48-Hour Diagnostic Audit Agreement
This is the Diagnostic Audit Agreement you accept, by typing your full legal name and selecting Accept & unlock ingestion, to run the free 48-Hour Diagnostic Audit. It is presented together with the Mutual Non-Disclosure Agreement. Our Privacy Policy describes how personal information is handled.
This 48-Hour Diagnostic Audit Agreement (this "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") between Syntropic Margin ("Syntropic") and the company or organization on whose behalf the accepting individual accepts this Agreement (the "Client"). The individual accepting represents and warrants that he or she is authorized to bind the Client.
1. Scope of the Diagnostic Audit
Subject to this Agreement, Syntropic will perform a complimentary diagnostic review (the "Audit") of up to twenty (20) historical quotation, cost, or pricing documents submitted by the Client (the "Audit Materials"), and will deliver a briefing (the "Briefing") summarizing identified pricing leakage, margin-floor exposure, and related process observations, ordinarily within two (2) business days of a complete submission.
2. Client Authorization and Data Rights
The Client represents and warrants that: (a) the accepting individual is authorized to bind the Client to this Agreement; (b) the Client owns the Audit Materials or otherwise has the right to submit them for analysis; and (c) the submission and analysis of the Audit Materials for the Audit does not violate any obligation of the Client to any third party.
3. Confidentiality
The Mutual Non-Disclosure Agreement between the Parties (the "NDA") applies to all Audit Materials, findings, and related exchanges, and is incorporated into this Agreement by reference. In the event of any conflict regarding confidentiality or data handling, the NDA controls.
4. Security and Processing
Audit Materials will be processed only within the isolated single-tenant environment established for the Client (the "AST Tenant"), will not be used to train, fine-tune, or improve any artificial-intelligence or machine-learning model made available to the public or to any third party, and will be destroyed or irreversibly de-identified within thirty (30) days after the Briefing is delivered, unless the Parties enter a signed engagement providing otherwise.
5. Human-in-the-Loop
The Audit is diagnostic only. Syntropic does not alter the Client's systems, quotations, or communications during the Audit. Any subsequent draft-generation or dispatch functionality is provided only under a separate signed engagement, and final review and email dispatch remain under the exclusive control of authorized Client personnel at all times.
6. Fees; No Obligation
The Audit is provided at no charge ($0). No deposits, license fees, or subscriptions are required, and receipt of the Briefing creates no obligation to purchase any service or to continue discussions.
7. Performance Share (Signed Engagements Only)
If, and only if, the Parties later sign a separate written engagement for Margin Defender services, Syntropic's fee will be twenty percent (20%) of Verified Net Margin Defended, calculated against the margin floor agreed in writing during onboarding (ordinarily within the Client's 8%–12% net range). "Verified Net Margin Defended" means incremental net margin dollars measured using the baseline and verification methodology set out in the engagement documentation. If no margin is defended, no fee is owed. Any such engagement will implement the performance model published on syntropicmargin.com as of the Effective Date, which is presently a 30% performance split for the first 90 days followed by a 20% split plus a monthly retainer tier based on RFQ volume. This Agreement and the Audit itself do not constitute such an engagement.
8. Estimates; No Guarantee
Findings and figures in the Briefing are good-faith estimates based on the Audit Materials and stated assumptions. They are not guarantees of savings or future results, and are not accounting, tax, or legal advice. The Client remains solely responsible for its pricing, quoting, and commercial decisions.
9. Intellectual Property
As between the Parties, the Client owns the Audit Materials and may use the Briefing internally for any purpose. Syntropic retains all rights, title, and interest in its platform, methods, and tooling. Syntropic may use de-identified, aggregated statistics to operate and improve the service, consistent with the NDA.
10. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE AUDIT AND THE BRIEFING ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND SYNTROPIC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER IT, WHICH, FOR THE AUDIT, IS $0. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
12. Term; Termination; Survival
This Agreement takes effect on the Effective Date and continues until the Briefing is delivered and the retention period in Section 4 has ended, unless terminated earlier by either Party on written notice. Sections 3, 4, and 7–11, and 13–15 survive termination.
13. Electronic Signature and Records
The Parties consent to electronic execution and records. Typing a full legal name in the Syntropic Executive Portal and selecting "Accept" constitutes a valid signature for all purposes. The Parties waive any objection to the use of electronic records or signatures under applicable statutes, including the U.S. E-SIGN Act and applicable Canadian electronic-commerce legislation.
14. Governing Law
This Agreement is governed by the laws of the jurisdiction in which Syntropic Margin maintains its principal place of business, without regard to its conflict-of-laws rules, and the Parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction.
15. Entire Agreement; Precedence
This Agreement, together with the NDA, is the entire agreement of the Parties regarding the Audit and supersedes all marketing materials, statements, and prior understandings on that subject. If the Parties later sign an engagement for Margin Defender services, that engagement controls for its subject matter. Amendments to this Agreement must be in a writing signed by both Parties.