1. Introduction

These Terms and Conditions (“Agreement”) govern the provision of IT consulting services (the “Services”) by Touch Softworks Limited  (“Consultant”) to the client (“Client”). By engaging Consultant’s Services, Client agrees to be bound by this Agreement.

2. Services

2.1. Consultant agrees to provide IT consulting services as mutually agreed upon in the project proposal or statement of work (SOW).

2.2. Client acknowledges that the specific details and scope of Services will be defined in a separate written agreement, such as a project proposal or SOW.

3. Fees and Payment

3.1. Client agrees to pay Consultant the fees as outlined in the project proposal or SOW.

3.2. Payment terms shall be specified in the project proposal or SOW, and all payments are due within the agreed-upon timeframe.

4. Confidentiality

4.1. Both parties agree to keep all non-public information shared during the provision of Services confidential.

4.2. Consultant may use subcontractors or employees to deliver Services, and they shall also be bound by the confidentiality clause.

5. Ownership and Intellectual Property

5.1. Unless otherwise specified in the project proposal or SOW, any intellectual property, including software, developed by Consultant during the provision of Services shall remain the property of Consultant.

5.2. Client will have a non-exclusive, royalty-free license to use any deliverables developed specifically for Client as outlined in the project proposal or SOW.

6. Termination

6.1. Either party may terminate this Agreement with written notice to the other party if the other party breaches a material term of this Agreement and fails to cure such breach within 30 days of receiving written notice.

6.2. Either party may terminate this Agreement for any reason upon written notice, subject to payment for Services rendered up to the date of termination.

7. Liability and Indemnification

7.1. Consultant’s liability for any claim, including but not limited to negligence or breach of contract, shall be limited to the fees paid by the Client for the specific Services giving rise to the claim.

7.2. Client agrees to indemnify and hold Consultant harmless against any claims or losses arising from Client’s use of the Services.

8. Force Majeure

Consultant shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond Consultant’s control, including but not limited to acts of God, strikes, or natural disasters.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts in Ontario, Canada.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, or representations.

By engaging Consultant’s Services, Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.