Terms of Service

1. What These Terms Cover

These Terms govern services provided by Edgeworx, including consulting, assessments, implementation, projects, managed services, support, cloud services, and any website, customer portal or hosted platform operated by Edgeworx (together, the “Edgeworx Services”). They are intended mainly for business use.

Edgeworx Services are provided only when described in an accepted quote, order form, statement of work or similar ordering document (an “Order”). The Order identifies what Edgeworx will provide, the fees and any service-specific terms.

Hardware, software, cloud platforms, subscriptions, licences and services made by third parties are “Partner Products.” Examples include products or platforms from Quincer, Fortinet, Arista and other vendors. Partner Products are not Edgeworx Services, even when Edgeworx recommends, resells, configures, integrates, manages or supports them.

2. If You Have Another Agreement With Us

If these Terms conflict with a signed master services agreement or another agreement negotiated with Edgeworx, the signed agreement will take precedence. This includes applicable Order, statement of work, data processing agreement (“DPA”), service level agreement (“SLA”) or service-specific schedule, which will also take precedence over these Terms.

Terms printed on your purchase order do not change our agreement unless Edgeworx accepts them in writing.

3. Your Account

You must provide accurate account information, keep it current and protect your passwords and access credentials. You are responsible for your users and their activity, unless the activity was caused by Edgeworx.

Tell us promptly if you suspect unauthorized access or a security incident. Your administrators may add or remove users and give us instructions for your account.

4. Your Right To Use Edgeworx Services

During the term in your Order and while fees are paid, Edgeworx gives you a limited, non-exclusive right to access and use any Edgeworx-operated portal, hosted service and related documentation for your internal business purposes. You may allow your employees and contractors to use them for you, but you remain responsible for their compliance.

Edgeworx owns its service methods, templates, documentation, portals, hosted technology and related intellectual property. You own your Customer Data. A Partner Product is licensed or made available by its vendor, not by Edgeworx, except to the limited extent Edgeworx is expressly authorized to resell or provision it.

5. Acceptable Use

Use the Edgeworx Services only for lawful business purposes and within the limits in your Order. You must not:

• break the law or violate another person’s privacy, confidentiality or intellectual-property rights;
• share access with unauthorized people, bypass security or usage limits, or test our security without written permission;
• introduce malware, disrupt the service, conduct fraud, phishing, harassment or unauthorized monitoring;
• copy, reverse engineer, resell or use an Edgeworx Online Service to build a competing service, except where the law does not allow us to restrict that activity; or
• use an Edgeworx Service in a safety-critical environment unless an Order expressly allows it.

We may investigate misuse and may suspend affected access where reasonably necessary to protect customers, systems or the public.

6. Customer Data

“Customer Data” means the information, files, records, prompts, instructions, configurations and other data you provide or allow us to collect in providing an Edgeworx Service.

You keep ownership of Customer Data. You allow Edgeworx and its service providers to process Customer Data only as needed to provide, secure, support and maintain the services, follow your instructions, address technical or legal issues, and comply with law.

You confirm that you have the rights, notices and consents needed for us to process Customer Data. Do not put passwords, payment-card information, health information, government identifiers, biometric data or other highly sensitive information into a service unless the Order or DPA says that service is approved for it.

7. Privacy, Security and Confidentiality

We handle personal information under our Privacy Policy, applicable law and any DPA. Where Edgeworx processes personal information for you, the DPA or negotiated agreement sets the parties’ detailed responsibilities.

Each party will protect the other’s confidential information, use it only for the business relationship, and disclose it only to people who need it and must keep it confidential, or where disclosure is required by law.

Edgeworx will maintain reasonable administrative, technical and physical safeguards appropriate to the services and Customer Data. No service is completely secure. You are responsible for your own users, devices, identity controls, configurations and backups unless an Order assigns a responsibility to Edgeworx.

8. AI-enabled Features

Some Edgeworx Services may use artificial intelligence and third-party AI providers. AI output can be inaccurate, incomplete, outdated or unsuitable. Review output before relying on, sharing or acting on it. AI output is not legal, medical, financial or other professional advice.

You keep your rights in your prompts and inputs. Edgeworx does not claim ownership of output created specifically for you, subject to applicable law and third-party rights. Similar inputs may produce similar output for others.

Edgeworx will not use Customer Data to train general-purpose AI models for Edgeworx or other customers, and will not permit its AI providers to do so, unless you expressly agree in writing. We may use aggregated or de-identified service data that does not identify you, an individual or confidential customer activity to operate, secure and improve our services.

Do not use AI as the only basis for decisions that significantly affect a person, including employment, credit, housing, insurance, health care or legal rights. Appropriate human review and legally required safeguards remain your responsibility.

9. Partner Products and Terms

Partner Products are supplied and are governed by the vendor’s current applicable terms. Depending on the product, these may include a Terms of Service, End-User Licence Agreement (“EULA”), subscription agreement, acceptable-use policy, privacy policy, support policy and product-specific terms.

Before using a Partner Product, you must review and accept the vendor terms that apply to it. For example, use of Quincer’s hosted AI platform is subject to Quincer’s Terms of Service and related privacy or data terms; use of Fortinet software, hardware, subscriptions or cloud services is subject to the applicable Fortinet EULA, product terms and service terms. The applicable vendor terms may be provided through an Order, product activation, click-through process or link to the vendor’s website.

You authorize Edgeworx to order, provision, configure, integrate and support Partner Products identified in your Order and to exchange Customer Data with the vendor where needed to do so. You are responsible for maintaining the licences, subscriptions, consents and vendor accounts required for those products.

Edgeworx’s work relating to a Partner Product, including advice, resale, implementation, configuration, integration, monitoring, management and support is an Edgeworx Service governed by your Edgeworx agreement. The Partner Product itself remains governed by the vendor terms.

Our vendor partners may change or discontinue their products, features, prices, support, security practices or terms. Edgeworx does not control and is not responsible for a Partner Product’s design, operation, availability or vendor commitments. This does not reduce any responsibility Edgeworx expressly accepts for its own services in an Order or negotiated agreement.

10. Service Changes

We may update Edgeworx-operated services for security, legal, technical or operational reasons. We will not materially reduce the main functionality of a paid Edgeworx-operated service during its current term, except where reasonably needed to address a security risk, comply with law or respond to a Partner Product change.

Any availability or support commitment is stated in the applicable SLA or Order. Trials, previews, beta features and free services may be changed or ended at any time and do not include an SLA unless we say otherwise in writing.

11. Fees And Payment

Your Order sets the fees, taxes, invoice dates, payment terms, subscription term, renewal rules and usage limits. Unless the Order says otherwise or the law requires it, fees are non-cancellable and non-refundable.

Pay undisputed invoices when due and tell us promptly about a good-faith invoice dispute. We may suspend paid services for overdue amounts after reasonable notice, subject to any different terms in your agreement.

12. Cancellation And Termination

Your Order states when you may cancel or choose not to renew. Cancellation does not remove payment commitments for the current term or create a refund unless your Order or applicable law says otherwise.

Edgeworx may suspend access for non-payment, unlawful use, a material breach, a serious security risk or harm to the service or others. Where practical, we will give notice and limit the suspension to what is affected.

Either party may terminate for a material breach that is not fixed within the cure period in the applicable agreement or Order. If none is stated, the cure period is 30 days after written notice. We may act immediately where the issue cannot reasonably be cured, or urgent action is needed to address unlawful activity or a serious security threat.

When service ends, your right to use it ends. Data export, return, retention and deletion follow the applicable Order, DPA or service description. Export the data you need before termination.

13. Service Warranty

Edgeworx will use commercially reasonable care and skill and will provide them materially as described in the applicable Order for paid services. If we breach this promise, we will first try to re-perform or correct the affected service. If we cannot do so within a reasonable time, you may terminate the affected service and receive a refund of prepaid fees for the unused terminated period.

To the extent permitted by law, the website, trials, beta features and AI output are otherwise provided “as is” and “as available.” Partner Product warranties, if any, are provided by the applicable vendor under its terms. Edgeworx does not give an additional warranty for a Partner Product, but this does not limit the warranty for Edgeworx’s own services above. Nothing in these Terms limits rights or remedies that cannot legally be limited.

14. Responsibility For Claims

You will defend and reimburse Edgeworx for third-party claims caused by unlawful Customer Data, your unauthorized use of Edgeworx Services or Partner Products, your breach of applicable vendor terms, or your violation of another person’s rights. This does not apply to the extent a claim was caused by Edgeworx.

Any Edgeworx intellectual-property indemnity is stated in the applicable negotiated agreement or Order.

15. Limits On Liability

To the extent permitted by law, neither party is liable for indirect, special, punitive or consequential losses, or for lost profits, revenue, savings, goodwill or business opportunities.

For paid services, each party’s total liability under these Terms will not exceed the fees paid or payable for the affected service in the 12 months before the event giving rise to the first claim. For the public website or a free service, Edgeworx’s total liability will not exceed CAD $100.

These limits do not apply to payment obligations, fraud or wilful misconduct, infringement of the other party’s intellectual property, indemnity obligations, or liability that cannot legally be limited. A signed agreement or Order may set different limits and will control.

16. Website

Website content is general information, not professional advice, a binding offer or a complete service description. Third-party links are provided for convenience and do not mean we endorse or control those sites.

We may send account, transaction, service and security messages. Marketing messages will follow applicable law and include an unsubscribe option where required.

17. Changes To Terms

We may update these Terms by posting a revised version and changing the “Last updated” date. Changes apply going forward. We will give reasonable notice of a material change affecting a current paid service. An update will not override a signed agreement or Order.

18. General

These Terms are governed by Ontario law and the federal laws of Canada that apply in Ontario. The parties submit to the courts of Ontario.

Assignment and subcontractors. You may not transfer these Terms without our written consent. Edgeworx may transfer them as part of a merger, reorganization or sale of the relevant business, and may use subcontractors while remaining responsible for obligations it expressly accepts.

Events beyond control. Neither party is responsible for delay caused by events beyond its reasonable control, except for payment obligations. The affected party will take reasonable steps to reduce the impact.

Entire agreement. These Terms and the documents incorporated into them are the entire agreement about their subject matter. If one term is unenforceable, the rest remain effective. A failure to enforce a term is not a waiver.

Language. The parties have expressly requested that these Terms and related documents be written in English. Les parties ont expressément demandé que les présentes modalités et les documents connexes soient rédigés en anglais.

19. Contact Us

Questions about these Terms may be sent through the contact page on the Edgeworx website or mailed to:

Privacy questions and requests should use the contact information in the Edgeworx Privacy Policy.