Your Agreement With Us

Parties to This Agreement

In these Terms and Conditions, "we," "us," and "our" refer to Prairie Shields Technology, including its employees, contractors, and authorized representatives. "You" and "your" refer to the client, customer, or organization engaging our services.

"Services" refers to all IT consulting, managed services, cybersecurity solutions, cloud infrastructure, web development, and any other technology services provided by Prairie Shields Technology as outlined in your service agreement.

Service Agreement

A "Service Agreement" or "Statement of Work" (SOW) is a document that specifies the particular services to be provided, timelines, deliverables, and associated fees. These Terms and Conditions apply to all Service Agreements unless explicitly stated otherwise.

"Confidential Information" includes all non-public information shared between parties, including but not limited to business strategies, technical data, customer lists, financial information, and proprietary methodologies.

Effective Date

These Terms and Conditions become effective upon your acceptance, which may occur through signing a service agreement, making a payment, or continuing to use our services after being presented with these terms.

Pricing and Fees

All fees for services will be outlined in your Service Agreement or provided in a formal quote. Unless otherwise specified, prices are quoted in US Dollars and do not include applicable taxes, which will be added where required by law.

We reserve the right to adjust pricing for ongoing services with 30 days' written notice. Any price changes will not affect services already paid for or currently under a fixed-term agreement.

Payment Terms

Payment is due according to the terms specified in your invoice, typically within 30 days of the invoice date unless otherwise agreed. We accept payment via bank transfer, credit card, or other methods as specified in your agreement.

For project-based work, we may require a deposit before commencing services. The deposit amount and payment milestones will be outlined in your Service Agreement.

Late Payments

Invoices not paid within the specified period may incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services if payment is more than 30 days overdue, after providing written notice.

If collection efforts become necessary, you agree to pay all reasonable costs of collection, including attorney fees and court costs.

Client Materials

You retain all ownership rights to materials, data, content, and intellectual property that you provide to us for the purpose of delivering services. We will not use your materials for any purpose other than fulfilling our obligations under your Service Agreement.

You grant us a limited license to use your materials solely for the purpose of providing the agreed-upon services. This license terminates upon completion of the engagement or termination of the agreement.

Deliverables

Unless otherwise specified in your Service Agreement, upon full payment, you will own all custom deliverables created specifically for you, including custom code, designs, and documentation developed as part of your project.

We retain ownership of our pre-existing tools, frameworks, methodologies, and any general-purpose components that may be incorporated into deliverables. You are granted a perpetual, non-exclusive license to use these components as part of your solution.

Portfolio Rights

Unless you request otherwise in writing, we may reference our work with you in our portfolio, case studies, and marketing materials. We will not disclose confidential information without your explicit consent.

Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of our engagement. This obligation extends to employees, contractors, and agents of both parties.

Confidential information will only be used for the purposes of fulfilling obligations under the Service Agreement and will not be disclosed to third parties without prior written consent, except as required by law.

Security Measures

We implement industry-standard security measures to protect your confidential information, including encryption, access controls, and secure data handling procedures. Our security practices are regularly reviewed and updated to address emerging threats.

In the event of a security incident that may affect your data, we will notify you promptly and take appropriate remedial action. We will cooperate with you in investigating and responding to any such incident.

Duration of Obligations

Confidentiality obligations survive the termination of the Service Agreement and remain in effect for a period of three (3) years following termination, or longer if required by applicable law or regulation.

Termination for Convenience

Either party may terminate ongoing services with 30 days' written notice. For project-based work, early termination terms will be specified in your Service Agreement and may include payment for work completed to date.

Upon termination, we will provide reasonable assistance in transitioning services to another provider, subject to payment for any additional time required.

Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and Conditions or the Service Agreement and fails to cure such breach within 14 days of receiving written notice.

Material breaches include, but are not limited to, non-payment, unauthorized use of intellectual property, violation of confidentiality obligations, or conduct that damages the other party's reputation.

Effect of Termination

Upon termination, you remain responsible for payment of all fees for services rendered through the termination date. We will return or destroy your confidential information as directed, and you will return any of our proprietary materials in your possession.

Good Faith Negotiation

In the event of any dispute arising from these Terms and Conditions or any Service Agreement, both parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by providing written notice of the dispute.

Senior representatives from both parties will meet within 14 days of such notice to discuss and attempt to resolve the dispute amicably.

Mediation

If the dispute cannot be resolved through negotiation within 30 days, either party may request mediation. The mediation will be conducted by a mutually agreed-upon mediator, with costs shared equally between the parties.

Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the state in which Prairie Shields Technology is registered, without regard to conflict of law principles. Any legal action must be brought in the courts of that jurisdiction.