  GENERAL TERMS AND CONDITIONS

  These General Terms and Conditions ("Terms") apply to all services ("Services") provided by Interware Sysytems Inc. ("Provider") to any customer ("Customer"). By engaging the Provider for Services, the Customer agrees to be bound by these Terms.

01. Services

1.1. Provider will deliver the Services as described in the specific Service Level Agreement (SLA) and any accompanying documentation.

02. Terms and

Termination

2.1. These Terms are effective as of the date the Customer engages the Provider for Services and continue until terminated in accordance with the SLA or specific agreement.

2.2. Either party may terminate the Services with at least sixty (60) days written notice or as stated in the specific SLA.

2.3. Provider reserves the right to terminate Services immediately if the Customer breaches any term of these Terms or the specific SLA.

2.4. Any penalties for termination will be subject to the terms outlined in the specific SLA or separate agreement.

2.5. Upon the termination of an SLA taking effect, the provider shall permanently delete all information and data used for providing professional services related to that SLA for the customer within two (2) business days."

03. Fees and

Payment

3.1. Customer agrees to pay fees for the Services as specified in the SLA.

3.2. Payments are due within thirty (30) days from the date of the invoice. Late payments may incur interest at the rate of 1.5% per month or specified in the SLA or specific agreement.

04. Limitation of

Liability

4.1. To the maximum extent permitted by applicable law, Provider shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to financial losses, even if the Provider has been advised of the possibility of such damages, resulting from any error, omission, or act of the Provider or its employees.

4.2. Customer agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or related to the Services provided.

4.3. The provider shall not be liable for any damages, losses, or injuries caused by the negligent or willful misconduct of its technicians while on the customer's premises. The customer agrees to indemnify and hold harmless the provider from any claims, suits, or liabilities arising from such technician conduct, except to the extent directly caused by the provider's gross negligence or willful misconduct.

4.4. Neither party will be liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war, declared or undeclared, fire, flood, storm, slide, earthquake, or other similar event beyond the control of the party affected. If any Force Majeure occurs, the party will promptly notify the other and will use commercially reasonable efforts to eliminate or remedy the Force Majeure. This Section will not apply to excuse a failure to make any payment when due.

05. Service Change

Notification

5.1 The Provider shall provide advance written notice to the Customer of any planned major changes, upgrades, maintenance activities, or other events that may reasonably be expected to cause an interruption or degradation of the Services. Such notice shall be provided with best effort prior to the commencement of such activities, or as soon as reasonably practicable if the Service Provider becomes aware of the need for such activities on shorter notice.

5.2 The notice shall include a description of the nature of the activities, the expected duration of any interruption or degradation of Services, and any actions or precautions the Customer should take to minimize impact and disruption to their operations. The Service Provider shall make commercially reasonable efforts to schedule major service interruptions during off-peak hours or at times that minimize adverse impacts to the Customer's business operations

06. Data Breach

Notification

6.1 In the event of any confirmed or reasonably suspected data breach, cyber attack, malicious intrusion, or other security incident that may have compromised the confidentiality, integrity, or availability of Customer Data (a "Security Incident"), the Provider shall notify the Customer in writing of such Security Incident as soon as reasonably possible, and keep the Customer informed of the progress of the investigation and all remedial actions taken in response to the Security Incident.

07. Non-Solicitation

7.1. During the term of the Services and for a period of twelve (12) months following its termination, the Customer agrees not to directly or indirectly solicit, hire, or attempt to hire any employee or contractor of the Provider who has been involved in providing the Services.

08. Confidentiality

8.1. Both parties agree to keep confidential any proprietary information, trade secrets, or other sensitive information disclosed during the provision of the Services.

09. Governing Law

9.1. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.

10. Entire Agreement

10.1. These Terms, together with the SLA and any specific agreement, constitute the entire understanding between the parties and supersede all prior agreements, representations, and understandings.

11. Amendments

11.1. Any amendments or modifications to these Terms must be made in writing and signed by both parties.

12. Severability

12.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

13. Waiver

13.1. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.