Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and NetCare360 Inc. ("Company," "we," "us," or "our") concerning your access to and use of our website and IT services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our website or use our services.

2. Services Provided

NetCare360 provides comprehensive IT and cybersecurity services, including but not limited to:

• Managed IT Services
• Cybersecurity Solutions
• Cloud Infrastructure Management
• Hardware Procurement and Management
• CCTV and Physical Security Systems
• IT Consulting and Strategic Planning
• Compliance and Risk Management

Specific service details, deliverables, and pricing will be outlined in separate Service Agreements or Statements of Work (SOW).

3. Service Agreements

All services provided by NetCare360 are subject to a formal Service Agreement or Statement of Work. The Service Agreement will specify:

• Scope of services
• Service levels and response times
• Pricing and payment terms
• Term and termination conditions
• Specific responsibilities of both parties

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the services covered.

4. Client Responsibilities

As a client of NetCare360, you agree to:

• Provide accurate and complete information necessary for service delivery
• Grant necessary access to systems, networks, and facilities as required
• Cooperate with our personnel and follow reasonable recommendations
• Maintain appropriate backups of your data (unless backup services are contracted)
• Notify us promptly of any security incidents or service issues
• Comply with all applicable laws and regulations
• Pay all fees in accordance with the agreed payment terms

5. Fees and Payment

5.1 Service Fees

Service fees will be specified in your Service Agreement. Fees may be charged on a monthly, per-user, per-device, project-based, or other basis as agreed.

5.2 Payment Terms

Unless otherwise specified, payment is due within 30 days of invoice date. Late payments may be subject to interest charges of 1.5% per month (or the maximum rate permitted by law, whichever is lower).

5.3 Fee Adjustments

We reserve the right to adjust our fees upon reasonable notice (typically 30-60 days). Continued use of our services after a fee increase constitutes acceptance of the new fees.

6. Confidentiality

Both parties acknowledge that they may have access to confidential information during the course of the business relationship. Both parties agree to:

• Maintain the confidentiality of all proprietary and confidential information
• Use confidential information only for the purposes of service delivery
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon termination of services

This confidentiality obligation shall survive termination of the service relationship.

7. Data Security and Privacy

We implement industry-standard security measures to protect client data and systems. However, you acknowledge that no security measures are 100% effective, and we cannot guarantee absolute security.

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8. Service Availability and Maintenance

While we strive to provide continuous service availability, we do not guarantee uninterrupted access to our services. We may perform scheduled maintenance and updates, for which we will provide reasonable advance notice when possible.

Specific uptime guarantees and service level agreements (SLAs) will be detailed in your Service Agreement.

9. Intellectual Property

9.1 Our Property

All intellectual property rights in our services, software, documentation, methodologies, and materials remain the exclusive property of NetCare360 or our licensors.

9.2 Client Property

You retain all ownership rights in your data, content, and pre-existing intellectual property. By using our services, you grant us a limited license to access and use your data solely for the purpose of providing services to you.

9.3 Work Product

Ownership of custom work product created specifically for you will be addressed in the applicable Service Agreement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NetCare360 shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption
• Our total liability for any claims arising out of or related to these Terms or our services shall not exceed the fees paid by you for the specific services giving rise to the claim during the 12 months preceding the claim
• We are not responsible for damages caused by factors outside our reasonable control, including client actions, third-party services, or force majeure events

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless NetCare360 and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights
• Your breach of applicable laws or regulations

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our website or services. Service Agreements will specify their own term and renewal provisions.

12.2 Termination

Either party may terminate a Service Agreement in accordance with its termination provisions. We may also terminate or suspend access to our services immediately if:

• You breach these Terms or your Service Agreement
• You fail to pay fees when due
• Your conduct poses a security or legal risk
• Required by law

12.3 Effect of Termination

Upon termination, you must immediately cease using our services and pay any outstanding fees. We will provide reasonable assistance in transitioning your data and systems, which may be subject to additional fees.

13. Warranties and Disclaimers

We warrant that we will provide our services in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14. Third-Party Services and Products

We may recommend or integrate third-party products and services (such as hardware, software, or cloud services). We are not responsible for the performance, availability, or support of third-party offerings. Your use of third-party products is subject to their respective terms and conditions.

15. Compliance

We assist clients in meeting various compliance requirements (PHIPA, PIPEDA, PCI-DSS, etc.) through our services. However, ultimate responsibility for compliance remains with you. We do not guarantee that our services will meet all your specific regulatory requirements unless explicitly stated in a Service Agreement.

16. Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.

16.2 Negotiation and Mediation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation. If negotiation fails, the parties may agree to mediation before pursuing other remedies.

16.3 Jurisdiction

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts located in Ottawa, Ontario, Canada.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services or infrastructure.

18. Miscellaneous

18.1 Entire Agreement

These Terms, together with any applicable Service Agreement and Privacy Policy, constitute the entire agreement between you and NetCare360 concerning our services.

18.2 Amendments

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after changes become effective constitutes acceptance of the updated Terms.

18.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18.4 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

18.5 Assignment

You may not assign or transfer these Terms or your Service Agreement without our prior written consent. We may assign our rights and obligations without restriction.

19. Contact Information

If you have any questions about these Terms, please contact us at:

NetCare360 Inc.
Email: legal@netcare360.com
Website: www.netcare360.com

20. Acknowledgment

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.