1. Agreement and order of precedence
These Terms of Service are an agreement between the customer identified in a service order (“Customer”) and Getracked for the ordered services. By signing or accepting a service order, activating a service, or using a service after receiving these terms, Customer agrees to them.
The agreement consists of the service order, any service-level agreement or product schedule, these Terms, the Acceptable Use Policy, and the Privacy Policy. If documents conflict, the following order applies unless a document expressly says otherwise: service order, product schedule or service-level agreement, these Terms, Acceptable Use Policy, and website descriptions.
A person accepting for an organization represents that they have authority to bind it. Consumer rights that cannot lawfully be waived remain in force.
2. Service orders and accounts
Services are subject to technical review, availability, credit approval where applicable, and acceptance by Getracked. Website prices and descriptions are invitations to inquire and may be changed or corrected before a service order is accepted.
Customer must provide accurate account, billing, technical, and authorized-contact information and keep it current. Customer is responsible for account credentials, access granted to users, and activity performed through its accounts, except to the extent caused by Getracked’s failure to meet its obligations.
Website live chat is an enquiry channel, not a guaranteed real-time, emergency, account-authentication, or service-level support channel. Do not use it for urgent incidents or send passwords, private keys, full payment-card numbers, or other sensitive credentials.
3. Fees, taxes, and payment
Customer must pay the fees, one-time charges, usage charges, and applicable taxes stated in the service order. Unless the service order says otherwise, recurring services are billed in advance and usage or remediation charges are billed in arrears. Prices are in Canadian dollars.
Invoices are due on the date stated on the invoice. Getracked may charge interest and reasonable collection costs only to the extent stated in the service order and permitted by law. Customer must raise a good-faith billing dispute promptly and pay undisputed amounts when due.
Getracked will provide notice of a material increase to recurring fees as required by the agreement and applicable law. Taxes or third-party regulatory charges may change when the underlying requirement changes.
4. Services, changes, and maintenance
Getracked will provide the service materially as described in the accepted service order. Service performance can depend on Customer equipment, software, networks, configuration, and third-party infrastructure outside Getracked’s control.
Getracked may perform scheduled or emergency maintenance and make reasonable technical changes to protect security, reliability, compatibility, or legal compliance. Where practical, Getracked will give notice of maintenance expected to materially affect a service. Any service credits or uptime commitments apply only when expressly included in a service-level agreement.
5. Customer responsibilities
Customer must:
- use services lawfully and comply with the Acceptable Use Policy;
- maintain reasonable security, strong authentication, current software, and accurate authorized-contact lists;
- obtain all rights, notices, and consents required for Customer Data;
- maintain independent backups appropriate to the importance of Customer Data unless a specific backup service is ordered;
- cooperate with incident response, abuse investigations, and required remediation; and
- for colocation, follow facility-access, safety, electrical, rack, insurance, and equipment-handling requirements supplied by Getracked or the facility.
Customer must not rely on a service for emergency, life-safety, or other use where interruption could reasonably cause death, personal injury, or severe physical damage unless Getracked expressly agrees in writing to support that use.
6. Customer Data, confidentiality, and privacy
As between the parties, Customer retains ownership of data, software, and content Customer supplies or controls (“Customer Data”). Customer grants Getracked and its service providers the limited right to host, transmit, copy, back up, secure, and otherwise process Customer Data as necessary to provide the service, follow Customer instructions, enforce the agreement, and comply with law.
Each party must use reasonable care to protect the other party’s confidential information and use it only for the agreement, except where disclosure is authorized or legally required. Exclusions apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without a duty of confidence.
Getracked handles personal information as described in the Privacy Policy. Customer is responsible for determining whether the service is appropriate for regulated or sensitive data and for identifying contractual or technical requirements before placing that data in the service.
7. Suspension and termination
Getracked may suspend a service when reasonably necessary to respond to non-payment, a material agreement breach, an urgent security threat, abuse, harm to another customer or network, a legal requirement, or a risk to service integrity. Where circumstances allow, Getracked will provide notice and a reasonable opportunity to cure before suspension.
Either party may terminate as stated in the service order. A party may terminate for an uncured material breach after the notice and cure period in the service order or, if none is stated, after reasonable written notice. Immediate termination may occur for an irremediable material breach, insolvency event permitted by law, or unlawful use creating serious risk.
On termination, accrued fees become due. Customer must arrange export or removal of Customer Data and equipment within the stated transition period. After that period and subject to legal holds, Getracked may securely delete data and treat uncollected equipment as permitted by the agreement and law.
8. Warranties and limitation of liability
Each party warrants that it has authority to enter the agreement. Getracked will perform services with reasonable care and skill. Except for express commitments in the agreement and warranties that cannot legally be excluded, services are provided “as is” and “as available.”
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profit, revenue, goodwill, or anticipated savings. This exclusion does not apply where prohibited by law.
Except for fees owed, breach of confidentiality, infringement or misuse of the other party’s intellectual property, indemnity obligations, fraud, wilful misconduct, or liability that cannot legally be limited, each party’s total aggregate liability arising from a service will not exceed the fees paid or payable for that service during the twelve months before the event giving rise to the claim. A product schedule or service order may set a different cap appropriate to that service.
Nothing in these Terms limits statutory rights or remedies that applicable consumer-protection or other law does not permit the parties to limit.
9. Indemnity
Customer will defend and indemnify Getracked against third-party claims, damages, and reasonable costs arising from Customer Data or Customer’s unlawful use of a service, except to the extent caused by Getracked. Getracked will promptly notify Customer, allow Customer to control the defence and settlement, and provide reasonable cooperation. Customer may not settle a claim in a way that admits fault by or imposes a non-monetary obligation on Getracked without written consent.
10. General terms
Notices. Contract notices must be sent using the notice details in the service order. Operational notices may be sent to an authorized account contact or displayed in the customer panel.
Assignment. Neither party may assign the agreement without the other’s consent, not to be unreasonably withheld, except to an affiliate or as part of a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee can perform the obligations.
Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations, if it takes reasonable steps to reduce the impact and resumes performance promptly.
Entire agreement. The agreement is the complete agreement about the ordered service and replaces prior representations about it. A waiver must be written and applies only to the specific instance. If a provision is unenforceable, it will be adjusted or severed to the minimum extent necessary and the rest remains effective.
Governing law. The agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties submit to the courts of Ontario, except where mandatory law gives a consumer the right to proceed elsewhere.
Contact. Questions about these Terms may be sent through the support contact form or by mail to PO Box 68507 RPO Great Lakes, Brampton, ON L6R 0J8, Canada.