Terms of Service

These Terms apply each time you request a proposal, sign a Statement of Work ("SOW"), pay an invoice, or otherwise engage Orbento. Together with any signed SOW, they constitute the entire agreement between the parties for the services described.

If a SOW conflicts with these Terms, the SOW prevails for the matter expressly addressed in that SOW. All other matters continue to be governed by these Terms.

You represent that you have authority to bind the entity you act for, and that you are at least 18 years old.

Orbento is a trade name of ORBENTO LLC, a limited liability company. We provide professional web development, AI integration, performance optimization, search engine optimization, security implementation, hosting consultancy, and related services to business clients.

Our services are sold to businesses (B2B) and to professional sole proprietors. We do not sell physical goods. Where these Terms refer to "the services," they mean the professional services described in the applicable SOW or quote.

Orbento provides the following categories of services: design and development of websites and web applications; AI integration and conversational interfaces; performance and Core Web Vitals optimization; search engine optimization; security implementation; deployment, hosting setup, and DevOps consulting; and ongoing maintenance and support.

The exact deliverables, technologies, acceptance criteria, and assumptions for each engagement are defined in the SOW or written quote agreed by the parties. Anything not expressly listed in the SOW is out of scope.

A project begins when both parties accept a written SOW (which may take the form of an emailed proposal acceptance, a signed document, or a click-to-accept agreement) and the deposit, if any, is received.

Change requests outside the agreed scope must be submitted in writing and will be evaluated for impact on price and schedule. Orbento is not obligated to perform work outside the SOW until a written change order or revised SOW is accepted.

Estimated delivery dates assume timely Client feedback, content, access, and approvals. Delays in those inputs will extend delivery dates by a corresponding amount.

Fees are set out in the applicable SOW or quote and are quoted in United States Dollars (USD) unless stated otherwise. All fees are exclusive of taxes, withholding, bank charges, and currency conversion costs, which are the Client's responsibility.

Unless the SOW states otherwise, fixed-price projects are invoiced 50% on signature (deposit) and 50% on delivery. Time-and-materials work is invoiced monthly in arrears. Recurring services (maintenance, hosting, support) are invoiced monthly in advance.

Invoices are due within fifteen (15) calendar days of the invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Orbento may suspend services and withhold deliverables while an invoice remains unpaid more than fifteen (15) days.

Accepted payment methods include credit and debit card, ACH, wire transfer, and approved online payment processors. Card payments may be processed through third-party payment processors; see Section 15.

Because Orbento provides custom professional services, fees paid for work already performed are non-refundable. "Work performed" includes time spent on discovery, analysis, design, development, testing, deployment, project management, and any other activity conducted on the Client's behalf.

Deposits are refundable only to the extent they exceed work performed and direct costs incurred (such as third-party licenses or stock assets purchased for the project) at the time of cancellation.

If you believe an invoice contains an error, contact us in writing at support@orbento.com within fifteen (15) days of the invoice date and we will review it in good faith. Chargebacks initiated without first contacting Orbento are a material breach of these Terms.

Recurring services (maintenance, hosting, support, retainers) may be cancelled by either party with thirty (30) days' written notice. Fees already paid for the current billing period are not refunded, but the service continues through the end of that period.

Client agrees to: (a) provide complete and accurate project requirements; (b) deliver content, credentials, and approvals on the schedule agreed in the SOW; (c) ensure that all materials supplied to Orbento are lawful and that Client owns or has the right to use them; (d) pay invoices on time; and (e) designate a primary point of contact authorized to make decisions on Client's behalf.

Client is solely responsible for the legality of its products, services, content, marketing claims, data collection, and use of the deliverables after handover. Orbento does not provide legal, tax, or regulatory advice.

Subject to full payment of all fees due under the applicable SOW, Orbento assigns to Client all right, title, and interest in the custom code, designs, and written deliverables created specifically for Client under that SOW (the "Custom Deliverables").

Excluded from the assignment are: Orbento's pre-existing tools, libraries, methodologies, and know-how; any third-party or open-source components, which remain governed by their own licenses; and generic skeletons, snippets, and components used across multiple Orbento projects (the "Background IP"). Orbento grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the Background IP solely as embedded in the Custom Deliverables.

Client grants Orbento a non-exclusive, worldwide license to use Client's name, logo, and screenshots of the public-facing deliverables for portfolio, case study, and marketing purposes. Client may opt out by writing to support@orbento.com.

Each party agrees to keep the other party's non-public business, technical, financial, and personal information confidential, and to use it only to perform under these Terms. This obligation survives termination for three (3) years, and indefinitely for trade secrets.

Where Orbento processes personal data on Client's behalf, Orbento acts as a data processor and Client as the controller. Both parties will comply with applicable privacy laws. Orbento will use commercially reasonable technical and organizational measures to protect the data and will notify Client without undue delay of any confirmed data breach affecting Client's data.

Orbento warrants that the Custom Deliverables will substantially conform to the specifications in the SOW for thirty (30) days following acceptance or production launch, whichever is earlier (the "Warranty Period"). During the Warranty Period, Orbento will, at no additional charge, fix defects that prevent the Custom Deliverables from materially conforming to the SOW.

The warranty does not cover: changes made by Client or third parties after handover; defects caused by hosting, networks, browsers, or other third-party systems; integrations with services that change their APIs or terms; bugs caused by content, configuration, or use cases outside those documented in the SOW; or defects reported after the Warranty Period. Such items may be addressed under a separate paid maintenance arrangement.

Except for the express warranty in Section 10, the services and deliverables are provided "as is" and "as available." To the maximum extent permitted by applicable law, Orbento disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

Orbento does not guarantee specific search engine rankings, traffic, conversion rates, sales, revenue, uptime levels (unless expressly stated in a separate SLA), or any other business outcome.

To the maximum extent permitted by law, Orbento's total aggregate liability arising out of or related to these Terms or the services, regardless of theory of liability, is limited to the amounts actually paid by Client to Orbento under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event will Orbento be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or business interruption, even if advised of the possibility of such damages.

These limitations do not apply to liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality, or to amounts due as fees for services rendered.

Client will defend, indemnify, and hold harmless Orbento and its officers, employees, and contractors against any third-party claim arising out of: (a) Client's content, products, or services; (b) Client's use of the deliverables in a manner not authorized by these Terms; (c) Client's breach of any law or third-party right; or (d) Client's failure to obtain consents or licenses required for materials provided to Orbento.

Orbento will defend, indemnify, and hold harmless Client against a third-party claim alleging that the Custom Deliverables, as delivered and used in accordance with the SOW, infringe a valid United States copyright. This obligation excludes claims based on Client-provided materials, third-party or open-source components, modifications made after handover, or combinations with items not supplied by Orbento.

These Terms remain in effect while any SOW is active and survive expiration as to any provisions that by their nature should survive (including IP, confidentiality, payment, disclaimers, liability limits, indemnification, and dispute resolution).

Either party may terminate an active SOW for material breach if the breach is not cured within fifteen (15) days of written notice. Either party may also terminate for convenience with thirty (30) days' written notice; in that case, Client pays for all work performed and committed costs through the termination date, and Orbento delivers work in progress in its then-current state.

Orbento may suspend or terminate immediately for non-payment beyond thirty (30) days, for use of the services in violation of law, or where required by a payment processor, hosting provider, or government authority.

Card and certain online payments are processed by third-party payment processors (which may include, without limitation, PayPal, Stripe, and dLocal Go). When you pay through such a processor, you also accept that processor's own terms and privacy policy. Orbento does not store full card numbers on its own systems.

Refunds, chargebacks, and disputes for processor-handled payments are subject to the processor's rules in addition to Section 6 of these Terms.

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute by direct negotiation between authorized representatives within thirty (30) days of written notice of the dispute.

If the dispute is not resolved by negotiation, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, United States, and waive any objection to such jurisdiction or venue. Each party irrevocably waives any right to a jury trial.

Independent contractor. Orbento performs as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Assignment. Neither party may assign these Terms without the other party's written consent, except that either party may assign to a successor in connection with a merger, reorganization, or sale of substantially all assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, internet or hosting outages, or government action.

Severability. If any provision is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

Notices. Notices to Orbento must be sent to support@orbento.com. Notices to Client are sent to the email address on the most recent invoice or SOW.

Entire agreement. These Terms, together with the applicable SOW, constitute the entire agreement and supersede prior or contemporaneous communications on the same subject.

Orbento may update these Terms from time to time. The updated version will be posted at https://orbento.com/terms with a new effective date. Material changes will be communicated by email or by a prominent notice on the website at least fifteen (15) days before they take effect.

Continued use of the services after the effective date of an update constitutes acceptance of the updated Terms. Engagements covered by an active SOW continue under the version of the Terms in effect when the SOW was signed, unless otherwise agreed in writing.