Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between CinnTech Ltd. ("CinnTech," "we," "us," or "our") and the client ("Client," "you," or "your") governing your use of managed IT services, software, hardware, and related offerings provided by CinnTech.

By purchasing, activating, or using any CinnTech service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a business entity, you represent and warrant that you have the authority to bind that entity.

2. Definitions

• "Agreement" means these Terms of Service, together with any service order, proposal, or addendum executed between the parties.
• "Client" means the individual or business entity that has engaged CinnTech for services.
• "Device Shield" means CinnTech's endpoint protection and monitoring service.
• "User Plans" means CinnTech's managed Microsoft 365 and user-level IT support subscriptions, including the Pro, Standard, Mobile, and Teams tiers.
• "Managed Services" means Device Shield, User Plans, and any recurring subscription service provided by CinnTech.
• "Project Work" means one-time, scoped IT projects quoted separately from subscription services.
• "Hourly Support" means on-demand, time-billed IT support outside the scope of a Managed Services subscription.
• "Hardware" means physical equipment sourced, configured, or delivered by CinnTech.
• "Service Term" means the initial 12-month commitment period for any Managed Services subscription.
• "Third-Party Services" means software, platforms, or cloud services provided by vendors other than CinnTech.

3. Services

3.1 Device Shield

Device Shield is CinnTech's endpoint protection service. It includes endpoint monitoring, antivirus/antimalware management, and related security tooling deployed to enrolled devices. The service is billed per device per month as set out in the then-current service catalog.

3.2 User Plans

User Plans are company-wide subscription tiers for managed Microsoft 365 and IT support. All users within a Client's organization must be enrolled on the same plan tier; mixed-tier configurations are not available. The available tiers are:

• Pro Plan: Unlimited remote support for all IT issues.
• Standard Plan: Unlimited support for Microsoft 365 (email, OneDrive, passwords, and related services); all other IT support billed at the subscriber hourly rate.
• Mobile Plan: Available for field or remote workers without office PCs.
• Teams Plan: Microsoft Teams-focused tier for warehouse, part-time, or frontline staff.

Unlimited support entitlements under User Plans do not cover project work, formal training engagements, or major configuration changes. These are scoped and quoted separately.

3.3 Hourly Support

IT support outside the scope of an active Managed Services subscription is billed at the applicable hourly rate. A minimum billable time may apply per session. Travel fees may apply for onsite support outside CinnTech's local service zone. Support is available Monday through Friday, 7:00 AM to 5:00 PM Eastern Time. Weekend and after-hours support is available with limited priority.

3.4 Project Work

One-time IT projects are scoped, quoted, and billed separately from Managed Services subscriptions. Project scope, deliverables, and pricing are confirmed in writing before work begins.

3.5 Hardware

CinnTech sources, configures, and delivers hardware as part of its service offering. All hardware is delivered and set up in person by CinnTech staff. CinnTech does not ship hardware by mail or courier. See Section 6 for delivery and return terms.

4. Third-Party Services

CinnTech's services incorporate third-party platforms and software, including Microsoft 365 and various security, monitoring, and backup solutions. These vendors maintain their own terms of service and privacy policies. CinnTech is not responsible for changes in pricing, availability, or functionality made by third-party vendors. Where possible, CinnTech will notify Clients of material third-party changes that affect their services.

Client acknowledges that some service components — including cloud-hosted data, licensing, and platform features — are subject to the terms, availability, and limitations imposed by these third parties.

5. Service Scope and Limitations

5.1 Included Scope

CinnTech provides services as described in the applicable service tier or project scope. Remote support and monitoring are provided during standard business hours except where an enhanced support arrangement has been agreed in writing.

5.2 Out-of-Scope Work

The following are outside the scope of standard Managed Services and are billed at the applicable hourly rate or as separately quoted:

• Hardware repair or replacement beyond warranty coordination
• Major infrastructure changes or new system deployments
• Formal IT training sessions
• Support for software or systems not covered by the Client's active plan
• Onsite support (travel time and applicable travel fees apply)

5.3 Client Cooperation

CinnTech's ability to deliver services depends on Client cooperation, including providing timely access to systems, accurate information, and responsive communication. CinnTech is not responsible for service delays or failures caused by the Client's failure to cooperate.

6. Service and Product Delivery

6.1 Remote Service Delivery

Remote monitoring, management, and support services are delivered electronically and are included within the applicable Managed Services subscription. No shipping, travel, or delivery fees apply to remote services.

6.2 Hardware Delivery

All hardware sourced through CinnTech is delivered and configured in person by CinnTech staff. CinnTech does not ship hardware by mail, courier, or parcel service. Delivery appointments are scheduled in advance. The Client is responsible for ensuring an authorized representative is present at the scheduled appointment time.

6.3 Onsite Support

Onsite visits are billed at the applicable hourly rate plus any applicable travel fees. A minimum of 24 hours' advance notice is required to cancel or reschedule an onsite appointment. Appointments cancelled or rescheduled with less than 24 hours' notice are subject to a cancellation fee equivalent to one (1) hour of labour at the applicable hourly rate.

6.4 Hardware Inspection

Clients must inspect all hardware delivered by CinnTech within 72 hours of delivery. Any defects, damage, or discrepancies must be reported to CinnTech within that window. See Section 8 for return and DOA terms.

7. Billing and Payment

7.1 Subscription Billing

Managed Services are billed monthly or annually, as selected by the Client at time of enrollment. Annual billing is offered at a discounted rate where applicable. Payment is due on the billing date associated with the Client's account.

7.2 Mid-Cycle Changes

Devices and users may be added to an active subscription at any time; the prorated amount for the remainder of the current billing cycle is due at the time of addition. Removing devices or users from a subscription takes effect at the start of the next billing cycle. No credit or proration is issued for mid-cycle removals.

7.3 Late Payments

Invoices not paid within 15 days of the due date may result in service suspension. CinnTech reserves the right to charge interest on overdue balances at a rate of 1.5% per month (18% per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

7.4 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales taxes, HST, or other applicable taxes arising from the services.

8. Refunds and Returns

8.1 Managed Services — Before Activation

If a Client cancels a new Managed Services subscription before CinnTech has deployed any software, tooling, or begun onboarding, a full refund of any prepaid subscription fees will be issued.

8.2 Managed Services — After Activation

Once CinnTech has deployed software agents, tooling, or completed onboarding activities, subscription fees are non-refundable for the period in which services were active. Fees paid for future periods beyond the cancellation effective date are refunded on a prorated basis in accordance with the cancellation terms in Section 10.

8.3 Hardware Returns

Hardware sold through CinnTech may be returned within 14 days of delivery provided the item is unopened and in its original, undamaged packaging. Opened or used hardware is not eligible for return unless the item is dead on arrival (DOA).

DOA claims must be reported to CinnTech within 72 hours of delivery. CinnTech will coordinate warranty replacement or issue a refund at its discretion for confirmed DOA items.

8.4 Project Work

Project work is non-refundable once work has commenced. Deposits paid on projects that are cancelled before work begins are refundable in full, provided written cancellation notice is received before CinnTech has incurred any third-party costs on the Client's behalf.

8.5 Hourly Support

Hourly support sessions are non-refundable once the session has been completed. If a Client believes a billing error has occurred, disputes must be submitted to CinnTech in writing within 30 days of the invoice date.

8.6 Refund Processing

Approved refunds are processed within 10 to 15 business days. Refunds are issued via the original payment method where possible. To initiate a refund request, contact [email protected] with your account details and the nature of the request.

9. Client Responsibilities

The Client agrees to:

1. Provide CinnTech with accurate and complete information necessary for service delivery.
2. Ensure that CinnTech agents, tools, and software are permitted to operate on enrolled devices without interference.
3. Maintain current, valid payment information on file.
4. Designate a primary point of contact authorized to make decisions regarding the Client's IT environment.
5. Promptly report suspected security incidents, anomalies, or service disruptions.
6. Not attempt to circumvent, disable, or tamper with monitoring or security tooling deployed by CinnTech.
7. Comply with all applicable laws and regulations in connection with their use of CinnTech services.
8. Maintain adequate backups of critical business data independent of any backup services provided by CinnTech, unless a dedicated backup solution has been explicitly contracted.

10. Term, Cancellation, and Termination

10.1 Initial Service Term

All Managed Services subscriptions carry a minimum 12-month Service Term beginning on the activation date. The Client's commitment to the full Service Term is a material condition of CinnTech's service pricing.

10.2 Auto-Renewal

Unless the Client provides written notice of non-renewal in accordance with Section 10.3, subscriptions automatically renew at the end of each Service Term for successive 12-month periods, subject to CinnTech's then-current pricing.

10.3 Non-Renewal

To prevent automatic renewal, the Client must provide written notice of non-renewal to CinnTech at least 30 days before the end of the current Service Term. Notices must be submitted to [email protected]. Service continues through the end of the paid period following proper non-renewal notice.

10.4 Early Termination by Client

If a Client cancels a Managed Services subscription before the end of the current Service Term, an early termination fee equal to 50% of the remaining monthly fees for the unexpired portion of the Service Term will be due and payable upon cancellation.

10.5 Termination for Cause by CinnTech

CinnTech may terminate a subscription immediately and without penalty in the following circumstances:

• Non-payment of fees outstanding more than 30 days past due
• Material breach of these Terms by the Client that is not cured within 10 days of written notice
• Client conduct that poses a security risk to CinnTech's systems or other clients
• Fraudulent activity or misrepresentation by the Client

10.6 Offboarding and Post-Termination

Upon termination or expiry of services, CinnTech will perform the following offboarding activities during the final billing period or within a reasonable time thereafter:

• Remove CinnTech-deployed software agents and monitoring tools from enrolled devices
• Transfer administrative access to the Client's Microsoft 365 tenant and associated services
• Provide reasonable transition assistance to facilitate the Client's move to another provider
• Permanently delete Client-specific configuration data from CinnTech's internal systems within 60 days of termination

Clients are responsible for ensuring they have obtained all necessary credentials, data exports, and configuration information before the termination effective date. CinnTech is not responsible for data loss resulting from a Client's failure to retrieve information prior to termination.

11. Disclaimers

11.1 No Guarantee of Security

CinnTech implements industry-standard security measures and best practices in delivering its services. However, no security solution can guarantee the prevention of all cyber threats, data breaches, or service disruptions. CinnTech does not warrant that its services will be error-free, uninterrupted, or that all threats will be detected or mitigated.

11.2 Third-Party Disclaimer

CinnTech is not responsible for the performance, availability, or security of third-party platforms and software. CinnTech will use commercially reasonable efforts to coordinate with third-party vendors on the Client's behalf, but cannot be held liable for third-party failures.

11.3 Services "As Is"

To the maximum extent permitted by applicable law, CinnTech provides services "as is" and "as available," without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

In no event shall CinnTech, its officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, business interruption, or reputational harm, even if CinnTech has been advised of the possibility of such damages.

12.2 Liability Cap

CinnTech's total aggregate liability to the Client arising out of or related to these Terms, regardless of the cause of action or theory of liability, shall not exceed the total fees paid by the Client to CinnTech in the three (3) months immediately preceding the event giving rise to the claim.

12.3 Essential Basis

The Client acknowledges that the limitations of liability set out in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless CinnTech Ltd. and its officers, directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• The Client's use of CinnTech services in violation of these Terms
• The Client's violation of any applicable law or regulation
• Third-party claims arising from the Client's business operations or data
• Any misrepresentation made by the Client in connection with these Terms

14. Confidentiality and Publicity

14.1 Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law.

14.2 Publicity

CinnTech may identify the Client as a customer in general marketing materials (e.g., listing on a client roster or service area page) unless the Client provides written objection. CinnTech will not use the Client's logo, testimonials, or case study content without prior written consent.

15. Modifications to Terms

CinnTech reserves the right to modify these Terms at any time. Material changes will be communicated to active Clients via email at least 30 days before taking effect. Continued use of CinnTech services after the effective date of any modification constitutes acceptance of the revised Terms.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation shall be submitted to the exclusive jurisdiction of the courts of the Province of Ontario.

17. General Provisions

17.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will continue in full force and effect.

17.2 Waiver

CinnTech's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of CinnTech.

17.3 Entire Agreement

These Terms, together with any executed service order, proposal, or written addendum, constitute the entire agreement between CinnTech and the Client with respect to its subject matter and supersede all prior agreements, representations, and understandings, whether written or oral.

17.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without CinnTech's prior written consent. CinnTech may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Force Majeure

CinnTech shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, power outages, internet infrastructure failures, or government actions.

18. Contact Information

CinnTech Ltd.
PO Box 294, Morewood, Ontario K0A 2R0, Canada
Phone: (613) 317-5583
Email: [email protected]