1. Introduction

These Terms & Conditions (“Terms”) govern your access to and use of Technovate N.V.’s websites and services, including but not limited to web hosting, web design, IT consultancy, digital backup and recovery, Augmentify (augmented/virtual reality solutions), RxAgent (AI agent services), custom software development, and any other services we offer (collectively, the “Services”). By using our Services or signing a service agreement with us, you (“Client”, “you” or “user”) agree to be bound by these Terms, as well as any additional guidelines, policies, or rules that are referenced herein or provided to you in the course of using the Services (such as our Acceptable Use Policy and Privacy Policy). If you do not agree with these Terms, you must not use our Services.

These Terms form a legally binding agreement between you and Technovate N.V. (“Technovate”, “we”, “our” or “us”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” refers to that entity. We reserve the right to update or modify these Terms from time to time. We will notify you of material changes (for example, by email or through our website), and the latest version will always be available on our website. By continuing to use the Services after an update, you accept the revised Terms.

2. Definitions

“Client” – The individual or organization purchasing or using our Services. This includes customers of our web hosting, design, consulting, backup, AR/VR solutions, AI agents, and other offerings.

“Services” – All products and services provided by Technovate, including software, websites, hosting, digital content, and any hardware provided as part of a solution. It also covers any support or maintenance services related to the above.

“Software” – Any applications, websites, source code, compiled code, scripts, or related documentation provided by Technovate as part of a Service. For example, software developed in a custom project, the code running an AI agent or AR application, or any downloadable tools we supply.

“Augmentify” – Our branded augmented reality and virtual reality solutions and services. These may include AR/VR applications, content, and possibly hardware (like AR glasses or VR headsets) bundled with software.

“RxAgent” – Our branded AI agent service, which provides AI-driven virtual assistants or automated agents that can perform tasks such as customer support, appointment booking, lead processing, and other business functions. RxAgent may involve AI chatbots, algorithms, and integration with your systems to automate workflows.

“Account” – A unique account created by a user (or by Technovate on behalf of a user) to access and manage the Services. The Account holder is responsible for all activities under their Account. “Website” – Technovate’s official website (https://technovatenv.com and related subdomains) and any web portals we provide for access to the Services.

Other capitalized terms used in these Terms are defined contextually or in the section where they appear (for example, specific definitions in the Privacy Policy or Acceptable Use Policy are incorporated by reference into these Terms).

3. Scope of Services

Technovate provides a range of technology services primarily targeted at businesses and professionals. The specific scope, features, deliverables, and duration of the Services you receive will typically be set out in a Service Order, Statement of Work (SOW), or a project proposal that you agree to separately (especially for custom development projects or consulting engagements). In general:

• Web Hosting & Domains: We offer hosting services for websites, including shared hosting, virtual private servers, and domain registration. Our hosting service provides the agreed storage, bandwidth, and uptime as per your chosen plan. You are responsible for the content you host (see Acceptable Use Policy) and keeping your account secure.
• Web Design & Development: We create websites and web applications according to the requirements agreed with you. The scope will be described in a project SOW or proposal, including design specifications, number of pages, functionality, and timelines.
• IT Consultancy: We may provide expert advice, audits, training, or project management in various IT domains. Deliverables could include reports, recommendations, configurations, or training sessions as agreed.
• Digital Backup & Recovery: We provide digital data backup solutions (on-site, cloud, or hybrid) and recovery services. While we commit to best practices in safeguarding data, no backup system can be guaranteed failure-proof; you acknowledge that using our backup service does not substitute maintaining your own backups as an extra precaution.
• Augmentify (AR/VR Solutions): We develop augmented reality and virtual reality applications or experiences, which may include software and occasionally hardware devices. Specific terms for hardware (if any provided) are described in the Return Policy and relevant SOW. AR/VR solutions may require you to follow certain usage guidelines (e.g., safety precautions for VR use as detailed in our Disclaimer section).
• RxAgent (AI Agents): We deploy AI-driven agents or chatbots that can perform tasks like answering queries, processing forms, or other automated interactions. We will integrate RxAgent with your systems as needed. You understand that AI is probabilistic and may not be 100% accurate; proper supervision and configuration are necessary (see Disclaimer for limitations of AI agents).
• Custom Software Development: We undertake custom software or app development projects. The scope, specifications, milestone deliverables, and timelines are defined in a separate SOW or contract. These Terms apply to such projects in general, but any specific terms in a signed development contract will take precedence if there is a conflict.

All Services are provided in accordance with these Terms. We will use reasonable skill and care in delivering the Services. You agree to use the Services only for lawful purposes and in accordance with our policies.

4. Account Registration and Security

To use certain Services (like hosting or accessing RxAgent), you may need to register an account. When registering, you agree to provide accurate, current, and complete information about yourself or your organization as prompted, and to keep this information up-to-date. You must maintain the security of your account credentials: keep your password confidential and do not share access. You are responsible for any activity that occurs under your account (whether by you or others). If you believe your account has been compromised or used without authorization, you must notify us immediately at [email protected] so we can take action to secure your account.

We reserve the right to suspend or terminate accounts that are suspected of unauthorized use or if instructed by law enforcement. Technovate will not be liable for any loss or damage arising from your failure to comply with the above requirements.

5. Client Responsibilities

In addition to any specific responsibilities outlined in a separate contract or SOW, you agree to the following general responsibilities when using Technovate’s Services:

• Provide Necessary Materials: You will provide in a timely manner any content, data, images, logos, credentials, or other materials that we require to perform the Services (for example, website content for design, or data sets for an AI agent to be effective). You affirm that you have the right or permission to use all materials you provide to us.
• Cooperation: You will cooperate with our team as needed, including providing feedback, testing deliverables (for development projects), and making personnel available for meetings or decisions. Delays on the client side (e.g., slow feedback or unavailable contacts) may impact delivery timelines.
• Compliance with Law: You will use the Services in compliance with all applicable local, national, and international laws and regulations. This includes data protection laws (if you upload personal data of others, you must have the right to do so), intellectual property laws (you must not host or transmit content that infringes others’ rights), and any export control laws if applicable to software or data transmitted.
• Acceptable Use: You must always abide by our Acceptable Use Policy (AUP). Prohibited uses under the AUP include using our Services to engage in illegal activities, sending spam, distributing malware, harassing others, hosting unlawful content, etc. We reserve the right to investigate suspected violations and take appropriate action (which may include content removal, service suspension, or termination as described in that policy).
• Backup Your Content: While we maintain backups for our own disaster recovery, it is your responsibility to backup any content or data you store on our services, especially for critical information. We cannot guarantee that no data loss will occur, and we encourage you to maintain copies of your data.
• Hardware Care: If we provide you with any hardware (e.g., VR equipment as part of Augmentify, or storage devices for backup solutions), you are responsible for using it properly and keeping it safe from damage or misuse. Ownership of hardware may be retained by us or transferred to you depending on what is agreed; if retained by us (e.g., loaned equipment), you must return it upon the end of the service term in similar condition (normal wear and tear excepted).

6. Fees, Payments and Taxes

By ordering any Service, you agree to pay the fees specified for that service, according to the billing terms in effect at the time the fee becomes payable. Fees may include one-time charges (e.g., a setup or development fee) and recurring charges (e.g., monthly hosting fees or annual subscription fees). All payments are to be made in the currency and method agreed (typically Surinamese Dollar (SRD) or USD, via bank transfer, credit card, or other accepted methods).

Key payment terms include:

• Upfront and Recurring Fees. Certain services (like annual software licenses or subscriptions) must be paid upfront in full for the billing period[6]. Recurring services (like monthly hosting) are billed in advance of each service period unless otherwise specified. You must pay subscription fees on time to maintain access to the service.
• Project Payment Schedule. For larger projects (e.g., custom development or major implementations), payment may be broken into a schedule. Our standard schedule for implementation or setup fees is 20% due upon contract signing, 40% due at the halfway milestone of the project, and the remaining 40% due upon final delivery and acceptance[7]. If a different schedule is defined in your SOW, that agreed schedule will apply.
• Invoices and Due Dates. We will issue invoices either upon milestones (for project work) or on a periodic basis (for ongoing services, typically monthly or annually). Each invoice will list the due date. Payment is due within the number of days stated on the invoice (net payment terms). If no specific term is stated, payment is due within 15 days of invoice date.
• Late Payments: If any invoiced amount is not received by the due date, we reserve the right to charge interest on the overdue balance at 1.5% per month (or the maximum rate permitted by law, if lower) from the date it was due until paid[8][9]. Additionally, we may suspend the Services (including disabling software access or hosting) until the account is brought current[8][9]. If a subscription or recurring service remains unpaid for more than 40 days, we may terminate the service and your account, and a reactivation fee may be required to resume service[10][11]. We shall provide notice (e.g., via email) before suspension or termination due to non-payment, giving you a final opportunity to cure the delinquency.
• Non-Refundable Charges. Certain fees are non-refundable. All license fees, domain registration fees, and subscription fees are non-cancellable and non-refundable once paid[12]. If we agree to a retainer or deposit to reserve time for a project, that retainer is non-refundable[13] – it secures our resources and will be applied to the project; if you cancel before work begins, the retainer is forfeited as liquidated damages for the lost opportunity. (See also our Return Policy below for more details on refunds and cancellations.)
• Taxes. Our fees do not include any taxes, levies, or duties (such as value-added tax, sales tax, or withholding tax) that may apply. You are responsible for any such taxes under applicable law. If we are required to collect taxes, we will add those to your bills (for example, adding VAT for EU clients if applicable), unless you provide a valid tax-exempt certificate or other documentation.

If you have any questions or disputes regarding billing, please contact us promptly at [email protected]. We will work with you in good faith to resolve any billing issues.

7. Delivery of Services

Technovate will make commercially reasonable efforts to deliver Services and any associated deliverables (such as website designs, software, or hardware shipments) on the timelines agreed. However, all delivery dates are estimates unless expressly guaranteed in writing. The following terms apply to delivery and acceptance:

• Milestones and Acceptance (Custom Projects). If your project has defined milestones, we will submit deliverables for your review at each milestone. You are responsible for reviewing deliverables in a timely manner. Unless otherwise specified, you have up to 10 days to test and review each deliverable against the agreed specifications[14][15]. If you find that a deliverable does not conform to the requirements, you must notify us in writing within that review period, providing details of the issues. We will then correct any non-conformities and re-submit for acceptance. If you do not provide feedback within the acceptance period, or if you deploy the deliverable in production or otherwise use it commercially, the deliverable is deemed accepted.
• Shipping of Hardware. In cases where we ship physical hardware to you as part of a service (for example, AR/VR equipment or backup devices), risk of loss passes to you upon delivery. Title to the hardware will be as agreed (it may be a sale or a loan). You should inspect any hardware promptly upon receipt and notify us of any damage or defects within 7 days. For eligible returns of hardware, refer to our Return Policy.
• Service Commencement. Hosting and software subscription services will commence once we have received payment and provisioned your account. We will send you confirmation (e.g., a welcome email with login details or software license keys) when the service is activated. Delays in payment may delay service start.
• Support. We will provide support for our Services as outlined in any support plan or SLA (Service Level Agreement) you have with us, or otherwise on a reasonable-effort basis via our support channels. Support may be available via email, phone, or an online portal depending on the service. Unless you have a separate support contract, support inquiries are handled during business hours (Suriname time zone) and we aim to respond within one business day. Critical issues (like a server outage) will be addressed as a high priority.

8. Ownership and Intellectual Property Rights

Unless otherwise agreed in writing (such as in a custom development contract), the following terms apply to intellectual property and content:

• Client Content. You retain all rights to the content or data that you or your end users upload or create while using our Services (e.g., files you host on our servers, text and images on your website, data you input into an application). We will only use your content as needed to provide the Services, in accordance with this agreement and our Privacy Policy. You grant us a limited, non-exclusive license to use, copy, transmit, store, and backup your content for the purpose of providing and improving the Services.
• Work Product (Custom Deliverables). In custom development or design projects where you have fully paid all fees, the specific work product created for you (such as a website design, software code, or graphics) will belong to you[16][17]. Technovate will transfer to you the ownership of such deliverables upon final payment, including any intellectual property rights inherent in them. We may ask you to sign a confirmation of transfer. Note that this does not include Technovate’s pre- existing tools or libraries (see next point).
• Pre-existing Materials and Third-Party Components. Technovate retains all rights in its pre-existing materials, frameworks, libraries, and any standard components or templates used in delivering the Services[17][18]. For example, if our AR software uses a core engine or our AI agent uses a proprietary algorithm we developed earlier, we continue to own those underlying elements. We grant you a perpetual, non-exclusive, non-transferable license to use our pre-existing components as integrated into the deliverables provided to you[17]. Similarly, if open-source or third-party components are included, they are subject to their own licenses (which we will identify and provide to you), and you agree to comply with those licenses[18].
• Technovate Materials and Trademarks. All Technovate branding, logos, product names (e.g., Augmentify, RxAgent, RXCHAT), website content, templates, and marketing materials are the exclusive property of Technovate or our licensors. We do not grant any license for you to use our trademarks or other intellectual property unless explicitly authorized. You may not remove or alter any proprietary notices (e.g., copyright or trademark symbols) on materials we provide.
• Feedback. If you provide suggestions, feedback, or ideas to us regarding our Services, we may use and incorporate them without any obligation to you. You agree that any contributions of feedback do not grant you any intellectual property or ownership interest in the Services, and we can use them royalty-free for any purpose.

9. Software License Terms

For any Software provided by Technovate (including software-as-a-service and licensed applications):

• License Grant: If we provide you software to install or access, Technovate grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Software only for your internal business purposes and only as allowed by the applicable Service. For example, if you license our RxAgent software, you may use it to deploy AI agents for your own company’s use or your direct customers’ use, but you may not redistribute or resell the software to third parties without permission.
• License Restrictions: You shall not, and shall not permit any third party to, reverse engineer, decompile, or disassemble the Software except to the extent expressly permitted by law. You may not remove any product identification, copyright, or other notices. You may not lease, lend, rent, sell, or host the Software as a service to others without a separate reseller or distribution agreement. If you require the Software’s source code and it’s not provided, you cannot attempt to obtain it through improper means.
• Subscription Software: Some of our Software is provided on a subscription basis (for example, an annual license or cloud service). Your rights to use that Software are conditional on timely payment of subscription fees and compliance with these Terms[19]. If a subscription expires or is terminated for breach, your right to access or use the Software ceases. We may remotely disable or suspend access if a subscription lapses.
• Open Source Components: We may include open-source software in our solutions. Where we do so, we will provide attribution and any required notices, and nothing in our Terms is intended to restrict your rights under those open-source licenses. For instance, if a component is provided under an Apache, MIT, GPL or other open-source license, you will have those license rights for that component.

10. Acceptable Use and Conduct

You agree to use the Services in accordance with our Acceptable Use Policy (see Section 6 below for the full policy). In summary, you may not use our Services to engage in illegal or abusive activities, including but not limited to: distributing malware, launching attacks (e.g., DDoS), harassing or defaming others, hosting adult or violent extremist content that violates law, infringing intellectual property, sending unsolicited mass emails (spam), or attempting to undermine the security or integrity of our systems. If we determine, in our sole discretion, that you have violated the Acceptable Use Policy or any part of these Terms, we may suspend or terminate your account and Services with or without notice, and forfeit any fees already paid. Serious violations may also result in referral to law enforcement authorities where appropriate.

11. Confidentiality

During the course of our relationship, either party (“Disclosing Party”) might share confidential or proprietary information with the other party (“Receiving Party”). Confidential Information means any non-public information that is designated as confidential or that should reasonably be understood to be confidential given its nature. For Technovate, Confidential Information includes, for example, software source code, system designs, pricing not publicly disclosed, product roadmaps, and client lists. For you, it might include business plans, customer data, or technical information you share with us to enable us to deliver Services.

The Receiving Party agrees to use the Confidential Information only for purposes of fulfilling the contract between us, and not to disclose it to anyone except its personnel or subcontractors who need to know it for the same purposes and are bound by confidentiality obligations. The Receiving Party must use reasonable care to protect Confidential Information from unauthorized access or disclosure[20][21] – at least the same degree of care it uses to protect its own similar confidential data, and no less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach of this agreement, (b) was already in the Receiving Party’s possession without confidentiality obligations, (c) is independently developed by the Receiving Party without use of the Disclosing Party’s information, or (d) is obtained from a third party who has the right to disclose it. If the Receiving Party is required by law or court order to disclose Confidential Information, it may do so provided it gives prompt notice (if legally permitted) to the Disclosing Party to allow an opportunity to seek a protective order.

Confidentiality obligations survive termination of our relationship[22]. Each party remains the owner of its own Confidential Information, and no license or rights are granted by disclosure of Confidential Information except as expressly stated in these Terms or other written agreement.

12. Warranties

Technovate’s Warranty

We warrant that we will provide the Services with reasonable skill and care, and that any custom software or solutions we develop for you will materially conform to the specifications agreed in writing (e.g., in the SOW) at the time of delivery. We further warrant that for a period of 30 days after final delivery of a software development project (or after launch, if applicable), the software will substantially operate as promised, and we will fix any material defects discovered during that period at no cost to you[23], provided that the software has not been modified by anyone other than Technovate and is used in accordance with its documentation and intended purpose.

Disclaimer of Other Warranties

To the maximum extent permitted by law, we disclaim all other warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement[23]. We do not guarantee that the Services will be uninterrupted or error-free, or that all defects will be corrected (beyond the scope of the warranty period). We do not warrant the results or outcomes that may be obtained from the use of our Services. For example, we do not warrant that using our AI agents will increase your sales, or that our backup service will meet your needs if you exceed agreed storage without notifying us. Your Warranties

You represent and warrant that (a) you have the legal right and authority to enter into these Terms and to use the Services, (b) you will use the Services in compliance with all applicable laws and regulations, and (c) any content or data you provide to Technovate for processing or hosting does not infringe any third-party rights and is not unlawful. You also warrant that you will not attempt to compromise the security or integrity of our systems, and that if you integrate our Services with any third-party systems, you have the necessary rights to do so.

13. Limitation of Liability

To the extent not prohibited by law, each party’s total liability for any claims arising out of or related to this agreement or the Services, whether in contract, tort or otherwise, will not exceed the total amount of fees paid by you to Technovate in the 12 months preceding the event giving rise to the liability[24][25] (or, for a one-time project, the total fees paid for that project). If no fees were paid (for example, you are using a free service), Technovate’s liability is limited to \$100 (or the equivalent in local currency).

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages of any kind, or any loss of profits, loss of revenue, loss of data, loss of business opportunities, or business interruption, arising out of or in connection with the Services or these Terms, even if advised of the possibility of such damages[24][25].

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above disclaimers or limitations may not apply to you. In such cases, liability is limited to the fullest extent allowed by applicable law. Notwithstanding the foregoing, nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud by either party, or for death or personal injury caused by negligence, or any other liability which cannot be limited or excluded under law.

14. Indemnification

By Technovate: We agree to defend, indemnify, and hold you (the Client) harmless from any third- party claims, demands, lawsuits, or actions arising from: (a) Technovate’s infringement of intellectual property rights – if the software or Services we provided to you infringe a third party’s patent, copyright, or trademark (provided you used them as authorized and notified us promptly of such claim); (b) Technovate’s negligence or willful misconduct that causes harm to a third party; or (c) Technovate’s breach of confidentiality obligations resulting in a third-party claim[26]. This indemnity covers any damages awarded or settlements approved to the third party, plus reasonable legal fees incurred by you, provided that you (i) promptly notify us of the claim, (ii) allow us to control the defense and settlement (with your reasonable input), and (iii) cooperate with us in the defense. We may, at our discretion, seek to resolve an IP infringement claim by obtaining a license for you, modifying the service to be non-infringing, or, if those options are not feasible, terminating the affected service and refunding you any prepaid fees for the unused portion.

By Client: You agree to defend, indemnify, and hold Technovate (and its directors, employees, and agents) harmless from any third-party claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Content or materials you provided to us or hosted through our Services that infringe or violate any rights of a third party (for example, if you host pirated software on our servers, or you provide us with images for your website that infringe someone’s copyright); (b) Your use of the Services in violation of law or these Terms, including any actions by your end users (for instance, if your employee uses our services to launch a cyberattack on someone, or you use the AI agent to spam users); (c) Your breach of any warranty or obligation under these Terms; or (d) Your misuse of the software (e.g., modifying our software in a way that causes harm). We will promptly notify you of any such claim and cooperate in the defense. You shall have the right to control the defense and settlement, provided any settlement releases Technovate from all liability and does not impose any obligation or admission on Technovate. We reserve the right to participate in the defense with counsel of our choice at our expense.

This indemnification section survives termination of the Services.

15. Term and Termination

Term

These Terms are effective as of the Effective Date stated above and will remain in effect until terminated by either party in accordance with this section. If you have a specific contract or subscription term with us, that term will be as stated in your order (e.g., a 12-month subscription). After any initial term, many services will automatically renew on a monthly or annual basis unless you give notice of cancellation per the service agreement.

Termination by Client

You may terminate a Service or your account with Technovate at any time by providing written notice to us (email to [email protected] is acceptable for notice). However, if you terminate before the end of a prepaid term or an ongoing project, no refunds will be given for unused time except at our discretion or as required by law (see the Return Policy for details on possible exceptions). If you are on a recurring subscription, termination will take effect at the next billing cycle provided you give notice at least 5 business days before the renewal date; otherwise you may be charged for the next cycle. For custom projects, if you terminate early for convenience, you agree to pay for all work completed up to the termination date and any reasonable cancellation fee that has been agreed (for example, 10–25% of the remaining work value as stated in an SOW as a termination fee)[27][28]. This termination fee covers resources allocated and opportunity cost.

Termination by Technovate

We may terminate or suspend your account or any Service, in whole or in part, for the following reasons: - For Cause: If you materially breach these Terms or any other agreement with us and fail to cure the breach within 7 days of notice from us (if the breach is curable)[29]. Material breaches include but are not limited to non-payment, violation of the Acceptable Use Policy, or unauthorized reselling of our services. Some breaches (like certain AUP violations) may be deemed incurable, in which case termination can be immediate. - For Extended Inactivity: If you have a free account or trial that has been inactive for an extended period (e.g., 6 months of non-use), we reserve the right to terminate and delete such account after attempting to notify you via your registered email. - For Convenience (Service Discontinuation): We may terminate a particular Service or this agreement for convenience with at least 30 days’ notice to you. If we terminate for convenience and you have prepaid fees (for example, you paid annually in advance), we will provide a pro-rated refund of the unused portion of your fees. If we terminate a custom development contract for convenience (outside of any breach by you), we will complete any in- progress milestone or deliverable or refund any prepaid amounts for incomplete work, as appropriate[30][31].

Effect of Termination

Upon termination of a Service or your account, your right to use that Service ceases. We will cease the provision of the Service and may delete or disable access to your content after any retention period specified by law or our data retention policy. It is your responsibility to retrieve any content or data you have stored with us prior to termination. In certain cases, at your request, we may aid migration of your data out (subject to additional fees if it’s a complex migration). If we terminate due to your breach, we may accelerate any payments due, and you remain liable for any fees accrued prior to termination. Provisions of these Terms that by their nature should survive termination (such as accrued rights to payment, confidentiality obligations, indemnifications, disclaimers, and limitations of liability) shall survive.

Suspension

In lieu of termination, Technovate may suspend your access to the Services (for example, put your account on hold) in cases of late payment, suspected fraud or security threat, or violation of AUP, while the issue is being investigated. We will notify you of any such suspension. Suspension is intended to be temporary; we will either restore your access once the issue is resolved or, if not resolved, proceed to termination.

16. Dispute Resolution

We value our relationship with our clients and will try to resolve any concerns through good-faith negotiation. If you have an issue with our Services or these Terms, please contact us at [email protected] to discuss a resolution.

If we cannot resolve a dispute informally, the following terms apply:

• Mediation: Either party may request that we try to settle the dispute by mediation. Mediation is a process in which a neutral third-party mediator helps the parties reach a voluntary settlement. The mediation would take place in Paramaribo, Suriname, unless we agree on another location or virtual mediation. Each party will share the mediation costs equally.
• Arbitration: If a dispute remains unresolved after mediation (or if mediation is not pursued by mutual agreement), either party may refer the dispute to arbitration in Suriname or an agreed jurisdiction. The arbitration shall be conducted by a single arbitrator under the rules of a recognized arbitration institution (such as the Suriname Arbitration Institute, if one exists, or ad hoc under UNCITRAL rules). The arbitration will be conducted in English (unless otherwise agreed) and the decision of the arbitrator will be binding and enforceable in any court of competent jurisdiction.
• Litigation: If arbitration is not pursued, or for certain types of urgent relief (like injunctive relief to protect intellectual property or confidential information), either party may resort to the courts. The courts of Paramaribo, Suriname shall have jurisdiction for any litigation arising out of or related to these Terms, unless otherwise required by applicable consumer protection laws (for instance, if you as a consumer have certain rights to sue in your home country).

Governing Law: This agreement and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Republic of Suriname, without regard to its conflict of law principles[32]. If Surinamese law is silent on a particular issue, and if you are a resident of another jurisdiction (such as an EU country), nothing in this clause will deprive you of any protection afforded by the mandatory laws of that country.

Consumer Disputes: If you are a consumer (not a business) and Surinamese consumer protection law provides alternative dispute resolution avenues (for example, via the Suriname Consumers Union or an ombudsman)[33], we will inform you of those options and participate as required.

17. Miscellaneous

• Force Majeure: Neither party will be liable for any failure or delay in performance (other than payment obligations) due to circumstances beyond its reasonable control, such as acts of God, war, terrorism, civil unrest, pandemics, strikes or labor disputes, utility failures, embargoes, or natural disasters[34]. The affected party shall give notice of the event and make reasonable efforts to resume performance as soon as possible. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may terminate the affected Services without penalty.
• Notices: Official notices under these Terms shall be given in writing and delivered to the other party’s designated contact address or email. Technovate’s address for notice is [Technovate’s mailing address, Paramaribo, Suriname] and email is [email protected] (you may also use the email of your account manager if one is assigned). Your address for notice is the contact information associated with your account (or as stated in a contract). Notices will be deemed received: if by email, when the email is sent (provided no bounce or error is received); if by courier, when delivery is confirmed; if by postal mail, 5 business days after posting.
• Entire Agreement: These Terms, along with any applicable SOW, Order, or policy referenced, constitute the entire agreement between you and Technovate regarding the Services and supersede all prior agreements, understandings, or representations (whether written or oral) relating to the same subject matter[35]. Any changes or amendments to these Terms (other than updates by Technovate as allowed herein) must be in writing and signed by both parties.
• Severability: If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (or, if it cannot be made enforceable, it shall be severed)[36], and the remainder of the Terms shall remain in full force and effect.
• No Waiver: The failure of either party to enforce any provision or exercise any right under these Terms shall not be deemed a waiver of future enforcement of that or any other provision. A waiver is only effective if in writing and signed by the waiving party, and such waiver will not constitute a continuing waiver in other instances.
• Assignment: You may not assign or transfer your rights or obligations under these Terms to a third party without our prior written consent, except that if you are a business and undergo a merger or sale of substantially all assets, you may transfer your account to the successor with notice to us. Technovate may assign or transfer this agreement in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate entity, and will notify you of any such assignment. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
• No Third-Party Beneficiaries: These Terms do not confer any rights or remedies to any person or entity other than you and Technovate and our respective successors and permitted assigns. For clarity, customers of the Client (if you are reusing our service in your product) are not considered third-party beneficiaries of these Terms.
• Relationship of Parties: The relationship between you and Technovate is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party has the authority to make or accept any offers or representations on behalf of the other.
• Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect.

If you have any questions about these Terms & Conditions, please contact us at [email protected]. By using our Services, you acknowledge that you have read, understood, and agree to these Terms.