This is the agreement you accept when you approve a WILDCARD quote. The services, pricing and service levels specific to your engagement live in the Service Attachments named on your Order. Questions: [email protected].
This Master Service Agreement establishes how we'll work together to achieve your technology goals throughout our engagement. See Legal Appendix for detailed legal terms.
Between WILDCARD* Managed IT Services and the Client named on your Order
🤝 Our Partnership: This Master Services Agreement creates the framework for our technology partnership. The specific services we provide are detailed in separate Service Attachments that describe exactly what you're getting.
📋 Service Types:
⚙️ How Services Work: Each Solution has its own Service Attachment with specific deliverables, pricing, and terms. When we both sign a Service Attachment, it becomes part of this agreement.
🕒 Business Hours: Monday–Friday, 8am–5pm Local Time (excluding holidays)
💰 Pricing & Payment:
🚫 Service Suspension: We may pause services if payment is 14+ days late, with 7 days written notice
⚖️ Minimum Standards: Your technology must meet our basic requirements for us to deliver effective services. If not, we'll work together to bring systems up to standard.
🔑 Access & Cooperation: You'll provide timely access to systems, information, and facilities we need to do our job.
📋 Software Licensing: You're responsible for ensuring all software is properly licensed. When you ask us to work with your software, you confirm you have legal rights to use it.
🛡️ Insurance: You must maintain appropriate cyber liability insurance. Without it, we're not responsible for costs that would have been covered by such insurance.
🔒 Confidentiality: We both agree to keep each other's sensitive information private. This includes business details, financial information, customer data, passwords, and anything marked confidential. This protection continues indefinitely, even after our agreement ends.
💾 Your Data: All your data remains yours. We follow Canadian privacy laws and only use your data to provide services. For regulated data (HIPAA, GDPR, etc.), we'll sign additional agreements as needed. We will not hand over your data without warrant.
🔗 Third-Party Services: We use various trusted partners (Microsoft, security providers, backup services, etc.) to deliver our solutions. We're not responsible for third-party service failures, but we'll help you seek remedies directly from those providers when needed.
🔑 Access & Credentials: Login information we provide is confidential. Keep it secure and report any suspected issues immediately.
⚠️ Our Recommendations: When we recommend technology changes, you make the final decisions. If you choose not to follow our security recommendations, you're responsible for any resulting damages, but we'll always explain the risks clearly.
🎓 Knowledge Transfer: We'll train you on the technology we implement. If you choose not to participate in recommended training, you can't later claim the technology doesn't work.
🧑🔬 Professional Standards: We warrant our services will be performed professionally and as described in your Service Attachment.
🔍 Pre-Existing Conditions: During the 30-day implementation period, we'll document your current security baseline. You're responsible for any security incidents or compliance violations stemming from conditions that existed before our engagement, even if discovered during or after our assessment.
💼 Liability Limits: Our financial responsibility is limited to either our insurance coverage or what you've paid us in the last 6 months, whichever is greater. Neither of us is responsible for indirect damages like lost profits or data loss.
🛡️ Mutual Indemnification: We each protect the other from claims caused by our own negligence or misconduct. You protect us from claims related to your software licensing or data privacy compliance issues.
🌪️ Force Majeure: Neither party is responsible for failures caused by events beyond reasonable control (natural disasters, pandemics, government orders, etc.).
🚫 Service Exclusions: We're not responsible for:
💡 What You Own: You own all customized work we create specifically for your business and all your data.
🔧 What We Own: We retain ownership of our methods, tools, processes, and any improvements to our services. You get a license to use everything we implement for you.
⏰ Agreement Duration: This Master Agreement stays active while you have services with us, plus 3 years afterward (making it easy to add new services later).
📝 Service Terms: Each service requires a 90-day minimum commitment. After that, either party can cancel with 60 days' written notice.
📈 Price Changes: We won't change your service fees during your current term. Any increases only take effect when your agreement renews. Third-party service costs may change with 30 days' notice.
🚪 Termination Rights: Either party can terminate this agreement with 60 days' written notice. We can terminate immediately for serious issues like non-payment or confidentiality breaches.
🔄 Transition Support: When services end, we'll help transfer your data and systems to you or another provider. This transition work is billed separately at our current rates and must be paid before we begin.
📦 What Happens Next: Upon termination, you pay outstanding fees, and we return all your data and work products you've paid for.
🗣️ Talk First: If we disagree about something, we'll try to work it out through friendly discussion within 30 days.
🤝 Mediation: If discussion doesn't work, we'll try mediation with a neutral third party.
⚖️ Arbitration: Final disputes go to arbitration rather than court. The costs of formal dispute resolution shall be borne equally by both parties unless otherwise determined by the arbitrator.
📧 Communications: All official notices must be sent by email to the addresses in your Service Attachment (send legal notices to [email protected]).
🔄 Assignment: Neither of us can transfer this agreement without permission, except we can transfer it if our company is sold or restructured.
🌍 Governing Law: This agreement follows Canadian law and Alberta jurisdiction.
📄 Complete Agreement: This Master Agreement plus your Service Attachments and the Legal Appendix represent our complete understanding.
🛡️ Survival: Confidentiality, intellectual property, indemnification, and limitation of liability terms survive termination.
🎯 The Bottom Line: We've designed this agreement to build a strong partnership that gives you technology that works with your business. Specific services and pricing are in your Service Attachments, with detailed legal protections in the Legal Appendix.
Detailed Legal Terms & Protections
Except as expressly set forth in this Agreement, Provider makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, and Provider expressly disclaims all such warranties.
In no event shall either party be liable to the other party or to any third-party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not a party has been advised of the possibility of such damages.
By Client: Client shall defend, indemnify and hold Provider harmless against all costs and expenses, including reasonable attorney's fees, associated with any claim that: (a) Provider's use of any software that Client requested Provider to use infringes any intellectual property right; (b) relates to software licensing compliance; (c) relates to any data privacy, data protection, or data breach regulation to which Client is subject; or (d) arises from Client's negligent acts, omissions, or intentional misconduct.
By Provider: Provider agrees to indemnify and hold Client harmless from and against all loss, liability, and expense including reasonable attorney's fees caused by Provider's negligent act, error, omission, or breach of contractual obligations, subject to the limitation of liability set forth above.
Provider may assign its rights and obligations under this Agreement without Client's consent in the event of a change in control of 50% or more of the equity of Provider, the sale of substantially all the assets of Provider, or the restructuring or reorganization of Provider. Client may not assign this Agreement without Provider's prior written consent.
Provider will not be liable for any failure of performance due to causes beyond its reasonable control, including but not limited to fire, flood, electric power interruptions, national or regional emergencies, epidemics, pandemics, public health emergencies, stay-at-home orders, civil disorder, acts of terrorism, strikes, acts of God, or any law, regulation, or order of any governmental authority. If such conditions continue for more than thirty (30) days, either party may terminate the affected portions of this Agreement.
The following provisions shall survive termination or expiration of this Agreement: confidentiality obligations, intellectual property rights, indemnification, limitation of liability, governing law, and dispute resolution.
Provider maintains professional liability insurance with aggregate limits of at least CAD $500,000. Client acknowledges that Provider strongly recommends Client maintain first-party cyber liability insurance with minimum coverage of CAD $1,000,000. In the absence of such insurance, Provider shall not be liable for any losses, damages, or expenses that would have been covered by an industry-standard first-party cyber liability policy.
Provider uses third-party services to deliver solutions and is not responsible for third-party service issues or failures. Client must seek remedies directly from third-party providers. A current list of third-party services is available upon request.
Each party hereby waives any right to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
In any dispute resolved through arbitration or litigation, the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party.