General Terms & Conditions

Definitions and Interpretation

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by , the following words have the following meanings:

Defined Terms

“After Hours” means from 16:30 – 08:30 hours Monday to Friday and all day Saturday and Sunday, including Public Holidays.
“Business Hours” means Monday to Friday from 08:30 to 16:30 hours, excluding Public Holidays.
“Client”, “You”, or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us…
“Conditions” means these terms and conditions.
“Goods” includes any goods and/or services sourced by Us…
“HST” means Harmonized Sales Tax.
“Order” means any order requested by You to Us for Goods or Services in any form.
“Quote” means a quote provided to You by Us.
“Period”, “Plan”, “Plan Schedule”, “Public Holidays”, “Rates”, “Rate Schedule”, “Reasonable Assistance Limits”, “Return/Cancellation Fee”, “Service request”, “Services”, “Software”, “Us”, “Our” or “We”, and “Work” – each defined in their respective clauses.

Interpretation Principles

Words denoting the singular number include the plural.
References to gender include every other gender.
Time is referenced to Eastern Time (Toronto).
References to legal documents and statutes include their amendments.
Headings and bolded text do not affect interpretation.
All dollar amounts refer to Canadian Dollars.

Application of These Conditions

Unless otherwise agreed by Us in writing, these Conditions apply to every Quote, Order, Plan, contract, or other arrangement between Us and You.

Commitment Term

Minimum Term

The minimum term is outlined in Our Quote to You and begins from the first day of the next month after Quote approval.

Renewal

After the original Committed Term, the term renews automatically for the same period unless terminated by You under Clause 4.

Termination

Termination by You

You may terminate this Agreement with 30 days’ written notice if We:

Fail to fulfill material obligations and do not remedy within 30 days.
Breach a material term and fail to correct it within 30 days.
Terminate or suspend business without a successor.

Termination by Us

We may terminate with 30 days’ written notice.

Obligations Upon Termination

We will assist with orderly termination and service transfer. Fees apply.

Early Termination by You

You must pay all remaining commitment term payments.

Representations

You acknowledge no employee or agent of Ours can make warranties outside of these Conditions.

Notices

Notices must be sent via email to Your last known email address.

Governing Law

These Conditions are governed by the laws of Canada, under the jurisdiction of Ontario courts.

Assignment

You may not assign this Agreement without Our written consent.

Variation of Terms

We may vary these Conditions by posting updates on Our website.

Goods and Services

Quotes

Quotes are valid for 14 days unless specified otherwise.
Acceptance of a Quote does not form a binding contract.
Confirmed quotes become final upon mutual agreement.
Prices may vary depending on changes and availability.

Orders

Orders may be placed via forms, email, or web.
Valid Orders require clear identification and approval.
We may cancel unapproved or unpaid Orders.

Pricing and Rates

All prices are exclusive of applicable taxes.
Rates are as per Plan and Rate Schedule.
Call-out and return/cancellation fees apply.
Pre-paid service blocks are non-transferable.

Services and Plans

We may change Services and Plans at our discretion.
Current Rates and Plan Schedules available on request.

Contracting

We may subcontract services but retain responsibility.

Delivery, Title, and Risk

Risk passes upon delivery.
Goods must be insured by You post-delivery.
Title remains with Us until full payment.

Returns and Claims

Subject to manufacturer policies.
Customised goods are non-returnable.
Claims must be made within 7 days of delivery.

Service Limitations and Liability

Utility and Fitness

Services may involve trial and error.
We are only required to provide reasonable assistance.
You bear responsibility for purchase and customisation decisions.

Force Majeure

We are not liable for non-performance due to events beyond Our control.

Product Specifications

We may provide alternate goods of equal or superior quality.

Warranties

Manufacturer Warranties

You must rely on manufacturer warranties and pursue claims directly with them.

Liability

No liability for data loss or indirect damages.
Our liability is limited to repair, replacement, or cost reimbursement.

Errors and Omissions

We may rescind contracts affected by errors.

Privacy

We collect personal information for service provision.
Information may be shared with service partners.

Website

We make no warranties for information on Our website.

Insurance

We maintain general liability insurance with a $5,000,000 aggregate.

Client Responsibilities

Service Requests

Must be lodged per the procedure in Appendix A.

Access

You must allow Us access to sites, systems, and personnel.

Third-Party Authorizations

You are responsible for enabling Us to work with Your providers.

Your Responsibility for Data Backup

You are responsible for purchasing and maintaining an approved data backup solution to protect your information. An approved backup solution is one that meets our technical and security standards and that we are able to support and manage as part of our services.

We will manage and monitor your approved backup solution where applicable.

If you choose not to have an active and approved backup solution in place, or you disable, alter, or fails to maintain the backups properly, you acknowledge and agree that we will not be liable for any loss, corruption, or destruction of data, regardless of cause.

You also agree to our Limitation of Liability, Indemnification & Related Provisions as outlined below.

Definition of Approved Data Backup

For the purposes of this agreement, “approved data backup” means one or more of the following:

· Image-based backups of all servers and key devices,

· Immutable backups that cannot be altered or deleted,

· Offline backups that are fully disconnected from the live environment, or

· Cloud-based backups with access secured by multi-factor authentication (MFA) and separate login credentials from the production environment.

· The backup solution must provide adequate coverage, retention, and security consistent with industry best practices and our operational standards.

Limitation of Liability, Indemnification & Related Provisions

Limitation of Liability

To the maximum extent permitted by applicable law, Lake Country OS, including its directors, officers, employees, contractors, and agents, shall not be liable to the Client for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, corruption of data, or business interruption, arising out of or in connection with this Agreement or the Services, even if Lake Country OS has been advised of the possibility of such damages.

This limitation applies regardless of the presence, absence, or failure of any backup, redundancy, or disaster recovery solution, and whether the claim is based in contract, tort (including negligence), strict liability, or any other legal theory.

Lake Country OS’s total cumulative liability to the Client for any and all claims arising from or related to this Agreement shall not exceed the total amount of fees paid by the Client to Lake Country OS for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this clause limits liability for gross negligence, willful misconduct, fraud, or any liability that cannot lawfully be excluded under applicable Canadian law.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Lake Country OS, its officers, employees, and contractors from and against any and all claims, demands, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:

(a) the Client’s use or misuse of the Services;

(b) any data, content, or software provided by the Client; or

Insurance

Lake Country OS shall maintain reasonable commercial liability insurance and professional errors and omissions coverage appropriate for managed IT service providers. Upon request, proof of such coverage shall be provided to the Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada, without regard to conflict of laws principles. The parties agree that the courts of Ontario shall have exclusive jurisdiction to resolve any disputes arising under this Agreement.

Payments

Invoices due per terms stated.
Late payments incur interest and collection fees.
Payment allocations and security requirements apply.

Non-Solicitation

You may not hire Our employees during or for two years after engagement.

Software

You are responsible for all software licensing.
We are not liable for unauthorised software usage or related issues.

Copyright and Confidentiality

You warrant all IP provided by You belongs to You.
We retain copyright in Work we create.
Both parties must maintain confidentiality.

Appendix A: Service Request Lodgement Process

Service requests must be lodged via Email, Web Portal, or Phone.

Include description, screenshots, and your contact details.

Requests must not be lodged directly with technicians.

After-Hours Requests

Must be lodged by phone and will incur charges. Non-urgent requests are handled on the next Business Day.

Artificial Intelligence (AI)

We may use AI as a tool to help analyze information, improve response and enhance the customer experience.

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