Terms of Service

Please read these Terms of Service ("Terms") carefully before using the services provided by WiseTech Inc. ("WiseTech", "we", "us", or "our"). By engaging our services, signing a service agreement, or using our website at wisetech.ca, you agree to be bound by these Terms.

If you do not agree to these Terms, please do not use our services or website.

--- ## 1. About WiseTech WiseTech Inc. is a managed IT services provider incorporated in Ontario, Canada, with its principal place of business at 750-2 Robert Speck Parkway, Mississauga, Ontario, L4Z 1H8. Contact: [Info@wisetech.ca](mailto:Info@wisetech.ca) | 888-445-9473 --- ## 2. Services WiseTech provides managed IT services to business clients, including but not limited to: - Managed IT support and helpdesk services - Cybersecurity services (endpoint protection, email security, awareness training) - Backup and disaster recovery - Cloud solutions and migrations (Microsoft 365, Google Workspace) - Network and infrastructure management - IT consulting and virtual CIO (vCIO) services - VoIP and unified communications - CCTV and surveillance installation and support The specific services, scope, pricing, and service level commitments applicable to each client are set out in a separate **Master Service Agreement (MSA)** and/or **Statement of Work (SOW)** signed between WiseTech and the client. In the event of any conflict between these Terms and a signed MSA, the MSA shall prevail. --- ## 3. Eligibility Our services are intended for business clients. By engaging WiseTech, you represent that: - You are at least 18 years of age - You have the legal authority to enter into agreements on behalf of your organisation - Your use of our services complies with all applicable Canadian laws and regulations --- ## 4. Client Obligations As a client of WiseTech, you agree to: - Provide accurate and complete information necessary for us to deliver services - Grant WiseTech reasonable access to your systems, networks, and premises as required to perform the services - Designate an authorised representative to communicate with WiseTech on your behalf - Maintain valid software licences for all applications in your environment - Pay all invoices in accordance with the payment terms in your service agreement - Notify WiseTech promptly of any changes to your environment, personnel, or business circumstances that may affect service delivery --- ## 5. Fees and Payment ### 5.1 Pricing Fees for managed IT services are set out in your signed service agreement. Our standard pricing is available at [wisetech.ca/pricing](/pricing). All prices are in Canadian dollars and exclude applicable taxes (HST). ### 5.2 Invoicing WiseTech invoices clients monthly in advance for recurring managed services. One-time project fees and additional work are invoiced upon completion or as agreed in a separate SOW. ### 5.3 Payment Terms Payment is due within **30 days** of the invoice date unless otherwise agreed in writing. WiseTech reserves the right to charge interest on overdue amounts at the rate of **1.5% per month** (18% per annum) on any outstanding balance. ### 5.4 Taxes All fees are subject to applicable Canadian federal and provincial taxes, including HST. WiseTech will include applicable taxes on all invoices. ### 5.5 Price Changes WiseTech may adjust pricing with **60 days' written notice**. Continued use of services after the notice period constitutes acceptance of the new pricing. --- ## 6. Term and Termination ### 6.1 Agreement Term Service agreements are month-to-month unless a fixed term is agreed in writing. Annual contracts are eligible for discounted pricing as set out in our pricing schedule. ### 6.2 Termination by Client You may terminate your service agreement with **30 days' written notice**. All outstanding fees for services delivered up to the termination date remain payable. ### 6.3 Termination by WiseTech WiseTech may terminate or suspend services with **30 days' written notice**, or immediately if: - You fail to pay invoices within 60 days of the due date - You breach any material term of these Terms or your service agreement - Continued service would violate applicable law ### 6.4 Effect of Termination Upon termination, WiseTech will provide reasonable cooperation to facilitate a transition to a new provider. Any prepaid fees for services not yet delivered will be refunded on a pro-rated basis. --- ## 7. Confidentiality Both parties acknowledge that in the course of the service relationship, each may have access to confidential information of the other. Each party agrees to: - Keep confidential information strictly confidential - Use confidential information only for the purpose of performing obligations under the service agreement - Not disclose confidential information to third parties without prior written consent, except as required by law This obligation survives termination of the service agreement for a period of **three (3) years**. --- ## 8. Intellectual Property ### 8.1 Client Data All data, systems, and intellectual property belonging to you remain your property. WiseTech does not claim ownership of any client data or systems accessed in the course of providing services. ### 8.2 WiseTech Materials All tools, methodologies, documentation, and materials developed by WiseTech remain the property of WiseTech. We grant clients a limited, non-transferable licence to use any documentation produced specifically for their account. --- ## 9. Limitation of Liability ### 9.1 Disclaimer WiseTech provides services on a commercially reasonable efforts basis. We do not warrant that our services will be error-free or uninterrupted. **ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE CANADIAN LAW.** ### 9.2 Limitation To the maximum extent permitted by law, WiseTech's total liability to you for any claims arising from or related to our services shall not exceed the **total fees paid by you to WiseTech in the three (3) months immediately preceding the event giving rise to the claim.** ### 9.3 Exclusion of Consequential Damages In no event shall WiseTech be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if WiseTech has been advised of the possibility of such damages. ### 9.4 Exceptions The limitations above do not apply to: - Damages arising from WiseTech's gross negligence or wilful misconduct - Death or personal injury caused by WiseTech's negligence - Any liability that cannot be excluded under applicable Canadian law --- ## 10. Indemnification You agree to indemnify and hold harmless WiseTech, its directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: - Your breach of these Terms or your service agreement - Your violation of any applicable law or regulation - Third-party claims arising from your use of our services --- ## 11. Data and Privacy WiseTech's collection and use of personal information is governed by our [Privacy Policy](/privacy), which forms part of these Terms. By engaging our services, you consent to WiseTech's privacy practices as described therein. Where WiseTech processes personal information on your behalf as part of managed IT services, the parties acknowledge that WiseTech acts as a **data processor** and the client acts as a **data controller** under applicable Canadian privacy law. Additional data processing terms may be set out in your MSA. --- ## 12. Acceptable Use You agree not to use WiseTech's services or website to: - Violate any applicable Canadian or provincial law - Transmit malicious code, viruses, or harmful data - Infringe the intellectual property rights of any third party - Harass, threaten, or harm any individual or organisation - Gain unauthorised access to any computer system or network --- ## 13. Force Majeure Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, pandemics, power outages, internet service disruptions, or other events outside the affected party's control. The affected party shall notify the other as soon as reasonably practicable. --- ## 14. Governing Law and Dispute Resolution These Terms and any service agreements between you and WiseTech are governed by the laws of the **Province of Ontario** and the federal laws of Canada applicable therein, without regard to conflict of law principles. ### 14.1 Dispute Resolution Both parties agree to attempt to resolve any dispute informally by contacting the other party in writing and allowing 30 days for a good-faith resolution. ### 14.2 Jurisdiction If a dispute cannot be resolved informally, both parties submit to the exclusive jurisdiction of the courts of the **Province of Ontario**, sitting in the City of Mississauga or Toronto. --- ## 15. Entire Agreement These Terms, together with any signed Master Service Agreement, Statement of Work, and our Privacy Policy, constitute the entire agreement between you and WiseTech with respect to our services and supersede all prior agreements, representations, or understandings. --- ## 16. Severability If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. --- ## 17. Waiver Failure by WiseTech to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future. --- ## 18. Changes to These Terms WiseTech may update these Terms from time to time. We will notify existing clients of material changes by email. Changes take effect 30 days after notice. Continued use of our services after that period constitutes acceptance. The current version is always available at [wisetech.ca/terms](/terms). --- ## 19. Contact If you have any questions about these Terms, please contact us: **WiseTech Inc.** 750-2 Robert Speck Parkway Mississauga, ON L4Z 1H8 Email: [Info@wisetech.ca](mailto:Info@wisetech.ca) Phone: 888-445-9473