Terms and Conditions

01Company Information

MTI Tech is operated by:

Email: services@mtitech.co

Website: https://mtitech.co

References to “Client,” “you,” or “your” mean the person, company, organization, or other legal entity accessing our website or purchasing, receiving, or using our services.

02Acceptance of These Terms

By accessing our website or engaging MTI Tech, you confirm that:

• You have read and understood these Terms and Conditions.
• You agree to comply with these Terms.
• You are legally capable of entering into a binding agreement.
• Where you act on behalf of a company or organization, you have authority to bind that entity.
• The information you provide to MTI Tech is accurate and complete.

Do not use our website or services if you do not agree with these Terms.

03Relationship With Other Agreements

These Terms apply generally to the MTI Tech website and services.

Specific services may also be governed by one or more of the following:

• A proposal
• Quotation
• Master Services Agreement
• Statement of Work
• Service Order
• Project brief
• Subscription agreement
• Data Processing Agreement
• Confidentiality agreement
• Support or maintenance agreement
• Written change order
• Other agreement signed or approved by the parties

Each of these may be referred to as a “Service Agreement.”

Where a signed Service Agreement conflicts with these Terms, the signed Service Agreement will control regarding that specific service or project.

Unless otherwise stated in writing, the following order of priority applies:

1. Signed Master Services Agreement
2. Signed Statement of Work or Service Order
3. Data Processing Agreement
4. Approved written change order
5. Proposal or quotation
6. These Terms and Conditions
7. Information published elsewhere on the MTI Tech website

Website descriptions, portfolio materials, advertisements, presentations, and general marketing content do not replace the specific terms contained in an approved proposal or Service Agreement.

04Eligibility and Business Authority

Our services are primarily intended for businesses, professionals, organizations, entrepreneurs, and authorized representatives.

You represent that you are at least 18 years old or have otherwise reached the legal age required to enter contracts in your jurisdiction.

When purchasing services on behalf of another entity, you represent that you have the authority to approve the project, provide instructions, grant system access, submit materials, and authorize payments for that entity.

05Website Use

The MTI Tech website is provided for general informational, promotional, educational, and communication purposes.

You may use the website only for lawful purposes. You may not:

• Attempt to gain unauthorized access to our website, servers, accounts, or systems
• Introduce malware, malicious code, automated attacks, or harmful technology
• Scrape, copy, harvest, or extract website data without authorization
• Interfere with website security, availability, or performance
• Impersonate MTI Tech, its employees, clients, or business partners
• Use website content to mislead, defraud, or harm another person
• Copy or republish protected content without written permission
• Use automated systems to overload, probe, scan, or test our infrastructure
• Use the website in violation of applicable laws or third-party rights

We may restrict or block access to the website where we reasonably believe these Terms have been violated.

06Our Services

MTI Tech may provide the following services:

6.1Web Development

Web development services may include:

• Business websites
• Ecommerce websites
• Landing pages
• Website redesign
• Custom web applications
• WordPress development
• Website maintenance
• Performance optimization
• Technical integrations
• Website migration
• Hosting configuration
• Conversion-focused development
• Technical SEO implementation

The exact technologies, pages, features, integrations, milestones, revisions, and deliverables will be defined in the applicable proposal or Service Agreement.

6.2SEO and AEO

Search Engine Optimization and Answer Engine Optimization services may include:

• Technical SEO audits
• Keyword and topic research
• On-page optimization
• Content recommendations
• Site architecture planning
• Internal linking
• Structured data and schema markup
• Entity optimization
• Local SEO
• Competitor research
• Search performance reporting
• AI search visibility recommendations
• Optimization for search engines and answer platforms
• Content strategy and authority development

SEO and AEO are ongoing processes affected by competition, algorithms, market conditions, platform policies, website history, content quality, authority, technical performance, and factors outside MTI Tech’s control.

6.3CRM Automation

CRM automation services may include:

• CRM selection and configuration
• Customer-data organization
• Lead capture systems
• Sales pipeline automation
• Email workflows
• SMS workflows
• Customer segmentation
• Lead nurturing
• Customer lifecycle automation
• Ecommerce retention workflows
• Third-party integrations
• Reporting dashboards
• Customer support workflows

The Client is responsible for ensuring that its collection and use of customer data, email addresses, phone numbers, consent records, and marketing communications comply with all applicable laws.

6.4Digital Marketing

Digital marketing services may include:

• Marketing strategy
• Campaign planning
• Content marketing
• Social media support
• Email marketing
• Paid advertising support
• Conversion optimization
• Audience research
• Analytics and reporting
• Lead-generation campaigns
• Brand positioning
• Marketing automation

Unless expressly included in writing, advertising budgets, media spending, influencer payments, platform fees, stock media, premium software, and third-party production expenses are not included in MTI Tech’s service fees.

6.5IT Consulting

IT consulting services may include:

• Technology assessments
• Digital transformation planning
• Software recommendations
• Workflow analysis
• Infrastructure planning
• System modernization
• Vendor evaluation
• Technology roadmaps
• Automation strategy
• Security-related recommendations
• Process improvement
• Implementation guidance

Our IT consulting recommendations are based on the information available at the time. The Client remains responsible for final business, technical, security, financial, compliance, and implementation decisions.

6.6Back-Office Support

Back-office support may include:

• Data entry
• Administrative support
• Documentation
• Purchase-order processing
• Ecommerce operations
• Logistics support
• Customer-support workflows
• Record organization
• Virtual-assistant services
• Reporting support
• Routine operational processing
• Business process outsourcing

The Client is responsible for maintaining appropriate internal approval processes, access controls, supervision, financial controls, quality checks, and regulatory procedures.

Unless expressly agreed in writing, MTI Tech does not provide regulated legal, accounting, tax, audit, investment, medical, or fiduciary services.

07Proposals and Project Scope

Before beginning a project, MTI Tech may provide a proposal, quotation, project plan, or Statement of Work.

The applicable document may define:

• Project objectives
• Scope of services
• Deliverables
• Milestones
• Estimated timeline
• Client responsibilities
• Revision limits
• Fees
• Payment schedule
• Third-party costs
• Acceptance process
• Support arrangements
• Maintenance arrangements
• Exclusions and assumptions

Only items expressly included in the approved scope are included in the project price.

Conversations, preliminary ideas, demonstrations, recommendations, examples, and informal discussions do not expand the scope unless confirmed in writing by an authorized MTI Tech representative.

08Changes and Out-of-Scope Work

A Client may request changes to an approved project. MTI Tech will evaluate whether the requested work is included in the existing scope.

Work may be treated as out of scope when it:

• Adds new pages, features, integrations, campaigns, or workflows
• Changes previously approved requirements
• Requires additional design or development
• Requires reworking completed or approved deliverables
• Results from incomplete or inaccurate Client instructions
• Results from changes made by the Client or another vendor
• Requires work with previously undisclosed systems
• Exceeds an agreed revision allowance
• Requires expedited or after-hours work
• Results from changes to third-party platforms or APIs

MTI Tech may provide a revised quotation, updated schedule, change order, or additional invoice before completing out-of-scope work.

Timelines may be adjusted to reflect approved changes.

09Client Responsibilities

The Client agrees to provide, where reasonably required:

• Accurate project requirements
• Timely feedback and approvals
• Brand guidelines and business information
• Website content, images, logos, and product information
• Access to websites, servers, hosting, domains, software, CRM systems, advertising accounts, analytics tools, and other platforms
• Contact details for relevant decision-makers
• Necessary licenses, permissions, consents, and legal notices
• Accurate customer, product, service, and pricing information
• Compliance instructions relevant to the Client’s industry
• A safe method for transferring credentials and confidential data
• Timely payment of invoices and third-party expenses

The Client is responsible for reviewing deliverables and confirming that all business information, prices, claims, contact details, policies, legal notices, product descriptions, and regulated statements are accurate.

MTI Tech is not responsible for delays caused by missing materials, delayed feedback, inaccessible accounts, changing instructions, unavailable Client personnel, unpaid invoices, or third-party problems.

10Client Materials and Instructions

“Client Materials” include all information, content, data, designs, trademarks, photographs, videos, documents, customer records, software, credentials, instructions, and other materials supplied by or on behalf of the Client.

The Client represents that it owns or has permission to use and provide all Client Materials.

The Client grants MTI Tech a limited, non-exclusive license to use, reproduce, modify, process, host, transmit, and display Client Materials only as reasonably necessary to provide the services.

MTI Tech may rely on Client instructions unless they are clearly unlawful, technically unsafe, inconsistent with the agreed scope, or likely to violate third-party rights.

11Access Credentials and Account Security

The Client may provide MTI Tech with access to websites, hosting accounts, CRM platforms, analytics tools, advertising accounts, social media profiles, cloud services, or other systems.

The Client remains the owner and primary controller of its accounts.

The Client should:

• Use role-based or temporary access where available
• Avoid sharing personal master passwords
• Maintain backup administrator access
• Enable multi-factor authentication where appropriate
• Remove MTI Tech’s access when services end
• Inform MTI Tech promptly of suspected unauthorized access
• Maintain secure backup and recovery procedures

MTI Tech may refuse to store or use credentials through insecure channels.

12Fees, Invoices, and Payment

Fees will be stated in the applicable proposal, invoice, subscription plan, quotation, or Service Agreement.

Unless otherwise agreed:

• Payments must be made in the currency stated on the invoice
• Payment processing and bank charges are the Client’s responsibility
• The Client must pay applicable taxes, duties, withholding amounts, and governmental charges
• Deposits or advance payments may be required before work begins
• Recurring services may be invoiced in advance
• Project work may be invoiced according to milestones
• Third-party expenses may require advance funding
• Invoices must be paid by the stated due date

MTI Tech may pause work, restrict access to deliverables, withhold deployment, suspend support, or terminate services when an invoice remains unpaid.

A service suspension caused by nonpayment does not remove the Client’s obligation to pay amounts already due.

Where permitted by law and stated in the applicable agreement or invoice, overdue balances may be subject to reasonable late-payment charges and collection costs.

13Taxes and Withholding

Fees are exclusive of applicable sales, use, value-added, goods and services, withholding, or similar taxes unless the invoice expressly states otherwise.

Where the Client is legally required to withhold tax from a payment, the Client must:

1. Notify MTI Tech before payment.
2. Provide valid withholding documentation.
3. Cooperate in obtaining any available exemption or reduction.
4. Pay amounts necessary to ensure MTI Tech receives the agreed net fee unless prohibited by law or agreed otherwise.

14Deposits, Cancellation, and Refunds

Payment and refund terms may vary by project and will be stated in the applicable proposal or Service Agreement.

Unless otherwise agreed:

• Deposits reserve resources and allow work to begin
• Fees for completed work are non-refundable
• Fees paid to third parties are non-refundable once committed
• Subscription fees already earned are non-refundable
• The Client must pay for work completed before cancellation
• The Client must reimburse MTI Tech for approved, non-cancellable expenses
• Cancellation does not remove outstanding payment obligations

Where a Client cancels a project after work begins, MTI Tech may calculate the final amount based on completed work, time spent, resources reserved, third-party commitments, and deliverables produced.

Any refund voluntarily approved by MTI Tech will be processed using a reasonable method and may be reduced by payment-processing fees, third-party charges, or amounts already earned.

Nothing in this section limits a mandatory refund or cancellation right that cannot legally be excluded.

15Timelines and Delays

Project timelines are estimates unless a deadline is expressly identified as guaranteed in a signed Service Agreement.

Timelines may depend on:

• Client feedback and approvals
• Availability of content and credentials
• Technical complexity
• Third-party integrations
• Platform approval processes
• Hosting or server availability
• Software or API changes
• Changes to project scope
• Unforeseen technical problems
• Force majeure events

MTI Tech is not responsible for delays outside its reasonable control.

Where Client delays materially affect a project, MTI Tech may revise the schedule, reassign resources, charge a restart fee where previously agreed, or place the project into a scheduling queue.

16Review and Acceptance of Deliverables

The Client must inspect deliverables within the review period stated in the Service Agreement.

Where no review period is stated, the Client should notify MTI Tech of any material nonconformity within 10 business days after delivery.

A rejection notice must reasonably describe:

• The affected deliverable
• The specific requirement that has not been met
• The nature of the material issue
• Any supporting information reasonably needed to reproduce the issue

A deliverable may be considered accepted when:

• The Client approves it in writing
• The Client publishes, launches, deploys, distributes, or uses it
• The Client instructs MTI Tech to proceed to the next project stage
• The Client does not report a material nonconformity during the applicable review period

Minor defects that do not materially prevent the intended use of a deliverable will not normally justify rejection of the entire project.

17Revisions

Revision limits may be specified in the proposal or Service Agreement.

A revision is a reasonable modification to an existing deliverable within the approved scope. A revision does not include:

• A new creative direction
• A replacement project concept
• New functionality
• New pages or integrations
• Changes to previously approved work
• Corrections required because of inaccurate Client information
• Work resulting from third-party platform changes

Additional revisions may be charged separately.

18Third-Party Services

MTI Tech services may depend on third-party products or platforms, including:

• Hosting providers
• Domain registrars
• Cloud platforms
• Website plugins and themes
• CRM systems
• Email and SMS providers
• Advertising platforms
• Search engines
• AI-powered search and answer platforms
• Social networks
• Analytics tools
• Payment processors
• Ecommerce platforms
• APIs
• Security tools
• Licensed media or software

Third-party services are governed by their own terms, privacy policies, prices, technical limits, and availability.

Unless otherwise stated, the Client is responsible for third-party subscriptions, usage fees, advertising spend, premium licenses, domain renewals, hosting fees, messaging charges, and transaction fees.

MTI Tech is not responsible for:

• Third-party downtime
• Account suspensions imposed by a platform
• Changes to an API
• Changes to pricing or licensing
• Loss of third-party features
• Platform policy changes
• Search-engine or social-platform penalties
• Third-party security incidents
• Rejection of advertisements, applications, listings, or accounts

MTI Tech may recommend third-party services but does not guarantee their continued availability or suitability.

19Search, AEO, and Marketing Results

MTI Tech does not guarantee:

• A specific search ranking
• First-page placement
• Inclusion in an AI-generated answer
• Citation by ChatGPT, Google AI Overviews, Perplexity, Copilot, or another platform
• A specific amount of traffic
• A specific number of leads
• A particular conversion rate
• A specific advertising return
• Revenue or profit
• Social-media growth
• Permanent retention of rankings
• Approval by a search engine or advertising platform

Search engines, answer engines, advertising platforms, and social networks independently control their algorithms, policies, indexes, results, and account decisions.

Performance may also be affected by the Client’s website history, reputation, content, pricing, competition, authority, technical condition, customer service, market demand, budget, industry, and implementation decisions.

Any forecast, benchmark, projection, case study, or example is illustrative and is not a promise of future performance.

20CRM, Email, and SMS Compliance

The Client is responsible for ensuring that its CRM, email, SMS, lead-generation, and marketing activities comply with all applicable privacy, consumer-protection, communications, advertising, and anti-spam laws.

The Client must maintain any legally required:

• Consent records
• Opt-in records
• Suppression lists
• Unsubscribe systems
• Privacy notices
• Sender identification
• Messaging disclosures
• Data-processing permissions
• Age restrictions
• Customer preferences

The Client may not instruct MTI Tech to send unlawful, deceptive, unsolicited, discriminatory, fraudulent, or abusive communications.

MTI Tech may suspend a campaign or automation where it reasonably believes the activity violates applicable law, platform rules, or third-party rights.

21Back-Office Processing and Client Approval

Back-office services are performed according to agreed instructions and available information.

The Client remains responsible for:

• Final approvals
• Financial authorization
• Payment authorization
• Inventory decisions
• Contract approval
• Regulatory compliance
• Customer commitments
• Quality assurance
• Internal controls
• Record-retention requirements
• Accuracy of source documents

MTI Tech is not responsible for errors originating from incomplete, inaccurate, outdated, illegible, or conflicting Client information.

The Client should not rely on MTI Tech personnel as the sole control for sensitive financial, regulatory, or operational decisions unless a signed Service Agreement expressly establishes that responsibility.

22Intellectual Property

22.1MTI Tech Materials

MTI Tech retains ownership of its pre-existing and independently developed:

• Methods
• Processes
• Templates
• Frameworks
• Documentation
• Software libraries
• Code components
• Development tools
• Automation systems
• Marketing methods
• Know-how
• Internal resources
• Reusable designs
• General skills and experience

These are referred to as “MTI Tech Materials.”

22.2Client Materials

The Client retains ownership of Client Materials, subject to the limited license granted to MTI Tech for service delivery.

22.3Project Deliverables

Ownership or licensing of custom project deliverables will be stated in the applicable Service Agreement.

Unless otherwise agreed, and subject to full payment:

• The Client will receive the agreed rights to final custom deliverables created specifically for the Client
• MTI Tech retains ownership of MTI Tech Materials
• MTI Tech retains the right to reuse general knowledge, techniques, non-confidential concepts, and reusable components
• Third-party materials remain subject to their original licenses
• Drafts, rejected concepts, internal files, development tools, and unused materials remain the property of MTI Tech

No transfer of ownership occurs until all related invoices have been paid in full.

22.4Open-Source and Third-Party Components

Deliverables may contain open-source software, third-party code, fonts, plugins, themes, images, APIs, or other licensed materials.

These components remain governed by their applicable licenses. MTI Tech cannot transfer rights that it does not own.

22.5Portfolio Use

Unless prohibited by a written confidentiality obligation, MTI Tech may identify the Client as a customer and display non-confidential completed work in its portfolio, case studies, proposals, website, presentations, and marketing materials.

The Client may withdraw permission for future portfolio use by providing written notice. Such notice will not require MTI Tech to recall materials already lawfully distributed.

23Confidentiality

Each party may receive confidential or proprietary information from the other party.

Confidential information may include:

• Business plans
• Customer information
• Login credentials
• Financial information
• Technical systems
• Marketing plans
• Source code
• Internal documents
• Pricing
• Trade secrets
• Unpublished project materials

Each party agrees to:

• Use confidential information only for the agreed business purpose
• Apply reasonable safeguards
• Limit access to persons who need the information
• Avoid unauthorized disclosure
• Notify the other party of a known material unauthorized disclosure

Confidentiality obligations do not apply to information that:

• Is publicly available without breach
• Was already lawfully known
• Is independently developed
• Is received lawfully from another source
• Must be disclosed by law or valid legal process

More detailed confidentiality obligations may be contained in a separate agreement.

24Privacy and Data Protection

Our handling of website visitor and Client information is also governed by the MTI Tech Privacy Policy.

Where MTI Tech processes personal data on behalf of a Client, the parties may enter into a separate Data Processing Agreement where required.

The Client is responsible for determining:

• Whether it has a lawful basis to collect and process personal data
• Whether required notices have been given
• Whether required consents have been obtained
• Whether data may lawfully be transferred to MTI Tech
• How long the data should be retained
• How data-subject requests should be handled
• Whether industry-specific security or privacy requirements apply

The Client must not provide unnecessary sensitive personal information to MTI Tech.

25Security

MTI Tech uses commercially reasonable administrative, technical, and organizational measures appropriate to the services being provided.

However, no website, network, cloud platform, email system, software product, or data-transfer method can be guaranteed to be completely secure.

Unless expressly included in a Service Agreement, MTI Tech does not provide:

• Continuous security monitoring
• Managed detection and response
• Penetration testing
• Formal compliance certification
• Guaranteed disaster recovery
• Guaranteed breach prevention
• Cybersecurity insurance
• Legal compliance auditing

The Client remains responsible for backups, business continuity, internal access controls, employee security practices, and cybersecurity appropriate to its operations.

26Backups and Data Retention

Unless backup services are expressly included, the Client is responsible for maintaining current and recoverable backups of its websites, databases, files, customer records, credentials, and systems.

MTI Tech may retain working files for a reasonable operational, legal, or backup period but is not required to retain project files indefinitely.

After termination, MTI Tech may delete Client data and project files after a reasonable transition period, subject to legal obligations, backup cycles, and any separate retention agreement.

The Client should request and secure necessary exports before services end.

27Warranties

Each party represents that it has authority to enter into the applicable agreement.

MTI Tech warrants that it will perform professional services with reasonable care and skill consistent with generally accepted industry practices.

Where the Client reports a material failure to meet an expressly agreed requirement within the applicable review or warranty period, MTI Tech’s primary obligation will be to use reasonable efforts to correct the affected work.

This warranty does not apply to problems caused by:

• Client changes
• Third-party modifications
• Unsupported software
• Hosting problems
• Malware or unauthorized access
• Third-party platform changes
• Improper use
• Failure to follow documentation
• Inaccurate Client information
• Expired licenses
• Work outside the agreed scope

28Disclaimer of Warranties

To the fullest extent permitted by law, the website and services are provided on an “as available” and “as is” basis except for express warranties contained in a signed Service Agreement.

MTI Tech does not warrant that:

• The website will always be uninterrupted or error-free
• Every defect can be corrected
• Every third-party integration will remain available
• A service will produce a particular commercial outcome
• Search rankings or AI visibility will improve
• Marketing campaigns will generate profit
• Software will be compatible with every future platform or browser
• Recommendations will eliminate all business, technical, or security risks
• Client-provided data will be accurate or complete

Nothing in these Terms excludes a warranty or right that cannot legally be excluded.

29Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, arising from or related to the website or services.

To the fullest extent permitted by law, MTI Tech’s total aggregate liability arising from a specific service, project, or event will not exceed the fees paid by the Client to MTI Tech under the affected Service Agreement during the six months immediately preceding the event giving rise to the claim.

For a fixed project lasting less than six months, the maximum liability will not exceed the fees actually paid for the affected project.

These limitations apply regardless of the legal theory asserted and even where a party was informed that a loss was possible.

Nothing in these Terms limits liability where such limitation is prohibited by law, including liability that cannot legally be excluded for fraud, intentional misconduct, or other non-excludable obligations.

30Indemnification

The Client agrees to defend, indemnify, and hold harmless MTI Tech, its affiliates, employees, contractors, officers, and representatives from third-party claims, damages, penalties, liabilities, and reasonable legal expenses arising from:

• Client Materials
• The Client’s products or services
• False, misleading, or unlawful Client claims
• The Client’s misuse of deliverables
• Unauthorized or unlawful marketing communications
• The Client’s violation of privacy or communications laws
• The Client’s violation of third-party intellectual-property rights
• Instructions provided by the Client
• The Client’s breach of these Terms or a Service Agreement

MTI Tech will promptly notify the Client of a covered claim and reasonably cooperate in the defense. The Client may not settle a claim in a way that admits wrongdoing by MTI Tech or imposes obligations on MTI Tech without written consent.

31Suspension of Services

MTI Tech may suspend services when:

• An invoice is overdue
• Required Client cooperation is not provided
• Continued work creates a security risk
• The Client requests unlawful or unethical conduct
• The Client breaches these Terms
• A third-party platform restricts access
• MTI Tech reasonably suspects fraud, abuse, or unauthorized activity
• Continued service could expose either party to legal or regulatory harm

Where reasonably possible, MTI Tech will provide notice and an opportunity to correct the issue.

32Termination

Either party may terminate services as permitted by the applicable Service Agreement.

Where no termination provision exists, either party may terminate an ongoing month-to-month service by providing 30 days’ written notice.

Either party may terminate immediately where the other party:

• Materially breaches an agreement and fails to correct the breach after reasonable written notice
• Becomes insolvent or ceases business operations
• Engages in fraud, unlawful conduct, or serious misuse
• Creates a material security, legal, or reputational risk

MTI Tech may terminate or suspend services immediately for persistent nonpayment.

33Effect of Termination

Upon termination:

• The Client must pay all outstanding fees and approved expenses
• MTI Tech may stop work and revoke access to MTI Tech-controlled systems
• Each party must return or securely dispose of confidential information where reasonably required
• The Client should remove MTI Tech’s access to its accounts
• Rights granted for unpaid deliverables may be withheld
• The Client may request available exports or transition materials
• Third-party subscriptions remain subject to their own cancellation rules

Sections relating to payment, intellectual property, confidentiality, liability, indemnification, dispute resolution, and other provisions intended to survive will continue after termination.

34Independent Contractor

MTI Tech provides services as an independent contractor.

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency arrangement between the parties.

Neither party may make commitments on behalf of the other without express written authorization.

MTI Tech may use qualified employees, affiliates, independent contractors, or subcontractors to provide services while remaining responsible for its contractual obligations.

35Non-Exclusivity

Unless exclusivity is expressly agreed in writing, MTI Tech may provide services to other clients, including clients operating in similar industries.

MTI Tech will remain subject to its confidentiality obligations and will not knowingly disclose one Client’s confidential information to another.

36Force Majeure

Neither party will be responsible for delay or failure caused by events beyond its reasonable control, including:

• Natural disasters
• Fire
• Flood
• Severe weather
• War
• Terrorism
• Civil unrest
• Government action
• Labor disruption
• Public-health emergencies
• Internet or utility failure
• Cloud-service failure
• Cyberattack
• Third-party platform outage
• Supply interruption
• Changes in law
• Events affecting critical personnel

The affected party must take reasonable steps to reduce the impact and resume performance when reasonably possible.

Payment obligations for work already completed are not excused by force majeure.

37International Clients

MTI Tech may provide services to Clients in different countries.

The Client is responsible for determining whether the services, deliverables, data transfers, marketing practices, and technology used are lawful in the Client’s jurisdiction.

Nothing in these Terms removes mandatory consumer, privacy, or statutory rights that cannot legally be waived.

Where local law requires additional contractual provisions, the parties may execute an appropriate addendum.

38Export Controls and Sanctions

The Client may not use MTI Tech’s website, services, software, or deliverables in violation of applicable export-control, trade-sanctions, anti-money-laundering, or restricted-party laws.

The Client represents that it is not prohibited from receiving the services under laws applicable to the transaction.

MTI Tech may refuse or discontinue services where legally required.

39Governing Law

These Terms and any dispute arising from them will be governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Where legally permitted, the state courts located in Sheridan County, Wyoming, and the applicable federal courts serving Wyoming will have exclusive jurisdiction over disputes arising from these Terms or MTI Tech’s services.

Each party consents to the jurisdiction of those courts.

This section does not override mandatory rights or jurisdiction rules that cannot legally be excluded, particularly where a Client qualifies as a consumer under applicable law.

40Informal Dispute Resolution

Before filing a formal legal claim, the parties agree to make a good-faith effort to resolve the dispute through written notice and business-level discussion.

A dispute notice should describe:

• The nature of the dispute
• The relevant project or invoice
• The requested resolution
• Supporting documents reasonably available

The parties should allow at least 30 days for informal resolution unless urgent legal relief is reasonably necessary.

41Notices

Legal and contractual notices to MTI Tech should be sent to:

Email: services@mtitech.co

Mailing Address:

Notices to the Client may be sent to the email address or physical address provided in the proposal, account, invoice, or Service Agreement.

Email notices will be considered received when delivered without an automated failure notice, subject to any different requirement imposed by applicable law.

42Changes to These Terms

MTI Tech may update these Terms to reflect changes in:

• Services
• Business practices
• Technology
• Platform requirements
• Legal obligations
• Security practices

The revised version will be posted on the website with an updated “Last Updated” date.

Changes will apply prospectively unless applicable law permits otherwise.

Material changes affecting an active signed Service Agreement will not override that agreement unless the parties agree in writing.

Continued use of the website after updated Terms become effective constitutes acceptance of the revised website-use terms.

43Assignment

The Client may not assign or transfer an agreement with MTI Tech without prior written consent, except as part of a lawful merger, acquisition, or sale of substantially all relevant business assets.

MTI Tech may assign an agreement to an affiliate, successor, purchaser, or entity involved in a corporate reorganization, provided that the assignment does not materially reduce the Client’s contractual rights.

44Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary or removed where modification is not possible.

The remaining provisions will continue in effect.

45Waiver

A failure or delay in enforcing a right does not waive that right.

A waiver is effective only when made in writing by an authorized representative and applies only to the specific matter identified.

46Entire Agreement

These Terms, together with the applicable Service Agreement, Privacy Policy, approved change orders, and incorporated documents, represent the entire agreement between the parties concerning the relevant website use or services.

They replace prior discussions, representations, proposals, or communications concerning the same subject, except for obligations expressly preserved in writing.

47Electronic Communications and Signatures

The parties agree that agreements, approvals, notices, invoices, change requests, and signatures may be provided electronically.

Electronic approvals and signatures may have the same effect as handwritten signatures where permitted by applicable law.

48No Third-Party Beneficiaries

Unless expressly stated otherwise, these Terms are intended only for MTI Tech and the Client.

No other person or entity receives contractual rights under these Terms.

49Headings

Section headings are included for convenience and do not limit or change the meaning of any provision.

50Contact Us

Questions regarding these Terms and Conditions may be sent to:

Email: services@mtitech.co

Website: https://mtitech.co