Terms and Conditions
Effective Date: October 7, 2025
This website, www.silvaautomation.com (the "Site"), and the services offered through it, are owned and operated by Silva Automation. By accessing or using our Site and services, you agree to be bound by these Terms and Conditions ("Terms").
1. Description of Services
Silva Automation provides business-to-business automation services, including workflow development, system integration, and process optimization. The specific scope of work for each project will be outlined in a separate Service Agreement and Project Proposal, which are incorporated into these Terms by reference.
2. Client Obligations
You agree to use our Site and services only for lawful purposes and in compliance with all applicable federal, state, and local laws. You agree to provide accurate, complete, and timely information, materials, and feedback necessary for the performance of the services. Client acknowledges that failure to do so may result in project delays or timeline extensions, for which Silva Automation shall not be held responsible.
Project Abandonment:
If the Client fails to provide necessary feedback, materials, or communication for a continuous period of 30 days without prior notice, Silva Automation reserves the right to pause the project. If non-communication extends to 60 days, the project may be considered abandoned. In this event, the initial deposit will be forfeited, and all work completed to date will be billed at our standard hourly rate.
3. Intellectual Property Rights
Upon full and final payment by the Client, Silva Automation grants and assigns to the Client all right, title, and interest in the custom deliverables created specifically for the Client under the applicable Service Agreement ("Custom Work Product"). The Custom Work Product includes the final source code, workflow configurations, databases, and project documentation.
Silva Automation retains ownership of all pre-existing intellectual property, including but not limited to proprietary tools, libraries, frameworks, methodologies, templates, know-how, and any code or materials not created specifically for the Client ("Pre-Existing IP"). Client is granted a non-exclusive, royalty-free, perpetual license to use any Pre-Existing IP solely to the extent it is embedded in or necessary for the operation of the Custom Work Product.
4. Payments, Fees, and Hawaii General Excise Tax (GET)
Payment Structure:
- All services are provided on a fixed-price basis as outlined in your Project Proposal
- A 50% deposit is due upon signing the Service Agreement before work begins
- A 50% final payment is due upon project completion and delivery of all agreed-upon deliverables
- All prices are quoted in United States Dollars (USD)
Hawaii General Excise Tax (GET):
As a business operating in Hawaii, we are required to collect Hawaii General Excise Tax (GET) at a rate of 4.5%. This will be added as a separate line item to all invoices.
Payment Methods:
We accept payment via bank transfer (ACH), credit/debit card (processing fees may apply), and check (must clear before work commences).
Late Payments:
Invoices not paid within 15 days of the due date will incur a late fee of 1.5% per month (18% annually) on the outstanding balance, to the extent permitted under Hawaii law. We reserve the right to suspend work on projects with overdue invoices exceeding 30 days and may pursue collection through legal channels if necessary.
5. Post-Delivery Support & Maintenance
All packages include 30 days of free technical support from the date of project completion. During this period, Silva Automation will address bugs and integration issues stemming from the original implementation as delivered.
Support Exclusions:
Support is strictly limited to the original workflow and systems as delivered. Silva Automation is not obligated to provide support, free or paid, for any issues arising from:
- Any modifications, additions, or tampering with the workflow configuration by the Client or any third party
- Changes to third-party applications, APIs, or platforms that affect the original integration
- Issues caused by Client-side errors, data input problems, or changes to connected accounts
- New features or functionality not included in the original scope of work
- Normal platform updates or deprecations by third-party service providers
After the 30-Day Support Period:
Support beyond 30 days is available at our current hourly rate of $125/hour (plus GET) or through an optional monthly support retainer.
5.1 Optional Monthly Support Retainer
For clients desiring ongoing support, Silva Automation offers a monthly retainer service. The specific services, hours, and fees will be detailed in a separate Retainer Agreement.
- Services: May include proactive workflow monitoring, minor adjustments to existing workflows, data source management, priority support, and consultation on workflow optimization
- Billing: The retainer fee is billed monthly in advance and is non-refundable for unused hours
- Scope: The retainer does not cover development of new features, major workflow overhauls, or integration with new platforms, which will be quoted as separate projects
- Cancellation: Can be cancelled by either party with 30 days' written notice
5.2 Founding Client Program - Special Terms
Silva Automation may offer a limited Founding Client Program with special pricing and extended support terms. Terms for this program will be detailed in the applicable Service Agreement. Any lifetime discount offered is contingent upon the Client's account remaining in good standing and shall terminate immediately upon material breach of these Terms, including non-payment of any invoice.
6. Client Credentials and Access
To deliver services, Silva Automation may require access to Client's third-party accounts and systems. Client agrees to provide necessary credentials and permissions in a timely manner and notify us immediately if credentials are changed or compromised.
Silva Automation agrees to store all credentials securely using industry-standard encryption, use them only for the agreed-upon project scope, and delete them upon project completion unless ongoing support is contracted.
Client agrees to indemnify, defend, and hold harmless Silva Automation from any and all claims, damages, and expenses arising from unauthorized access or data breach resulting from the use of Client-provided credentials, unless such breach is a direct result of Silva Automation's gross negligence or willful misconduct. Silva Automation agrees to comply with Hawaii's data breach notification requirements under HRS §487N in the event of a security incident involving Client's information.
7. Confidentiality
"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement, (b) already in the receiving party's possession without breach of any obligation, (c) independently developed by the receiving party, or (d) rightfully received from a third party without restriction.
Both parties agree to hold each other's Confidential Information in strict confidence, use it only for purposes of performing this Agreement, and not disclose it to third parties without prior written consent. This obligation of confidentiality shall survive the termination of this Agreement for a period of three (3) years.
8. Limitation of Liability
IN NO EVENT SHALL SILVA AUTOMATION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations will not apply to liability resulting from Silva Automation's gross negligence, willful misconduct, fraud, or data breaches caused by our failure to maintain reasonable security measures. Nothing in these Terms shall limit a party's liability which cannot be limited or excluded by applicable law, including rights under Hawaii's Unfair and Deceptive Acts or Practices (UDAP) laws (HRS Chapter 480).
9. Disclaimer of Warranties
Except as expressly stated in a signed Service Agreement, the services and information on this Site are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Silva Automation does not warrant that the services will be uninterrupted, error-free, or completely secure, or that defects will be corrected. We do not warrant or make any representations regarding the use or results of the services in terms of their correctness, accuracy, reliability, or otherwise.
10. Reliance on Third-Party Services
Client acknowledges that the services provided are dependent on the proper functioning of third-party platforms and services (e.g., Make.com, Zapier, Google Workspace, CRMs, APIs). Silva Automation is not responsible for any service interruptions, data loss, security breaches, functionality changes, price increases, terms of service modifications, or failures caused by these third-party platforms.
Any issues originating from a third-party service, including API deprecations, feature removals, or platform shutdowns, are outside the scope of our support and liability. Client is responsible for maintaining appropriate subscriptions and licenses for all third-party services used in conjunction with our deliverables.
11. Indemnification
Client agrees to indemnify, defend, and hold harmless Silva Automation, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) Client's use of our services, (b) Client's violation of these Terms, (c) Client's violation of any third-party rights, including intellectual property rights or privacy rights, or (d) any content or data provided by Client.
Silva Automation agrees to indemnify Client against claims that the Custom Work Product infringes any third-party intellectual property rights, provided Client promptly notifies Silva Automation of such claim and cooperates in the defense.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflict of laws provisions.
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved as follows:
- Negotiation: The parties shall first attempt to negotiate a resolution in good faith for a period of 30 days.
- Mediation: If negotiation fails, the parties agree to participate in mediation administered by a mutually agreed-upon mediator in Honolulu, Hawaii.
- Arbitration: If mediation is unsuccessful, the dispute shall be resolved by mandatory, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Honolulu, Hawaii, and judgment on the award may be entered in any court having jurisdiction.
The parties hereby waive their right to a jury trial and agree not to participate in any class action lawsuits. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.
13. Termination
Either party may terminate a Service Agreement for cause upon 30 days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.
Silva Automation may suspend services immediately for non-payment exceeding 15 days or for Client's breach of confidentiality obligations. Upon termination, Client shall immediately pay for all work completed to date based on the percentage of project completion or hourly rates, whichever is applicable.
Client's rights to terminate for convenience are outlined in the Refund & Cancellation Policy. Upon termination, all licenses granted to Client shall terminate except for the Custom Work Product for which full payment has been received.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, widespread internet or power outages, pandemics, or failures of third-party hosting or service providers. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected Service Agreement.
15. General Provisions
- Assignment: Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except that Silva Automation may assign to an affiliated entity or in connection with a merger, acquisition, or sale of substantially all assets.
- Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
- Entire Agreement: These Terms, together with any applicable Service Agreement and Project Proposal, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
- Modification: No modification of these Terms shall be effective unless in writing and signed by both parties. Silva Automation reserves the right to update these Terms on the website with 30 days' notice for prospective agreements.
- Waiver: No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
- Notices: All legal notices shall be in writing and sent to the addresses specified in the Service Agreement or to contact@silvaautomation.com for Silva Automation. Notices shall be deemed given when delivered personally, sent by confirmed email, or three days after being sent by certified mail.
- Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16. Contact Information
For any questions regarding these Terms, please contact us at:
- Email: contact@silvaautomation.com
- Phone: 808-223-5888
- Mail: Silva Automation, Honolulu, Hawaii
