Terms of Service

1. Parties

These Terms of Service constitute a legally binding agreement between IT-TEAM Operations Inc. (“IT-TEAM,” “we,” “us,” or “our”), a corporation incorporated under the Canada Business Corporations Act, and the individual or entity using our website or engaging our services (“Client,” “you,” or “your”).

For all client service engagements, these Terms are supplemented by a written Service Agreement and Statement of Work, which together govern the specific services, deliverables, fees, and SLAs applicable to your engagement.

2. Website Use

You may use the IT-TEAM website for lawful purposes only. You agree not to:

• Use the website to transmit any unlawful, harmful, or fraudulent content
• Attempt to gain unauthorized access to any part of the website or its underlying systems
• Use automated tools to scrape, crawl, or extract content without written permission
• Reproduce or distribute our proprietary content without authorization
• Impersonate IT-TEAM or any of its personnel

3. Service Engagements

All managed services, web development, CRM, automation, and marketing engagements are governed by the terms of a signed Service Agreement. Key commercial terms applicable to all engagements:

• Initial term: 6 months from the onboarding completion date
• Renewal: Month-to-month following the initial term
• Termination: 30 days written notice after the initial term
• Fees: As specified in the applicable Statement of Work; invoiced monthly in advance
• Pass-through costs: Licenses, hardware, and third-party ad spend are billed at cost with no markup
• Payment terms: Net 15 from invoice date

4. Intellectual Property

Client-owned work: Upon full payment of all outstanding fees, IT-TEAM assigns to the Client all intellectual property rights in custom deliverables created specifically for the Client, including custom software, website code, and creative assets.

IT-TEAM proprietary assets: Our methodology, processes, templates, and tooling remain the exclusive property of IT-TEAM. Clients receive a limited, non-exclusive license to use deliverables as intended; they do not acquire rights to the underlying methodology.

Third-party components: Deliverables may include open-source software or third-party libraries governed by their own licenses. IT-TEAM discloses material third-party components in writing.

5. Confidentiality

IT-TEAM and the Client each agree to keep confidential all non-public information disclosed by the other party in connection with the engagement, including but not limited to: technical environments, pricing, business operations, and personnel information. This obligation survives termination of the engagement by 3 years.

A mutual NDA is executed at the start of every engagement and covers both parties. Client data is never used in IT-TEAM marketing, case studies, or AI training without explicit written consent.

6. Service Levels & Uptime

Service level commitments are defined in each Client's Statement of Work. Our standard SLA commitments include:

• P1 incidents (total outage, security breach): response within 15 minutes, 24/7
• P2 incidents (significant degradation): response within 2 hours during business hours
• P3/P4 (non-critical): response within 1 business day
• Target uptime for managed infrastructure: 99.97% monthly

SLA credits are defined in the applicable Service Agreement. Credits are the Client's sole remedy for SLA breaches.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• IT-TEAM's total liability to a Client arising from any cause in any 12-month period shall not exceed the total fees paid by the Client in that period
• IT-TEAM shall not be liable for indirect, consequential, incidental, or punitive damages, regardless of how caused
• The foregoing limitations do not apply to claims arising from gross negligence, willful misconduct, or fraud

IT-TEAM maintains $5M Errors & Omissions and $5M Cyber Liability insurance coverage. Certificate available on request.

8. Governing Law & Dispute Resolution

These Terms and all service agreements 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.

Any dispute arising from these Terms or a service engagement shall be resolved first through good-faith negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration in Toronto, Ontario under the Arbitration Act, 1991 (Ontario). The parties waive the right to jury trial.

9. Modifications

IT-TEAM reserves the right to update these Terms. Material changes will be communicated to active clients at least 30 days in advance. Continued use of our services after the effective date constitutes acceptance of the updated Terms. The current version is always available at itopsi.com/terms.

10. Contact

For questions about these Terms or to request a copy of our Service Agreement template: