Terms and Conditions

Last Updated: July 1, 2024

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the website www.redshavtjk.world (the "Website") or engaging the services ("Services") operated by TechPro Solutions ("we", "us", or "our").

Your access to and use of the Website and Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and clients who access or use the Website or engage our Services.

By accessing or using the Website or our Services, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Website or use our Services.

1. Use of the Website

1.1 User Account

When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Website.

You are responsible for safeguarding the password that you use to access the Website and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

1.2 Acceptable Use

You agree not to use the Website or our Services:

• In any way that violates any applicable national or international law or regulation
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation
• To impersonate or attempt to impersonate TechPro Solutions, a TechPro Solutions employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or Services, or which, as determined by us, may harm TechPro Solutions or users of the Website or Services, or expose them to liability

1.3 Website Content

Our Website may contain content owned or licensed by TechPro Solutions ("TechPro Solutions Content"). TechPro Solutions Content is protected by copyright, trademark, patent, trade secret, and other laws, and as between you and TechPro Solutions, TechPro Solutions owns and retains all rights in the TechPro Solutions Content.

You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the TechPro Solutions Content, and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit the TechPro Solutions Content without prior written permission from TechPro Solutions or the respective rights holder.

2. Services

2.1 Service Description

TechPro Solutions provides IT consulting services including, but not limited to, IT strategy development, cloud solutions, process optimization, cybersecurity services, and digital transformation consulting. The specific details and scope of services will be outlined in a separate engagement agreement or statement of work between TechPro Solutions and the client.

2.2 Client Responsibilities

When engaging our Services, you agree to:

• Provide accurate and complete information as required for the provision of Services
• Cooperate with TechPro Solutions as may be necessary for the successful delivery of Services
• Provide timely feedback, approvals, and decisions as required during the service engagement
• Comply with all applicable laws and regulations
• Ensure that you have the necessary rights, permissions, and consents to provide any materials or information to TechPro Solutions for use in providing the Services

2.3 Service Modifications

TechPro Solutions reserves the right to modify, suspend, or discontinue any part of the Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify, suspend, or discontinue any part of the Services.

3. Fees and Payment

3.1 Service Fees

The fees for our Services will be as agreed upon in a separate engagement agreement or statement of work. Unless otherwise specified, all fees are quoted in Canadian Dollars (CAD).

3.2 Payment Terms

Payment terms will be specified in the engagement agreement or statement of work. Generally, we require payment within thirty (30) days of invoice date unless otherwise stated. For certain services, we may require an upfront deposit or retainer.

3.3 Late Payments

Late payments may be subject to interest charges at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, on all overdue amounts until paid in full.

3.4 Taxes

Our fees do not include taxes. You are responsible for paying all applicable taxes, including sales, use, and value-added taxes associated with your purchase of our Services.

4. Intellectual Property

4.1 Client Materials

You retain all of your ownership rights in any materials, content, data, or information you provide to TechPro Solutions in connection with our Services ("Client Materials"). By providing Client Materials to TechPro Solutions, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of providing Services to you.

4.2 Deliverables

Unless explicitly stated otherwise in an engagement agreement or statement of work, upon full payment of all applicable fees, TechPro Solutions grants you a non-exclusive, non-transferable, worldwide license to use any deliverables created by TechPro Solutions specifically for you as part of the Services for your internal business purposes.

4.3 TechPro Solutions IP

TechPro Solutions retains all right, title, and interest in and to:

• All intellectual property developed or owned by TechPro Solutions prior to the engagement
• All intellectual property developed during the course of providing Services that is not unique to your business
• All methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how embodied in the Services or deliverables

4.4 Feedback

If you provide TechPro Solutions with any feedback, suggestions, or recommendations regarding our Services or Website ("Feedback"), you grant TechPro Solutions an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such Feedback in any way and for any purpose without any obligation or compensation to you.

5. Confidentiality

Each party agrees that it will not use or disclose the other party's confidential information without the prior written consent of the other party. "Confidential Information" includes, but is not limited to, business plans, financial information, proprietary technology, client lists, and any other information that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

This confidentiality obligation shall not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Was independently developed by the receiving party
• Is disclosed with the prior written approval of the disclosing party
• Is required to be disclosed by law, regulation, or court order

This confidentiality obligation shall survive the termination of these Terms or any service engagement for a period of three (3) years.

6. Limitation of Liability

IN NO EVENT SHALL TECHPRO SOLUTIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TECHPRO SOLUTIONS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT TECHPRO SOLUTIONS SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TECHPRO SOLUTIONS' TOTAL LIABILITY TO YOU FOR ANY DAMAGES SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO TECHPRO SOLUTIONS FOR SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7. Disclaimer of Warranties

THE WEBSITE AND 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.

TECHPRO SOLUTIONS, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (I) THE WEBSITE OR SERVICES WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY ERRORS OR DEFECTS WILL BE CORRECTED, (III) THE WEBSITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THE RESULTS OF USING THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Indemnification

You agree to defend, indemnify, and hold harmless TechPro Solutions, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Website and Services
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claim that your Client Materials or use of the Services caused damage to a third party

This defense and indemnification obligation will survive these Terms and your use of the Website and Services.

9. Term and Termination

9.1 Term

These Terms shall remain in full force and effect while you use the Website or Services. The term of specific service engagements will be as specified in the applicable engagement agreement or statement of work.

9.2 Termination of Website Access

TechPro Solutions reserves the right to, in our sole discretion, terminate your access to all or part of the Website, with or without notice, for any reason, including without limitation, breach of these Terms.

9.3 Termination of Services

The termination provisions for specific services will be outlined in the applicable engagement agreement or statement of work. In the absence of specific termination provisions, either party may terminate a service engagement upon thirty (30) days written notice to the other party.

9.4 Effect of Termination

Upon termination of these Terms or a specific service engagement:

• Your right to access and use the Website or Services will immediately cease
• TechPro Solutions may, but is not obligated to, delete any of your content or information
• All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability
• You shall pay all amounts owed to TechPro Solutions for services rendered up to the date of termination

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms shall be governed and construed in accordance with the laws of the Province of Saskatchewan, Canada, without regard to its conflict of law provisions.

10.2 Dispute Resolution

Any dispute arising out of or relating to these Terms, the Website, or our Services shall first be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the Arbitration Act of Saskatchewan. The arbitration shall take place in Saskatchewan, Canada, in the English language, and the arbitral decision shall be binding on both parties and enforceable in any court of competent jurisdiction.

10.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10.4 Equitable Relief

You acknowledge that a breach of intellectual property rights or confidentiality obligations may cause irreparable harm for which monetary damages would not be an adequate remedy. In such circumstances, TechPro Solutions may seek equitable remedies including injunctive relief in any court of competent jurisdiction.

11. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website or Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Website and Services.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any engagement agreements or statements of work, constitute the entire agreement between you and TechPro Solutions regarding the use of the Website and Services and supersede all prior and contemporaneous written or oral agreements between you and TechPro Solutions.

12.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without TechPro Solutions' prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null. TechPro Solutions may assign or transfer these Terms, at its sole discretion, without restriction.

12.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

12.4 No Waiver

The failure of TechPro Solutions to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of TechPro Solutions.

12.5 Notices

Any notices or other communications provided by TechPro Solutions under these Terms will be given by posting to the Website, by email, or by any other method we deem appropriate. You may provide notice to TechPro Solutions by sending email to info@redshavtjk.world or by mail to our office address.

12.6 Force Majeure

TechPro Solutions shall not be liable for any failure to perform its obligations under these Terms where such failure results from any cause beyond our reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation, acts of God, terrorist acts, public health emergencies, or government restrictions.

13. Contact Us