellectual property or systems

12. GOVERNING LAW

12.1 Jurisdiction

• Delaware law governs without regard to conflicts of law principles
• Exclusive jurisdiction in Delaware courts
• Dispute resolution through arbitration when required
• Venue selection for legal proceedings

12.2 Enforcement

• Severability of provisions if any found unenforceable
• Waiver limitations and entire agreement clause
• Amendment requirements for any changes
• Integration clause for complete agreement

13. CONTACT INFORMATION

For all service-related matters:

14. ACCEPTANCE

By using PBS services, making any payment, or accessing our systems, you acknowledge reading, understanding, and agreeing to these Terms of Service. These Terms constitute the entire agreement between you and PBS regarding your use of our services.