Terms of Service

These terms apply to consulting and engineering services provided by Jack Senechal, sole proprietor, Novato, California ("I", "me"), to a business client ("you"). They become part of the written proposal you sign. Where the signed proposal says something different, the proposal governs. Version of November 12, 2026.

Starting an engagement

No work starts until we have both signed a written proposal, or accepted it by email, that states the scope, the deliverables and the price, and that refers to these terms. For retainers, that includes the monthly fee, the hours it covers and the cadence. The proposal and these terms together are the agreement for that engagement. Any change to scope is put in writing and accepted by both of us before the extra work is done.

If the documents disagree, the signed proposal comes first, then these terms, then the pages of this website. The website pages describe my services and background in general. They are descriptions and are not warranties. The sections of these terms on cancellation, warranty and liability apply whatever the proposal says, unless the proposal names the section it changes.

The version of these terms posted on the date you sign the proposal applies to that engagement. A later version applies only to a proposal signed after it is posted.

Payment

Fees are in US dollars. Fixed-fee projects are invoiced half at signing and half on delivery, and work starts once the first invoice is paid. Delivery is the day I send you the deliverables the proposal lists. For an engineering assessment, the deliverables include a walkthrough call on the report, and delivery is the day I send you the report and offer times for the call. Retainers are invoiced at the start of each month. Retainer hours not used in a month do not carry over unless the proposal says they do. Invoices are payable within 14 days of the invoice date. If an invoice is overdue, I may pause work until it is paid. Card payments are processed by Stripe. You enter your card details on Stripe's pages, and I never see or store your card number.

Refunds

Prepaid work that has not started is refunded in full on request.

For work in progress, the unstarted portion is refunded. Work already done is billed as a share of the agreed fee. For a fixed-fee project, that share is the part of the proposal's timeline that has run, counted in business days from the day work started.

If delivered work does not match the agreed scope, and you tell me in writing within 30 days of delivery, I'll correct it first. If I do not correct it within a reasonable time, the affected portion of the fee is refunded.

Refunds are issued to the original payment method within 10 business days of the refund falling due.

Cancellation

Either of us may end a retainer with 14 days' written notice. The final invoice covers the notice period. If the notice period ends partway through a month you have already paid for, the fee for the rest of that month is refunded.

If I have to stop sooner than that, for example because of illness or a conflict I cannot resolve, I tell you right away, refund the fees you have paid for the part of the paid month after the day I tell you, hand over my notes and work in progress, and stop using the access you gave me. Ending a retainer this way is not a breach of the agreement, and that refund is your only remedy for the retainer ending early.

Either of us may cancel fixed-fee work before delivery, at any time and for any reason, by telling the other in writing. The work done up to cancellation is billed as a share of the agreed fee, as described under Refunds, and any prepaid amount beyond that is refunded. Whichever of us cancels, I send you the work as it stands. If I am the one who cancels, you owe nothing beyond what you have already paid.

I have no obligation to continue fixed-fee work. If I cancel it as this section allows, that is not a breach of the agreement, and the refund this section describes is your only remedy for the work not being completed.

What you are responsible for

I advise and I do the work the proposal describes. The decisions stay with you: what to build, whom to hire, what to ship and when. You are responsible for your own systems, products, security and data and for their compliance with the laws, contracts and standards that apply to you, for keeping backups, for reviewing and testing any change before it reaches production, for the access you grant me, and for the accuracy of the information you give me.

What the work is not

I provide engineering and technology leadership services. I am not a lawyer, an accountant or an auditor, and nothing I provide is legal, tax, accounting, investment or compliance advice. An engineering assessment is my opinion, based on the access and information you gave me at the time. It is not an audit, a security assessment, a penetration test, a certification or an assurance report.

A title such as fractional CTO describes the work. It does not make me your employee, officer or director, and I take on no fiduciary duty to you or your owners unless we agree to that in a separate signed document.

I do not promise any business result, including a funding round, a sale, a hire, a release date or the passing of an audit or a customer's security review.

Deliverables are prepared for you. If you show one to an investor, a buyer, a customer or anyone else, you do so on your own responsibility. They are not addressed to anyone else, no one other than you may rely on me for them, and I accept no duty to anyone other than you. If someone you gave a deliverable to brings a claim against me because of it, you will cover my reasonable costs of that claim and anything I have to pay on it, except where the claim results from my fraud or willful misconduct.

Warranty

I will perform the services with reasonable care and skill. If delivered work does not match the agreed scope, your remedy is the correction or refund described under Refunds.

That is the only warranty I give. To the fullest extent the law permits, I disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. I do not warrant that a deliverable is free of errors or security vulnerabilities.

Limitation of liability

To the fullest extent the law permits, the total liability of each of us to the other for all claims arising out of or relating to an engagement, whether in contract, in tort (including negligence) or on any other legal basis, is limited to the fees you have paid for that engagement. For a retainer, the limit is the fees you paid for the three months before the claim arose. For you, the limit is in addition to any fees you owe. The limit applies to all claims together and includes claims about confidentiality and data.

To the fullest extent the law permits, neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, loss or corruption of data, business interruption, or the cost of substitute services, even if told they were possible and even if a remedy in these terms does not fulfill its purpose.

Nothing in these terms limits or excludes liability for fraud, for willful injury to a person or to property, for gross negligence, or for anything else that California law does not allow a contract to limit or exclude, including under California Civil Code section 1668.

My fees are set on the basis of these limits. Apart from the one case described under "What the work is not", neither of us is required to indemnify the other. Each of us pays its own legal costs in any dispute between us.

Ownership of the work

When you have paid the fees due for an engagement, I assign to you all rights I hold in the deliverables and other work I created for you under it, including under a retainer. I keep my tools, methods, templates and know-how, and anything I made before or outside the engagement. Where any of that is included in a deliverable, you receive a perpetual, royalty-free, non-exclusive license to use and change it as part of that deliverable. Open-source and other third-party components stay under their own licenses. You keep everything that is yours, and you give me permission to use it only to do the work.

Confidentiality

Each of us keeps the other's non-public information confidential, uses it only for the engagement, and protects it with reasonable care. This covers what you send me while we are scoping the work, whether or not a proposal is signed. It does not apply to information that is or becomes public through no fault of the receiving side, that the receiving side already knew or develops independently, or that it receives lawfully from someone else. Either of us may disclose information where a law or a court order requires it, after telling the other where the law allows that. These duties last for three years after the engagement ends, and for as long as the law protects it in the case of a trade secret. If I learn that someone has had unauthorized access to your confidential information while it was in my hands, I tell you without delay. I name you as a client only with your written permission.

AI tools and your data

I use AI tools in my work. My main one is Claude, made by Anthropic, and I use it with model training turned off on my account. AI tools send the material I am working on, in whole or in part, to the companies that operate them, which process it under their own terms.

Any other AI service or model provider is named in the proposal, or agreed with you in writing, before I use it on your material. If your work requires a specific tool or API, we agree on it in writing and its fees are passed through to you at cost. You may ask that a named tool not be used on your material, or that certain material stay out of AI tools. I will write that into the proposal or tell you that I cannot take the work.

My practice is to work from repository access. I do not ask for production credentials.

In signing the proposal, we both agree that I may use AI tools on your material as this section and the proposal describe.

Do not give me access to personal data, payment card data, health information or other regulated data unless the proposal says so. Where it does, we agree on written data processing terms before I receive access.

General

I am an independent contractor, and I choose how, when and with what tools the work is done. The agreement is between you and me only, and no one else has rights under it. Neither of us may transfer it without the other's written consent, except to a successor to the whole of its business. Neither of us is liable for a delay or failure caused by events beyond reasonable control, including outages of third-party services, illness or injury, natural disasters and acts of government. That does not excuse a payment that is due. If a court finds part of these terms unenforceable, that part is enforced as far as the law allows and the rest stays in effect.

The signed proposal and these terms are the whole agreement for an engagement and replace earlier emails and conversations about it. In signing the proposal you are not relying on any statement that is not in the proposal or these terms. Nothing in this paragraph limits liability for fraud. The sections on payment, refunds, what the work is not, warranty, liability, ownership, confidentiality, AI tools and your data, disputes and governing law continue after an engagement ends.

Disputes

If something is wrong with an invoice or a deliverable, please email me at jack@jacksenechal.com or call 415-779-2701 first. I'll respond within two business days and work with you in good faith to resolve it before either of us takes it further, including before a card chargeback. Neither of us starts a court case until 30 days after that first contact, unless a deadline would otherwise be missed or urgent protection of confidential information is needed.

If we cannot resolve it, the dispute is decided only by the state courts located in Marin County, California, or the federal court for the Northern District of California, and each of us accepts the jurisdiction of those courts. Either of us may use the small claims division of the Marin County Superior Court for a claim within its limits.

Any claim arising out of or relating to an engagement must be filed within one year after the claim arose or, if later, within one year after the side bringing it discovered it or should have discovered it. A claim filed later is barred, to the extent the law permits.

Governing law

The agreement and any dispute relating to it are governed by the laws of the State of California, without regard to its rules on conflicts of law.

Contact

Jack Senechal, sole proprietor, Novato, California. Email jack@jacksenechal.com. Phone 415-779-2701.