General Terms and Conditions

These General Terms govern the initial engagement between Northern Computer Inc. (“Provider“) and the Client (“Client“). By receiving, reviewing, or continuing discussions regarding services or proposals, the Client accepts these Terms.

 

1.1.  These Terms create the baseline commercial and confidentiality obligations between Provider and Client. Additional service-specific terms will be provided later in a separate Master Services Agreement (“MSA”), which the Client will sign before subscribing to or receiving managed services, projects, or recurring deliverables.

 

2.1.  Both parties agree to keep confidential all information disclosed in connection with discussions, evaluations, proposals, or potential services.

2.2.  Confidential Information includes technical, financial, operational, security-related, and business information, whether shared verbally, electronically, or in writing.

2.3.  Each party must:

2.3.1.  Use the information only for evaluating or engaging services.

2.3.2.  Share it only with personnel who need to know.

2.3.3.  Protect it with reasonable administrative, technical, and physical safeguards.

2.3.4.  Confidentiality obligations survive indefinitely.

 

3.1.  Client agrees to:

3.1.1.  Provide accurate information needed for proposals, evaluations, or onboarding.

3.1.2.  Promptly disclose relevant system risks, constraints, and requirements.

3.1.3.  Not misuse access, tools, or preliminary services.

3.1.4.  Maintain secure credentials and follow reasonable guidance provided by Provider.

 

4.1.  These Terms form a binding financial obligation.

4.2.  Client agrees to pay all fees arising from:

4.2.1.  Approved onboarding work

4.2.2.  Preliminary work requested by Client

4.2.3.  License procurement or subscriptions acquired on Client’s behalf

4.2.4.  Any other charges detailed in proposals or communications

4.2.5.  Payment is due within the timeline set out in the applicable proposal, quote, or invoice. Late payments may incur interest at the rate specified on the invoice.

 

5.1.  Each party shall implement reasonable physical, technical, and administrative safeguards for any data exchanged under these General Terms.

5.2.  Comprehensive data protection, privacy, retention, and security obligations shall be set out in the MSA.

 

6.1.  To the extent permitted by law:

6.1.1.  Each party is responsible for its own acts and omissions.

6.1.2.  Neither party is liable for indirect, consequential, or special damages.

6.1.3.  Provider’s total liability under these Terms is limited to $1,000.

6.1.4.  Full liability caps and indemnities will be defined in the MSA.

 

7.1.  Either party may terminate these Terms at any time by written notice.

7.2.  Client remains responsible for any outstanding charges incurred before termination.

 

8.1.  These Terms apply only to the initial engagement and early obligations.

8.2.  Before Provider provides any managed services, projects, or recurring deliverables, the parties will execute the Master Services Agreement, which will supersede and expand on these Terms.

8.3.  Schedules attached to the MSA will supersede the MSA where stated.

 

9.1.  This Agreement shall be governed by the laws of the Province in which the Client’s principal place of business is located, and the federal laws of Canada applicable therein.

 

10.1. These General Terms govern only the preliminary engagement between Provider and Client — the period of proposals, evaluations, and early discussions before a Master Services Agreement is executed. They are superseded in full by the MSA upon execution. Provider’s aggregate liability under these Terms is capped at $1,000. Client’s acceptance by continued engagement reflects the limited and preparatory scope of these Terms.