Terms, Policies
& How We Work

Master Services Agreement

The core legal framework governing all work between Simpolar and its clients. Individual engagements are governed by a signed SOW referencing this agreement.

Key Terms

The MSA covers intellectual property ownership, confidentiality, indemnification, limitation of liability, and the governing terms for all SOWs.

Payment & Non-Payment

All invoices are due net-30 from the invoice date unless otherwise specified in the applicable SOW. Clients may dispute individual line items in writing within 14 days; undisputed amounts remain due. If any undisputed invoice is unpaid after its due date, Simpolar reserves the right to:

• Immediately suspend all active Services across all SOWs, regardless of which invoice is overdue
• Immediately suspend or terminate access to all Third-Party Products and resold licenses managed by Simpolar on the client's behalf
• Accelerate and invoice all remaining committed Licensing Costs in full
• Charge late fees at 1.5% per month (18% annually) on overdue balances
• Place the account on credit hold, suspending acceptance of new SOWs
• Pursue collection costs including reasonable attorneys' fees

Intellectual Property

All Work Product created by Simpolar remains the property of Simpolar. Clients receive a non-exclusive, royalty-free license for internal business use during and after the term. If a SOW expressly states that a specific custom Deliverable will be client-owned, ownership transfers only upon full payment and excludes Simpolar's reusable tools, templates, methodologies, and frameworks. Client Data remains the client's property. Simpolar does not use Client Data to train AI models without express written consent.

Liability Cap

Except for indemnification obligations, confidentiality breaches, and Client payment obligations (including Licensing Costs), liability is capped at aggregate fees paid across all active SOWs in the 90 days preceding a claim. Neither party is liable for indirect, consequential, or punitive damages.

Governing Law

This Agreement is governed by Wyoming law. Disputes are resolved in the state courts of Sheridan County, Wyoming, or the U.S. District Court for the District of Wyoming if federal jurisdiction applies. Both parties waive the right to jury trial. A 30-day good-faith negotiation period precedes litigation, except for IP, confidentiality, or non-solicitation matters where immediate injunctive relief may be sought without that process.

Term & Termination

• Either party may terminate for cause on 30 days' written notice of uncured material breach; non-payment is a material breach
• Either party may terminate without cause on 60 days' notice, which does not automatically terminate active SOWs
• All committed Licensing Costs remain due through their subscription end dates regardless of termination

SOW & Quote Terms

How individual engagements are scoped, priced, and executed. Quotes accepted in writing constitute binding SOWs.

Each engagement is documented via a Statement of Work (SOW) or Quote that references the MSA. A SOW becomes binding when accepted in writing by an Authorized Client Representative — including via electronic signature, email confirmation, portal approval, or payment.

What Every SOW Includes

• Scope of Services or Deliverables, assumptions, and exclusions
• Project type: Fixed/Milestone, Time & Materials, Hourly Maintenance & Support, Managed Services, or Licensing/Resale
• Fees and payment milestone schedule; if silent, net-30 under MSA Section 3.2 applies
• Term, completion date, and renewal or cancellation terms
• Client access, resource responsibilities, and decision-maker requirements
• Any Third-Party Products, Licensing Costs, and vendor commitment terms
• Any AI Services and applicable third-party platforms

Project Types

Acceptable Use Policy

What clients may and may not do with Simpolar-delivered systems and services.

These rules apply to all Simpolar-delivered platforms, integrations, AI tools, and managed services.

Permitted Use

• Use of Services for lawful internal business purposes as described in your SOW
• Access by authorized personnel and contractors bound by comparable confidentiality obligations
• Integration with client-owned systems as documented and approved by Simpolar

Prohibited Use

• Sublicensing, reselling, or providing Services to third parties without Simpolar's written consent
• Reverse engineering, decompiling, or attempting unauthorized access to any Service component
• Using Services to transmit unlawful, harassing, defamatory, or infringing content
• Circumventing, disabling, or interfering with security features
• Using AI Services to generate content that violates applicable law, third-party rights, or the AI Services Policy
• Sharing access credentials with unauthorized parties
• Exporting Services, software, or technical data in violation of applicable export control laws

Simpolar may immediately suspend Services upon discovery of a material Acceptable Use violation, pending investigation and remediation.

AI Services Policy

How Simpolar uses AI in its services, what clients should know about AI-generated outputs, and data handling in AI-enabled workflows.

AI Tools We Use

Simpolar's delivery may involve AI capabilities from third-party platforms including but not limited to Microsoft Azure OpenAI, Anthropic Claude, Microsoft Copilot, and Power Automate AI features. The applicable platforms are identified in the relevant SOW.

Nature of AI Outputs

AI-generated outputs are probabilistic. They are not guaranteed to be accurate, complete, current, or free of error. AI outputs may:

• Contain factual inaccuracies or hallucinations
• Reflect the training data and limitations of the underlying model
• Change as underlying models are updated by third-party providers
• Require human review before use in legal, financial, regulatory, or other consequential contexts

Client Responsibility for AI Outputs

Client Data in AI Workflows

• Simpolar will not use Client Data to train or fine-tune third-party AI models without Client's express written consent
• Client Data processed through AI workflows is subject to the applicable third-party platform's data processing terms
• Simpolar implements reasonable technical safeguards appropriate to data sensitivity
• Clients are responsible for ensuring they have lawful basis to submit data to AI-enabled workflows and for compliance with applicable data protection laws of their jurisdiction

Agentic & Automated AI Systems

Where Simpolar delivers agentic AI systems (e.g., automated customer communications, workflow triggers, AI-assisted case management), the client is responsible for:

• Configuring approval and review gates appropriate to the risk level of automated actions
• Monitoring automated outputs for accuracy and compliance
• Maintaining human oversight for any AI-driven communications sent to end customers
• Providing prompt notice to Simpolar of any AI output that causes or risks harm

Privacy Policy

How Simpolar collects, uses, and protects personal and business information.

Information We Collect

Simpolar collects information necessary to deliver Services, including:

• Business contact information (name, email, phone, company, title)
• Technical and system access credentials provided for project delivery
• Client Data submitted in connection with Services
• Communications and correspondence related to engagements
• Website usage data (cookies, analytics) for simpolar.com

How We Use Information

• Delivering and improving Services under your SOW
• Invoicing and account management
• Legal compliance and contract administration
• Communicating about your engagement, including AI-generated status updates
• Aggregate, de-identified analytics to improve our service delivery

Data Sharing

Simpolar does not sell Client Data. We share information only with:

• Subcontractors and resources engaged to deliver your SOW, bound by confidentiality obligations
• Third-party platforms required to deliver Services (identified in your SOW)
• Legal and professional advisors bound by privilege or confidentiality
• Law enforcement or regulators when required by applicable law

Data Retention

Simpolar retains Client Data for the duration of the engagement and for a period of three (3) years thereafter, unless a longer period is required by law or agreed in writing. Upon written request following termination, Simpolar will return or destroy Client Data within 30 days.

Your Rights

Depending on your jurisdiction, you may have rights to access, correct, delete, or restrict processing of your personal data. Submit requests to privacy@simpolar.com. Simpolar will respond within 30 days.

Support

How Simpolar handles support and issue resolution. Simpolar does not offer SLA-driven or severity-tiered support commitments as a standard term.

Simpolar is not a traditional managed service provider and does not commit to contractual SLA response times, uptime guarantees, or severity-based escalation frameworks as standard terms. Support obligations, if any, are scoped and agreed upon explicitly in the applicable SOW.

How Support Works

For issues arising during or after an active engagement, contact your Simpolar account contact directly or reach out to support@simpolar.com. Simpolar will respond based on current workload, engagement priority, and the nature of the issue. Where Third-Party Products are involved (Microsoft, Azure, SaaS platforms), Simpolar will assist with diagnosis and vendor escalation but is not responsible for vendor-side outages or failures.

Vendor & Platform Issues

Third-party vendor outages, platform failures, API changes, service interruptions, or vendor-imposed restrictions are outside Simpolar's control and do not constitute a breach by Simpolar. Simpolar will use reasonable efforts to mitigate impact but is not liable for vendor failures except to the extent caused by Simpolar's gross negligence or willful misconduct.

Third-Party Product & Licensing Terms

How Simpolar procures, resells, and manages third-party software and SaaS licenses on behalf of clients — and what that means for your obligations.

Procurement Model

Vendor EULAs

Use of any Third-Party Product is subject to the applicable vendor's End User License Agreement (EULA). By accepting a SOW that includes Third-Party Products, you agree to comply with all applicable EULAs. Simpolar makes no warranties regarding Third-Party Products. Your remedy for Third-Party Product failures is with the vendor.

License Suspension

Simpolar may suspend or terminate access to Third-Party Products without liability in the event of: client non-payment; client EULA violation; or termination of Simpolar's reseller or partner agreement with the applicable vendor.

Vendor Compensation Disclosure

Simpolar may receive partner compensation, commissions, or referral fees from vendors in connection with Third-Party Products recommended or procured for clients. This does not affect the terms of your SOW or the price you pay unless expressly disclosed.