General Terms and Conditions

General

1. Definitions and Interpretation

In these Conditions, the Rate Schedule and every Quote, Proposal, Order, Invoice, Service Plan, Contract, Agreement or other arrangement in connection with the supply of Goods or Services by Prairie IT Services Ltd. the following words have the following meanings:

"After Hours"

means any date or time outside "Business Hours";

"Business Hours"

means Monday to Friday from 09:00 to 17:00 excluding Public Holidays;

"Client", "You" or "Your"

means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors and assigns;

"Conditions"

means these terms and conditions;

"Goods"

means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;

"Order" or "Invoice"

means any order requested by You to Us for Goods or Services in any form;

"Quote" or "Estimate"

means a quote or proposal provided to You by Us;

"Period"

means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and You as the period during which some Services will be provided;

"Plan"

means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;

"Plan Schedule"

means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;

"Public Holidays"

means any day which is a public holiday throughout Manitoba or Canada;

"Rates"

means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;

"Rate Schedule"

means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;

"Reasonable Assistance Limits"

has the meaning set out in clause 17.2;

"Return/Cancellation Fee"

means a fee charged pursuant to clause 12.5 as set by Us from time to time;

"Service request"

means a request for service such as adds, moves, changes and technical assistance;

"Services"

means the provision of any services by Us including Work, advice and recommendations;

"Software"

includes software and any installation, update, associated software and any services provided in connection with any of these things;

"Us", "Our" or "We"

means Prairie IT Services Ltd. and its heirs, successors and assigns; and

"Work"

means anything We may do, provide, customize, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

• Words denoting the singular number only shall include the plural number and vice versa;
• Reference to any gender shall include every other gender;
• Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;
• Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
• All references to dollars ($) are to Canadian Dollars;
• A reference to time is to Central Standard Time;
• A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
• A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;
• A recital, schedule, annexure or description of the parties forms part of these Conditions;
• A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
• Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
• A reference to "includes" means includes without limitation;
• A reference to "will" imports a condition not a warranty; and
• A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

2. Application of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

3. Commitment Term

The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.

After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you as specified in Clause 4.

4. Termination

This Agreement may be terminated by You upon ninety (90) days written notice if We:

1. Fail to fulfil in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
2. Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.
3. Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.

This Agreement may be terminated by Us upon ninety (90) days written notice to you.

If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal hourly rates.

Data export and offboarding assistance must be coordinated and completed prior to the termination date while You remain a managed client. It is Your responsibility to ensure all data is exported before the termination date. After termination, We have no obligation to retain any of Your data and will securely delete all client data in Our possession within thirty (30) days of the termination date. Any data export, offboarding, or transition assistance requested after the termination date will be provided at Our standard hourly rates, subject to data availability. Any software licenses, subscriptions, or services that remain active after termination will continue to be billed to You until cancelled.

Should You wish to terminate this Agreement before the end of the commitment term, an early termination fee will apply, capped at the equivalent of three (3) months of service fees.

5. Representations

You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

6. Notices

Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

7. Governing Law

The conditions of this agreement shall be governed by and construed in accordance with the laws of Manitoba. The parties submit to the non-exclusive jurisdiction of the courts of Manitoba. Any legal proceedings arising out of this agreement shall be commenced in Manitoba.

8. Assignment

You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

9. Variation of These Terms and Conditions

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

Goods and Services

10. Quotes

Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.

Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as 'final' as soon as both parties agree with the final price in writing with signatures after any last changes requested by You.

The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.

Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.

Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

The general minimum turnaround time for Quote request to be actioned is usually 72 business hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.

When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.

In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.

Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.

Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.

ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.

Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

We do not keep inventory and as such only order items once we receive a completed order or approved quote from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned. We do not accept returns on any items that were special ordered.

Prices are based upon total Quote Purchase.

Unless Specified, all items on quote are covered by manufacturer's warranty covering parts for hardware only on a return to depot basis. Our labour and mileage are not included for warranty purposes.

We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

11. Orders

You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a signed Order or Quote together with any relevant Quote number and date.

You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.

Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of Us to be:

1. signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
2. duly authorized by the person on whose behalf the Order is placed or apparently placed.

An Order has no effect unless or until it is accepted by Us in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.

We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.

For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.

You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.

We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.

12. Pricing and Rates

All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).

You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.

You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.

You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.

We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.

Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.

13. Services and Plans

Currently, We offer the Services and Plans referred to in any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.

We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

14. Contracting

We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.

15. Delivery, Title and Risk

We will use all reasonable endeavours to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.

You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.

You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.

Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:

1. title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
2. You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
3. You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
4. Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
5. We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorize and direct Us (and Our employees and agents) to enter into such premises as its duly authorized agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.

You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.

16. Returns and Claims for Goods and Services

Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.

Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

17. Computer Utility, Functionality and Fitness for Purpose

You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

The parties acknowledge that:

1. We may recommend that You purchase Goods provided by third parties from time to time;
2. Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
3. You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
   1. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
   2. the behaviour of third-party supplier, e.g. in relation to support;
4. You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
5. You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;
6. Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
   1. decisions as to whether or not to follow recommendations by Us;
   2. decisions as to whether or not to purchase or customize Goods or obtain Services for that or any other purpose; and
   3. any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
7. Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes.

You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

18. Force Majeure

If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

19. Product Specifications

We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

20. Warranties

You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.

You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer's warranties in respect of the Goods.

21. Limited Warranty

Limited Warranty. We warrant to You that all Goods or Services provided by Us to You will be provided in the manner and on the terms and conditions set out in this Agreement. We make no representation or warranty, and will not be liable in any circumstances whatsoever, for damages, costs, liability or harm resulting from or arising in connection with:

1. any Software or Hardware modified by You without the prior written approval of the Supplier;
2. any use of the Software or the Hardware in a manner inconsistent with the intended purpose thereof or in a manner not contemplated by the documentation, manuals and instructions provided with such Software or Hardware;
3. any software or hardware not listed as Software and Hardware on the approved list of Software and Hardware; or
4. any misuse or abuse of the Software or the Hardware, or anything resulting from vandalism, negligence, fire, flood or other Act of God.

Exclusive Remedies. Notwithstanding anything herein to the contrary, Our entire liability, and Your sole and exclusive remedy, for a breach of the warranty set out in section 21.1 shall be, at Our sole option, for Us to:

1. return the fees paid by You hereunder to a maximum of one (1) year's time or a maximum of $100,000, whichever is lower.
2. provide a fix, patch or work-around for the problem;
3. repairing the Goods or the Work or paying the cost of repairing the Goods or the Work;
4. paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
5. replace the Goods or supplying equivalent Goods, Services or Work that have similar functionality.

Disclaimer. Except as expressly set out in section 21.1, We make no representations, warranties or conditions, express, statutory or implied, with respect to the Goods or Services to be provided hereunder. We expressly disclaim all other representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. You assume the entire risk as to the results and performance of the Goods subject to any manufacturer warranties. We do not represent or warrant that the Goods or Services will be capable of achieving any particular result or results in Your business or operations.

No Liability. Notwithstanding anything herein contained to the contrary, in no event whatsoever will We be liable for any claim for:

1. punitive, exemplary or aggravated damages;
2. damages for loss of profits or revenue, failure to realize expected savings, lack of availability of computer resources or stored data;
3. indirect, consequential or special damages of any kind; or
4. any damages whatsoever relating to interruption, delays, errors or omissions.

Limitation on Liability. Without limiting the generality of sections 21.1 through 21.4 inclusive, Our maximum total liability of Us, and Our suppliers, directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and Your sole remedy therefore, shall be strictly limited to an award for direct, provable damages not to exceed the amount paid by You to Us for a maximum period of one year hereunder.

Limitation on Time. Notwithstanding anything herein contained to the contrary, no action arising out of or relating to this Agreement, or Our obligations hereunder, regardless of form, may be brought by You more than twenty-four (24) months after the facts giving rise to the cause of action have occurred, regardless of whether those facts by that time are known to, or reasonably ought to have been discovered by, You.

Reasonableness of Limitations. The parties agree that the limitations contained in this section 21 are reasonable in scope and that the terms and conditions of this Agreement have been negotiated taking into account such limitations.

Our Responsibilities

22. Errors and Omissions

We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

23. Privacy Statements and Your Rights

We are collecting Your personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes ("Authorized Purposes").

You are required to provide your personal information to Us for Authorized Purposes.

We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.

Otherwise We will not disclose Your personal information without Your consent unless authorized by law.

Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.

We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

You retain ownership of all Your business data during the term of this Agreement. We do not claim any ownership rights over Your data, files, documents, or other information stored on systems We manage on Your behalf. For clarity, data retention and deletion upon termination of this Agreement is governed by Clause 4.

24. Our Website

We make no representations or warranties in relation to information available on Our website, including without limitation:

1. that the information on Our website is complete or correct;
2. that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and
3. that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.

All content on Our website — including its text, design, page code, interactive tools (such as Our calculators and IT Report Card), question sets and scoring rubrics, and any documents generated by those tools (including PDF report cards, checklists and estimates) — is the copyright and intellectual property of Prairie IT Services Ltd. unless otherwise noted. It is provided for Your personal, non-commercial evaluation of Our services. Reproduction, redistribution, adaptation or commercial re-use of any of it without Our prior written consent is prohibited.

25. Insurance Coverage

We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $5,000,000. At Your request We will provide You with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, and at other times as may be reasonably requested by You.

Your Responsibilities

26. Lodging of Service Requests

In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests as outlined in Appendix A.

27. Access to Systems, Sites and People

In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.

You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users' desktops and control Your PC's. This may require that devices are left on overnight or weekends.

28. Third Party Authorizations

At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

29. Payment, Late Payment and Default

All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing) by cash, cheque, credit card, EFT, E-Transfer, or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

Where You fail to pay an invoice within ten (10) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.

If payment of any invoice remains outstanding more than thirty (30) days after the due date, We will charge interest on the outstanding balance at a rate of 2% per month (24% per annum), calculated and charged daily from the thirty-first (31st) day until the balance is paid in full.

A service charge of $39 will be applied to all NSF (non-sufficient funds) transactions.

All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount owing by You to Us and will be recoverable from You in addition to the original invoice amount. If You default in payment of any invoice on time, all moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a "Sum Due".

All payments of a Sum Due made by You to Us will be applied in the following order:

1. first, towards any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
2. second, towards any interest due or payable hereunder; and
3. third, towards payment of Your outstanding invoices in order from the oldest to the most recently incurred.

In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.

We may exercise any of Our rights and remedies, including taking legal action against You for the recovery of any moneys due to Us, notwithstanding that We may have exercised other rights under these Conditions.

30. Non-Solicitation of Clients and Employees

You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of one (1) year thereafter (or the maximum amount permissible by a Court).

You agree that Our damages resulting from breach of this clause 30.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee's total annual salary, as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.

31. Software

All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us.

You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

1. any unauthorized Software use by You;
2. any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
3. otherwise as a result of Us installing Software for You where You are not authorized to use the Software; and
4. any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

32. Copyright and Confidentiality

You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.

All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.

We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.

You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

33. Limitation of Liability for Non-Compliance

We explicitly disclaim any responsibility or liability for any damages, expenses, legal obligations, or adverse outcomes that may result from the defiance, non-adherence, disregard, refusal, or neglect by You of any professional advice, guidance, procedures, recommendations, or instructions provided by Us, whether formally documented or conveyed informally.

Without limiting the generality of the foregoing, We are not liable for any security incidents, data breaches, ransomware attacks, or other cyber security events that result directly or indirectly from Your failure to implement or follow Our security recommendations, including but not limited to recommendations regarding hardware upgrades, software updates, security training, password policies, multi-factor authentication, or any other security measures We advise.

As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.

Appendix A: Service Request Lodgement Process

When you contact us to lodge a service request only the methods below must be used:

Phone: 204-650-0704

Email: Contact the support email provided during your managed services onboarding

System Tray Application: By right clicking on the system tray icon available with a Service Plan and initiating a service request

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.

If the issue is being lodged by either phone or external email you must include your name, company and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue. Any Response Time Guarantees are invalid if service requests are not opened following this process.

Critical and Major Severity incidents must be opened via phone only. If Critical or Major Severity incidents are created through any other method, they will automatically be handled at a Moderate Severity level.

Service Requests Outside of Our Business Hours

Service Requests that must be addressed outside of business hours must be lodged by phone (charges may apply for after hours work depending on your specific agreement). If not, the Service Request will be viewed on Our next Business Day. Our Response Time Guarantees do not apply to service requests outside of business hours.