Qilak Ontario, Canada — Business Number: 1001635924 Last updated: June 26, 2026
This Master Services Agreement ("MSA" or "Agreement") is entered into between Qilak ("Qilak," "we," "us," or "our") and the entity identified in the applicable Order ("Customer," "you," or "your"). This MSA governs Customer's purchase and use of Services from Qilak. By executing an Order, accessing the Services, or otherwise indicating acceptance, Customer agrees to be bound by this MSA, the Acceptable Use Policy ("AUP"), the Privacy Policy, and any applicable Service Schedule (collectively, the "Agreement").
This Agreement is intended for business customers only. Qilak does not offer Services to individual consumers, and Customer represents that it is acquiring Services for business purposes and not as a consumer under the Consumer Protection Act, 2002 (Ontario).
1. Definitions
- "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
- "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential.
- "Customer Data" means data, content, or materials uploaded to, processed by, or stored on the Services by or on behalf of Customer.
- "Order" means a written or electronic order, statement of work, or service order referencing this MSA.
- "Service Schedule" means a product-specific addendum (e.g., Colocation, Dedicated Server, VPS, Optical Wave) attached to or referenced by an Order.
- "Services" means the network infrastructure services provided by Qilak under an Order, including colocation, dedicated server hosting, virtual private servers, and optical wave services.
- "SLA" means the Service Level Agreement set out in Section 8.
2. Services
a. Provision. Qilak will provide the Services described in each Order in accordance with this MSA and the applicable Service Schedule.
b. Orders. Each Order forms a separate contract incorporating this MSA. In the event of conflict, the order of precedence is: (1) the Order, (2) the Service Schedule, (3) this MSA, (4) the AUP.
c. Changes to Services. Qilak may modify the Services on no less than thirty (30) days' written notice, provided that no modification will materially reduce the functionality of the Services during the then-current term.
3. Term and Renewal
a. MSA Term. This MSA begins on the Effective Date and continues until terminated in accordance with Section 12.
b. Order Term. Each Order has the term specified in it. Unless otherwise stated, Orders automatically renew for successive twelve (12) month terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
c. Price Changes on Renewal. Qilak may adjust pricing on renewal with at least sixty (60) days' prior written notice.
4. Fees, Invoicing and Taxes
a. Fees. Customer will pay the fees set out in each Order. Fees are payable in Canadian Dollars unless otherwise specified.
b. Invoicing. Invoices are issued in advance for recurring Services and on completion for one-time fees. Invoices are due net thirty (30) days from issue unless otherwise stated in the Order.
c. Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month (19.56% per annum) or the maximum rate permitted by law, compounded monthly, from the due date until paid.
d. Suspension for Non-Payment. Qilak may suspend Services if any undisputed amount remains unpaid for more than ten (10) days after the due date, following written notice and a five (5) business day cure period.
e. Taxes. Fees are exclusive of all applicable taxes. Customer is responsible for all GST, HST, PST, QST, and other applicable Canadian or foreign sales, use, value-added, or similar taxes, except for taxes based on Qilak's net income. Qilak will apply the appropriate provincial place-of-supply rules in determining which taxes apply.
f. Disputes. Customer must notify Qilak of any invoice dispute in writing within fifteen (15) days of the invoice date. Undisputed portions of the invoice remain due.
g. Chargebacks. Customer agrees to raise billing disputes through the process in this Section before initiating a chargeback with its card issuer. Qilak reserves the right to recover from Customer any third-party fees incurred as a result of a chargeback found to be without merit.
5. Customer Obligations
Customer will:
a. Use the Services in accordance with this MSA, the AUP, and applicable law;
b. Maintain accurate account and billing information;
c. Be solely responsible for: (i) all activity on its account; (ii) the security of its credentials, API keys, and authentication tokens; (iii) Customer Data and the legal right to host it; and (iv) ensuring its users comply with this Agreement;
d. Cooperate with Qilak in investigating any suspected violation of the AUP or applicable law affecting the Services; and
e. Maintain its own backups of Customer Data off the Qilak network. Qilak does not provide backup services unless expressly stated in an Order.
6. Acceptable Use
Customer will comply with the AUP, which is incorporated by reference and may be updated from time to time on at least thirty (30) days' prior notice (except where shorter notice is required to address security, legal, or abuse issues). The current AUP is available at https://qilak.com/aup.
7. Intellectual Property
a. Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Qilak a non-exclusive, worldwide, royalty-free, sublicensable (only to Qilak's hosting and infrastructure subcontractors) license to host, store, transmit, and display Customer Data solely as necessary to provide the Services.
b. Qilak IP. Qilak retains all right, title, and interest in and to the Services, the Qilak network, software, documentation, and any improvements, including all related intellectual property rights. No rights are granted to Customer other than as expressly set out in this Agreement.
c. Feedback. Customer grants Qilak a perpetual, irrevocable, royalty-free license to use any feedback or suggestions Customer provides, without restriction.
8. Service Level Agreement (SLA)
a. Uptime Commitment. Qilak commits to 99.9% monthly uptime for production Services ("Uptime Commitment"), measured per Service Schedule. This equates to no more than approximately 43 minutes 49 seconds of unscheduled downtime per month.
b. Exclusions. The Uptime Commitment excludes downtime caused by: (i) scheduled maintenance announced at least seventy-two (72) hours in advance; (ii) emergency maintenance reasonably required to protect the network; (iii) force majeure events under Section 14; (iv) Customer's acts or omissions, including misconfiguration; (v) DDoS attacks targeting Customer (mitigation efforts notwithstanding); and (vi) third-party network failures outside Qilak's reasonable control.
c. Service Credits. If Qilak fails to meet the Uptime Commitment in a given calendar month, Customer is entitled to the following service credits, calculated against the monthly recurring fee for the affected Service:
| Monthly Uptime | Service Credit | |---|---| | < 99.9% but ≥ 99.0% | 10% | | < 99.0% but ≥ 95.0% | 25% | | < 95.0% | 50% |
d. Credit Process. Customer must request credits in writing within thirty (30) days of the end of the affected month. Credits are Customer's sole and exclusive remedy for any failure to meet the Uptime Commitment and are applied to future invoices. Credits are not refundable as cash.
e. Cap. Total credits in any month will not exceed 50% of the monthly recurring fee for the affected Service.
9. Confidentiality
a. Each party will: (i) use the other party's Confidential Information only to exercise its rights or perform its obligations under this Agreement; and (ii) protect that Confidential Information using at least the same care it uses for its own confidential information, and in any event no less than reasonable care.
b. Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was known to the receiving party before disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice where lawful.
c. These obligations survive termination of this Agreement for three (3) years, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.
10. Privacy and Data Protection
a. Qilak handles personal information in accordance with the Privacy Policy and the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable Ontario privacy law.
b. Data Location. Customer Data is stored in Canadian data centres unless otherwise specified in an Order. Where Customer Data is processed outside Canada, Qilak will disclose the jurisdiction on request.
c. Sub-processors. Qilak may engage sub-processors to deliver the Services. A current list is available on request, and Qilak will give Customer reasonable notice of material changes.
d. EU Data. Where Customer processes personal data subject to the EU GDPR using the Services, the parties will execute Qilak's Data Processing Addendum, which includes standard contractual clauses.
e. Lawful Access. Qilak will resist overbroad legal requests for Customer Data and will notify Customer of any lawful access request to the extent permitted by law.
11. Warranties and Disclaimers
a. Mutual. Each party represents and warrants that it has the legal power to enter into this Agreement.
b. Qilak Warranty. Qilak warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards.
c. Disclaimer. Except as expressly stated in this Agreement, the Services are provided "AS IS" and Qilak disclaims all other warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising out of course of dealing or usage of trade. Qilak does not warrant that the Services will be uninterrupted, error-free, or completely secure.
12. Termination
a. For Convenience. Either party may terminate an Order for convenience by giving written notice at least sixty (60) days before the end of the then-current term. Early termination of a fixed-term Order requires payment of remaining fees for that term.
b. For Cause. Either party may terminate this MSA or any Order for cause if the other party: (i) materially breaches and fails to cure the breach within thirty (30) days of written notice (ten (10) days for payment breach); or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed.
c. Immediate Termination by Qilak. Qilak may suspend or terminate Services immediately, without prior notice, where Customer's use of the Services: (i) materially violates the AUP; (ii) creates an imminent risk to the Qilak network or other customers; or (iii) is reasonably believed to be unlawful.
d. Effect of Termination. On termination: (i) all outstanding fees become immediately due; (ii) Customer's right to use the Services ends; and (iii) Qilak will make Customer Data available for retrieval for thirty (30) days, after which Qilak may delete Customer Data. For termination by Qilak under Section 12(c), Customer Data may be retained for up to 365 days for compliance and legal purposes, after which it will be permanently deleted unless legally required to be retained longer.
e. Survival. Sections 4 (for unpaid amounts), 7, 9, 10, 11(c), 12(d)-(e), 13, 14, and 15 survive termination.
13. Limitation of Liability
a. EXCLUSION OF DAMAGES. EXCEPT FOR LIABILITY ARISING FROM (i) A PARTY'S INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF SECTION 9 (CONFIDENTIALITY), (iii) CUSTOMER'S PAYMENT OBLIGATIONS, OR (iv) A PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
b. CAP. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QILAK UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c. CARVE-OUTS. The cap in Section 13(b) does not apply to: (i) Customer's payment obligations; (ii) either party's indemnification obligations; (iii) either party's gross negligence, wilful misconduct, or fraud; or (iv) breach of Section 9 (Confidentiality), for which the cap is three times (3×) the amount in Section 13(b).
d. BASIS OF BARGAIN. The parties acknowledge that the limitations in this Section are a fundamental basis of the bargain and that fees would be materially different without them.
14. Indemnification
a. By Customer. Customer will defend, indemnify, and hold harmless Qilak and its Affiliates, officers, directors, and employees from and against any third-party claim arising out of: (i) Customer Data or Customer's use of the Services in violation of this Agreement; (ii) Customer's violation of applicable law; or (iii) Customer's infringement or misappropriation of any third-party intellectual property or privacy right.
b. By Qilak. Qilak will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Qilak and used in accordance with this Agreement, infringe a Canadian patent, copyright, or registered trademark. If such a claim arises, Qilak may, at its option: (i) modify the Services to be non-infringing; (ii) obtain a licence; or (iii) terminate the affected Services and refund prepaid, unused fees. This is Qilak's sole liability and Customer's sole remedy for infringement claims.
c. Procedure. The indemnified party must: (i) give prompt written notice of the claim; (ii) grant the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability on the indemnified party without consent); and (iii) provide reasonable cooperation.
15. Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government action, pandemic, failure of public utilities or third-party networks, DDoS attacks, and internet service disruptions. The affected party will use reasonable efforts to mitigate and resume performance.
16. General
a. Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
b. Dispute Resolution. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives for thirty (30) days. If unresolved, the dispute will be finally settled by arbitration administered by the ADR Institute of Canada, Inc. under its Arbitration Rules, by a single arbitrator, in Toronto, Ontario, in English. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and either party may bring claims for unpaid fees in the courts of Ontario.
c. Notices. Notices to Qilak must be sent to [email protected] with a copy by courier to 5-926 Dillingham Road, Pickering, Ontario, L1W 1Z6. Notices to Customer will be sent to the address or email on the Order. Notices are effective on receipt.
d. Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign without consent to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void.
e. Subcontractors. Qilak may use subcontractors to perform Services, but remains responsible for their performance.
f. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, or employment relationship.
g. No Third-Party Beneficiaries. This Agreement does not create any rights in favour of any third party.
h. Severability. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be replaced with an enforceable one that most closely reflects the original intent.
i. Waiver. No failure or delay in exercising any right is a waiver of that right.
j. Amendments. Material changes to this MSA require thirty (30) days' prior written notice. If Customer does not agree, Customer's sole remedy is to terminate affected Orders for convenience within that notice period without penalty. Continued use of the Services after the effective date constitutes acceptance.
k. Entire Agreement. This MSA, together with all Orders, Service Schedules, the AUP, the Privacy Policy, and any Data Processing Addendum, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
l. Language. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents qui s'y rapportent soient rédigés en anglais.
m. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.
Accepted and agreed:
| Qilak | Customer | |---|---| | Signature: ____________________ | Signature: ____________________ | | Name: | Name: | | Title: | Title: | | Date: | Date: |