PCPAL IT Solutions Inc.
Standard Terms and Conditions
Managed IT Services • Professional Services • Cloud & Security Services
Effective date
July 2, 2026
Provider
PCPAL IT Solutions Inc. (“PCPAL”)
Client
The organization identified in the accepted Estimate, Order Form, or Statement of Work (“Client”)
Governing Jurisdiction
Province of Nova Scotia, Canada
Acceptance
Signature, electronic acceptance, payment, or authorization to begin Services
1. Agreement Structure and Order of Priority
1.1 These Standard Terms and Conditions apply to every service, subscription, licence, purchase, project, and support engagement supplied by PCPAL unless PCPAL agrees otherwise in writing.
1.2 The complete agreement consists of these Terms together with each accepted Estimate or Order Form, applicable Service Schedule, Product Schedule, and Statement of Work (collectively, the “Agreement”).
1.3 If documents conflict, the following order applies: (a) signed Statement of Work; (b) accepted Estimate or Order Form; (c) Product Schedule; (d) Service Schedule; and (e) these Terms. A document overrides another only to the extent of the specific conflict.
1.4 Services not expressly listed in an accepted document are excluded and require separate written approval and additional charges.
2. Services and Scope Control
2.1 PCPAL will provide the Services expressly identified in the applicable accepted document with reasonable care and skill consistent with generally accepted practices for small and medium-sized business IT services.
2.2 The number of supported users, devices, locations, tenants, domains, applications, backup workloads, and service hours is limited to the quantities stated in the accepted Estimate or Schedule.
2.3 A change to supported quantities, locations, service hours, retention requirements, compliance obligations, or technical responsibilities is a scope change. PCPAL will document the change and may revise fees before performing the additional work.
2.4 PCPAL may use employees, contractors, distributors, cloud providers, and specialist partners to deliver the Services. PCPAL remains responsible for coordinating the Services expressly included in the Agreement.
2.5 Unless specifically included, project work, migrations, redesigns, remediation of pre-existing conditions, after-hours work, onsite support, cabling, procurement, website development, compliance certification, legal advice, and forensic investigation are outside scope.
3. Service Requests and Service Level Objectives
3.1 Service Level Objectives (“SLOs”) are response targets, not guaranteed resolution times or service-level warranties.
3.2 PCPAL prioritizes requests based on business impact. Critical incidents affecting most or all users receive priority over individual or non-urgent requests.
3.3 A Client must use the designated support channels and provide accurate impact details. Critical incidents should be reported by telephone in addition to a ticket or email.
3.4 Resolution depends on issue complexity, timely Client cooperation, third-party availability, hardware and licensing availability, internet access, and other factors outside PCPAL’s reasonable control.
3.5 Planned onboarding, offboarding, device deployment, and major changes require at least five business days’ notice unless a different lead time is agreed in writing.
4. Client Responsibilities
4.1 The Client will appoint authorized contacts who may request changes, approve purchases, and receive security or billing notices.
4.2 The Client will provide timely access, accurate information, working equipment, supported software, valid licences, required approvals, and reasonable cooperation.
4.3 The Client is responsible for lawful use of its systems; user conduct; employment decisions; the accuracy and legality of its data; and deciding whether to implement PCPAL recommendations.
4.4 The Client must notify PCPAL promptly of employee departures, suspected compromise, lost or stolen devices, ownership changes, cyber-insurance requirements, and any material change to its environment.
4.5 The Client will not permit another provider or user to materially alter managed configurations without notifying PCPAL. PCPAL may charge to diagnose or repair issues caused by unauthorized or undocumented changes.
5. Fees, Invoicing, Taxes, and Price Changes
5.1 Recurring services are billed monthly or annually in advance unless the accepted Estimate states otherwise. Projects, onsite work, hardware, and out-of-scope services are billed as stated in the applicable document.
5.2 Invoices are due within fifteen calendar days unless another period is stated. Applicable taxes, including HST, are additional.
5.3 PCPAL may require deposits, advance payment, or approved payment authorization for hardware, subscriptions, licences, projects, or material third-party commitments.
5.4 Third-party licence, subscription, shipping, tax, exchange-rate, or vendor price changes may be passed through upon notice. PCPAL may revise its recurring service fees at renewal by giving at least sixty days’ written notice.
5.5 Overdue amounts may accrue interest at 1.5% per month (18% annually), or the maximum permitted by law if lower. PCPAL may suspend non-critical Services after written notice where undisputed amounts remain overdue.
5.6 Client-approved purchases, committed subscriptions, special-order items, completed work, and non-refundable vendor charges are non-cancellable and non-refundable.
6. Term, Renewal, and Termination
6.1 Unless the accepted Estimate states otherwise, the initial managed-service term is twelve months beginning on the service commencement date.
6.2 The Agreement renews automatically for successive twelve-month terms unless either party gives at least thirty days’ written notice before the current term ends.
6.3 During the first ninety days of a new managed-service engagement, either party may terminate the recurring managed Services on at least 15 days’ written notice. Charges already incurred, project fees, licence commitments, procurement, and transition services remain payable.
6.4 Either party may terminate for a material breach that is not corrected within fifteen days after written notice. PCPAL may terminate or suspend immediately for unlawful activity, security risk, abusive conduct, non-payment after notice, or instructions that would expose PCPAL or a third party to unreasonable risk.
6.5 Termination does not cancel committed vendor subscriptions or minimum terms. The Client remains responsible for charges through the end of each non-cancellable commitment.
7. Transition and Offboarding
7.1 Upon termination and payment of all outstanding amounts, PCPAL will provide a reasonable export or handoff of Client-specific documentation held in PCPAL records and cooperate with an incoming provider.
7.2 Offboarding, data export, meetings, credential transfer, licence transfer, vendor coordination, and transition assistance are billed at PCPAL’s then-current professional-services rates unless expressly included.
7.3 PCPAL is not required to disclose internal templates, proprietary processes, multi-client systems, security architecture, vendor pricing, or credentials that belong to PCPAL or another client.
7.4 PCPAL may securely delete retained Client credentials and working copies after transition is complete, subject to legal, insurance, accounting, backup, and record-retention requirements.
8. Third-Party Products and Services
8.1 Microsoft, internet providers, hosting companies, registrars, hardware manufacturers, software vendors, cloud platforms, and other suppliers are independent third parties.
8.2 PCPAL does not control and is not responsible for third-party outages, defects, discontinuation, data loss, licence restrictions, security incidents, price changes, or response times.
8.3 Third-party products are also governed by the supplier’s licence terms, acceptable-use rules, privacy terms, warranties, and service limitations. The Client authorizes PCPAL to accept operational vendor terms on the Client’s behalf where reasonably necessary to provision approved services.
8.4 Vendor coordination means reasonable communication and follow-up. It does not make PCPAL responsible for the vendor’s performance or guarantee a particular result.
9. Backup, Retention, and Restoration
9.1 Backup Services apply only to the users, devices, workloads, data sources, storage limits, and retention periods expressly listed in the Product Schedule.
9.2 PCPAL will monitor managed backup jobs and respond to alerts in accordance with the selected Service Schedule. Monitoring does not guarantee that every file, mailbox, application, or system can be restored in every circumstance.
9.3 Recovery testing is included only when stated. A successful sample restore does not constitute a guarantee of complete disaster recovery or application-level recoverability.
9.4 The Client is responsible for identifying legal, contractual, accounting, insurance, and business retention requirements and for approving the selected backup scope and retention period.
9.5 Unless a managed backup service is expressly purchased, the Client remains solely responsible for backups and recovery.
10. Cybersecurity and Incident Response
10.1 Security tools and services reduce risk but cannot eliminate all threats. PCPAL does not warrant that any environment will be immune from malware, phishing, business email compromise, ransomware, unauthorized access, or data loss.
10.2 The Client will follow reasonable security instructions, maintain cyber insurance appropriate to its operations, and ensure users complete required authentication and awareness steps.
10.3 Incident response, forensic investigation, regulatory reporting, legal notification, ransom negotiation, and large-scale remediation are outside scope unless expressly included or separately approved.
10.4 PCPAL may take reasonable emergency steps to contain a suspected incident, including disabling accounts, revoking sessions, isolating devices, or suspending access. PCPAL will notify an authorized Client contact as soon as reasonably practical.
11. Privacy, Confidentiality, and Credentials
11.1 Each party will protect the other party’s confidential information using reasonable safeguards and will use it only to perform or receive the Services.
11.2 PCPAL may access Client systems and information only as reasonably necessary to provide the Services, investigate incidents, maintain records, satisfy legal obligations, or protect the Services.
11.3 The Client authorizes PCPAL to store administrative credentials in PCPAL’s approved secure credential-management platform and to disclose them only to authorized personnel and service partners who require access to provide the Services.
11.4 Where PCPAL becomes aware of a confirmed security incident involving Client information under PCPAL’s control, PCPAL will notify the Client without unreasonable delay and provide information reasonably available to support the Client’s response obligations.
11.5 Confidentiality obligations do not apply to information that is public without breach, independently developed, lawfully received from another source, or required to be disclosed by law.
12. Ownership and Intellectual Property
12.1 The Client retains ownership of its data, accounts, domains, and Client-specific records, subject to third-party platform terms and payment of all applicable fees.
12.2 PCPAL retains ownership of its pre-existing materials, templates, scripts, methods, configurations, checklists, documentation frameworks, service processes, know-how, and tools.
12.3 Upon full payment, the Client may use deliverables specifically created and identified for the Client for its internal business purposes. Reusable PCPAL materials embedded in a deliverable remain PCPAL property and are licensed to the Client for internal use.
13. Warranties and Disclaimers
13.1 PCPAL warrants that it will perform the Services with reasonable care and skill. If PCPAL materially fails to meet this standard, the Client’s initial remedy is re-performance of the affected Service where reasonably possible.
13.2 Except for the express warranty above, the Services and third-party products are provided “as is” and “as available.” To the maximum extent permitted by law, PCPAL disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and error-free performance.
13.3 Recommendations are based on information available at the time and do not constitute legal, accounting, insurance, compliance-certification, or regulatory advice.
14. Limitation of Liability
14.1 To the maximum extent permitted by law, PCPAL’s aggregate liability arising from or related to the Agreement will not exceed the fees paid by the Client to PCPAL for the affected Services during the six months immediately preceding the event giving rise to the claim.
14.2 PCPAL will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profit, revenue, opportunity, goodwill, anticipated savings, or business interruption; or the cost of reconstructing data, except to the extent such exclusion is prohibited by law.
14.3 PCPAL is not liable for loss or damage caused by: (a) third-party products or services; (b) pre-existing conditions; (c) Client instructions or failure to follow recommendations; (d) unsupported or unlicensed systems; (e) unauthorized changes; (f) user conduct; or (g) events outside PCPAL’s reasonable control.
14.4 Nothing in the Agreement excludes liability that cannot lawfully be excluded or limited. The parties intend each limitation to apply independently and to the fullest extent permitted by law.
15. Indemnity
15.1 The Client will indemnify and hold PCPAL harmless from third-party claims, penalties, costs, and reasonable legal fees arising from the Client’s unlawful content or instructions, infringement by Client-provided materials, misuse of the Services, or breach of the Client’s responsibilities under the Agreement, except to the extent caused by PCPAL’s negligence or wilful misconduct.
16. Insurance
16.1 Each party is responsible for maintaining insurance appropriate to its own operations. Where an accepted Estimate requires a specific PCPAL coverage level, PCPAL will provide evidence of that coverage before the applicable service commencement date.
16.2 Insurance does not expand either party’s contractual liability beyond the limits and exclusions stated in the Agreement.
17. Non-Solicitation and Personnel
17.1 During the Agreement and for twelve months afterward, neither party will knowingly solicit for employment a person directly assigned by the other party to the engagement, except through a general public recruitment process. This clause does not prevent a person from independently applying without targeted solicitation.
18. Force Majeure
18.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread telecommunications failures, labour disruption, government action, cyberattacks of general impact, supplier failures, or utility outages. Payment obligations for Services already provided are not excused.
19. Notices
19.1 Operational notices may be sent through the designated support channels. Legal, termination, and renewal notices must be sent by email to the authorized business contact identified in the accepted Estimate, with a copy to support@pcpal.ca for notices to PCPAL.
19.2 A notice is deemed received on the next business day after transmission unless the sender receives a delivery failure notice.
20. General Provisions
20.1 The Agreement is governed by the laws of Nova Scotia and the applicable laws of Canada. The parties submit to the courts of Nova Scotia.
20.2 Neither party may assign the Agreement without the other party’s written consent, except to an affiliate or in connection with a merger, sale, or reorganization that assumes the Agreement.
20.3 The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, or exclusive arrangement.
20.4 A waiver is effective only in writing. If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions continue in effect.
20.5 The Agreement is the entire agreement regarding its subject matter and replaces prior discussions and representations. Amendments must be in writing and accepted by authorized representatives.
20.6 Electronic signatures, electronic acceptance, accepted estimates, and approvals transmitted electronically are binding to the extent permitted by applicable law. Counterparts together form one agreement.
20.7 Headings are for convenience only. “Including” means “including without limitation.” “Business day” means Monday through Friday excluding Nova Scotia statutory holidays.
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