Technivant Consulting, LLC — Terms of Service
Effective Date: March 19, 2026
By engaging Technivant Consulting, LLC ("Technivant," "we," or "us") for any services, you ("Client" or "you") agree to be bound by these Terms of Service ("Terms"). These Terms apply to all work — whether initiated through a written agreement, statement of work, email, or other arrangement.
If you have signed a separate service agreement with Technivant (such as a Platform Service Agreement), that agreement governs your engagement and takes precedence over these Terms to the extent of any conflict. These Terms apply to matters not addressed by your signed agreement.
1. Services and Scope
Technivant is a Missouri limited liability company offering two categories of services:
(a) Project Services. Custom web development, design, consulting, and related deliverables scoped on a per-project basis, typically governed by a statement of work, proposal, or other written scope.
(b) Platform Services. Ongoing, subscription-based services delivered through Technivant's proprietary managed platform, including website design, development, hosting, optimization, and maintenance. Platform Services are governed by a separate signed service agreement that defines the specific terms of your engagement.
Engagement scope is defined by the Parties' agreement in writing, email, or verbally. Technivant reserves the right to request written clarification of scope and to pause work pending such clarification.
2. Payment
Project Services are billed on a time-and-materials basis at Technivant's current hourly rates, unless the Parties agree otherwise in writing. Invoices are due within thirty (30) days of receipt.
Platform Services are billed according to the fee schedule and payment terms in the applicable signed service agreement. Setup fees, subscription fees, payment methods, and billing cycles are defined in that agreement.
Unpaid amounts may accrue interest at one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if lower). Technivant may suspend or terminate work — including access to any platform or hosted services — for overdue payments.
Retainers or deposits may be required before commencing Project Services. All fees are exclusive of applicable sales, use, and similar taxes, which are Client's responsibility.
3. Intellectual Property and Ownership
Project Services
Upon full and final payment of all fees due for the applicable project, Technivant assigns to Client all right, title, and interest in custom work created solely for Client as part of that project. Technivant retains ownership of all work product until fees are paid in full.
Technivant Pre-Existing Property: Technivant retains all rights to its pre-existing tools, frameworks, libraries, trade secrets, processes, and know-how. Where such materials are incorporated into deliverables assigned to Client, Client receives a perpetual, non-exclusive, royalty-free license for the intended use of those deliverables.
Platform Services
Technivant retains all right, title, and interest in and to its platform, including all underlying software, code, configurations, frameworks, templates, designs, automations, integrations, and related systems, together with all improvements, modifications, and derivative works thereof.
Client receives a non-exclusive, non-transferable, revocable license to access and use the platform during the term of the applicable service agreement. Ownership rights do not transfer to Client. Access ceases upon expiration, termination, non-renewal, or non-payment.
Client retains ownership of its authored content (text, images, media, and other content provided by Client or created specifically for Client's use). Technivant's specific obligations regarding client content and data are defined in the applicable signed service agreement.
Portfolio Use
Technivant may use completed work in portfolio and marketing materials unless otherwise agreed in writing.
4. Open-Source Software
Work may incorporate open-source software (such as Drupal or similar systems) governed by their respective licenses (e.g., GNU GPL, MIT). Technivant cannot grant rights beyond the terms of applicable open-source licenses. Client is responsible for understanding and complying with such license requirements.
5. Client Responsibilities
Client shall provide required content, data, credentials, and materials in a timely manner. Technivant is not responsible for delays resulting from Client's failure to do so.
For Project Services, Client is solely responsible for maintaining backups of existing websites, data, and configurations before Technivant commences work.
For Platform Services, Client responsibilities are defined in the applicable signed service agreement.
6. Warranty and Disclaimer
Project Services: Technivant warrants that Project Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For thirty (30) days following delivery of custom code, Technivant will correct defects that cause inconsistency with the agreed-upon scope at no additional charge.
Platform Services: Platform Services are warranted as set forth in the applicable signed service agreement.
General Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES ABOVE OR IN A SIGNED SERVICE AGREEMENT, TECHNIVANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO WARRANTIES APPLY TO THIRD-PARTY SOFTWARE, PLUGINS, MODULES, OR NON-CUSTOM CODE. TECHNIVANT DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES RELATED TO SEARCH ENGINE RANKINGS, TRAFFIC, LEADS, OR OTHER PERFORMANCE METRICS.
7. Limitation of Liability
TECHNIVANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, DECREASED WEB TRAFFIC, OR SEARCH ENGINE RANKING CHANGES. TECHNIVANT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO TECHNIVANT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Confidentiality
Each Party shall maintain the confidentiality of proprietary or sensitive business information received through the engagement and shall not disclose such information to any third party without the other Party's written consent, except as required by law.
Confidentiality obligations survive the termination of any engagement for a period of two (2) years, except that obligations regarding trade secrets continue for so long as such information remains a trade secret under applicable law.
9. Termination
Project Services: Either party may end a project engagement at any time with written notice (including email). Upon termination, Client pays for all services performed through the termination date. Upon full payment, Technivant will deliver completed and in-progress custom project work.
Platform Services: Termination of Platform Services is governed by the applicable signed service agreement. Upon termination, Technivant will export Client's authored content and data as specified in that agreement. For clarity, the platform, underlying systems, configurations, and proprietary technology remain the property of Technivant and are not delivered to Client upon termination.
Both: Intellectual property, confidentiality, limitation of liability, and dispute resolution provisions survive termination of any engagement.
10. Dispute Resolution and Governing Law
The Parties shall attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days.
Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Missouri or remotely at the arbitrator's discretion. Judgment on the arbitration award may be entered in any court having jurisdiction.
Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.
Missouri state law governs these Terms, excluding conflict-of-laws principles.
11. General Provisions
These Terms establish the baseline understanding for all engagements. Where a signed service agreement exists, it takes precedence. Unenforceable provisions do not invalidate the remainder. Non-enforcement does not constitute waiver.
Contact: Technivant Consulting, LLC | 10880 Baur Blvd., St. Louis, MO 63132 | [email protected]