Terms of Service

Your access to and use of the WSC Services website and platform is conditioned upon your acceptance of and compliance with these Terms. By creating an account, submitting a contact form, requesting a consultation, or otherwise engaging our Services, you represent and warrant that you are at least eighteen years of age and possess the legal authority to enter into binding agreements.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, references to you shall include the organization. We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion for any reason not prohibited by applicable law.

These Terms apply to all visitors, users, clients, and others who access or use our Services. Your continued use of the website following any modification to these Terms constitutes your acceptance of the revised Terms.

WSC Services provides professional technology consulting and implementation services within the Professional, Scientific, and Technical Services sector, including but not limited to:

• Computer integrated systems design and architecture planning
• Cloud infrastructure deployment, migration, and optimization across major platforms
• Cybersecurity assessment, framework implementation, and compliance auditing
• Data analytics pipeline development, business intelligence dashboarding, and predictive modeling
• Enterprise network design, SD-WAN deployment, and managed connectivity solutions
• Ongoing managed IT support, help desk services, and proactive system monitoring

The specific scope, deliverables, timeline, and pricing for any Services engagement shall be documented in a separate Statement of Work -- SOW -- or project proposal mutually agreed upon in writing. These Terms serve as the master framework governing all such individual engagements unless explicitly superseded by provisions in the applicable SOW.

We make reasonable efforts to ensure that information on our website is accurate and current, but we do not warrant that descriptions of Services, pricing, or availability are complete, reliable, or error-free. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice to affected clients.

You agree to use our website and Services only for lawful purposes and in accordance with these Terms. You are responsible for maintaining the confidentiality of any account credentials, API keys, or access tokens provided to you, and you accept full responsibility for all activities that occur under your account.

In connection with your use of the Services, you shall not:

• Violate any applicable federal, provincial, local, or international law, regulation, or ordinance
• Engage in unauthorized access, interference, or disruption of our systems, networks, or the data of other users
• Transmit any viruses, malware, ransomware, trojan horses, or other malicious or harmful code through our platform
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of any software provided as part of our Services
• Use any automated means -- including bots, scrapers, or crawlers -- to access, collect, or extract data from our website without our prior written consent
• Infringe upon or violate the intellectual property rights, privacy rights, or any other rights of WSC Services, our clients, or any third party

You are solely responsible for ensuring that any data, documents, or materials you provide to us in the course of a Services engagement are complete, accurate, and lawfully obtained. We reserve the right to suspend or terminate access for any user who violates these acceptable use provisions.

All content, materials, and features available through our website -- including but not limited to text, graphics, logos, icons, images, audio clips, video, software, documentation, code, and the overall design and compilation thereof -- are owned by or licensed to Wsc Services Inc and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The WSC Services name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Wsc Services Inc or its affiliates. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our website are the trademarks of their respective owners.

Upon full payment for Services rendered, we grant you a non-exclusive, non-transferable, revocable license to use the specific deliverables produced for your engagement -- including system designs, architecture diagrams, configuration files, and documentation -- solely for your internal business purposes. Unless otherwise agreed in writing, we retain ownership of all pre-existing materials, tools, methodologies, frameworks, and know-how used in the delivery of Services.

You grant WSC Services a limited, royalty-free, worldwide license to use your name, logo, and a general description of the Services provided in our portfolio, case studies, and marketing materials unless you expressly opt out in writing.

Fees for our Services are set forth in the applicable SOW, project proposal, or invoice. Unless otherwise stated in writing, all fees are quoted in Canadian Dollars -- CAD -- and are exclusive of applicable taxes, which shall be your responsibility to pay in addition to the stated fees.

Payment terms are as follows unless modified by written agreement:

• Fixed-price projects require a forty percent deposit upon acceptance of the SOW, with the balance due upon delivery of the final milestone or within thirty calendar days of invoicing, whichever occurs first
• Time-and-materials engagements are invoiced monthly in arrears with payment due within fifteen calendar days of the invoice date
• Managed IT support and recurring service plans are invoiced monthly in advance with payment due on the first day of each billing period

Late payments shall accrue interest at the rate of one and one-half percent per month -- 18% per annum -- or the maximum rate permitted by applicable law, whichever is lower. You shall reimburse us for all reasonable costs incurred in collecting any overdue amounts, including legal fees and collection agency charges. We reserve the right to suspend or terminate Services if payment is more than thirty calendar days past due.

To the fullest extent permitted by applicable law, Wsc Services Inc, its officers, directors, employees, agents, subcontractors, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with your use of -- or inability to use -- our website or Services, whether based on warranty, contract, tort -- including negligence --, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the greater of -- a -- five hundred Canadian Dollars, or -- b -- the total fees actually paid by you to WSC Services during the six-month period immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities for certain types of damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Wsc Services Inc, its officers, directors, employees, agents, subcontractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses -- including reasonable legal fees -- arising out of or related to:

• Your use of our website or Services in violation of these Terms or applicable law
• Your infringement or misappropriation of any intellectual property rights or other rights of any third party
• Any data, materials, content, or configurations that you provide to us in connection with a Services engagement
• Any unauthorized use of your account credentials or access tokens by a third party

We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with us in asserting any available defenses. You shall not settle any claim without our prior written consent if such settlement imposes any obligation on WSC Services or involves any admission of liability by us.

These Terms shall remain in full force and effect while you use our website or receive Services from us. You may terminate your use of the website at any time by ceasing all access. Termination of a specific Services engagement shall be governed by the termination provisions in the applicable SOW.

We may terminate or suspend your access to our website or Services immediately, without prior notice or liability, for any reason including but not limited to:

• Your breach of any provision of these Terms or any applicable SOW
• Your failure to pay undisputed fees when due and such failure continues for more than fifteen days after written notice
• Your engagement in fraudulent, illegal, or harmful conduct in connection with our Services
• A request by law enforcement or other government agency
• Discontinuance or material modification of the relevant Services
• Unexpected technical or security issues that, in our reasonable judgment, necessitate suspension

Upon termination, your right to access and use the website and Services shall immediately cease. Provisions of these Terms that by their nature should survive termination -- including but not limited to intellectual property rights, limitation of liability, indemnification, governing law, and payment obligations -- shall survive.

Our website and Services are provided on an as is and as available basis without any warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Wsc Services Inc expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• Our website or Services will function uninterrupted, securely, or be available at any particular time or location
• Any errors, defects, or vulnerabilities in our website or deliverables will be corrected
• The results that may be obtained from using our Services will be accurate, reliable, or meet your expectations
• The outcomes of any cybersecurity assessment, audit, or penetration test guarantee your systems will be immune from attack or breach

Any advice, recommendations, or information provided by WSC Services personnel, whether oral or written, shall not create any warranty not expressly stated in these Terms. You acknowledge that technology consulting inherently involves judgment calls and that outcomes depend on factors beyond our control, including your internal processes, third-party vendor choices, and the evolving threat landscape.

These Terms and any dispute or claim arising out of or in connection with them -- including non-contractual disputes or claims -- shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles that would result in the application of another jurisdictions laws.

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiations between the parties. If the parties are unable to resolve the dispute within thirty calendar days of either party providing written notice of the dispute, either party may refer the matter to mediation administered by the ADR Institute of Canada in accordance with its National Mediation Rules.

If mediation is unsuccessful, the parties agree to submit to binding arbitration before a single arbitrator in Hamilton, Ontario, in accordance with the Arbitration Act, 1991 -- Ontario. The language of the arbitration shall be English. The arbitrators decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this clause prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. When we make material changes, we will update the effective date at the top of this document and, for changes that significantly affect your rights or obligations, we will make reasonable efforts to provide notice through our website, by email to active clients, or through the Services interface.

Material changes will become effective thirty calendar days after the date of posting unless a different effective date is specified. Non-material changes -- including clarifications, typographical corrections, and formatting improvements -- become effective immediately upon posting.

Your continued use of our website or Services after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree with the revised Terms, you must discontinue use of our website and Services and, if applicable, terminate any active Services engagement in accordance with the termination provisions in the relevant SOW.

These Terms, together with our Privacy Policy and any applicable SOW, constitute the entire agreement between you and WSC Services regarding the subject matter hereof and supersede all prior agreements, understandings, representations, and warranties, whether written or oral.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms at our sole discretion, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.