Terms and Conditions

Effective Date: 05/27/25
Last Updated: 05/27/25

1. Agreement Overview

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "Client," "Specialist," or "you") and [Company Legal Name] operating as Zultan Technologies ("Company," "we," "us," or "our"). By accessing or using our specialist recruitment platform and related services (the "Platform" or "Services"), you agree to be bound by these Terms.

Company Information:

Legal Name: Zultan Technologies
Business Address: 2-1668 Woodroffe Avenue, Ottawa, Ontario, Canada
Contact: legal@zultantechnologies.com
Phone: 613-706-6707

2. Definitions

"Client" means a business or individual seeking specialist services through our Platform
"Specialist" means a qualified professional providing services through our Platform
"Services" means all services provided by the Company, including the Platform, matching services, analytics, and support
"Subscription" means the monthly service plan selected by the Client
"Project" means work arrangements between Clients and Specialists facilitated through our Platform
"Analytics Platform" refers to our proprietary TSXA analytics and reporting system

3. Service Description

3.1 Platform Services

We provide a technology-enabled specialist recruitment platform offering:

Vetted specialist matching and placement services
Subscription-based access to specialists across multiple skill levels
Project management and coordination support
Real-time analytics and ROI tracking through our TSXA platform
Performance monitoring and quality assurance
Client success management and ongoing support

3.2 Service Tiers

Basic Tier ($100/month):

Access to Level 1 specialists
Up to 40 hours of specialist time per month at $30/hour
Basic platform access and standard support

Core Tier ($150/month):

Access to Level 1-2 specialists
Up to 80 hours of specialist time per month at $33/hour
Standard platform features and enhanced support

Premium Tier ($250/month):

Access to all specialist levels
160+ hours of specialist time per month at $42/hour
Full analytics platform access and premium support

4. User Accounts and Registration

4.1 Account Creation

Users must provide accurate, complete, and current information during registration
Each user may maintain only one active account
Business accounts must be registered by authorized representatives
We reserve the right to refuse service or terminate accounts at our discretion

4.2 Account Security

Users are responsible for maintaining the confidentiality of their login credentials
Users must notify us immediately of any unauthorized access or security breaches
Users are liable for all activities that occur under their account

4.3 Account Verification

Clients may be required to provide business verification documentation
Specialists must complete our comprehensive vetting process
We reserve the right to request additional verification at any time

5. Client Terms and Obligations

5.1 Subscription and Billing

Subscription fees are billed monthly in advance
Hourly fees for specialist time are billed separately based on actual usage
All fees are in Canadian dollars unless otherwise specified
Payments are due within 30 days of invoice date
Late payments may incur interest charges of 1.5% per month

5.2 Service Level Agreements (SLAs)

We guarantee 95% platform uptime (excluding scheduled maintenance)
Specialist matching within 48 hours of approved project requests
Response to support inquiries within 24 hours (business days)
Monthly performance reviews with quantified results

5.3 Client Responsibilities

Provide clear project requirements and expectations
Maintain professional communication with specialists
Pay all fees promptly according to agreed terms
Comply with applicable employment and labor laws
Protect confidential information shared by specialists

5.4 Limitations on Client Conduct

Clients may not:

Directly solicit specialists to work outside our platform during the contract period and for 12 months thereafter
Request specialists to perform illegal, unethical, or inappropriate tasks
Discriminate against specialists based on protected characteristics
Use the platform to compete directly with our services

6. Specialist Terms and Obligations

6.1 Application and Vetting Process

Specialists must complete our comprehensive 5-stage vetting process
Only approximately 3% of applicants are accepted onto the platform
Acceptance does not guarantee work assignments
We may re-evaluate specialist qualifications periodically

6.2 Performance Standards

Maintain professional standards and quality of work
Meet agreed-upon deadlines and deliverables
Participate in monthly performance reviews
Achieve minimum performance metrics as defined by the platform

6.3 Payment Terms

Specialists are paid based on their tier level: $18-$25/hour
Payments are processed bi-weekly via direct deposit
All applicable taxes and deductions are the specialist's responsibility
Payment disputes must be raised within 30 days

6.4 Exclusivity and Non-Compete

Specialists may work with multiple clients through our platform
Direct solicitation of clients to work outside the platform is prohibited during the contract period and for 6 months thereafter
Specialists may not use our platform to promote competing services

7. Intellectual Property Rights

7.1 Platform Ownership

The Platform, including all software, analytics tools, and proprietary methodologies, is owned by the Company
Users receive a limited, non-exclusive license to use the Platform according to these Terms
No rights are granted beyond what is explicitly stated in these Terms

7.2 User Content

Users retain ownership of content they create or upload to the Platform
Users grant us a license to use their content for platform operations and service delivery
We may use aggregated, anonymized data for business analytics and platform improvement

7.3 Work Product

Specialists retain ownership of their general skills and knowledge
Clients own the specific work product created for their projects
Both parties must respect confidentiality and intellectual property agreements

8. Privacy and Data Protection

8.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy
Users consent to data processing as described in our Privacy Policy
We implement industry-standard security measures to protect user data

8.2 Confidentiality

All parties must maintain confidentiality of sensitive business information
Specialists must sign additional confidentiality agreements when required
Breach of confidentiality may result in immediate termination and legal action

9. Performance Guarantees and Remedies

9.1 Quality Assurance

We guarantee that specialists meet stated qualifications and performance standards
Unsatisfactory specialist performance will result in immediate replacement
Clients may request specialist changes with reasonable justification

9.2 Service Credits

Platform downtime exceeding SLA commitments will result in service credits
Failure to meet matching timelines may result in fee adjustments
Service credits are the primary remedy for SLA breaches

9.3 Limitation of Remedies

Our total liability is limited to fees paid in the 12 months preceding the claim
We are not liable for indirect, consequential, or punitive damages
Business interruption and lost profits are specifically excluded

10. Payment Terms and Billing

10.1 Fees and Charges

Subscription fees are non-refundable except as required by law
Hourly charges are based on time tracking and project completion
Additional services may incur separate charges
All prices are subject to applicable taxes

10.2 Payment Methods

We accept major credit cards and electronic fund transfers
Automatic payment authorization is required for subscription services
Failed payments may result in service suspension

10.3 Disputes and Refunds

Billing disputes must be raised within 60 days of the invoice date
Refunds are issued only for verified service failures or billing errors
Refund processing may take 5-10 business days

11. Termination

11.1 Termination by Users

Clients may cancel subscriptions with 30 days written notice
Specialists may terminate their participation with 14 days written notice
Termination does not relieve payment obligations for services already rendered

11.2 Termination by Company

We may terminate user accounts immediately for:

Breach of these Terms or our policies
Fraudulent or illegal activities
Failure to pay fees when due
Behavior that harms our reputation or other users

11.3 Effect of Termination

Users lose access to the Platform upon termination
Outstanding payment obligations survive termination
Confidentiality and non-compete provisions remain in effect
We may retain user data as required by law or legitimate business purposes

12. Disclaimers and Limitations of Liability

12.1 Service Disclaimers

Services are provided "as is" without warranties of any kind
We do not guarantee continuous, error-free platform operation
Success of specialist-client relationships cannot be guaranteed
Market conditions and business outcomes are beyond our control

12.2 Limitation of Liability

Our liability is limited to the total fees paid by the user in the preceding 12 months
We are not liable for indirect, incidental, or consequential damages
This limitation applies regardless of the theory of liability

12.3 User Acknowledgment

Users acknowledge that business relationships involve inherent risks
Specialist performance and client satisfaction cannot be guaranteed
Users are responsible for their own business decisions and outcomes

13. Indemnification

Users agree to indemnify and hold harmless the Company from:

Claims arising from user's breach of these Terms
User's violation of applicable laws or third-party rights
User's negligent or wrongful acts in connection with the Services
Any content or information provided by the user

14. Force Majeure

We are not liable for delays or failures in performance due to circumstances beyond our reasonable control, including:

Natural disasters, pandemics, or other emergencies
Government actions or regulations
Internet or telecommunications failures
Third-party service provider failures

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

15.2 Dispute Resolution Process

Direct Negotiation: Parties must first attempt to resolve disputes through good faith negotiations
Mediation: If negotiation fails, disputes will be submitted to mediation
Arbitration: Unresolved disputes will be settled through binding arbitration under Ontario Arbitration Act
Court Proceedings: Only disputes under $25,000 may be brought in small claims court

15.3 Jurisdiction

For matters not subject to arbitration, parties submit to the exclusive jurisdiction of the courts of Ontario.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between the parties.

16.2 Modifications

We may modify these Terms at any time with reasonable notice
Continued use of the Platform constitutes acceptance of modified Terms
Material changes will be communicated via email and platform notices

16.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

16.4 Assignment

Users may not assign their rights or obligations without our written consent
We may assign these Terms in connection with business transfers or mergers

16.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

16.6 Survival

Provisions relating to payment, confidentiality, intellectual property, and limitations of liability survive termination.

17. Contact Information

For questions about these Terms:

Email: legal@zultantechnologies.com
Phone: 613-706-6707

Business Hours: Monday-Friday, 9:00 AM - 5:00 PM EST

Acknowledgment: By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.