Terms of Service

Effective date: 18 May 2026
Last updated: 18 May 2026

Plain-language summary. These terms are the agreement between you (a client of SimplifyDynamics) and us. We build and operate a custom AI assistant for you. You grant us OAuth access to your accounts; we use that access only to deliver the service you've contracted for. You can terminate at any time with 30 days' notice (we can too). We are not liable for losses beyond the fees you paid us in the preceding three months. Disputes are governed by the law of Scotland. The detailed sections below cover the edge cases.

1. Who these terms are between

These Terms of Service ("Terms") are an agreement between:

SimplifyDynamics, operated by Dan Williams as a sole proprietorship, based in Glasgow, United Kingdom ("we", "us", "our"); and
You, the individual or organisation that has engaged us to provide a custom AI assistant service ("you", "your", "Client").

By accessing the service, granting us OAuth access to any account, or signing a separate engagement document with us, you accept these Terms.

2. The service

We build and operate a custom AI assistant ("Service") configured to your specific accounts, priorities, and workflow. The Service includes one or more of: daily briefings summarising your email and calendar; calibrated automation of routine inbox actions (labelling, archiving, drafting, sending under your rules); calendar event management; and related capabilities you have specifically authorised.

The Service is delivered as hand-configured infrastructure — not a self-service SaaS product. Specifications, scope, and capabilities for your particular engagement are defined in our separate engagement document with you.

3. Account access and OAuth

To deliver the Service, we need OAuth access to the accounts you specify (typically Google Workspace / Gmail / Google Calendar, and Microsoft 365 / Outlook). You grant access by clicking "Allow" on the standard Google or Microsoft consent screens; we never receive or store your password.

The exact scopes we request appear on the consent screen at the time you grant access. The consent screen is the authoritative source on what we can and cannot do. You can revoke our access at any time through your Google or Microsoft account settings — see the Your rights section of our Privacy Policy.

You confirm that you are authorised to grant the access you grant. If you are granting access to accounts owned by an organisation (e.g. a corporate Google Workspace), you confirm you have your organisation's permission to do so.

4. Acceptable use

You agree not to use the Service to:

Send unsolicited bulk email, phishing messages, or content that violates the receiving platform's terms (Google's, Microsoft's, etc.);
Process data you do not have the legal right to process;
Attempt to access or interfere with any client environment other than your own;
Reverse-engineer, copy, or resell the Service or its components;
Use the Service in any way that violates applicable law in your jurisdiction or ours.

We may suspend the Service immediately if we reasonably believe it is being used in violation of this section, and we will tell you why.

5. Your data

How we handle the data you give us access to is governed by our Privacy Policy, which forms part of these Terms by reference. Key points:

We do not sell your data.
We do not use your data to train AI models.
We share your data only with the sub-processors listed in the Privacy Policy.
You can request a copy or deletion of your data at any time.

6. Sub-processors and third parties

We use third-party services — including Anthropic (AI processing), Microsoft Azure (hosting), and Google / Microsoft 365 (account access via your OAuth grants) — to deliver the Service. Each is named in our Privacy Policy under Sub-processors, with what they receive. Your use of the Service implies acceptance that these sub-processors will process your data as described there.

We will notify you (with at least 30 days' notice) before adding any material new sub-processor, and you may terminate without penalty if you object.

7. Fees and payment

Fees, billing cadence, and payment terms are defined in our separate engagement document with you. If no engagement document exists or it is silent on a particular point, the default is: monthly invoicing in arrears, net-30 payment terms, denominated in GBP unless otherwise agreed.

During our current design-partner phase, some clients may be engaged on an at-cost or below-market basis. This does not waive any other term — it only reduces the fee.

8. Service availability and support

We aim for the Service to be available continuously, but we do not commit to a specific uptime SLA in these Terms (one may be defined in your engagement document if applicable). Brief planned-maintenance windows and unplanned outages do occur. We will tell you about planned maintenance in advance where reasonable.

Support is provided via email to dan@simplifydynamics.com during UK business hours. Urgent operational issues affecting Service availability are handled outside business hours on a best-effort basis.

9. Term and termination

These Terms remain in effect for as long as we are providing you the Service. Either party may terminate the engagement at any time:

For convenience — by giving the other party 30 days' written notice (email to the contact addresses on file is sufficient).
For material breach — by giving the other party 14 days' written notice of the breach. If the breach is not cured within those 14 days, the terminating party may end the engagement.
Immediately — if the other party becomes insolvent, ceases trading, or commits a material breach that cannot be cured.

At the end of the engagement, your data is handled per the Data retention section of our Privacy Policy: tokens, summaries, derived rule sets, and logs are deleted within 30 days, including from backups.

10. Intellectual property

You retain ownership of all data you give us access to and all output of the Service that relates specifically to your accounts (briefings, summaries, drafts).

We retain ownership of: the underlying software, infrastructure, and prompts we build to deliver the Service; the calibrated rule sets we derive in collaboration with you (but you retain a perpetual licence to use those rule sets, and we will not use them for any other client); and any general knowledge or methodology we develop in the course of the engagement.

11. Warranties and disclaimers

We will deliver the Service with reasonable skill and care.

Except as stated above and to the maximum extent permitted by law, the Service is provided "as is" without further warranties of any kind, express or implied. We do not warrant that the Service will be uninterrupted, error-free, or that the AI output will be accurate in every case. You remain responsible for reviewing AI-generated content before relying on it, and for the consequences of any actions the Service takes on your behalf under rules you have authorised.

12. Limitation of liability

To the maximum extent permitted by law:

Neither party is liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.
Our total aggregate liability to you, for all claims arising out of or relating to these Terms or the Service, in any twelve-month period, is limited to the fees you paid us in the three months preceding the claim.
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded under applicable law.

13. Indemnification

You agree to indemnify and hold us harmless from any third-party claim arising from: (a) your use of the Service in breach of these Terms; (b) any data or instruction you give us that infringes a third party's rights or violates applicable law; or (c) actions the Service takes under rules you authorised.

We agree to indemnify and hold you harmless from any third-party claim that the Service, as delivered by us, infringes that third party's intellectual property rights.

14. Confidentiality

Each party will treat the other's non-public information as confidential and will not disclose it to any third party except: (a) to its own employees, contractors, or sub-processors who have a need to know and are bound by confidentiality obligations; (b) to the extent required by law or court order, with prompt notice to the other party where lawful; or (c) with the other party's written consent.

15. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control — including, without limitation, outages of underlying cloud platforms (Azure, Google, Microsoft, Anthropic), internet infrastructure failures, natural disasters, war, or government action. The affected party will notify the other promptly and resume performance as soon as reasonably possible.

16. Changes to these Terms

We may update these Terms from time to time. The current version always lives at this URL, with the Last updated date at the top. We will notify active clients by email at least 30 days before any material change takes effect. If you object to a material change, you may terminate per Section 9 with no penalty.

17. Governing law and disputes

These Terms are governed by the law of Scotland. Any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the Scottish courts, except that we may bring proceedings to recover unpaid fees in any court of competent jurisdiction.

Before commencing court proceedings, the parties agree to attempt in good faith to resolve any dispute by direct discussion within 30 days of one party giving the other written notice of the dispute.

18. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and any separate engagement document signed between us, constitute the entire agreement between the parties on this subject and supersede any prior agreements or representations.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.
No waiver. A party's failure to enforce any right under these Terms is not a waiver of that right.
Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all its assets, with notice to the other.
Notices. Written notices under these Terms are validly given by email to the contact addresses each party has on file with the other.

19. Contact

For any question, concern, or notice under these Terms:

Email: dan@simplifydynamics.com

We respond to all correspondence within 5 business days.

This document was drafted by SimplifyDynamics for clarity and accessibility. It is not a substitute for independent legal advice. We recommend you have your own counsel review these Terms before signing any engagement document that incorporates them. We are also open to negotiating specific changes for individual engagements where reasonable.