Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and CyberLeda ("CyberLeda," "we," "us," or "our") governing your use of our managed IT services, cybersecurity services, and website.

By engaging our services, accessing our website, or signing a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use our services.

2. Service Description

CyberLeda provides professional managed IT services and cybersecurity solutions to businesses in the Hamilton, Ontario region and surrounding Golden Horseshoe area, including:

• Managed IT Services: Network monitoring, system maintenance, help desk support, user management
• Cybersecurity Services: Endpoint protection, threat detection and response, security monitoring (SOC), ransomware prevention
• Cloud Services: Microsoft 365 management, Azure configuration, cloud migrations
• Backup & Recovery: Data backup solutions, disaster recovery planning, business continuity
• Compliance Support: Assistance with regulatory compliance (PIPEDA, cyber insurance requirements)

Specific services are detailed in your Master Service Agreement (MSA) and Statement of Work (SOW).

3. Service Tiers & Pricing

3.1 Service Plans

We offer three primary service tiers:

• Core Secure: Essential protection and reliable support ($235 CAD per user/month)
• Security-First Managed: Comprehensive protection with 24/7 SOC monitoring ($315 CAD per user/month)
• Compliance & Governance: Full compliance support and strategic IT governance ($395 CAD per user/month)

All pricing is in Canadian dollars (CAD) and subject to applicable taxes (HST).

3.2 Pricing Structure

• Per-User Pricing: Monthly fees based on the number of active users/endpoints
• Minimum Commitment: 5 users minimum for all plans
• Founding Client Discount: 15% off for the first 25 clients who sign annual contracts (if applicable)

3.3 Additional Services

Services not included in your plan may be billed separately:

• On-site visits beyond included hours
• Major projects (network redesigns, migrations)
• Hardware procurement and installation
• After-hours emergency support (outside business hours)

Additional services require written approval and will be billed at our standard hourly rates or project quotes.

4. Service Level Agreement (SLA)

4.1 SLA Exclusions

Our SLA does not cover issues caused by:

• Internet service provider (ISP) outages
• Third-party software or services beyond our control
• Client actions contrary to our recommendations
• Force majeure events (natural disasters, pandemics, etc.)
• Unauthorized changes to systems by client staff or other vendors

5. Client Responsibilities

To ensure effective service delivery, clients agree to:

5.1 Cooperation & Access

• Provide timely access to systems, networks, and facilities as needed
• Designate a primary point of contact for service communications
• Respond promptly to our requests for information or approvals
• Follow security policies and procedures we establish

5.2 Security & Compliance

• Implement multi-factor authentication (MFA) when recommended
• Use strong passwords and follow password policies
• Report suspected security incidents immediately
• Participate in security awareness training
• Maintain physical security of devices and premises

5.3 Data & Backups

• Maintain accurate inventory of critical data and systems
• Test backup restorations as recommended
• Inform us of any changes to infrastructure or business operations

5.4 Third-Party Services

• Maintain active licenses for Microsoft 365, antivirus, and other software
• Provide credentials and access to third-party services as needed
• Notify us before engaging other IT service providers

6. Payment Terms

6.1 Billing

• Invoicing: Monthly in advance for recurring services
• Payment Due: Net 15 days from invoice date
• Payment Methods: Pre-authorized debit (PAD), credit card, or cheque
• Late Payments: 2% monthly interest on overdue balances

6.2 Fee Adjustments

We reserve the right to adjust fees annually with 60 days' written notice. Fee increases will not exceed 5% per year unless significant scope changes occur.

6.3 Suspension of Services

Accounts more than 30 days overdue may result in:

• Suspension of non-critical services
• Removal of access credentials
• Collection proceedings

Critical security services will be maintained during payment disputes to protect your data.

7. Contract Term & Termination

7.1 Initial Term

• Standard Contracts: 12-month initial term
• Month-to-Month: Available after initial term or at higher rates
• Auto-Renewal: Contracts automatically renew for successive 12-month terms unless terminated

7.2 Termination by Client

• Notice Required: 60 days' written notice
• Early Termination Fee: 50% of remaining contract value if terminated before end of initial term
• Offboarding: We provide 30 days of transition support to your new provider

7.3 Termination by CyberLeda

We may terminate services immediately for:

• Non-payment exceeding 60 days
• Client breach of material terms
• Illegal, unethical, or abusive conduct
• Refusal to implement critical security measures after repeated requests

For non-payment issues, we provide 30 days' notice before termination.

7.4 Upon Termination

• Client must pay all outstanding invoices
• We will securely return or destroy client data per your instructions
• Client access to our systems and portals will be revoked
• We will provide final documentation and handover materials

8. Data Ownership & Confidentiality

8.1 Client Data

You retain full ownership of your business data. We access your data only to provide services and will:

• Treat all client data as confidential
• Not use client data for any purpose except service delivery
• Return or securely destroy data upon contract termination
• Comply with all applicable privacy laws (PIPEDA)

8.2 Confidentiality

Both parties agree to keep confidential information private, including:

• Business operations, strategies, and financial information
• Technical configurations and security measures
• Passwords, credentials, and access codes
• Terms of this agreement (unless required by law)

8.3 Data Security

We implement industry-standard security measures to protect your data. For full details, see our Privacy Policy.

9. Limitation of Liability

9.1 Service Limitations

While we strive for excellence, we cannot guarantee:

• 100% prevention of all security threats or data breaches
• Zero downtime (some maintenance and updates require planned outages)
• Compatibility with all third-party software and services
• Recovery of data not covered by backup retention policies

9.2 Liability Cap

To the maximum extent permitted by Ontario law, our total liability for any claim arising from services will not exceed:

• Direct Damages: The lesser of (a) the fees paid by Client in the 12 months preceding the claim, or (b) $50,000 CAD
• Indirect Damages: We are not liable for consequential, incidental, special, or punitive damages, including lost profits, lost revenue, or lost data

9.3 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct by CyberLeda
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Claims that cannot be limited under Ontario law

10. Warranties & Disclaimers

10.1 Our Warranties

We warrant that services will be performed:

• By qualified technicians with industry certifications
• In a professional and workmanlike manner
• In compliance with applicable laws and industry standards

10.2 Disclaimer of Other Warranties

Except as explicitly stated, services are provided "AS IS" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10.3 Third-Party Products

We do not warrant third-party products, software, or services. Manufacturer warranties apply where available.

11. Indemnification

11.1 Client Indemnification

Client agrees to indemnify and hold CyberLeda harmless from claims arising from:

• Client's breach of these Terms
• Client's violation of laws or third-party rights
• Unauthorized use of systems or services
• Content, data, or materials provided by Client

11.2 CyberLeda Indemnification

CyberLeda agrees to indemnify Client from claims that our services infringe third-party intellectual property rights, provided Client:

• Promptly notifies us of the claim
• Allows us to control the defense
• Cooperates reasonably with our defense efforts

12. Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond reasonable control, including:

• Natural disasters (floods, earthquakes, fires)
• Pandemics or public health emergencies
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Power outages or infrastructure failures

If a force majeure event prevents performance for more than 30 days, either party may terminate the agreement without penalty.

13. Intellectual Property

13.1 CyberLeda IP

We retain all rights to:

• Our proprietary tools, scripts, and methodologies
• Documentation, templates, and best practices we create
• Our brand, trademarks, and website content

13.2 Client IP

You retain all rights to your business data, content, and intellectual property.

13.3 License Grant

During the contract term, we grant you a non-exclusive, non-transferable license to use our client portal and any tools we provide for service delivery.

14. Changes to Services & Terms

14.1 Service Changes

We may modify, enhance, or discontinue services with reasonable notice. Material changes affecting your plan will be communicated at least 30 days in advance.

14.2 Terms Updates

We may update these Terms periodically. Continued use of services after changes constitutes acceptance. Significant changes will be communicated via email with 30 days' notice.

15. Dispute Resolution

15.1 Negotiation

Parties agree to attempt good-faith negotiation for 30 days before pursuing legal action.

15.2 Mediation

If negotiation fails, parties agree to non-binding mediation under the rules of the ADR Institute of Canada.

15.3 Governing Law & Jurisdiction

• Governing Law: Laws of the Province of Ontario and Canada
• Jurisdiction: Courts of Hamilton, Ontario
• Language: English

16. General Provisions

16.1 Entire Agreement

These Terms, together with your MSA and SOW, constitute the entire agreement and supersede all prior discussions, agreements, or understandings.

16.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

16.3 Waiver

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

16.4 Assignment

You may not assign this agreement without our written consent. We may assign to an affiliate or in connection with a merger or acquisition.

16.5 Notices

All notices must be in writing and sent to:

• Email: legal@cyberleda.com
• Mail: CyberLeda, Hamilton, ON

17. Contact Information