Terms of Service

1. Acceptance of These Terms

These terms form a binding agreement between you and the Company. You accept them when you browse the website, submit a contact request, accept a proposal or use a service. If you do not accept them, please do not use the website or the services.

If you accept these terms on behalf of an organization, you confirm that you have the authority to bind that organization. In that case the organization is the client, and the words you and your refer to the organization as well as to the individual who accepted on its behalf.

Any additional terms in a signed engagement letter, statement of work or order form are incorporated into these terms by reference. Where an additional term conflicts with a term in this document, the additional term prevails for the services it covers, and the remaining terms continue in force.

2. Definitions

For clarity, the following words have the meanings given below throughout this document.

• Company means Csw Technologies Inc., its control room at 1 Queen St N, Tilbury - N0P 2L0, Canada (CA), and its personnel acting in the course of the engagement.
• Client means the organization or individual that engages the Company for services.
• Services means the monitoring and systems design work described on the website and in an engagement letter, including watch bays, alert rosters, runbooks, pager tests, escalation maps and handover sittings.
• Website means the pages served at cswtech.lat and any subdomain that the Company operates.
• Watch Bay means the dedicated monitoring station assigned to a client portfolio in the control room.
• Binder means the collection of runbook pages, rosters, maps and logs held for a client.
• Alert means a condition detected by a watch bay that meets the threshold for review by an engineer.
• Business Hours means the hours published on the contact page, currently Monday to Friday from 08:00 to 18:00 and Saturday from 09:00 to 13:00 local time in Tilbury.

Headings are included for convenience and do not affect the interpretation of a clause. A reference to a document includes a later version of that document where the context requires it.

3. Eligibility and Authority

The services are offered to organizations and to adults acting in a professional capacity. By using the website or the services you confirm that you are at least the age of majority in your jurisdiction and that you have the authority described in the preceding section. We do not knowingly offer the services to a consumer who is acting outside a professional capacity, and we reserve the right to decline an engagement where the scope is not a fit for our control room.

You agree to provide accurate information about yourself and your organization when you contact us. If your details change, you agree to tell us promptly so that a roster or an escalation map does not point to a number that no longer reaches you.

We may refuse to begin an engagement where we cannot establish that the client has the right to authorize monitoring of a system. We may also refuse where the engagement would require us to act outside the law of Canada or the law of the jurisdiction where the system is located.

4. Scope of Services

The Company provides six recurring duties from its Tilbury control room. Site watch bays observe a defined set of technical conditions for a client portfolio. Alert roster runs confirm that the people who should answer an alarm can be reached. Incident runbook desks give a responder a written page for a known incident class. Pager test windows rehearse the alerting chain on a published schedule. Escalation map reviews keep the calling order accurate and signed. On-call handover sittings pass the watch from one named engineer to another in words.

The scope of a particular engagement is set out in the engagement letter. We do not monitor every metric, we do not provide a general help desk and we do not replace the client security team. Where a client asks for work outside the agreed scope, we will say so and, if both parties agree, we will issue a written change that describes the additional work and any change to the fee.

The services are a watch and a record. They reduce the time between an alarm and a correct action, and they give the client a trustworthy account of what happened. They do not guarantee that a system will never fail, and the warranty section below explains the limits of what we promise.

5. Engagement and Onboarding

An engagement begins with a walk through the client system and a short list of the conditions that would spoil a working morning. From that list we draft the watch bay, the first runbook pages, the alert roster and the escalation map. Each document is read back to a second engineer before it is accepted into the binder.

Before the first monitored shift, we rehearse the pager chain inside a published test window and record who answered. A client is not placed under a live watch until the rehearsal has produced a test record and any finding has been corrected or accepted in writing. This sequence matters because a watch bay that starts before the roster is true is not a watch bay at all.

The client designates a primary contact and a secondary contact for onboarding. The primary contact is the person we speak to about scope, changes and invoices. The secondary contact is the person we speak to when the primary contact cannot be reached. Both contacts are recorded in the roster and both are reviewed during the first cycle.

6. Client Responsibilities

The services depend on information that only the client can supply. The client agrees to provide accurate contact details for everyone named in the roster and the escalation map, to tell us when those details change, and to confirm availability during each roster cycle. A roster that the client has not confirmed is treated as provisional, and we will say so in the bay log.

• Provide the access that the watch bay needs, limited to the conditions agreed in the engagement letter.
• Tell us promptly about a planned change that could affect a monitored condition, such as a migration, a certificate renewal or a hosting move.
• Keep the client side of the escalation map current, including the name and number of the person who authorizes an emergency action.
• Ensure that the client has the right to authorize monitoring of every system placed under a watch bay.
• Name a person who can approve a runbook page and sign the review record at the end of each cycle.
• Maintain the client systems in a condition that can be documented honestly. We cannot write a reliable page for a system that nobody understands.

Where a client fails to meet a responsibility and that failure causes a delay or an incident, the Company will use reasonable efforts to limit the effect, but the client remains responsible for the consequence. We will record the failure in the bay log so that the post incident review is based on facts.

7. Fees and Payment

Fees for an engagement are set out in the engagement letter. Unless the letter says otherwise, fees are quoted in Canadian dollars and are exclusive of applicable taxes. Expenses that are agreed in advance, such as travel to a client site or a license for a monitoring tool, are invoiced at cost with supporting receipts.

Invoices are issued monthly in advance for a recurring watch. Payment is due within thirty days of the invoice date unless the engagement letter sets a different period. Where a payment is overdue, we may charge interest at a reasonable rate permitted by law and we may pause a non urgent part of the service after giving written notice. We will not pause an active watch without first telling the client in writing and giving a reasonable opportunity to pay.

Fees may be adjusted once each year by giving at least sixty days written notice. A client who does not accept an adjustment may end the engagement at the end of the notice period without a termination charge. Fees are not refundable for a period that has already been worked, except where the Company has failed to provide the service as described in these terms.

8. Shift Scheduling and Handover

Shifts in the control room are scheduled in advance and are published to the client. Each shift has an outgoing engineer, an incoming engineer and a handover record. The record is signed by both engineers and includes the open alerts, the pending changes and any system that is being watched more closely than usual.

The handover is a required step rather than a courtesy. If an engineer cannot complete a handover, the incoming engineer does not take the watch until the handover has been completed by another route and the record has been signed. This rule exists because an unsigned handover is the most common cause of a missed alarm, and we would rather delay a shift than inherit a silent gap.

The client may request a change to the scheduling pattern by giving reasonable notice. We will try to accommodate the request, but we do not promise a change that would leave a watch bay unstaffed or that would break the rest period of an engineer.

9. Runbooks, Rosters and Escalation Maps

The binder is the working record of the engagement. It contains the runbook pages, the alert roster, the escalation map and the shift logs for each client. The client owns the content of its own binder and may request a copy at any time. The Company keeps the working copy so that a shift can use it without delay.

Runbook pages are written in plain sentences, are short enough to fit on the desk beside a keyboard and are rehearsed before they enter the binder. A page that cannot be read aloud is rewritten. The client is invited to review every page that describes its own system, and a page that the client has not reviewed is marked as provisional in the binder index.

The escalation map is reviewed on a fixed cadence and whenever staffing changes. A review means a clean redraw and a fresh signature, not a set of corrections in the margin. The client receives the signed copy, and the copy held in the control room is replaced at the same review so that the two never diverge.

10. Acceptable Use of the Website

You may use the website for lawful purposes connected with evaluating or engaging the services. You agree not to use the website to break the law, to interfere with the availability of the service, to attempt to gain unauthorized access to a system or to submit a message that contains malware or a deceptive instruction.

• Do not send automated requests at a volume that degrades the service for others.
• Do not probe the website for a vulnerability except through a responsible disclosure described in a written agreement with us.
• Do not copy a substantial part of the website and present it as your own work.
• Do not use the contact form to send unsolicited advertising or a bulk message.
• Do not impersonate another person or an organization when making an enquiry.

Where we believe that a use of the website breaches this section, we may block the source, suspend access or take other reasonable steps to protect the service. We will explain the step where we can do so without helping a bad actor, and we will not use a suspension to avoid an answer that a legitimate enquiry deserves.

11. Intellectual Property

The website, its text, its layout and the design of the control room devices shown on its pages are owned by the Company or are used with permission. You may read the pages, print a reasonable number of copies for internal evaluation and link to the pages, but you may not reproduce a substantial part of the content in a commercial product without written permission.

The binder that we create for a client contains material of two kinds. The template, the page structure and the layout of the binder remain the property of the Company. The content that describes the client system, including the specific steps, names and numbers, belongs to the client. On exit the client receives a complete copy of its content in a usable format, and the Company keeps no more than is needed to meet a legal or accounting obligation.

Any feedback that a client sends about the services may be used by the Company to improve its practice without a royalty or an obligation to attribute the feedback, provided that the feedback does not contain personal information or confidential material of the client.

12. Confidentiality

Each party agrees to keep the confidential information of the other party secret and to use it only for the purpose of the engagement. Confidential information includes the technical details of a client system, the contents of a roster, the text of a runbook page and any business information that a party marks as confidential or that a reasonable person would treat as confidential in the circumstances.

A party may disclose confidential information where the law requires it, where a court orders it or where disclosure is needed to establish, exercise or defend a legal claim. Before disclosing under a legal requirement, the party will give the other party notice where the law allows, so that the other party can seek a protective order.

The duty of confidentiality continues for five years after the engagement ends. A trade secret survives for as long as it remains a trade secret. The duty does not apply to information that is already public through no fault of the recipient, that the recipient already held without a duty of confidence, or that the recipient develops independently without using the confidential information of the other party.

13. Privacy and Data Protection

The handling of personal information is described in the Privacy Policy, which forms part of these terms. Where the Company processes personal information on behalf of a client, the two parties will put a data processing arrangement in place that describes the subject matter, the duration, the nature and the purpose of the processing, the categories of personal information and the obligations of each party.

Where the client is the controller of personal information that appears in a roster or an escalation map, the client agrees to have a lawful basis for sharing that information with the Company. The Company agrees to process the information only on the documented instructions of the client and to keep the information secure.

If a data subject sends a request to the Company in relation to information that the client controls, the Company will forward the request to the client and assist the client in answering it. The assistance is included in the fee unless the request is unusually complex, in which case the parties will agree a reasonable additional charge in advance.

14. Third Party Systems

The services depend on third party systems such as a hosting platform, an email provider and a paging service. The Company does not control those systems and cannot guarantee that they will remain available or that their terms will remain suitable for the engagement. We choose providers with care, monitor their availability and replace a provider that becomes unreliable.

Where a failure of a third party system causes a delay in the service, the Company will use reasonable efforts to continue the watch through an alternative route and will record the event in the shift log. A delay caused solely by a third party system outside our control is subject to the force majeure section below, but we will not use that section to avoid a duty to tell the client what happened.

If a client directs the Company to use a particular third party provider, the client is responsible for the terms of that provider to the extent those terms apply to the client. The Company will tell the client if a directed provider presents a security or privacy concern that the client should know about.

15. Service Standards and Warranty

The Company will perform the services with the care, skill and diligence that a reasonable professional in the field of computer systems design and control room monitoring would exercise in the same circumstances. We will follow the procedures in the binder and we will record what we did so that the record can be reviewed.

We do not warrant that a monitored system will be free from failure at all times, that an alert will always be detected before a user notices a problem, or that a recovery will always restore the service without loss of data. Monitoring reduces risk and shortens recovery, and it does not remove risk. Any statement on the website that describes a capability should be read as a description of the procedure, not as a guarantee of an outcome.

Where the service does not meet the standard in this section, the client should tell us promptly. We will investigate, correct the procedure and, where appropriate, credit a portion of the fee for the affected period. The credit is the primary remedy for a service failure and is offered before any other remedy is considered.

16. Limitation of Liability

To the extent permitted by law, neither party is liable to the other for an indirect, incidental, special or consequential loss, for loss of profit, loss of revenue or loss of business opportunity, or for a loss that was not reasonably foreseeable when the engagement began. This limitation applies regardless of the theory of liability and applies even if the party had been told that the loss was possible.

To the extent permitted by law, the total liability of the Company under or in connection with these terms is limited to the fees paid by the client to the Company in the twelve months before the event that gave rise to the claim. Where an engagement has run for less than twelve months, the limit is the total fees paid under that engagement.

Nothing in these terms limits or excludes liability for fraud, for wilful misconduct, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law. If a jurisdiction does not allow a particular limitation, the limitation applies to the maximum extent that the law permits and the rest of the section remains in force.

17. Indemnity

The client agrees to indemnify the Company against a claim, a loss or a reasonable cost that arises because the client did not have the right to authorize monitoring of a system, because the client supplied information that was inaccurate or unlawful, or because the client used the services in a way that breaches these terms or the law.

The Company agrees to indemnify the client against a claim that the website or the binder template infringes the intellectual property of a third party, provided that the client tells the Company promptly, allows the Company to control the defence and gives reasonable assistance. This indemnity does not apply where the claim arises from content that the client supplied or from a modification that the Company did not authorize.

A party that seeks an indemnity must take reasonable steps to reduce the loss and must not settle a claim in a way that admits fault on the part of the other party without that party consenting in writing.

18. Term, Suspension and Termination

These terms apply for as long as the website is used and for as long as an engagement continues. A recurring watch runs for the initial term stated in the engagement letter and then renews for successive periods of the same length unless either party gives notice at least thirty days before the end of the current period.

Either party may end an engagement immediately by written notice if the other party commits a material breach that is not corrected within fifteen days of a written request, or if the other party becomes insolvent or ceases to carry on business. The Company may also suspend the service by written notice where a client has not paid an overdue invoice and where the suspension would not leave an active watch unattended without warning.

• On termination, the client pays for the work performed up to the date of termination and for any non cancelable cost that the Company has already committed in accordance with the engagement letter.
• The Company ends its access to the client systems within a reasonable period and confirms the end of access in writing.
• Each party returns or destroys the confidential information of the other party, except where a copy must be kept by law.
• The sections on confidentiality, intellectual property, liability, indemnity, governing law and any other section that by its nature should survive continue after termination.

We do not hold a client system hostage to a dispute. Even where a fee is outstanding, we will complete a safe handover to the incoming provider so that the client is not left without a watch.

19. Exit and Handover

An exit is handled with the same discipline as a shift handover. The Company prepares a handover pack that contains the runbook pages, the signed roster, the escalation map and the shift logs for the final period. The pack is delivered to the client in a usable format and is explained in a closing meeting.

Where the client has appointed an incoming provider, the Company will make a reasonable amount of time available to brief that provider. The briefing covers the watch bay checks, the known fragile systems and the open alerts. The time is included in the fee for the first two hours and is charged at the standard rate after that unless the engagement letter says otherwise.

The Company keeps a record of the exit so that a question about the final period can be answered accurately. The record is kept for the period described in the Privacy Policy and is then deleted in the ordinary course.

20. Force Majeure

Neither party is liable for a delay or a failure to perform that is caused by an event outside its reasonable control. Such an event includes a natural disaster, a widespread power failure, an act of a public authority, a labour dispute that is not confined to the party, a network outage that affects a region and a failure of a third party system that could not reasonably have been avoided.

A party that is affected by such an event will tell the other party promptly, will take reasonable steps to reduce the effect and will resume performance as soon as it can. If the event continues for more than thirty days, either party may end the affected engagement by written notice without a termination charge.

The Company will use the procedures in the binder to continue a watch through an alternative route where that is possible. An event that is outside our control does not excuse a failure to communicate, and we will keep the client informed throughout.

21. Governing Law and Disputes

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply in Ontario, without regard to a conflict of laws rule. The courts of Ontario have exclusive jurisdiction over a dispute that is not resolved by discussion, and each party submits to that jurisdiction.

Before a claim is filed, the parties will try in good faith to resolve the dispute by discussion between a senior representative of each party. Either party may give written notice of a dispute, and the parties will meet within fifteen days of that notice. Where a meeting does not resolve the dispute, the parties may agree to mediation before a single mediator.

Nothing in this section prevents a party from seeking an urgent interim remedy from a court where the circumstances require it, such as an order to protect confidential information or to stop an unlawful use of a system.

22. Changes to These Terms

The Company may update these terms from time to time to reflect a change in the law, a change in a service or a change in a working practice. When we make a material change, we update the effective date at the top of the page and give notice to an active client by email at least thirty days before the change takes effect.

A client who does not accept a material change may end the engagement before the change takes effect without a termination charge. Continued use of the services after the change takes effect is treated as acceptance of the updated terms.

A change does not apply retroactively to work that was performed under an earlier version of the terms, and a change does not reduce a right that has already accrued to a client.

23. Contact

For a question about these terms, a notice under these terms or a request to discuss an engagement, contact the Company at the details below. A notice is treated as given when it is sent by email to the address below or delivered in writing to the registered address.

Csw Technologies Inc.
1 Queen St N, Tilbury - N0P 2L0, Canada (CA)
Email: alert@cswtech.lat
Phone: +19285925347

These terms, together with the Privacy Policy and any signed engagement letter, form the entire agreement between the parties on the subject of the services and replace any earlier discussion or representation on that subject.