Legal
Last updated January 2023
These Terms govern every service provided by Coviola Group LLC. By requesting a quote, signing a proposal, paying an invoice, or using services, you agree to these Terms in full.
Coviola Group LLC provides digital services to business clients. Services include strategy, branding, copywriting, web and ecommerce development, AI and automation, integration, hosting, maintenance, SEO, analytics, and campaign management. A proposal or order form may supplement these Terms. If there is a conflict, the proposal prevails for that project only.
An engagement starts when you approve a written proposal or pay the first invoice. Coviola may request a deposit before scheduling work. Timelines start after deposit, materials, and access are received. Missing inputs extend timelines.
Project scope is defined in the proposal and any statement of work. Work outside scope requires a written change request. Coviola will price, schedule, and seek written approval before proceeding. Urgent changes may affect estimates and delivery dates.
Maintenance, hosting, and growth services are offered on monthly or annual subscriptions. Subscriptions renew automatically unless canceled by written notice at least thirty days before the next billing date. Unused hours do not roll over unless agreed in writing. Paused subscriptions do not stop billing unless expressly agreed.
Prices are quoted before work begins. Unless the proposal states otherwise, invoices are due upon receipt. Late balances may be suspended and may incur administration fees and interest at 1.5 percent per month or the maximum lawful rate, whichever is lower. Taxes, payment gateway fees, and third party costs are your responsibility unless the proposal states otherwise.
Coviola may recommend domains, plugins, licenses, AI credits, media libraries, and ad platforms. You remain the account holder and bear all usage and renewal costs. If Coviola advances costs on your behalf, you will reimburse those costs upon invoice. Platform terms may change without notice and may impact features or performance.
You will provide timely content, approvals, and technical access. You confirm that all materials you provide are accurate, non infringing, and lawful. Delays in feedback or access extend delivery dates and may require rescheduling. Time spent waiting for inputs may be billed if it blocks scheduled resources.
Coviola will deliver milestones for review with release notes. You have seven calendar days to report material non conformance against the agreed scope. If no issues are reported, the milestone is deemed accepted. Fixes after acceptance or outside the agreed browser and device matrix are new work.
Support is limited to the matrix defined in the proposal. If none is defined, baseline support is the two latest stable versions of Chrome, Safari, Edge, and Firefox on desktop and current iOS and Android default browsers on common devices. Legacy browsers, embedded webviews, and enterprise lock downs are out of scope unless agreed in writing.
WCAG conformance is provided only if expressly included in scope. Where included, level and pages are specified in the proposal. Ongoing monitoring and remediation require a maintenance plan. Third party widgets may affect conformance and are your responsibility.
You are solely responsible for the legality of content, claims, and disclosures. On credible notice of illegality or platform violations, Coviola may remove or disable content to limit risk. Coviola will notify you without undue delay and will work with you on remediation.
All work product remains Coviola property until full payment of all amounts due for that deliverable. Upon full payment, you receive ownership of final website theme files, page layouts, brand assets, and code created specifically for you. Coviola retains ownership of its pre existing IP, know how, templates, internal tools, design systems, and reusable components. Working files such as layered source files, raw footage, and non published concepts are not included unless purchased.
Solutions may include open source components and vendor SDKs. These are licensed to you under their original licenses. You accept the obligations and restrictions of those licenses. Replacement of components due to license conflicts, security advisories, or vendor changes is new work unless covered by a support plan.
Coviola may use AI tools to accelerate research, drafts, images, code, or data structuring. AI outputs can contain inaccuracies or third party similarities. You must review and approve AI outputs for accuracy, legal compliance, and fitness for purpose before production use. Unless expressly stated otherwise, AI training data and model weights are not provided.
You grant Coviola a non exclusive, royalty free license to display your name, logo, and non confidential visuals of the finished work in portfolios, case studies, social channels, and credentials. Coviola may place a discreet credit in the website footer. You may ask to remove it before launch, and Coviola will comply.
Managed hosting is available as an optional service. Service levels, response times, and backup policies apply only where a support plan or SLA is active. Incidents caused by registrars, cloud providers, network carriers, DDoS events, or force majeure are excluded from credits. Self hosted environments and client managed plugins are your responsibility.
Bug fixes, security updates, and routine maintenance are provided under an active plan. Vendor or platform updates may break integrations or themes. Remediation is billable unless covered by an SLA. Requests should be sent to info@coviola.com and will be queued by priority.
Coviola processes personal data in line with its Privacy and Cookie Policy. Where Coviola processes personal data on your behalf, a data processing addendum can be executed. You remain the controller of your customer data. You will not transmit special categories of data or payment card data to Coviola systems unless agreed in writing.
Each party will implement reasonable technical and organizational measures. Coviola will notify you without undue delay upon confirming a security incident that affects your systems under our control. You will maintain unique credentials and least privilege access. Penetration tests against live environments require prior written approval and a rollback plan.
Each party will protect the other party's confidential information and use it only to deliver the services. The duty lasts three years after the end of the engagement. Public information, independently developed information, and compelled disclosures are excluded. Return or destruction will occur on request unless retention is required by law.
Coviola warrants that services will be performed with professional care and skill. For thirty days after acceptance, Coviola will correct defects that materially deviate from the agreed scope at no charge. This warranty excludes changes in third party platforms, misuse, edits by others, or environments outside the support matrix.
Services are provided as is except for the express warranty above. Coviola does not guarantee specific rankings, ad performance, conversion rates, uptime without an SLA, or outcomes dependent on third parties. Recommendations are advisory and require your business judgment.
Coviola is not liable for indirect or consequential losses such as lost profits, lost data, reputational harm, or business interruption. The total liability for any claim is capped at the fees you paid to Coviola for the specific deliverable or three months of subscription fees, whichever is lower. Multiple claims do not extend the cap.
You will indemnify Coviola for claims arising from your content, unlawful use, regulatory breaches, or infringement caused by materials you supplied. Coviola will indemnify you for third party claims that a final deliverable created by Coviola and used in its unmodified form infringes intellectual property rights. The indemnified party must give prompt notice and control of the defense to the indemnifying party.
Initiating a chargeback or payment reversal without prior good faith notice is a material breach. Coviola may suspend services, remove hosted materials, and charge a reasonable investigation and bank fee. You remain liable for work completed and third party costs already incurred.
Either party may terminate for material breach not cured within fifteen days of written notice. Coviola may suspend or terminate for non payment, abusive use, security risk, or platform violations. On termination, you will pay for completed work, approved expenses, and committed third party costs. Handover assistance is available at standard rates.
During the project and for six months after completion, neither party will solicit for employment any staff directly assigned to the project without consent. Public job postings are permitted. You will not circumvent Coviola by engaging Coviola subcontractors directly for twelve months after their last involvement in your project.
Each party will comply with anti bribery, export control, and sanctions laws. You confirm that your use of the services does not violate platform terms, advertising rules, or industry regulations. If sanctions or legal restrictions apply, Coviola may suspend or terminate with immediate effect.
Neither party is liable for delays or failure caused by events beyond reasonable control including natural disasters, widespread outages, epidemics, cyber attacks, government action, or provider failures. The affected party will notify the other and resume performance when feasible.
You may not assign the agreement without Coviola consent. Coviola may assign or subcontract to vetted providers and remains responsible for their performance. Assignment for corporate restructuring is permitted with notice.
Formal notices must be sent by email to info@coviola.com and to the contact listed in your proposal or invoice. Notices are deemed received on business days when the sender receives a delivery confirmation. Operational messages may be handled in agreed project tools.
The parties are independent contractors. Nothing creates a partnership, franchise, joint venture, agency, or employment relationship. Neither party may bind the other without written authorization.
If there is a conflict, documents apply in this order for the relevant project: First the data processing addendum. Second the proposal or statement of work. Third these Terms. Fourth any policies referenced by URL.
If any provision is invalid, the remainder stays in effect. A waiver must be in writing and applies only to the specific instance. Failure to enforce a right is not a waiver of that right.
Approvals and signatures by email, e signature platforms, and scanned copies are valid. Documents may be executed in counterparts which together form one agreement.
These Terms are governed by and construed in accordance with the laws of the State of Wyoming, USA, excluding its conflict-of-law rules. The courts of the State of Wyoming, USA have exclusive jurisdiction, subject to mandatory laws that cannot be waived.
These Terms, together with the proposal, order form, and invoices, form the entire agreement and replace prior discussions. Coviola may update these Terms for future engagements and will publish the current version on Coviola.com. Continued use of services after publication indicates acceptance of the updated Terms.
38.1 Cancellation notice. Either party may cancel an ongoing engagement by giving a minimum of 30 days' formal written notice, sent by email to info@coviola.com. Notice is effective from the date Coviola acknowledges receipt in writing. All cancellation requests are subject to Coviola's written approval, which will not be unreasonably withheld. Work continues and fees remain payable throughout the notice period.
38.2 Fees for work performed. Fees for services already performed, milestones already delivered, and time already scheduled within the notice period are earned and non-refundable. Deposits secure capacity in the production schedule and are non-refundable, but are credited in full against work performed.
38.3 Refund requests. A refund request must be submitted in writing to info@coviola.com within 14 days of the invoice date, and must state the invoice reference and the reason for the request. Each request is reviewed on its merits and approved at Coviola's discretion. Approved refunds are calculated on the portion of the engagement not yet performed, and are issued to the original payment method within 10 business days of approval.
38.4 Non-refundable items. The following are non-refundable in all cases: third-party costs incurred on your behalf, including domains, hosting, licenses, plugins, AI credits, stock media, and advertising spend; completed deliverables that have been accepted under section 8; and custom work already produced to your written specification.
38.5 Cancellation by Coviola. Where Coviola cancels an engagement other than for your material breach or non-payment, you will be refunded any prepaid fees covering work not yet performed.
38.6 Subscription plans. Monthly retainer subscriptions are additionally governed by section B7, which sets the minimum term, cancellation, and buyout conditions specific to those plans. Where section B7 conflicts with this section, section B7 controls for those plans.
38.7 Chargebacks. Raising a chargeback in place of a refund request under this section is governed by section 25.
This Part B applies exclusively to the monthly Web Development retainer subscription plans offered by Coviola Group LLC, namely the Basic, Standard, and Premium plans (the "Plans"). It does not apply to any other product or service provided by Coviola. For the Plans, the provisions of this Part B prevail over Sections 1 to 37 in the event of any conflict; for every other Coviola service, Sections 1 to 37 continue to apply in full and this Part B does not.
The Plans are owned, operated, and provided directly by Coviola Group LLC, a company organized under the laws of the State of Wyoming, USA, with registered office at 30 N Gould St, Sheridan, WY 82801, USA (the "Provider"). Subscribing to a Plan implies full and unconditional acceptance of this Part B.
For the purposes of this Part B:
The Plans are offered as monthly subscriptions in the Basic, Standard, and Premium tiers. The specific features, deliverables, page allowances, support levels, and monthly fee of each tier are those described on Coviola.com and/or in the order form in force at the time of subscription, which form an integral part of the agreement for the Plans. Depending on the subscribed tier, the Services may include website development and design, website hosting, maintenance and updates, optimization and digital advertising services, and technical support.
The Provider may add, modify, or retire Plan tiers and adjust their features or pricing for future subscriptions. Existing subscriptions continue on their subscribed terms until the next renewal.
Acceptance of this Part B takes place by pressing the "Subscribe" button when subscribing to a Plan, next to which it is stated in writing that, by pressing the button, the Client declares that they have read, understood, and fully accepted this Part B — including in particular the clauses relating to the minimum term and automatic renewal (clauses B6 and B7), to the ownership of the Source Code and the Developed Website (clause B8), and to the limitation of liability (clause B10). The Provider retains evidence of acceptance (date, time, and technical data of the operation).
This Part B, together with the subscribed Plan and its commercial conditions, constitutes the entire agreement between the Provider and the Client in relation to the Plans.
The Client must create an account by providing accurate and up to date information and is responsible for the security of their credentials. The Client undertakes to: not use the Services for illegal or unauthorized purposes; keep their credentials secure; and immediately report any unauthorized use of the account.
Each Plan is a monthly subscription. Invoices are issued monthly and the Client is responsible for keeping their payment information up to date. Subscriptions renew automatically at the end of each billing period unless cancellation is communicated in writing in accordance with clause B7.
In the event of non-payment, the Provider may suspend the Client's Developed Website until the situation is resolved, during which period the website may be inaccessible. Late payments may result in default interest and other penalties, as indicated in the relevant reminder notice.
B7.1 Cancellation by the Client (from 12 monthly payments) — without buyout. The Client may cancel the subscription after 12 monthly payments have elapsed, with 30 days' notice by written communication. Upon cancellation made under this clause, the relationship terminates and the Client acquires no right to the Source Code or the Developed Website, which remain the exclusive property of the Provider. On the effective date of cancellation, the Provider will cease providing the Service and may deactivate and remove the Developed Website. The Client retains only their own Content, as provided in clause B8.2.
B7.2 Buyout of the Website and Source Code (from 18 monthly payments settled). The Client who has settled at least 18 consecutive monthly payments is entitled to fully buy out the Developed Website and the related Source Code upon payment of a one-time fee of 300 USD (plus any applicable taxes). Upon completion of the Buyout, the Client acquires ownership of the Source Code and the Developed Website. Delivery is made by means of a compressed archive (ZIP folder) containing the complete Source Code, the project files, and the related assets. Delivery does not include any third-party software, licenses, plugins, themes, services, or paid components (for example, software licenses, subscriptions, cloud services, or paid APIs) used in the website: such elements remain the Client's responsibility, and the Client must acquire and/or renew them independently and at their own expense from the respective providers in order to ensure their operation after the transfer.
B7.3 Termination by the Provider. The Provider may terminate the relationship with the Client upon 15 days' notice. In such case, the Client may exercise the Buyout in accordance with clause B7.2, where the requirements are met.
B7.4 Effects of termination. Except in the case of Buyout under clause B7.2, after termination of the relationship the Provider will cease providing the Services, may deactivate the Developed Website, and may delete the Client's data, subject to legal obligations. The Client may request a copy of their own Content within 30 days of the effective date of termination, after which the Provider will no longer be required to retain it.
B8.1 Rights to the Source Code and the Developed Website. The Provider holds all intellectual property rights to the Source Code and the Developed Website until the possible Buyout referred to in clause B7.2. Until that time, the Client is granted only the right to use the website within the scope of the active Service. Any unauthorized use, reproduction, or transfer will be considered a violation and prosecuted in accordance with the law.
B8.2 Client Content. The Client retains ownership of the Content they provide and grants the Provider a license to use it exclusively for the purpose of providing the Services. The Content remains in any case the property of the Client, including in the event of cancellation without Buyout, and will be made available to them upon request in accordance with clause B7.4. This license terminates upon termination of the relationship.
B8.3 Domain. This Part B governs the Services indicated above and not the ownership of the domain name. If the domain name is registered in the Client's name, it remains the property of the Client, and its transfer or change of management will take place upon the Client's written request. If the domain name has been registered or is managed by the Provider on the Client's behalf, the transfer (including the release of the authorization code / Auth-Code and the move to another registrar) will be carried out upon the Client's written request, subject to full settlement of all amounts due. The transfer of the domain is autonomous and independent of the Buyout of the Source Code referred to in clause B7.2.
The Provider reserves the right to modify, update, suspend, or discontinue the Services at any time, with or without notice. The Provider shall not be liable to the Client or to third parties for such changes.
B10.1 Disclaimer of warranties. The Services are provided "as is" and "as available", without warranties of any kind, express or implied. The Provider does not warrant that the Services will be error-free or uninterrupted.
B10.2 Exclusion of liability. To the maximum extent permitted by applicable law, the Provider shall not be liable for indirect, incidental, special, or consequential damages arising from the use or inability to use the Services, including loss of profits or data.
B10.3 Maximum liability. To the maximum extent permitted by applicable law, the total liability of the Provider shall be limited to the amount paid by the Client in the 12 months preceding the event giving rise to the liability.
This Part B, as well as any dispute or claim arising out of or in connection with the Plans, is governed by and construed exclusively in accordance with the laws of the State of Wyoming, USA, excluding its conflict-of-law rules. Any dispute arising out of or in connection with this Part B shall be subject to the exclusive jurisdiction of the courts of the State of Wyoming, USA, and the parties expressly submit to such jurisdiction and venue.
Entire agreement. This Part B, together with the subscribed Plan and commercial conditions, constitutes the entire agreement between the parties in relation to the Plans and supersedes any prior understanding, written or oral, relating to that subject matter. Severability. If any clause of this Part B is held to be invalid or unenforceable, the remaining clauses will retain full force and effect. Waiver. The failure or delay by the Provider to exercise a right shall not constitute a waiver of that right. Changes to the terms. The Provider may modify this Part B at any time by giving notice or publishing the updated version, and continued use of the Services after such changes constitutes acceptance of them. Assignment. The Client may not assign the agreement without the prior written consent of the Provider; the Provider may assign the agreement in the context of corporate transactions or business transfers.
If anything here is unclear, or you want a copy for your records, write to info@coviola.com.