Effective Date: 17 sept 2026
1. Acceptance of Terms
These Terms and Conditions (“Terms”) constitute a binding agreement between Seenoah (“Seenoah,” “we,” “us,” or “our”) and the client entering into a Service Order, Statement of Work, or Master Services Agreement referencing these Terms (“Client,” “you”). By signing a Service Order, submitting a deposit, or otherwise engaging Seenoah’s services, you agree to be bound by these Terms. If you do not agree, do not engage Seenoah’s services.
These Terms apply to all services provided by Seenoah, including any services described in a separate Statement of Work (“SOW”), proposal, or Service Order (each, an “Order”). In the event of a conflict between these Terms and an Order, the Order controls only as to the specific matter it addresses (e.g., scope, fees, timeline); these Terms otherwise govern in all other respects.
2. Description of Services
Seenoah provides software development and AI solutions services, which may include, without limitation:
- Custom software development, including enterprise applications, microservices, and high-throughput APIs
- Multi-tenant SaaS product architecture, design, and implementation
- AI and machine learning solutions, integrations, and applications
- Software architecture consulting, code review, and technical audits
- Quality assurance, automated testing (unit/integration), and CI/CD pipeline setup
- Ongoing maintenance, monitoring, support, and infrastructure management
The specific services, deliverables, technical specifications, milestones, and timelines for a given engagement will be described in an Order or SOW agreed to in writing (including by email) by both parties. Seenoah reserves the right to use subcontractors, employees, or independent contractors to perform the services, provided Seenoah remains responsible for the work delivered.
Estimated timelines are good-faith projections based on the scope known at the time of the Order. Timelines may shift due to scope changes, delayed Client feedback or approvals, delayed access to Client systems or personnel, or factors outside Seenoah’s reasonable control. Any material change to scope, deliverables, or timeline will be documented in a written change order signed or acknowledged by both parties before work proceeds.
3. Fees, Billing, and Payment
Seenoah’s services are billed primarily on a monthly retainer basis, as set forth in the applicable Order. Retainer fees are due in advance, on or before the first day of each billing cycle, unless the Order states otherwise.
Invoicing and due dates. Invoices are issued monthly and are due within fifteen (15) days of the invoice date (“Due Date”), unless a different term is specified in the Order.
Late payment. Any invoice not paid by the Due Date accrues interest at 1.5% per month (or the maximum rate permitted by Texas law, if lower) on the unpaid balance. Seenoah may suspend work on any or all active engagements if an invoice remains unpaid more than ten (10) days past its Due Date, upon written notice to Client, until the account is brought current.
Scope changes. Fees quoted in an Order cover the scope described in that Order. Work outside that scope (additional features, integrations, revisions beyond an agreed revision allowance, or new deliverables) will be quoted separately and billed either as an addition to the monthly retainer or as a separate project fee, as agreed in writing before the work begins.
Expenses. Client is responsible for reasonable, pre-approved third-party costs incurred on Client’s behalf (e.g., cloud hosting, third-party APIs, software licenses, domain/SSL costs) unless the Order states these are included in the retainer.
Taxes. Fees are exclusive of applicable sales, use, or similar taxes, which Client is responsible for unless Client provides a valid tax-exemption certificate.
No refunds. Except as expressly stated in an Order, retainer fees and project fees already invoiced are non-refundable, including for partial months, as they compensate Seenoah for capacity reserved and work performed or in progress.
4. Term and Termination
Term. These Terms apply for as long as any Order referencing them remains active, and survive termination of any Order to the extent stated below. Each retainer Order renews automatically each month unless terminated as described below or a different initial term is stated in the Order.
Termination for convenience. Either party may terminate a monthly retainer engagement by providing thirty (30) days’ written notice to the other party. Client remains responsible for fees for services rendered, and work in progress, through the end of the notice period.
Termination for cause. Either party may terminate an Order immediately upon written notice if the other party: (a) materially breaches these Terms or the Order and fails to cure the breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) engages in conduct that is illegal or fraudulent in connection with the engagement.
Effect of termination. Upon termination: (a) Client shall pay for all services performed and expenses incurred through the effective termination date; (b) Seenoah will deliver to Client all completed deliverables that have been paid in full, and reasonably assist in transitioning in-progress work upon request and at Seenoah’s then-current hourly rates unless otherwise agreed; (c) each party will return or destroy the other’s Confidential Information upon request; and (d) Sections of these Terms that by their nature should survive (including Fees owed, Intellectual Property, Confidentiality, Warranties/Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive termination.
5. Intellectual Property Rights
Client deliverables. Subject to full payment of all fees due for the applicable engagement, Seenoah assigns to Client all right, title, and interest in the custom code, designs, and deliverables created specifically for Client under an Order (“Deliverables”). Assignment of any given Deliverable is effective only upon payment in full of the fees associated with it; until then, Seenoah retains ownership.
Seenoah background IP. Client acknowledges that Seenoah may use, and retains all ownership of, its pre-existing tools, frameworks, libraries, internal processes, methodologies, boilerplate code, and general know-how developed independently of Client’s engagement (“Seenoah IP”), including improvements made to Seenoah IP while performing services. To the extent Seenoah IP is incorporated into a Deliverable, Seenoah grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, and modify that Seenoah IP solely as incorporated in the Deliverable.
Third-party and open-source components. Deliverables may incorporate third-party software, open-source components, or AI models/APIs, which remain subject to their own licenses. Seenoah will identify material third-party components used in a Deliverable upon reasonable request.
Client materials. Client retains all rights to data, content, trademarks, and materials it provides to Seenoah (“Client Materials”) and grants Seenoah a license to use Client Materials solely to perform the services.
Feedback. If Client provides suggestions or feedback on Seenoah’s tools, processes, or products, Seenoah may use that feedback without obligation to Client.
6. Confidentiality
Each party may receive non-public business, technical, or financial information of the other party, including source code, architecture, credentials, business plans, and pricing (“Confidential Information”). Each party agrees to: (a) use the other’s Confidential Information solely to perform or receive the services; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as these.
Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party without confidentiality obligation; is independently developed without use of the other’s Confidential Information; or is required to be disclosed by law or court order, provided the disclosing party gives reasonable notice where legally permitted.
These confidentiality obligations survive termination of any Order for three (3) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
7. Client Responsibilities
Timely delivery depends on Client cooperation. Client agrees to:
- Provide timely access to systems, environments, credentials, documentation, and personnel reasonably needed to perform the services
- Designate a primary point of contact with authority to make decisions and approve deliverables
- Review and provide feedback or approvals on deliverables within the timeframe stated in the applicable Order (or, if none is stated, within five (5) business days)
- Ensure it has the rights necessary to provide any Client Materials and that Seenoah’s use of them as instructed will not infringe third-party rights
- Maintain its own data backups and comply with applicable law in its own use of any Deliverables
Delays caused by Client’s failure to meet these responsibilities may extend timelines accordingly and will not be treated as a delay or breach by Seenoah.
8. Warranties and Disclaimers
Limited warranty. Seenoah warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Seenoah further warrants that, for thirty (30) days following delivery of a Deliverable, that Deliverable will materially conform to the specifications in the applicable Order. Client’s sole and exclusive remedy for breach of this warranty is that Seenoah will, at its option, re-perform the nonconforming services or correct the nonconformity at no additional charge, provided Client notifies Seenoah in writing within that thirty (30)-day period.
Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. SEENOAH DOES NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE FROM ALL POSSIBLE THREATS, OR THAT ANY AI-GENERATED OR AI-ASSISTED OUTPUT WILL BE ACCURATE OR FIT FOR A PARTICULAR PURPOSE. Client is responsible for independently testing and validating Deliverables before relying on them in production or for any critical, regulated, or safety-related use case.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) A BREACH OF THE CONFIDENTIALITY SECTION, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SEENOAH UNDER THE APPLICABLE ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations apply regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise) and are a fundamental basis of the parties’ bargain, reflected in the fees charged.
10. Indemnification
By Seenoah. Seenoah will defend, indemnify, and hold Client harmless from third-party claims alleging that a Deliverable, as delivered by Seenoah and used within the scope of the applicable Order, infringes that third party’s U.S. intellectual property rights, and will pay resulting damages finally awarded or agreed to in settlement. This obligation does not apply to claims arising from: Client Materials, third-party or open-source components, modifications not made by Seenoah, or use of a Deliverable not in accordance with the Order or Seenoah’s instructions.
By Client. Client will defend, indemnify, and hold Seenoah harmless from third-party claims arising from: Client Materials; Client’s use of Deliverables in violation of these Terms or applicable law; or Client’s instructions that cause Seenoah to infringe a third party’s rights.
Procedure. The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement (with the indemnified party’s reasonable cooperation), and not settle any claim admitting fault without the indemnifying party’s consent.
11. Governing Law and Dispute Resolution
These Terms and any Order are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles.
Informal resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation between authorized representatives within thirty (30) days of written notice of the dispute.
Venue. If a dispute is not resolved informally, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas, and each party waives any objection to venue or personal jurisdiction there.
Attorneys’ fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs from the other party.
12. General Provisions
Independent contractor. Seenoah is an independent contractor, not an employee, partner, or joint venturer of Client. Nothing in these Terms creates an agency, partnership, or employment relationship.
Non-solicitation. During the term of an engagement and for twelve (12) months after, Client agrees not to directly solicit for hire any Seenoah employee or contractor who was materially involved in performing the services, without Seenoah’s written consent.
Assignment. Neither party may assign these Terms or an Order without the other’s prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all its assets, upon written notice.
Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, acts of government, internet or utility outages, or third-party service failures.
Notices. Notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses specified in the applicable Order.
Entire agreement; amendments. These Terms, together with all Orders, constitute the entire agreement between the parties regarding the services and supersede all prior agreements or understandings on that subject. These Terms may be amended only by a writing signed or acknowledged by both parties, except that Seenoah may update these Terms for future Orders by providing Client reasonable written notice.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.
Counterparts and electronic signatures. Orders may be signed in counterparts and electronically (including by e-signature or email confirmation), each of which is deemed an original.