Engagement Terms

The terms under which Syncrony Inc. engages with its clients: how work is requested, priced, billed, scheduled, and delivered.

1. Preamble and Definitions

This document sets out the terms under which Syncrony Inc. ("Syncrony") engages with its clients. It describes how work is requested, priced, billed, scheduled, and delivered; how infrastructure is owned and managed; how intellectual property flows between the parties; and the service-level targets Syncrony endeavours to meet. These terms take effect September 1, 2026 and replace all prior Syncrony engagement policies from that date forward. Later updates are governed by section 16.2.

For the purposes of this document, the following definitions apply:

• Syncrony. Syncrony Inc., a corporation incorporated in the province of Nova Scotia, Canada.
• Client. The company or individual engaging Syncrony's services under these terms.
• Client Portal. The web application Syncrony provides to Clients for tickets, approvals, time records, invoices, and messaging, currently at portal.syncrony.ca.
• Authorized User. Any person the Client permits to access the Client Portal on its behalf.
• Retainer. A block of prepaid hours held on the Client's account and applied to requested work as it is completed.
• Ticket. An entry in the Client Portal representing a request for work.
• Scope Approval. The Client's confirmation within the Client Portal that the scope, estimate, and any design for a given Ticket have been reviewed and accepted.
• Change Order. A Ticket that records a material alteration requested by the Client to the scope, design, or deliverables of an existing Ticket after Scope Approval. A Change Order is not a separate kind of record; it is an ordinary Ticket, linked to the original and labelled as a change so both parties can see it.
• Priority Request. A Client-requested expedited delivery timeline for a specific Ticket, subject to Syncrony's approval and availability.
• AI Strategy Session. A scheduled meeting dedicated to guidance on AI tooling, strategy, or implementation, billed as described in section 4.
• Policies. These Engagement Terms together with the Syncrony Privacy Policy.

2. Services Provided

Syncrony's primary practice is custom software development: designing, building, deploying, and maintaining bespoke web applications, mobile applications, APIs, automations, and integrations on behalf of its clients.

In addition to custom development, Syncrony provides workflow design and development on third-party low-code platforms, including Podio and Tape, as well as API integrations between these and other systems.

Syncrony also offers AI Strategy Sessions, a specialized advisory service covering AI tooling (including Claude Code and MCP servers), agentic workflow design, prompt engineering, and direct assistance with AI-enabled development. AI Strategy Sessions are governed by the pricing in section 4 and require an active retainer with Syncrony.

Syncrony reserves the right to decline work that falls outside its areas of practice or that would require Syncrony to take positions inconsistent with its professional judgment.

3. Retainer Model and Pricing

Syncrony engages on a retainer basis. Clients purchase hours in advance; Syncrony applies those hours to work as it is completed. Retainer hours can be used for any of Syncrony's services, including system design, consulting, workflow development, API integrations, and custom software development, subject to the billing mechanics in section 4.

Having hours available in a retainer does not guarantee immediate engagement. All work is scheduled in consultation with Syncrony and must fit within the practice's existing development commitments.

3.1 Hourly Rates

The rates below apply to all hours purchased on or after September 1, 2026. All amounts are in United States Dollars (USD).

3.2 Custom Projects

Engagements estimated to require more than 25 hours of work on a single deliverable may be quoted as a separate fixed-scope project, with its own timeline, deposit schedule, and terms. These project engagements are executed under a separate agreement that incorporates these Engagement Terms by reference, with only those modifications necessary to reflect the project-specific arrangements.

3.3 Hour Expiration

Hours purchased on or after September 1, 2026 expire twelve (12) months from the date of purchase. Unused hours at the end of this period are forfeited. Hours purchased prior to September 1, 2026 remain subject to the no-expiration policy in effect at the time of their purchase.

3.4 Prepayment

All hours must be paid in full prior to being applied to the Client's account. Syncrony does not offer post-billing or credit terms on retainer hours.

3.5 No Refunds

3.6 Pause on Zero Balance

When a Client's retainer balance reaches zero, work on all open Tickets pauses until additional hours are purchased. Syncrony will communicate this to the Client and will resume work promptly upon receipt of payment for new hours.

4. Billing Mechanics and Multipliers

Time is logged in five-minute (0.08 hour) increments. All time Syncrony spends on the Client's behalf is billable, whether spent on development, design, consultation, meetings with the Client, or meetings with third-party partners on the Client's behalf.

4.1 Third-Party Platform Liaison (1.5×)

Time spent diagnosing issues on, or liaising with the support teams of, third-party platforms Syncrony does not own or control (including but not limited to Podio and Tape) is billed at a 1.5× multiplier: each hour of liaison work consumes 1.5 hours from the Client's retainer. This multiplier reflects the inherent unpredictability of third-party support work: managing concurrent email chains, threading through vendor support processes, and accommodating support demands that arrive without notice and disrupt scheduled work. The cost driver is the inconsistency, not merely the time or expertise required.

Clients always retain the option to engage third-party support directly themselves. Syncrony provides this service because it is typically faster and more effective given our experience, but it is not the only path available to the Client.

4.2 Priority Service (1.5×)

Clients may request expedited delivery on specific work. Priority service is subject to Syncrony's approval and to availability, which fluctuates based on existing commitments; Syncrony cannot guarantee that any particular request can be accommodated. When accepted, Priority work is billed at a 1.5× multiplier, each hour of Priority work consuming 1.5 hours from the retainer, and is subject to the compressed delivery target described in section 5.

4.3 Short-Notice Meetings (1.25×)

Meeting time scheduled with less than 24 hours of advance notice is billed at a 1.25× multiplier, each hour of short-notice meeting time consuming 1.25 hours from the retainer, when Syncrony is able to accommodate the request. No guarantees are made regarding availability for short-notice meetings; the multiplier reflects the disruption to scheduled work required to create time on short notice.

4.4 AI Strategy Sessions (2.5×)

Dedicated meetings on AI topics, including but not limited to guidance on Claude Code, MCP server architecture, agentic workflow design, prompt engineering, and direct assistance with the Client's own AI development, are billed as AI Strategy Sessions at a 2.5× multiplier: each hour of an AI Strategy Session consumes 2.5 hours from the Client's retainer.

Retainer required. AI Strategy Sessions consume retainer hours like any other work. Clients without an active retainer must purchase one before booking a session. The 2.5× multiplier applies to every AI Strategy Session regardless of the rate at which the underlying retainer hours were purchased.

5. Service Levels: Targets, Not Guarantees

The sole exception to the foregoing is Priority service, which carries a specific remedy if the associated target is missed (described in section 5.5).

5.1 Response Target

Syncrony aims to respond to all Tickets, whether new or ongoing, within 48 hours of receipt during standard business hours (see section 7.3).

5.2 Delivery Targets

• Work estimated at fewer than 15 hours: 3 calendar weeks
• Work estimated at 15 or more hours: 6 calendar weeks
• Priority-approved work (per section 4.2): 1 to 3 calendar weeks, depending on scope

5.3 When the Clock Starts

The delivery-target clock begins when three conditions have been met: (a) the scope of work has been approved by the Client within the Client Portal; (b) any design work required to reach Scope Approval has been completed and signed off; and (c) the work has been scheduled by Syncrony and that scheduling has been confirmed to the Client. Delivery targets are measured in calendar weeks from the scheduling confirmation.

5.4 Change Orders Reset the Clock

Any Change Order submitted by the Client, that is, any material alteration to the scope, design, or deliverables after Scope Approval, resets the delivery-target clock. The new clock runs from the date the Change Order Ticket is approved and re-scheduled.

5.5 Priority Remedy

If Syncrony accepts Priority service for a specific Ticket and subsequently fails to deliver within the Priority target range, Syncrony will credit the Priority multiplier, the 0.5-hour premium consumed per hour of Priority work, back to the Client's retainer. In practical terms, the Client is charged only standard hours (one hour per hour of work) on Priority work that misses the Priority target.

No comparable remedy applies to the standard delivery targets in section 5.2; those are best-effort and are not enforceable commitments.

6. Scope, Design, and Change Management

Syncrony engages on a scope-first basis. No work is scheduled or executed before its scope has been reviewed by the Client and approved within the Client Portal.

Some work requires a design phase before scope can be finalized. Design work is itself billable retainer time. Syncrony will make regular efforts to reach out to the Client for clarification as design progresses. The Client is responsible for responding to these questions in a timely manner; delays caused by slow Client responses are the Client's responsibility and may affect delivery targets.

A Change Order is any material alteration requested by the Client to the scope, design, or deliverables of a Ticket after Scope Approval. Syncrony records each Change Order as its own Ticket in the Client Portal, linked to the original, so that the change and its estimate are visible and approved in the same way as any other work. No work on a Change Order is performed before the Client approves that Ticket. As described in section 5.4, Change Orders reset the delivery-target clock for the affected work.

7. Engagement, Communication, and the Client Portal

7.1 Tickets Are the Authoritative Record

Syncrony frequently creates Tickets on behalf of Clients to capture requests raised through other channels. In those cases, the Client must confirm the Ticket within the Client Portal, reviewing the scope, estimate, and any design, before Syncrony will commence work. That confirmation, captured and time-stamped within the Client Portal, serves as the authoritative record of the Client's directive and the authoritative basis for billing.

Other channels (email, chat, phone) remain acceptable for ongoing discussion, clarification, and general communication. However, anything that directs Syncrony to perform work must be converted to a Ticket and confirmed by the Client in the Client Portal before work begins.

7.2 Time Transparency

Syncrony provides each Client with access to the Client Portal displaying how retainer time has been used, broken down by Ticket and date, together with the current balance of the retainer. If a Client disputes this record, Syncrony will make such adjustments as are necessary to reach consensus on how time has been used.

7.3 Availability

Syncrony's standard availability is 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding Canadian statutory holidays. Availability outside this window is not guaranteed.

7.4 Client Portal Accounts and Authorized Users

The Client is responsible for every action taken in the Client Portal by its Authorized Users. A Scope Approval, Change Order approval, message, or purchase made by an Authorized User binds the Client as if made by the Client directly.

Authorized Users with the administrator role may add and remove other Authorized Users for their company themselves. Each Client account is limited to five (5) Authorized Users. Clients who need more should contact Syncrony. The Client is responsible for removing users who leave its organization and for keeping login credentials confidential.

7.5 Acceptable Use of the Client Portal

Authorized Users may use the Client Portal only for the Client's engagement with Syncrony. Authorized Users must not attempt to access another Client's data, probe or disrupt the Client Portal or its infrastructure, or upload content that is unlawful or that infringes third-party rights. Syncrony may suspend an account that breaches this section and will notify the Client when it does.

7.6 Client Portal Availability

Syncrony aims to keep the Client Portal available at all times but does not guarantee uninterrupted access. Planned maintenance will be announced in the portal where practical. Unavailability of the Client Portal does not relieve the Client of any obligation under these terms, and Syncrony is not liable for losses arising from portal downtime.

7.7 Recorded Acceptance

The Client Portal records which edition of these terms (by "last updated" date) each Authorized User has accepted and when. That record is the authoritative evidence of acceptance for the purposes of these terms.

8. Payment Terms

All retainer hours must be prepaid in full before being applied to the Client's account. Syncrony does not offer post-billing, invoicing after work, or credit terms on retainer hours.

8.1 Accepted Payment Methods

• ACH or wire transfer. Client-initiated. Payments are typically received within a few business days of initiation.
• Credit card. Available for Clients who prefer this method. Credit card payments incur a 5% surcharge to cover processing and related costs.

8.2 Taxes

Depending on the Client's province, state, or country of residence, taxes may apply to purchases. The Client is responsible for any applicable taxes, and Syncrony's invoices will reflect these as required.

8.3 Suspension for Non-Payment

Work is suspended during any period in which the Client's account has an unpaid balance or a zeroed retainer. Work resumes promptly upon receipt of payment.

9. Infrastructure and Vendors

9.1 Current Vendors

Syncrony currently uses the following vendors to deliver its services:

• Cloudflare: application hosting, DNS, content delivery network, storage, and edge services
• Neon: managed Postgres, where applicable
• DigitalOcean: application hosting and managed database services, where applicable
• GitHub: source code storage and version control
• Anthropic: AI models and developer tooling, including Claude Code, used in the course of development and in AI deliverables

This vendor list may change from time to time as Syncrony's practice evolves. Clients will be notified in advance of any material change affecting their systems.

9.2 Client-Owned Accounts

Clients must establish all required vendor accounts before work can begin on any project that depends on them. Syncrony will provide guidance on which accounts are required and how to configure them.

9.3 Handoff on Termination

On termination of the engagement, all infrastructure accounts remain with the Client. The ongoing management, payment, and administration of those accounts become the Client's responsibility (or the responsibility of any other developer the Client subsequently engages). Syncrony will assist with access handoff, including revoking Syncrony's own access and transferring administrative control, within any remaining retainer hours. Handoff assistance beyond the Client's remaining hours requires the purchase of additional hours.

10. Code Access and Intellectual Property

Syncrony stores all code written on a Client's behalf in private repositories on GitHub, accessible only to Syncrony personnel.

Syncrony retains all rights in its reusable components, libraries, templates, internal tooling, frameworks, patterns, and general know-how developed in the course of its business, even where these are incorporated into or applied to the Client's deliverables. Nothing in these Engagement Terms transfers ownership of Syncrony's pre-existing or independently developed intellectual property to the Client. Where such components are incorporated into a Client's deliverables, the Client receives a perpetual, non-exclusive licence to use them as part of those deliverables.

If the Client, or a third party acting on the Client's behalf, requests direct access to the Client's code repositories, the request must be made in writing to Syncrony, stating the reason. Syncrony will accommodate reasonable requests.

Data. The Client owns all data at all times. Where Syncrony manages a Client's data on the Client's behalf, whether within a database, application, or third-party platform, this management does not transfer ownership of that data to Syncrony.

11. Confidentiality

Each party may come into contact with the other's non-public information in the course of the engagement. Both parties agree not to disclose the other's non-public information to any third party, except as required to perform under these terms, and to use reasonable care to protect such information from unauthorized disclosure.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without reference to the disclosing party's information; (c) was lawfully received by the receiving party from a third party without obligations of confidentiality; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable advance notice where legally permissible.

Confidentiality obligations under these terms survive termination of the engagement for a period of two (2) years.

12. Warranty and Liability

12.1 Warranty

For the purposes of this section, a "bug" is any unintended or undesirable behavior within a system produced by Syncrony under the engagement.

Bugs determined to be caused by third-party platforms, vendor changes outside Syncrony's control, Client modifications, or the actions of personnel acting on the Client's behalf are chargeable against the Client's retainer, regardless of when they are reported, and are subject to any applicable multiplier (including the third-party platform liaison multiplier in section 4.1 where relevant).

12.2 Limitation of Liability

To the maximum extent permitted by applicable law, Syncrony's total aggregate liability to the Client arising out of or related to the engagement is limited to the fees paid by the Client to Syncrony in the twelve (12) months immediately preceding the event giving rise to the claim.

Syncrony is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, or business interruption, even if Syncrony has been advised of the possibility of such damages.

13. Subcontracting

Syncrony may engage subcontractors to assist in delivering work under these terms. Syncrony remains responsible to the Client for the quality of all subcontracted work and for ensuring that subcontractors are bound by confidentiality obligations substantially similar to those set out in section 11.

Syncrony is not required to disclose the identity of individual subcontractors unless specifically requested by the Client for a legitimate business reason.

Where a separate project agreement or other written commitment between Syncrony and the Client states that Syncrony will not subcontract, or restricts subcontracting in some other way, that commitment prevails for that engagement over this section.

14. Termination

Either party may terminate the engagement at any time, with or without cause, by providing written notice to the other. Electronic formats (email or a Client Portal message) are sufficient.

On termination:

• Any unused retainer hours remain on the Client's account until their expiration under section 3.3. Unused hours are not refunded.
• The Client retains ownership of all delivered code and of all Client data, as described in section 10.
• Syncrony will provide reasonable handoff assistance, including transferring administrative control of infrastructure accounts, revoking Syncrony's own access where required, and producing documentation of the current system state, within the Client's remaining retainer hours. Handoff assistance beyond the Client's remaining hours requires the purchase of additional hours.
• Confidentiality obligations survive termination as described in section 11.
• Warranty obligations for work delivered prior to termination continue as described in section 12.

15. Governing Law and Disputes

These Engagement Terms, and any engagement between Syncrony and a Client under them, are governed by and construed in accordance with the laws of the province of Nova Scotia, Canada, without regard to conflict of laws principles.

Any dispute arising out of or related to these terms or any engagement under them shall be brought exclusively in the courts of the province of Nova Scotia, Canada, and the parties consent to the personal jurisdiction of those courts.

The parties agree to first attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings.

16. Miscellaneous

16.1 Entire Agreement

These Engagement Terms, together with the Privacy Policy, any Ticket-specific scope, approved Change Orders, and any separate project agreement that incorporates these terms, constitute the entire agreement between Syncrony and the Client with respect to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements, whether written or oral.

16.2 Changes to These Terms

Syncrony may update these Engagement Terms from time to time. When it does:

• The updated terms are published at syncrony.ca/terms and in the Client Portal, with a new "last updated" date.
• Syncrony will notify Clients of material changes by email to the addresses on file and by notice in the Client Portal, at least fourteen (14) days before the changes take effect, unless a change is required by law or is needed to address a security issue, in which case it may take effect immediately.
• Syncrony may require Authorized Users to accept the updated terms in the Client Portal before continuing to use it.
• Continuing to use the Client Portal, or purchasing retainer hours, after the effective date of updated terms constitutes acceptance of those terms.
• Retainer hours already purchased keep the pricing and expiration rules in effect when they were purchased. All other provisions of the updated terms apply to the engagement from their effective date.

A Client who does not agree to updated terms may terminate the engagement under section 14 before the effective date.

16.3 Force Majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, labor disputes, power failures, internet outages, or failures of third-party platforms or vendors.

16.4 Severability

If any provision of these Engagement Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect, and the invalid or unenforceable provision will be replaced with an enforceable provision that most closely reflects the intent of the original.

16.5 No Waiver

No failure or delay by either party in exercising any right under these terms operates as a waiver of that right. No single or partial exercise of any right precludes any further exercise of that or any other right.

16.6 Notices

Notices under these Engagement Terms may be delivered by email to the addresses on file for each party, or through the Client Portal. Either party may update its notice address by providing written notice to the other.

16.7 Privacy

Syncrony's collection and use of personal information in the course of an engagement is described in the Syncrony Privacy Policy at syncrony.ca/privacy, which forms part of the Policies.

Syncrony Inc. · Bridgetown, Nova Scotia, Canada · [email protected]