Terms of Service

01 Who we are and what we do

Yoventra Grid provides technology network planning and infrastructure consulting. Our work is advisory and documentation-focused. This includes network infrastructure planning, preparation of connectivity documentation, communication environment assessments, and technology resource coordination.

Our Services are intended to help organizations understand, plan, and document their network infrastructure. We deliver analysis, recommendations, schematics, and reference documentation. We do not perform physical installation, cabling, or field labor as part of these Services.

To avoid any ambiguity, the Services do not include network installation, managed IT services, telecommunications operations, cybersecurity services, cloud infrastructure management, or day-to-day administration of client network systems. Where such work is required, it must be carried out by appropriately licensed and qualified third-party contractors selected and retained by you.

02 Acceptance and eligibility

By using this website or entering into an engagement with us, you represent that you are at least eighteen (18) years of age and have the authority to accept these Terms on behalf of yourself or the organization you represent. If you are accepting on behalf of an organization, references to "you" include that organization, and you warrant that you are authorized to bind it.

These Terms apply to your use of the public website. The specific scope, deliverables, fees, and timeline of any paid engagement are governed by a separate written proposal, statement of work, or engagement letter ("Engagement Agreement"). Where an Engagement Agreement conflicts with these Terms, the Engagement Agreement controls for that engagement.

03 Scope of engagements

Each engagement is defined by its Engagement Agreement, which describes the objectives, deliverables, assumptions, dependencies, and pricing. Any work outside that defined scope is considered a change and may require a written change order and adjusted fees or timeline.

Client responsibilities

Because our Services are advisory, their quality depends on the accuracy and completeness of the information you provide. You agree to:

• provide timely, accurate, and complete information about your existing environment, requirements, and constraints;
• make appropriate personnel and reasonable access available for interviews, walkthroughs, and reviews;
• obtain any internal approvals, permissions, or third-party consents necessary for us to perform the assessment; and
• independently evaluate our recommendations before acting on them, including engaging qualified contractors for implementation.

Delays or inaccuracies in the information or access you provide may affect the timeline, cost, and usefulness of the deliverables, and we are not responsible for outcomes that result from such delays or inaccuracies.

04 Pricing, estimates, and payment

Prices shown on the website are indicative starting points for typical engagements and are provided for general guidance only. They are not offers or binding quotes. The fees for any engagement are set out in its Engagement Agreement and may vary based on scope, complexity, environment size, and access.

Unless otherwise stated in an Engagement Agreement, fees are quoted in United States dollars and are exclusive of applicable taxes. Invoices are due within the period stated on the invoice. Late amounts may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Estimates of effort, duration, or cost are made in good faith based on information available at the time and are not guarantees. We will notify you if we anticipate a material deviation from an estimate.

05 Deliverables and intellectual property

Upon full payment for an engagement, you receive a non-exclusive, perpetual license to use the deliverables prepared specifically for you for your internal business purposes. Ownership of the deliverables transfers to you upon full payment, except as described below.

We retain all rights in our pre-existing materials, methodologies, templates, frameworks, know-how, and tools ("Background IP"), including any improvements to them. Nothing in an engagement transfers ownership of Background IP. To the extent Background IP is embedded in a deliverable, you receive a non-exclusive license to use it as part of that deliverable.

We may retain anonymized, aggregated, or de-identified information derived from engagements to improve our methods, provided such information does not identify you or reveal your confidential information.

06 Confidentiality

Each party may receive confidential information from the other. Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information of like importance, and no less than a reasonable degree of care, and to use it only to perform under the engagement.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidentiality, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if required by law, provided it gives reasonable notice where legally permitted.

07 Third-party contractors and vendors

Our recommendations frequently reference implementation carried out by third parties, such as cabling contractors, installers, equipment vendors, or managed-service providers. We do not employ, supervise, warrant, or control these third parties unless expressly stated in writing.

You are solely responsible for selecting, contracting with, and overseeing any third party who implements our recommendations. We are not liable for the acts, omissions, workmanship, pricing, or performance of any third party, even where we have identified or suggested them.

08 Warranties and disclaimers

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for advisory work. This is our sole warranty regarding the Services.

Except for the express warranty above, the website, Services, and deliverables are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that any recommendation, if implemented, will achieve a particular performance level, cost saving, uptime, or business result.

09 Limitation of liability

To the fullest extent permitted by law, neither party will be liable 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 relating to the Services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to an engagement will not exceed the total fees actually paid by you to us for that engagement in the twelve (12) months preceding the event giving rise to the claim.

10 Indemnification

You agree to indemnify and hold harmless Yoventra Grid and its personnel from third-party claims, damages, liabilities, and reasonable expenses arising from your use of the deliverables, your implementation decisions, your selection or oversight of contractors, or your breach of these Terms, except to the extent caused by our gross negligence or willful misconduct.

11 Term and termination

Either party may terminate an engagement as provided in the Engagement Agreement or, if not specified, upon written notice for material breach that remains uncured for fifteen (15) days after notice. On termination, you agree to pay for all Services performed and expenses incurred up to the effective date of termination. Sections that by their nature should survive termination will survive, including confidentiality, intellectual property, disclaimers, limitations of liability, and indemnification.

12 Governing law and disputes

These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute through informal negotiation before pursuing formal proceedings. Subject to applicable law, the state and federal courts located in Jefferson County, Kentucky have exclusive jurisdiction over disputes arising from these Terms, and each party consents to that jurisdiction and venue.

13 Changes to these Terms

We may update these Terms from time to time. Updated Terms take effect when posted on this page with a revised effective date. Your continued use of the website after changes are posted constitutes acceptance of the revised Terms. For active engagements, changes to these Terms do not alter an existing Engagement Agreement unless agreed in writing.

14 Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. Our failure to enforce a provision is not a waiver of it. You may not assign your rights or obligations without our prior written consent; we may assign to an affiliate or in connection with a merger or sale of assets. These Terms, together with any Engagement Agreement, constitute the entire agreement between the parties regarding their subject matter.