Terms of service

About these terms

Smart Business HQ is a service of The Coverdale Group LLC, 732 S. 6th St., Ste. V, Las Vegas, NV 89101, USA. In these pages "we", "us" and "our" mean The Coverdale Group LLC, and "you" means the person using the site or the service and, where you act for a business, that business too.

These terms govern your use of the website, the board designer on it, and the private dashboard (your "board") we build and run for you. By using any of them you accept these terms. If you do not agree, do not use the site or the service.

If you use the site or the service for a business, you confirm that you are authorised to act for that business and that it accepts these terms too. An invoice, quote or written agreement we send you may add to these terms. Where it conflicts with them, the invoice, quote or agreement controls for that point. For clients, our Data Processing Addendum also forms part of these terms and applies to the personal information we handle for you on your board. Where it conflicts with these terms about how we handle that information, the Data Processing Addendum controls.

What the service is

Smart Business HQ builds a private dashboard for your business or your own work. Your board includes an AI assistant called Abel that can read the accounts you connect and draft replies, posts, reminders, reports and other work from them. Your board may also run automations and agents. Where your board lets them, Abel, automations and agents can act, not only draft: depending on the settings you choose, they may send, post, book, change or delete things, or make payments or refunds, through the tools and accounts connected to your board.

Depending on what is agreed with you, your board may do three kinds of work for you: reading, where it reads the accounts you connect and shows you what is in them; automations, which follow steps set in advance and start on a trigger, such as a set time or a press of a button; and agents, which are AI that start on a trigger and decide for themselves which steps to take, using the tools allowed to them on your board. Agents are covered under Agents below.

The public site has an AI designer that drafts a sample board from what you type and from your public website. A sample board uses sample numbers. It is an illustration, not an offer, a quote or a description of exactly what we will build. The real board is built by us once we have agreed the work with you, from a design we make with you or from a design you make, on your own or with an AI of your own, and send us.

What your board does, which accounts it connects to, which automations and agents it runs and what it can do on its own is agreed with you and may change over time. We may change, add or remove features, tools and providers behind the service. Descriptions on the site are general and may change without notice.

Your account and who may use it

The site and the service are for businesses and for adults 18 years or older. You must give us accurate information and keep it up to date.

You sign in with the details you set up and the links or codes we send to your email address. Keep them, and your email account, secure. You are responsible for everything done through your account and your board, including by people you invite or authorise, and you should tell us at once if you think someone has used it without your permission.

We send you emails that are part of the service, such as sign-in codes, account confirmations, meeting confirmations, invoices and receipts, and account and security notices. How we handle email, including promotional email, is set out in our privacy policy.

Using your own AI with our site

You may use an AI of your own, such as an AI assistant or agent from another company, to use the site for you, for example to design a sample board, to create your account, to send us a design or a message, or to check how your sign-up is going. The ways an AI can do this are set out at smartbusinesshq.com/ai. We do not promise that the site will work with any particular AI, and we may change, limit or stop these ways at any time.

To create your account, your AI gives us your email address, your business name, your name and your phone number. The site is designed so that the account is made only once you confirm it from the email we send you, and so that your AI can send us a design only after that. If you do not confirm in time, or you tell us it was not you, the sign-up ends. Creating an account or sending us a design is not an order and does not charge you: any work, and its fees, is agreed with you first and billed as set out under Fees and payment.

What your AI does on the site for you counts as done by you. These terms apply to it from your AI's first request, as if you had accepted them yourself, and an account it creates is your account. Confirming the account from our email also confirms that you accept them. What your AI tells us or sends us is treated as coming from you, and you are responsible for it, including that it is accurate and that you have the right to send it.

You are responsible for your AI: the instructions you give it, what you let it see and that company's terms and charges. The access key we give your AI lets whoever holds it send designs and messages for your account, so keep it, and your AI, secure, and tell us at once if you think someone else has it. We may limit or block what an AI can do on the site, ask a person to confirm an account or a request, and decline or delete an account, a sign-up, a design or a message an AI sends us.

AI, tool settings and your approval

Abel, the designer and agents use artificial intelligence, and automations may too. What AI writes or does can be wrong, incomplete, out of date or unsuitable, even when it looks right. Check anything Abel drafts before you rely on it or let it go out, and check the settings and instructions you give automations and agents before you let them act.

Each tool your board can use, such as sending an email, replying to a review or making a refund, may have a setting you choose from those that tool offers: always allow, needs approval or blocked. Where your board has tool settings, the service is designed so that a tool that acts outside your board starts on needs approval, a blocked tool is not used, and an action from a tool on needs approval waits for approval by you or someone you have authorised. It waits for your yes unless you switch that tool to send by itself. Reading your connected accounts needs no approval, because reading alone does not send, post or change anything.

Switching a tool to always allow, so that it sends by itself, is your choice and your responsibility. Once it does, Abel, automations and agents may use that tool without anyone approving each action, for example to send messages, change records or make payments. We recommend keeping approval on for every tool that acts outside your board. Your board may show you the risk when you make the switch and may record who made it and when. You are responsible for every action a tool takes while it sends by itself, as if you had approved that action yourself.

Approval settings, tool settings, automations, agents and rules you set or ask us to set change what happens, and you are responsible for them.

You are responsible for what you approve and for everything sent, posted, paid or done from your board or your connected accounts, including by Abel, an automation or an agent, and including its accuracy and whether it is lawful. We are not responsible for the content of drafts you approve, for actions taken by a tool you switched to send by itself, or for the results of actions taken on your instructions.

Where your board uses a key or a plan of your own with an AI company, including a key a member of your team adds for themselves, what your board sends to that company is covered by your agreement with that company, its charges are yours, and that company is not one of our providers. Check that company's terms on how it keeps and uses what it receives, including whether it uses it to train its models.

You are responsible for any notice the law requires about your use of AI, for example telling people that a message was written or sent by AI, or that they are dealing with an automated system, and for how you use AI in decisions about people.

Agents

Agents on your board may be agents we build and run for you or, where your board allows it, agents you bring. Until your board allows agents you bring, only an agent we build runs on your board. Each agent is designed to use only the tools allowed to it on your board, under the setting you chose for each tool, and you are responsible for the instructions you give it, as set out under AI, tool settings and your approval.

Each agent we build that runs on your board is a monthly add-on, on top of your board's monthly. The add-on covers building the agent for your board and its upkeep while it runs there. The amounts are as set out in your invoice.

An agent we build stays ours. Its add-on lets you use it on your board while you are a client and its fees are paid. It never transfers ownership of the agent to you, and agents are not for sale under these terms.

Upkeep means we look after the agent for you, for example by updating it when a service it uses changes, or by repairing it when it stops working as set up. Upkeep does not mean the agent will always work, will work without interruption or will produce any result, and how and when the work is done is for us to decide.

Agents you bring. We are building a way for you to connect an agent made by another company, or one you make yourself, to your board. Where your board has it, an agent you bring connects only in the way we provide, is off until you or someone you have authorised turns it on, and can use only the tools allowed to it under the setting you chose for each tool. It runs in its own service, under the terms of the company that makes it, and the information it can reach on your board goes to that company. An agent you bring is not ours. We do not check it or look after it, and you are responsible for it and for everything it does on your board, as if you had done it yourself.

If you ask us to look after an agent you bring and we agree, a setup fee and a monthly upkeep fee apply, as set out in your invoice, and upkeep has the meaning above. Otherwise we are not responsible if it stops working or does something you did not intend. If it stops working, we may pause it and offer to fix it for a fee.

We may switch off, freeze, limit or remove any agent on your board at any time, including an agent you bring, and including if it stops working, if it acts in a way that may harm you, the service, other clients or anyone else, or if it breaks these terms. Where we remove an agent we build for reasons that are not your fault, we may refund the part of its add-on you have paid for time after it stops. When your service ends, or an agent's add-on ends, that agent stops working on your board, and an agent you bring loses its access to your board.

Freeze

Your board may include a freeze control. Where it does, freeze is designed to stop Abel, automations and agents on your board from starting new actions on their own, all at once, until you or someone you have authorised unfreezes it. Freezing does not disconnect your accounts, end the service or pause billing, and it is separate from a pause for a missed payment.

Freeze cannot undo or recall an action that has already happened, such as a message already sent or a payment already made. An action already on its way when you freeze may still complete. Freeze does not stop anything that runs on its own in another company's service, such as a scheduled post or a rule set up in that service.

We do not promise that freeze will stop any particular action in time, and we are not responsible for actions that freeze did not stop. We may also freeze your board, or any tool, automation or agent on it, ourselves, as set out under Suspension and ending the service. A freeze we make stays in place until we lift it.

The action log

Your board may keep an action log: a record of activity on it, such as approvals, changes to tool settings, freezes, and actions taken by Abel, automations and agents, with who or what did them and when. Where it does, you and the people you authorise can see it on your board.

The log may not record everything. It does not record what happens directly in another company's service, it may miss or delay entries when something fails, and it is not a backup. Keep your own records of anything you need to keep.

We may use the log to run, secure and support the service, to look into problems and disputes, and to enforce these terms, and we may rely on it as a record of the settings and approvals on your board. We may keep a copy of the log for up to six years, including after the service ends. How we handle the information in it is set out in our privacy policy.

Third-party services and connected accounts

Your dashboard can connect to accounts you hold with other companies, such as your Google Business Profile. You are responsible for those accounts, for having the right to connect them, and for following the terms of the companies that provide them.

You choose which accounts to connect, and you can disconnect any of them at any time, from Setup in your dashboard or from the provider's own account settings. Once an account is disconnected, the dashboard stops reading it and stops acting on it.

We act on a connected account only as you direct. For example, a reply to one of your Google reviews is posted only after you, or someone you have authorised, approves it. Those services are run by other companies, and we cannot control when they change or become unavailable.

How we handle the data that comes from connected accounts is set out in our privacy policy.

YouTube

Where your board shows information from YouTube, it uses YouTube API Services. By using that part of your board, you agree to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms.

No professional advice

Nothing on the site, on your board or in anything Abel drafts is legal, financial, tax, accounting, medical or other professional advice, and using the service does not make us your adviser. Get advice from a qualified professional before acting on anything that matters to your business.

We do not promise any result, such as more sales, more reviews, better ratings, saved time or lower costs.

Fees and payment

Every board is a setup fee plus a monthly. Each agent we build that runs on your board adds its own monthly add-on, which covers building it and its upkeep. If we agree to look after an agent you bring, its setup fee and monthly upkeep fee are added too. The amounts are as set out in your invoice.

We send invoices by email. You can pay by card or by US bank account (ACH debit) through our payment processor. Work on your board's server starts after the first invoice is paid.

After that, the monthly is charged automatically to the payment method on file on each billing date until the service ends. By adding a payment method you authorise us and our payment processor to charge it for the amounts due under these terms and your invoices. Where we have agreed to bill you another way, the monthly is due by the date on your invoice.

Fees do not include taxes. You are responsible for any taxes that apply, other than taxes on our income.

If a payment fails, we may give you time to update your payment method. If it still has not gone through, we may pause your board until a payment goes through. A paused board stops reading, drafting, sending and acting, including its automations and agents. If a payment still has not gone through 30 days after it was due, the service ends, as set out under Suspension and ending the service.

We may change the fees for future billing periods. A change applies from the billing period after we tell you about it by email, and you can cancel as set out below.

Money-back guarantee and cancelling

Money-back guarantee. If you're not happy within 30 days of handover, the setup fee is refunded. Use the board for up to 30 days after handover, and if it isn't right for you, say so and we refund the setup fee. The monthly you have already used is not refunded.

Apart from that guarantee, fees are not refundable, except where the law requires a refund.

Cancel anytime with 30 days notice. No contract to run down. You can give notice from Billing in your account or by writing to us. Your board keeps running to the end of the 30 days and then stops. A monthly bill whose date falls inside the notice period is charged in full.

Suspension and ending the service

We may suspend, limit or freeze your board or any tool, automation or agent on it, or end the service, if you break these terms, if a payment is not made, if we are required to by law or by a provider we rely on, or if we reasonably believe it is needed to protect the service, other clients, third parties or us. Where we end the service for reasons that are not your fault, we may refund the part of any monthly you have paid for time after it ends.

We may decline to design or build a board, to build from a design you send us, to build an agent, or to take on a client, for any lawful reason.

When the service ends, for any reason, including a payment that has not gone through, your board stops reading, drafting, sending and acting, and any agent on your board stops. For the next 30 days, you and the people you have authorised can still export your data, and for a further 30 days your board stays open to you read-only. At the end of that time your account with us is closed, and your board, the server it runs on and the data on them are deleted, and their backups are deleted or made unreadable, apart from the copies we keep as set out in our privacy policy, such as the action log and billing records, which we may keep for up to six years. Export anything you want to keep before then.

We may shorten or skip these periods where we end the service because of unlawful activity, or where the law or a provider we rely on requires it.

Acceptable use

Use the site and the service lawfully and as intended. In particular, do not:

• use the service to send spam, or messages to people who have not agreed to receive them where the law requires that;
• send, post or store anything unlawful, deceptive, infringing, harassing or harmful;
• connect accounts you do not have the right to connect, or use the service in breach of another company's terms;
• misrepresent who you are or who you act for;
• probe, scan, overload or attack the site, the boards or the systems behind them, or work around their security or limits;
• copy, scrape, resell or reverse engineer the site or the service, or use them to build a competing service or a dataset;
• use the designer to create anything other than a sample board for yourself or for a business you run or work for;
• use an automation, an agent or an AI of your own to do anything these terms do not allow you to do yourself;
• use an AI or any other automated means to create accounts for anyone other than yourself or a business you run or work for, or to create accounts in bulk;
• try to make an automation or an agent, including an agent you bring, get around your board's tool settings, freeze or action log, where your board has them.

We may remove content, block access, suspend a board and report unlawful activity to the authorities, without notice and without liability to you.

Your content

You keep the rights you have in the content you give us or that comes from your connected accounts. You give us permission to host, copy, process, transmit and display it, and to share it with the providers we use, as needed to run, secure, support and improve the service and as set out in our privacy policy and, for clients, our Data Processing Addendum. You confirm that you have the rights needed to give us that permission.

Ideas and feedback you give us are not confidential, and we may use them without any obligation to you.

Board designs and who owns them

If you make a design for your board, for example with the designer on our site or with an AI of your own, and send it to us, the design is non-exclusive: you keep the rights you have in it and may use it elsewhere, and we may make the same or similar designs for others. You give us a non-exclusive, worldwide, royalty-free permission to use, copy, change and adapt it to build, run, support and improve your board and the service, which continues after the service ends for what we have built from it. You confirm that you have the rights needed to give us that permission and that the design does not copy anyone else's work, name or brand without their permission.

The board we build from your design is part of our service. Its code, the parts we keep the same on every board, what our designer adds, and anything we make, including any design we make for you, belong to us, as set out under Our service and trademarks.

Layouts, ideas and features in a design you send us are not confidential. A design made with another company's AI tool is also subject to that company's terms.

Our service and trademarks

The site, the boards, their design, code, text and images, the agents we build, and the Smart Business HQ and Abel names belong to us or our licensors, apart from your content and the rights you keep in a design you made yourself. While you are a client and your fees are paid, you may use your board, and the agents on it, for your own business. You may not otherwise copy, modify, distribute or reuse any of it without our written permission.

No warranties

The site, the designer, your board, Abel and everything they produce are provided as is and as available, without warranties of any kind, express or implied, including any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, non-infringement, or uninterrupted, secure or error-free operation.

In particular, we do not warrant that the service will always be available, that no data will be lost, that a connected service will keep working with your board, that anything Abel drafts is correct, that Abel, an automation or an agent will act as you intended, that freeze will stop any action in time, or that the action log is complete. Services run by other companies, such as the accounts you connect, hosting, payments, AI models, the company behind any AI of your own and the company behind any agent you bring, can change or stop working, and we are not responsible for them.

Limitation of liability

To the fullest extent the law allows, we and our owners, staff and contractors are not liable to you for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or opportunity, arising out of or connected with the site, the service or these terms, however caused and under any theory of liability, even if we were told such loss was possible. This includes loss arising from anything Abel, the designer, an automation or an agent drafts or does, from an action a tool takes while it sends by itself, from anything an AI of your own does on the site for you, and from anything an agent you bring does on your board.

To the same extent, our total liability to you for all claims arising out of or connected with the site, the service or these terms is limited to the amounts you paid to us for the service in the three months before the event giving rise to the claim.

Some jurisdictions do not allow some of these limits. Where they do not, our liability is limited to the fullest extent the law allows, and nothing in these terms limits liability that cannot be limited by law.

Indemnity

You agree to indemnify and hold us and our owners, staff and contractors harmless from any claims, losses, liabilities and expenses, including reasonable legal fees, arising out of your use of the site or the service, the content and designs you give us or approve, anything an AI of your own does on the site for you, any agent you bring, the accounts you connect, the tool settings you choose, anything sent, posted or done from your board, including by Abel, an automation or an agent, or your breach of these terms, another company's terms or the law.

Disputes and governing law

If you have a dispute with us about the site, the service or these terms, write to us first at the address below and allow thirty days for us to try to resolve it before starting any proceeding.

Any claim arising out of or connected with the site, the service or these terms must be brought within one year of the event giving rise to it, or it is permanently barred, except where the law does not allow that limit.

Disputes are resolved on an individual basis. To the extent the law allows, you agree not to bring or take part in a class, collective or representative action against us, and you waive any right to a jury trial.

These terms, and any dispute arising out of them or out of your use of the site or the service, are governed by the law of the State of Nevada, without regard to its conflict-of-laws rules. Any proceeding will be brought in the state or federal courts located in Clark County, Nevada, and you agree to their jurisdiction.

Changes to these terms

We may change these terms at any time. The date at the top of this page changes when they do. Using the site or the service after that means you accept the version on this page.

General

These terms, with your invoices, our Data Processing Addendum where it applies, and any written agreement between us, are the entire agreement between you and us about the site and the service. If any part of them is found unenforceable, the rest stands. If we do not enforce a term, we have not waived it. You may not assign these terms without our written permission; we may assign them to a successor. We are not liable for delays or failures caused by events outside our reasonable control. Headings are for convenience only. We may provide these terms in other languages. If a translation differs from the English version, the English version controls, except where the law requires otherwise.

Contact

Questions about these terms can be sent to alex@thecoverdalegroup.com.

How we handle personal information is set out in our privacy policy.