Terms of Service & Master Service Agreement

These Terms of Service ("Agreement") constitute a legally binding commercial contract between Techtivo Spire Ltd. ("Techtivo Spire", "Agency", "We") and the business entity or individual ("Client", "You") accessing our websites, enterprise software, API services, or executing a Statement of Work (SOW).

By interacting with our platforms or signing a project proposal, you confirm that you possess the legal authority to bind your organization to these Terms. Techtivo Spire reserves the right to modify these Terms to reflect legislative changes or operational updates. Updated versions will be published with a revised "Effective Date".

Techtivo Spire provides digital transformation services including web design and development, applied AI integration, IoT engineering, cybersecurity audits, and strategic digital consulting. Specific project timelines, acceptance criteria, deliverables, and cost structures shall be specified in individual Statements of Work (SOW) executed by authorized representatives of both parties.

Access to client staging servers, portal dashboards, and API management consoles requires secure account provisioning. You are responsible for maintaining the strict confidentiality of administrative credentials and multi-factor authentication (MFA) tokens assigned to your team members. Techtivo Spire must be notified immediately of any suspected credential compromise or unauthorized access incident.

Clients agree to pay all project fees in accordance with the payment schedule established in the applicable SOW:

• Standard Invoicing Terms: Invoices are issued electronically and are payable Net 30 days from the invoice date unless otherwise specified.
• Milestone Payments: Software development projects generally operate on a 40% initial deposit, 30% alpha/beta delivery, and 30% final deployment milestone structure.
• Late Payment Interest: Overdue payments accrue interest at the rate of 1.5% per month (18% per annum) or the maximum legal limit permitted by governing law.
• Taxes: Fees are exclusive of applicable state sales taxes, VAT, or withholding taxes, which shall be borne by the Client.

Intellectual property ownership is strictly defined between pre-existing agency assets and bespoke project deliverables:

Both parties agree to protect all confidential information disclosed during the engagement with the same degree of care used for their own proprietary data (and no less than reasonable care). Confidential Information includes source code, product roadmaps, trade secrets, security architecture, customer lists, and financial figures.

This confidentiality obligation survives the termination of this Agreement for a period of five (5) years, except for trade secrets, which remain confidential indefinitely.

For platforms hosted or managed directly under Techtivo Spire SLA contracts:

Techtivo Spire warrants that all digital deliverables will be created in a professional, workmanlike manner conforming to prevailing industry software standards.

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, or business reputation).

Techtivo Spire's cumulative aggregate financial liability arising out of or related to any SOW shall not exceed the total fees paid by the Client to Techtivo Spire under that specific SOW during the twelve (12) month period immediately preceding the event giving rise to liability.

This Agreement remains in effect until terminated. Either party may terminate a SOW for convenience upon thirty (30) days written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fourteen (14) days of receiving written notice.

Upon termination, Client shall immediately pay for all work completed up to the date of termination. Techtivo Spire will provide orderly migration of Client assets and data files.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales for European operations, and the State of New York for Americas operations. Any dispute arising out of this contract shall first be submitted to good-faith executive mediation. If unresolved, disputes shall be settled through binding arbitration under the LCIA / AAA Rules.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force. No waiver of any breach shall constitute a waiver of subsequent breaches. Neither party shall be liable for failure to perform due to events of Force Majeure (natural disasters, network outages, war, pandemics).