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No thanks, I hate free stuff.This Enterprise Software as a Service Agreement ("Agreement") is made effective as of March 30th, 2026 (the "Effective Date"), by and between Consistent Client Support Ltd. referred to as "CCS" or "us" , and any clients using CCS service, referred to as "Client" or "you" in the agreement.
By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service. "Service" includes our websites, our software and our products.
If you are using the Service on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "Client" will refer to that organization.
Last Updated: March 30th, 2026
This agreement shall commence on the Effective Date and continue until the agreement is terminated by either party or changed, if it is changed, the new agreement will supersede this one. The Client can decide to terminate the agreement once the term ends, but they will continue to owe any money they have not paid to CCS. Either party may terminate this Agreement for a material breach of this agreement by the other party if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination under this Section shall be effective upon expiration of the thirty (30)‑day cure period if the breach is not cured. This Agreement may be terminated immediately by either party upon written notice if the other party (a) becomes insolvent, (b) commences or has commenced against it a voluntary or involuntary case under any bankruptcy or insolvency law, or (c) has a receiver, custodian or similar officer appointed for its business or property. Termination shall not relieve either party of any payment obligations accrued prior to the effective date of termination. The parties’ obligations (including, but not limited to, payment, confidentiality, indemnification and limitation of liability) shall remain in effect. CCS may suspend Client’s access to the service, in whole or in part, immediately, upon notice in the event of non-payment, security threats, regulatory or legal risk, Client breach of applicable law, or any breach of this agreement or any other agreements between the Client and CCS. CCS is not liable for any damage done to the Client that comes with terminating the agreement. The Client agrees to indemnify and hold harmless CCS, its employees, its directors, its contractors and its agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of content that the Client or its employees upload onto our platform, your violation of these Terms of Use or any additional rules or terms of use posted for a specific area of the Site or Content provided on or through the Site, or your violation or infringement of third-party intellectual property rights or private information.
CCS reserves the right to modify these terms at any time. If they are changed CCS will notify the Client by email or other preferred contact method. Continued use of our services after changes have been made constitutes acceptance of these changes.
If CCS grants the Client access to a license to use CCS services, this license is a limited, non-exclusive, non-transferable, non-sub-licensable license to access and use CCS’s proprietary cloud-based platform (the "Platform") during the Term, solely for Client’s internal business operations and strictly in accordance with the terms of this Agreement. The Client may not replicate any of the provided services. The Client may not reverse engineer or decompile CCS services.
Any custom development services, including integrations, configurations, and website development ("Custom Work"), shall be governed by one or more written Statements of Work (each, an "SOW"). Unless otherwise stated in the applicable SOW, a non-refundable deposit equal to fifty percent (50%) of the total project fees shall be due prior to commencement of work, with the remaining balance due upon completion. If Client cancels any Custom Work after commencement, Client shall remain responsible for payment of all work performed and any committed third-party costs. All intellectual property rights in and to the platform, including all underlying software, frameworks, methodologies, and generic components, shall remain the exclusive property of CCS. Client shall receive a non-exclusive, non-transferable license for the duration of the term, to use any Custom Work developed specifically for Client solely for its internal business purposes. CCS shall retain the right to reuse general knowledge, skills, technical concepts, and non-client-specific components developed in the course of performing services under this Agreement.
The service is provided "as is" and "as available" without any warranties of any kind, express or implied. CCS makes no warranty that our services or products will meet client expectations. CCS makes no warranty that our services will always be available, uninterrupted, error-free, compatible, or timely.
Client shall retain all right, title, and interest in and to all Client Data saved onto CCS' platform. CCS shall implement administrative, technical, and physical safeguards consistent with reasonable commercial standards and applicable Ontario privacy laws to protect Client Data.
For the purposes of applicable Ontario privacy legislation, clients shall act as the Data Controller and CCS as the Data Processor. CCS shall process personal information solely in accordance with client’s documented instructions, implement appropriate technical and organizational safeguards, and notify client within reasonable time of any confirmed data breach or security incident that CCS is aware of.
Where Client is a Health Information Custodian within the meaning of the Personal Health Information Protection Act, 2004 (PHIPA), CCS shall act as an agent and implement appropriate administrative, technical, and physical safeguards to protect Personal Health Information. If the Client is located outside of the province of Ontario, where applicable and needed, the parties shall enter into a separate business agreement governing the processing of protected health information in order to obey the law for the country or province the Client is located in.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario. The applicable limitation period shall be governed by the Limitations Act, 2002 (Ontario).
CCS shall use commercially reasonable efforts to ensure that the Platform achieves an uptime availability of not less than 90% per calendar month, excluding scheduled maintenance, emergency maintenance, and force majeure events. Uptime failures do not constitute a material breach under Section 1. In the event that uptime falls below this threshold, Client shall be entitled to service credits in accordance with CCS’s then-current service credit policy, which shall constitute Client’s sole and exclusive remedy for service level failures.
CCS shall not be liable for any losses, damages, service interruptions, data compromise, or security incidents arising from ransomware attacks, zero-day vulnerabilities, third-party infrastructure failures, client-side security failures, or cyberattacks beyond CCS’s reasonable control. It is the Client's responsibility: a) To maintain the confidentiality of their own credentials. b) Surveill and regulate the activity on their account. c) To notify CCS if their credentials have been stolen or if there is unauthorized activity on their account(s). CCS may link to third-party sources or applications on the website, app or in communications, this does not mean CCS is affiliated or endorse them or their content. Accessing this content is at the Client's own risk. The Client must adhere to the terms of service of the respective third-party sources.
Client agrees not to use the platform for unlawful purposes, to introduce malicious code, malware, or ransomware, to attempt unauthorized access, to interfere with system integrity or security, or to use the platform in violation of applicable data protection laws. CCS reserves the right to suspend access to the Platform immediately in the event of any violation of this section.
Each Party shall be responsible for maintaining its own commercially reasonable insurance coverage, including commercial general liability, cybersecurity or data breach insurance, and professional liability (errors and omissions) insurance, sufficient to cover its obligations under this agreement.
Each Party agrees to maintain the confidentiality of all non-public, proprietary, technical, commercial, and business information disclosed in connection with this agreement and to use such information solely for the purposes of performing its obligations under this agreement.
To the maximum extent permitted by law, CCS’s aggregate liability arising out of or in connection with this agreement shall not exceed the total fees paid by Client to CCS in the twelve (12) months preceding the event giving rise to the claim. In no event shall CCS be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, loss of data, or business interruption. Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, power failures, cloud service provider outages, governmental actions, or natural disasters.
Before filing a claim, you agree to contact us and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email or other preferred contact method. If the dispute is not resolved within thirty (30) days, either party may proceed to arbitration or small claims court.
This Agreement, together with any applicable Statements of Work and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral. The Client may not assign or transfer the terms of this agreement to another person or company without prior consent from CCS. CCS may assign or transfer the terms of this agreement in the case of a merger or acquisition concerning the Client. If any part of this agreement is found to be unlawful, the rest of it is still in force.