Terms & Conditions of Service
Definitions
- Client: The individual or entity purchasing services from Senavia.
- Services: Web development, digital marketing, SEO, online advertising, enterprise software development, and related services.
- Agreement: These Terms and any proposal, order, SOW, or addendum referenced herein.
Acceptance of Terms
By accessing, contracting, or using the Services, the Client agrees to be bound by this Agreement. Acceptance occurs upon service engagement, payment, proposal approval, or signature (including e-signature).
Scope, Deliverables & Client Responsibilities
Deliverables, milestones, and timelines are defined in the proposal/SOW. The Client will provide timely access, credentials, assets, approvals, and subject-matter input. Project schedules may shift proportionally to delays outside Senavia’s control.
Fees, Invoicing & Payment
Fees and due dates appear on the accepted quote/invoice. Once Services have commenced, payments are non-refundable unless agreed in writing. Malicious chargebacks are prohibited. Late or unpaid balances may trigger suspension and recovery of interest, attorney’s fees, and collection costs.
Intellectual Property
- The Client retains ownership of pre-existing materials provided to Senavia.
- Senavia retains ownership of proprietary tools, frameworks, templates, libraries, and know-how used to deliver Services.
- Upon full payment, the Client receives a non-exclusive, non-transferable license to use deliverables for their intended business purpose.
- Unless the Client opts out in writing, the Client grants Senavia a limited license to display the Client’s name/logo and project outcomes in Senavia’s portfolio and marketing materials.
Confidentiality
Both parties shall keep confidential all non-public information disclosed during the engagement, using reasonable safeguards. Exceptions include information already public, independently developed, lawfully received from third parties, or required by law/court order (with prompt notice where legally permissible).
Non-Solicitation
The Client will not solicit for employment or hire Senavia’s employees or contractors during the engagement and for 12 months thereafter, without Senavia’s prior written consent.
Compliance & Accessibility
Unless expressly contracted, the Client remains responsible for the legal compliance of its properties and content (privacy, advertising, sectoral rules, accessibility/ADA, etc.). Senavia can provide compliance services under a separate SOW.
Warranties & Disclaimers
Services are provided “as is.” Except as expressly stated in a signed SOW, Senavia disclaims warranties (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement). Marketing/SEO outcomes vary by factors beyond Senavia’s control; no specific rankings or ROI are guaranteed.
Limitation of Liability
To the maximum extent permitted by law, Senavia is not liable for indirect, incidental, special, punitive, or consequential damages (including lost profits/revenue). Senavia’s aggregate liability for any claim is limited to the amounts paid by the Client for the specific Service giving rise to the claim during the six (6) months preceding the event.
Indemnification
The Client shall indemnify, defend, and hold Senavia harmless from claims, losses, and expenses arising out of: (i) the Client’s content, data, or instructions; (ii) the Client’s unlawful use of the Services; (iii) breach of this Agreement; or (iv) non-compliance with applicable laws by the Client.
Electronic Communications & TCPA
Electronic communications (email, chat, SMS) may be used for notices and approvals. For SMS, the Client acknowledges TCPA consent requirements for its own end-users and agrees to respect opt-out commands (STOP) and to maintain consent records where applicable.
Force Majeure
Neither party is liable for delay or failure due to events beyond reasonable control (natural disasters, war, strikes, utility/Internet failures, governmental actions, pandemics).
Term, Termination & Transition
Term and termination rights appear in the proposal/SOW. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, the Client will pay for work performed and reasonable non-cancellable commitments. Handover/transition assistance may be provided at standard rates.
Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law. Venue and exclusive jurisdiction lie in the state or federal courts located in Broward County, Florida. Prior to litigation, the parties will attempt good-faith negotiation and may elect mediation/arbitration.
Assignment, Severability, Entire Agreement
Neither party may assign this Agreement without the other’s consent (except in connection with merger or sale of substantially all assets). If any provision is held invalid, the remainder will remain in full force. This Agreement constitutes the entire understanding and supersedes prior discussions.
Modifications
Senavia may modify these Terms upon 30 days’ notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. The current version is posted at https://www.senaviacorp.com/terms-and-conditions.