General Terms and Conditions

Effective Date: April 27, 2026

Business Name: ML Computer Consulting ("MLCC", "we", "us", "our")

Jurisdiction: Ontario, Canada

1. Acceptance of Terms

By engaging ML Computer Consulting for any products or services, the client ("Client", "you") agrees to be bound by these General Terms and Conditions ("Terms"). These Terms apply to all services, support agreements, managed services, consulting, sales of hardware/software, and professional services provided by MLCC, unless superseded by a written agreement signed by both parties.

2. Scope of Services

MLCC provides IT consulting, managed IT services, technical support, cloud services, cybersecurity services, network design, installation, maintenance, and resale of hardware and software (collectively, the "Services"). Specific deliverables, service levels, and pricing may be outlined in quotes, proposals, service agreements, or statements of work ("SOW").

Services are provided on a commercially reasonable effort basis unless explicitly stated otherwise.

3. Client Responsibilities

The Client agrees to:

  • Provide accurate, complete, and timely information required for service delivery

  • Grant necessary access to systems, networks, facilities, and personnel

  • Maintain proper licensing for all software used

  • Ensure compliance with applicable laws and regulations

  • Maintain appropriate backups unless backup services are explicitly contracted to MLCC

MLCC is not responsible for service delays or failures resulting from Client non-compliance.

4. Fees and Payment Terms

  • Fees are outlined in MLCC quotes, proposals, or invoices

  • Invoices are payable within 30 days unless otherwise stated

  • Late payments may be subject to interest at 2% per month (24% annually) or the maximum permitted by law

  • MLCC reserves the right to suspend or terminate services for overdue accounts

All fees are exclusive of applicable taxes unless stated otherwise.

5. Hardware and Software Sales

  • Hardware and software are subject to manufacturer/vendor warranties only

  • MLCC makes no additional warranties, express or implied

  • Title transfers upon full payment

  • Returns are subject to vendor policies and may include restocking fees

6. Service Hours and Support

Unless otherwise agreed:

  • Standard business hours are Monday–Friday, 8:00 AM–4:00 PM (Eastern Time)

  • After-hours support may be billed at premium rates

  • Response times are targets, not guarantees, unless covered by a specific SLA

7. Data Protection and Privacy

MLCC will take reasonable steps to protect Client data accessed during service delivery. Client acknowledges:

  • No system can be guaranteed 100% secure

  • MLCC is not responsible for data loss, breaches, or cyber incidents not caused by gross negligence or willful misconduct

Clients remain the data controller of their information. Privacy is handled in accordance with applicable Canadian privacy laws.

8. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information disclosed during the relationship, unless disclosure is required by law or permitted in writing.

9. Backup and Disaster Recovery

Unless explicitly included in a signed agreement:

  • MLCC does not guarantee backups, data recovery, or disaster recovery

  • Client remains responsible for validating backup integrity and data retention

10. Limitation of Liability

To the maximum extent permitted by law:

  • MLCC shall not be liable for indirect, incidental, special, or consequential damages

  • Total liability shall not exceed the fees paid by the Client to MLCC in the three (3) months preceding the event giving rise to the claim

11. Indemnification

Client agrees to indemnify and hold harmless MLCC from claims arising out of:

  • Client misuse of Services

  • Violation of laws or regulations

  • Third-party claims related to Client data, content, or instructions

12. Termination

Either party may terminate services:

  • With written notice as specified in the applicable agreement

  • Immediately for material breach, insolvency, or unlawful activity

Upon termination, all outstanding fees become immediately due.

13. Force Majeure

MLCC shall not be liable for delays or failures caused by events beyond reasonable control, including but not limited to natural disasters, power failures, internet outages, labor disputes, or government actions.

14. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

15. Modifications

MLCC reserves the right to update these Terms at any time. Updated Terms will be effective upon publication on MLCC’s website or written notice to Clients.

16. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with any applicable agreement, SOW, or proposal, constitute the entire agreement between the parties regarding the Services.

Disclaimer: These General Terms and Conditions are provided for general business use and do not constitute legal advice. Clients are encouraged to seek independent legal counsel if required.