1. Definitions
- “Services” means all managed IT services, support, monitoring, tooling, software, cybersecurity services, and deliverables provided by Borg ITS Inc.
- “Supported Systems” means any systems, devices, software, or infrastructure that meet Borg ITS current technical, security, and compatibility standards.
- “User” means any individual authorized by the Client to access or use systems supported by Borg ITS.
- “Third-Party Services” means any software, platform, vendor, or service not owned or directly controlled by Borg ITS (including Microsoft, ISPs, cloud providers, etc.).
2. Service Delivery Model
All Services are provided on a commercially reasonable efforts basis and do not constitute a guarantee of outcomes, uptime, or resolution.
- Services are subject to system compatibility and environment health
- Services depend on third-party availability and vendor performance
- Work is limited strictly to the agreed scope
Borg ITS may, at its discretion:
- Modify tools, vendors, platforms, or internal processes at any time
- Standardize environments to improve security or manageability
- Refuse or defer work outside of scope or on unsupported systems
3. Service Levels (SLA)
3.1 Priority Levels
- P1 Critical: Full outage, no workaround
- P2 High: Major service degradation affecting operations
- P3 Medium: Limited business impact or partial functionality loss
- P4 Low: Minimal impact, informational, or request-based tickets
3.2 Target Response Times
- P1: 15 minutes (24/7 coverage)
- P2: 15 minutes (business hours)
- P3: 4 business hours
- P4: 4 business hours
3.3 Resolution Targets (Goals only, not guarantees)
- P1: 4 hours
- P2: 8 hours
- P3: 2 business days
- P4: 5 business days
⚠ No SLA Credits
Failure to meet response or resolution targets does not entitle the Client to refunds, service credits, or penalties of any kind.
4. Support Hours & Billing
4.1 Standard Support Hours
- Monday–Friday: 9:00 AM – 5:00 PM local time
4.2 After-Hours Support
- After-hours rate: $240/hour (minimum 1.5 hours)
- Holiday rate: $320/hour (minimum 2 hours)
4.3 Billing Rules
- Time is billed in minimum increments (15 or 30 minutes depending on service type)
- Partial hours are rounded up to the next increment
- Travel time may be billable unless otherwise stated
5. Supported vs Unsupported Systems
5.1 Fully Supported Systems
- Systems ideally under 5 years old (recommended standard)
- Running supported operating systems and software versions
- Equipped with active security controls (AV/EDR, patching, monitoring)
- Aligned with Borg ITS security and configuration standards
5.2 Partially Supported Systems
- Provided on a best-effort basis only
- No guarantee of resolution or performance
- May require vendor or third-party escalation
5.3 Unsupported Systems
- End-of-life hardware or software
- Non-standard or highly customized configurations
- User-managed or unmanaged devices
- Unsupported or unlicensed software
- Any system presenting unacceptable security risk
6. Client Responsibilities
The Client agrees to:
- Provide timely access to systems, accounts, and personnel
- Maintain supported and secure environments
- Follow cybersecurity best practices (MFA, password hygiene, etc.)
- Maintain valid software and licensing compliance
- Respond promptly to requests for information or approvals
Failure to comply may result in delays, degraded service, or transfer of risk entirely to the Client.
7. Cybersecurity & Risk Disclaimer
The Client acknowledges that:
- No system, network, or user environment is fully secure
- Cyber threats (including ransomware, phishing, zero-day exploits) cannot be fully prevented
- Borg ITS does not guarantee prevention, detection, or recovery of all incidents
The Client is responsible for:
- Defining internal security policies
- User awareness and security training
- Accepting residual cybersecurity risk
8. Data, Backup & Recovery
- Unless explicitly included in writing, Borg ITS does not guarantee backups
- Data recovery is not guaranteed under any circumstances
- Clients are responsible for verifying backup integrity and retention
- Borg ITS is not liable for data loss, corruption, or failed restorations
9. Third-Party Services
Borg ITS is not responsible for failures, outages, or defects in third-party services including but not limited to Microsoft, ISPs, SaaS platforms, or cloud providers.
All third-party services are provided “as-is” without warranties or guarantees.
10. Change Management
Borg ITS may implement changes to tools, vendors, configurations, or standards as required to maintain security, efficiency, or compliance, without requiring prior Client approval where reasonably necessary.
11. Access & Control
- Borg ITS may access systems as required for service delivery
- Software may be installed, modified, or removed as needed
- Security policies may be enforced across managed systems
- Access may be restricted where security risk is identified
The Client grants necessary administrative access required to perform Services.
12. Suspension Rights
- Non-payment of invoices
- Security risks or compromise events
- Breach of Agreement or these Terms
During suspension, Borg ITS holds no liability for service interruption.
13. Acceptable Use
Clients may not use Services for:
- Illegal or unlawful activities
- Distribution of malware, spam, or malicious content
- Intellectual property infringement
- Actions that compromise system or network security
14. Onboarding & Standardization
As a condition of service, Borg ITS may require system upgrades, security remediation, and replacement of unsupported devices to meet minimum operational and security standards.
15. Projects & Out-of-Scope Work
- Non-recurring work is billed separately from managed services
- Projects may require written scope or statement of work
- Monthly fees do not include project-based work unless explicitly stated
16. Escalation
Clients may escalate issues to designated contact points provided by Borg ITS. Escalation does not override SLA limitations, scope boundaries, or service exclusions.
17. Confidentiality
Both parties agree to maintain confidentiality of all non-public business, technical, and operational information and to use such information solely for service delivery purposes.
18. Privacy & Data Protection
The Client is responsible for compliance with applicable privacy laws (including PIPEDA and others as applicable).
Borg ITS acts strictly as a service provider and not as a data controller.
19. Limitation of Liability
Borg ITS is not liable for any indirect, incidental, consequential, or special damages, including but not limited to data loss, cyber incidents, or third-party failures.
20. Indemnification
The Client agrees to indemnify and hold harmless Borg ITS from any claims, damages, liabilities, or expenses arising from:
- Client systems or infrastructure
- Regulatory or legal violations
- User actions or misuse of systems
21. No Reliance
The Client acknowledges it has not relied on any representation, warranty, or guarantee not explicitly contained within the signed Agreement.
22. Modifications to Terms
Borg ITS may update these Terms and Conditions at any time with reasonable notice. Continued use of Services constitutes acceptance of updated Terms.
23. Order of Precedence
In the event of conflict:
- Signed Master Agreement
- These Terms and Conditions
24. Survival
The following provisions survive termination or expiration of the Agreement:
- Payment obligations
- Limitation of liability
- Indemnification clauses
