Terms

Terms

Terms of Service

1. Overview

These Terms apply to all services offered by SIMNET Inc., headquartered at 9-605 Brock Street North, Whitby, ON L1N 8R2 (“SIMNET”, “we”, “us”, or “our”). By engaging with our services, you agree to be bound by these Terms, our Privacy Policy, Acceptable Use Policy, and any applicable service-specific agreements or Statements of Work (SOW).

2. Services and Agreements

  • Our services are provided under the structure of:
  • Mutually Agreed Master Service Agreement;
  • The following Master Terms of Service;
  • Any accompanying Statement(s) of Work (SOW);
  • Service-Specific Terms applicable to the services
  • subscribed;
  • Our SIMNET Policies, including Service Level Agreements (SLA), Acceptable Use Policy (AUP), and Privacy Practices.
  • Each SOW will outline the specific services, deliverables, pricing, and duration applicable to your service engagement with SIMNET.

3. Billing and Payment

3.1 Fees

You agree to pay all fees as outlined in your Statement of Work. Fees may include:

  • Recurring monthly, quarterly, or annual service charges;
  • One-time fees (e.g., onboarding, project work);
  • Charges for additional or ad hoc services.

Fees. Fees shall include any one or more, as may be applicable, of any monthly, quarterly or annually recurring fee, one time fees such as set up, Remote Hands Fee and/or
Professional Service Fee as stated in the SOW, and any other fees charged by SIMNET for ad hoc Services requested or consumed by Customer and provided by SIMNET and that have been agreed to in writing by Customer. In consideration for SIMNET’s delivery of the Services, Customer shall pay the Fees as follows:

  • any recurring fee set out in the SOW on a monthly, quarterly, annual (or other schedule as stated in the SOW) basis in advance within 30 days of date of invoice, invoicing to commence on the Billing Commencement Date. Unless otherwise noted in the applicable SOW, the initial invoice shall include two months of recurring fees, the second month of which to be credited to the last month of the Term or Renewal Term, as applicable. Any partial months shall beinvoiced on a prorated basis;
  • any set up fee set out in the SOW are due on date of invoice;
  • any Professional Service Fee set out in the SOW are due on date of invoice ; and
  • any one time Fees which have been agreed to in writing by Customer, including but not limited to Remote Hands Fees, are due on date of invoice .

3.2 Payment Terms

Invoices are due within 30 days of issue. Interest may accrue on overdue amounts at 2% per month (24% per annum). Disputed amounts
must be raised within 20 days of invoice.

3.3 Taxes

You are responsible for all applicable taxes except for taxes based on SIMNET’s income.

Customer shall be responsible for paying any applicable sales, use, excise, and value added or similar sales taxes or assessments imposed upon the Services by any federal, provincial/state, or local government authority, exclusive of taxes based upon SIMNET’s income or payroll. If Customer is required to withhold any taxes from payments owed to SIMNET under this Agreement, then the amount of the payment due will automatically be increased by the Customer by the amount of such tax, so that the amount actually received by SIMNET equals the amount invoiced by SIMNET or otherwise due.  

Upon request, Customer shall promptly furnish SIMNET with all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

3.4  Interest. 

Interest shall begin to accrue on those amounts which remain unpaid and that are not subject to a good faith dispute on the thirty-first (31st) day after the date of each invoice at the rate of 2% per month (24% per year) until paid in full.

3.5 Renewal. 

SIMNET may increase the Fees for any Renewal Term upon 30 days notice prior to the commencement of such Renewal Term.  In any case, SIMNET has the right to increase the Fees by no more than the national Consumer Price Index on each annual anniversary during the Term.

3.6 Disputes.  

Notwithstanding the foregoing, Fees reasonably disputed by Customer (along with late fees attributable to such amounts) shall not be due and payable if, and only if, Customer:

  • pays all undisputed Fees on or before the date specified in section 4.1 hereof;
  • presents a written statement of any billing or other discrepancies to SIMNET in reasonable detail together with appropriate supporting documentation no later than 20 days after the date of such invoice; and
  • Negotiates in good faith with SIMNET for the purpose of resolving such dispute within ten (10) days of submitting such written statement to SIMNET.  In the event such dispute is mutually agreed upon and resolved in favour of SIMNET, Customer agrees to pay SIMNET the disputed Fees together with any applicable late fees within five (5) days of the resolution.  In the event such dispute is mutually agreed upon and resolved in favour of Customer, Customer will receive a credit for the disputed Fees and any applicable late fees actually invoiced, plus a credit equal to five percent (5%)  on future invoices.  In the event the dispute is not resolved in such thirty (30) day period, either party may apply to a court of competent jurisdiction for resolution.  
  • Service Suspension. SIMNET may, on the thirty-first (31st) day after the date of any invoice that has not been disputed pursuant to this section, suspend the provision of all or any part of the Services, including but not limited to the Service Levels (the “Suspension Period”) for so long as Customer has not paid the subject invoice in full. In the event of a suspension of Services, the Term shall, subject to any right of Termination contained in the Terms and Conditions attached hereto, be extended by an amount of time equal to that of the Suspension Period.

4. Term and Termination

4.1 Term

Service begins on the Billing Commencement Date and continues for the agreed term outlined in the SOW. It will automatically renew unless cancelled with 30 days’ written notice prior to the renewal date.

4.2 Termination

You may terminate the service for cause if SIMNET materially breaches these Terms. SIMNET may do the same if you violate your obligations.
Early cancellations may be subject to fees as described in your SOW.

4.3 Data Return and Destruction

Upon termination, we will provide access to your data and, upon your request, securely delete all hosted data per our Data Destruction
Policy.

5. Warranties and Disclaimers

We warrant that our services will be performed professionally and substantially in accordance with the applicable documentation. However, we make no guarantees about uninterrupted service, data security beyond industry standards, or suitability for specific business outcomes.

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

6. Limitations of Liability

Except where prohibited by law or expressly stated, SIMNET’s liability will not exceed $2,000,000 CAD per claim. We are not liable for indirect or consequential damages, including loss of profits, data, or business opportunities.

7. Acceptable Use

By using SIMNET services, you agree not to:

  • Violate any laws or regulations;
  • Infringe intellectual property rights;
  • Send spam, malware, or harmful content;
  • Attempt to disrupt or bypass system/network security.
  • Full policy available: SIMNET Acceptable Use Policy

8. Confidentiality

Each party agrees to protect the other’s confidential information using the same care it uses to protect its own. Confidentiality obligations survive termination of service.

9. Intellectual Property

All software, tools, and documentation provided by SIMNET remain our exclusive property. You are granted a limited, non-exclusive license to use them for the duration of your engagement only.

10. Governing Law

These Terms shall be governed by the laws of the Province of Ontario, Canada. All disputes must be brought exclusively before the courts of that jurisdiction.

11. Service Levels (SLA)

We aim to provide 99.99% uptime for our services. Service interruptions may qualify for service credits as described in your SLA. See full policy: SIMNET Software Availability SLG

SIMNET
Software Availability SLG. SIMNET guarantees that the SIMNET Software will be available to respond to IP requests 99.99% of the time during each calendar month. Any Service interruption that results in a SIMNET Software failure to respond to IP requests as stated herein in any calendar month is an ‘Software Event’ constituting a failure to achieve this SIMNET Software Availability SLG.

12. Notices

All legal notices must be sent to:

SIMNET Inc.

9-605 Brock St North, Whitby, Ontario, L1N 8R2

Email: notices@SIMNET.ca

13. Changes to Terms

We may update these Terms occasionally. Continued use of the services constitutes your agreement to the new terms. Material changes will be communicated at least 15 days in advance.

Questions?

Please contact us at support@SIMNET.ca if you have any questions or concerns regarding these Terms.

Our Security Commitment 

As a managed service provider (MSP), we are committed to maintaining the highest level of security for our clients. We understand the importance of protecting sensitive information and maintaining compliance with industry standards such as SOC 2.
To achieve this, we have implemented a comprehensive security program that includes regular risk assessments, security testing, and incident response planning. Our team of experienced security professionals works diligently to ensure that all of our systems and processes meet or exceed industry standards for security and compliance.
In addition, we have implemented strict access controls to ensure that only authorized personnel have access to client data on ‘least privilege’ and ‘Need to know’ basis we regularly monitor and audit all access to sensitive information.
We also maintain industry-standard encryption for data in transit and at rest, and we regularly backup all data to ensure that it can be quickly restored in the event of a disaster.
We are committed to transparency and communication with our clients about our security practices, and we will work with them to address any concerns or questions they may have.
We will keep our commitment to security and compliance through regular review and update of our security processes and protocols.

Continuous Security Commitment:
 – Vulnerability Management
 – Security Awareness Training
 – Third Party Audits
 – Roles and Responsibilities
 – Information Security Program
 – Continuous Monitoring

Report Vulnerabilities:  Support@simnet.ca

Copyright 2024,

Simnet Inc.

9-605 Brock St. North

Whitby, Ontario L1N 8R2