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.
MakingITworc provides managed IT services for Microsoft Windows-based environments, including but not limited to:
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.
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.
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.
Pricing, currency, and one-time versus recurring fees are set out in the applicable Statement of Work or Purchase Order. Unless otherwise specified:
MakingITworc reserves the right to suspend services if invoices remain unpaid for more than forty-five (45) days , following written notice.
Separately from suspension for non-payment, MakingITworc may temporarily suspend access or disconnect affected systems where reasonably necessary to protect the Client, MakingITworc, or other customers from a security incident or threat.
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.
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.
Unless an applicable Statement of Work expressly designates them as service-level commitments, the response times above are operational targets rather than guaranteed service levels.
The Client agrees to:
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.
MakingITworc is not responsible for interruptions, outages, security incidents, licensing or pricing changes, or discontinued features caused by third-party vendors or service providers (including Microsoft, Cisco, Atlassian, internet service providers, and cloud platforms).
The following services are out of scope under a standard managed IT agreement and will be quoted separately at our prevailing rates if requested:
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.
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 .
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.
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.
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.
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.
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:
Effects of Termination.
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.
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.
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.
These Terms, together with the applicable Statement of Work, Purchase Order, quotation, and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the services and supersede all prior discussions, proposals, representations, or agreements relating to the subject matter.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
A failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that provision or of any other right.
Neither party may assign these Terms without the written consent of the other, except as part of a merger, acquisition, or sale of substantially all of its assets, in which case notice will be provided to the other party.
Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties. Each party is an independent contractor.
Electronic signatures, electronic acceptance, and emailed approvals of Order Documents are deemed originals and are legally binding to the same extent as a handwritten signature.
Questions about these Terms can be directed to: MakingITworc Email: support@makingitworc.ca Web: makingitworc.ca
These Terms are a contract framework for our managed IT services. Specific service scope, fees, and engagement-specific terms are governed by the Statement of Work signed for each client engagement.