Terms & Conditions

Effective Date: September 1, 2026

Last Updated: September 1, 2026

1. Acceptance of Terms

By accessing or using the AIR-PRO LTD website (air-proltd.com) and any related services (collectively, the “Services”), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our Services.

These Terms constitute a legally binding agreement between you (“Client,” “you,” or “your”) and AIR-PRO LTD (“Company,” “we,” “us,” or “our”), a corporation organized under the laws of Ontario, Canada, with its principal office at 250 Yonge Street, Suite 2200, Toronto, ON M5B 2L7.

2. Services Description

AIR-PRO LTD provides enterprise IT infrastructure, network architecture, cybersecurity, cloud services, and managed IT solutions. The specific scope, deliverables, timelines, and fees for any engagement shall be detailed in a separate Service Agreement, Statement of Work (SOW), or Master Services Agreement (MSA) executed between the parties.

3. Client Obligations

As a client, you agree to:

  • Provide accurate, complete, and current information when engaging our services.
  • Maintain the confidentiality of any account credentials provided to you.
  • Grant necessary access to your systems and infrastructure as specified in the Service Agreement.
  • Not use our Services for any illegal, fraudulent, or unauthorized purpose.
  • Not interfere with or disrupt the integrity or performance of our Services or network.
  • Comply with all applicable laws, including PIPEDA, CASL (Canada’s Anti-Spam Legislation), and provincial regulations.

4. Intellectual Property

  • Our IP: All content on this website—including text, graphics, logos, icons, images, software, and documentation—is the exclusive property of AIR-PRO LTD or its licensors and is protected by Canadian and international copyright and trademark laws.
  • Limited License: We grant you a limited, non-exclusive, non-transferable license to access and use our website for informational purposes.
  • Restrictions: You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from our website without prior written consent.
  • Client Deliverables: Custom configurations, network designs, and documentation created for you remain your property upon full payment.

5. Payment Terms

  • Fees: All fees are specified in the Service Agreement or SOW. Unless otherwise stated, fees are in Canadian dollars (CAD) and exclusive of applicable taxes (HST/GST/PST).
  • Invoicing: Invoices are issued according to the schedule in the Service Agreement (e.g., monthly, milestone-based).
  • Payment Due: Net 30 days from invoice date unless otherwise specified.
  • Late Payments: Overdue amounts accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law.
  • Expenses: Pre-approved out-of-pocket expenses (travel, hardware, software licenses) are billed at cost plus a 10% handling fee.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the business relationship. “Confidential Information” includes, but is not limited to: network configurations, security policies, business processes, client lists, financial data, and trade secrets.

Confidential Information does not include information that: (a) is publicly available, (b) was independently developed, (c) was rightfully received from a third party, or (d) is required to be disclosed by law.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • AIR-PRO LTD shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption.
  • Our total liability for any claim arising out of or relating to the Services shall not exceed the total fees paid by you to AIR-PRO LTD in the twelve (12) months preceding the event giving rise to the claim.
  • These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability) and even if advised of the possibility of such damages.

8. Disclaimer of Warranties

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, AIR-PRO LTD disclaims all warranties, express or implied, including but not limited to:

  • Implied warranties of merchantability and fitness for a particular purpose.
  • Warranties of uninterrupted, error-free, or secure service.
  • Warranties regarding the results or outcomes of our services.

While we employ industry best practices, we do not guarantee that our security measures will prevent all unauthorized access or data breaches.

9. Indemnification

You agree to indemnify, defend, and hold harmless AIR-PRO LTD, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any third-party rights, or (d) your violation of applicable laws.

10. Termination

  • By Client: You may terminate services with 30 days written notice, subject to any minimum commitment period specified in the Service Agreement.
  • By AIR-PRO LTD: We may terminate or suspend services immediately for material breach, non-payment, or illegal use.
  • Effect of Termination: Upon termination, you must pay all outstanding fees. We will assist with orderly transition of services and return of your data, subject to a transition fee if applicable.

11. Service Level Agreement (SLA)

Managed service engagements are governed by our standard SLA, which specifies:

  • Network Uptime: 99.99% guaranteed for critical infrastructure.
  • Response Times: Priority 1 (Critical): 15 minutes | Priority 2 (High): 1 hour | Priority 3 (Medium): 4 hours | Priority 4 (Low): 8 hours.
  • Resolution Times: Priority 1: 4 hours | Priority 2: 8 hours | Priority 3: 24 hours | Priority 4: 72 hours.
  • SLA Credits: If uptime falls below 99.99%, credits apply per the SLA schedule.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada. Any dispute arising from these Terms shall be resolved through:

  1. Negotiation: Parties shall first attempt to resolve the dispute through good-faith negotiations within 30 days.
  2. Mediation: If negotiation fails, the dispute shall be submitted to mediation in Toronto, Ontario, under the ADR Institute of Canada’s Mediation Rules.
  3. Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in Toronto, Ontario, under the Arbitration Act (Ontario).

13. Force Majeure

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, acts of war, terrorism, pandemics, government actions, internet or telecommunications failures, and cyber-attacks (excluding those caused by our own negligence).

14. Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email to active clients and posted on this page with an updated “Last Updated” date. Continued use of Services after changes constitutes acceptance of the revised Terms.

15. General Provisions

  • Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
  • Waiver: Failure to enforce any right does not constitute a waiver of future enforcement.
  • Assignment: You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger or acquisition.
  • Entire Agreement: These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements.

16. Contact Information

For questions about these Terms and Conditions, contact us at:

AIR-PRO LTD
250 Yonge Street, Suite 2200
Toronto, ON M5B 2L7
Email: [email protected]
Phone: +1 (416) 555-0147