Technivant Consulting, LLC
Effective Date: May 4, 2010
By engaging Technivant Consulting, LLC (“Technivant”) to provide any web development, design, or related consulting services (“Services”), whether pursuant to a written agreement or otherwise, you (“Client”) agree to be bound by these Terms of Service (“Terms”). These Terms apply to all work performed by Technivant for the Client, including work initiated by verbal agreement, email correspondence, or any other informal arrangement. In the event of a conflict between these Terms and a separate signed agreement between the parties, the signed agreement shall control.
1. Services and Scope
Technivant is a Missouri limited liability company that provides web development, web design, and related digital consulting services as an independent contractor. The scope of any engagement will be defined by whatever the parties have agreed to, whether in writing, by email, or verbally. Technivant is not an employee, partner, or agent of the Client, and nothing in these Terms creates any such relationship.
Where no formal scope document exists, the Services shall be understood as those reasonably described in the communications between the parties. Technivant reserves the right to request written clarification of scope at any time, and to pause work until such clarification is provided.
2. Payment
Technivant primarily provides Services on a time-and-materials basis. Unless the parties have expressly agreed otherwise in writing, all work will be billed at Technivant’s current hourly rate. Certain Services may be offered on a subscription or recurring-fee basis, as agreed by the parties.
Invoices are due and payable within thirty (30) days of receipt. Any invoice not paid when due shall be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance. Technivant reserves the right to suspend or terminate work—including access to any hosted or subscription-based Services—on any engagement for which payment is overdue.
Technivant may require a retainer or deposit before commencing work. The Client is responsible for payment directly to Technivant, regardless of whether the work is ultimately intended for a third party.
3. Intellectual Property and Ownership
Ownership of work product depends on the nature of the engagement:
Custom Project Work. For Services performed on a project basis (e.g., custom website design and development), and subject to full payment of all fees owed, Technivant assigns to the Client all right, title, and interest in the custom work product created solely for the Client under the engagement. Until all fees are paid in full, Technivant retains ownership of all such work product.
Subscription and SaaS Services. For Services provided on a subscription, hosted, or software-as-a-service (“SaaS”) basis, the Client receives a limited, non-exclusive, non-transferable license to access and use the applicable platform, application, or deliverable for the duration of the subscription term and so long as all fees remain current. Technivant retains all right, title, and interest in and to the underlying software, platform, code, design, and all related intellectual property. The Client does not acquire any ownership rights in subscription-based or SaaS deliverables. Upon expiration, termination, or non-renewal of the subscription, or upon non-payment of applicable fees, the Client’s right to access and use the platform or deliverable shall immediately cease.
Technivant Pre-Existing Property. Regardless of engagement type, Technivant retains all rights to its pre-existing tools, frameworks, trade secrets, general know-how, and proprietary processes. Where any such pre-existing property is embedded in a deliverable assigned to the Client, the Client receives a perpetual, non-exclusive, royalty-free license to use it solely to the extent necessary for the Client to use the deliverable as intended.
Technivant may use completed work in its portfolio and marketing materials.
4. Open Source Software
Technivant’s work may incorporate open source software (e.g., WordPress, Drupal, Magento) governed by its own license terms (e.g., GNU GPL, MIT). Technivant cannot grant rights to open source software beyond what its license permits. The Client is responsible for understanding and complying with any applicable open source license terms.
5. Client Responsibilities
The Client shall provide Technivant with all content, data, credentials, and other materials necessary to perform the Services in a timely manner. Technivant is not responsible for delays or issues caused by the Client’s failure to provide required materials. The Client is solely responsible for maintaining backups of its existing website, data, and configurations prior to the commencement of Technivant’s work.
6. Warranty and Disclaimer
Technivant warrants that Services will be performed in a good and workmanlike manner. For a period of thirty (30) days following delivery of completed work, Technivant will correct, at no additional charge, any defect in custom code developed by Technivant that causes the deliverable to function inconsistently with what the parties agreed upon.
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, TECHNIVANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TECHNIVANT MAKES NO WARRANTY REGARDING THIRD-PARTY SOFTWARE, PLUGINS, MODULES, OR CODE NOT CUSTOM-DEVELOPED BY TECHNIVANT.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECHNIVANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, DECREASED WEB TRAFFIC, OR SEARCH ENGINE RANKING CHANGES. TECHNIVANT’S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM.
8. Confidentiality
Each party agrees to keep confidential any proprietary or sensitive business information received from the other party in connection with the Services, and not to disclose such information to third parties without prior written consent, except as required by law.
9. Termination
Either party may end an engagement at any time upon written notice (including email). Upon termination, the Client shall pay for all Services performed through the date of termination. Upon receipt of all amounts owed, Technivant shall deliver all completed and in-progress custom project work product to the Client. For subscription or SaaS Services, termination or non-renewal shall result in the immediate cessation of the Client’s access to the applicable platform or deliverable.
10. Dispute Resolution and Governing Law
If a dispute arises, the parties agree to first attempt resolution through good-faith negotiation for thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue any remedies available at law or in equity in the state or federal courts located in St. Louis County, Missouri. Each party consents to the exclusive jurisdiction and venue of such courts.
These Terms shall be governed by the laws of the State of Missouri, without regard to conflict-of-laws principles.
11. General Provisions
These Terms represent the baseline understanding between the parties for any engagement not governed by a separate signed agreement. If any provision is held unenforceable, the remainder shall continue in full force. The failure to enforce any provision shall not constitute a waiver. The provisions relating to intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination of any engagement.
Technivant Consulting, LLC
10880 Baur Blvd., St. Louis, MO 63132
[email protected]