Terms of Use

Agreement & acceptance

These Terms of Use (the "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and intrasec ("intrasec," "we," "us," or "our") governing your access to and use of the website located at intrasec.ca (the "Site") and, together with any applicable Statement of Work, Service Agreement, or engagement letter (collectively, "Service Agreement"), the IT, cybersecurity, and advisory services we provide (the "Services").

By accessing or using the Site, or by clicking "I agree," signing a Service Agreement, or otherwise indicating your acceptance, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and that "you" refers to that entity throughout these Terms.

These Terms should be read together with our Privacy Policy, which is incorporated herein by reference and forms part of the agreement between you and intrasec. In the event of any conflict between these Terms and an executed Service Agreement, the Service Agreement shall prevail to the extent of the inconsistency.

About intrasec

intrasec is a Canadian provider of managed IT services, cybersecurity advisory and consulting, and related professional services to businesses operating primarily in Canada. We are headquartered in Toronto, Ontario, Canada.

The Site is operated for informational and marketing purposes and to facilitate engagement between prospective and existing clients and intrasec. The Site does not constitute the provision of professional legal, regulatory, financial, or investment advice. Any general information on the Site regarding cybersecurity risks, best practices, or regulatory obligations is provided for informational purposes only and should not be relied upon as legal, regulatory, or professional advice specific to your organization's circumstances.

The delivery of specific managed IT, cybersecurity, and advisory services is governed exclusively by a separately executed Service Agreement between you and intrasec. Nothing on the Site creates an obligation on intrasec to provide any particular service, and no client relationship is formed by your use of the Site alone.

Eligibility

The Site and Services are intended exclusively for business use by companies, organizations, and their authorized representatives. They are not intended for use by consumers or individuals acting in a personal capacity.

• You must be at least 18 years of age and have the legal capacity to enter into a binding agreement under applicable law.
• If you are accessing the Site on behalf of an organization, you must be duly authorized to act on that organization's behalf and to bind it to these Terms.
• You must not be prohibited from using the Site or receiving the Services under any applicable laws or regulations, including any applicable export controls or sanctions laws.
• You must provide accurate, complete, and current information when registering for an account or engaging our Services, and you agree to promptly update that information if it changes.

intrasec reserves the right to refuse access to the Site or to decline to enter into a Service Agreement with any person or organization, at our sole discretion, without obligation to provide reasons.

Website use

Subject to your compliance with these Terms, intrasec grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for your own internal business purposes. This licence does not include the right to:

• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Site or its content.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Site or its content.
• Use any automated means (including bots, scrapers, spiders, or crawlers) to access, index, or collect information from the Site without our prior written consent.
• Frame, mirror, or otherwise incorporate any portion of the Site into another website or application without our prior written consent.
• Remove, obscure, or alter any copyright, trademark, or other proprietary notice on the Site.

If we provide you with login credentials to access any client portal or restricted area of the Site, you are responsible for maintaining the confidentiality of those credentials and for all activity that occurs under your account. You agree to immediately notify us through our contact page if you become aware of any unauthorized use of your account or any other security breach. We are not liable for any loss or damage arising from your failure to maintain the security of your credentials.

The Site may contain links to third-party websites or resources. These links are provided for your convenience only. intrasec has no control over the content, privacy practices, or availability of such third-party sites, and we do not endorse, sponsor, or recommend any third-party site or its content. We accept no responsibility or liability for any third-party sites or for any loss or damage arising from your use of them.

We do not warrant that the Site will be available, uninterrupted, error-free, or free of viruses or other harmful components at any time. We reserve the right to modify, suspend, or discontinue the Site, or any part of it, at any time and without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Site.

Services & engagements

The specific managed IT, cybersecurity, advisory, and consulting services that intrasec provides to clients are governed by the terms of a written Service Agreement executed between the parties. These Terms apply to your use of the Site and, to the extent not inconsistent with a Service Agreement, to any pre-contractual engagement or communications with intrasec.

intrasec offers, among other services: managed IT support, cybersecurity strategy and advisory, cloud adoption and migration consulting, governance framework development, risk assessment, managed security services, and related professional services. The specific deliverables, service levels, fees, and timelines applicable to your engagement are set out exclusively in your Service Agreement. No promise, representation, or commitment made by any intrasec representative regarding services shall be binding unless confirmed in writing in a Service Agreement.

You acknowledge that the successful delivery of our Services depends in part on your cooperation and participation, including:

• Providing accurate, complete, and timely information, access, and cooperation reasonably required for us to deliver the Services.
• Ensuring that your personnel and authorized representatives cooperate with our team during the engagement.
• Maintaining and operating your own systems, networks, and infrastructure in accordance with applicable law and reasonable industry practice, except where we have expressly assumed that responsibility under a Service Agreement.
• Promptly reviewing and responding to deliverables, reports, recommendations, and communications from intrasec.
• Complying with all applicable laws, regulations, and contractual obligations relevant to your use of the Services.

Where a delay or failure in the delivery of Services results from your failure to fulfill your obligations as a client, intrasec shall not be in breach of any service level commitment, and any associated deadlines or timelines may be adjusted accordingly.

intrasec does not guarantee any particular business outcome, security posture, regulatory compliance result, or performance improvement as a result of the Services. Cybersecurity and IT environments involve inherent risk that cannot be fully eliminated. Our Services are designed to reduce risk and improve your security and operational posture, but we cannot guarantee that any threat, breach, data loss, or system failure will be prevented.

Intellectual property

All intellectual property rights in and to the Site, its content, and any materials, tools, frameworks, templates, methodologies, and deliverables created by intrasec in the course of performing Services (collectively, "intrasec IP") are and shall remain the exclusive property of intrasec or its licensors. "intrasec IP" includes, without limitation, the intrasec name, logo, trademarks, service marks, trade dress, website design, text, graphics, software, code, databases, compilations, know-how, proprietary processes, and any other intellectual property, whether registered or unregistered.

Subject to your compliance with these Terms and any applicable Service Agreement, intrasec grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to use the deliverables and materials provided to you under a Service Agreement solely for your internal business purposes as contemplated by that agreement. No other licence is granted, express or implied, by these Terms or any Service Agreement.

You retain all intellectual property rights in and to data, documents, systems, configurations, and other materials that you provide to us in connection with our Services ("Client Materials"). You grant intrasec a limited, non-exclusive licence to access, use, and process Client Materials solely to the extent necessary to deliver the Services. You represent and warrant that you have all rights, permissions, and consents necessary to provide Client Materials to intrasec and to grant this licence.

• You may not copy, reproduce, publish, distribute, display, transmit, or create derivative works from any intrasec IP without our prior written consent.
• You may not use intrasec's name, logo, or trademarks in any manner that could imply a partnership, endorsement, or affiliation not established in writing.
• You may not use any intrasec IP for the purpose of developing competing products or services.

Any use of intrasec IP not expressly permitted by these Terms requires our prior written consent. We reserve all rights not expressly granted herein.

Acceptable use

You agree to use the Site and Services only for lawful purposes and in a manner that does not infringe the rights of any person or organization, and does not restrict or inhibit anyone's use or enjoyment of the Site or Services. The following activities are strictly prohibited:

• Using the Site or Services for any purpose that is unlawful, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• Transmitting any unsolicited or unauthorized commercial electronic messages in violation of Canada's Anti-Spam Legislation (CASL) or any applicable equivalent.
• Attempting to gain unauthorized access to any part of the Site, any intrasec system or network, or any third-party system or network through the use of our Services.
• Uploading, transmitting, or distributing any viruses, malware, ransomware, spyware, Trojan horses, worms, or other malicious or disruptive code or files.
• Conducting or facilitating any denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks on the Site, intrasec's infrastructure, or any third-party systems.
• Probing, scanning, or testing the vulnerability of any intrasec system or network without our prior written authorization, even if you are an authorized client.
• Impersonating any person or entity, or misrepresenting your identity or affiliation with any person or entity.
• Collecting or harvesting personal information from the Site without authorization.
• Using the Site or Services to engage in any activity that would violate any applicable laws or regulations, including without limitation applicable privacy laws, securities laws, export control laws, and sanctions regulations.
• Circumventing or attempting to circumvent any technical or security measures on the Site.
• Using the Services to store, transmit, or process information that infringes any patent, trademark, copyright, trade secret, or other intellectual property or proprietary right of any person.
• Using the Services in any way that breaches any contractual duty of confidentiality owed to any third party.

intrasec reserves the right to investigate and take appropriate legal or technical action against any person who violates this section, including reporting such conduct to law enforcement authorities. We may cooperate fully with law enforcement agencies in any investigation of suspected criminal activity facilitated through the Site or our Services.

Confidentiality

In the course of our relationship, each party may disclose to the other certain non-public, proprietary, or confidential information ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial information, technical data, trade secrets, client lists, pricing, methodologies, system configurations, security vulnerabilities, incident data, and any other information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted below; and (c) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms or a Service Agreement.

A receiving party may disclose Confidential Information: (a) to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set out herein; (b) as required by applicable law, court order, or governmental authority, provided that the receiving party gives the disclosing party reasonable prior written notice (to the extent permitted by law) and cooperates with the disclosing party in seeking a protective order or other available relief.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure, without restriction; (c) is independently developed by the receiving party without reference to or use of Confidential Information; or (d) is received from a third party who is not under any obligation of confidentiality with respect to such information.

Confidentiality obligations under these Terms survive the termination or expiration of any Service Agreement for a period of five (5) years with respect to business information, and indefinitely with respect to trade secrets and any information constituting a security vulnerability in systems or infrastructure.

Fees & payment

Fees for our Services are as set out in the applicable Service Agreement or Statement of Work. The terms in this section apply unless otherwise agreed in writing in a Service Agreement, in which case the Service Agreement terms prevail.

• Fees are invoiced in Canadian dollars unless otherwise agreed in writing.
• Invoices are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the applicable Service Agreement.
• Recurring managed service fees are invoiced in advance on a monthly basis unless otherwise agreed.
• Project-based fees and statements of work may be invoiced on a milestone, percentage-completion, or time-and-materials basis as specified in the relevant documentation.

If any amount remains unpaid after the due date, intrasec reserves the right to: (a) charge interest on the outstanding amount at a rate of 1.5% per month (18% per annum), compounded monthly, from the due date until the date of actual payment; (b) suspend delivery of the Services until all outstanding amounts (including accrued interest) are paid in full; and (c) after thirty (30) days of non-payment, terminate the applicable Service Agreement on written notice to you. intrasec may recover its reasonable costs of collection, including legal fees, in the event of default.

All fees are exclusive of applicable taxes, including Goods and Services Tax (GST), Harmonized Sales Tax (HST), Québec Sales Tax (QST), and any other applicable taxes, levies, or duties. You are responsible for paying all applicable taxes on fees charged under any Service Agreement. Where intrasec is required by law to collect such taxes, they will be added to the invoice and are payable by you.

intrasec may adjust its fees for ongoing managed services by providing at least sixty (60) days' written notice. For fixed-term service agreements, fees will not change during the term except as expressly permitted in the Service Agreement. For month-to-month arrangements, fee changes take effect on the first billing date following the notice period.

If you dispute any portion of an invoice in good faith, you must notify us in writing within fifteen (15) days of receipt of the invoice specifying the amount disputed and the reasons therefor. Undisputed amounts remain due and payable by the invoice due date. The parties will negotiate in good faith to resolve the dispute promptly.

Disclaimer of warranties

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTRASEC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
• Any warranty that the Site will be available, uninterrupted, timely, secure, or error-free.
• Any warranty as to the accuracy, completeness, currency, or reliability of any content on the Site.
• Any warranty that defects in the Site will be corrected.
• Any warranty that the Site or the servers that make it available are free of viruses, malware, or other harmful components.

With respect to the Services, intrasec warrants only that it will perform the Services: (a) in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) materially in accordance with the specifications set out in the applicable Service Agreement. THIS LIMITED WARRANTY IS THE EXCLUSIVE WARRANTY PROVIDED BY INTRASEC WITH RESPECT TO THE SERVICES AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

No advice, guidance, information, or recommendation provided by intrasec through the Site or in the course of delivering Services constitutes a warranty with respect to the outcomes of implementing such advice. The applicability and sufficiency of any security measure, control, or recommendation depends on factors specific to your organization's environment that are beyond intrasec's control.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTRASEC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, data, business, goodwill, or anticipated savings.
• Business interruption or loss of business opportunity.
• Cost of procurement of substitute goods or services.
• Damages arising from unauthorized access to, or loss, corruption, or alteration of your data or systems.
• Any other indirect or consequential losses.

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER INTRASEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTRASEC'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SERVICE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO INTRASEC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000). WHERE YOU HAVE NOT PAID ANY FEES TO INTRASEC, OUR TOTAL LIABILITY SHALL NOT EXCEED ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any other liability that cannot be limited or excluded by applicable law. Where applicable consumer protection or other mandatory legislation prevents the exclusion of implied warranties or the limitation of liability, those exclusions and limitations apply only to the extent permitted by such legislation.

Any claim or cause of action arising out of or relating to these Terms or the Services must be commenced within two (2) years after the cause of action accrues, regardless of any longer limitation period that might otherwise apply under applicable law. After this period, any such claim is permanently barred.

Indemnification

You agree to defend, indemnify, and hold harmless intrasec and its directors, officers, employees, agents, contractors, successors, and assigns from and against any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Your use of the Site or Services in violation of these Terms or any applicable law or regulation.
• Any breach or alleged breach by you of any representation, warranty, or obligation under these Terms or any Service Agreement.
• Any Client Materials provided by you to intrasec that infringe or misappropriate any intellectual property right or proprietary right of any third party, or that violate any applicable law.
• Your wilful misconduct, negligence, or fraudulent conduct.
• Any claim by a third party arising from your use of the Services, including claims arising from your failure to comply with applicable laws governing your own business or the data you provide to us.
• Any violation by you of the Acceptable Use provisions set out in Section 06.

intrasec will: (a) promptly notify you in writing of any claim for which we seek indemnification (provided that failure to give timely notice does not relieve you of your indemnity obligations except to the extent you are materially prejudiced by the delay); (b) give you sole control of the defence and settlement of such claim, provided that you may not settle any claim that imposes any obligation, restriction, or liability on intrasec without our prior written consent, which will not be unreasonably withheld; and (c) provide reasonable assistance in connection with the defence at your cost and expense. intrasec reserves the right to participate in the defence at its own cost with counsel of its choice.

Suspension & termination

intrasec may, in its sole discretion and without notice, suspend or terminate your access to the Site, or any portion thereof, for any reason, including without limitation if we believe that you have violated these Terms, applicable law, or the rights of third parties. We may also discontinue the Site, or any part of it, at any time with or without notice.

Either party may terminate a Service Agreement as provided in that agreement. In addition, intrasec may suspend the provision of Services immediately, without liability, if:

• You breach any payment obligation and fail to cure such breach within ten (10) business days of written notice.
• You breach any material provision of these Terms or a Service Agreement and fail to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail (or immediately, where the breach is incapable of cure).
• We determine, acting reasonably, that your continued use of the Services poses a security risk to our systems, infrastructure, or other clients.
• We are required to do so by applicable law or the order of a competent authority.
• You become insolvent, make a general assignment for the benefit of creditors, or become subject to any insolvency or bankruptcy proceedings.

Upon termination of any Service Agreement or these Terms: (a) all licences granted to you hereunder terminate immediately; (b) you must cease all use of the Services and any intrasec IP; (c) each party must promptly return or destroy the other party's Confidential Information as directed by the disclosing party; and (d) all outstanding fees, including for work performed through the date of termination, become immediately due and payable. Termination does not relieve you of your obligation to pay for Services rendered prior to the effective date of termination.

The following sections survive termination: §05 (Intellectual Property), §07 (Confidentiality), §08 (Fees, to the extent of accrued obligations), §09 (Disclaimer of Warranties), §10 (Limitation of Liability), §11 (Indemnification), §13 (Dispute Resolution), and §14 (General Provisions), together with any other provision that by its nature should survive.

Dispute resolution

These Terms and any Service Agreement, and all disputes and claims arising out of or relating to them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of law principles that would require the application of the laws of another jurisdiction.

Subject to the escalation and mediation process below, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto for the resolution of any dispute arising out of or in connection with these Terms or any Service Agreement. You waive any objection to the laying of venue in such courts and any objection that such courts are an inconvenient forum.

Before initiating formal legal proceedings (other than for emergency injunctive relief), the parties agree to attempt in good faith to resolve any dispute through the following process:

• Step 1: Direct negotiation: Either party may notify the other in writing of the existence of a dispute. Within fifteen (15) business days of receipt of such notice, senior representatives of the parties with authority to resolve the dispute shall meet (in person, by video conference, or by telephone) and attempt in good faith to negotiate a resolution.
• Step 2: Mediation: If the dispute is not resolved within thirty (30) days of the initial notice (or such longer period as the parties may agree), either party may refer the matter to non-binding mediation administered by a mediator agreed upon by the parties or, failing agreement within ten (10) days of a written request to mediate, appointed by the ADR Institute of Ontario.
• Step 3: Litigation: If the dispute is not resolved through mediation within sixty (60) days of the referral to mediation (or such longer period as the parties may agree), either party may pursue its rights through the courts of Ontario as set out above.

Notwithstanding the foregoing, either party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction without first following the escalation process, where delay in seeking such relief would cause irreparable harm. The seeking of such relief shall not constitute a waiver of the party's right to proceed through the escalation process for the underlying dispute.

To the fullest extent permitted by applicable law, you agree that any dispute resolution proceeding will be conducted on an individual basis only, and not in a class, consolidated, or representative action. You waive your right to participate in any class action or class-wide arbitration with respect to any claim arising out of or relating to these Terms or the Services.

General provisions

These Terms, together with the Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and intrasec with respect to your use of the Site and the Services, and supersede all prior and contemporaneous understandings, representations, warranties, and agreements, whether written or oral, relating to the subject matter hereof. No party has entered into these Terms in reliance on any representation or warranty not expressly set out herein.

No amendment to these Terms is valid unless made in writing and signed by an authorized representative of intrasec (and, if applicable, countersigned by you where your agreement is required). No waiver of any provision of these Terms is effective unless made in writing. The failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, and enforceability of the remaining provisions, which shall continue in full force and effect.

You may not assign, transfer, sublicense, or otherwise deal with any of your rights or obligations under these Terms without the prior written consent of intrasec. intrasec may assign or transfer these Terms or any Service Agreement, in whole or in part, without your consent: (a) to an affiliate; (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets; or (c) as part of a transfer of the business to which these Terms relate. Any purported assignment in violation of this provision is null and void.

Neither party shall be in breach of these Terms or liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by or results from circumstances beyond that party's reasonable control, including without limitation: acts of God, pandemic, epidemic, fire, flood, earthquake, storm, or other natural disaster; war, armed conflict, terrorism, or civil unrest; governmental action or law; power outages, telecommunications failures, or internet disruptions not caused by the affected party; strikes or labour disputes not involving the affected party's own employees; or any other event, circumstance, or cause beyond the reasonable control of the affected party (each a "Force Majeure Event"). The affected party shall: (a) promptly notify the other party of the Force Majeure Event and its anticipated duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the cessation of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the applicable Service Agreement on written notice without liability.

All notices, requests, consents, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) one (1) business day after deposit with a recognized overnight courier service with tracking; (c) when sent by email with confirmation of receipt by the receiving party (excluding auto-replies); or (d) three (3) business days after being sent by prepaid first-class mail. Notices to intrasec shall be sent through our contact page at intrasec.ca/contact or to our address on file. Notices to you shall be sent to the contact information you provided in connection with your account or Service Agreement.

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without prior written consent.

These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en langue anglaise.

Section headings in these Terms are for convenience of reference only and do not affect the interpretation of these Terms.

Changes to these terms

intrasec reserves the right to modify these Terms at any time. When we make changes, we will:

• Post the revised Terms on this page with an updated effective date.
• Notify active clients by email at least 30 days before any material change takes effect.
• Where a material change requires renewed consent or creates a materially different legal relationship, seek your affirmative consent before applying the new Terms to your account or engagement.

For non-material changes (such as clarifications, formatting corrections, or updates to contact information), we may update the Terms without advance notice, and such changes take effect immediately upon posting.

Your continued use of the Site or the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue your use of the Site and, if applicable, provide written notice of termination under any Service Agreement. We encourage you to review these Terms periodically. The current version will always be available at intrasec.ca/terms-of-use.

Contact us

If you have any questions about these Terms, wish to report a violation of these Terms, or need to serve us with a legal notice, please contact us as follows:

intrasec
Toronto, Ontario, Canada
Contact: intrasec.ca/contact

We will acknowledge general inquiries within 2 business days and provide a substantive response within 10 business days. Legal notices and formal dispute communications will be addressed in accordance with the timelines set out in Section 13.

If you become aware of any misuse of the Site, security vulnerabilities, or potential violations of these Terms, please report them to us through our contact page. We take all such reports seriously and will investigate promptly.