Terms of Service

1. About these terms

These Terms of Service ("Terms") are an agreement between Medeiros IT Consulting ("Medeiros IT", "we", "us", or "our") and the business or organization that uses our services ("Client", "you", or "your"). They apply to:

• Our websites, including medeirosit.com
• Managed IT services, including help desk, monitoring, patching, remote support, security, and device backup
• Projects and professional services, including custom software, migrations, and setup work
• Hardware we sell, configure, or support
• The myMedeirosIT portal and our remote support and backup software
• Subscriptions to our software products, such as Lawnlite and Strux, unless a product has its own terms

By signing an order form, statement of work, or service agreement that refers to these Terms, creating an account, or using our services, you agree to these Terms. If you accept them on behalf of an organization, you confirm that you have authority to bind that organization.

1.1 How our documents fit together

Your relationship with us may include several documents: an order form or quote, a statement of work, a service agreement, product-specific terms, a data processing agreement, and these Terms. Together they make up the "Agreement". If they conflict, the order of priority is: (1) a signed service agreement or data processing agreement, (2) the order form or statement of work, (3) product-specific terms, and (4) these Terms.

2. Definitions

• Services means everything described in section 1 that we provide to you.
• Order means an order form, quote, statement of work, online checkout, or subscription that you accept, describing the Services, quantities, fees, and term.
• Managed Devices means the computers, servers, network equipment, and other devices covered by your managed IT Services.
• Client Data means information you or your users provide to us or store in the Services, and information on Managed Devices and in the accounts we administer for you.
• Users means your employees, contractors, and others you authorize to use the Services.
• Third-Party Products means software, cloud services, licences, and hardware made by someone other than us, such as Microsoft 365 or Google Workspace.

3. Business use

The Services are for businesses and organizations, not for personal or household use. You confirm that you are using them for business purposes. If consumer protection laws apply to you despite this, nothing in these Terms limits the rights those laws give you.

4. Accounts and access

• You are responsible for your Users, for keeping sign-in details secure, and for all activity under your accounts.
• You must give us accurate information and keep it up to date, including a primary contact who can approve work and make decisions for your organization.
• Tell us promptly if you suspect unauthorized access to an account, a Managed Device, or the Services.
• We may require multi-factor authentication and other reasonable security measures.
• When someone leaves your organization, you are responsible for asking us to remove their access, and we will do so promptly after you ask.

5. Managed IT services

5.1 What is included

Your Order describes your plan, the number of people or devices covered, what is included, and any service targets. We will provide the managed IT Services with reasonable skill and care, following good industry practice.

5.2 What is not included

Unless your Order says otherwise, the following are outside your plan and will be quoted separately before we begin: hardware and Third-Party Product costs; projects such as migrations, office moves, new installations, and major upgrades; onsite time beyond the hours in your plan; work outside our service area; recovery of data that was not covered by a backup; work on devices or software that are not supported by their manufacturer; and repairs needed because of misuse, accident, or changes made by someone other than us.

5.3 Response targets and hours

Response targets in your Order are measured during our business hours unless your Order says otherwise. They are targets we work to meet, not guarantees of how long a fix will take, unless your Order includes a service level commitment with specific remedies. In that case, those remedies are your sole remedy for missing the commitment.

5.4 Onsite work

Onsite hours are available in the service area stated in your Order and are scheduled with you in advance. You will give our staff safe access to your premises, a suitable place to work, and someone who can make decisions. Unused onsite hours do not carry over unless your Order says so.

5.5 Your responsibilities

For managed IT Services to work, you agree to:

• Give us the administrative access, credentials, and information we reasonably need
• Keep Managed Devices connected to the internet and our monitoring software installed and running
• Use properly licensed software and hardware still supported by its manufacturer, or accept that we can offer only limited, best-effort support for it
• Follow reasonable security recommendations we give you, or accept the risk in writing if you decide not to
• Tell us before making significant changes to your systems yourself, or asking another provider to
• Report problems through the channels we give you, such as the portal, phone, or email
• Be responsible for devices, systems, and data that are not covered by your Order

5.6 Remote access and monitoring

You authorize us to install monitoring, management, security, remote support, and backup software on Managed Devices, and to access those devices and the accounts we administer, remotely or onsite, to provide the Services. You confirm that you have the right to give us this access, and that you have told your Users that your organization's devices and accounts are managed and monitored, as required by law. We access Client Data only as needed to provide the Services, and we log administrative and remote access.

5.7 Device backup

When your plan includes device backup, we back up the data on covered devices within the storage allocation in your Order. Backups depend on devices being switched on and connected, and some files, such as open system files or files you exclude, may not be backed up. We monitor backups and will tell you when a device is not backing up as expected, but we cannot guarantee that every file can be recovered. You are responsible for identifying important data that is stored outside covered devices, such as on personal devices or in services we do not back up, and for asking us to protect it.

5.8 Security services

We use recognised tools and practices to reduce security risks, but no service can prevent every cyber attack, data loss, or outage. Security incidents caused by attackers, malicious software, or the actions of your Users are not a breach of the Agreement by us. If an incident happens, we will work with you to contain and recover from it. Incident response work beyond your plan is billed at our then-current rates, and we will tell you before that work begins, unless waiting would put your systems at greater risk.

5.9 Text messages

Medeiros IT text messages are part of our managed IT and support services. When you or one of your Users agrees to receive them, either with the checkbox in myMedeirosIT or by saying yes when we ask on a support call, we text support verification codes, support ticket updates and replies, appointment and onsite visit reminders, hardware installation dates, and invoices to the mobile number provided.

• Message frequency varies.
• Message and data rates may apply.
• Reply HELP for help. Reply STOP to opt out at any time. After you reply STOP, we send one message confirming you have opted out and no further texts. Reply START to opt back in.
• For help, email support@medeirosconsulting.ca or visit medeirosit.com/about.
• Carriers are not liable for delayed or undelivered messages.
• Our Privacy Policy explains how we handle your mobile number and consent.

6. Projects and professional services

Projects are described in a statement of work or quote that sets out scope, deliverables, timeline, assumptions, and fees. Changes to scope must be agreed in writing and may change the fees and timeline. Estimates are our best judgement and are not fixed prices unless the statement of work says so. If a statement of work includes an acceptance step, deliverables are accepted when you confirm acceptance, when you do not report a material problem within ten business days of delivery, or when you start using them in normal business, whichever comes first.

7. Software subscriptions

7.1 Your subscription

Subject to the Agreement and payment of fees, we give you a non-exclusive, non-transferable right for your Users to use our software products during your subscription term, for your internal business purposes, within the limits in your Order, such as the number of users, vehicles, or devices.

7.2 Product changes

We continually improve our products. We may add, change, or remove features, but we will not materially reduce the core functionality of a paid subscription during its current term. If we make a change that significantly affects how you use a product, we will give you reasonable notice.

7.3 Availability

We aim to keep our products available at all times, but they may occasionally be unavailable because of maintenance, updates, or events outside our control. We will try to schedule planned maintenance outside business hours and give notice of significant planned downtime.

7.4 Beta features

We may offer features labelled as beta, preview, or early access. They are provided as they are, may change or be withdrawn, and are not covered by any service commitments.

8. Hardware

• Prices and orders. Hardware prices are set out in your quote and may change until you accept it, because supplier prices change. Delivery dates are estimates.
• Ownership and risk. Ownership of hardware passes to you when we receive full payment. Risk of loss passes to you on delivery or, when we install it, on installation.
• Warranty. Hardware is covered by the manufacturer's warranty, and we will help you make warranty claims. Unless your Order says otherwise, we do not give our own warranty on third-party hardware. Configuration and installation work we perform is covered by section 15.
• Returns. Unopened hardware may be returned within 14 days of delivery, subject to the supplier's return policy and any restocking fee. Opened, configured, special-order, or custom-branded hardware cannot be returned, except under the manufacturer's warranty.
• Rented or included hardware. If hardware is provided as part of a subscription rather than sold, it remains our property and must be returned in good condition, apart from normal wear, when the subscription ends.

9. Third-Party Products

We may resell, provision, or manage Third-Party Products for you. They are governed by their makers' own terms, which you agree to when you use them, and their makers are responsible for how they work. Their prices, features, and availability may change, and we will pass on price changes made by the maker with as much notice as we can. Some licences are bought for fixed terms and cannot be reduced or cancelled until the term ends, and you remain responsible for those costs. We are not liable for failures or outages of Third-Party Products, but we will work with the maker to help resolve them when they affect the Services.

10. Fees, billing, and taxes

• Fees. You agree to pay the fees in your Order. Recurring fees are billed monthly in advance unless your Order says otherwise. Hourly and project work is billed as described in your Order, and reasonable pre-approved expenses are billed at cost.
• Changes in quantity. For plans priced per person, device, user, or vehicle, your fees follow the quantity in use. Additions are billed from the date they are added. Reductions take effect from the next billing period, subject to any minimum in your Order.
• Payment. Invoices are due within the period stated on them, or 15 days if none is stated. Where you pay by card or pre-authorized debit, you authorize us and our payment processor to charge your payment method for amounts due. We do not store full card numbers.
• Taxes. Fees do not include taxes. You are responsible for applicable sales taxes such as GST, HST, and QST, except taxes on our income.
• Late payment. Overdue amounts bear interest at 1.5% per month (19.56% per year), or the maximum rate allowed by law if lower. If an amount is more than 15 days overdue, we may suspend non-essential Services after giving you written notice. You are responsible for reasonable costs of collecting overdue amounts.
• Disputes. If you disagree with an invoice, tell us in writing within 30 days of the invoice date. We will work with you in good faith to resolve it, and you must pay the undisputed part on time.
• Price changes. We may change our prices with at least 30 days' notice. For fixed-term agreements, a price change takes effect at the start of the next term unless it is a pass-through of a Third-Party Product price change.

11. Term, renewal, and cancellation

11.1 Managed IT agreements

Managed IT Services have an initial term stated in your Order, typically 12 months. Unless your Order says otherwise, the agreement renews for further 12-month terms unless either of us gives written notice at least 30 days before the end of the current term. If you end a managed IT agreement early for convenience, you must pay the monthly fees for the remainder of the current term at the quantity in effect when you give notice, unless your Order provides a different early termination fee.

11.2 Software subscriptions

Unless your Order says otherwise, software subscriptions are month to month and renew automatically. You can cancel at any time from your account or by contacting us, and cancellation takes effect at the end of the current billing period. Annual subscriptions renew for another year unless cancelled before the renewal date.

11.3 Refunds

Fees already paid are not refundable, except where these Terms or your Order say otherwise or where the law requires it. For a first paid subscription to one of our software products, you may request a full refund within 14 days of the initial charge. We will also refund any fees charged in error.

11.4 Ending the agreement for cause

Either of us may end the Agreement or an Order with written notice if the other materially breaches it and does not fix the breach within 30 days of being notified, or immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed. If you end the Agreement because of our uncured material breach, we will refund any prepaid fees for Services not yet provided.

11.5 Suspension

We may suspend all or part of the Services, with notice where practical, if your use poses a security risk to us, our other clients, or the public; if you breach section 13 (acceptable use); if required by law; or for non-payment as described in section 10. We will restore the Services promptly once the issue is resolved.

12. When the relationship ends

When a managed IT agreement ends, and provided your account is paid up, we will:

• Give you the administrative credentials, documentation, and configuration records we hold for your systems
• Transfer administration of your accounts and licences to you or a provider you choose, where the licence terms allow
• Remove our monitoring, remote support, and backup software from Managed Devices, or give you instructions to do so
• Keep your device backups available for 30 days so you can restore or move them, after which we delete them

For software subscriptions, you can export your Client Data during the subscription and for 30 days after it ends. After that period, we delete Client Data from our active systems, and remaining copies in backups are deleted on their normal cycle.

Transition assistance beyond these steps, such as migrating data to a new provider, is available at our then-current rates. We may keep information we are required by law to keep, such as billing records.

13. Acceptable use

You and your Users must not:

• Use the Services to break the law, infringe anyone's rights, or harm others
• Send spam or unsolicited messages, or messages that break anti-spam laws
• Upload or spread malicious software, or use the Services to attack or gain unauthorized access to any system
• Try to bypass security, access other clients' data, or probe or test our systems for vulnerabilities without our written permission
• Reverse engineer, decompile, or copy our software, except as the law expressly allows or an open source licence permits
• Resell, sublicense, or provide the Services to others, except as your Order allows
• Interfere with the operation of the Services, or place an unreasonable load on them
• Use our remote support tools to access devices you are not authorized to access

14. Client Data

• Ownership. You own your Client Data. We claim no ownership of it.
• Our use. You give us permission to host, copy, process, transmit, and display Client Data as needed to provide, secure, and support the Services, and as you instruct. We will not use Client Data for any other purpose, and we will not sell it.
• Your responsibility. You are responsible for the accuracy and lawfulness of Client Data, and for having the rights, notices, and consents needed for us to process it.
• Privacy. Our Privacy Policy explains how we handle personal information. When we process personal information on your behalf, we do so as your service provider, and we will sign a data processing agreement on request.
• Aggregated data. We may create aggregated or de-identified information that does not identify you, your Users, or any individual, and use it to operate and improve our services.
• Legal requests. If we receive a legal demand for Client Data, we will refer the request to you where possible and tell you about it unless the law prevents us.

15. Confidentiality

Each of us may receive confidential information from the other, such as business plans, pricing, system details, credentials, and Client Data. The receiving party will use it only for the purposes of the Agreement, protect it with at least reasonable care, and share it only with its staff, contractors, and advisors who need to know it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose confidential information when required by law, after giving the other party notice where permitted. These obligations continue for five years after the Agreement ends, and for as long as the information remains a trade secret or includes credentials or Client Data.

16. Intellectual property

• Our property. We and our licensors own our software, products, websites, tools, templates, scripts, documentation methods, and know-how, including improvements to them. Except for the rights we expressly give you, these Terms do not transfer any intellectual property to you.
• Custom work. Unless a statement of work says otherwise, when you have paid in full, you own the deliverables we create specifically for you. We keep ownership of our pre-existing materials and general tools and know-how, and we give you a perpetual, non-exclusive licence to use any of them that are built into your deliverables, for your internal business purposes.
• Documentation of your systems. The documentation we create about your environment, such as network diagrams, asset lists, and credentials, is provided to you when the relationship ends, as described in section 12.
• Open source. Some of our software includes open source components, which are licensed under their own terms. Where an open source licence requires it, we make the corresponding source code available.
• Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

17. Warranties

We warrant that we will provide the Services with reasonable skill and care, in line with good industry practice, and that our software will perform materially as described in its documentation. If we do not meet this warranty, tell us within 30 days and we will re-perform the work or fix the problem. If we cannot do that within a reasonable time, either of us may end the affected Service and we will refund the fees you paid for the part that did not conform. This is your sole remedy for breach of this warranty.

Except as expressly stated in the Agreement, and to the fullest extent permitted by law, the Services, Third-Party Products, and beta features are provided "as is" and "as available". We disclaim all other warranties and conditions, whether express, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all data can always be recovered.

18. Limitation of liability

To the fullest extent permitted by law:

• Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, loss of business opportunity, or loss of goodwill, even if advised they were possible.
• Our total liability arising out of or relating to the Agreement is limited to the fees you paid us for the affected Services in the 3 months before the event that gave rise to the claim.
• We are not liable for loss or corruption of data except to the extent caused by our breach of the Agreement, and our liability for it is limited to making reasonable efforts to restore the data from the most recent available backup we maintain for you.

These limits do not apply to your obligation to pay fees, to either party's liability for breach of section 15 (confidentiality), to a party's indemnity obligations, or to liability for fraud, gross negligence, or wilful misconduct, or any other liability that cannot be limited by law.

19. Indemnities

• By us. We will defend you against any third-party claim that our software, as provided by us and used under the Agreement, infringes that party's intellectual property rights, and pay any resulting damages awarded or settlement we agree to. If such a claim arises, we may obtain the right for you to continue using the software, modify it so it no longer infringes, or end the affected subscription and refund prepaid fees. This does not apply to claims caused by Client Data, Third-Party Products, combinations with things we did not provide, or modifications not made by us.
• By you. You will defend us against any third-party claim arising from Client Data, your or your Users' breach of section 13, or your instructions to us, and pay any resulting damages awarded or settlement you agree to.
• Process. The party seeking protection must promptly notify the other, give it control of the defence and settlement, and provide reasonable cooperation. No settlement that requires an admission or payment by the protected party may be made without its consent.

20. Non-solicitation

During the Agreement and for 12 months after it ends, you will not directly hire or engage any of our employees who provided the Services to you, without our written consent. If you do, you will pay us a placement fee equal to 25% of that person's first-year compensation. General job postings not directed at our staff are not a breach of this section.

21. Events outside our control

Neither of us is responsible for a delay or failure to perform, other than payment obligations, caused by events outside its reasonable control, such as natural disasters, power or internet outages, failures of third-party providers, labour disputes, epidemics, government action, war, or large-scale cyber attacks. The affected party will notify the other and resume performance as soon as reasonably possible.

22. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date. If a change materially affects your rights, we will give you at least 30 days' notice by email or in the portal. For fixed-term agreements, material changes take effect at the start of your next term unless you agree otherwise, or unless the change is required by law. Continuing to use the Services after a change takes effect means you accept the updated Terms.

23. General

• Governing law. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts located in Ottawa, Ontario have exclusive jurisdiction over any dispute, and each of us agrees to their jurisdiction. Before starting legal proceedings, each of us will first try in good faith to resolve the dispute through discussion between senior representatives for at least 30 days.
• Notices. We may give you notices by email to your primary contact, in the portal, or in the product. You may give us notices by email to hello@medeirosconsulting.ca. Notices of breach or termination must be sent by email with a request for confirmation of receipt.
• Assignment. You may not assign the Agreement without our written consent, which we will not unreasonably withhold. We may assign it to an affiliate or to a successor in a merger, acquisition, or sale of the relevant part of our business, with notice to you.
• Subcontractors. We may use subcontractors to deliver parts of the Services. We remain responsible for their work.
• Independent parties. We are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship.
• Entire agreement. The Agreement is the entire agreement between us about its subject and replaces all earlier discussions and proposals. Terms in your purchase orders or other documents do not apply, even if we accept or sign them.
• Severability and waiver. If any part of the Agreement is found unenforceable, the rest stays in effect. A failure to enforce a right is not a waiver of it.
• Survival. Sections that by their nature should continue after the Agreement ends do so, including those on fees owed, Client Data, confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, non-solicitation, and governing law.
• Language. The parties have required that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

24. Contact us

Questions about these Terms can be sent to:

Medeiros IT Consulting
Ottawa, Ontario, Canada
Email: hello@medeirosconsulting.ca
Phone: 1-855-455-8130