These Terms and Conditions (“Terms”) govern the provision of managed IT services, hardware and software procurement, and related professional services by MakingITworc (“we,” “us,” “our,” “Service Provider”) to the organization identified on any signed Statement of Work, Purchase Order, or quotation issued by us (collectively, the “Order Documents”). By signing an Order Document, accepting a quotation in writing, or engaging our services, you (“Client,” “you”) agree to be bound by these Terms.
In the event of a conflict between an Order Document and these Terms, the Order Document governs to the extent of the conflict.
1. Services
MakingITworc provides managed IT services for Microsoft Windows-based environments, including but not limited to:
- Desktop and end-user support for Windows systems
- User account administration and routine access-related support
- Patch management guidance and endpoint oversight
- Coordination with third-party vendors for supported services
- Internet and network management (where included in the applicable Statement of Work)
- Endpoint enrollment and ongoing device management using Cisco Meraki Systems Manager
- Service intake, tracking, and recordkeeping via Atlassian JIRA Service Management
The specific services, included user counts, deliverables, and pricing for any given engagement are defined in the applicable Statement of Work. Services not expressly listed in the Statement of Work are considered out of scope and will be quoted separately at our prevailing rates.
2. Supported Environment
Unless otherwise agreed in writing, our services support Microsoft Windows-based systems only. Support for macOS, Linux, mobile devices, or other non-Windows platforms is excluded.
Support is provided based on the Client’s existing environment. We assume that currently deployed hardware and software remain generally functional and suitable for continued business use. Where legacy systems, unsupported hardware, or aging infrastructure create operational or security concerns, we will provide recommendations as appropriate.
To enable effective support, the Client must provide MakingITworc with timely administrative access and current credentials for all relevant systems, including servers, workstations, networking devices (firewalls, switches, wireless equipment), internet service provider accounts, and related infrastructure. Support is contingent upon the Client maintaining reasonable system functionality and providing the required access.
3. Quotes, Orders, and Acceptance
Quotes are valid for thirty (30) days from the date issued unless otherwise stated. A quote becomes a binding order once the Client signs the corresponding Statement of Work or Purchase Order, or provides written acceptance (including email confirmation).
Orders placed for hardware and licensed software become non-cancellable and non-refundable once the order has been placed with our supplier, except where the manufacturer’s return policy permits otherwise.
4. Fees and Billing
Pricing, currency, and one-time versus recurring fees are set out in the applicable Statement of Work or Purchase Order. Unless otherwise specified:
- All amounts are in Canadian Dollars (CAD).
- Monthly managed services are billed monthly in advance on or around the first day of each month.
- One-time onboarding and setup fees are billed in full on the first invoice.
- All invoices are due within net thirty (30) days of the invoice date.
- Payments may be made by electronic funds transfer (EFT), cheque, or other mutually agreed method.
- Late payments are subject to interest at 1.5% per month (18% per annum) on overdue amounts.
- Applicable taxes (HST) are additional and will be itemized on each invoice unless otherwise stated.
MakingITworc reserves the right to suspend services if invoices remain unpaid for more than forty-five (45) days, following written notice.
5. Support Hours and Response Times
Standard support hours are Monday to Friday, 9:00 AM to 5:00 PM Eastern Time, excluding Canadian statutory holidays, with service intake via the JIRA Service Management portal.
- Tickets submitted during business hours: initial response within two (2) to four (4) hours.
- Tickets submitted between 5:00 PM and 9:00 PM: initial response within five (5) hours.
- Tickets submitted after 9:00 PM or on weekends/holidays: addressed on the next business day.
Emergency remote support for critical business-impacting issues (such as complete network outage or server failure) is available 24/7 and may incur an additional charge unless the applicable Statement of Work specifies otherwise. Onsite support, when required and mutually agreed, incurs additional fees for travel time and labour as set out in the Statement of Work.
6. Client Responsibilities
The Client agrees to:
- Provide reasonable access to premises, systems, personnel, and credentials necessary for us to perform the services;
- Maintain valid administrative credentials and authorize us to act on the Client’s behalf with third-party vendors where required;
- Ensure all software in use is properly licensed;
- Promptly notify us of any security incident, suspected breach, or service issue;
- Acknowledge that ultimate responsibility for data security, backup configuration, and end-user behaviour rests with the Client.
7. Cybersecurity Limitations
MakingITworc cannot guarantee protection against ransomware, cybercrime, data breaches, phishing, data exfiltration, or other advanced cyber threats under a standard managed IT agreement. The age, condition, and configuration of a Client’s environment may further limit the practical effectiveness of any security measures.
We will proactively identify and communicate observable security risks and provide practical recommendations where possible. Advanced security tooling, security hardening projects, compliance frameworks, managed detection and response (MDR), security operations centre (SOC) monitoring, and dedicated cyber defence services are excluded unless separately quoted and agreed to in writing.
The Client acknowledges that no IT support provider can eliminate all cyber risks, and that ultimate responsibility for data security and backups rests with the Client.
8. Out of Scope Services
The following services are out of scope under a standard managed IT agreement and will be quoted separately at our prevailing rates if requested:
- Cable running, structured cabling, or physical wiring changes
- Hardware procurement, replacement, upgrades, or physical component repairs (outside what is expressly itemized in the Statement of Work)
- Network design, re-cabling, major infrastructure refresh, or build projects
- Advanced firewall rule configuration, VPN setup, or complex network architecture changes
- New internet circuit provisioning or ISP contract negotiations
- Managed cybersecurity services, MDR/SOC monitoring, ransomware remediation, or full incident response
- Compliance program support (e.g., PHIPA, PIPEDA, or other regulatory frameworks)
- Support for non-Windows platforms (macOS, Linux, mobile)
- Penetration testing, vulnerability assessments, or enterprise-grade security tool implementation
- Data backup configuration, monitoring, or recovery services, unless added via amendment
- Training programs, policy development, or end-user cybersecurity awareness sessions
9. Confidentiality
Each party will keep confidential any non-public business, technical, financial, or personal information disclosed by the other party in connection with the services. Confidential information may only be used for the purpose of performing or receiving the services, and may not be disclosed to third parties without the disclosing party’s written consent, except as required by law. This obligation survives termination of the engagement for three (3) years.
10. Privacy and Data Protection
We collect, use, and disclose personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Our handling of Client data is further described in our Privacy Policy and our Data Retention Policy.
11. Intellectual Property
Pre-existing intellectual property of each party remains the property of that party. Custom configurations, scripts, runbooks, and documentation created specifically for the Client during a paid engagement are licensed to the Client for internal use upon full payment of the applicable invoice. We retain ownership of any underlying tools, templates, methodologies, and know-how developed independently of the engagement.
12. Warranties and Disclaimers
We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that services will be uninterrupted, error-free, or that all data loss or security incidents can be prevented.
13. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or related to these Terms or any Order Document, regardless of the legal theory, will not exceed the amounts actually paid by the Client to MakingITworc in the six (6) months preceding the event giving rise to the claim. In no event will we be liable for indirect, incidental, special, consequential, or punitive damages, including loss of data, loss of profits, or business interruption, even if we have been advised of the possibility of such damages.
14. Indemnification
The Client agrees to indemnify and hold harmless MakingITworc, its officers, employees, and contractors from any third-party claim arising out of: (a) the Client’s misuse of services or products; (b) Client-provided content, data, or instructions; or (c) the Client’s breach of these Terms, the applicable Statement of Work, or applicable law.
15. Term, Renewal, and Termination
Initial Term. Each Statement of Work has the initial term stated in it; absent another statement, the initial term is twelve (12) months from the Effective Date.
Renewal. Following the initial term, the agreement will automatically renew for successive twelve (12)-month periods on a rolling basis unless either party provides written notice of non-renewal at least two (2) months prior to the end of the current term. The Client may also submit a renewal request within the three (3) months preceding the contract end date to initiate renewal discussions. Pricing, scope, and terms may be adjusted at renewal based on then-current rates, changes in the supported environment, or mutually agreed modifications; any pricing changes will be communicated in writing at least sixty (60) days prior to the renewal date.
Termination for Convenience. After the initial term, either party may terminate the agreement for any reason by providing forty-five (45) days’ written notice to the other party.
Termination for Cause. Either party may terminate the agreement immediately upon written notice if the other party:
- Materially breaches any provision of the agreement and fails to cure such breach within ten (10) business days of written notice of the breach;
- Becomes insolvent, files for bankruptcy, or ceases normal business operations; or
- Fails to make payment of undisputed invoices within forty-five (45) days of the due date.
Effects of Termination.
- Termination does not relieve the Client of payment obligations for services rendered, fees incurred, or expenses accrued up to and including the effective date of termination.
- Upon termination, MakingITworc will provide reasonable transition assistance to a new provider for up to forty-five (45) days at the standard hourly rate.
- All access credentials, documentation, and Client data will be returned or securely deleted as requested by the Client, subject to our Data Retention Policy.
- Any prepaid monthly fees for services not yet rendered will be refunded on a pro-rated basis, less any outstanding amounts owed.
16. Force Majeure
Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including acts of nature, war, civil unrest, government action, internet or utility outages, supplier failures, pandemic, or labour disputes.
17. Governing Law
These Terms, and any dispute arising out of or in connection with 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. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising from or related to these Terms.
18. Changes to These Terms
We may update these Terms from time to time. Material changes will be posted on this page with an updated “Last Updated” date. Continued use of our services after a change constitutes acceptance of the updated Terms.
19. Contact
Questions about these Terms can be directed to:
MakingITworc
Email: support@makingitworc.ca
Web: makingitworc.ca