Master Services Agreement (MSA)

1. Scope of Agreement

This Agreement governs the delivery of services, software licensing, configuration, and ongoing support by the Company to the Client. Specific terms related to a project or service engagement may be outlined in separate Order Forms or Statements of Work (SOWs), which shall incorporate and be governed by this Agreement.

2. Services

Company will provide the Client with:

• Access to third-party and/or proprietary SaaS tools;
• Configuration, onboarding, and management services;
• Ongoing support and consultation;
• Other services as agreed upon in an Order Form or SOW.

3. Term and Termination

This Agreement shall remain in effect until terminated by either party with 30 days' written notice. Termination of this Agreement will not affect any active Order Forms or obligations incurred prior to termination.

4. Fees and Payment

Client agrees to pay all fees as outlined in the applicable Order Form or invoice. Unless otherwise stated, fees are due within 30 days of invoice. Late payments may incur interest charges at 1.5% per month.

5. Intellectual Property

Company retains all rights to any proprietary tools, content, or deliverables developed or licensed under this Agreement, unless otherwise agreed in writing. Client may not reproduce or distribute Company IP without prior written consent.

6. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information exchanged. This obligation survives termination of the Agreement.

7. Data Access and Use

Client data and logs accessed or managed by Company will be handled in accordance with applicable data protection laws and the Company's Privacy Policy. Data ownership remains with the Client.

8. Third-Party Services

The Client acknowledges that some services are resold or dependent on third-party vendors. These are subject to the vendor's EULAs or SLAs. Company is not liable for vendor-side failures.

9. Limitation of Liability

Company's liability for any claim under this Agreement is limited to the total amount paid by Client in the past 12 months. Company shall not be liable for indirect, incidental, or consequential damages.

10. Indemnification

Client agrees to indemnify and hold harmless the Company against any claims arising from the Client's misuse of the services.

11. Governing Law

This Agreement shall be governed by the laws of Ontario, and any disputes shall be resolved in the courts of Ontario.

12. Miscellaneous

• This Agreement, together with any Order Forms or SOWs, represents the entire understanding.
• No waiver shall be effective unless in writing.
• If any provision is found invalid, the remainder remains enforceable.