Terms and Conditions

Last updated: February 2025

Terms and Conditions

1. Definitions

• 1.1 "Ovalweb", "we", "us", or "our" refers to the service provider, Cristoval Martinez or Ovalweb.
• 1.2 "Client", "you", or "your" refers to the individual or entity entering into the agreement with Ovalweb.
• 1.3 "Services" means web development, software development, hosting, support, maintenance, and any other related services provided by Ovalweb.
• 1.4 "Agreement" means the contract executed between Client and Ovalweb, including these Terms and Conditions.

1. Privacy Policy

We respect your privacy. Our collection, use, and handling of personal information is governed by our Privacy Policy. By using our services or website, you consent to the practices described in our Privacy Policy.

3. Acceptance of Terms

• 2.1 By engaging Ovalweb's services or accessing our website, you agree to be bound by these Terms and Conditions.
• 2.2 These Terms and Conditions are binded into any agreement or contract between Client and Ovalweb.

3. Scope of Services

• 3.1 Ovalweb will provide services as described in the executed contract or proposal.
• 3.2 Any additional services requested beyond the scope require a separate agreement or amendment.
• 3.3 We reserve the right to subcontract parts of the Services as necessary.

4. Client Obligations

• 4.1 Client agrees to provide all necessary information, materials, and access required for Ovalweb to perform the Services.
• 4.2 Client shall designate a representative authorized to make decisions and approvals promptly.
• 4.3 Client is responsible for compliance with all applicable laws regarding their use of the Services.

5. Fees, Payment Terms, and Retainers

5.1 Payment Terms

• 5.1.1 All fees are due as specified in the Agreement.
• 5.1.2 Payments are due within the stated period (e.g., 30 days) from invoice date.
• 5.1.3 Late payments may incur interest and/or suspension of Services.

5.2 Retainer Agreements

• 5.2.1 Retainer fees are payable in advance for agreed-upon periods.
• 5.2.2 Retainers are non-refundable except as otherwise specified in the Agreement.
• 5.2.3 All Terms and Conditions, including termination and payment clauses, fully apply to retainer arrangements.
• 5.2.4 Early termination of a retainer does not relieve Client of obligation to pay fees due for the remainder of the agreed term.

5.3 Refunds and Cancellations

• 5.3.1 Unless otherwise stated, fees paid are non-refundable.
• 5.3.2 Cancellation or termination by Client does not waive outstanding payment obligations.

6. Term and Termination

6.1 Term of Agreement

• 6.1.1 The Agreement shall commence on the Effective Date and continue for the period stated in the Agreement.

6.2 Termination by Client

• 6.2.1 Client may terminate by providing the required written notice as specified in the Agreement (e.g., 30 days).
• 6.2.2 Early termination by Client does not waive payment for the entire contract term unless otherwise agreed.

6.3 Termination by Ovalweb

• 6.3.1 Ovalweb may terminate for material breach, non-payment, or other just cause with written notice.
• 6.3.2 Termination will be effective as stated in the notice.

6.4 Effects of Termination

• 6.4.1 Client shall pay all fees due up to the effective date of termination and any applicable early termination fees.
• 6.4.2 Upon termination, Ovalweb may withhold work product and cease Services until payment is received.
• 6.4.3 Client shall return or destroy any confidential information and cease use of any Ovalweb intellectual property unless otherwise agreed.

7. Intellectual Property Rights

• 7.1 Unless otherwise agreed, Client owns final deliverables upon full payment.
• 7.2 Ovalweb retains ownership of pre-existing tools, code, or methodologies used in delivering Services.
• 7.3 Client grants Ovalweb a license to use Client's materials as necessary to provide Services.

8. Confidentiality

• 8.1 Both parties agree to keep confidential information secure and not disclose it except as required by law or with consent.
• 8.2 Confidentiality obligations survive termination for a period of five (5) years.

9. Warranties and Disclaimers

• 9.1 Ovalweb warrants that it will perform Services in a professional manner consistent with industry standards.
• 9.2 Ovalweb does not warrant that software or systems will be error-free or uninterrupted.
• 9.3 Client agrees Services are provided "as is" and Ovalweb disclaims all other warranties, express or implied.

10. Limitation of Liability

• 10.1 To the maximum extent permitted by law, Ovalweb's total liability is limited to the fees paid by Client under the Agreement.
• 10.2 Ovalweb shall not be liable for any indirect, incidental, consequential, punitive, or special damages.
• 10.3 Client agrees not to hold Ovalweb liable for system failures, downtime, data loss, or damages arising from use of Services.

11. Indemnification

• 11.1 Client shall indemnify and hold Ovalweb harmless from any claims, damages, or losses arising out of Client's use of Services or breach of this Agreement.

12. Force Majeure

• 12.1 Ovalweb shall not be liable for delays or failures caused by events beyond its reasonable control including acts of God, war, pandemics, or technical failures.

13. Reservation of Rights

• 13.1 All rights not expressly granted to Client are reserved by Ovalweb.
• 13.2 Ovalweb reserves the right to modify, suspend, or discontinue Services or these Terms at any time with notice.

14. Governing Law and Jurisdiction

• 14.1 This Agreement shall be governed by the laws of San Francisco, California.
• 14.2 Any disputes shall be subject to the exclusive jurisdiction of the courts in United States

15. Dispute Resolution

• 15.1 Parties agree to attempt good faith negotiations before pursuing formal dispute resolution.
• 15.2 If unresolved, disputes shall be resolved by binding arbitration or mediation as specified in the Agreement.

16. Amendments to Terms

• 16.1 Ovalweb may update these Terms and Conditions from time to time.
• 16.2 Continued use of Services after notice constitutes acceptance of the updated terms.

17. Severability

• 17.1 If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.

18. Assignment

• 18.1 Client may not assign or transfer rights without Ovalweb's prior written consent.
• 18.2 Ovalweb may assign or subcontract without Client's consent.

19. Entire Agreement

• 19.1 This Agreement, including all incorporated documents and Terms and Conditions, constitutes the entire agreement between the parties.
• 19.2 It supersedes all prior negotiations, representations, or agreements.

20. Acknowledgment

• 20.1 Client acknowledges having read, understood, and agreed to these Terms and Conditions.
• 20.2 Client agrees these terms apply to all services including ongoing retainers, projects, and support.