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Terms & Conditions

1. Introduction

This Terms of Service Agreement ("Agreement") is entered into by and between Invenio Designs, a Texas Company ("Company" or "We"), and the customer ("Customer" or "You"). This Agreement governs your use of our website design and marketing services ("Services"). By using our Services, you agree to abide by the terms and conditions set forth in this Agreement.


2. Confidentiality

2.1. Confidential Information: Both parties acknowledge that during the course of providing and receiving Services, they may have access to confidential information. Confidential information includes but is not limited to business strategies, marketing plans, trade secrets, client lists, and any proprietary information marked as confidential. Both parties agree to maintain the confidentiality of such information.

2.2. Exceptions: The confidentiality obligations do not apply to information that is publicly available, known to the receiving party prior to disclosure, or required to be disclosed by law.


3. Liability

3.1. Limitation of Liability: The Company's liability for any direct damages arising from the use of our Services is limited to the total amount paid by you for those Services during the twelve (12) months preceding the event giving rise to the claim.

3.2. Indemnification: You agree to indemnify and hold the Company and its affiliates, officers, agents, and employees harmless from any claims, damages, or losses arising out of your use of our Services, your violation of this Agreement, or your infringement of any intellectual property rights.


4. Copyright Infringement

4.1. Intellectual Property Ownership: (a) General Ownership: Unless otherwise specified in writing, all intellectual property rights, including but not limited to copyrights, trademarks, and design rights, arising from the design and content created as part of our Services shall be owned by the Company.

(b) Client-Supplied Assets: However, certain assets such as media, logos, and website content provided to the Company by the client shall remain the property of the client.

(c) Website Ownership: In the majority of cases, ownership of the website itself shall be vested in the client.

4.2. Copyright Infringement Claims: If you believe that your intellectual property rights have been infringed upon, please contact us with a notice of infringement, including the specific details of the alleged infringement. We will investigate the claim promptly and take appropriate action in accordance with applicable laws.

5. Payment Structure

5.1. Payment Terms: The specific payment terms, including fees, invoicing details, and payment schedules, will be outlined in a separate agreement or invoice provided by the Company. Payment terms may vary depending on the scope of work and the terms agreed upon in individual Statements of Work (SOWs).

6. Statement of Work (SOW)

6.1. Scope of Work: Each project or engagement will be defined by a separate Statement of Work ("SOW"). The SOW will outline the specific project details, including objectives, deliverables, milestones, timelines, and any other relevant terms and conditions. The SOW is considered an integral part of this Agreement and must be agreed upon by both parties before work commences.

7. Termination

7.1. Termination by Either Party: Either party may terminate this Agreement by providing written notice to the other party. Notice periods and termination procedures will be outlined in the termination provisions of this Agreement or any relevant SOW.

7.2. Termination for Cause: The Company reserves the right to terminate this Agreement immediately if you breach any material term or condition of this Agreement or any SOW.


8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of law principles.


9. Miscellaneous

9.1. Entire Agreement: This Agreement, including any SOWs, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, whether written or oral.

9.2. Amendments: The Company reserves the right to modify this Agreement at any time. Any changes will be effective upon posting on our website. We will make reasonable efforts to notify you of significant changes.


10. Communication and Support

10.1. Communication Channels: The parties agree to communicate primarily through email or other agreed-upon channels for project-related discussions, updates, and support.

10.2. Response Times: The Company will make reasonable efforts to respond to your inquiries and support requests within [insert response time, e.g., 24-48 hours] during normal business hours.


11. Client Responsibilities

11.1. Timely Cooperation: You agree to provide timely and necessary cooperation, feedback, and information required for the successful completion of the project as outlined in the applicable Statement of Work (SOW).

11.2. Content and Materials: You are responsible for providing all necessary content, materials, and permissions required for the project. The Company will not be held responsible for delays caused by your failure to provide such materials.


12. Termination and Refunds

12.1. Termination for Convenience: Either party may terminate a project or engagement for convenience upon written notice. In such cases, you agree to compensate the Company for work completed up to the termination date, as outlined in the applicable SOW.

12.2. Refunds: Refunds will not be provided for payments received, unless specified otherwise in the relevant terms for your convenience. A refund will only be considered if Invenio Designs is found to be in breach of the Statement of Work (SOW) or the agreement.


13. Dispute Resolution

In the event of a dispute arising from or related to this Agreement or any project, both parties agree to attempt to resolve the dispute through mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of [insert arbitration institution]. The prevailing party in arbitration shall be entitled to recover reasonable attorney's fees and costs.


14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to acts of nature, acts of government, strikes, or power failures.


15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.


16. Waiver

The failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.


17. Assignment

You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.


18. Survival

The sections related to confidentiality, intellectual property, limitation of liability, indemnification, and any other provisions that by their nature should survive termination shall survive the termination or expiration of this Agreement.

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