# Terms and Conditions of Service > Master Agreement · All Services. Published by Sheernox Technology Group. Quote the version and revision date when citing this document. - Version: `v7.0-TOS` - Last revised: 2026-10-14 - HTML: https://legal.sheernox.com/terms-and-conditions.html - PDF: https://legal.sheernox.com/terms-and-conditions.pdf - Plain text: https://legal.sheernox.com/terms-and-conditions.txt --- ## 0.0 Preamble & Party Definitions > **In Plain English:** This Master Service Agreement is entered into between you (the Client) and Sheernox Technology Group of Kamloops, British Columbia. By subscribing to, purchasing, or using any Sheernox services, you agree to be legally bound by this Agreement and our incorporated operational policies under British Columbia and Canadian law. The use of services provided by **Sheernox Technology Group**, a sole proprietorship registered in the Province of British Columbia, Canada (Business Number: `732754924`), with its registered business address at 1-1885 Grasslands Blvd, Kamloops, BC, V2B 0B8, Canada, including any affiliated networks, operating divisions, and trade names (hereafter referred to as *"Sheernox Technology Group"*, *"Sheernox"*, *"We"*, *"Us"*, or *"Our"*), is subject to the following Master Terms and Conditions. **0.1** **Sheernox Technology Group:** is the publisher, owner, and operator of `sheernox.com` and associated client management portals (the "Site") through which Sheernox makes available web hosting, cloud computing infrastructure, managed networks, and total technology solutions (the "Services"). For purposes of this Agreement, references to "Site" or "Services" include all hardware, virtual machines, cloud hypervisors, software licenses, network infrastructure, and physical facilities necessary to deliver said capabilities. **0.2** **You, the Client:** As Our Client and the subscriber, purchaser, or user of the Site or Services, this Agreement refers to You through any second-person pronouns, such as *"Your"* or *"Yours"*. > **Electronic Acceptance Notice (British Columbia Electronic Transactions Act)** > > PLEASE READ THE FOLLOWING HOSTING AND TECHNOLOGY SERVICES TERMS AND CONDITIONS CAREFULLY. BY SUBSCRIBING TO, PURCHASING, ACCESSING, OR USING SHEERNOX TECHNOLOGY GROUP’S SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT CONSTITUTES A BINDING LEGAL SIGNATURE EXECUTED PURSUANT TO THE BRITISH COLUMBIA *ELECTRONIC TRANSACTIONS ACT*, SBC 2001, c. 10 AND APPLICABLE CANADIAN FEDERAL AND PROVINCIAL LAWS. IF YOU DO NOT AGREE WITH ALL TERMS, YOU MUST NOT PROCEED WITH ACCOUNT REGISTRATION OR USE OF SERVICES. **Incorporations by Reference:** This Master Agreement represents the foundational contract between the parties. Additional guidelines and rules published on Our Site are specifically incorporated herein by reference and form an integral part of this Agreement: - (a) **Acceptable Use Policy (AUP):** [acceptable-use-policy.html](https://legal.sheernox.com/acceptable-use-policy.html) - (b) **Service Level Agreement & Incident Policy (SLA):** [service-level-agreement.html](https://legal.sheernox.com/service-level-agreement.html) (Governing uptime commitments, service credits, incident response, and maintenance windows) - (c) **Web Design & Development Terms and Conditions:** [web-design-terms.html](https://legal.sheernox.com/web-design-terms.html) (Governing bespoke design, UX architecture, and custom web engineering projects) - (d) **Website Care Plan & Maintenance Terms:** [website-care-plan-terms.html](https://legal.sheernox.com/website-care-plan-terms.html) (Governing recurring website maintenance retainers) - (e) **Data Protection & Privacy Policy:** [privacy-policy.html](https://legal.sheernox.com/privacy-policy.html) (Governing personal information handling under PIPEDA and BC PIPA) - (f) **Copyright & Notice-and-Notice Policy:** [copyright-policy.html](https://legal.sheernox.com/copyright-policy.html) (Governing copyright notices under the Canadian *Copyright Act*) - (g) **Promotional Terms and Conditions:** [promotions.html](https://legal.sheernox.com/promotions.html) (Governing discounts, introductory pricing, and complimentary domain offers) ## 1.0 Services & Complete Solutions Scope > **In Plain English:** Sheernox provides a comprehensive, end-to-end spectrum of technology solutions, from web hosting, VPS, dedicated servers, and domain names to email hosting, CDN, backups, managed servers, and physical on-site systems engineering. All service orders are subject to identity verification and formal acceptance by Sheernox. **1.1** **Complete Solution Spectrum:** At the time of initial registration or execution of a Statement of Work, Client selects from the list of available Services. Sheernox Technology Group provides total end-to-end solutions across eleven core capability areas: - Shared, Reseller, Cloud, VPS & Dedicated Server Hosting - Domain Names & Domain Resellers - Email Hosting & SPAM Protection - Branding and Website Design - Website Care and Maintenance - Server Monitoring and Management - DNS & Content Delivery Networks (CDN) - Storage and Automated Backup Solutions - Managed AI Services - IT Consulting & Managed Cloud Services (including Google Workspace) - Custom System Builds, Network Planning, Architecture Design & On-Site Install/Repair **1.2** **Formal Acceptance:** All subscriptions and orders are subject to formal acceptance by Sheernox. Your subscription will be deemed accepted when Sheernox delivers automated or electronic confirmation credentials to You. Sheernox reserves the right to refuse, decline, or cancel any subscription order for any lawful reason, including inability to verify identity or detection of fraudulent payment credentials. **1.3** **Multi-Domain Operational Discretion:** When first-person pronouns (Us, We, Our) or "Site" are referenced, they encompass all websites, digital properties, hypervisors, and customer portals operated by Sheernox Technology Group, unless specifically exempted. ## 2.0 Revisions to User Agreement > **In Plain English:** We may update this Agreement periodically. When changes are made, we update the revision date and notify clients. If you object to an updated term, you must notify us in writing within 30 days to terminate your account, otherwise continued use constitutes agreement. **2.1** **Right of Revision:** From time to time, Sheernox may revise, amend, or supplement this Agreement and incorporated policies. We reserve the right to do so, and Client agrees to be bound by all revisions, amendments, and modifications. **2.2** **Revision Notice & Timestamp:** When changes are made, Sheernox will update the "Last Revised" date at the head of the document. Sheernox may also post notices on the Client Portal (`my.sheernox.com`) or send electronic notifications to Client's registered primary email address. **2.3** **Termination Due to Revisions:** Should Client object to any revision, Client must provide written notice of termination via the support ticket system within thirty (30) days of the revision posting. Failure to provide timely notice constitutes full constructive acceptance of the revised terms. **2.4** **Periodic Review Waiver:** Client waives any right to challenge amendments based on failure to periodically review this Agreement or maintain an accurate contact email. ## 3.0 Duration of Agreement & Cancellation Policy > **In Plain English:** Service plans renew automatically at the end of each billing cycle. If you do not wish to renew, you must submit a cancellation request through the client portal at least 14 days before your renewal date. You are solely responsible for downloading and backing up all your files before submitting a cancellation. **3.1** **Term & Auto-Renewal:** The Initial Term commences upon confirmation of Your order. Upon expiration of the Initial Term, this Agreement automatically renews for successive renewal periods matching the selected billing frequency (monthly, quarterly, semi-annually, annually, or multi-year) at prevailing standard rates. **3.2** **Fourteen (14) Days Non-Renewal Notice:** Client must provide at least fourteen (14) days advance written notice prior to the end of the current billing cycle if Client elects not to renew recurring hosting or management services. **3.3** **Termination by Sheernox:** Sheernox may terminate this Agreement and the customer’s account at any time, for any reason, by providing written electronic notice. Where termination is for convenience by Sheernox, Client shall receive a pro-rata refund for the unexpired portion of prepaid hosting fees. **3.4** **Immediate Termination for Cause:** In the event Sheernox terminates this Agreement due to Client’s breach of this Agreement, the AUP, or unlawful activity, no refund of any kind shall be issued. **3.5** **Cancellation Procedure via Client Portal:** Cancellations must be submitted directly through the authenticated Sheernox Client Portal support ticketing system at `my.sheernox.com`. We require verification of primary account ownership to prevent fraudulent destruction of services. **3.6** **Post-Termination Cessation:** Termination of this Agreement immediately terminates all access to the Services, hypervisors, mailboxes, and control panels. **3.7** **Sole Responsibility for Data Backups:** If either party cancels or terminates this Agreement for any reason, Client is solely responsible for creating independent backups of all data, web content, databases, and emails prior to cancellation. Sheernox has no obligation to maintain, forward, or preserve customer data following termination. ## 4.0 Account Set Up & Verification **4.1** **User Credentials:** Upon registration, Sheernox provides a username and access credentials. Client must maintain the strict confidentiality of all administrative credentials, API secrets, and server root/SSH keys. **4.2** **External Primary Email Requirement:** Client must provide a valid primary email address that is *not* hosted on the domain being provisioned by Sheernox. This external email is critical for password resets, billing alerts, server notifications, and emergency incident communication. **4.3** **Truthful Contact Information:** Providing false, fraudulent, or incomplete contact details, fake company names, or disposable numbers constitutes a material breach resulting in immediate account termination. **4.4** **Full Account Liability:** Client is legally responsible for all actions and bandwidth transpiring under Client’s authenticated account credentials, whether authorized by Client or resulting from compromised client-side devices. ## 5.0 Intellectual Property Rights & URL / Trademark Policy > **In Plain English:** You retain ownership of your content. You cannot register or use domains or URLs that imitate, copy, or typo-squat on Sheernox’s trademarks. Registering infringing domains incurs a $5,000 CAD liquidated damages fee per domain, plus all associated legal, investigative, and arbitration recovery costs. **5.1** **Client IP Ownership:** As between You and Sheernox Technology Group, Sheernox acknowledges that Client retains all right, title, and interest in and to all proprietary content, software, and images uploaded to the Services. **5.2** **Limited Hosting License:** Client grants Sheernox a limited, non-exclusive, worldwide license to host, cache, copy, transmit, and display Client content solely to the extent necessary to perform the Services. **5.3** **Trademark Protection:** This Agreement does not grant Client any license or right to use Sheernox Technology Group’s trademarks, service marks, or logos without prior written authorization. **5.4** **Confusingly Similar URLs Prohibited:** Client is strictly prohibited from registering or operating any Uniform Resource Locator (URL) or Internet domain name that contains any of Sheernox’s trademarks, trade names, or brands, or that is confusingly similar to Sheernox URLs. **5.5** **Typo-Squatting:** Client may not register any domain name consisting of or containing common or likely misspellings, permutations, or typo-squatting variants of Sheernox trademarks or domains. **5.6** **Pre-Clearance Inquiry:** If Client is unclear whether a proposed URL violates this section, Client must contact Sheernox. If Sheernox does not respond within thirty (30) days, Client must consider registration of the URL to be a violation and refrain from registering. **5.7** **Immediate Transfer & $5,000 CAD Liquidated Damages:** If Client registers any URL in violation of this Agreement, Client shall immediately transfer the offending domain to Sheernox upon demand, and agrees to pay Sheernox $5,000.00 CAD in stipulated liquidated damages per infringing domain. **5.8** **Genuine Pre-Estimate of Damages:** Client acknowledges that this liquidated damages amount is not a penalty, but represents a genuine and reasonable pre-estimate of damages given the uncertainty of brand impairment and market confusion. **5.9** **Legal Fees & Recovery Costs:** If Sheernox retains legal counsel, initiates proceedings before the courts of British Columbia, or files an ICANN UDRP or CIRA CDRP complaint to recover an offending URL, Client shall reimburse Sheernox for all legal fees (on a solicitor-and-own-client basis), administrative costs, filing disbursements, and travel expenses incurred. ## 6.0 Copyright Infringement & Canadian Notice-and-Notice Regime > **In Plain English:** Sheernox complies with Canada's Copyright Act Notice-and-Notice regime. If a copyright owner claims infringement, we forward the statutory notice directly to you and maintain legally required records. Repeated infringement results in account termination. **6.1** **Compliance with Canadian Copyright Act:** Sheernox respects intellectual property rights and adheres to the Canadian *Copyright Act*, R.S.C., 1985, c. C-42, including the statutory **Notice-and-Notice Regime** (sections 31.1, 41.25, and 41.26). **6.2** **Statutory Notice Requirements:** A notice of claimed copyright infringement submitted to Sheernox must be in writing and, as required by section 41.25(2) of the *Copyright Act*, state: (a) the claimant’s name and address; (b) the work or other subject-matter to which the claimed infringement relates; (c) the claimant’s interest or right with respect to the copyright in the work; (d) the location data (such as the URL or IP address) to which the claimed infringement relates; (e) the infringement that is claimed; and (f) the date and time of the commission of the claimed infringement. Further procedures are set out in the [Copyright & Notice-and-Notice Policy](https://legal.sheernox.com/copyright-policy.html). Notices must be directed to: Copyright & Compliance Office Sheernox Technology Group Email: abuse@sheernox.com (Attn: Copyright & Abuse Compliance Officer) **6.3** **Forwarding & Record Retention:** Upon receipt of a conforming statutory notice, Sheernox will forward the notice electronically to the customer associated with the IP address or hosted account, and will retain records determining the identity of the customer for a minimum of six (6) months (or one (1) year where court proceedings are instituted). **6.4** **Repeat Infringer Policy:** Sheernox maintains a policy providing for the immediate termination of accounts and hosting services of subscribers who are identified as repeat copyright infringers. ## 7.0 Content and Acceptable Use Policy > **In Plain English:** All hosted content must comply with our Acceptable Use Policy and Canadian law. Child sexual abuse material is strictly zero-tolerance and immediately reported to Cybertip.ca and the RCMP. If you operate user-generated content or reseller platforms, you are responsible for monitoring and taking down abusive downstream content. **7.1** **Compliance with AUP:** Client agrees to comply in full with Sheernox’s [Acceptable Use Policy](https://legal.sheernox.com/acceptable-use-policy.html). Any violation of the AUP constitutes a material breach of this Agreement. **7.2** **No Affirmative Monitoring Duty:** Sheernox does not actively pre-screen or monitor content hosted on servers. Sheernox disclaims any liability for third-party or client-generated content. **7.3** **Child Sexual Abuse Material (Zero Tolerance):** Sheernox maintains absolute zero tolerance for child sexual abuse material (CSAM) or any form of child exploitation under the *Criminal Code of Canada*, R.S.C., 1985, c. C-46. Sheernox will immediately terminate offending services and report full account data, access logs, and content to **Cybertip.ca** (the Canadian Centre for Child Protection) and the **Royal Canadian Mounted Police (RCMP)**. **7.4** **Reseller & Service Provider Downstream Duties:** If Client operates a reseller, platform, or user-generated content service, Client is solely responsible for ensuring all downstream sub-users and hosted sites adhere strictly to this Agreement. Client must maintain an active abuse handling workflow and take prompt corrective action upon notification. ## 8.0 Zero Tolerance Anti-Spam Policy (CASL Compliance) > **In Plain English:** We enforce strict compliance with Canada's Anti-Spam Legislation (CASL). You cannot send unsolicited commercial emails. Causing Sheernox IP ranges to be blacklisted results in immediate account suspension and a $250.00 CAD remediation fee per listing. **8.1** **Mandatory CASL Adherence:** Client agrees to comply fully with *Canada's Anti-Spam Legislation* (CASL), S.C. 2010, c. 23. Sending unsolicited commercial electronic messages (CEMs), purchasing email lists, or harvesting addresses without verifiable express or implied consent is strictly prohibited. **8.2** **Blacklist Delisting Fee:** If Client’s mailing activities result in any Sheernox IP address being listed on anti-spam blocklists (Spamhaus, Barracuda, SORBS, etc.), Client will be assessed a mandatory clean-up and delisting fee of $250.00 CAD per incident. ## 9.0 Payment, Taxes & Invoicing Terms **9.1** **Advance Invoicing:** Payment for recurring hosting and services is due in advance of the service interval covered. Invoices are dispatched electronically fourteen (14) days prior to the due date. **9.2** **Canadian & Provincial Taxes:** Client agrees to pay all applicable federal Goods and Services Tax (GST), British Columbia Provincial Sales Tax (PST), Harmonized Sales Tax (HST), and any provincial or local retail taxes applicable to the Services. **9.3** **Solicitor-and-Own-Client Collection Costs:** Client agrees to pay all legal fees, collection agency commissions, court disbursements, and administrative costs incurred by Sheernox in collecting any past-due amounts on a solicitor-and-own-client basis. **9.4** **Suspension, Grace Period & Abandonment:** Services with an unpaid invoice are subject to automated suspension immediately upon the due date. Sheernox may, at its sole discretion, extend a grace period of up to seven (7) days to a Client who contacts support before or on the due date; absent payment or contact, automated suspension applies. Accounts remaining delinquent past thirty (30) days are deemed abandoned; services will be permanently terminated and data purged. **9.5** **Non-Refundable Items:** Domain name registrations, SSL certificates, third-party software licenses, and architectural engineering labor are non-refundable under all circumstances, including within a refund window described in Section 9.6. **9.6** **Refund Eligibility Windows:** Refund requests must be submitted through the client portal within the window below, measured from the commencement of the service's Initial Term under Section 3.1: - (a) **Shared, Reseller, WordPress, Business, and Email Hosting:** thirty (30) calendar days. - (b) **Cloud VPS Servers:** seven (7) calendar days. - (c) **Dedicated Bare-Metal Servers:** non-refundable, including any setup or installation fees. - (d) **All Other Products and Services:** non-refundable unless the agreement governing that product or service expressly states otherwise. **9.7** **Refund Amount & Method:** Approved refunds are limited to the net amount actually paid for the eligible service, exclude the non-refundable items in Section 9.5, and are returned to the original payment method. Renewal payments are not eligible for a refund under Section 9.6. **9.8** **Billing Currency:** Sheernox publishes fixed prices in Canadian Dollars (CAD), United States Dollars (USD), and Euros (EUR). Client's account is billed in the currency selected at Client's first order, and renewals, upgrades, and add-ons on that account are invoiced in the same currency at the fixed price published for it. Fees and amounts stated in this Agreement and the incorporated policies are expressed in CAD; where Client's account is billed in another currency, such a fee is charged at the price Sheernox publishes for that currency or, where none is published, at the equivalent amount at the exchange rate used by Sheernox's billing system on the invoice date. Applicable taxes under Section 9.2 are added in the invoice currency. ## 10.0 Backups & Assumption of Data Loss Risk > **In Plain English:** You use Sheernox infrastructure at your own risk. While we provide automated backup solutions, routine system snapshots are taken solely for disaster recovery and are not guaranteed. You must maintain your own independent off-site copies of all critical data. **10.1** **Customer Assumption of Risk:** Use of the Services is at Client’s sole risk. Sheernox is not responsible for files, databases, or content residing on your accounts. Client must maintain independent off-site backups. **10.2** **Courtesy Snapshots Disclaimer:** Any routine hypervisor snapshots created by Sheernox are strictly for internal disaster recovery and carry no warranty of completeness, availability, or restorable condition. ## 11.0 Resource Usage, Security & Fair Use Policy **11.1** **Shared Server Fair Use:** Sheernox imposes hard limits on shared hosting accounts to prevent neighbor degradation. Every Shared, WordPress, Reseller, and Business Hosting account runs within the CPU, memory, and process allocation of its plan, enforced as container limits; Business Hosting vCPU and RAM allocations are reserved for that account. Sustained use at or above the plan's allocation is handled under Section 4.3 and Section 5.9 of the [Acceptable Use Policy](https://legal.sheernox.com/acceptable-use-policy.html). **11.2** **Reverse Engineering Prohibition:** Client may not reverse-engineer, decompile, or disassemble any proprietary Host Materials, software, or network management daemons. **11.3** **Unlimited & Unmetered Features Subject to Fair Use:** Where a plan advertises a feature as "unlimited" or "unmetered" (including bandwidth, disk storage, email mailboxes, databases, domains, subdomains, and FTP accounts), Sheernox does not impose a fixed numerical quota or overage fee for that feature, but it is not infinite and remains subject to fair use, the per-account resource limits in Section 11.1, and Section 5.0 of the [Acceptable Use Policy](https://legal.sheernox.com/acceptable-use-policy.html), which defines fair use and the notice and remedies that apply when it is exceeded. Such capacity is intended strictly for live website files, email, and normal operational data, not for personal file storage, archival dumps, media distribution repositories, or torrent networks. ## 12.0 Service Level Agreement (SLA) & Uptime Guarantee > **In Plain English:** We commit to a 99.9% monthly uptime guarantee. The full details (what is covered, how uptime is measured, the credit tiers, maintenance notice, and exclusions) live in our separate Service Level Agreement, which controls on all uptime matters. **12.1** **99.9% Uptime Commitment:** Sheernox warrants a 99.9% Monthly Uptime Percentage for the covered infrastructure defined in the [Service Level Agreement & Incident Policy](https://legal.sheernox.com/service-level-agreement.html) (the "SLA"), measured as set out in SLA Section 1.0. **12.2** **Service Credit Schedule:** Service credit tiers, the claims procedure, and the maximum monthly credit are set out exclusively in SLA Sections 3.0, 4.0, and 7.0. Service credits are Client's sole and exclusive remedy for any failure to meet the uptime commitment. **12.3** **Maintenance, Exclusions & Precedence:** Scheduled maintenance (announced at least seventy-two (72) hours in advance), emergency maintenance, and all SLA exclusions are governed by SLA Sections 5.0 and 6.0. In the event of any conflict between this Section 12.0 and the SLA, the SLA governs. ## 13.0 Price Change Policy **13.1** **Advance Written Notice of Price Adjustments:** Sheernox reserves the right to modify service fees upon thirty (30) days written notice prior to the end of the current billing period. Prepaid term agreements remain price-locked for their paid duration. ## 14.0 Indemnification **14.1** **Comprehensive Client Indemnification:** Client agrees to defend, indemnify, and hold harmless Sheernox Technology Group, its sole proprietor, employees, and contractors from any claims, liabilities, losses, damages, fines, and legal expenses (including full legal costs on a solicitor-and-own-client basis) arising from: (a) Client’s breach of this Agreement, the AUP, or applicable laws; (b) any content, website, or software hosted or distributed by Client; or (c) any violation of third-party intellectual property or privacy rights. ## 15.0 Disclaimer of Warranties **15.1** **Statutory Disclaimer:** TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF BRITISH COLUMBIA AND APPLICABLE CANADIAN LAW, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHEERNOX TECHNOLOGY GROUP DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED ERROR-FREE PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL STATUTORY WARRANTIES AND CONDITIONS UNDER THE BRITISH COLUMBIA *SALE OF GOODS ACT*, RSBC 1996, c. 410 AND SIMILAR PROVINCIAL ENACTMENTS ARE HEREBY EXPRESSLY EXCLUDED. ## 16.0 Limitation of Liability **16.1** **Aggregate Cap & Exclusions:** TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHEERNOX TECHNOLOGY GROUP BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE). SHEERNOX’S TOTAL AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SHEERNOX FOR THE PARTICULAR SERVICE AT ISSUE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. **16.2** **Service-Specific Remedies:** Within the aggregate cap in Section 16.1, claims arising from an engagement under a Statement of Work are subject to the liability cap in Section 13.5 of the [Web Design & Development Terms and Conditions](https://legal.sheernox.com/web-design-terms.html), and claims arising from a failure to meet the uptime commitment are limited to the service credits set out in the [SLA](https://legal.sheernox.com/service-level-agreement.html). ## 17.0 General Legal Provisions & British Columbia Law **17.1** **Governing Law & Exclusive Jurisdiction:** This Agreement, and all matters arising out of or relating to it, shall be governed by and construed in accordance with the laws of the **Province of British Columbia** and the federal laws of **Canada** applicable therein. The parties submit to the exclusive personal jurisdiction and venue of the courts of British Columbia sitting in the **City of Kamloops, British Columbia, Canada**. **17.2** **Optional Arbitration & Small Claims:** Notwithstanding Section 17.1, the parties may, by mutual written agreement, refer a dispute arising out of or in connection with this Agreement to final and binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable rules, or under the British Columbia *Arbitration Act*, SBC 2020, c. 2, seated in Kamloops or Vancouver, British Columbia, Canada, before a single arbitrator. Absent such agreement, Section 17.1 applies. Nothing in this Agreement prevents either party from pursuing a debt or claim within the monetary jurisdiction of the Small Claims Court of British Columbia. **17.3** **Severability & No Waiver:** If any provision is declared invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force. Failure to enforce any provision does not constitute a waiver. **17.4** **Non-Solicitation:** Client agrees not to solicit, recruit, or hire any Sheernox engineer, system architect, or personnel during the term of Services and for twelve (12) months following termination. **17.5** **Force Majeure:** Neither party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, extreme winter utility outages, fiber cable severance, war, or governmental actions. **17.6** **Canadian Export Controls:** Client agrees to comply with all Canadian export and import laws, including the *Export and Import Permits Act*, R.S.C., 1985, c. E-19. **17.7** **Electronic Communications:** Client consents to receive all notices and communications electronically via the Client Portal or registered email pursuant to the BC *Electronic Transactions Act*. **17.8** **Lawful Process & Upstream Cloud Disclosures:** Sheernox strictly honors customer confidentiality under Canadian law. Sheernox will not voluntarily surrender customer data, virtual disks, or communications to foreign law enforcement or intelligence agencies absent a valid, binding order, search warrant, or subpoena issued by a court of competent jurisdiction in British Columbia or Canada, or a domesticated order issued pursuant to the Canadian *Mutual Legal Assistance in Criminal Matters Act*, R.S.C. 1985, c. 30 (4th Supp.). However, Customer expressly acknowledges that certain upstream infrastructure hypervisors, transit carriers, and facility providers (e.g., OVHcloud, Microsoft, AWS, Vultr) are subject to foreign personal jurisdiction, including the United States *CLOUD Act* (18 U.S.C. § 2713). Sheernox bears no liability or responsibility for disclosures or actions compelled directly against such upstream providers by lawful foreign judicial process over which Sheernox possesses no notice, standing, or technical control. ## 18.0 Custom Systems, Network Planning & On-Site Engineering > **In Plain English:** When Sheernox performs on-site installations, custom server architecture builds, network planning, or physical repairs, work is governed by an approved Statement of Work (SOW). The client must provide safe physical access and adequate electrical power at their facility. **18.1** **Scope & Statements of Work:** Custom hardware fabrication, rack cabling, physical server deployment, and system architecture planning are detailed in formal SOW agreements. **18.2** **Safe On-Site Access:** Client agrees to provide Sheernox technical personnel with safe, unrestricted physical and electrical access to designated data center racks, server closets, and facility premises during scheduled work windows. **18.3** **Hardware Warranties:** Physical hardware components supplied by Sheernox carry manufacturer warranties. Sheernox facilitates manufacturer warranty claims and RMA processing according to active service plans. ## 19.0 Hourly IT Services > **In Plain English:** IT consulting, UniFi networking, and PC repair and build services are billed by the hour at the rate published for each service, in 30-minute increments, with no contract or retainer. Travel outside Kamloops is billed per kilometre, and after-hours visits cost more. Larger projects are quoted under a Statement of Work. **19.1** **Hourly Rates:** Hourly services, including IT Consulting, Ubiquiti UniFi Networking, and PC Repair & Custom Builds, are billed at the hourly rate Sheernox publishes for that service on the Site at the time the work is performed, unless a written quote or Statement of Work sets a different rate. **19.2** **Billing Increments & Invoices:** Time is billed in thirty (30) minute increments, rounded up, and each invoice lists the time spent and the work performed. Hourly services require no minimum term, contract, or retainer. **19.3** **Travel & After-Hours Work:** On-site visits within the City of Kamloops carry no travel charge. Travel beyond Kamloops is billed per kilometre at the rate published on the Site. On-site visits outside Standard Business Hours (Monday to Friday, 08:00 to 17:00 Pacific Time, excluding British Columbia statutory holidays) are billed at a higher after-hours rate. **19.4** **Parts, Projects & Client Equipment:** Hardware, parts, licences, and materials are billed separately from labour, and Section 18.3 applies to hardware Sheernox supplies. Fixed-price projects and work Sheernox quotes in advance are governed by Section 18.0. Client is responsible for backing up data on any device before Sheernox works on it; Section 10.0 applies. ## 20.0 Third-Party & Resold Services > **In Plain English:** Some services we set up and manage run on another company's platform, such as Google Workspace, Cloudflare, Bunny.net, or AI tools. That company's own terms apply to the platform, and we are not responsible for its outages or changes. We remain your first point of contact. **20.1** **Vendor Terms Apply:** Where Sheernox resells, sets up, or manages a service operated by a third party (including Google Workspace, content delivery and DNS platforms, and artificial intelligence tools), Client's use of that service is also subject to the vendor's own terms of service, acceptable use, and privacy terms, which Client accepts when the service is provisioned. **20.2** **Google Workspace:** Google Workspace is provided by Google under its own terms. Sheernox sells it as a managed service quoted per user and billed monthly on Client's Sheernox invoice; no annual term, first-term discount, or promotion applies unless stated in writing. Sheernox provides setup, user and licence administration, and first-line support, and handles escalation to Google. Licence changes take effect on the next monthly invoice. **20.3** **Client-Owned Platform Accounts:** DNS, content delivery, edge security, backup, and AI services may be configured on accounts that Client owns with the platform vendor. Client is responsible for the vendor's fees on such accounts unless Sheernox's quote includes them, and Client retains control of those accounts when the managed service ends. **20.4** **Vendor Availability:** Sheernox is not liable for outages, data handling, pricing changes, feature changes, or discontinuation by a third-party vendor. The SLA covers Sheernox infrastructure only and does not extend to third-party platforms. Where a vendor raises its price, Sheernox may adjust the resale price under Section 13.1. ## 21.0 Domain Names > **In Plain English:** Each domain extension has one yearly price to register, renew, or transfer, and that price follows the registry's cost. Registry premium names are quoted separately. Registry rules (such as the .ca Canadian Presence Requirements) apply, and keeping a domain renewed is your responsibility. **21.1** **Registry Rules:** Every registration, renewal, and transfer is subject to the policies of ICANN, the registry operating the extension (including CIRA for .ca), and Sheernox's registrar partner. Client must meet the extension's eligibility requirements and keep registrant contact details accurate. **21.2** **Domain Pricing:** Each extension has one published yearly price for registration, renewal, and transfer. Because registry fees change, Sheernox may adjust the price of an extension under Section 13.1. **21.3** **Premium Names:** A registry may designate a name as premium and charge more than the extension's standard fee. Premium names are not sold at the published price; Sheernox quotes them on request and may decline to register them. **21.4** **Renewal, Expiry & Transfers:** Client is responsible for renewing domains before they expire; an expired domain stops resolving and may be deleted or released by the registry. Newly registered and transferred domains cannot be transferred to another registrar for sixty (60) days where registry or ICANN policy imposes that lock. Domain fees are non-refundable under Section 9.5. ## 22.0 Add-Ons & Quoted Extras > **In Plain English:** Extras attached to a service, such as additional mailboxes, Custom-Branded Webmail, or Pro Managed Care, are billed on that service's cycle and end when the service ends. **22.1** **Billing With the Parent Service:** Add-ons ordered with or attached to a service, including additional email mailboxes, Custom-Branded Webmail, and Pro Managed Care for dedicated servers, are billed on the parent service's billing cycle and in its currency. Quantity add-ons, such as additional mailboxes, may be changed from the client portal where it offers the option, or by support ticket; the change is billed from the next invoice unless the portal states otherwise. **22.2** **Cancellation & Refunds:** Cancelling the parent service cancels its add-ons. An add-on follows the refund window of its parent service under Section 9.6; setup and configuration work for quoted add-ons is non-refundable once performed.