Terms of service

Last updated: August 6, 2026

These Terms of Service ("Terms") govern the services provided by Provintech LLC to its clients. By engaging Provintech, executing a Statement of Work, proposal, order form, or other agreement that references these Terms, the Client agrees to be bound by them.

Each engagement may also be governed by a Statement of Work ("SOW"), Master Services Agreement ("MSA"), or other written agreement. In the event of a conflict, the executed MSA or SOW will control with respect to the applicable engagement.

1. Who We Are

Provintech LLC, a Wyoming limited liability company with its principal office at 30 N Gould St, Ste N, Sheridan, WY 82801, United States ("Provintech," "we," "us"), provides nearshore talent, staffing, technology, digital marketing, automation, web development, artificial intelligence, and related professional and delivery services.

"You" or the "Client" means the company or organization engaging Provintech.

2. Our Services

Provintech provides specialized professionals and project-based services to businesses, primarily through nearshore talent located in Latin America.

Our services may include, among others:

• Dedicated professionals and embedded teams
• Software and web development
• Artificial intelligence and automation
• Marketing automation
• Paid advertising and digital marketing
• Cold outbound and lead generation
• Data and technology services
• Other professional or technical services agreed with the Client

The specific scope, personnel, rates, responsibilities, working arrangements, deliverables, and commercial terms of an engagement may be defined in an applicable SOW, proposal, order form, or other written agreement.

3. Engagement Models

Provintech generally provides services through one or more of the following models:

• Dedicated Specialists / Embedded Teams. Provintech provides individual professionals or teams who work alongside the Client's organization for an agreed period.
• Project-Based Services. Provintech provides services or deliverables according to an agreed scope, timeline, or set of objectives.

Unless otherwise agreed in writing, Provintech does not guarantee any specific commercial result, including revenue, leads, conversions, sales, return on advertising spend, cost savings, or other business outcomes.

4. Talent Selection and Client Approval

Provintech uses commercially reasonable efforts to recruit, screen, interview, and evaluate professionals based on the requirements provided by the Client.

For dedicated talent engagements, the Client will generally have the opportunity to interview and approve a professional before the professional begins providing services.

The Client acknowledges that recruiting, screening, background information, references, interviews, testing, and other evaluation methods reduce risk but cannot guarantee an individual's future conduct, performance, honesty, or compliance.

The Client is responsible for determining whether a proposed professional is suitable for its particular business, systems, industry, regulatory environment, and risk requirements.

5. Personnel Conduct and Unauthorized Acts

Provintech requires professionals providing services through Provintech to comply with applicable laws, confidentiality obligations, Client policies communicated to them, security requirements, and the authorized scope of their assignments.

However, Provintech cannot guarantee that an individual will never engage in misconduct or unauthorized activity.

To the maximum extent permitted by applicable law, Provintech will not be responsible for independent, intentional, fraudulent, criminal, malicious, reckless, or unauthorized acts committed by an individual professional outside the authorized scope of the services or in violation of applicable law, Provintech policies, Client policies communicated to the professional, or contractual obligations applicable to that professional, except to the extent such liability results directly from Provintech's own negligence, willful misconduct, or breach of its contractual obligations.

This includes, without limitation, unauthorized:

• Access to systems, accounts, networks, or information;
• Disclosure, copying, removal, or misuse of confidential information;
• Use or transfer of Client credentials;
• Installation of unauthorized software;
• Modification or deletion of Client information;
• Fraudulent or criminal activity;
• Intellectual property infringement knowingly undertaken outside the authorized scope of work; or
• Actions taken contrary to documented Client instructions or security policies.

The Client agrees to notify Provintech promptly if it becomes aware of suspected misconduct by an assigned professional.

Upon receiving credible notice of suspected misconduct, Provintech may immediately suspend or remove the professional from the engagement while the matter is investigated.

Nothing in this section limits liability that cannot lawfully be excluded or limited.

6. Client Security Responsibilities

The Client is responsible for maintaining reasonable security controls over its own systems, accounts, infrastructure, and data.

Where appropriate, Clients should follow least-privilege principles and provide assigned professionals only with the systems, permissions, credentials, and information reasonably necessary to perform their responsibilities.

The Client is responsible for:

• Managing access permissions;
• Maintaining appropriate backups;
• Maintaining security and monitoring systems;
• Revoking access when it is no longer required;
• Protecting administrative and privileged credentials;
• Establishing internal approval procedures for sensitive actions; and
• Informing Provintech and assigned personnel of applicable security policies and restrictions.

Provintech will reasonably cooperate with Client security procedures communicated in advance and applicable to the services.

7. Fees and Payment

Fees and payment terms will be specified in the applicable SOW, proposal, order form, or other written agreement.

Unless otherwise stated, all fees are quoted and payable in U.S. dollars (USD).

Invoices are due within 15 days of the invoice date unless otherwise agreed in writing.

Third-party expenses, including advertising spend, software licenses, subscriptions, platform fees, travel, accommodation, transportation, equipment, and other external costs, are not included in Provintech's fees unless expressly stated otherwise in writing.

Banking, wire transfer, payment processing, and intermediary fees associated with Client payments are the Client's responsibility.

Provintech may suspend services for materially overdue invoices after providing reasonable notice.

8. Changes in Scope

Rates and timelines are based on the scope, responsibilities, work location, schedule, technical requirements, seniority, and other conditions communicated when the engagement is established.

Material changes to those requirements may result in changes to pricing, personnel, or timelines.

Any material change should be documented in writing between the parties.

9. Term and Termination

The duration of each engagement will be specified in the applicable SOW or other written agreement.

Unless otherwise agreed, ongoing monthly engagements may be terminated by either party with 30 days' written notice.

Provintech may suspend or terminate an engagement immediately in cases involving fraud, illegal activity, material security concerns, abuse of Provintech personnel, material breach of confidentiality, or material non-payment.

Termination does not eliminate the Client's obligation to pay amounts properly due for services already provided.

10. Replacement of Personnel

For dedicated talent engagements, if an assigned professional is determined not to be an appropriate fit during the first 30 days, Provintech will use commercially reasonable efforts to identify a replacement without an additional recruiting fee.

This replacement commitment does not apply where the Client materially changes the position, required skills, schedule, location, responsibilities, compensation structure, or other conditions of the original engagement.

Replacement timelines depend on market availability and cannot be guaranteed.

11. Confidentiality

Each party agrees to protect the other party's confidential information using reasonable care and to use such information solely for purposes related to the engagement.

Provintech requires personnel who receive access to Client confidential information to be subject to appropriate confidentiality obligations.

Confidential information does not include information that is publicly available through no breach of an obligation, independently developed without use of the other party's confidential information, or lawfully obtained from a third party without confidentiality restrictions.

These obligations survive termination of the engagement.

The parties may execute a separate NDA where appropriate.

12. Data Protection and Privacy

Where Provintech processes personal information on behalf of a Client, Provintech will use commercially reasonable safeguards appropriate to the nature of the information and the services being provided.

The Client represents that it has the necessary authority and lawful basis to provide any personal information, customer information, databases, or other data made available to Provintech.

Where required, the parties may enter into a separate Data Processing Agreement.

13. Client Accounts and Credentials

The Client retains ownership and control of its accounts, systems, data, repositories, advertising accounts, CRM environments, websites, domains, and other Client-owned assets.

Where practicable, Provintech personnel will perform work within Client-controlled accounts.

Access credentials provided to Provintech or assigned professionals may be used only as reasonably necessary to perform authorized services.

Upon termination or upon the Client's reasonable request, access will be returned, removed, or disabled as appropriate.

14. Intellectual Property

Upon full payment of all applicable fees, the Client will own deliverables specifically created for the Client under the applicable engagement, except for Provintech's pre-existing intellectual property.

Provintech retains ownership of its pre-existing methodologies, templates, frameworks, processes, software, tools, know-how, reusable components, and general expertise.

To the extent Provintech materials are incorporated into Client deliverables, Provintech grants the Client a non-exclusive, perpetual license to use those materials as part of the applicable deliverable, unless otherwise agreed in writing.

15. Third-Party Platforms and AI Tools

Services may involve third-party platforms, APIs, artificial intelligence systems, advertising platforms, CRM systems, hosting providers, automation tools, or other external technologies.

Provintech does not control and is not responsible for third-party outages, policy changes, account suspensions, algorithm changes, service interruptions, price changes, data loss attributable to third-party systems, or other actions of third-party providers.

The Client is responsible for reviewing and complying with the terms applicable to its third-party accounts and platforms.

Unless expressly agreed otherwise, Client confidential information should not be intentionally submitted to public AI systems in a manner inconsistent with Client instructions or applicable confidentiality obligations.

16. Non-Solicitation and Direct Hiring

The Client agrees that during an engagement and for 12 months following the later of the end of the applicable engagement or the most recent introduction of the applicable professional, it will not directly or indirectly hire, employ, contract with, or otherwise engage a professional introduced or provided by Provintech outside of Provintech without Provintech's prior written consent.

If the Client wishes to directly engage or employ such a professional, Provintech may authorize the arrangement subject to an agreed conversion or placement fee.

Specific conversion terms may be established in the applicable SOW, MSA, proposal, or other written agreement.

This provision is intended to protect Provintech's legitimate investment in recruiting, sourcing, screening, developing, and maintaining its professional network.

17. Independent Contractor Relationship

Provintech is an independent contractor and not an employee, agent, joint venturer, or legal partner of the Client.

Unless expressly agreed otherwise, professionals provided through Provintech are not employees of the Client.

Nothing in these Terms authorizes Provintech personnel to enter into contracts, incur obligations, make representations, transfer funds, or otherwise legally bind the Client unless specifically authorized in writing.

18. Client Responsibilities

The Client agrees to provide timely information, access, feedback, approvals, and cooperation reasonably necessary for Provintech to perform the services.

The Client is responsible for the accuracy and legality of information, instructions, content, customer data, marketing materials, and other materials it provides.

The Client remains responsible for final business decisions and for reviewing and approving material actions taken on its behalf where Client approval is reasonably required.

Delays caused by missing Client information, access, approvals, feedback, or other dependencies may affect delivery timelines.

19. Warranties and Business Results

Provintech will use commercially reasonable efforts to provide the services professionally and in accordance with the applicable scope.

However, business, marketing, recruiting, advertising, technology, and AI outcomes depend on numerous factors outside Provintech's control.

Unless expressly guaranteed in a signed agreement, Provintech does not guarantee:

• Revenue or profitability;
• Leads or sales;
• Conversion rates;
• Advertising performance or ROAS;
• Search rankings;
• Platform availability;
• Specific development or automation outcomes dependent on third-party systems; or
• Any other particular commercial result.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVINTECH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO PROVINTECH BY THE CLIENT FOR THAT ENGAGEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above apply regardless of the legal theory asserted and even if a party has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability to the extent such liability cannot legally be excluded or limited.

21. Indemnification

To the extent permitted by applicable law, each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, and employees from third-party claims, damages, liabilities, costs, and reasonable legal fees arising directly from that party's fraud, willful misconduct, violation of applicable law, or material breach of its obligations under these Terms.

The Client will also indemnify Provintech against third-party claims arising from materials, data, instructions, products, services, advertising claims, or content supplied or specifically directed by the Client, except to the extent the claim results from Provintech's own breach, negligence, or willful misconduct.

22. Governing Law

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Wyoming, without regard to its conflict-of-law principles.

Subject to any dispute resolution provisions contained in an applicable MSA or SOW, the parties consent to the jurisdiction of the appropriate state and federal courts having jurisdiction in Wyoming.

23. Changes to These Terms

Provintech may update these Terms from time to time.

Changes will apply prospectively and will not materially alter the commercial terms of an existing signed engagement unless agreed by the parties.

The "Last Updated" date at the top of this page identifies the most recent version.

24. Entire Agreement and Order of Precedence

These Terms, together with any applicable SOW, MSA, NDA, proposal, order form, or other agreement expressly incorporated by reference, constitute the agreement between the parties regarding the applicable services.

If there is a conflict between documents, an executed MSA will control over an SOW, and an executed SOW will control over these Terms, unless the applicable document expressly states otherwise.

25. Contact

Questions regarding these Terms may be directed to:

Provintech LLC
30 N Gould St, Ste N
Sheridan, WY 82801
United States
Email: Samuel@provintechus.com