Master Services Agreement – Terms and Conditions

1. Scope and Intent

This Agreement governs the general terms under which Skycomp will provide professional, technical, or consulting services (“Services”) to Client. Specific service descriptions, rates, deliverables, and project scopes will be governed by separate Service Agreements or Statements of Work (“SOW”) executed by both parties, each of which shall reference and incorporate this Agreement.

2. Term

This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with Section 15. It will automatically apply to all future Services unless replaced by a newer version signed by both parties.

3. Services Provided

Skycomp shall provide the Client with services as described in each applicable SOW or service-specific agreement. Skycomp will use reasonable efforts to deliver services in a timely and professional manner according to industry standards.

4. Charges and Payments

The charges payable by the Client for the Services shall be determined in accordance with the following terms and conditions:

Standard Rates
All quotes provided to the Client for Services performed, or to be performed, by Skycomp shall be on a “Time and Materials” basis, unless otherwise agreed to in writing between Skycomp and the Client.

Monthly Invoices
Skycomp will submit invoices for all applicable charges on a monthly basis. Invoices paid via Pre-Authorized Debit (PAD) will be be processed on the first day of each month.

Delinquency Fees
Skycomp reserves the right to charge the Client a delinquency fee of two percent (2%) per month on the outstanding balance of any invoice submitted to the Client should there be any outstanding balance remaining thirty (30) days after the invoice has been issued from Skycomp.

Out-of-pocket Expenses
The Client shall pay Skycomp the cost of all out-of-pocket expenses such as postage fees and shipping costs to the extent that these expenses are incurred directly as a result of the performance or delivery of Services.

Mileage
The Client shall be charged for each visit to the Client required by Skycomp personnel for any location that exceeds seventy-five (75) kilometers from the location of Skycomp as per paragraph 16 hereof (“Mileage Fee”). The Mileage Fee applicable for invoices through this Agreement is located at schedule “C”.

Taxes
All applicable taxes and interest related to the provision of Services or any associated materials hereunder shall be payable by Client. All charges outlined in paragraph 4 hereof shall be calculated and invoiced exclusive of applicable taxes; which applicable taxes shall be added to each respective invoice to the Client.

5. Client Responsibilities

Client agrees to:

Provide timely access to relevant personnel, systems, and facilities;
Maintain the minimum technical standards where required by Skycomp;
Ensure that any provided data or access is secure and within its authority to grant.

Delays due to Client’s failure to meet obligations may incur additional charges.

6. Physical Access and Premises

Skycomp shall comply with Client’s site-specific security and access requirements. The Client agrees to provide adequate workspace, network access, and facilities if on-site presence is required. The Client has the right to appoint an officer or employee of the Client for the purposes of supervising the performing of the services by Skycomp.

7. Remote Access and Authorization

(a) Authorization to Access Systems
The Client hereby grants Skycomp authorization to access its IT systems, devices, networks, and applications remotely for the purpose of delivering Services under this Agreement or any applicable Service Agreement or Statement of Work. Such access may be provided via secure remote monitoring and management tools, VPN, remote desktop protocols, or other industry-standard access methods approved by both parties.

(b) Security and Compliance
Skycomp agrees to take reasonable and appropriate steps to ensure the confidentiality, integrity, and security of any systems accessed remotely. All remote access tools used by Skycomp will include secure authentication, logging, and session encryption. Skycomp personnel will comply with the Client’s reasonable access policies and protocols where applicable.

Diagnosing and resolving technical issues;
Performing routine maintenance, updates, or patches;
Monitoring system health and security alerts;
Deploying or configuring software and hardware.

Skycomp will make efforts to notify the Client in advance when non-routine or potentially disruptive changes are being made remotely, unless an urgent or emergency response is required.

(d) Consent and Recordkeeping
By granting remote access, the Client acknowledges and consents to Skycomp performing actions necessary to fulfill its support obligations. Skycomp will maintain internal records of remote sessions, including time of access and general nature of tasks performed. These records will be made available to the Client upon reasonable request.

(e) Revocation of Access
The Client reserves the right to revoke remote access at any time with written notice. In such cases, Skycomp may be limited in its ability to provide Services, and any resulting delays or additional costs may be billed to the Client at the applicable rates.

(f) Limitation of Liability
Skycomp shall not be held liable for any system issues or data loss resulting from remote support activities conducted in accordance with industry standards and the scope of Services, except where such issues are caused by gross negligence or willful misconduct on the part of Skycomp personnel.Top of FormBottom of Form

8. Confidentiality

Except as may be necessary in the performance of the Services under this Agreement, Skycomp shall not at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproduction or recordings of any type, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or other written, printed or otherwise recorded material of the Client, or any material which relates in any manner to the present or prospective business of the Client. Skycomp shall have no interest in any of this material and agrees to surrender any of this material which may be in its possession to the Client immediately upon the termination of this Agreement or at any time prior to the termination upon the request of the Client provided all outstanding invoices have been paid in full.
Skycomp shall not at any time (except under legal process) divulge any matters relating to the business of the Client or any customers or agents of the Client which may become known to it by reason of its Services or otherwise and shall be true to the Client in all dealings and transactions relating to the Services contemplated by this Agreement. Furthermore, Skycomp shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of the Client, including knowledge relating to customers, clients, or employees of the Client.

9. Ownership of Work Product

Materials and intellectual property developed by Skycomp remain its property unless explicitly assigned.
Client retains rights to deliverables specified in the SOW, subject to payment of all fees.
All pre-existing intellectual property of either party shall remain its exclusive property.

10. Third-Party Products

(a) Use and Integration of Third-Party Solutions
Skycomp may recommend, provide, manage, or integrate third-party software, hardware, platforms, or services (“Third-Party Products”) as part of the Services outlined in a Managed Services Agreement or Statement of Work (“SOW”). These may include, but are not limited to, cybersecurity tools, backup and recovery solutions, productivity suites, networking equipment, and cloud-based services.

(b) Managed Third-Party Products
Where Third-Party Products are expressly included within the scope of a Managed Services Agreement, Skycomp will be responsible for their ongoing configuration, monitoring, and management. This includes liaising with the third-party vendor for support escalations, ensuring licensing is current (if Skycomp is the license provider), and taking reasonable steps to maintain service continuity and performance within Skycomp’s control.

Failures or outages of Third-Party Products beyond Skycomp’s administrative control;
Vendor-driven service deprecations, pricing changes, or policy amendments;
Client misuse, interference, or configuration changes made without Skycomp’s approval;
Expired or invalid licenses where Skycomp is not the license holder or manager.

(d) Support Outside of Scope
Support for Third-Party Products not explicitly covered by a Managed Services Agreement may be provided by Skycomp on a time and materials basis, subject to availability and agreement by both parties.

(e) Client Acknowledgement
The Client acknowledges that successful operation of Third-Party Products may depend on their cooperation, including adherence to recommended usage guidelines, timely payment for licensed services, and approval of necessary updates or upgrades advised by Skycomp or the vendor.

11. Backup and Disaster Recovery

Unless explicitly included in a signed Statement of Work (SOW) or Service Agreement, Skycomp shall not be responsible for performing, monitoring, validating, or restoring system or data backups on behalf of the Client. It is the sole responsibility of the Client to ensure that appropriate backup strategies and disaster recovery solutions are in place to protect its data, software, and systems.

Optional Managed Backup Services
Skycomp may offer managed backup and disaster recovery solutions as an optional service under a separate agreement. Where such services are engaged, they will be governed exclusively by the terms, performance targets, and service scope outlined in the applicable SOW or Service Agreement. Skycomp does not guarantee successful backup or recovery unless explicitly defined, tested, and agreed upon in writing.
Limitation of Liability for Data Loss
Skycomp shall not be held liable for any data loss, corruption, or business interruption arising from:

Failures in the Client’s existing backup systems or policies,
The Client’s failure to engage Skycomp for backup-related services, or
Events outside of Skycomp’s control including hardware failures, cyber incidents, or third-party system outages.

Client Obligations
If the Client has not engaged Skycomp for managed backup services, the Client agrees to:

Maintain verified backup routines and infrastructure,
Ensure offsite backup retention as appropriate for their risk profile,
Conduct periodic backup validation and restoration testing.

12. Risk of Loss

All work, including but not limited to the materials, data, specifications, equipment and programs which have been delivered to the Client by Skycomp shall become the responsibility of the Client to protect from loss, damage or destruction. The replacement of any such work lost, damaged or destroyed after delivery to the Client shall be at the sole expense of the Client.

13. Assignment

Neither party may assign this Agreement without written consent of the other, except as part of a merger or sale of substantially all assets.

14. Limitations of Liability

(a) Notwithstanding anything to the contrary herein contained, Skycomp shall not be liable for any loss suffered by the Client arising from or connected with the use or application of any Services provided by Skycomp for purposes other than those for which the Services were designed.

(b) The Parties recognize that the exclusive warranty offered by Skycomp under this Agreement is that the Services and materials provided to the Client are to be of a professional quality conforming to generally accepted practices in the field of information management and technology.

(c) The Client’s recoverable damages shall be limited to actual direct damages and shall in no case exceed the total Applicable Charges actually paid by the Client in any Three (3) calendar months for Services.

(d) The Client shall indemnify Skycomp from any third-party claim related to the Client using any products or results of the Services performed by Skycomp through this Agreement.

15. Termination

If either party breaches its obligations under this Agreement, the non-breaching party may provide written notice of the breach and request the defaulting party to remedy it. If the breaching party fails to remedy the breach within thirty (30) days of receiving written notice, the non-breaching party may terminate this Agreement immediately by providing written notice. In the event of the Client’s failure to fulfill their obligations, the Client shall be held liable for the payment of three (3) months’ worth of services.

16. Post-Termination Duties

Upon termination, Skycomp shall remove all installed tools and return or destroy any Client data as instructed. The Client shall grant reasonable access to Skycomp to facilitate this process. Skycomp shall cooperate in a reasonable transition of services if requested.

17. Changes to Services

Any modification to Services, rates, or scope must be documented in writing and signed by both parties through a change order or amended SOW.

18. Force Majeure

Skycomp shall not be liable for failure to perform caused by circumstances beyond its control, including but not limited to acts of God, cyberattacks, labor disputes, pandemics, or governmental orders.

19. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

20. Non-Solicitation

During the term of this agreement and for a period of twelve (12) months following its termination or expiration for any reason, each party agrees that it shall not, directly or indirectly, solicit, recruit, or induce (or attempt to do any of the foregoing) any employee, independent contractor, or consultant of the other party who was involved in the performance or receipt of the Services under this Agreement, to terminate their relationship with the other party in order to become employed or engaged in any capacity by the soliciting party or any entity affiliated with it.

21. Entire Agreement

This Agreement, along with any referenced SOWs and Service Agreements, Approved Quotes, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any prior oral or written agreements.

22. Notices

All notices must be sent in writing to the addresses specified, either via personal delivery or registered mail.