These Terms & Conditions (“Terms”) govern the services provided by Smart Upgrade AI (“Smart Upgrade,” “we,” “us,” or “our”) and the use of our website.
Smart Upgrade operates as a Business & Creative Studio through two primary service lines:
Digital Upgrade, digital, creative, technology, branding, web, content, and AI-related services.
Physical Upgrade, onsite, vehicle, architectural surface, installation, finishing, and physical transformation projects.
By submitting an inquiry, approving a proposal, signing a Statement of Work (“SOW”), authorizing work electronically or in writing, or making any payment toward a project, the client (“Client,” “you,” or “your”) agrees to these Terms.
Digital Upgrade services may include website design and development, landing pages, e-commerce, branding, graphic design, content creation, social media creative, digital strategy, AI consulting, automation, and related creative or technology services.
The specific services to be provided will be described in a written proposal, quotation, SOW, invoice, or other project document approved by the Client.
Services or deliverables not expressly included in the agreed scope are considered additional work.
Changes to the approved scope may require a written change order and may result in additional fees and timeline adjustments.
Proposals and quotations are based on the information and scope reasonably known at the time they are prepared.
Unless otherwise stated in writing:
Taxes, third-party charges, licensing, hosting, domain registration, premium software, stock assets, advertising spend, and other external costs are not included unless expressly stated.
Each project includes the number of revision rounds specified in the applicable proposal or SOW.
A revision means a reasonable modification to an approved concept or deliverable.
A substantial change in direction, concept, functionality, structure, or scope may be treated as additional work.
Additional revisions or services may be billed at Smart Upgrade’s then-current rates or at a separately agreed project fee.
Project timelines are estimates unless a specific deadline is expressly guaranteed in writing.
Timelines depend on:
Delays caused by the Client or third parties may extend the project timeline accordingly.
The Client is responsible for providing accurate and timely:
The Client represents that it has the necessary rights, licenses, and permissions to use materials supplied to Smart Upgrade.
Smart Upgrade is not responsible for claims resulting from unauthorized or infringing Client-provided materials.
Digital projects may depend on third-party services, including hosting providers, domain registrars, WordPress, plugins, themes, APIs, payment processors, social media platforms, analytics platforms, cloud services, stock-media providers, and AI tools.
Third-party services operate independently from Smart Upgrade and may change their pricing, functionality, policies, availability, security, or terms.
Smart Upgrade is not responsible for third-party outages, service interruptions, policy changes, account suspensions, discontinued products, price increases, or technical failures.
Unless otherwise agreed in writing, ongoing third-party subscription, hosting, domain, licensing, and maintenance costs are the Client’s responsibility.
Smart Upgrade may use artificial intelligence and machine-learning tools in connection with design, content, research, editing, automation, development, consulting, or other services.
AI-assisted outputs may require human review, modification, correction, or approval.
AI-generated material may contain inaccuracies, unintended similarities, or other limitations.
Unless expressly guaranteed in writing, Smart Upgrade does not represent that AI-assisted output is entirely unique, error-free, or suitable for every intended commercial use.
The Client remains responsible for reviewing and approving final deliverables.
Unless otherwise agreed in writing, ownership of final custom deliverables specifically created for the Client transfers to the Client only after full payment of all amounts due for the applicable project.
Smart Upgrade retains ownership of its pre-existing:
Where such materials are incorporated into a Client deliverable, Smart Upgrade grants the Client a non-exclusive license to use them as part of the final deliverable, but does not transfer ownership of the underlying proprietary materials.
Third-party materials remain subject to their respective licenses.
Unless otherwise agreed in writing, Smart Upgrade may display completed work in its portfolio, website, social media, presentations, proposals, case studies, and marketing materials.
If a project is confidential or subject to an NDA, Smart Upgrade will comply with the applicable confidentiality restrictions.
Smart Upgrade provides creative, technical, strategic, and consulting services.
Unless expressly guaranteed in a written agreement, Smart Upgrade does not guarantee:
Results depend on numerous factors outside Smart Upgrade’s control.
Physical Upgrade services may include vehicle wraps, architectural surfaces, vinyl applications, specialty finishes, custom surfaces, furniture-related work, onsite installation, refurbishment, and related project coordination.
Depending on the applicable project, Smart Upgrade may act as the project coordinator and may engage independent installers, contractors, fabricators, vendors, designers, or other specialists.
Smart Upgrade may coordinate project scope, materials, scheduling, communication, and quality expectations.
Unless the applicable Project Agreement expressly states otherwise, third-party installers and contractors are independent service providers and are not employees of Smart Upgrade.
Physical project quotations may be based on:
Unforeseen conditions discovered after approval may require a revised quotation or change order.
A deposit, typically 50%, may be required to reserve production, materials, labor, installation dates, or third-party resources.
Deposits may become non-refundable once custom materials have been ordered, fabrication or printing has begun, labor has been reserved, or other project-specific costs have been incurred.
The applicable proposal or SOW may establish different payment terms.
The Client must provide safe and timely access to the vehicle, property, workspace, or installation location.
The Client must disclose relevant conditions including:
Delays caused by lack of access, unsafe conditions, weather, permitting, property restrictions, or third parties may affect the project schedule.
Unless expressly included in the applicable SOW, the Client is responsible for obtaining permits, HOA approvals, landlord approvals, property-owner authorizations, or other permissions required for the project.
Smart Upgrade may assist with coordination when specifically included in the scope, but responsibility for obtaining required approvals remains with the Client unless otherwise agreed in writing.
The Client acknowledges that existing vehicles, buildings, walls, furniture, surfaces, paint, coatings, finishes, panels, trims, and other substrates may contain pre-existing defects or damage.
Such conditions may include:
Smart Upgrade is not responsible for pre-existing conditions or damage that becomes visible, exposed, or affected during reasonable installation or removal procedures, except to the extent caused by Smart Upgrade’s own negligence or other liability that cannot legally be excluded.
Vehicle wraps and vinyl applications may require removal of existing graphics, wraps, badges, trim, adhesives, or other components.
Removal may expose existing paint differences, repairs, fading, clear-coat failure, adhesive residue, or other pre-existing conditions.
Certain factory paints, repainted surfaces, aftermarket parts, plastics, trims, and damaged surfaces may present increased installation or removal risks.
Smart Upgrade does not guarantee that a vehicle’s original paint or surface will remain unchanged following installation or removal of vinyl or other materials, except as expressly provided in a written warranty.
Material color, finish, texture, gloss, reflectivity, and appearance may vary depending on lighting, viewing angle, surface condition, manufacturing batch, installation conditions, and other factors.
Digital images, screens, renderings, photographs, and online representations may not perfectly reproduce the appearance of physical materials.
Where appropriate, final material selections may be based on manufacturer samples or specifications.
Where applicable, manufacturers may provide warranties for vinyl, film, adhesive, coating, hardware, or other materials.
Manufacturer warranties are subject to the manufacturer’s own terms, limitations, exclusions, maintenance requirements, geographic restrictions, and claim procedures.
Smart Upgrade may assist with communicating or coordinating a warranty claim but does not control the manufacturer’s warranty decision.
Any separate workmanship warranty offered by Smart Upgrade or an installation provider will be stated in the applicable Project Agreement.
The Client is responsible for maintaining completed physical work according to applicable manufacturer and project instructions.
Improper cleaning, chemicals, pressure washing, environmental exposure, accidents, modifications, physical damage, neglect, or failure to follow maintenance instructions may affect the appearance and warranty of materials.
Any material change to the approved:
may require a written change order.
Additional costs and timeline impacts will be communicated before additional work proceeds whenever reasonably practicable.
Upon substantial completion, Smart Upgrade or the applicable installer may conduct a final walkthrough or inspection with the Client.
The Client should identify visible issues or requested corrections within the period specified in the applicable Project Agreement.
Acceptance, sign-off, use of the completed work, or failure to identify a visible issue within the applicable inspection period may constitute acceptance of the completed work, subject to any express warranty and rights that cannot legally be waived.
The parties may conduct transactions electronically.
Electronic proposals, approvals, authorizations, signatures, invoices, emails, and other electronic records may be used to establish agreement to a project where permitted by applicable law.
Florida law recognizes electronic signatures as having the same force and effect as written signatures, subject to applicable law.
Cancellation terms may vary by project and may be specified in the applicable proposal or SOW.
Where permitted by law:
Any refund will be determined according to the applicable Project Agreement and applicable law.
Each party agrees to use reasonable care in protecting confidential or proprietary information received from the other party.
Confidential information does not include information that:
Separate confidentiality or nondisclosure agreements may establish additional obligations.
Nothing in these Terms creates an employment, partnership, franchise, joint venture, or general agency relationship between Smart Upgrade and the Client or between Smart Upgrade and an independent third-party service provider.
Third-party contractors remain responsible for their own employment, licensing, insurance, taxes, personnel, tools, and business obligations to the extent applicable.
Neither party will be responsible for delays or failure to perform caused by circumstances beyond its reasonable control.
Such circumstances may include:
Project schedules may be adjusted accordingly.
To the maximum extent permitted by applicable law, Smart Upgrade’s aggregate liability arising from a specific project will not exceed the total amount actually paid to Smart Upgrade for the specific service giving rise to the claim.
To the maximum extent permitted by applicable law, Smart Upgrade will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or loss of anticipated savings.
Nothing in these Terms limits liability that cannot legally be limited or excluded under applicable law.
Smart Upgrade may coordinate services involving independent third parties.
Smart Upgrade is not responsible for independent third-party acts or omissions except to the extent liability is imposed on Smart Upgrade under applicable law or expressly assumed in a written Project Agreement.
Where appropriate, the Client may have direct rights or remedies against the applicable third-party provider under that provider’s agreement or warranty.
The Smart Upgrade website is provided for general informational purposes.
Users may not:
Website content, images, service descriptions, project examples, and other information may be changed without notice.
Website content does not constitute a binding project proposal unless expressly identified as such.
Unless expressly stated otherwise, Smart Upgrade’s consulting, creative, AI, business, technology, and strategic services do not constitute legal, accounting, tax, financial, architectural, engineering, or other regulated professional advice.
Clients should consult appropriately licensed professionals when specialized professional advice is required.
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.
Subject to applicable law and any dispute-resolution provisions contained in a specific Project Agreement, disputes arising from these Terms or services provided by Smart Upgrade shall be brought in a state or federal court of competent jurisdiction located in Miami-Dade County, Florida.
For a specific project, the following order will apply in the event of a conflict:
These Terms, together with the applicable proposal, SOW, invoice, change orders, and other written project documents expressly incorporated into the engagement, constitute the agreement governing the applicable services.
No verbal representation or modification will alter the agreed scope unless confirmed in writing by the parties.
Smart Upgrade may update these website Terms from time to time.
Changes to these general Terms will apply prospectively to new projects unless otherwise required by law.
Changes to an existing project will not modify an already executed Project Agreement unless the parties expressly agree to the modification in writing.
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be modified or limited to the minimum extent necessary, and the remaining provisions will remain in effect to the fullest extent permitted by law.
A failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision in the future.
Questions regarding these Terms may be directed to:
Smart Upgrade AI
Miami, Florida, United States
Email: info@smartupgradeai.com
Phone: 786-793-3299
Website: smartupgradeai.com
Effective Date: September 2026
This document is a general business terms template and is not a substitute for legal advice. Smart Upgrade AI should have these Terms and its project-specific agreements reviewed by a Florida-licensed attorney before relying on them as its final contractual documents.
Where Smart Upgrade itself performs work, the applicable Project Agreement will govern the scope and responsibilities for that work.
Nothing in these Terms creates an employment, partnership, joint ve
2026 Smart Upgrade IA | All rights reserved.
