Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Travel TipKey, a corporation incorporated under the laws of British Columbia, Canada ("Company," "we," "our," or "us"). By accessing our website at travel-tipkey.com or engaging our services, you agree to be bound by these Terms and our Privacy Policy.

2. Company Information

3. Services Description

Travel TipKey provides digital transformation services to businesses, including but not limited to:

• Cloud Solutions: Cloud migration, infrastructure management, and optimization services
• Cybersecurity: Security assessments, threat monitoring, and compliance management
• AI & Automation: Process automation, machine learning integration, and workflow optimization
• Digital Transformation: Strategy consulting, technology roadmaps, and change management
• Custom Development: Bespoke software solutions and system integrations

4. Service Agreements

4.1 Contract Formation

Specific service engagements are governed by individual Service Agreements or Statements of Work (SOWs) that reference these Terms. Each Service Agreement will specify:

• Scope of work and deliverables
• Project timeline and milestones
• Fees and payment terms
• Acceptance criteria and procedures

4.2 Service Modifications

Changes to the scope of work must be agreed upon in writing through a formal change request process. Additional fees may apply for scope modifications.

5. Client Responsibilities

5.1 Cooperation and Access

Client agrees to:

• Provide timely access to necessary systems, data, and personnel
• Designate knowledgeable project contacts and decision-makers
• Provide accurate and complete information required for service delivery
• Respond to requests for feedback and approvals within agreed timeframes

5.2 Data and Security

Client is responsible for:

• Maintaining backups of critical data before any system modifications
• Ensuring compliance with applicable laws and regulations
• Implementing recommended security measures and best practices
• Promptly notifying us of any security incidents or concerns

6. Payment Terms

6.1 Fees and Billing

Unless otherwise specified in the Service Agreement:

• Invoices are payable within 30 days of invoice date
• Late payments may incur interest charges of 1.5% per month
• All fees are quoted in Canadian dollars (CAD)
• Taxes (GST/HST) will be added as applicable

6.2 Expenses

Reasonable expenses incurred in the performance of services (travel, third-party software licenses, etc.) will be billed at cost with prior approval.

6.3 Suspension of Services

We reserve the right to suspend services for non-payment after 30 days written notice. Suspended services may be resumed upon payment of all outstanding amounts.

7. Intellectual Property

7.1 Pre-existing IP

Each party retains ownership of their pre-existing intellectual property. Client retains ownership of their data and business processes.

7.2 Work Product

Unless otherwise specified in the Service Agreement:

• Custom-developed solutions become the property of the Client upon full payment
• We retain rights to general methodologies, techniques, and know-how
• Third-party software and licenses remain subject to their respective terms

7.3 License to Use

Client grants us a limited license to use their data and systems solely for the purpose of providing the contracted services.

8. Confidentiality

8.1 Mutual Obligations

Both parties agree to maintain the confidentiality of information marked as confidential or that would reasonably be considered confidential, including:

• Business strategies and financial information
• Technical specifications and system architectures
• Customer data and proprietary processes
• Personnel information and internal communications

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was independently developed without use of confidential information
• Is required to be disclosed by law or court order

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner in accordance with industry standards. Any breach of this warranty must be reported within 30 days of delivery.

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.3 Third-Party Services

We disclaim any warranties regarding third-party software, services, or platforms that may be recommended or integrated as part of our services.

10. Limitation of Liability

10.1 Direct Damages

Our total liability for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by Client in the 12 months preceding the claim.

10.2 Consequential Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality obligations
• Intellectual property infringement claims
• Death or personal injury caused by negligence

11. Indemnification

11.1 Mutual Indemnification

Each party agrees to indemnify and hold harmless the other party from claims arising out of:

• Breach of these Terms or applicable Service Agreements
• Negligent or wrongful acts or omissions
• Violation of applicable laws or regulations

11.2 Third-Party Claims

We will defend Client against claims that our services infringe third-party intellectual property rights, provided Client promptly notifies us and cooperates in the defense.

12. Term and Termination

12.1 Term

These Terms remain in effect until terminated. Individual Service Agreements may have specific terms and duration.

12.2 Termination for Convenience

Either party may terminate a Service Agreement with 30 days written notice. Client will pay for all services performed through the termination date.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations

12.4 Effect of Termination

Upon termination:

• All payment obligations for services performed remain due
• Confidentiality obligations survive for 3 years
• We will return or destroy Client data as requested
• Client license to use our deliverables terminates (except for paid work product)

13. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or pandemics. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein. Any disputes will be resolved exclusively in the courts of British Columbia, Canada. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

15. Dispute Resolution

15.1 Negotiation

The parties agree to attempt to resolve disputes through good faith negotiation for 30 days before pursuing other remedies.

15.2 Mediation

If negotiation fails, disputes shall be submitted to mediation under the rules of the British Columbia International Commercial Arbitration Centre (BCICAC).

15.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved through binding arbitration under BCICAC rules, with one arbitrator unless the amount in dispute exceeds CAD $500,000.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

16.2 Amendments

These Terms may only be amended in writing signed by both parties. We may update these Terms for new clients by posting revised terms on our website.

16.3 Assignment

Neither party may assign these Terms without the other's written consent, except that we may assign to an affiliate or in connection with a merger or acquisition.

16.4 Severability

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

16.5 Waiver

No waiver of any provision shall be deemed a waiver of any other provision or continuing waiver.

16.6 Notices

All legal notices must be in writing and sent to:

17. Contact Information

For questions about these Terms of Service, please contact: