Terms and Conditions

Last updated: January 2025

Effective Date: January 1, 2025

1. Acceptance of Terms

By accessing or using our Services in any manner, including but not limited to visiting our website, communicating with our team, signing agreements, or making payments, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use our Services.

These Terms apply to all users, clients, visitors, and others who access or use our Services. We reserve the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting. Your continued use of Services after modifications constitutes acceptance of the revised Terms.

2. Services Description

TechSolutions provides comprehensive technology and digital services, including but not limited to:

• Software Development: Custom software solutions, web applications, mobile applications, enterprise systems, and API development
• Application Development: Native and cross-platform mobile apps, progressive web apps, and desktop applications
• Digital Marketing: Marketing strategy, campaign management, email marketing, PPC advertising, and analytics
• SEO Services: Search engine optimization, keyword research, on-page and off-page optimization, technical SEO, and content strategy
• Social Media Management: Content creation, community management, social media strategy, and advertising
• Content & News Publishing: Content creation, editorial services, and news distribution through Vision Media News
• Consulting Services: Technology consulting, digital transformation, and strategic advisory
• Maintenance & Support: Ongoing technical support, updates, and system maintenance

Service scope, deliverables, timelines, and pricing are defined in individual project proposals, statements of work (SOW), or service agreements, which shall be considered integral parts of these Terms.

3. Client Responsibilities and Obligations

To ensure successful project delivery, Clients agree to:

• Accurate Information: Provide complete, accurate, and timely project requirements, specifications, and materials
• Timely Responses: Respond to requests for information, approvals, and feedback within agreed timelines (typically 5 business days unless specified otherwise)
• Content Rights: Ensure legal ownership or proper licensing of all content, materials, logos, images, text, and data provided to us
• Access Provision: Grant necessary access to systems, servers, accounts, and platforms required for service delivery
• Decision Authority: Ensure that designated contact persons have authority to make project decisions and approvals
• Cooperation: Collaborate constructively with our team and provide necessary support for project success
• Testing & Review: Thoroughly test and review deliverables during designated review periods
• Compliance: Ensure that requested Services comply with all applicable laws, regulations, and industry standards

Client Delay Policy: Delays in Client responses, approvals, or provision of materials exceeding 5 business days may result in project timeline extensions and potential additional charges. Delays exceeding 30 days may result in project suspension or termination with applicable fees retained by the Company.

4. Intellectual Property Rights

4.1 Pre-Existing Intellectual Property

All pre-existing intellectual property, including but not limited to frameworks, libraries, code snippets, templates, methodologies, and proprietary tools owned by TechSolutions prior to engagement, shall remain the exclusive property of TechSolutions.

4.2 Client-Provided Materials

Client retains all ownership rights to materials, content, trademarks, and data provided to TechSolutions. Client grants TechSolutions a non-exclusive, worldwide license to use such materials solely for the purpose of delivering Services.

4.3 Custom Deliverables

Ownership of custom-developed code, designs, content, and deliverables created specifically for the Client shall transfer to the Client only upon:

• Receipt of full payment for all Services rendered
• Completion of all contractual obligations
• Written confirmation of project completion and acceptance

Until full payment is received, all work products remain the property of TechSolutions. TechSolutions reserves the right to withhold delivery of final files, source code, or access to completed work until payment is satisfied.

4.4 Third-Party Components

Projects may incorporate third-party software, plugins, libraries, or assets subject to separate licensing terms. Client is responsible for compliance with all third-party licenses. TechSolutions makes no warranties regarding third-party components.

4.5 Portfolio and Marketing Rights

Unless explicitly prohibited in writing, TechSolutions reserves the right to display completed work in portfolios, case studies, and marketing materials, and to identify Client as a customer. Client may request confidentiality for specific projects, subject to mutual written agreement.

5. Payment Terms and Conditions

5.1 Payment Structure

Payment terms are specified in individual project proposals or service agreements. Standard payment structures include:

• Fixed Price Projects: Typically 30-50% upfront, remainder upon milestones or completion
• Hourly/Time-Based: Invoiced weekly, bi-weekly, or monthly based on logged hours
• Retainer Agreements: Paid monthly in advance for ongoing services
• Milestone-Based: Payments tied to specific project deliverables and approvals

5.2 Payment Due Dates

Invoices are payable within 15 days of invoice date unless otherwise specified. Late payments are subject to:

• Late fee of 1.5% per month (18% annually) on outstanding balances
• Suspension of Services until payment is current
• Termination of agreement for non-payment exceeding 30 days
• Retention of all work products and intellectual property until payment is received

5.3 Payment Methods

We accept bank transfers, credit cards, online payment platforms, and other methods as specified in invoices. Client is responsible for all transaction fees, currency conversion fees, and bank charges.

5.4 Taxes and Additional Charges

All fees are exclusive of applicable taxes, duties, or government charges. Client is responsible for all taxes except those based on TechSolutions' net income. Additional charges may apply for scope changes, rush requests, or services outside the original agreement.

5.5 Collection Costs

Client agrees to reimburse all costs of collection, including reasonable attorney fees, court costs, and collection agency fees, in the event of non-payment requiring legal action.

6. Project Scope and Change Management

6.1 Scope Definition

Project scope is defined in the proposal, SOW, or project agreement. Services and deliverables are limited to those explicitly stated.

6.2 Scope Changes

Any requests for changes, additions, or modifications to agreed scope ("Change Requests") must be submitted in writing. TechSolutions will provide a change order detailing impact on timeline, cost, and deliverables. Change orders require written approval and payment before implementation.

6.3 Revision Limits

Unless specified otherwise, Services include a defined number of revision rounds (typically 2-3 rounds). Additional revisions beyond agreed limits will be charged at standard hourly rates or as specified in the agreement.

7. Project Timelines and Delays

7.1 Timeline Estimates

Project timelines are estimates based on information available at project initiation and assume timely Client cooperation. Timelines are not guaranteed unless explicitly stated as firm deadlines with associated penalties in the agreement.

7.2 Force Majeure

TechSolutions shall not be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemic, internet or telecommunications failures, or third-party service outages.

7.3 Client-Caused Delays

Delays resulting from Client actions, inactions, or failure to meet responsibilities may result in timeline extensions and additional charges. TechSolutions reserves the right to re-prioritize resources for projects experiencing significant Client delays.

8. Warranties and Disclaimers

8.1 Service Warranty

TechSolutions warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. For software development, we provide a warranty period (typically 30-90 days post-delivery) to fix bugs and defects in deliverables, provided that the defect is reported during the warranty period and the software is used as intended.

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

TechSolutions does not warrant that:

• Services will be uninterrupted, timely, secure, or error-free
• Results obtained from Services will be accurate, complete, or reliable
• Quality of Services will meet Client expectations
• All defects will be corrected
• Third-party services, platforms, or integrations will function as expected

8.3 Marketing and SEO Disclaimers

For digital marketing and SEO services, TechSolutions makes no guarantees regarding specific results, rankings, traffic volumes, conversion rates, or return on investment. Performance of marketing campaigns depends on numerous factors beyond our control, including market conditions, competition, algorithm changes, and Client business factors.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECHSOLUTIONS' TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO TECHSOLUTIONS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $5,000, WHICHEVER IS LESS.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL TECHSOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Excluded Liabilities

TechSolutions shall not be liable for:

• Errors, mistakes, or inaccuracies in Client-provided content or materials
• Third-party services, platforms, plugins, or integrations
• Damages resulting from unauthorized access, hacking, or security breaches not caused by our gross negligence
• Client's failure to implement recommended security measures or updates
• Business losses, regulatory penalties, or legal claims related to Client's business operations
• Force majeure events and circumstances beyond our reasonable control

10. Indemnification

Client agrees to indemnify, defend, and hold harmless TechSolutions, its officers, directors, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Client's use of Services or deliverables
• Client's violation of these Terms or applicable laws
• Client's infringement or violation of any third-party intellectual property or other rights
• Content, materials, or data provided by Client
• Client's business operations, products, or services
• Claims by Client's customers, users, or third parties related to deliverables

11. Confidentiality and Non-Disclosure

11.1 Confidential Information

Both parties may have access to confidential information during the course of Services. "Confidential Information" includes business plans, technical data, customer information, financial information, source code, trade secrets, and any information marked as confidential or that would reasonably be considered confidential.

11.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information solely for purposes of the engagement
• Limit disclosure to employees or contractors with a need to know
• Protect Confidential Information with at least the same degree of care used for own confidential information

11.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order.

12. Data Protection and Privacy

TechSolutions is committed to protecting data privacy in accordance with applicable laws including GDPR, CCPA, and other data protection regulations. Our handling of personal data is governed by our Privacy Policy, which is incorporated herein by reference.

When processing personal data on behalf of Client, TechSolutions acts as a data processor. Client remains the data controller and is responsible for ensuring lawful basis for data processing, obtaining necessary consents, and compliance with applicable data protection laws.

13. Termination

13.1 Termination by Either Party

Either party may terminate Services under the following conditions:

• For Convenience: With 30 days' written notice (subject to payment obligations for work performed)
• For Cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of notice
• For Non-Payment: TechSolutions may terminate immediately if Client fails to pay within 30 days of invoice due date

13.2 Effects of Termination

Upon termination:

• Client shall pay for all Services performed up to termination date
• TechSolutions shall deliver completed work for which payment has been received
• Each party shall return or destroy Confidential Information of the other party
• All rights and licenses granted to Client shall cease, except for deliverables fully paid for
• Provisions regarding payment, intellectual property, confidentiality, limitation of liability, and indemnification survive termination

13.3 No Refund Upon Termination

Termination does not entitle Client to refund of payments made for Services already performed. Client remains obligated to pay for all work completed and expenses incurred up to the effective termination date.

14. Independent Contractor Relationship

TechSolutions is an independent contractor and not an employee, agent, partner, or joint venture of Client. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship. TechSolutions has sole discretion and control over the manner and means of performing Services, subject to Client's approval rights over final deliverables as specified in agreements.

15. Subcontracting and Assignment

TechSolutions may engage subcontractors, freelancers, or third-party service providers to perform Services, provided that TechSolutions remains responsible for their performance and compliance with these Terms.

Client may not assign or transfer rights or obligations under these Terms without TechSolutions' prior written consent. TechSolutions may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

16. Dispute Resolution

16.1 Good Faith Negotiations

In the event of any dispute arising from these Terms, the parties agree to first attempt resolution through good faith negotiations.

16.2 Mediation

If negotiations fail, parties agree to submit the dispute to mediation before pursuing litigation or arbitration.

16.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles. Any legal action or proceeding shall be brought exclusively in the courts located in [Jurisdiction], and both parties consent to the personal jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any proposals, SOWs, or service agreements, constitute the entire agreement between parties and supersede all prior agreements, understandings, or representations, whether written or oral.

17.2 Amendments

TechSolutions may modify these Terms at any time by posting revised Terms on our website. Continued use of Services after modifications constitutes acceptance. Material changes affecting active projects will be communicated directly to affected Clients.

17.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

17.5 Notices

All notices under these Terms shall be in writing and delivered via email to the addresses specified in project agreements, with confirmation of receipt. Notices are deemed effective upon receipt.

17.6 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

18. Contact Information

For questions regarding these Terms and Conditions, please contact:

TechSolutions
Email: [email protected]
Website: www.techsolutions.com