Fortress Technical Solutions: Standard Terms and Conditions of Service
The following Standard Terms and Conditions apply when a customer (“you”) engages Fortress Technical Solutions (“us”, “we”) to provide mobile device management or any other services that we agree to provide.
These Terms and Conditions, together with our signed Statement of Work (“SOW”), constitute the entire agreement between the Parties for the provision of services (the “Agreement”). In case of discrepancy between this document and the SOW, the SOW governs.
Performance Standards
We will perform our Services in a professional and workmanlike manner, using personnel with appropriate skills and experience, and in accordance with applicable laws and regulatory requirements. We will use commercially reasonable efforts to meet any service levels stated in the applicable SOW.
Warranties and Disclaimers
We warrant that: (a) we have the right and authority to enter into and perform our Agreement with you; (b) we will perform our Services in a professional and workmanlike manner consistent with industry standards; (c) we will comply with applicable laws and regulatory requirements in providing the Services; and (d) the Services, as provided by us and used by you in accordance with documentation and this Agreement, will not infringe the intellectual property rights of any third party.
Except for the warranties expressly stated in this Agreement, the Services are provided “as is” and “as available,” and we disclaim all other warranties and conditions, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Fees, Billing, and Taxes
Our fees for our services to you, our invoices, and the specifics of your payment, will be described in the SOW signed by you and us. Unless otherwise specified, we will invoice you monthly for services provided in that month. Payment by you is due within 30 days of the day we send our invoice to you. Late payments may be subject to penalties and interest charges. All invoiced amounts are in Canadian dollars.
Data Security and Privacy
We will implement and maintain industry-standard administrative, physical, and technical safeguards designed to protect your data that we process or store in providing the Services, at levels that are commercially reasonable for services of this nature. We will promptly notify you of any confirmed unauthorized access to such data in our possession as required by applicable law and will cooperate with you in good faith to address such incidents.
We will comply with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and substantially similar provincial laws where applicable. We will collect, use, disclose, retain, and protect personal information in connection with the Services only for lawful purposes and in accordance with our Agreement and applicable law.
Confidentiality
Both Parties may receive or have access to each other’s non-public business, technical, or financial information (“Confidential Information”). Both Parties will use Confidential Information only to perform our Agreement, will protect it using at least the same degree of care it uses to protect its own similar information (but no less than reasonable care), and will not disclose it except to its personnel and contractors who need to know it and are bound by confidentiality obligations no less protective. This section does not apply to information that is publicly available through no breach, already known without restriction, independently developed, or rightfully received from a third party. You or we may disclose Confidential Information if required by law, with prompt notice to the disclosing party where lawful.
Intellectual Property
We will operate under our own intellectual property, platforms, methods, and know-how. Except as expressly permitted in writing, neither Party may use the other party’s names, logos, trademarks, or other intellectual property. No licenses are granted by implication, estoppel, or otherwise. Both Parties retain all right, title, and interest in their own intellectual property.
Indemnity
We will defend, indemnify, and hold you harmless from and against third-party claims, damages, costs, and reasonable legal fees to the extent arising from our gross negligence or willful misconduct in providing our Services; or a claim that the Services, as provided by us, infringe a third party’s intellectual property rights. This section states our entire liability and the exclusive remedy for the claims described. No other indemnities apply to you or anyone else.
Limitation of Liability
To the fullest extent permitted by law, neither you nor we are liable to each other for any loss of profits, loss of revenue, loss of data, business interruption, or any indirect, incidental, special, exemplary, or consequential damages, even if advised of the possibility of such damages. Both Parties’ total aggregate liability arising out of or relating to our Agreement will not exceed the total fees invoiced by us to you in the twelve (12) months preceding the event giving rise to the claim. The limitations in this Section apply regardless of the form of action and even if a limited remedy fails of its essential purpose.
Despite the above, we will not be liable for any loss, damage, fees, or expenses arising from intentional or negligent disabling, circumvention, tampering with, or unauthorized alteration of device restrictions, usage controls, security settings, or any software installed by us. If an End User circumvents configured restrictions or security controls (including, without limitation, for the purpose of accessing blocked content or disabling security protections), we will have no responsibility for resulting data charges, policy violations, security breaches, or other consequences arising from such circumvention.
Additionally, you acknowledge and agree that, notwithstanding our professional delivery of our Services, external factors beyond either Party’s control may impact service performance and your use of mobile technology. Such factors include, without limitation, interruptions or degradation of internet connectivity, device malfunctions or incompatibility, cyber incidents (including attacks, breaches, or vulnerabilities), third‑party service outages, regulatory or network changes, and other unforeseen events. You understand that these risks are inherent in the use of mobile technology and related services, and we are not liable for any losses, damages, costs, or harm arising from or related to such events.
Term and Termination
The term of this Agreement starts on the date our SOW is signed (“Effective Date”) and continues for one (1) year. It will automatically renew for successive one-year terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the applicable year term. Either you or we may terminate this Agreement for convenience on sixty (60) days’ written notice. Either you or we may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice of the breach. Upon termination or expiry, we will wind down our Services in an orderly manner, and you will pay all amounts due for Services provided through the effective date of termination.
Non-Exclusivity; Assignment; Subcontracting
Any Agreement between you and us is non-exclusive. Neither you nor we may assign our Agreement without the other party’s prior written consent, except that either party may assign to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its assets, with notice to the other party. We may use subcontractors to deliver our Services, provided we remain responsible for all obligations and for the acts and omissions of our subcontractors.
Force Majeure
Neither you nor we are liable for delay or failure to perform due to events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, government action, failures of suppliers or carriers, utility failures, and widespread internet outages, provided that the affected party uses reasonable efforts to mitigate and resume performance.
Governing Law; Dispute Resolution
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflicts of laws rules. Both Parties submit to the exclusive jurisdiction and venue of the courts located in Ontario for any dispute arising out of or relating to this Agreement.
Entire Agreement; Amendments; Waiver; Severability
This Agreement, together with any SOWs, is the entire agreement between you and us regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications. A waiver of any term must be in writing and is not a waiver of any other term. If any provision is found unenforceable, it will be limited or replaced to the minimum extent necessary so the Agreement remains in effect.