Terms of Service

Vence Logistics provides professional consulting and operational services including, but not limited to: commercial cleaning operations consulting, scheduling optimization, routing systems design and implementation, workflow automation, dashboard and reporting solutions, staff coordination frameworks, capacity planning, and related advisory services (collectively, the "Services").

The specific scope, deliverables, timeline, and fees applicable to your engagement will be set forth in a separate proposal, statement of work, invoice, or written agreement. In the event of any conflict between those documents and these Terms, the project-specific document shall control with respect to scope and pricing, while these Terms shall govern all other matters.

The Client expressly acknowledges and agrees that the outcomes, performance improvements, revenue impacts, capacity gains, or any other results obtained from the Services depend substantially on numerous factors outside the Company's control, including but not limited to: the Client's implementation of recommendations, internal staffing, operational discipline, market conditions, customer behavior, third-party vendors, and external economic factors.

Accordingly, the Company makes no representation, warranty, or guarantee — express or implied — regarding any specific financial, operational, or business result. Any forward-looking statements, projections, examples, or case studies provided are for illustrative purposes only and are not guarantees of future performance.

All fees for Services are due and payable in full in advance, prior to the commencement of work, unless an alternative payment schedule is expressly agreed to in writing by an authorized representative of the Company. Accepted payment methods will be specified on the invoice.

Late payments may, at the Company's sole discretion, accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. The Company reserves the right to suspend or terminate Services for any account that becomes past due. The Client shall be responsible for all reasonable costs of collection, including attorneys' fees. All fees are non-transferable and exclusive of any applicable taxes, which are the responsibility of the Client.

All Services are subject to the Company's official refund policy in effect at the time of purchase. Except as expressly required by applicable law or stated in a written agreement, all sales are final and fees paid are non-refundable once work has commenced. Requests for refunds, where eligible, must be submitted in writing to the Company and will be evaluated on a case-by-case basis at the Company's reasonable discretion.

To enable the Company to perform the Services effectively, the Client agrees to:

• Provide accurate, complete, and current information regarding the Client's business, operations, systems, personnel, and objectives.
• Respond promptly to requests for information, approvals, feedback, and decisions, recognizing that delays may impact timelines and outcomes.
• Designate qualified personnel with appropriate authority to participate in the engagement, attend scheduled meetings, and implement recommendations.
• Provide reasonable access to facilities, systems, software, data, and third-party tools necessary for the Company to perform the Services.
• Comply with all applicable laws, regulations, and industry standards in the conduct of the Client's business.

The Company shall not be liable for any failure or delay in performance caused by the Client's failure to fulfill these responsibilities.

All materials, methodologies, frameworks, templates, software, tools, documentation, dashboards, processes, and other deliverables created, developed, or provided by the Company in connection with the Services (collectively, the "Company Materials") are and shall remain the sole and exclusive property of the Company. The Company retains all right, title, and interest, including all intellectual property rights, in and to the Company Materials.

Subject to full and timely payment of all applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Company Materials solely for the Client's internal business purposes. The Client shall not reproduce, distribute, sell, license, sublicense, modify, reverse engineer, or create derivative works from the Company Materials, nor disclose them to any third party, without the Company's prior written consent.

Each party may have access to confidential and proprietary information of the other party in the course of the engagement. Both parties agree to maintain such information in strict confidence, to use it solely for purposes of performing under this Agreement, and to protect it with the same degree of care used to protect their own confidential information (and in no event less than reasonable care).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of this Agreement; (b) the Client's use of the Services or Company Materials in violation of this Agreement or applicable law; or (c) the Client's negligence or willful misconduct.

The Company may, in its sole discretion and without liability, suspend or terminate the Services and this Agreement immediately upon written notice in the event of: (a) the Client's failure to pay any fee when due; (b) the Client's failure to cooperate or fulfill its responsibilities under this Agreement; (c) the Client's breach of any material provision of this Agreement; (d) abusive, unlawful, or unethical conduct by the Client or its representatives; or (e) any conduct that, in the Company's reasonable judgment, is detrimental to the Company's reputation, employees, or other clients.

Upon termination, the Client shall remain liable for all fees accrued through the effective date of termination, and the provisions of these Terms that by their nature should survive (including, without limitation, intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution) shall survive termination.

The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through direct, informal communication between authorized representatives. If the Dispute is not resolved within thirty (30) days, the parties agree to submit the Dispute to non-binding mediation administered by a mutually agreed-upon mediator in Broward County, Florida, with the costs of mediation shared equally.

If the Dispute remains unresolved following mediation, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida, for the resolution of such Dispute. Each party irrevocably waives any objection to such venue and any right to a trial by jury to the fullest extent permitted by law.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor disputes, utility or telecommunications failures, or internet outages.

The Company is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

This Agreement, together with any applicable proposal, statement of work, or invoice, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, negotiations, or communications, whether oral or written. The Company reserves the right to update or modify these Terms at any time. The current version of the Terms will be made available, and continued use of the Services following any update constitutes acceptance of the modified Terms.

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

By purchasing, accessing, or using any Services provided by Vence Logistics, the Client expressly acknowledges that it has read, understood, and agrees to be bound by these Terms of Service in their entirety. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Questions regarding these Terms should be directed to:

Vence Logistics
Fort Lauderdale, FL
Email: Vencelogisticsus@gmail.com
Phone: (561) 527-1506