Terms and Conditions

01 About AlecTech

AlecTech Inc. is a Canadian Managed Service Provider (MSP) and Managed Security Service Provider (MSSP) headquartered in Mississauga, Ontario. AlecTech provides a range of technology and cybersecurity services to small and mid-sized businesses, enterprises, and public-sector organizations across Ontario and Canada, including but not limited to:

• Managed IT Services — helpdesk, infrastructure management, cloud services, and co-managed IT
• Managed Security Services — endpoint detection and response, vulnerability management, firewall management, and security monitoring
• Themis — an AI-powered SOC augmentation and security operations platform
• BreachGuard — a privacy breach lifecycle management solution
• ARGUS — a counter-drone and unmanned aerial systems (C-UAS) intelligence platform
• Governance, Risk, and Compliance advisory and consulting services
• Microsoft 365 and cloud productivity management
• Professional IT and cybersecurity services engagements

Each service may be governed by a separate Master Service Agreement (MSA), Statement of Work (SOW), or Managed Services Agreement entered into between AlecTech and the Client. In the event of any conflict between those agreements and these Terms, the executed service agreement shall prevail.

02 Acceptance of Terms

These Terms constitute a legally binding agreement. By using the Site or engaging AlecTech for services, you represent and warrant that:

• You are at least 18 years of age;
• You have the legal authority to enter into binding agreements on behalf of yourself or the organization you represent;
• You will use AlecTech's services only for lawful purposes and in compliance with all applicable laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), Canada's Anti-Spam Legislation (CASL), the Criminal Code of Canada, and applicable provincial law;
• All information you provide to AlecTech is accurate, current, and complete.

03 Services

3.1 Scope of Services

The specific services provided to each Client are defined in an executed service agreement. AlecTech reserves the right to modify, suspend, or discontinue any service offering at any time, with reasonable notice to affected Clients.

3.2 Service Standards

AlecTech will perform all services:

• In a professional and workmanlike manner consistent with industry standards;
• Using qualified personnel with appropriate expertise;
• In material compliance with all applicable Canadian federal and provincial laws and regulations.

3.3 Client Responsibilities

The Client agrees to:

• Provide AlecTech with timely access to systems, environments, personnel, and information reasonably necessary to deliver the contracted services;
• Designate an authorized point of contact for service matters;
• Maintain accurate and current account and billing information;
• Promptly notify AlecTech of any security incidents, suspected breaches, or material changes to the IT environment that may affect service delivery;
• Ensure that any third-party software, systems, or platforms used in connection with AlecTech services are properly licensed;
• Comply with all applicable laws regarding the data and systems that AlecTech is engaged to manage or protect.

3.4 Third-Party Vendors and Partners

AlecTech delivers certain services through partnerships with third-party technology vendors including but not limited to Microsoft, Fortinet, Bitdefender, WatchGuard Technologies, and Arctic Wolf. The use of these vendor platforms may be subject to those vendors' own license agreements and terms of service. AlecTech is not responsible for the terms, availability, or performance of third-party vendor platforms beyond its direct control.

3.5 Subcontractors

AlecTech may engage qualified subcontractors to assist in service delivery. AlecTech remains responsible for the performance of subcontractors engaged under a Client's service agreement.

04 Intellectual Property

4.1 AlecTech Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, images, icons, software, service descriptions, product names (including Themis, BreachGuard, and ARGUS), documentation, and design elements, is the exclusive property of AlecTech Inc. or its licensors and is protected by applicable Canadian and international intellectual property laws. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any AlecTech content without prior written permission.

4.2 Client Data

The Client retains full ownership of all data, files, systems, and information provided to AlecTech in the course of service delivery (“Client Data”). AlecTech's access to Client Data is limited to what is necessary to deliver the contracted services. AlecTech does not sell, license, or commercially exploit Client Data.

4.3 Work Product

Unless otherwise agreed in writing, deliverables produced by AlecTech specifically for a Client under a paid engagement (such as security assessments, architecture documents, or custom configurations) are owned by the Client upon full payment. AlecTech retains ownership of its underlying methodologies, tools, templates, and platform components used in producing those deliverables.

4.4 Feedback

If you provide suggestions, ideas, or feedback to AlecTech regarding the Site or services, you grant AlecTech a perpetual, non-exclusive, royalty-free right to use that feedback for any purpose without obligation or compensation to you.

05 Confidentiality

5.1 Mutual Confidentiality

Both parties acknowledge that in the course of a business relationship, each may have access to confidential and proprietary information belonging to the other party (“Confidential Information”). Each party agrees to:

• Hold the other party's Confidential Information in strict confidence;
• Use Confidential Information only for the purpose of fulfilling obligations under the applicable service agreement;
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

5.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the receiving party gives reasonable prior written notice to the disclosing party.

5.3 Duration

Confidentiality obligations survive the termination of any service agreement for a period of three (3) years.

06 Fees, Payment & Billing

6.1 Fees

Fees for AlecTech services are set out in the applicable service agreement, SOW, or proposal accepted by the Client. AlecTech reserves the right to adjust pricing for ongoing services with a minimum of thirty (30) days' written notice.

6.2 Payment Terms

Unless otherwise specified in a service agreement:

• Managed services are invoiced monthly in advance;
• Professional services engagements are invoiced upon milestone completion or as specified in the SOW;
• Payment is due within fifteen (15) days of the invoice date.

6.3 Late Payment

Invoices not paid within thirty (30) days of the due date may be subject to a late payment charge of 1.5% per month (18% per annum) on the outstanding balance. AlecTech reserves the right to suspend service delivery in cases of non-payment after providing written notice.

6.4 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all applicable HST, GST, or other taxes assessed on services rendered, unless the Client provides valid tax-exempt documentation.

6.5 Disputed Invoices

If the Client disputes any portion of an invoice, the Client must notify AlecTech in writing within fifteen (15) days of the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed amounts remain payable on the normal schedule.

07 Term & Termination

7.1 Term

These Terms remain in effect for as long as you use the Site or maintain any active service agreement with AlecTech.

7.2 Termination by Client

Termination rights for specific services are governed by the applicable service agreement. In the absence of a specific agreement, either party may terminate a service engagement with sixty (60) days' written notice.

7.3 Termination for Cause

AlecTech may immediately terminate or suspend access to services if the Client:

• Fails to pay amounts due and does not cure the default within fifteen (15) days of written notice;
• Materially breaches these Terms or a service agreement and fails to cure within thirty (30) days of written notice;
• Uses AlecTech services for unlawful purposes;
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.

7.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable;
• AlecTech will provide reasonable transition assistance for a period of up to thirty (30) days, subject to payment of applicable fees;
• Each party will return or securely destroy the other party's Confidential Information upon written request;
• AlecTech will provide the Client with access to export their data from any AlecTech-managed platforms within a reasonable period.

08 Warranties & Disclaimers

8.1 AlecTech Warranties

AlecTech warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards.

8.2 Disclaimer of Warranties

8.3 No Guarantee of Security

While AlecTech employs commercially reasonable security controls in its service delivery, no security solution can guarantee complete protection against all cyber threats. AlecTech does not warrant that its services will prevent all security incidents, data breaches, ransomware attacks, or unauthorized access to Client systems. The Client acknowledges that cybersecurity is a shared responsibility.

8.4 Third-Party Content

The Site may contain links to third-party websites or references to third-party products. AlecTech does not endorse, control, or warrant the accuracy of third-party content and is not responsible for the practices of any third-party website.

09 Limitation of Liability

9.1 Exclusion of Consequential Damages

9.2 Cap on Liability

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to: (a) claims arising from AlecTech's gross negligence or wilful misconduct; (b) breaches of confidentiality obligations; or (c) any liability that cannot be limited or excluded by applicable law.

10 Indemnification

The Client agrees to defend, indemnify, and hold harmless AlecTech, its officers, directors, employees, agents, and subcontractors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms or any service agreement;
• The Client's violation of any applicable law or regulation;
• Any claim by a third party arising from the Client's use of AlecTech services in a manner not authorized by these Terms;
• Any inaccurate or incomplete information provided by the Client that causes harm to AlecTech or a third party.

11 Data Protection & Privacy

11.1 Personal Information

AlecTech collects and processes personal information in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, provincial privacy legislation. Please review our Privacy Policy for full details on how we collect, use, and protect personal information.

11.2 Data Processing

Where AlecTech processes Client Data containing personal information of the Client's own customers or employees, AlecTech acts as a service provider and data processor. AlecTech will process such data only as directed by the Client and as necessary to deliver the contracted services.

11.3 Security Measures

AlecTech maintains administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Specific security commitments may be detailed in an applicable Data Processing Agreement or service-specific schedule.

11.4 Breach Notification

In the event of a security incident affecting Client Data under AlecTech's custody, AlecTech will notify the Client without undue delay and provide relevant information to assist the Client in meeting its own breach notification obligations.

12 Acceptable Use

You agree that you will not use the Site or AlecTech services to:

• Violate any applicable federal, provincial, or local law or regulation;
• Transmit, store, or process any content that is unlawful, defamatory, obscene, or fraudulent;
• Engage in any unauthorized access to computer systems or networks;
• Distribute malware, ransomware, spyware, or any other malicious software;
• Conduct any denial-of-service attack or similar disruptive activity;
• Harvest, scrape, or collect personal information from the Site without authorization;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the integrity or performance of AlecTech's systems or networks;
• Use AlecTech's services to facilitate any activity that violates a third party's intellectual property rights.

AlecTech reserves the right to investigate suspected violations of this Acceptable Use Policy and to take appropriate action, including suspending or terminating access to services.

13 Governing Law & Dispute Resolution

13.1 Governing Law

These Terms and any disputes arising from them are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

13.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, sitting in the City of Toronto or Brampton, for the resolution of any dispute arising out of these Terms.

13.3 Negotiation First

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by providing written notice describing the nature of the dispute. The parties will have thirty (30) days to reach a resolution through negotiation before either party may pursue formal legal proceedings.

13.4 Injunctive Relief

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

14 Force Majeure

AlecTech shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, civil unrest, labour disputes, internet or telecommunications outages, actions of government authorities, or failure of third-party service providers. AlecTech will use commercially reasonable efforts to notify affected Clients and to minimize disruption.

15 Modifications to These Terms

AlecTech reserves the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on the Site with a revised effective date. Continued use of the Site or services following the posting of updated Terms constitutes your acceptance of the changes. We encourage you to review these Terms periodically.

For Clients under active service agreements, material changes to these Terms that affect service delivery will be communicated with a minimum of thirty (30) days' notice.

16 General Provisions

16.1 Entire Agreement

These Terms, together with any applicable service agreement or SOW, constitute the entire agreement between you and AlecTech regarding their subject matter and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

16.3 Waiver

No failure or delay by AlecTech in exercising any right or remedy shall constitute a waiver of that right or remedy. No waiver of any breach shall be construed as a waiver of any subsequent breach.

16.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of AlecTech. AlecTech may assign these Terms or any service agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with written notice to affected Clients.

16.5 Notices

All legal notices under these Terms must be in writing and delivered by email with confirmation of receipt or by registered mail to AlecTech's principal business address in Mississauga, Ontario. Notices to Clients will be sent to the contact information on file.

16.6 Language

The parties have expressly requested that these Terms and all related documents be drafted in the English language. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en langue anglaise.

17 Contact Information

For questions about these Terms, service agreements, or any AlecTech legal matter, please contact us: