McMaster Tech Service Agreement Terms

Fee Payment and Billing Information

1. Any changes to the cost shown herein will be communicated to the Client in writing 90 days prior to its implementation, and the parties will enter into a written agreement to amend this Agreement.
2. Adjustments to annual packages are available upon request; adjustments are billed on a pro-rated basis to the Client’s annual renewal date.
3. Monthly packages are required to have a credit card on file unless another payment method is agreed upon.
4. All monthly packages will be invoiced on the 1^st of each month and payment is due upon receipt of the invoice.
5. All annual invoices will be sent 30 days in advance of the month of their annual renewal date with payment due upon receipt.
6. Payment for packages initial set-up costs, and add-ons are due upon receipt of invoice.
7. Invoices can be paid by e-transfer, debit or credit card, or by cheque made payable to “McMaster Technical Inc.”.
8. Except as otherwise stated, all monetary amounts in this Agreement are in Canadian Dollars (CAD).
9. In the event that the Supplier incurs costs and disbursements in an effort to collect payment for invoices, the Client agrees to reimburse the Supplier for these expenses, in addition to interest on the unpaid balance.

Technical Support

10. All help or service requests as well as orders additions or changes contact our general helpdesk by emailing [email protected], using our website https://help.MakingTechEasy.ca, or call 1.403.695.7251 and follow prompts.
11. For Microsoft Office 365 support email [email protected] or call 1.403.695.7251 and follow prompts for Office 365 support.
12. Because this software is sold “as is”, the Supplier may not provide support services for it. However, the Supplier will always use its best effort to ensure that technical support is provided promptly to resolve issues. Our support is provided through our partner’s 24×7 help desk in both English and French.

Reactive Support

13. The Supplier will provide reactive support services to the Client.
14. When the Client encounters as issue with the IT system, they should raise it with the Supplier. The Supplier will then investigate the problem and respond appropriately.
15. All support issues should be raised via the Supplier’s online ticketing system available at: https://help.makingtecheasy.ca/ or email [email protected]. This will allow the Supplier to prioritize and handle them correctly.  It also ensures required information about the issue is captured efficiently, and that the Supplier’s response time is measured fairly.

Scope of License

16. The software is licensed, not sold. This Agreement only gives the Client some rights to use the software. Software Company reserves all other rights.
17. The Client must comply with any technical limitations in the software that allows the Client to use it in certain ways, unless applicable law gives the Client further rights.
18. The Client can use the software only as expressly permitted in this Agreement. The Client may not:
    1. Work around any technical limitations in the software;
    2. Reverse engineer, decompile, or disassemble, the software, except and only to the extent that applicable law expressly permits, despite this limitation;
    3. Make more copies of the software than specified in this Agreement or allowed by applicable law, despite this limitation;
    4. Publish the software for others to copy;
    5. Rent, lease or lend the software;
    6. Transfer the software in this Agreement to any third party; or
    7. Use the software for commercial software hosting services
19. By using any of the above licenses, the Client accepts the terms of this Agreement. If you comply with these license terms, you have the following rights:
20. Installation and Use Rights. You may install and use one copy of the software on your device.
21. Internet-Based Services: Software Company provides Internet-based services with the software.  It may change or cancel them at any time.

Transfer to Another Device

22. The Client may uninstall the software and install it on another device for the Client’s use, but may not do so to share this license between devices.

Domain Name(s)

23. The Supplier shall cooperate with the Client in registering any Domain Names as requested and shall provide management through the Supplier’s domain registrar.
24. The Client shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto.
25. Unless otherwise specified by Client the Supplier shall be listed as the administrative, technical and billing contact for the Domain.
26. Website content and backup can be provided upon request from the Client.
27. Domain names are renewed and purchased annually in addition to hosting costs. Cancellation of domains can be done at any time prior to renewal. The Client is responsible for all fees incurred to reactivate or renew a lapsed domain names arising from the Client’s self-management or negligence. The costs to purchase or renew a domain name is billed annually.

Limitation on and Exclusion of Remedies and Damages

28. The Client can recover from Microsoft and its resellers only direct damages of up to US $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect, or incidental damages.
29. This limitation applies to:
    1. Anything related to the software, services, content (including code) on third party Internet sites, or third-party programs;
    2. Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law;
    3. It also applies even if Software Company knew or should have known about the possibility of the damages.

Content Control

30. Client shall have sole control over the Content. The Supplier shall not supplement, modify or alter any Work Product which has been accepted by the Client or any Content (other than modifications strictly necessary to upload the template which must be requested by the customer).
31. Website content and backup can be provided upon request from the Client.

Site Backup

32. The Supplier creates daily, weekly, and monthly backups of all complete hosting services including website, database, and email services. These backups are available to be provided or restored upon request from the Client.
33. Backups are maintained for 12 months, and then are purged.

Security Updates

34. The Suppliers servers receive regular security updates and we make best efforts to maintain security logs and protection.
35. The supplier schedules server down times for software updates and other scheduled maintenance on evenings of traditionally low traffic, and a 3-week notice will be given to the Client.
36. Internal website and email security are the responsibility of the Client. This includes maintaining website core and plugins as well as using secure passwords and accounts. The Supplier cannot be held responsible for site repair, loss of data, security breach, effect to reputation, or resulting downtime.  The Supplier offers support and protection for this in its +Security package.

 Reviews and Updates to Packages

37. The Supplier continually strives to provide the highest level of services to its Clients, therefore in order to assess and ensure Client satisfaction, an in-person or video review meeting between authorized members of both parties will be scheduled six (6) months from the Commencement Date of this Agreement to review the Client’s satisfaction and any identified or new services that could benefit the Client.
38. Number and types of licenses and services may be reviewed at any point by mutual agreement.

Hardware Warranty

39. The hardware provided under this Agreement is covered by a warranty depending on the circumstances if its acquisition.
40. All hardware supplied by the Supplier is subject to a limited one-year warranty, unless otherwise specified.
41. Hardware that is bought and fully paid for by the Client, at the Commencement of this Agreement includes a 1-year manufacturer warranty only, should problems arise outside the warranty period, costs may be incurred and borne by the Client.
42. Hardware financed through Cloud PBX packaged bundles include full hardware replacement warranty for the Term of the Agreement (24 months).

Exclusions

43. This Agreement is written in a spirit of partnership, and as such, the Supplier will always make the best possible efforts to provide support and rectify problems as requested. However, this Agreement only applies to the equipment listed above.
    1. This Agreement does not cover IT system problems caused by using equipment, software or service(s) in a way that is not recommended;
    2. If the Client has made unauthorized changes to the configuration or set up of the equipment, software, or services, this Agreement may not apply;
    3. If the Client has prevented the Supplier from performing required maintenance and updates, there may be a delay in resolving issues.
44. This Agreement does not apply to circumstances that could be reasonably said to be beyond the Supplier’s control.
45. This Agreement also does not apply if the client fails to pay agreed Supplier invoices on time.
46. Notwithstanding however, the Supplier aims to be helpful and accommodating at all times, and will do its best to assist the Client whenever possible.

Mutual Cooperation

47. The Supplier will use its best efforts to fulfill and exceed the Client’s expectation on the deliverables listed above. The Client agrees to aid the Supplier by making available to the Supplier needed information pertaining to the Client’s website and to cooperate with the Supplier in expediting the work.

Responsibilities of the Supplier

48. The Supplier will ensure that the data is secure.
49. The Supplier will maintain and support the Client’s IT system. The Supplier will offer its expertise to recommend and setup technologies and strategies to help ensure that the Client gets maximum performance from the IT system. This includes recommendations and sale of quality hardware, software, tools and service solutions.

Additionally, the Supplier will:

50. Ensure relevant software, services and equipment are available to the Client in line with this Agreement;
51. Strive to offer support in a timely manner focusing on the needs of the Client. Remote support is available upon request. Onsite support is available to the Client as same day or next business day. Weekend support is available with prior notice;
52. Do its best to escalate and resolve issues in an appropriate, timely manner;
53. Maintain good communication with the Client at all times.
54. The Supplier shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by the Supplier for use in performing services for the Client.

Responsibilities of the Client

55. The backup software will report errors on the clients’ desktop computers.  Support for backup services remotely are included in the package upon request.
56. The length of the backup being utilized by the Client is at their discretion based on the amount of information they wish to backup.
57. The Client shall be responsible for the accuracy, completeness and propriety of information concerning its products and services which it provides to the supplier whether orally or in writing in connection with the performance of this Agreement.
58. The Client will use the IT system covered by this Agreement as intended. Additionally, the Client will:
    1. Notify the Supplier of issues or problems in a timely manner using the helpdesk;
    2. Provide the Supplier with access to equipment, software and services for the purposes of maintenance, updates and fault prevention;
    3. Keep the Supplier informed about potential changes to the IT system;
    4. Maintain good communication with the Supplier at all times.
59. The Client guarantees that all elements of text, images, or other artwork it provides are either owned by the Client, or that the Client has permission to use them.
60. Upon the final payment from the Client being received by the Supplier, copyright will be automatically assigned as follows:
    1. The client will own the visual elements that the Supplier creates for this project. The supplier will give the client the finished files and the client is advised to should keep them in a safe location as the supplier is not required to keep a copy.
61. The Client owns all elements of text, images and data provided by it, unless someone else owns them.
62. The Supplier owns the unique combination of these elements that constitutes a complete design or process and may license that to the Client, exclusively and in perpetuity for this project only, unless the parties agree otherwise.

Performance of Agreement

63. The parties agree to do everything necessary to ensure the performance of the Terms of this Agreement.

Dispute Resolution

64. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly negotiation.
65. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation or arbitration, by a mediator or arbitrator agreed upon by the parties.

Termination of Agreement 

66. This Agreement will expire after one year and continue month-to-month subject to 30-day change until terminated.
67. Services are maintained within the Term of this Agreement only.
68. Agreements can also be terminated at any time by either party giving 30 days’ notice, in writing, of its intention to terminate or if outstanding invoices reach more than 90 days.
69. Should this Agreement be terminated by the Client prior to the End Date, all fees paid and unused are non-refundable.
70. Domain names shall be unlocked for transfer upon request from the Client.

Notice

71. All communication required or permitted under this Agreement will be given in writing and delivered to the parties at the following addresses:
72. The parties may also specify any other mode of communication which they desire to use.

Additional Terms and Conditions

Confidentiality

The parties acknowledge that in order to provide services to the Client, the Supplier may have access to Confidential Information of the Client and vice versa. Confidential Information refers to any data or information relating to the parties which would reasonable be considered to be private or proprietary to the parties and that is not generally known and where the release of that information could reasonably be expected to cause harm to the parties.

The Supplier and the Client agree that they will not disclose, divulge, reveal or use Confidential Information except for the purpose of this Agreement, or as authorized by the party providing such information or as required by law.

This obligation of confidentiality will apply during the Term of this agreement, including any renewals, and will survive the Termination of this Agreement.

All written and oral information and material disclosed or provided by the parties under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement.

Upon the Termination of this Agreement, the Parties will return to each other any property, documents, records or any other material which is the property of the other party.

Indemnification

Each party agrees to indemnify and hold harmless the other party its respective affiliates, officers, agents , employees and permitted successors and assigns against any claims, losses, damages, liabilities, penalties, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which results from or arises out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees and permitted successors and assigns that occurs in relation to this Agreement.

This indemnification will survive the Term of this Agreement.

Amendment

Any amendment or modification of this Agreement or additional obligations assumed by either Party in connection with this Agreement will only be binding if evidenced in writing, signed by each Party or an authorized representative of each Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

The Client shall not assign or otherwise transfer this Agreement without the prior written consent of the Supplier.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Titles/Headings

Titles/Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

This Agreement shall be governed by the laws of the Province of Alberta.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Service Level Agreement

Services

1. First level problem determination. This shall include:
   1. recording all problems;
   2. resolving problems or assigning it to the appropriate specialist;
   3. monitoring of issues;
   4. Users will be notified of commitment times and any problems that occur in meeting the established commitment;
   5. problem resolution will be documented and available in report status;
   6. provision of monthly reports.
2. Services will be provided between the hours of 9:00 a.m. and 6:00 p.m. MST, Monday through Friday, except holidays unless previously scheduled or in case of emergency.
3. A single point of contact with the Client will approve:
   1. Orders for new equipment;
   2. Equipment moves, adds, and changes (equipment includes personal computers, printers and telephones);
   3. Services such as data entry, building access authorizations, new computer user ID’s and passwords, voicemail, Centrex lines, mainframe connections, file server connections, reports, and application program problems and requests.

 

Response Time

4. First level problem determination will be assigned using the following criteria:
   1. number of customers affected;
   2. effect on business mission;
   3. context of problem;
   4. deadlines;
   5. estimated solution time;
   6. application involved;
   7. frequency of problem;
   8. client’s sense of priority
   9. clients commitment level;
   10. availability of a walk around;
   11. threats to data integrity or computer security.
5. The telephone number (403) 695-7251 is a dedicated number to receive and resolve complaints. If the line is busy, calls will be forwarded to voicemail, where a message can be left. The Supplier guarantees a return call within ten (10) minutes of an urgent voicemail message.  All messages left on voicemail will be confirmed for receipt within three (3) hours.

 

6. The following table will be used internally to prioritize calls and to give a response time commitment:

Security Level	Definition	Response Time
Critical	Business outage or significant customer impact that threatens future productivity	Within 1 hour
Urgent	High-impact problem where production is proceeding, but in a significantly impaired fashion; there is a time-sensitive issue important to long-term productivity that is not causing an immediate work stoppage; or there is a significant customer concern	Within 2 hours
Important	Important issue that does not have a significant current productivity impact	Within 4 hours
Monitor	Issue requiring no further action beyond monitoring for follow-up; if needed	Within 1 business day
Informational	Request for information only	Within 1 business day

 

7. Single point of contact response will be determined using the following criteria:

Definition	Response Time
Orders for new equipment provided by manager	Information conveyed to manager within one business day, then schedule confirmation
Equipment moves / adds	If specific date requested, Suppler will negotiate with all involved staff to confirm date
Data entry service	Information conveyed to data entry supervisor within one hour, then schedule confirmation provided by data entry
System sign-on requests	To be returned to user within five business days
Computer Reports	Information conveyed to manager within one business day, then schedule confirmation provided by manager
Application Requests	Information conveyed to manager within one business day, then schedule confirmation provided by manager.
Building Access Authorizations	Form to be sent to requestor within one business day
Budget Figures	Information conveyed to Client within one business day