Services Agreement

This agreement governs one-time professional services — custom website builds, consulting engagements, and similar deliverable-based work — ordered through Vantino. You accept it in-app when you place a services order; each order also has an Order Summary (scope, fee, deposit, milestones, timeline) that is part of this agreement. If the Order Summary and this agreement conflict, the Order Summary wins for that order.

This agreement is completing final attorney review. Clauses marked “[pending final legal review]” are being finalized, and paid checkout for Vantino Studio services stays closed until the review is done. You can still submit a build or consulting request — nothing is ever charged before you receive a finalized quote and agreement.

This agreement is between the client identified on the Order Summary (“Client,” “you”) and [pending final legal review] (“Vantino,” “we”). Each accepted Order Summary forms a separate contract incorporating these terms.

We will perform the services and produce the deliverables described in the Order Summary (“Deliverables”). Anything not listed is out of scope. Scope changes require a written change order (email or in-app) stating the price and timeline impact — we'll never spring a surprise invoice on you, and you shouldn't expect unscoped work for free.

Timelines assume you hold up your end: providing content, brand assets, credentials, and feedback within 5 business days of each request. Delays on your side extend the timeline day-for-day and, past 15 business days of unresponsiveness, let us pause the project (resuming may require re-scheduling) or treat it as a cancellation under Section 10. You warrant that materials you provide don't infringe anyone's rights.

• Deposit. Work is scheduled on receipt of the deposit stated in the Order Summary (typically 50%). The deposit is refundable until work begins; after that it is non-refundable and is credited against the total fee.
• Milestones. The Order Summary splits the remaining fee across milestones. Each milestone invoice is due on your approval of that milestone's Deliverables (Section 7).
• Late payment. Amounts 15+ days overdue accrue 1.5% per month (or the legal maximum, if lower), and we may pause work until the account is current.
• Empire members receive preferred pricing on custom builds of [pending final legal review], as reflected in the Order Summary.
• Payments are processed by Stripe. Fees exclude applicable taxes.

Each milestone includes two rounds of revisions within the milestone's scope. A “round” is one consolidated set of change requests. Additional rounds, or revision requests that expand scope, are billed at the hourly rate stated in the Order Summary (or via change order). Revisions requested after milestone approval are new work.

Estimated dates in the Order Summary are good-faith estimates, contingent on Section 3. Neither party is liable for delay caused by events beyond reasonable control.

7.1 When a milestone or final Deliverable is ready, we deliver it in-app and notify you by email.

7.2 You then either Accept the Deliverable in-app or submit consolidated revision requests, within 10 business days of delivery.

7.3 Acceptance in-app is your electronic signature for that milestone. It is recorded as a timestamped event on your order (including the agreement version you accepted under), and triggers the milestone invoice.

7.4 Deemed acceptance. If you neither accept nor request revisions within 10 business days (after at least two reminders), the Deliverable is deemed accepted — projects can't hang open forever.

7.5 Using a Deliverable in production (e.g., pointing your domain at the site we built) constitutes acceptance of it.

8.1 Assignment on delivery + full payment. Upon our receipt of final payment for an order, Vantino assigns to you all right, title, and interest in the final Deliverables created specifically for you under that order — design, copy, and custom code included. Until final payment, Deliverables are licensed to you for review only.

8.2 Our toolkit stays ours. We retain ownership of pre-existing materials, general know-how, and reusable components, frameworks, and internal tooling not created uniquely for you (“Vantino Toolkit”). To the extent any Toolkit is embedded in your Deliverables, you get a perpetual, worldwide, royalty-free license to use it as part of the Deliverables.

8.3 Third-party components. Deliverables may include open-source or licensed third-party components (themes, fonts, plugins, hosting platforms), which remain under their own licenses; the Order Summary lists any that need paid licenses in your name.

8.4 Portfolio credit. We may show the finished work in our portfolio and name you as a client, unless the Order Summary says otherwise or you opt out in writing.

For consulting engagements, “Deliverables” means the reports, plans, and recommendations we produce. Advice is informational and based on the facts you give us — decisions and results are yours. Sections 7–8 apply to consulting documents the same way.

10.1 By you. Cancel anytime by written notice. You owe: (a) all approved milestones; (b) pro-rated fees for work in progress since the last approved milestone; and (c) a kill fee of 25% of the remaining unbilled balance. Excess prepayments are refunded within 10 business days. IP in work you have fully paid for transfers per Section 8; unpaid work remains ours.

10.2 By us. We may cancel for your material breach (including non-payment or extended unresponsiveness under Section 3) with 10 business days' written notice and a chance to cure. We may also cancel for convenience, in which case you pay only for approved milestones and everything else is refunded, including the deposit prorated for any accepted work.

We warrant Deliverables will materially conform to the Order Summary for 30 days after final acceptance and will fix non-conformities in that window at no charge. This excludes issues caused by your changes, third-party services, or content you supplied. Ongoing maintenance is available under a separate arrangement. OTHERWISE, SERVICES ARE PROVIDED “AS IS” TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EACH PARTY'S TOTAL LIABILITY UNDER AN ORDER IS LIMITED TO THE FEES PAID OR PAYABLE FOR THAT ORDER; NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. These limits don't apply to your payment obligations, IP infringement, or either party's willful misconduct.

Each party will protect the other's non-public information received during the engagement and use it only for the engagement, for 3 years after the order ends.

Independent contractors, not partners or employer/employee. Governed by the laws of [pending final legal review]; disputes follow the arbitration process in the Terms of Service §16. Written notices go to hello@vantino.ai and your account email. This agreement + the Order Summary are the entire agreement for the order.