Enterprise
Terms of Service.
Effective Date: August 2026. This document governs all Master Services Agreements (MSAs), Statements of Work (SOWs), agency support services, and software license provisioning executed by Omeiro.
These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client", "You"), and Omeiro ("Company", "We", "Us", or "Our").
By accessing our website (omeiro.com), executing a Master Services Agreement (MSA), approving a Statement of Work (SOW), or submitting payment for any software license, cloud architecture, or consulting service, you explicitly agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using our services and must discontinue use immediately.
In the event of a conflict between these Terms and a formally executed Master Services Agreement (MSA) signed by both parties, the terms of the MSA shall strictly supersede and govern.
1. Services & Deliverables
Omeiro operates as a unified enterprise digital agency providing services including, but not limited to, cloud engineering, web and application development, UI/UX design, cinema-grade video post-production, search engine optimization (SEO), and paid media management.
- Statements of Work (SOW): Specific deliverables, timelines, milestones, and technical specifications will be detailed in individual SOWs or digital invoices. We are not obligated to perform any work outside the explicit scope defined in the approved SOW.
- Revisions & Iterations: Unless otherwise specified in the SOW, design and video production projects include a maximum of two (2) consolidated revision rounds. Additional revisions or complete deviations from the approved wireframes/storyboards will be billed at our standard hourly architectural rate.
- Third-Party Licenses: When Omeiro provisions third-party licenses on your behalf (e.g., AWS, Hostinger, Elementor, WP Engine, Adobe CC), you are bound by the respective Terms of Service of those individual vendors.
2. Payment Terms, Invoicing & Billing
We require strict adherence to payment schedules to maintain the velocity of our engineering and creative squads.
- Retainers & Sprints: For project-based sprints, a non-refundable upfront deposit (typically 50%) is required before architecture or design commences. The remaining balance is due strictly upon project completion, prior to the final IP and domain handover. Monthly retainers (e.g., SEO, Ads, Agency Support) are billed on the 1st of every month.
- Late Payments & Suspension: Invoices are "Due Upon Receipt" unless otherwise stated in your MSA. If an invoice remains unpaid for more than seven (7) calendar days, Omeiro reserves the right to immediately suspend all active development, pause ad campaigns, and withhold deliverables until the account is brought current.
- Taxes & Processing Fees: All listed prices are exclusive of state, local, or international taxes. The Client is responsible for any applicable sales taxes or international wire transfer/currency conversion fees. All payments must be settled in USD.
3. Intellectual Property (IP) Rights
We believe in absolute operational sovereignty for our clients, which is fully detailed in our IP Security Policy.
Subject to the clearance of all final payments and outstanding invoices, Omeiro explicitly assigns and transfers to the Client 100% of the legal copyright, ownership, and administrative rights to the final deliverables. This includes the final custom source code, master Figma design tokens, and final rendered video/media assets.
Exceptions: Omeiro retains ownership of our pre-existing proprietary backend scripts, internal deployment pipelines, and open-source libraries used to construct the project. We grant the Client an irrevocable, perpetual, royalty-free license to use these underlying tools strictly within the context of the delivered project.
Portfolio Rights: Unless a formal "Ghost Agency" or Non-Disclosure Agreement (NDA) has been executed to the contrary, Omeiro reserves the right to display the completed project, code snippets, or media in our public portfolio and marketing case studies.
4. Client Responsibilities & Project Delays
The velocity of our parallel execution relies heavily on prompt client feedback and access provisioning.
- Asset Provisioning: The Client must provide all necessary raw materials (copy, existing logos, database access, server credentials) required to execute the SOW within a timely manner.
- Feedback Turnaround: The Client agrees to review deliverables and provide consolidated feedback within three (3) business days of submission.
- Project Dormancy: If a project is stalled or halted by the Client for more than thirty (30) calendar days due to a lack of feedback, missing assets, or internal delays, Omeiro reserves the right to invoice for all work completed to date and place the project on "Dormant Status." Reactivating a dormant project may incur a rescheduling fee.
5. Warranties & Disclaimers
While we engineer solutions to the absolute highest enterprise standards, technology ecosystems are subject to external variables.
"As-Is" Provision: EXCEPT AS EXPRESSLY PROVIDED IN AN MSA, ALL SERVICES, CODE, AND INFRASTRUCTURE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OMEIRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Third-Party Outages: Omeiro is not liable for server downtime, data loss, or application failure caused by third-party infrastructure providers (e.g., an AWS regional outage, a Shopify API breakdown, or a Cloudflare edge network failure).
SEO & Marketing Results: Search engine algorithms (Google) and Ad network bidding auctions (Meta) are proprietary and constantly changing. While we execute data-driven, mathematically sound strategies, Omeiro cannot legally guarantee specific SEO rankings, specific CPC (Cost Per Click) metrics, or guaranteed revenue volumes.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMEIRO, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION ARISING FROM YOUR USE OF OUR SERVICES OR SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OMEIRO’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO OMEIRO FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM.
7. Termination & Cancellation
By the Client: You may terminate a monthly retainer agreement by providing thirty (30) days written notice to admin@omeiro.com. For fixed-scope sprints, if you cancel before completion, you are legally responsible for pro-rated payment covering all engineering, design, and management hours executed up to the exact date of cancellation.
By Omeiro: We reserve the right to immediately terminate or suspend any project or MSA if the Client breaches these Terms, fails to remit payment, exhibits abusive behavior toward our staff, or demands work substantially outside the agreed SOW without compensation.
8. Governing Law & Dispute Resolution
These Terms and your use of our Services shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of law principles.
Any legal action or proceeding related to this website or these Terms shall be instituted exclusively in a state or federal court of competent jurisdiction situated in Middlesex County, New Jersey. Both parties consent to the personal jurisdiction of such courts and waive any objections to inconvenient forum.
Review Our Legal Ecosystem.
Transparency and strict governance are the foundations of enterprise trust. Please review our accompanying Privacy Policy and IP Security framework.