Sales Terms and Conditions

All services provided by ALM Technology Solutions Ltd., an Ontario corporation ("ALM"), to its clients ("Client") are subject to these terms and conditions. Client's acceptance of these terms and conditions shall be made by (i) executing a service agreement, statement of work, or proposal referencing these terms, (ii) issuing a purchase order to ALM, or (iii) accepting delivery of any services from ALM, whichever occurs first. These terms and conditions apply to all IT consulting, managed services, cloud services, and related professional services provided by ALM ("Services").

1. Scope of Services

ALM will provide the Services described in the applicable statement of work, proposal, or service agreement (each, a "Service Agreement"). The scope of Services includes any tasks reasonably necessary to achieve the objectives set out in the Service Agreement. Any changes to the scope of Services must be agreed upon in writing by both parties.

2. Term and Termination

Each Service Agreement will commence on the date specified therein and continue for the term set out in that agreement. Either party may terminate a Service Agreement for convenience upon thirty (30) days' written notice to the other party. Either party may terminate a Service Agreement immediately upon written notice if the other party commits a material breach. Upon termination for any reason, Client shall pay ALM for all Services performed and expenses incurred through the effective date of termination. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and any other provisions that by their nature should survive, will survive termination.

3. Compensation and Payment

Client shall compensate ALM for Services at the rates and on the terms set out in the applicable Service Agreement. ALM will invoice Client monthly, and all invoices are due and payable within thirty (30) calendar days of the invoice date. A service charge of the lesser of one and one-half percent (1.5%) per month (18% per annum) or the maximum amount allowed by law will be charged on all past-due amounts commencing on the date payment is due. Client shall pay all costs of collection, including reasonable legal fees. All amounts are exclusive of applicable federal, provincial, municipal, and other government taxes, which are the responsibility of the Client. Exemption certificates must be presented to ALM prior to delivery of Services if they are to be honoured. All amounts referenced in these terms are in Canadian dollars.

4. Confidentiality

Each party acknowledges that it may receive confidential or proprietary information of the other party in connection with the Services ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence, to use it only for the purposes of performing its obligations or exercising its rights under these terms, and not to disclose it to any third party except as required by law or with the disclosing party's prior written consent. The receiving party shall protect Confidential Information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care. This obligation survives the termination of any Service Agreement indefinitely.

5. Intellectual Property

All work product created by ALM specifically for the Client in the course of delivering Services shall be the property of the Client upon full payment. ALM retains all rights, title, and interest in any pre-existing intellectual property, tools, scripts, templates, methodologies, and know-how that ALM uses or develops independently, including any improvements thereto made in the course of delivering Services. Where ALM's pre-existing intellectual property is incorporated into work product delivered to Client, ALM grants Client a non-exclusive, perpetual, royalty-free licence to use such materials solely in connection with Client's internal business operations.

6. Subcontractors

ALM may engage subcontractors to assist in the delivery of Services. ALM may select subcontractors at its discretion. ALM remains responsible for the performance of its subcontractors and will ensure that subcontractors are bound by obligations of confidentiality no less restrictive than those set out in these terms.

7. Indemnification

Each party shall indemnify and hold the other party harmless from any and all third-party claims, damages, costs, and expenses (including reasonable legal fees) arising out of or related to the indemnifying party's breach of these terms, negligent acts or omissions, or wilful misconduct. Client shall additionally indemnify ALM against any claim that materials, instructions, or data provided by Client to ALM infringe upon the intellectual property rights of a third party.

8. Data and Security

ALM will use commercially reasonable measures to protect Client data to which ALM has access in the course of delivering Services. Solely to the extent Client data is lost directly due to the gross negligence or wilful misconduct of ALM or its subcontractors, ALM will use commercially reasonable efforts, at its expense, to assist Client in restoring the affected data, provided that Client maintains adequate backup practices and enterprise-grade security tools. This shall be ALM's sole obligation, and Client's exclusive remedy, with respect to such data loss. ALM is not responsible for data loss resulting from Client's failure to maintain backups or from causes outside ALM's reasonable control. Client is responsible for maintaining current backups of its data and systems prior to and during the delivery of Services.

9. Warranty

Where ALM procures or recommends third-party hardware or software on behalf of the Client, warranties are limited to those provided by the original manufacturer or vendor, and ALM will use reasonable efforts to pass through any such warranties to the Client. ALM MAKES NO OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE. ALM DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

CLIENT AGREES THAT THE LIABILITY OF ALM FOR DIRECT DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE NET AMOUNT PAID TO ALM BY CLIENT FOR THE SERVICES WHICH ARE THE SUBJECT OF THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM AROSE, LESS ANY AMOUNTS PAID BY ALM TO SUBCONTRACTORS IN CONNECTION WITH THOSE SERVICES. IN NO EVENT WILL ALM BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT), INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF ANTICIPATED PROFITS, LOSS OF DATA, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PERFORMANCE OF SERVICES, EVEN IF ALM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

11. Relationship of the Parties

ALM's relationship with Client is that of an independent contractor. Nothing in these terms and conditions creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind or obligate the other party.

12. Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under these terms resulting from any cause beyond its reasonable control, including but not limited to: acts of God; internet outages; severe weather; fire; flood; strikes or labour disputes; acts of war, sabotage, or terrorism; pandemic; acts of government; or inability to obtain necessary third-party software licences. Scheduled performance dates will be extended for the duration of such events.

13. Governing Law

These terms and conditions shall be construed, interpreted, and enforced under the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict of law rules. The parties agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.

14. General

A. Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions shall not be affected.

B. No Waiver

Failure or delay by either party to exercise any right under these terms shall not operate as a waiver thereof.

C. Assignment

Neither party may assign its rights or obligations without the prior written consent of the other party, except that ALM may assign to an ALM subsidiary or affiliate upon notice to Client.

D. Binding Effect

These terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

E. Entire Agreement

These terms, together with any applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter hereof.

F. Amendment

These terms as published on ALM's website at the time of engagement are the official terms and conditions and may be amended from time to time without notice at ALM's sole discretion.

G. Language

The parties have requested that these terms and all related documents be drafted in the English language. Les parties aux présentes ont demandé que ces conditions et toute documentation connexe soient rédigées en langue anglaise.

Last updated: 2026-03-09