Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Sawhorse website, demonstrations and related pages (collectively, the “Site”), and set out general terms that apply to Sawhorse’s services. By using the Site you agree to these Terms. If you do not agree, do not use the Site.

“Sawhorse”, “we” and “us” mean Sawhorse Software LLC, a Florida limited liability company operated by Enzo Capera. “You” means the individual or entity using the Site or purchasing services.

Where you purchase services from Sawhorse, those services are governed by the Service Agreement together with the written quote, statement of work or order form accepted by both parties (the “Order”). In the event of a conflict, the Order controls over the Service Agreement, and the Service Agreement controls over these Terms.

The Site includes interactive demonstrations of software concepts. All businesses, individuals, listings, reviews, records, prices and figures shown inside those demonstrations are fictional and are provided for illustration only. They do not describe real customers, real engagements or guaranteed outcomes.

Demonstrations run in your browser. Data you type into a demonstration is not transmitted to Sawhorse, is not stored, and is discarded when you leave the page. Do not enter real personal, confidential or sensitive information into a demonstration.

You agree to use the Site in accordance with the Acceptable Use Policy, which is incorporated into these Terms by reference.

Sawhorse designs, develops, deploys and — where a managed plan is purchased — hosts and maintains custom software, including websites, lightweight CRM applications, business automations, hosted business systems and, where offered, communication agents.

The specific services to be provided, the deliverables, the acceptance criteria, the number of revision rounds and the schedule are defined in the Order. Anything not expressly included in the Order is out of scope.

Services described on the Site as “coming soon”, “planned” or “in development” are not currently available for purchase. Descriptions of those services reflect current intent and may change or be discontinued before release.

Prices published on the Site are starting prices for the scope described. A price stated as “starting at” is an indication, not an offer, and depends on complexity.

A binding price is established only in a written quote issued by Sawhorse and accepted by you. Quotes are valid for [30] days unless stated otherwise.

Where you request work beyond the accepted scope, Sawhorse will provide a written change order describing the additional work and cost. Work outside the accepted scope does not begin until the change order is approved.

Unless the Order states otherwise:

• A deposit of [50]% of the project fee is due before work is scheduled and is non-refundable once work has commenced, except as required by law.
• The balance of project fees is due at the milestones set out in the Order, and in any event before final delivery of source code or transfer of a production deployment.
• Recurring managed-plan fees are billed monthly in advance and setup fees are billed on commencement.
• All fees are exclusive of applicable taxes, which you are responsible for unless Sawhorse is required to collect them.
• Third-party costs — domain registration, third-party APIs, messaging providers, AI-model usage, external subscriptions and similar — are your responsibility unless the Order expressly includes them.

Invoices are payable within [15] days of the invoice date. Undisputed amounts not paid when due may accrue interest at [1.5]% per month or the maximum rate permitted by applicable law, whichever is lower. Sawhorse may suspend services or withhold delivery for accounts materially overdue, after giving you written notice and a reasonable opportunity to cure.

Timely delivery depends on your participation. You agree to:

• Provide content, assets, brand materials, access credentials and decisions within the timeframes set out in the Order.
• Nominate a single point of contact authorised to approve scope, designs and deliverables.
• Review deliverables and provide consolidated feedback within the review windows agreed.
• Maintain your own accounts with third-party services required by the project, and pay any fees those services charge.
• Comply with all laws applicable to your business, your customers and the data you ask Sawhorse to process.

Where your delay prevents Sawhorse from proceeding, the schedule may be extended accordingly, and Sawhorse may re-sequence work or invoice completed milestones.

You retain ownership of content, data and materials you supply (“Customer Content”). You grant Sawhorse a non-exclusive licence to use, reproduce, modify and display Customer Content solely to provide the services.

You represent that you own or have the necessary rights to supply Customer Content, and that its use as directed by you does not infringe any third-party right or violate any law. Sawhorse is not responsible for reviewing Customer Content for legal compliance.

Custom deliverables. On full payment of all amounts due, Sawhorse assigns to you its rights in the custom code, designs and configuration created specifically for you under the Order (the “Custom Deliverables”), subject to the exceptions below.

Pre-existing Sawhorse technology. Sawhorse retains all rights in its pre-existing materials, tools, libraries, internal frameworks, templates and know-how, including improvements to them (“Sawhorse Technology”). Where Sawhorse Technology is embedded in a Custom Deliverable, Sawhorse grants you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain it as part of that deliverable. You may not extract Sawhorse Technology to sell or license it as a standalone product.

Third-party and open-source components. Deliverables may include third-party or open-source components licensed under their own terms. Those terms govern your use of those components, and nothing in these Terms overrides them. Sawhorse will identify material components on request.

Portfolio. Sawhorse may describe the general nature of work performed and display non-confidential visual elements for portfolio purposes, unless the Order states otherwise or you request in writing that we do not.

Where you purchase a Sawhorse Managed plan, Sawhorse deploys and operates the software on cloud infrastructure selected and managed by Sawhorse. You are purchasing a Sawhorse Managed service, not a specific infrastructure vendor.

Managed plans include managed infrastructure for normal business usage as described in the plan and the Order. Sawhorse does not offer unlimited hosting. If your traffic, storage, compute, database or bandwidth consumption is materially higher than the plan contemplates, Sawhorse will notify you and may recommend or require a plan or infrastructure upgrade. Sawhorse will not change your recurring charges without prior written notice.

Sawhorse will use commercially reasonable efforts to maintain availability of hosted services but does not guarantee uninterrupted or error-free operation unless a specific service level is agreed in writing in the Order. Planned maintenance will be scheduled to minimise disruption where practicable.

Maintenance and support are included only to the extent stated in your plan or Order. Support scope, hours and response targets are as described there.

Sawhorse may modify, improve or replace components of hosted services, including underlying infrastructure, provided the modification does not materially reduce the functionality you are paying for. Sawhorse may modify or discontinue a service on reasonable prior written notice; where a paid service is discontinued, Sawhorse will refund pre-paid fees covering the period after discontinuation.

Projects delivered under Own It plans do not include ongoing maintenance unless separately purchased. Once delivered, you are responsible for updates, security patching and hosting.

For managed services, Sawhorse performs routine backups as described in the applicable plan. Backups are intended for disaster recovery and are not a substitute for your own records.

For self-hosted deliverables, backups are entirely your responsibility.

You are responsible for maintaining your own copies of Customer Content and business records. To the extent permitted by law, Sawhorse is not liable for data loss beyond restoring from the most recent available backup for managed services, and will use commercially reasonable efforts to do so promptly.

Sawhorse implements administrative, technical and physical safeguards appropriate to the nature of the services. No system is perfectly secure, and Sawhorse does not warrant that the services cannot be compromised.

You are responsible for safeguarding credentials issued to you or your personnel, for promptly removing access for departing staff, and for notifying Sawhorse without undue delay if you suspect unauthorised access to your systems or accounts.

Each party will notify the other without undue delay after becoming aware of a security incident affecting the other’s data, and will cooperate reasonably in responding to it.

Deliverables may integrate with services Sawhorse does not control, including payment processors, messaging platforms, scheduling tools, analytics providers, AI-model providers and social platforms.

Those services are governed by their own terms, may change or be discontinued, may impose rate limits or fees, and may restrict what automated software is permitted to do. Sawhorse is not responsible for their availability, accuracy, pricing or policy changes, and a change by a third party may require paid rework.

Sawhorse will not build functionality that requires violating a third-party platform’s terms of service.

Some deliverables may use AI models to generate text or perform automated tasks. AI output can be inaccurate, incomplete or unsuitable for a given purpose, and can vary between runs.

Where output is customer-facing, you are responsible for reviewing what the system is configured to say, for approving the source material it draws on, and for any regulated, professional or legal claims it may make on your behalf. Sawhorse will design agents to escalate to a human where appropriate, but AI features must not be relied on as a substitute for professional advice.

Sawhorse does not warrant that AI-generated output is accurate, original or fit for a particular purpose.

You may not use the Site, the services or any deliverable to conduct unlawful activity, infringe others’ rights, distribute malware, send unsolicited bulk messages, harass or defraud, or interfere with the operation or security of Sawhorse’s systems. The Acceptable Use Policy sets this out in full.

You are responsible for your own regulatory compliance, including any requirements applying to your industry, to marketing and messaging you send, and to personal information you collect through software Sawhorse builds for you. Sawhorse can build to a compliance requirement you identify, but does not act as your compliance adviser.

Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors bound by comparable obligations.

These obligations do not apply to information that is publicly available through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or must be disclosed by law — in which case the receiving party will give reasonable notice where legally permitted.

Sawhorse warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry practice, and that Custom Deliverables will materially conform to the Order at delivery. If a deliverable does not conform, notify Sawhorse in writing within [30] days of delivery and Sawhorse will re-perform or correct the non-conforming work at no additional charge. This is your exclusive remedy for breach of this warranty.

Except as expressly stated in this section, and to the maximum extent permitted by applicable law, the Site, the services and all deliverables are provided “as is” and “as available”, and Sawhorse disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that operation will be uninterrupted or error-free.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply only to the extent permitted, and you may have additional rights.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost or corrupted data, or business interruption, arising out of or relating to these Terms or the services, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or relating to these Terms and the services will not exceed the total amounts paid or payable by you to Sawhorse under the applicable Order in the [12] months preceding the event giving rise to the claim.

These limitations do not apply to: your obligation to pay amounts due; either party’s liability for fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; death or personal injury caused by negligence; a party’s indemnification obligations; or any liability that cannot be limited or excluded under applicable law. Nothing in these Terms attempts to exclude liability that the law does not permit us to exclude, and Sawhorse does not claim that it can never be liable to you.

You will defend and indemnify Sawhorse against third-party claims arising from Customer Content, from your use of a deliverable in breach of these Terms or applicable law, or from your business operations, except to the extent the claim arises from Sawhorse’s own breach, negligence or misconduct.

Sawhorse will defend and indemnify you against third-party claims that a Custom Deliverable, as delivered by Sawhorse and used as intended, infringes that third party’s intellectual property rights, excluding claims arising from Customer Content, from your modifications, from combinations Sawhorse did not specify, or from third-party or open-source components governed by their own licences.

The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and cooperate reasonably. No settlement imposing a non-monetary obligation on the indemnified party may be made without its consent.

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, epidemics, government action, failures of the public internet, and outages of upstream infrastructure or third-party providers. Payment obligations for services already delivered are not excused. If the event continues for more than [60] days, either party may terminate the affected services on written notice.

Either party may terminate an Order for material breach if the breach is not cured within [30] days of written notice. Either party may terminate a month-to-month managed plan on [30] days’ written notice.

Sawhorse may suspend services immediately where necessary to protect the security or integrity of its systems or those of other customers, where required by law, or where an account is materially overdue after notice. Sawhorse will restore service promptly once the cause is resolved.

On termination you must pay for all services performed and expenses incurred up to the effective date. Sections that by their nature should survive — including payment, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and dispute resolution — survive termination.

During a managed plan and for [30] days after termination, Sawhorse will make your data available for export in a commonly used machine-readable format, or will provide reasonable assistance to export it. Assistance beyond a standard export may be chargeable at Sawhorse’s then-current rates.

After that period, Sawhorse may delete customer data from active systems. Residual copies may persist in backups for the ordinary backup retention cycle before being overwritten, and Sawhorse may retain records it is required to keep by law or that are necessary to resolve disputes and enforce agreements.

On request following termination, Sawhorse will confirm in writing when deletion has occurred.

The parties will first attempt to resolve any dispute informally by escalating it to senior representatives for good-faith discussion for at least [30] days.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-law rules. Subject to the paragraph above, the parties submit to the exclusive jurisdiction of the state and federal courts located in Florida, and each party waives any objection to that venue.

Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Sawhorse may update these Terms from time to time. Material changes will be posted on this page with an updated “last updated” date and, for active customers, communicated by email. Changes apply prospectively; they do not alter the terms of a signed Order already in effect.

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will continue in full force.

Neither party may assign these Terms without the other’s written consent, except to a successor in connection with a merger or sale of substantially all assets. These Terms, the Service Agreement and the Order form the entire agreement between the parties on their subject matter and supersede prior discussions. A failure to enforce a provision is not a waiver of it. The parties are independent contractors; nothing creates a partnership, joint venture or employment relationship.

Questions about these Terms should be directed to Sawhorse Software LLC, attention Enzo Capera, at enzocaperaausa@gmail.com. Notices under these Terms must be in writing, may be given by email to that address, and are effective on receipt.