Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TSIWS website, services, software, technology, platforms, and related services ("Services").

By accessing, purchasing, subscribing to, or using any TSIWS Service, you acknowledge that you have read, understood, and agreed to these Terms. If you do not agree with these Terms, you must not use or purchase TSIWS Services.

TSIWS reserves the right to update these Terms from time to time. Updated Terms become effective when published on the TSIWS website unless otherwise stated.

1. About TSIWS

TSIWS is a sole-proprietor technology and digital services business providing services to clients in Jamaica and internationally.

Our Services may include, but are not limited to:

• Smart Website Development
• Website Design and Development
• E-commerce Development
• AI Integration and Automation
• AI Consultation
• Information and Data Systems
• Website Hosting
• Website Maintenance and Support
• API Development and Integration
• Workflow Automation
• Mobile Application Development
• AI Avatar Development
• Search Engine Optimization
• Graphic and Digital Design
• Other technology and digital services agreed between TSIWS and a client

TSIWS may introduce, modify, replace, suspend, or discontinue Services as necessary.

2. Agreement to These Terms

By using TSIWS Services, you agree to:

• Comply with these Terms;
• Comply with applicable laws and regulations;
• Provide accurate information where required;
• Pay all applicable fees;
• Respect TSIWS intellectual property;
• Use TSIWS Services only for lawful and legitimate purposes; and
• Comply with any additional terms contained in an applicable proposal, quotation, invoice, subscription, project agreement, or other written agreement.

Where an individual project agreement contains terms specific to that project, those terms will apply to the extent they are expressly agreed upon.

These Terms serve as the master terms governing TSIWS Services unless a written agreement expressly states otherwise.

3. Use of the TSIWS Website

Permission is granted to temporarily access materials available on the TSIWS website for lawful, personal, informational, and business-related purposes consistent with these Terms.

Unless expressly permitted by TSIWS in writing, you may not:

• Modify or reproduce TSIWS website materials;
• Copy proprietary materials for redistribution;
• Attempt to reverse engineer TSIWS software or technology;
• Remove copyright, trademark, or proprietary notices;
• Republish TSIWS proprietary materials;
• Use TSIWS proprietary technology to create competing services;
• Attempt to gain unauthorized access to TSIWS systems;
• Interfere with the operation or security of TSIWS systems; or
• Use TSIWS materials or technology in violation of applicable law.

4. TSIWS Services

TSIWS provides technology and digital services according to the scope agreed with each client.

The exact services, pricing, payment arrangements, deliverables, timelines, support arrangements, and other commercial terms may be established through:

• Proposals;
• Quotations;
• Invoices;
• Project agreements;
• Subscription agreements;
• Written communications;
• Or other written arrangements accepted by both parties.

Not every feature, modification, integration, request, or future improvement is automatically included within the original scope of a project.

5. Website Development and Maintenance

TSIWS may provide websites under different service models, including managed websites, subscription-based websites, and individually commissioned projects.

Unless expressly agreed otherwise in writing, websites developed and maintained by TSIWS remain subject to TSIWS's intellectual-property and licensing provisions contained in these Terms.

5.1 Managed Websites

For websites that are developed as part of a TSIWS-managed service:

• TSIWS retains ownership of the underlying source code, framework, architecture, reusable components, systems, integrations, technical implementations, and proprietary technology.
• The client receives a right to use the completed website for the client's legitimate business purposes while the applicable service remains active and in accordance with these Terms.
• The client does not automatically receive ownership of the source code.
• The client may not copy, reproduce, resell, redistribute, reverse engineer, or use TSIWS proprietary technology to create another service without written authorization from TSIWS.

5.2 Source Code Ownership

All source code developed, supplied, modified, maintained, or used by TSIWS remains the property of TSIWS unless TSIWS expressly agrees otherwise in writing.

This includes, but is not limited to:

• Website source code;
• Frameworks;
• Templates;
• Reusable components;
• Libraries;
• Scripts;
• APIs;
• Automation systems;
• Database structures;
• Backend systems;
• AI integrations;
• Custom technical implementations;
• Deployment configurations;
• Internal tools; and
• Other proprietary technical assets.

The payment of a website development fee or subscription does not, by itself, constitute a transfer of ownership of source code or TSIWS intellectual property.

5.3 TSIWS Discretion Regarding Source Code

TSIWS retains sole discretion regarding whether source code, technical files, development files, documentation, or other technical materials are provided to a client.

TSIWS may, at its discretion, provide some or all source code or technical materials to a client upon termination, migration, completion of a project, or another circumstance.

Any such provision of source code does not automatically transfer ownership or intellectual-property rights unless TSIWS expressly confirms such transfer in writing.

5.4 One-Off Projects

A client may obtain ownership of specifically identified project source code or intellectual property where TSIWS expressly agrees to such transfer in writing.

Any such transfer:

• Must be expressly stated in the applicable project agreement;
• Must identify the intellectual property being transferred;
• Is subject to payment of all applicable fees;
• Does not automatically include TSIWS pre-existing technology, frameworks, templates, reusable components, APIs, libraries, systems, or proprietary tools unless expressly stated; and
• Takes effect only according to the terms of the applicable written agreement.

6. TSIWS Proprietary Technology

TSIWS owns and retains all rights, title, and interest in its proprietary technology.

This includes, without limitation:

• Frameworks;
• Software;
• Source code;
• Algorithms;
• AI systems;
• Automation systems;
• Templates;
• Architecture;
• Development methodologies;
• APIs;
• Integration methods;
• Reusable components;
• Database structures;
• Internal tools;
• Documentation;
• Designs;
• Processes;
• Technical know-how;
• Trade secrets; and
• Other technology developed or owned by TSIWS.

Nothing in these Terms transfers ownership of TSIWS proprietary technology to a client unless expressly agreed in writing.

7. Client Content and Intellectual Property

Clients retain ownership of content and materials they lawfully provide to TSIWS, subject to any third-party rights.

Client-provided materials may include:

• Text;
• Images;
• Logos;
• Videos;
• Product information;
• Business information;
• Financial information;
• Customer information;
• Documents;
• Trademarks; and
• Other materials supplied by the client.

The client grants TSIWS the necessary permission to use, reproduce, modify, store, display, transmit, and process such materials solely as reasonably necessary to provide the contracted Services.

The client represents and warrants that they have the necessary rights, permissions, and authority to provide such materials to TSIWS.

The client is solely responsible for ensuring that supplied content:

• Is accurate;
• Is lawful;
• Does not infringe copyright;
• Does not infringe trademarks;
• Does not violate privacy rights;
• Does not constitute unlawful or deceptive claims; and
• Does not violate applicable laws or regulations.

8. Payment and Service Suspension

Payment arrangements may vary according to the applicable proposal, quotation, invoice, subscription, or project agreement.

A client is responsible for paying all agreed fees by the applicable due dates.

Where an amount remains unpaid for 30 days or more after becoming due, TSIWS may suspend some or all Services, including:

• Website development;
• Website hosting;
• Maintenance;
• Technical support;
• AI services;
• API services;
• Automation services; and
• Other contracted Services.

TSIWS may also suspend Services earlier where reasonably necessary because of:

• Security concerns;
• Abuse;
• Illegal activity;
• Fraud concerns;
• Unauthorized access;
• Material breach of these Terms;
• Threats to TSIWS infrastructure; or
• Other circumstances where continued service presents a significant risk to TSIWS, its systems, clients, or third parties.

Suspension does not eliminate outstanding payment obligations.

9. Project Scope and Additional Work

TSIWS projects are based on an agreed scope.

Requests that materially expand or change the original purpose of a project may constitute additional work.

Examples include:

• Adding major new systems;
• Adding unrelated applications;
• Developing a trading platform alongside a website;
• Creating a new mobile application from an existing website project;
• Adding major third-party integrations;
• Developing complex custom software;
• Adding substantially different functionality; or
• Converting an existing project into a substantially different product.

Where work falls outside the agreed scope, TSIWS may require approval of additional fees before proceeding.

A substantially different project may be treated as a separate project and separate agreement.

10. Project Completion

A project is considered substantially completed when the agreed initial scope or principal deliverables have been implemented.

Websites and digital systems may continue to receive:

• Improvements;
• Updates;
• Maintenance;
• Corrections;
• Enhancements;
• New features; and
• Ongoing development.

The availability of ongoing maintenance or development does not mean that the original project remains indefinitely incomplete.

Minor corrections, wording changes, content adjustments, or reasonable post-launch refinements may be addressed as part of applicable maintenance or support arrangements.

11. Hosting

Where TSIWS provides hosting, hosting is a service provided by TSIWS and does not constitute ownership of TSIWS hosting infrastructure by the client.

TSIWS may provide:

• Website hosting;
• Database hosting;
• Backups;
• Security measures;
• Infrastructure management;
• Technical maintenance; and
• Related hosting services.

TSIWS does not guarantee uninterrupted availability of hosting services.

Hosting may be suspended or discontinued in accordance with these Terms and the applicable client agreement.

12. Website Migration and Termination of Hosting

If a client relationship ends and the client wishes to move their website to another hosting provider, the client is responsible for arranging the migration.

TSIWS may provide reasonable cooperation or information necessary for migration, subject to the applicable service agreement and any outstanding obligations.

Following termination and any applicable transition period, TSIWS may discontinue hosting the website and remove it from TSIWS infrastructure, subject to applicable law and any contractual obligations.

Clients are responsible for ensuring that they obtain and maintain appropriate backups of their own content and data.

13. Domain Names

Where TSIWS registers or manages a domain name on behalf of a client, the domain is intended for the client's use and business.

TSIWS may manage the domain on the client's behalf where the client has requested or authorized such management.

Clients may request transfer of their domain to an account under their control, subject to:

• Applicable registrar rules;
• Domain-registration requirements;
• Payment obligations;
• Verification requirements; and
• Any applicable contractual restrictions.

TSIWS does not claim ownership of a client's business identity or trademark merely because TSIWS registered or manages the domain.

14. Backups and Data

TSIWS may maintain backups of client websites, databases, and related information as part of applicable hosting or maintenance services.

Backups are provided as a reasonable precaution and do not constitute a guarantee against data loss.

Clients remain responsible for maintaining appropriate copies of critical business information and content.

Following termination, TSIWS may retain certain information for legitimate business, security, legal, accounting, or compliance purposes.

15. Prohibited and High-Risk Activities

TSIWS may refuse to provide, suspend, or terminate Services where TSIWS reasonably believes that a client, business, website, application, or project is involved in unlawful, fraudulent, deceptive, harmful, or otherwise unacceptable activity.

Prohibited or high-risk activities include, without limitation:

• Fraud or scams;
• Ponzi schemes;
• Pyramid schemes where unlawful;
• Deceptive investment schemes;
• Fake or misleading financial products;
• Money laundering;
• Terrorist financing;
• Phishing;
• Malware;
• Hacking or unauthorized access;
• Illegal gambling;
• Illegal drug activity;
• Unlawful sale or distribution of weapons;
• Identity theft;
• Deceptive impersonation;
• Unlawful exploitation;
• Distribution of unlawful sexual content;
• Activities designed to deceive or defraud customers;
• Activities violating Jamaican law;
• Activities violating applicable laws in another jurisdiction; or
• Activities that create a material and reasonable risk of serious reputational harm to TSIWS.

TSIWS is not required to establish or prove criminal wrongdoing before refusing or terminating Services under this section where TSIWS has a reasonable basis for its decision.

TSIWS may also refuse service where it reasonably believes that continued involvement could expose TSIWS to legal, financial, security, regulatory, or reputational risk.

16. Termination by TSIWS

TSIWS may terminate a client relationship where there is reasonable cause, including:

• Non-payment;
• Material breach of these Terms;
• Abusive or threatening behavior;
• Disrespectful or inappropriate conduct;
• Unreasonable demands;
• Repeated or substantial scope changes;
• Prolonged failure to communicate;
• Client abandonment;
• Unauthorized use of TSIWS technology;
• Intellectual-property violations;
• Security concerns;
• Suspected fraudulent or illegal activity;
• Conduct that materially damages or threatens the reputation of TSIWS;
• Loss of trust necessary to continue the professional relationship; or
• Other reasonable business grounds.

Unless immediate termination is reasonably necessary because of the nature of the breach, risk, or circumstances, TSIWS will generally provide 14 days' notice of termination.

Where circumstances justify immediate action, TSIWS may suspend or terminate Services without providing the full 14-day transition period, to the extent permitted by applicable law.

17. Client Abandonment

If a client becomes unresponsive or inactive for 30 consecutive days in circumstances where their response is reasonably required to continue the project, TSIWS may consider the project abandoned.

TSIWS may then:

• Pause development;
• Suspend support;
• Close the project;
• Terminate the applicable agreement;
• Suspend hosting; or
• Take other reasonable steps permitted under these Terms.

Where reasonably practical, TSIWS may attempt to notify the client before taking such action.

18. Termination by the Client

A client may request termination of Services in accordance with the applicable agreement.

Termination does not automatically cancel:

• Outstanding invoices;
• Previously incurred charges;
• Approved additional work;
• Third-party costs;
• Domain-registration costs;
• Hosting charges already incurred; or
• Other amounts properly owed to TSIWS.

Refunds, if any, will be determined according to the applicable proposal, agreement, payment terms, and circumstances of termination.

19. Effect of Termination

Following termination:

• TSIWS may discontinue applicable Services;
• Hosting may be discontinued following the applicable transition period;
• Maintenance and support may cease;
• Access to TSIWS systems may be revoked;
• Unpaid services may remain suspended;
• TSIWS proprietary technology remains the property of TSIWS; and
• Any source-code transfer or intellectual-property transfer occurs only where expressly agreed in writing.

Where applicable, TSIWS may provide client content or data in a reasonable standard format, subject to payment of outstanding amounts and any applicable contractual restrictions.

20. No Guarantee of Business Results

TSIWS provides technology, development, consulting, automation, and digital services.

TSIWS does not guarantee:

• Sales;
• Revenue;
• Profit;
• Customer acquisition;
• Website traffic;
• Search-engine rankings;
• Advertising performance;
• Investment returns;
• Trading profits;
• Trading-bot performance;
• AI performance;
• Automation results;
• Business growth;
• Conversion rates; or
• Any particular commercial outcome.

Technology is a tool and its results may depend on factors outside the control of TSIWS.

21. Third-Party Services

TSIWS may integrate or rely upon third-party services, platforms, APIs, hosting providers, payment processors, AI providers, domain registrars, software libraries, and other technologies.

TSIWS does not control third-party services and is not responsible for:

• Third-party outages;
• Pricing changes;
• Policy changes;
• API changes;
• Service discontinuation;
• Account suspension;
• Security incidents occurring entirely within third-party systems; or
• Other circumstances outside TSIWS's reasonable control.

Clients may be required to maintain their own accounts with third-party providers.

22. Client Responsibilities

Clients are responsible for:

• Providing accurate information;
• Providing required materials on time;
• Maintaining access credentials securely;
• Reviewing website and system content;
• Ensuring supplied information is lawful and accurate;
• Obtaining necessary licenses and permissions;
• Paying agreed fees;
• Responding to reasonable requests from TSIWS;
• Reviewing deliverables;
• Maintaining appropriate business records and backups; and
• Using TSIWS Services lawfully.

TSIWS is not responsible for problems caused by inaccurate information, unauthorized changes, third-party interference, or client misuse.

23. Intellectual Property Restrictions

Unless expressly authorized in writing, clients may not:

• Copy TSIWS source code;
• Reverse engineer TSIWS systems;
• Reproduce TSIWS proprietary technology;
• Resell TSIWS proprietary technology;
• Share proprietary TSIWS systems with unauthorized parties;
• Use TSIWS technology to create a competing service;
• Attempt to obtain unauthorized access to TSIWS infrastructure; or
• Remove proprietary notices from TSIWS technology.

These restrictions survive termination of the client relationship to the extent permitted by law.

24. Limitation of Liability

To the maximum extent permitted by applicable law, TSIWS shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of:

• Profits;
• Revenue;
• Business opportunities;
• Data;
• Customers;
• Goodwill;
• Anticipated savings; or
• Business operations.

Where liability cannot lawfully be excluded, TSIWS's aggregate liability relating to a particular Service will, to the maximum extent permitted by law, be limited to the amount actually paid by the client to TSIWS for the affected Service giving rise to the claim.

Nothing in these Terms is intended to exclude liability that cannot legally be excluded or limited under applicable law.

25. Disclaimer of Warranties

TSIWS Services are provided on an "as available" and, where applicable, "as is" basis.

To the maximum extent permitted by law, TSIWS makes no guarantee that:

• Services will always be uninterrupted;
• Websites will always be error-free;
• Software will always operate without defects;
• Third-party integrations will always remain available;
• AI-generated results will always be accurate;
• Search rankings will remain at a particular position;
• Backups will never fail; or
• Services will produce a particular business result.

26. Security and Unauthorized Access

Clients must not attempt to gain unauthorized access to:

• TSIWS servers;
• Hosting infrastructure;
• Source code;
• Administrative systems;
• Databases;
• APIs;
• Accounts belonging to other users; or
• Other restricted systems.

Any suspected unauthorized access, attack, abuse, or security threat may result in immediate suspension of affected Services.

27. Confidentiality

Each party should take reasonable steps to protect confidential information received from the other party.

Confidential information may include:

• Business information;
• Credentials;
• Proprietary technology;
• Technical information;
• Client information;
• Commercial information; and
• Non-public project information.

Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from another source, or required to be disclosed by law.

28. Force Majeure

TSIWS shall not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

• Natural disasters;
• Hurricanes;
• Flooding;
• Power outages;
• Internet outages;
• Telecommunications failures;
• Cyberattacks;
• Government actions;
• War;
• Civil unrest;
• Strikes;
• Third-party service failures;
• Platform outages; or
• Other circumstances beyond reasonable control.

29. Revisions and Errata

TSIWS website materials may contain technical, typographical, photographic, or other errors.

TSIWS reserves the right to correct errors, update information, and modify website content or Services without creating an obligation to maintain outdated information.

30. Indemnification

To the maximum extent permitted by law, a client agrees to be responsible for claims, losses, damages, liabilities, and reasonable costs arising from the client's:

• Unlawful use of TSIWS Services;
• Violation of these Terms;
• Infringement of third-party intellectual-property rights;
• Unauthorized use of third-party content;
• Fraudulent or deceptive activities;
• Misuse of TSIWS technology; or
• Violation of applicable law.

This provision does not apply to the extent that a claim results from TSIWS's own unlawful conduct or liability that cannot legally be transferred to the client.

31. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of Jamaica.

Where appropriate, disputes involving international clients may also be subject to mandatory laws applicable in the client's jurisdiction.

32. Dispute Resolution

Before commencing court proceedings, the parties should first make reasonable efforts to resolve disputes privately and in good faith.

This may include:

• Direct communication;
• Written notice of the dispute;
• Negotiation; and/or
• Other mutually agreed methods of resolution.

If the dispute cannot be resolved privately, either party may pursue remedies available under applicable law.

33. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

34. No Waiver

Failure by TSIWS to enforce any provision of these Terms does not constitute a waiver of TSIWS's right to enforce that provision later.

35. Entire Agreement

These Terms, together with any applicable proposal, quotation, invoice, project agreement, subscription agreement, or other written agreement between TSIWS and the client, constitute the agreement governing the applicable Services.

If a specific written agreement expressly conflicts with these Terms, the specific written agreement will control only with respect to the conflicting provision.

36. Contact Information

If you have questions regarding these Terms of Service, please contact TSIWS: