Status: Approved for publication as the public master agreement. Effective date: July 3, 2020. Last revised: October 29, 2026. Service provider: SarDev LLC, doing business as SarDev AI Labs. Business contact: info@sardev.io
This Customer Service Agreement (the "Agreement") is between SarDev LLC, doing business as SarDev AI Labs ("SarDev"), and the client identified in a signed Statement of Work ("Client"). SarDev and Client may each be a "Party" and together the "Parties." A client engagement is formed only when authorized representatives accept the applicable Agreement and SOW.
1. Definitions
- Deliverable means an item expressly identified for delivery in a signed SOW.
- Services means the professional or managed services described in a signed SOW.
- SOW means a Statement of Work signed or electronically accepted by authorized representatives of both Parties.
- Client Materials means content, data, credentials, branding, instructions, and other materials supplied by or for Client.
- SarDev Materials means SarDev's pre-existing or independently developed tools, templates, processes, know-how, reusable code, and documentation.
- Third-Party Service means a product, platform, model, API, hosting provider, communications carrier, plugin, data source, or other service not controlled by SarDev.
- Change Order means a written change to scope, timing, Deliverables, assumptions, or fees approved by both Parties.
2. Scope of services
SarDev will provide only the Services and Deliverables stated in a signed SOW. Possible services include website development, hosting and care, local SEO, AI receptionist and appointment-setting systems, CRM integration, automation, and custom website or software integration. A proposal, demonstration, estimate, or public webpage is not a commitment to perform services unless incorporated into a signed SOW.
Fixed-fee website development is project work with defined Deliverables and milestones. Recurring managed services are continuing services billed on the renewal cycle stated in the SOW. One does not automatically include the other.
3. Statements of Work and order of precedence
Each engagement must be defined in a signed SOW. Conflicts are resolved in this order:
- a later signed amendment or Change Order that expressly identifies the provision it changes;
- the signed SOW;
- this Agreement;
- the Refund & Cancellation Policy, if incorporated; and
- the Terms of Service only for use of the public website.
The SOW may change a business term but may not silently waive a mandatory legal right. The public website Terms do not replace this Agreement.
4. Client responsibilities
Client will timely provide accurate content, authorized representatives, decisions, approvals, account access, technical information, and other dependencies identified in the SOW. Client is responsible for:
- the legality, accuracy, accessibility, and rights status of Client Materials;
- obtaining consents and permissions required for its industry, customers, employees, calls, messages, recordings, and data;
- reviewing Deliverables and AI-generated or automated output before operational use;
- maintaining appropriate backups and security for systems under Client control;
- paying Third-Party Services owned by Client; and
- identifying industry-specific requirements, including healthcare, financial, insurance, legal, employment, education, emergency, and regulated communications requirements.
Client will not provide production credentials through insecure channels and will promptly revoke access no longer required.
5. Project initiation
Unless the SOW states otherwise, work begins after: (a) signature of the Agreement and SOW; (b) receipt of the required deposit; and (c) receipt of the reasonably required kickoff materials, access, content, and approvals. Delays in these dependencies adjust the schedule.
6. Fees, invoices, deposits, taxes, and expenses
Fees and payment milestones are stated in the SOW. The standard website-development starting terms are:
- starting project price: $1,500;
- 50% initial deposit;
- 50% final balance after completion, testing, and Client approval and before launch or final file transfer;
- seven-page starting scope;
- two consolidated revision rounds;
- target delivery of 15–20 business days after all kickoff items are received;
- additional pages at $100–$350 each depending on complexity and written scope; and
- additional revisions at $85 per hour or an approved fixed-price Change Order.
These figures are not a quote unless repeated in a signed SOW. A deposit is applied to the project and is earned only as supported by completed work, documented work in progress, approved reserved capacity when expressly stated, and authorized nonrecoverable expenses, subject to the Refund & Cancellation Policy and applicable law.
Client is responsible for applicable taxes and approved expenses, excluding taxes on SarDev's net income. Late fees, collection costs, card surcharges, and interest may be charged only if the signed SOW clearly states them and counsel confirms they are lawful.
7. Milestones, review, revisions, and acceptance
The SOW will identify milestones and review periods. Client will consolidate feedback through its authorized representative. The standard website starting scope includes two consolidated revision rounds. Requests outside the approved scope or revision allowance require a Change Order.
Client accepts a Deliverable by written approval, launch authorization, operational use, or another objective method expressly stated in the SOW. Any deemed-acceptance provision, including the review period and consequences of silence, requires counsel and business approval before use. Silence alone does not constitute acceptance unless a signed, enforceable provision clearly says so.
8. Website development
Unless the SOW states otherwise, a standard website engagement begins with seven pages, mobile-responsive implementation, approved branding, contact or inquiry features, basic on-page SEO, appropriate metadata, CMS/blog functionality where included, testing, and launch verification. Specific browsers, devices, performance targets, accessibility standard, analytics, structured data, forms, integrations, content migration, and post-launch support must be identified in the SOW.
SarDev does not guarantee uninterrupted operation, a particular accessibility outcome without an agreed standard and testing scope, or compatibility with future browser or vendor changes.
9. Hosting and maintenance
Hosting, SSL, monitoring, backups, updates, and support are included only when stated in the selected plan or SOW. The standard care-plan range is $75–$250 per month and may include routine updates, monitoring, backups, and up to 30 minutes of minor edits monthly when expressly selected. Additional work is separately scoped and charged.
Client will maintain current billing and ownership information for Client-controlled domains and vendor accounts. Maintenance does not include redesign, new features, emergency remediation caused by Client or third parties, compliance audits, content production, or major upgrades unless the SOW says otherwise.
10. AI automation and human oversight
AI systems can produce inaccurate, incomplete, biased, outdated, or unexpected output. Client must designate human oversight appropriate to the use case. SarDev does not warrant AI accuracy or suitability for high-impact decisions, professional advice, emergencies, or regulated decisions.
The SOW must identify approved models, material data flows, retention settings where known, escalation paths, testing, and prohibited uses. Client must not use a Deliverable to impersonate a person, deceive users, infringe rights, or make unlawful automated decisions.
11. AI voice, calls, texts, and messaging
For AI receptionist, voice, calling, texting, or messaging systems, the SOW must allocate responsibility for:
- prior express consent and prior express written consent where required;
- do-not-call screening and opt-out handling;
- calling-hour and frequency restrictions;
- disclosure that a user is interacting with AI when required or appropriate;
- call-recording notices and all-party consent where applicable;
- caller identification and accurate message content;
- retention of consent and opt-out records;
- emergency-message limitations and immediate human escalation;
- telecommunications, carrier, and messaging-provider rules; and
- industry-specific obligations.
Unless expressly assumed in the SOW, Client controls the audience, purpose, timing, content, consent records, and lawful basis for its communications. SarDev may suspend an automation that appears to create unlawful or material compliance risk.
12. Appointment scheduling
Scheduling integrations depend on Client-provided calendars, availability rules, locations, service areas, durations, and escalation instructions. Client must review appointments and maintain a human method for corrections. SarDev does not guarantee attendance, booking volume, calendar accuracy, or suitability for emergency or urgent services. Automated systems must not represent that an appointment is final when additional confirmation is required.
13. Local SEO and performance claims
Local SEO may include technical configuration, profile support, on-page improvements, content recommendations, citation work, and reporting as stated in the SOW. Search engines and directories control their own rankings, eligibility, policies, indexing, and outages. SarDev does not guarantee rankings, traffic, leads, booked appointments, revenue, or regulatory outcomes. Client is responsible for truthful claims, licenses, locations, hours, and service-area information.
14. CRM and custom integrations
Integrations depend on Third-Party Services, documented APIs, credentials, rate limits, data quality, and vendor policies. Client must identify its system of record and approve field mappings, retention, access roles, and test data. Changes by a third party may require additional work. SarDev does not control third-party availability or backward compatibility.
15. Change orders
Either Party may request a change. SarDev need not begin changed work until the Parties approve the impact on scope, Deliverables, fees, assumptions, and schedule in writing. Informal discussions do not amend the SOW.
16. Intellectual property
Client retains Client Materials. SarDev retains SarDev Materials. Subject to full payment of undisputed earned amounts and the signed SOW, SarDev grants or assigns rights in custom final Deliverables only to the extent stated in the SOW.
SarDev Materials incorporated into a Deliverable are licensed, not transferred, under a nonexclusive license sufficient for Client to use the final Deliverable for its stated business purpose. Third-party and open-source materials remain subject to their own terms. The SOW must identify any known material restrictions.
AI-generated material may not qualify for copyright protection to the same extent as human-authored expression. Neither Party promises that AI output is exclusive or registrable. Client must review output for infringement, publicity, privacy, and accuracy risks before publication.
17. Client content, data, and permissions
Client represents that it has the rights and lawful authority necessary for Client Materials and instructions. Client will not submit sensitive data beyond the approved scope. The Parties will identify data categories, roles, retention, deletion, subprocessors, and any required data-processing terms before production use.
18. Confidentiality
Each Party will use the other Party's nonpublic information only to perform or receive the Services and will protect it using reasonable safeguards. Confidential information excludes information that is public without breach, already lawfully known, independently developed, or lawfully received without a duty of confidentiality. Required disclosures may be made after legally permitted notice. These duties continue while the information remains confidential; trade-secret obligations continue for so long as the information qualifies as a trade secret under applicable law.
19. Privacy, security, and incidents
Each Party is responsible for systems and credentials it controls. SarDev will use reasonable safeguards appropriate to the agreed Services but does not promise absolute security. Client must promptly report suspected compromise affecting the Services.
The SOW must allocate incident investigation, containment, notice, remediation, costs, evidence preservation, and regulatory or customer communications. No Party may issue a public statement naming the other without authorization unless legally required. A data-processing addendum may be required.
20. Third-Party Services
Third-Party Services may impose separate terms, fees, usage limits, data practices, licenses, and policy changes. Unless the SOW says otherwise, Client is responsible for accepting terms and maintaining accounts it owns. SarDev is not responsible for a third party's outage, suspension, security event, model behavior, price change, or discontinued feature, but will provide the transition assistance stated in the SOW.
21. Compliance responsibilities
Each Party will comply with laws applicable to its own conduct. Client is responsible for its business operations, industries, customers, marketing claims, communications, content, licenses, and use of Deliverables. SarDev is responsible for performing the agreed Services in accordance with the signed documents.
No Deliverable is legal, medical, financial, employment, insurance, or other regulated professional advice. Client must obtain qualified review for regulated uses.
22. Delays, dependencies, and force majeure
Schedules depend on timely Client performance and Third-Party Services. SarDev may adjust milestones for Client delay, approved scope change, vendor outage, security event, or an event beyond reasonable control. The affected Party will provide reasonable notice and mitigation when practical. Payment remains due for completed work and authorized expenses.
23. Refunds and cancellations
The Refund & Cancellation Policy applies when incorporated by the SOW. A signed SOW may contain project-specific cancellation terms consistent with the order of precedence and mandatory law.
24. Termination and transition
Either Party may terminate for uncured material breach after the notice and cure period stated in the SOW. Immediate suspension or termination may be permitted for unlawful use, security threats, abuse, fraud, or material nonpayment. Termination does not erase rights or obligations that accrued beforehand.
On termination, SarDev will provide the Deliverables, exports, or transition assistance required by the SOW after the financial reconciliation. Additional transition work is billed only at an approved rate. Client is responsible for replacement hosting, vendors, and credentials.
25. Warranties and disclaimers
SarDev warrants only that it will perform the Services in a professional and workmanlike manner consistent with the signed scope. Any correction period must be stated in the SOW. Except for express written warranties and rights that cannot be disclaimed, Deliverables and Services are provided on an "as is" and "as available" basis.
SarDev does not guarantee search ranking, lead count, booked appointments, revenue, uninterrupted service, third-party availability, AI accuracy, legal compliance outcomes, or freedom from every defect or security risk.
26. Liability
Liability under this Agreement is determined by applicable law and any express provision in the signed SOW. This master Agreement does not create a separate numeric liability cap or waive liability that cannot lawfully be limited. A project-specific cap or damages exclusion is effective only when clearly stated in the signed SOW or a later signed amendment.
27. Indemnification
This master Agreement does not create a stand-alone indemnity. Any obligation to defend or indemnify claims arising from Client Materials, unlawful instructions, infringement, data processing, communications, SarDev Deliverables, or breach must be expressly stated in the signed SOW or a later signed amendment, including the process for notice, defense, cooperation, and settlement.
28. Disputes, governing law, and venue
The Parties will first attempt good-faith business resolution through authorized representatives. This Agreement is governed by Alabama law, without regard to conflict-of-laws principles, except where mandatory law requires otherwise. Any court proceeding must be brought in a court of competent jurisdiction located in Madison County, Alabama, unless applicable law requires another forum. This master Agreement does not require arbitration, waive jury trial, impose class-action restrictions, or shift attorney fees unless a signed SOW or amendment expressly states otherwise.
29. Electronic notices and signatures
The Parties may sign electronically and exchange electronic records where permitted by applicable law. Operational notices may use the contacts in the SOW. Formal legal notices to SarDev must be sent to 512 Chateau Dr SW, Huntsville, Alabama 35801. An email copy to info@sardev.io is recommended. Client notices must be sent to the address and email stated in the signed SOW. A signed SOW may specify additional delivery methods.
30. General terms
Any amendment or waiver must be in a signed writing by authorized representatives. Neither Party may assign the Agreement except as approved in the signed terms or by law. If a provision is unenforceable, it should be modified only to the minimum extent necessary, without affecting the remainder. Provisions intended by their nature to survive will survive, including payment, ownership, confidentiality, limitations, and dispute provisions to the extent enforceable.
The signed Agreement and SOW are the entire agreement for the engagement and supersede prior discussions on the same subject. Headings are for convenience. Failure to enforce a term once is not a continuing waiver.
31. Contact and signatures
SarDev legal entity: SarDev LLC Trade name: SarDev AI Labs Business contact: info@sardev.io Official notice address: 512 Chateau Dr SW, Huntsville, Alabama 35801 Governing law and venue: Alabama law; courts located in Madison County, Alabama
This public master does not identify or bind a particular client by itself. Client-specific signature or electronic-acceptance records and the applicable SOW must be completed for each engagement.