Terms & Conditions of Service
Last updated: June 18, 2026
0. About This Document
These Terms & Conditions (“Terms”) govern all services, deliverables, and engagements provided by Ventanix LLC, a Maryland limited liability company (“Ventanix,” “we,” “us”), to any client (“Client,” “you”). They are incorporated into every Statement of Work (“SOW”), proposal, and invoice. By making payment, signing an SOW, or instructing us to begin work, the Client agrees to these Terms in full.
1. Services & Scope
1.1 Ventanix provides creative, design, web development, marketing, and related digital services. The specific deliverables, timeline, and price for any engagement are defined in the applicable SOW or proposal, which controls over any conflicting general description.
1.2 Scope is what is written. Only deliverables expressly listed in the SOW are included. Anything not listed is out of scope and billable separately upon written agreement.
1.3 Change requests must be submitted in writing. Ventanix will provide a revised estimate before performing additional work.
2. Fees, Deposits & Payment
2.1 Fees are stated in the SOW or invoice. Unless stated otherwise, invoices are due upon receipt and no later than the due date printed on the invoice.
2.2 Deposits and upfront fees are earned on receipt. Where an engagement requires payment in advance, that payment secures Ventanix’s time, capacity, and resources and is non-refundable once work has been scheduled or begun.
2.3 Accepted payment methods are those offered on the invoice. The Client is responsible for any processing or returned-payment fees they cause.
2.4 Late payment. Overdue balances may incur a late fee of 1.5% per month (or the maximum allowed by Maryland law, whichever is lower) and may result in suspension of work until the account is current.
3. All Sales Final / Refund Policy
3.1 All sales are final. Because Ventanix delivers custom professional services and digital work products created specifically for the Client, all payments are non-refundable once the corresponding work has been performed, scheduled, or begun, except where a refund is required by applicable law.
3.2 Dissatisfaction with subjective creative direction, a change in the Client’s business circumstances, or a decision not to use completed work does not entitle the Client to a refund. The remedy for concerns about quality is the revision process in Section 4.
3.3 Where Ventanix, in its sole discretion, agrees to any refund or credit, it will be limited to the portion of fees for work not yet performed.
3.4 Promotional gear, promotional merchandise, printed products, and any other custom-made, custom-imprinted, personalized, or made-to-order items — including but not limited to branded swag, giveaway items, promotional apparel, business cards, flyers, signage, and other print materials — are nonrefundable and non-returnable. Because these items are produced or customized specifically for the Client, all sales are final once the order is approved and placed, regardless of the payment method used.
4. Acceptance, Revisions & Sign-Off
4.1 Each SOW specifies the number of included revision rounds. Unless stated otherwise, two (2) rounds of revisions are included per deliverable; additional rounds are billable.
4.2 The Client will provide consolidated written feedback within five (5) business days of presentation.
4.3 Deemed acceptance. If the Client does not provide written feedback or rejection within five (5) business days, the deliverable is deemed accepted, and any further changes are treated as new, billable work.
4.4 Approval of a milestone or deliverable confirms the work meets the agreed scope.
5. Disputes, Chargebacks & Payment Authorization
5.1 Direct-resolution first. If the Client has any concern about a charge or deliverable, the Client agrees to contact Ventanix in writing at mark@ventanix.com and work in good faith to resolve it before initiating any chargeback, dispute, or reversal.
5.2 No improper chargebacks. The Client agrees not to initiate a chargeback, payment dispute, or reversal for services that were performed, presented, or deemed accepted under these Terms. A chargeback filed for work that was delivered or begun constitutes a breach of these Terms, not a refund mechanism.
5.3 Authorization & evidence. The Client authorizes the charges described in the SOW/invoice and acknowledges that the SOW, invoice, deliverable presentations, written approvals, and these Terms may be submitted as evidence in any dispute or representment.
5.4 Costs of an improper dispute. If the Client files a chargeback or dispute that is later reversed in Ventanix’s favor or found to violate these Terms, the Client agrees to reimburse Ventanix for the disputed amount plus any processor dispute fees, plus reasonable costs of collection and attorneys’ fees.
5.5 Suspension. Ventanix may immediately suspend all work and revoke access to in-progress deliverables, accounts, and credentials upon any chargeback or dispute until the matter is resolved.
6. Intellectual Property & Deliverables
6.1 Ventanix retains all rights in work product until the corresponding invoice is paid in full. Upon full payment, ownership of the final, accepted deliverables transfers to the Client, except for Ventanix’s pre-existing tools, templates, frameworks, and any third-party or licensed assets, which are licensed, not assigned.
6.2 Drafts, source files, working files, and unselected concepts remain Ventanix property unless expressly purchased.
6.3 Ventanix may display completed work in its portfolio and marketing unless the Client requests otherwise in writing.
7. Client Responsibilities
7.1 The Client will provide timely content, assets, access, approvals, and feedback. Delays caused by the Client may shift timelines and do not entitle the Client to refunds or discounts.
7.2 The Client warrants it has the rights to any materials it provides and will not ask Ventanix to use infringing or unlawful content.
8. Warranties & Limitation of Liability
8.1 Services are provided on a professional, good-faith basis. Except as expressly stated, Ventanix makes no other warranties, express or implied. We do not guarantee specific business results.
8.2 To the maximum extent permitted by law, Ventanix’s total liability for any claim arising out of an engagement will not exceed the total fees paid by the Client for that specific engagement. Ventanix is not liable for indirect, incidental, or consequential damages.
9. Termination
9.1 Either party may terminate an engagement with written notice. Upon termination, the Client remains responsible for all fees for work performed or scheduled through the termination date, and all advance payments and deposits remain non-refundable per Sections 2-3.
9.2 Sections 3, 5, 6, 8, and 10 survive termination.
10. General
10.1 Governing law. These Terms are governed by the laws of the State of Maryland. Venue for any dispute lies in the state or federal courts located in Frederick County, Maryland.
10.2 Entire agreement. These Terms together with the applicable SOW/invoice are the entire agreement. If there is a conflict, the SOW controls for scope and price; these Terms control for legal provisions.
10.3 Severability. If any provision is unenforceable, the rest remains in effect.
10.4 Updates. Ventanix may update these Terms; the version in effect when an SOW is signed or payment is made governs that engagement.
10.5 Contact. Ventanix LLC – Frederick, MD – mark@ventanix.com – ventanix.com