Terms of Service

Valink Solutions Ltd. provides the following technology services:

Technology Consulting:

• IT infrastructure planning and setup
• Team training and capacity building
• Technology stack selection and architecture design
• Ongoing support and problem-solving

Cybersecurity Consulting:

• Security assessments and auditing
• Vulnerability management and penetration testing
• Security training for teams
• Compliance and best practices implementation

Web Development:

• Custom website design and development
• Content management systems
• E-commerce solutions
• Website maintenance and updates

Full-Stack Development:

• End-to-end application development
• Database design and optimization
• API development and integration
• Scalable architecture implementation

VPS Hosting (Future Offering):

• Canadian-based infrastructure hosting
• Data sovereignty compliance
• Managed hosting solutions
• Technical support and monitoring

Custom Service Agreements:

Services are typically provided under specific agreements including Master Service Agreements (MSA), Statements of Work (SOW), project proposals, or retainer agreements. These documents define the specific scope, deliverables, timelines, and pricing for each engagement.

In the event of any conflict between these Terms and a specific service agreement, the specific service agreement shall prevail.

To ensure successful project delivery and a productive working relationship, clients agree to the following responsibilities:

Provide Accurate Information:

• Provide complete and accurate information about your business and requirements
• Disclose all relevant technical constraints and business objectives
• Notify us promptly of any changes to requirements or circumstances

Timely Communication and Feedback:

• Respond to requests for information within agreed-upon timeframes
• Provide timely feedback on deliverables and proposals
• Designate a primary point of contact for project communications
• Participate in scheduled meetings, reviews, and other collaborative activities

Payment Obligations:

• Make timely payments according to agreed-upon terms
• Provide accurate billing and payment information
• Notify us of any billing disputes within 15 days of invoice receipt

Compliance with Laws:

• Ensure your use of our services complies with all applicable laws and regulations
• Obtain all necessary licenses, permits, and authorizations for your business operations
• Do not use our services for any illegal, harmful, or unethical purposes

Proper Use of Deliverables:

• Use deliverables only for their intended business purposes
• Maintain appropriate security measures for systems and applications we develop
• Follow our recommendations for maintenance, updates, and security best practices

How Services Are Engaged:

Services may be engaged through one or more of the following mechanisms:

• Master Service Agreement (MSA): A framework agreement establishing general terms for ongoing engagements
• Statement of Work (SOW): A detailed project-specific document outlining scope, deliverables, and timelines
• Project Proposal: A written proposal accepted by the client
• Retainer Agreement: An ongoing service arrangement with defined monthly hours or services
• Work Order: A specific task or service request under an existing agreement

Project Scope Definition:

• All projects begin with a clearly defined scope of work
• Scope includes deliverables, timelines, responsibilities, and acceptance criteria
• Any work outside the defined scope constitutes a change request (see below)

Change Request Procedures:

• Changes to project scope must be requested in writing
• We will assess the impact on timeline, budget, and deliverables
• Change requests require mutual written agreement before implementation
• Additional fees and timeline adjustments may apply to scope changes

Timeline Expectations:

• Project timelines are estimates based on the defined scope and assumptions
• Timelines may be affected by client delays, scope changes, or unforeseen technical challenges
• We will notify clients promptly of any anticipated delays
• Timelines may be adjusted by mutual agreement as circumstances change

Ownership of Deliverables:

Unless otherwise specified in a service agreement, ownership of custom deliverables created specifically for a client project transfers to the client upon:

• Receipt of full payment for the deliverable
• Formal acceptance of the deliverable by the client
• Completion of all contractual obligations related to the deliverable

Valink's Retained Rights:

Valink retains ownership of the following, which are licensed to the client for use with the deliverables:

• Pre-existing Materials: Tools, code libraries, frameworks, templates, and methodologies developed prior to or independently of the client engagement
• General Knowledge: Skills, techniques, ideas, and know-how developed during the engagement
• Reusable Components: Generic functions, utilities, or modules that may be used across multiple client projects

Third-Party Licenses:

• Client is responsible for obtaining and maintaining licenses for third-party software, APIs, and services
• We will notify clients of any third-party components requiring separate licenses
• Client must comply with all third-party license terms and conditions

Open Source Considerations:

• We may use open-source software components in deliverables
• All open-source components will be properly documented
• Client must comply with applicable open-source licenses (MIT, Apache, GPL, etc.)
• We will avoid using open-source licenses that impose unacceptable restrictions unless explicitly approved by the client

Client-Provided Materials:

• Client retains ownership of all materials provided to Valink (content, branding, data, etc.)
• Client grants Valink a license to use these materials solely for the purpose of delivering services
• Client warrants that they have the right to provide such materials and that their use does not infringe on third-party rights

Portfolio and Marketing:

Valink may use completed projects in its portfolio, case studies, and marketing materials unless the client requests confidentiality in writing. We will respect all client requests for non-disclosure.

Professional Services Warranty:

Valink warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. We will use qualified personnel with appropriate skills and experience.

Deliverable Warranty:

We warrant that deliverables will substantially conform to the specifications agreed upon in the applicable service agreement for a period of 30 days following delivery. If deliverables do not conform, we will correct them at no additional charge.

Industry-Standard Care:

We commit to following industry best practices, security standards, and professional care in all our work. However, we cannot guarantee specific outcomes or results.

Disclaimer of Other Warranties:

No Guarantee of Specific Outcomes:

While we strive for excellence, technology projects involve inherent uncertainties. We do not guarantee specific business results, performance metrics, user adoption rates, revenue increases, or other outcome-based goals unless explicitly agreed in writing.

Client's Remedy:

The client's sole remedy for breach of warranty is for Valink to re-perform the non-conforming services or, if Valink cannot correct the issue, to refund fees paid for the non-conforming services.

Termination for Convenience:

Either party may terminate a service agreement for any reason upon thirty (30) days' written notice to the other party, unless a different notice period is specified in the service agreement.

Termination for Cause:

Either party may terminate a service agreement immediately upon written notice if:

• The other party materially breaches the agreement and fails to cure within fifteen (15) days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases business operations
• Continuation of the agreement would violate applicable law

Effect of Termination - Payment for Work Completed:

• Client shall pay for all services performed and expenses incurred up to the effective date of termination
• For fixed-price projects, client shall pay for completed milestones and a prorated amount for work in progress
• Valink will provide an invoice for all outstanding amounts within fifteen (15) days of termination

Return of Materials:

Upon termination:

• Valink will deliver all completed deliverables and work in progress to the client
• Each party will return or destroy confidential information belonging to the other party
• Client materials and data will be returned in a commonly used format

Survival of Terms:

The following provisions survive termination: payment obligations, intellectual property rights, confidentiality, warranties, limitations of liability, and dispute resolution.

No Penalty for Termination:

Except for payment of fees for work performed, neither party shall be liable for damages solely due to termination for convenience in accordance with this section.

Good Faith Negotiation:

In the event of any dispute, claim, or controversy arising from or relating to these Terms or any service agreement, the parties agree to first attempt to resolve the matter through good faith negotiations between senior representatives of each party.

Mediation:

If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to attempt resolution through mediation before pursuing litigation. The parties will mutually select a mediator and share the costs of mediation equally.

Litigation:

If mediation is unsuccessful or if either party refuses to participate in mediation, any legal action shall be brought in the courts of Ontario, Canada. Both parties consent to the exclusive jurisdiction of such courts.

Governing Law:

These Terms and all service agreements shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

Costs and Attorneys' Fees:

In any legal proceeding, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Equitable Relief:

Nothing in this section prevents either party from seeking equitable relief (such as injunctions) in court to protect intellectual property rights or confidential information without first pursuing negotiation or mediation.

No Employment Relationship:

Valink and its personnel are independent contractors. Nothing in these Terms or any service agreement creates an employment relationship, partnership, joint venture, or agency relationship between the parties.

No Authority to Bind:

Neither party has the authority to bind the other party or to assume or create obligations on behalf of the other party.

Tax Obligations:

Each party is solely responsible for all taxes, withholdings, and other statutory obligations related to its own business and personnel.

Personnel:

Valink maintains sole control over the selection, direction, and compensation of its personnel. Client has no right to control how Valink personnel perform their work, provided the work meets the agreed-upon specifications and quality standards.

Events Beyond Reasonable Control:

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, fires, storms, pandemics)
• War, terrorism, civil unrest, or government actions
• Labor disputes or strikes (not involving the party's own employees)
• Internet service provider failures or telecommunications outages
• Power failures or other utility interruptions
• Failure of third-party services or suppliers

Suspension of Obligations:

The affected party's obligations shall be suspended during the period of force majeure and for a reasonable time thereafter to resume performance.

Notice and Mitigation:

The affected party shall:

• Promptly notify the other party of the force majeure event
• Use commercially reasonable efforts to mitigate the effects and resume performance
• Provide regular updates on the status and expected resolution

Extended Force Majeure:

If a force majeure event continues for more than sixty (60) days, either party may terminate the affected service agreement upon written notice without liability for damages (except for payment for services performed).

Entire Agreement:

These Terms, together with any applicable service agreements, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, agreements, and understandings.

Amendments:

These Terms may be amended only by a written agreement signed by authorized representatives of both parties. We may update these general Terms from time to time; updated terms apply to new engagements after the effective date.

Severability:

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver:

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. A party's failure to enforce a right does not waive that right.

Assignment:

Neither party may assign or transfer these Terms or any service agreement without the prior written consent of the other party, except that Valink may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Notices:

All notices required under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by registered mail to the addresses specified in the service agreement or as updated by either party.

Headings:

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

Language:

These Terms are written in English. If translated into any other language, the English version shall prevail in case of any inconsistency or dispute.