IT TERMS OF SERVICELast Update: October 23, 2023
By choosing to use Smartt Inc., You agree to these terms in their entirety.
These terms and conditions apply to all purchase, repair, service, and maintenance arrangements provided by Smartt Inc. for time and material services rendered within the Managed Service team.
In the clauses which follow, Smart Inc. is referred to as “Smartt”, “We”, “Us” or “Our”, and the client is referred to as “Client””, “You” or “Your”.
At Smartt we bill time and materials per hour with a two-hour minimum for onsite Service calls and in 15 minute increments for any time beyond that. Missed appointments and cancellations where less than 24 hour of notice is given are subject to a two-hour minimum charge. "Our time and materials when traveling outside Metro Vancouver is billed at a flat rate, per day, plus all expenses. We charge our standard Rate Card fee for travel to a Your location within Metro Vancouver for work which takes 4 hours or less to complete. We reserve the right to change our rates with thirty (30) days notice and continued use of our Services with advance notice per the “CHANGES” section below and continued use of our Services by Client confirms acceptance.
To ensure that You have time to confirm the charges on Your invoice, we give You thirty (30) days from the date You receive Your invoice to review Your charges and contact Smartt in writing with any dispute. After the thirty days, You agree that all amounts appearing on Your invoice are final and can no longer be disputed. Any such request shall include detailed documentation to establish the basis for any adjustment. Smartt, at its sole discretion, will determine whether any adjustment shall be made and any such adjustments will be credited against the next periodic invoice. If Smartt denies the billing dispute, Client agrees to pay the disputed amount due on the invoice due date. A request for adjustment will not be cause for delay or reduction in payment of the undisputed balance due on any current periodic invoice.
It is not always possible for us to repair a problem on our first try, nor is it always possible for us to know the full extent of a problem until after it is repaired. Some problems may require several visits before they can be fixed. If You ask us to stop work before we repair Your problem, the time up to that point and all materials purchased on Your behalf will be billed and is payable by You. See the “TERMINATION OF AGREEMENT” section below.
We charge a $20 fee on all NSF or declined cheques.
Invoices are due upon receipt. If You have provided Your pre-authorized payment details, You agree and authorize Smartt to charge Your account or credit card for all outstanding charges, past due or not, without warning or notice.
PAST DUE INVOICES
Invoices that are past due are subject to a 2% per month interest charge, calculated daily from the due date of the invoice to the date that we receive payment. All payments are applied to interest first, taxes second and invoice balances third.
LEGAL COSTS OF COLLECTION
In the event of default by You in payment for our Services, and in the event Smartt chooses to pursue legal action to collect payment, You agree to reimburse Smartt for its reasonable legal expenses on a solicitor and own client basis.
It is Your sole duty to provide us with legal copies of Your software, as well as the appropriate serial numbers. If You cannot make these items available to us, we may have to stop work and leave our work in mid-repair. Under absolutely no circumstances will we provide You with illegal copies of commercial software or with illegal serial numbers.
USER NAMES, PASSWORDS AND SPECIAL SETTINGS
It is Your sole duty to have available to us all usernames, passwords and special settings associated with Your computer or electronic device. If You cannot make this available to us, we may have to stop work and leave our work in mid-repair.
Through the course of working with Your organization we may encounter software license agreements. These agreements typically limit Your rights in relation to the software and Your computer. You give us complete and unrestricted permission to accept, without notice either before or after, these agreements on Your behalf. It is Your sole responsibility to ensure You remain compliant with all license agreements.
Through the course of our daily work for You, You understand that we often act as Your agents and grant us the authority to enter into agreements and make commitments on Your behalf as required to perform our job duties and to assist You.
We may collect personal information, including but not limited to, the names, addresses and phone numbers of people we deal with as well as IT Information, other information related to our work (such as models, settings, passwords, uses, goals, policies, pictures, templates, etc.) and a complete history of the work we have performed. You must obtain any consent that may be required under applicable privacy legislation for the collection, use and disclosure to Smartt, of personal information that is in Your control.
Items that are left in our possession for more than 30 days without prior written agreement will be considered abandoned and disposed of. You are responsible for any disposal fees we incur and will in no way be compensated for the disposed items.
You agree that You shall not, directly or indirectly, for a period of one year following the date of the most recent invoice issued by us, approach, solicit for hire or contract, or employ or retain as contractor, any person who has been employed by us at any time during the two (2) years prior to the date of the most recent invoice.
We place the responsibility of safeguarding Your data with You and highly recommend that You backup Your data before and after any Service appointment. If Your data is lost, unrecoverable or unavailable for any reason, including because of negligence by Smartt, its staff or contractors, You agree not to hold Smartt, its staff or contractors liable in any way.
LIMITATION OF LIABILITY
Smartt’s maximum liability under these Terms of Service is expressly limited to the lesser of either the price You have paid for the product/Service or the cost of repair/replacement of the product/Service. In no event will Smartt be liable for any damages caused by the products/Services it sells or the failure of such products/Services to perform including any lost profits, savings or special, incidental or consequential damages.
In no event shall Smartt’s liability exceed $1,000.00 including, but not limited to, in the event of negligence, omission, fraud, breach of contract or misconduct by Smartt, its staff or its contractors.
In the event Smartt is requested or authorized by You, or is required by government regulation, subpoena, or other legal process, to produce documents or personnel as witnesses with respect to our work with You, and provided Smartt is not a party to the legal proceedings, You agree to reimburse Smartt for professional time and expenses at our normal rates incurred in responding to such requests. You also agree to reimburse Smartt for all costs and expenses of Smartt’s legal counsel.
This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to the principles of conflicts of law. You agree irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of British Columbia and all courts competent to hear appeals therefrom.
You and Smartt agree that it is not the intention of either party to violate any public policy, statutory or common law, and that if any sentence, paragraph, clause, or combination of same alone shall be overly broad, the same shall be construed more narrowly so as not to violate such public policy, statutory or common law, and if any sentence, paragraph, clause or combination of same shall be void or unenforceable, the remainder of the agreement shall remain binding on the parties.
Smartt logo are registered trademarks of Smartt Inc.
We reserve the right, in our sole discretion, to modify or replace these terms of Service at any time. We will provide thirty (30) day notice by posting any updated terms of Service to our website. The latest version of this document is posted at https://www.smartt.com/legal/it-terms. It is Your responsibility to keep informed of any changes. Continued use of our Services implies agreement by You of any changes we have made to our Terms and Conditions.
FAILURE TO ENFORCE RIGHTS
Our failure to enforce any right or provision of these terms will not be considered a waiver of those rights or provisions.
TERMINATION OF AGREEMENT
Either You or we may terminate our Services without cause on no fewer than 30 days’ written notice. Either You or we may terminate our Services at any time for failure of the other party to comply with these terms of Service. In either event, the time spent by Smartt up to termination and all materials purchased from Smartt by You or by Smartt on Your behalf (whether or not delivered to You prior to the termination date) will be billed and is payable by You. You agree that the sections titled “PAST DUE INVOICES”, “LEGAL COSTS OF COLLECTION”, “NON-SOLICITATION”, “DATA LIABILITY”, “LIMITATION OF LIABILITY”, “LEGAL PROCEEDINGS”, “GOVERNING LAW”, “SEVERABILITY”, “TRADEMARK” and “FAILURE TO ENFORCE RIGHTS” will survive the termination of this agreement in perpetuity.
Neither party, nor its suppliers and licensors, will be liable for any failure or delay in performance resulting from circumstances beyond their control including, without limitation, any act of God, fire, casualty, flood, war, terrorism, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, public health emergency, destruction of production facilities, insurrection, inability to obtain labour, materials, equipment, transportation or energy sufficient to meet needs or any other cause beyond the reasonable control of the party invoking this provision. Notwithstanding the foregoing, nothing in this agreement will relieve Client of its obligation to pay for the charges.
Client represents and warrants to Smatt that: (i) You have the right and power to enter into this Agreement and to fulfill its obligations hereunder; (ii) entering into, and performance of its obligations under this Agreement does not and will not violate, and is not inconsistent with, any agreements between Client and any third parties or any applicable laws or regulations; and (iii) You shall comply with the requirements of any and all applicable federal, provincial, local, and other laws, regulations, rules and orders of any governmental body having jurisdiction over the activities contemplated by this Agreement.
These Terms of Service, as amended from time to time, and together with any written purchase, repair, Service or maintenance orders, constitute the entire agreement between You and Smartt Inc. and supersede all prior negotiations, representations or agreements either written or oral.