BY VISITING THIS WEBSITE AND/OR USING ANY SERVICES,
YOU AGREE TO BE BOUND BY THE FOLLOWING:
TERMS AND CONDITIONS
- Definitions. 1CS includes its shareholders, directors, officers, employees, contractors, sub-contractors, agents, affiliates, successors and assigns. Client includes Customer, the Clients Customer, you, your and any person authorizing 1CS to access a computer pursuant to this Agreement. Each of 1CS and Client are a party to this Agreement and together are the parties. Agreement means this Agreement and includes the term herein. Any reference, whether the singular or the masculine is used herein, same shall be deemed to include reference to the plural, feminine, body corporate or any entity as necessary. The term “including” is meant to mean including but not limited to. A breach or default of this Agreement is when one party does not meet their obligations of any representation, warranty, covenant or agreement of this Agreement. IT Services includes the term services and any and all services provided by 1CS including but not limited to support, monitoring and reporting, IT consulting, computer repair, cabling, imaging, assembly, procurement, deployment, managed services and general contracting. Product means any goods of a tangible or intangible nature purchased for Client including but not limited to computer hardware and software. Computer includes computer system, network and any connected or related device. An applicable estimate/quote is that which is provided by 1CS and signed by Client.
- Services. Client understands and agrees that prior to allowing 1CS to assess and/or repair Clients computer, it is Clients responsibility to backup any and all data which is located on the computer to another location. Client understands and agrees that 1CS shall not be responsible under any circumstance in the event your data is lost or is found to be corrupt during our IT Services. 1CS reserves the right, at any time, to refrain from providing any or all IT Services ordered, for any reason. The terms of any estimate/quote which is provided by 1CS and signed by Client pursuant to this agreement supersedes any terms contained herein but only to the extent of the terms contained in any estimate/quote provided by 1CS and signed by Client. If payment has been made, 1CS may refund the Clients payment, wholly or in part, and shall not be responsible for any loss to Client. Client agrees to provide 1CS with the name(s) of the person or persons, who are approved to direct 1CS IT Services, authorize our access and answer our questions. Fees charged are for time spent, not results. Someone of 18 years of age or more must be present for on-site IT Services to be provided. 1CS reserves the right to refrain from providing IT Services under such circumstance, and to charge a fee. 1CS assumes any computer system and software keys provided by Client are licensed, legal and legitimate. All hardware and software provided by Client are assumed to be free from defect and viruses unless Client notifies 1CS of such defect or virus. Any damage arising from a defect is your responsibility and you will not initiate a claim or claims against 1CS including but not limited to any proceedings for damages. 1CS makes no representation or warranty with respect to results or outcomes relating to the use of 1CS’s monitoring and reporting services and 1CS does not guarantee any specific result including but not limited to security or that these services will protect Client from viruses, spywares, ransomware, malwares and/or hackers.
- Products. Client understands and agrees that any products delivered to Client or procured for Client in any way by 1CS, pursuant to this Agreement, regardless whether or not those products take the form of hardware or software, are products which were not the manufactured or developed products of 1CS but rather those of the manufacturer or developer and that 1CS shall assume no responsibility for their defect, delay, unintended consequence or loss of income related to it. Procured products are products which are pre-authorized by Client and which must be paid for in advance to 1CS or to the distributor of the products. 1CS may recommend or suggest products from time to time, each of these proposed products is purchased at Client’s risk and therefore it is Client’s responsibility to research the products before giving authorization to 1CS to purchase the products. 1CS may provide Client with IT Services to install, reconfigure, repair or otherwise manage certain software, however, 1CS will likely not conduct repairs Clients hardware. 1CS may be ordering your products from an affiliated distributor who may be compensating 1CS in the form of commissions or royalties. Client understands and agrees to 1CS being compensated by a distributor in this respect and agrees that any such payments received by 1CS will not reduce the agreed upon amount of fees to be received by 1CS from Client in connection with our IT Services described herein.
- Warranty. The IT Services to be performed hereunder are in the nature of professional services and advice. 1CS does not warrant in any form the results or achievements of the IT Services provided. 1CS warrants that the IT Services will be performed under this Agreement in a professional manner using generally accepted industry standards and practices.
- THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, IMPLIED, EXPRESS, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, THE PERFORMANCE OF MATERIALS OR PROCESSES DEVELOPED OR PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. 1CS SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS, OR CONSULTANTS IDENTIFIED OR REFERRED TO THE CLIENT BY 1CS DURING ANY ASPECT OF THIS AGREEMENT UNDER ANY WORK ORDER OR OTHERWISE. THE CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF IT SERVICES, OR IF SUCH REPERFORMANCE IS NOT POSSIBLE, REFUND OF AMOUNTS PAID HEREUNDER FOR SUCH NONADHERING SERVICES.
- Representations and Warranties. Each party represents and warrants that each has the full right and authority to enter into this agreement. 1CS represents and warrants that it is incorporated under the laws of Ontario and a majority of the directors and a majority of the ownership of each are held by a Canadian Citizen(s).
- Not a work-for-hire agreement. All intellectual property rights in documents, software or other tangible items delivered by 1CS to Client shall belong to 1CS. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works as well as the installation scripts and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of work hereunder are and shall remain the sole and absolute property of 1CS. 1CS grants a worldwide, non-exclusive license to such intellectual property rights to the Client to the extent necessary for the Client to use the deliverables for internal use only.
- Non-Solicitation. 1CS and the Client agree that during the term of this Agreement and for a period of one (1) year following the expiration date thereof, neither 1CS nor Client shall directly or indirectly solicit, induce or employ any of the other party’s employees or contractors who are or who have provided services in relation to this Agreement. Should 1CS and/or the Client desire to, directly or indirectly, employ or contract with any of the other party’s employees or contractors described above they must obtain written approval from the other party and make payment of a replacement fee in the amount of $10,000. Should either party fail to obtain the written approval, that party shall be in breach of this Agreement and shall pay to the other party the sum of $10,000 as liquidated damages in consideration of the loss of profit, and losses incurred as a result of the need to train and replace any such employee or contractor. Payment of these liquidated damages does not preclude any further claim available in law and in equity.
- EXCEPT FOR THIS SECTION 8, OR FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL THE PARTIES TO THIS AGREEMENT, OR TO ANY APPLICABLE AGREEMENT, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, OR LOSS OF ANTICIPATED BUSINESS) ARISING OUT OF OR IN RESPECT OF THIS AGREEMENT OR ANY APPLICABLE AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER PURSUANT TO COMMON LAW, STATUTE OR EQUITY. THE PARTIES’ LIABILITY FOR ANY CAUSE WHATSOEVER SHALL BE STRICTLY LIMITED TO DIRECT DAMAGES ONLY, AND WITH RESPECT TO 1CS’S LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO 1CS FOR THE IT SERVICES DIRECTLY RELATED TO THE CAUSE OF THE DAMAGES PURSUANT TO THIS AGREEMENT OR TO ANY APPLICABLE AGREEMENT.
- Taxes & Interest. Sales Tax: Any prices contained in this Agreement, or any applicable estimate, purchase order, contract or invoice, pursuant to this Agreement are subject to applicable sales tax which shall be added to the price of services contemplated herein. Past Due Accounts: Surcharges for late payments will be in effect thirty (30) days from receipt of invoice. An interest rate of 2.5% per month will be charged on past due accounts. If your account is past due by three (3) months from invoice date, 1CS reserves the right to place the matter in collection and pursue settlement through the courts.
- Confidentiality. 1CS and the Client agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential or Proprietary, will not be disclosed to any third person without the express written consent of the other party. In addition to information covered by the preceding sentence, confidential information includes any information, supplied in confidence, concerning the Client or 1CS and/or Third Parties or any of the business or activities of the Client, 1CS and/or Third Parties which is acquired by either the Client or 1CS as a result of participation in this Agreement. Third Parties refer to legal entities that are not a party to this Agreement. The term of confidentiality shall be five (5) years from the initial date of disclosure. These confidentiality obligations shall not apply to any information or development which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure of the disclosing party; (iii) is developed through the independent efforts of the receiving party; or (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use.
- Termination. This Agreement will become effective upon the Effective Date and will terminate as set forth in this section. The date of termination shall mean thirty (30) calendar days after having received a written notice of termination pursuant to this section (“Date of Termination”). Either party may terminate this Agreement upon written notice for the substantial breach by the other party of any material term, if such breach is not cured within thirty (30) calendar days following receipt of written notice of breach from the non-breaching party. Termination shall be in addition to any other remedies that may be available to the non-breaching party. Upon such termination, the Client shall pay all valid outstanding invoices for work completed prior to the Date of Termination as determined by 1CS acting reasonably, within 7 days of termination. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any or no reason by giving thirty (30) days prior written notice. Upon any such termination, the Client shall pay all valid outstanding invoices for work completed prior to the Date of Termination as determined by 1CS acting reasonably, within 7 days of termination.
- Dispute Resolution.
(i) The parties shall first identify the facts and issues in dispute and within five days of receipt of such written notice confer between themselves or by mutual agreement with their lawyers or representative present as to ways to resolve the dispute to the mutual benefit of the parties. The parties agree to use all reasonable endeavours to resolve any dispute that may arise.
(ii) If after such meeting or subsequent meetings as the parties may agree, the dispute is not solved within ten (10) days of commencement of discussions then mediation may be initiated by any party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of Canada to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of Canada. The Parties shall bear their own costs in the mediation and shall share the mediator’s costs equally.
(iii) The mediation shall be terminated by;
(a) The signing of a settlement agreement by the parties; or
(b) Notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified; or
(c) Notice by one of the parties to the mediator to the effect that further efforts at mediation are no longer justified; or
(d) The expiry of ten (10) working days from the mediator’s appointment, unless the parties expressly consent to an extension of this period.
If the mediation should be terminated as provided in sub-clauses (a), (b) or (c) of the clause above, any dispute or difference arising out of or in connection with this letter of agreement, including any question regarding its existence, validity or termination, may be referred to and finally resolved by reference to the courts.
(i) Intellectual Property Indemnification: 1CS shall indemnify and defend, or at its option, settle, any claim suit or proceeding brought against the Client based on an allegation that deliverables pursuant to this Agreement infringe upon any Canadian patent or any copyright or violates any trademark or trade secret rights of any party (“Infringement Claims”), provided the Client promptly notifies 1CS in writing of its notification or discovery of an Infringement Claim such that the 1CS is not prejudiced by any delay of such notification. 1CS shall pay reasonable attorney fees, court costs and damages finally awarded in such infringement. 1CS will have sole control over the defense or settlement of any Infringement Claim and the Client will provide reasonable assistance in the defense of same. 1CS will reimburse the Client for reasonable expenses incurred in providing such assistance.
(ii) Following notice of an Infringement Claim, or if 1CS believes such a claim is likely, 1CS will, at its sole expense and option: (i) procure for the Client the right to continue to use the allegedly infringing deliverables; (ii) replace or modify the deliverables to make them non-infringing; or (iii) accept return of the deliverables and refund as appropriate payments made therefore by Client. The amount of the refund shall be determined by 1CS acting reasonably based on the fee paid by the Client.
(iii) 1CS assumes no liability, and shall have no liability, for any Infringement Claim based on: (i) the Client’s use of any deliverables after notice that the Client should cease use of such deliverables due to an Infringement Claim; (ii) any modification of the Deliverables by the Client at its direction provided that such modification was not authorized or otherwise directed by 1CS; (iii) the Client’s combination of deliverables with non-1CS programs, data, hardware or other materials if such Infringement Claim would have been avoided by the exclusive use of the deliverables alone; or (iv) any trademark infringement involving any marking or branding not applied by 1CS or any marking or branding applied at the Client’s request. The foregoing states the exclusive remedy of the Client with respect to any Infringement Claim.
(iv) 1CS waives all further liabilities. For liabilities not waivable under Ontario Legislation, 1CS limits its liability to its fees.
- Authority. Both 1CS and Client represent and warrant that each has the full right and authority to enter into this Agreement. The signatories to this Agreement represent that they have full authority to enter into this Agreement and to bind the parties hereto.
- Entire Agreement. This Agreement or any exhibit, attached hereto or any estimate/quote provided by 1CS, pursuant to this Agreement, contain the entire Agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, Agreements and understandings with respect thereto.
- Amendment. This Agreement may be amended only by a written document duly executed by the parties hereto.
- Headings. The headings, titles and other captions in this Agreement are for reference and convenience only and shall not be construed in any way as limitations or additions of the covenants and Agreements contained in this Agreement.
- Assignment. Neither party may assign this Agreement, in whole or in part, without the express written consent of the other party, with the exception of an assignment carried out as part of a merger, restructuring, or reorganization or as a sale or transfer of all or substantially all of a party’s assets. 1CS shall be able to subcontract its obligations under this Agreement in whole or in part. In the event it exercises its right to subcontract hereunder, 1CS shall remain solely responsible to the Client for performance under this Agreement.
- Survival. Any representations and warranties contained in this Agreement shall survive and not merge on termination of this Agreement or completion of any transaction, but apply only to the IT Services including product procurement and any dealing with products carried out pursuant to this Agreement.
- Severability. The terms stated herein are declared to be severable. If any provision of this Agreement is determined to be unenforceable, such provision will be ineffective only to the extent of such unenforceability without affecting the enforceability of the remaining provisions of this Agreement.
- If either party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees or other litigation expenses form the other party.
- Waiver. The failure by one party to require performance of any provision of the Agreement contained herein shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
- Enurement. The provisions of this Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective administrators, successors and assigns.
- Force Majeure. Neither party shall be liable for any reasonable delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control including but not limited to fires, explosions, earthquakes, floods; strikes, work stoppages or slow-downs or other industrial disputes; accidents; riots or civil disturbances; acts of civil or military authorities; and delays by carriers, suppliers or materials shortages. A party wishing to invoke this section to excuse any delay or failure to perform its obligations under this Agreement shall notify the other party in writing immediately specifying the cause, and giving an estimate of the duration, of the force majeure event, work to overcome the force majeure event as soon as possible and notify the other party when the force majeure event has ceased or has been overcome.
- Jurisdiction. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of Ontario and the applicable laws of Canada without giving effect to conflict of law principles. The parties to this Agreement irrevocably submit to the jurisdiction of the courts of Ontario with respect to any claim arising out of or in relation to this Agreement.
- Independent Contractor. The relationship between 1CS and Client is that of an independent contractor. Neither party is the agent of the other nor does either party have the authority to bind the other or create debts on the other party’s behalf except as specifically provided for in this Agreement. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment relationship or a partnership between a party and the other party or the other party’s employees or agents. Each party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation and all other employment benefits.
- Notices. Any notice or other communication required or permitted to be given hereunder shall be given by regular mail or other electronic transmission addressed to each party at the address or email address of each party listed on page one of this Agreement. Any such written notice shall be deemed to have been given on the fifth (5) business day following the day when it is so mailed or on the date after it was emailed. Either party may at any time give notice to the other party of a change of address.
- Legal Advice. Each party acknowledges being given the opportunity to consult a lawyer before signing this agreement.
- Currency. All references to money herein are in Canadian dollars.
- Confirmation. By signing this agreement, Client has read and understood the terms and conditions contained herein.
We reserve the right to waive or change our terms and conditions at any time and for any particular circumstance.
The above terms and conditions may or may be read injunction with and repeated in other written agreements with 1CS. In the event there is a conflict between any term or condition contained herein and any term or condition contained in another agreement with 1CS, the terms and conditions of the other agreement shall prevail.
What information do we collect?
We collect information from you when you visit, register or fill out a form on our website.
When ordering or registering on our site, as appropriate, you may be asked to enter your name, e-mail address, mailing address, phone number and the computer issues you are facing. You may, however, visit our site anonymously.
What do we use your information for?
Any of the information we collect from you may be used in one of the following ways:
; To fulfill your computer service related needs
; To personalize your experience (your information helps us to better respond to your individual needs)
; To assess your computer problems
; To respond to your requests
; To send periodic emails including newsletters & information
The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions.
What data do we collect?
Among the Data that this Application may collect include: Cookie, Browsing and usage Data.
Failure to provide certain Personal Data, in particular Navigation Data, by deactivating the Application’s Cookies may make it impossible to surf or for the Application to provide its services.
The Personal Data collected may regard both the User and third parties whose data the User provides.
The User assumes responsibility for the Personal Data of third parties published or shared through the Application and declares that he or she has the right to communicate or broadcast them, thus relieving the 1ComputerServices of all responsibility towards third parties.
Like many other Web sites, 1ComputerServices.com makes use of log files. The information inside the log files includes internet protocol ( IP ) addresses, type of browser, Internet Service Provider ( ISP ), date/time stamp, referring/exit pages, and number of clicks to analyze trends, administer the site, track user’s movement around the site, and gather demographic information. IP addresses and other such information are not linked to any information that is personally identifiable.
Cookies and Web Beacons
The services contained in this section enable 1ComputerServices.com to monitor and analyze web traffic and can be used to keep track of User behavior.
Google Analytics (Google)
Google Analytics is a web analysis service provided by Google Inc. (“Google”). Google utilizes the Data collected to track and examine Application use, to prepare reports on an Application’s activities and share them with other Google services.
Google may use the Data collected to contextualize and personalize the ads of its own advertising network.
Personal data collected includes: Cookie, Browsing and usage Data.
Google Adwords (Google)
Google Adwords is a web marketing service provided by Google Inc. (“Google”). Google utilizes the Data collected to track and examine Application use, to prepare reports on an Application’s activities and share them with other Google services.
Google may use the Data collected to contextualize and personalize the ads of its own advertising network.
Personal data collected: Cookie, Browsing and usage Data.
DoubleClick DART Cookie
.:: Google’s use of the DART cookie enables it to serve ads to users based on their visit to 1ComputerServices.com and other sites on the Internet.
1ComputerServices.com has no access to or control over these cookies that are used by third-party advertisers.
If you wish to disable cookies, you may do so through your individual browser options. More detailed information about cookie management with specific web browsers can be found at the browsers’ respective websites.
This page displays the legal terms to which each our of clients are subject to during the course of our rendering of computer services.