Terms of Service

1. Acceptance of Terms

By accessing our website at https://www.msrinfo.autos, engaging our professional services, or otherwise interacting with MSR INFOSEC, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

These Terms constitute a legally binding agreement between you and Msr Infosec Inc., a company incorporated in Canada with its principal place of business at 1608-7 Crescent Place, Toronto, ON M4C 5L7, Canada.

2. Services Description

MSR INFOSEC provides professional services in the following areas:

• Computer systems design and integrated systems architecture
• Cybersecurity consulting, assessment, and implementation
• Technical consulting and strategic advisory services
• Security audits, penetration testing, and vulnerability assessments
• System implementation, migration, and support services
• Research and development in security technologies
• Training and professional development programs

Specific services will be defined in individual service agreements, statements of work, or engagement letters executed between MSR INFOSEC and the client.

3. Eligibility

Our services are intended for businesses, organizations, and individuals who are:

• At least 18 years of age
• Legally capable of entering into binding contracts
• Authorized to represent their organization (if applicable)
• Not prohibited from receiving services under applicable laws

By using our services, you represent and warrant that you meet these eligibility requirements.

4. User Obligations

When using our services, you agree to:

• Provide accurate, current, and complete information
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized access or security breaches
• Comply with all applicable laws, regulations, and industry standards
• Use our services only for lawful purposes
• Not interfere with or disrupt our services or systems
• Not attempt to gain unauthorized access to our systems or networks
• Not use our services to transmit malware, viruses, or harmful code
• Cooperate with our security assessments and recommendations

5. Service Agreements and Engagement

5.1 Engagement Process

Professional services are provided pursuant to written agreements that may include:

• Master Services Agreements (MSA)
• Statements of Work (SOW)
• Engagement Letters
• Project Proposals

5.2 Scope of Work

Each engagement will clearly define:

• Services to be provided
• Deliverables and timelines
• Fees and payment terms
• Responsibilities of both parties
• Acceptance criteria

5.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing through a change order or amendment signed by both parties.

6. Fees and Payment

6.1 Pricing

Fees for our services will be specified in the applicable service agreement. Pricing may be based on:

• Fixed project fees
• Time and materials (hourly or daily rates)
• Retainer arrangements
• Subscription or recurring fees

6.2 Payment Terms

• Invoices are typically due within 30 days of the invoice date unless otherwise specified
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• We reserve the right to suspend services for overdue accounts
• All fees are exclusive of applicable taxes, which will be added to invoices

6.3 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable expenses incurred in connection with service delivery, including travel, accommodation, and third-party costs.

7. Intellectual Property Rights

7.1 MSR INFOSEC Property

All intellectual property rights in our methodologies, tools, frameworks, templates, and pre-existing materials remain the exclusive property of MSR INFOSEC. This includes:

• Proprietary software and tools
• Assessment frameworks and methodologies
• Training materials and documentation
• Website content and branding

7.2 Client Property

All intellectual property rights in client data, systems, and pre-existing materials remain the property of the client.

7.3 Work Product

Ownership of deliverables and work product created specifically for a client engagement will be addressed in the applicable service agreement. Typically:

• Custom deliverables created for the client may be transferred to the client upon full payment
• MSR INFOSEC retains rights to general knowledge, methodologies, and reusable components
• MSR INFOSEC may use anonymized project data for research and development

7.4 License Grant

Upon full payment, clients receive a non-exclusive, non-transferable license to use deliverables for their internal business purposes, subject to any restrictions in the service agreement.

8. Confidentiality

8.1 Confidential Information

Both parties agree to maintain the confidentiality of information disclosed during the engagement, including:

• Technical and business information
• Security vulnerabilities and assessment results
• System configurations and architectures
• Proprietary methodologies and tools
• Financial and strategic information

8.2 Obligations

Confidential information must be:

• Protected using reasonable security measures
• Used only for the purposes of the engagement
• Not disclosed to third parties without written consent
• Returned or destroyed upon request or engagement completion

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed pursuant to legal requirements

9. Data Protection and Security

MSR INFOSEC is committed to protecting client data in accordance with our Privacy Policy and applicable data protection laws. We implement:

• Industry-standard security controls and encryption
• Access controls and authentication mechanisms
• Regular security assessments and monitoring
• Incident response and breach notification procedures
• Employee training on data protection

Clients are responsible for:

• Ensuring they have authority to share data with MSR INFOSEC
• Complying with applicable data protection regulations
• Implementing security controls on their systems
• Notifying MSR INFOSEC of any data protection requirements

10. Warranties and Disclaimers

10.1 Our Warranties

MSR INFOSEC warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary expertise and qualifications to provide the services
• We will comply with applicable laws and regulations
• Deliverables will materially conform to specifications in the service agreement

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Guarantees that security measures will prevent all threats or breaches
• Warranties that systems will be error-free or uninterrupted
• Guarantees of specific results or outcomes

Security assessments and recommendations are based on information available at the time and evolving threat landscapes may introduce new risks.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MSR INFOSEC'S TOTAL LIABILITY ARISING FROM OR RELATED TO ANY SERVICE AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

11.2 Exclusion of Damages

IN NO EVENT SHALL MSR INFOSEC BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services or procurement
• Business interruption or system downtime

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if MSR INFOSEC has been advised of the possibility of such damages.

11.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct by MSR INFOSEC
• Breaches of confidentiality obligations
• Intellectual property infringement claims
• Liabilities that cannot be limited under applicable law

12. Indemnification

Client agrees to indemnify, defend, and hold harmless MSR INFOSEC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms or any service agreement
• Client's violation of applicable laws or regulations
• Client's negligence or willful misconduct
• Unauthorized use of deliverables or services
• Claims by third parties related to client's systems or data

13. Term and Termination

13.1 Term

These Terms remain in effect for as long as you access or use our services. Individual service agreements will specify their own term and renewal provisions.

13.2 Termination for Convenience

Either party may terminate a service agreement for convenience with written notice as specified in the agreement, typically 30 days.

13.3 Termination for Cause

Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice.

13.4 Effect of Termination

Upon termination:

• Client must pay for all services rendered through the termination date
• MSR INFOSEC will deliver completed work product
• Both parties must return or destroy confidential information
• Provisions regarding confidentiality, intellectual property, and liability survive termination

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including:

• Natural disasters, pandemics, or acts of God
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or strikes
• Telecommunications or internet failures
• Cyber attacks affecting critical infrastructure

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms 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 conflict of law principles.

15.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Ontario, Canada for resolution of any disputes.

15.3 Dispute Resolution

Before initiating litigation, the parties agree to attempt to resolve disputes through:

• Good faith negotiations between senior executives
• Mediation by a mutually agreed mediator

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

16.2 Amendments

We may update these Terms from time to time. Material changes will be communicated via email or website notice. Continued use of services after changes constitutes acceptance.

16.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

16.5 Assignment

You may not assign these Terms or any service agreement without our prior written consent. We may assign our rights and obligations with notice to you.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

16.7 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

16.8 Notices

All notices must be in writing and sent to:

17. Contact Information

For questions about these Terms or our services, please contact us: