MASTER SERVICES AGREEMENT (MSA)
- Version: 1.0
- Last Updated: 11/28/2025
- Governing Law: British Columbia, Canada
This Master Services Agreement (“Agreement”, “MSA”) governs all current and future services provided by Animis Global Inc., a British Columbia corporation (“Animis Global”, “Service Provider”, “we”, “us”, “our”), to the client identified in any executed Statement of Work (“Client”, “you”, “your”).
By entering into a Statement of Work (“SOW”), the Client agrees to be bound by this MSA.
1. DEFINITIONS
1.1 “Agreement” or “MSA” means this Master Services Agreement.
1.2 “SOW” means a Statement of Work executed by the Parties outlining service-specific details, pricing, and deliverables.
1.3 “Services” means the managed services, IT support, marketing services, and any other work described in an applicable SOW.
1.4 “Client Systems” means all hardware, software, networks, cloud services, and devices owned, leased, or controlled by the Client.
1.5 “Confidential Information” has the meaning given in Section 10.
1.6 “Business Hours” means 9:00 AM – 5:00 PM EST, Monday to Friday, excluding British Columbia statutory holidays.
1.7 “Force Majeure Event” means any event beyond reasonable control, including natural disasters, pandemics, cyberattacks, etc.
2. RELATIONSHIP BETWEEN THIS MSA AND SOWS
2.1 This MSA applies to all Services furnished by Animis Global.
2.2 Each SOW is incorporated by reference into this MSA.
2.3 If there is a conflict, the terms of the SOW supersede this MSA only for that SOW.
2.4 Each SOW is a separate agreement and may be terminated independently.
3. SCOPE OF SERVICES & SOW INTEGRATION
3.1 Scope Defined by SOWs
Each Statement of Work (“SOW”) will define the specific scope, deliverables, timelines, pricing, responsibilities, and any special terms applicable to the Services. No Services will be provided unless described in an executed SOW.
3.2 MSA Governs All SOWs
This MSA applies to and governs all SOWs unless a particular SOW expressly states that it overrides a specific provision of this MSA. Any such override applies only to that SOW.
3.3 No Verbal Agreements
The Client acknowledges that no verbal, informal, or email-based discussions constitute an agreement, scope of work, or change to any SOW. Only written documents signed by both Parties are valid.
3.4 Amendments to SOWs
Any changes to an SOW (including additional work, revised timelines, or modified deliverables) must be documented in a written amendment or Change Order signed by both Parties. Work requested outside the SOW may be billed at Animis Global’s standard hourly rates.
3.5 Independent SOWs
Each SOW is independent from others. Termination or expiration of one SOW does not impact the validity of other active SOWs or this MSA.
4. SERVICE LEVEL AGREEMENT (SLA)
4.1 Purpose of SLA
This SLA describes the target response times for support requests. These targets are guidelines only and do not represent a guarantee, warranty, or commitment to resolve any issue within a specified timeframe.
4.2 Response Time Targets
| Severity | Description | Target Response Time |
| Critical | Complete outage, security incident, or issue preventing all business operations | 2 hour |
| High | Major function impaired; significant business impact | 4 hours |
| Medium | Non-urgent issues, partial impairments | 8 hours |
| Low | Routine requests, maintenance, information requests | 24 hours |
Response times apply during Business Hours, unless an SOW specifies otherwise.
4.3 Resolution Times
Resolution times are non-binding estimates and depend on factors including:
a) Issue nature and complexity;
b) Hardware or software availability;
c) Third-party vendor or carrier responsiveness;
d) Environmental conditions within the Client’s network;
e) Client responsiveness and availability;
f) Circumstances outside Animis Global’s reasonable control.
Animis Global does not guarantee resolution times.
4.4 No Penalties or Service Credits
Failure to meet any SLA target shall not:
a) constitute a breach of this Agreement;
b) entitle the Client to service credits, discounts, or penalties;
c) create liability for Animis Global; or
d) be grounds for termination, unless expressly stated in a written SOW.
4.5. Prioritization Rights
Animis Global reserves full discretion to:
a) prioritize incidents based on internal assessment;
b) reclassify severity levels;
c) allocate resources in a manner that maintains overall service stability.
4.6. SLA Exclusions
This SLA does not apply to issues arising from:
a) ISP outages or bandwidth problems;
b) Failures of third-party vendors, cloud services, or carriers;
c) Unsupported, end-of-life, or insecure hardware/software;
d) Client failure to meet responsibilities under this Agreement;
e) Force majeure events;
f) Unauthorized modifications made by the Client or third parties;
g) Malware introduced by Client-installed software or unsafe practices.
4.7. Client Acknowledgment of External Factors
The Client acknowledges that service levels may be impacted by factors beyond Animis Global’s control, including internet congestion, vendor outages, hardware failures, cyberattacks, and client-caused issues. Animis Global is not liable for delays or service impacts caused by such factors.
4.8. After-Hours Support
Unless explicitly listed in an SOW, support provided outside Business Hours is considered non-standard and will be billed at Animis Global’s then-current after-hours rate.
4.9. Changes to SLA
Animis Global may update this SLA from time to time. Material changes will be communicated to the Client and will not reduce rights under any active SOW unless mutually agreed in writing.
5. CLIENT RESPONSIBILITIES
5.1. The Client is solely responsible for providing complete, accurate, and up-to-date information necessary for Animis Global to deliver the Services.
5.2. The Client is responsible for the accuracy, integrity, retention, and backup of all Client data unless data backup services are explicitly included in a signed SOW.
5.3. The Client must maintain all required software licenses, subscriptions, and third-party service agreements unless otherwise provided by Animis Global.
5.4. The Client is responsible for maintaining physical security of all devices, network equipment, servers, and on-premises infrastructure.
5.5. The Client must notify Animis Global promptly of any employee onboarding, offboarding, role changes, or access modifications that may impact system access or security.
5.6. The Client shall not modify, alter, or reconfigure any managed systems, settings, or security controls without written approval from Animis Global.
5.7. The Client must provide Animis Global with timely administrative access, credentials, permissions, and authorizations necessary to perform the Services.
5.8. The Client is responsible for implementing and maintaining all recommended security controls for any assets or systems not under Animis Global’s management, including but not limited to personal devices, third-party cloud services, and unmanaged endpoints.
5.9. The Client is fully responsible for any consequences arising from unauthorized access, misuse, negligent actions, or unapproved configuration changes made by the Client or its personnel, whether intentional or unintentional.
5.10. The Client is responsible for providing ongoing user training and awareness programs relating to cybersecurity, phishing, and safe computing practices unless otherwise contracted.
5.11. The Client is solely responsible for compliance with all applicable laws, regulations, privacy requirements, and industry standards relating to its operations, including but not limited to PIPEDA, GDPR, HIPAA, and other data protection laws where applicable.
5.12. The Client must maintain adequate insurance coverage appropriate to its risk profile, which may include cyber liability insurance, general liability insurance, and professional liability insurance.
5.13. Animis Global shall not be liable for any cybersecurity incidents, data loss, system compromise, service outages, or legal/regulatory violations resulting from the Client’s failure to meet any of the responsibilities described in this Section.
6. FEES AND PAYMENT TERMS
6.1 Fees Defined in SOW
Fees for all Services are set out in the applicable Statement of Work (“SOW”). Except where expressly stated in a SOW, all fees are non-refundable.
6.2 Billing and Invoicing
Recurring monthly fees are invoiced in advance. Hourly, project-based, usage-based, or variable fees are invoiced upon completion, or at milestones defined in the SOW.
6.3 Payment Due Date
All invoices are due and payable within fifteen (15) days of the invoice date. Payments must be made in United States dollars unless otherwise agreed in writing.
6.4 Late Fees & Non-Waiver
Overdue balances accrue interest at a rate of 2% per month (24% per annum) or the maximum rate permitted under British Columbia law, whichever is lower.
Failure by Animis Global to charge late fees on any invoice shall not constitute a waiver of the right to charge late fees on future or outstanding invoices.
6.5 Suspension for Non-Payment
If any invoice remains unpaid for thirty (30) days, Animis Global may suspend, limit, or disable Services without liability.
Suspension does not relieve the Client of its obligation to pay outstanding amounts.
6.6 Reinstatement of Services
If Services are suspended due to non-payment, Animis Global may require:
a) payment in full of all outstanding balances;
b) a reinstatement fee at Animis Global’s standard rates;
c) prepayment for future Services or modified billing terms.
6.7 Disputed Invoices (BC Legal Standard)
The Client must notify Animis Global in writing of any disputed charge within seven (7) days of the invoice date, providing reasonable detail of the dispute.
All undisputed amounts must be paid on time.
Failure to dispute within seven (7) days constitutes irrevocable acceptance of the invoice.
6.8 Annual Fee Adjustments
Animis Global may adjust recurring fees annually by up to five percent (5%), aligned with BC market rates and inflation. Increases above 5% may occur due to third-party vendor increases, significant changes in scope, or regulatory compliance requirements.
Fee adjustments will be communicated with thirty (30) days notice.
6.9 Taxes
The Client is responsible for all applicable federal, provincial, municipal, or regulatory taxes, including GST and PST, except taxes imposed on Animis Global’s net income.
6.10 Additional Charges
Travel outside Animis Global’s standard service radius, emergency on-site visits, after-hours support, and third-party vendor fees may incur additional charges as outlined in the SOW or rate schedule.
6.11 Collections & Legal Recovery (Enhanced for BC Enforceability)
6.11.1 Invoices unpaid for forty-five (45) days may be referred to a collections agency or legal counsel for recovery without further notice.
6.11.2 The Client agrees to pay all reasonable costs and expenses incurred by Animis Global in enforcing payment, including:
- a) legal fees and solicitor–client costs (not merely party-and-party costs),
- b) collections agency fees,
- c) administrative recovery fees,
- d) interest accrued on the outstanding amounts.
6.11.3 The Client acknowledges that under BC law, indemnity for legal fees is enforceable when expressly stated; therefore, the Client accepts responsibility for Animis Global’s full legal costs if recovery action is required.
6.11.4 Failure to pay for Services performed constitutes a material breach of this Agreement, entitling Animis Global to pursue all legal and equitable remedies available under the laws of British Columbia, including the right to accelerate charges for the remaining contract term where applicable.
6.11.5 Animis Global may report delinquent accounts to credit bureaus or business credit registries to the extent permissible by law.
7. TERM AND TERMINATION
7.1 Term of MSA
This MSA remains in effect from the Effective Date and continues until terminated in accordance with this Section.
7.2 Term of SOWs
Each SOW may specify either a fixed term or a month-to-month term. Fixed-term SOWs are binding for the full duration unless terminated pursuant to this Agreement.
7.3 Termination for Convenience
7.3.1 Client-Initiated:
The Client may terminate the MSA or any month-to-month SOW with sixty (60) days’ written notice. Termination of a fixed-term SOW is governed by Section 7.5.
7.3.2 Animis Global-Initiated:
Animis Global may terminate the MSA or any SOW for convenience with sixty (60) days’ written notice, provided that no fixed-term SOW is terminated early unless:
a) the Parties mutually agree; or
b) termination is permitted under Section 7.6 (Client breach).
This ensures Animis Global may disengage from unprofitable, abusive, or high-risk clients while still respecting prepaid fixed-term commitments.
7.4 Termination for Material Breach
Either Party may terminate this MSA or any SOW for material breach if the breaching Party fails to cure the breach within thirty (30) days after receiving written notice.
Non-payment beyond thirty (30) days is deemed a material breach.
7.5 Early Termination of Fixed-Term SOWs (Client-Initiated)
If the Client terminates a fixed-term SOW early for any reason other than Animis Global’s uncured material breach:
a) the Client shall pay all fees accrued up to the effective termination date; and
b) the Client shall pay an early termination fee equal to fifty percent (50%) of the remaining fees due for the rest of the fixed term.
Example: If the Client cancels in month 6 of a 12-month SOW, the Client must pay 50% of the remaining 6 months = 3 months’ worth of fees.
This clause is enforceable under BC common-law contract principles as a valid liquidated damages clause.
7.6 Early Termination by Animis Global for Client Breach or Non-Payment
If Animis Global terminates a fixed-term SOW early due to:
a) non-payment beyond 30 days,
b) violation of this MSA,
c) breach of licensing requirements,
d) misuse of systems or illegal activity, or
e) any other uncured material breach,
then the same 50% remaining term early termination fee (in Section 7.5) applies.
Animis Global may also immediately suspend access to systems until outstanding balances are paid.
7.7 Transition Assistance Upon Termination
7.7.1 Upon request, Animis Global will provide commercially reasonable transition assistance to help the Client migrate services to another provider.
7.7.2 Transition services are billed at Animis Global’s standard hourly rates unless otherwise agreed in writing.
7.7.3 Transition assistance is provided only for thirty (30) days following termination unless extended by a paid SOW.
7.7.4 Animis Global has no obligation to provide transition assistance if the Client has unpaid invoices.
7.8 Data Retention, Export, and Deletion
7.8.1 Data Export:
If data export is requested, Animis Global will make Client-owned data reasonably available in a commercially standard format (e.g., CSV, PST, ZIP) within the transition period, subject to all outstanding balances being paid.
7.8.2 Retention:
Unless required by law, Animis Global is not obligated to retain any Client data beyond thirty (30) days after termination.
7.8.3 Deletion:
After the retention period, Animis Global may permanently delete all Client data, backups, configurations, credentials, and hosted environments without further notice.
7.8.4 Backup Services:
Animis Global is not responsible for maintaining backup copies after termination, and the Client is solely responsible for ensuring all required data is exported prior to the deletion deadline.
7.9 Effect of Termination
Upon any termination:
a) The Client must pay all outstanding fees and any early termination fees.
b) Animis Global may disable hosted services, systems, and account access unless otherwise agreed in writing.
c) Any software licenses, subscriptions, or third-party services provisioned through Animis Global will terminate unless transferred to the Client.
d) Both Parties remain bound by ongoing obligations such as confidentiality, indemnities, and limitations of liability.
7.10 No Liability for Termination
Termination of this MSA or any SOW does not create any liability for lost profits, business interruption, or other damages, except as expressly outlined in this Agreement.
Termination rights are intended to be a commercially reasonable allocation of risk.
8. INTELLECTUAL PROPERTY
8.1 Ownership of Animis Global IP.
Animis Global retains all right, title, and interest in and to any and all intellectual property created, developed, or supplied by Animis Global in connection with the Services, including but not limited to: processes, methodologies, scripts, software, tools, configurations, documentation, dashboards, automations, templates, monitoring systems, and any improvements or derivative works thereof (“Animis Global IP”). Unless expressly assigned in writing, no ownership rights to Animis Global IP are transferred to the Client.
8.2 License to Use Animis Global IP.
Animis Global grants the Client a non-exclusive, non-transferable, revocable license to use Animis Global IP solely for the Client’s internal business operations and solely for the duration of the Agreement. This license terminates automatically upon termination or expiration of the Agreement.
8.3 Ownership of Client Materials.
The Client retains all right, title, and interest in its pre-existing proprietary materials, data, brand assets, systems, customer information, intellectual property, and any content supplied to Animis Global (“Client Materials”). Animis Global is granted a limited license to use Client Materials solely as needed to provide the Services.
8.4 Third-Party Intellectual Property.
Any third-party software, hardware, or tools utilized in providing the Services are licensed to the Client subject to the terms and conditions of the applicable third-party vendors. This Agreement does not grant any rights or licenses to third-party intellectual property. The Client is solely responsible for obtaining and maintaining all necessary licenses and compliance for such third-party products or services.
8.5 Deliverables and Post-Termination Use.
Unless otherwise specified in a Statement of Work (SOW), any deliverables provided to the Client for its business use, including but not limited to reports, configurations, documentation, or other materials, may be retained and used by the Client after termination or expiration of the Agreement. However, proprietary tools, backend scripts, system mappings, proprietary configurations, and any Animis Global IP embedded within the deliverables remain the sole property of Animis Global, and Client use of such IP after termination is subject to Animis Global’s prior written consent.
8.6 Restrictions.
Unless explicitly permitted in writing, the Client will not, and will not permit any third party to:
a) copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code from Animis Global IP;
b) distribute, sublicense, sell, or otherwise transfer Animis Global IP;
c) use Animis Global IP to create competing services or derivative commercial offerings.
8.7 Survival.
This Section 8 survives termination of the Agreement.
9. DATA PROTECTION & CYBERSECURITY
9.1 Security Standards.
Animis Global shall implement and maintain commercially reasonable administrative, physical, and technical safeguards intended to protect Client data in Animis Global’s possession or control.
9.2 No Absolute Security Guarantee.
The Client acknowledges that:
a) No IT system, network, or security service can guarantee prevention of all cyber incidents, including ransomware, malware, unauthorized access, data breaches, or data corruption;
b) Cybersecurity risk cannot be fully eliminated, only mitigated;
c) Animis Global does not warrant uninterrupted protection or incident-free operation.
9.3 Client Responsibilities.
The Client is solely responsible for:
a) using strong passwords, MFA, and secure account practices;
b) restricting access to authorized personnel only;
c) maintaining secure physical access to devices and networks;
d) notifying Animis Global of suspected compromise or unauthorized system activity;
e) complying with software licensing requirements;
f) ensuring that non-managed devices (e.g., personal/BYOD laptops, home PCs, employee-owned phones) meet minimum security standards.
9.3A Client Cybersecurity Responsibilities & Disclaimers
The Client acknowledges and agrees that cybersecurity is a shared responsibility and expressly assumes the following obligations:
a) The Client is responsible for implementing and maintaining all necessary internal security measures, including but not limited to strong password policies, multi-factor authentication (MFA), timely software updates, and employee cybersecurity training.
b) The Client shall ensure that all devices, systems, and networks under its control—including any non-managed or personal devices used to access Services—meet reasonable security standards to prevent unauthorized access or compromise.
c) The Client must promptly notify Animis Global of any suspected or actual security incidents, unauthorized access, or vulnerabilities that may impact the Services or Client data.
d) Animis Global’s security measures are designed to mitigate, but cannot eliminate, all cybersecurity risks. The Client agrees that Animis Global shall not be held liable for cybersecurity incidents arising from Client negligence, failure to comply with security best practices, or failure to remediate identified vulnerabilities.
e) The Client accepts that certain risks—such as zero-day exploits, ransomware attacks, or other sophisticated threats—may occur despite reasonable safeguards, and agrees to maintain appropriate cybersecurity insurance and contingency plans.
9.4 Exclusions from Liability.
Animis Global is not liable for cybersecurity incidents or data loss arising from:
a) Client negligence, misuse, or failure to follow security recommendations;
b) Failure of third-party platforms, vendors, cloud services, or software;
c) Unsupported, outdated, or end-of-life systems or hardware;
d) Unapproved applications, unapproved vendors, or “shadow IT”;
e) Client refusal to remediate identified security vulnerabilities;
f) Force Majeure Events;
g) Backups not under Animis Global’s management, or backup systems that were disabled, modified, or inaccessible due to Client action;
h) Ransomware, encryption events, or breaches occurring despite reasonable safeguards.
i) Client data stored, processed, or transmitted outside of Animis Global-managed environments, including but not limited to third-party cloud applications or unmanaged devices, for which Animis Global has no control or responsibility.
9.5 Managed Backups.
If Animis Global manages backups under an active SOW, the Client acknowledges that:
a) Backups reduce but do not eliminate data loss risk;
b) Restore times and recoverability depend on third-party backup vendors, devices, software, and upstream infrastructure;
c) Animis Global is not responsible for corrupted, incomplete, or inaccessible backups caused by third-party failures or environmental factors outside its control.
9.6 Required Remediation & Upgrades.
Animis Global may require the Client to replace, patch, or upgrade insecure, unsupported, or end-of-life systems.
If the Client refuses, Animis Global may:
a) Suspend affected Services; or
b) Require the Client to sign a written security-risk waiver; or
c) Terminate the affected SOW without penalty to Animis Global.
9.7 Cybersecurity Incidents.
In the event of a cybersecurity incident affecting systems managed by Animis Global:
a) Animis Global will make commercially reasonable efforts to assist with investigation and remediation;
b) Such assistance may be billed at standard hourly incident-response rates unless otherwise specified in an SOW;
c) Animis Global is not liable for damages arising from the incident except where caused by Animis Global’s proven negligence.
d) Data Breach Notification.
Animis Global shall notify the Client promptly and in any event within seventy-two (72) hours after becoming aware of any actual or suspected data breach, unauthorized access, or compromise affecting Client data in Animis Global’s possession or control.
9.8 Third-Party Vendor Limitations.
The Client acknowledges that Animis Global relies on third-party vendors (e.g., Microsoft, Google, VoIP carriers, backup providers, cloud hosts) and is not responsible for outages, security failures, service interruptions, bugs, data loss, or downtime caused by those vendors.
9.9 Logs, Reports, and Client Access
a) Animis Global owns and maintains security logs, incident reports, and related documentation generated during the provision of Services.
b) Upon Client’s reasonable written request, Animis Global shall provide copies or summaries of such logs and reports relevant to the Client’s environment and services, subject to confidentiality and security considerations.
c) Client acknowledges that access to certain logs or data may be limited by third-party vendor policies or technical constraints.
9.10 Cyber Insurance Recommendation.
The Client is encouraged to maintain appropriate cybersecurity insurance coverage to mitigate potential financial risks arising from cyber incidents or data breaches, including those outside the scope of Animis Global’s services or control.
10. CONFIDENTIALITY
10.1 Definition.
“Confidential Information” includes all non-public business, financial, technical, security, operational, or customer information disclosed by either Party, whether oral, written, electronic, or observed during performance of the Services. Confidential Information includes, without limitation, system credentials, network configurations, security policies, incident reports, backup configurations, and proprietary processes.
10.2 Standard of Care.
Each Party shall protect the other Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable commercial efforts.
10.3 Use Restrictions.
Confidential Information may only be used for the purpose of fulfilling obligations under this Agreement and may not be disclosed to third parties except as permitted under this Agreement.
10.4 Permitted Recipients.
A Party may disclose Confidential Information to its employees, subcontractors, or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.
10.5 Security of Access Credentials.
Client agrees to safeguard its own access credentials (e.g., passwords, MFA devices, admin accounts). Animis Global is not responsible for unauthorized access resulting from Client’s poor credential management.
10.6 Legal Disclosure.
If required by law, court order, subpoena, or regulatory authority to disclose Confidential Information, the receiving Party shall (to the extent legally permitted):
a) Provide prompt written notice to the disclosing Party;
b) Disclose only what is required;
c) Reasonably cooperate in efforts to limit or protect the disclosure.
10.7 Exclusions.
Confidentiality obligations do not apply to information that:
a) is independently developed without use of the other Party’s Confidential Information;
b) becomes publicly available without breach of this Agreement;
c) is received from a third party who is not in breach of any obligation;
d) is approved in writing for release by the disclosing Party.
10.8 Duration and Survival.
Confidentiality obligations remain in effect for three (3) years after termination of this Agreement, except for obligations relating to:
a) security processes,
b) system access,
c) network architecture, and
d) admin credentials,
which shall remain confidential indefinitely.
10.9 Return or Destruction of Information.
Upon termination, each Party shall, upon written request, return or destroy the other Party’s Confidential Information, except that:
a) securely stored archive backups may be retained as part of automated retention cycles;
b) neither Party is obligated to remove Confidential Information from routine backup media, provided such media is secured.
10.10 No Rights Granted.
Nothing in this Agreement grants either Party any ownership or usage rights to the other Party’s Confidential Information except as expressly stated.
10.11 Non-Disparagement.
Client agrees not to make any false, disparaging, or harmful statements about Animis Global, its officers, employees, or agents, whether oral or written, during the term of this Agreement and for a period of two (2) years thereafter.
11. WARRANTIES AND DISCLAIMERS
11.1 Warranty
Animis Global warrants that the Services will be performed in a professional and competent manner using commercially reasonable efforts consistent with SOC 2 principles where applicable, and in accordance with applicable laws and regulations to the extent reasonably practicable.
11.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, ANIMIS GLOBAL MAKES NO OTHER WARRANTIES AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.
11.3 Without limiting the generality of the foregoing, Animis Global does not warrant or guarantee that:
a) systems, networks, or Services will be uninterrupted, error-free, or free of vulnerabilities;
b) backups, backup systems, or disaster recovery processes will be successful, available, restorable, or free from corruption;
c) cybersecurity incidents—including ransomware, malware, phishing, unauthorized access, data breaches, or data loss—will be fully prevented;
d) third-party products, platforms, internet service providers, data centers, or cloud vendors will function without defect, outage, or security incident;
e) recommended cybersecurity measures will prevent all attacks.
11.4 Client understands and acknowledges that no IT or security provider can guarantee protection against all cybersecurity threats, data loss, backup failures, or ransomware attacks, and Client agrees that Animis Global shall not be liable for such events unless directly caused by Animis Global’s proven gross negligence.
11.5 All implied warranties are disclaimed to the fullest extent permitted under the laws of British Columbia and any other applicable jurisdiction.
12. LIMITATION OF LIABILITY
12.1 Aggregate Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANIMIS GLOBAL’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS MSA OR ANY SOW, REGARDLESS OF THE LEGAL THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED AN AMOUNT EQUAL TO SIX (6) MONTHS OF FEES PAID BY CLIENT UNDER THE APPLICABLE SOW IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ANIMIS GLOBAL, ITS SUBCONTRACTORS, AND THIRD-PARTY VENDORS.
12.2 Exclusion of Certain Damages.
IN NO EVENT SHALL ANIMIS GLOBAL, ITS SUBCONTRACTORS, OR THIRD-PARTY VENDORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO:
a) LOST PROFITS OR REVENUE;
b) BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY;
c) REPUTATIONAL HARM;
d) LOSS, CORRUPTION, OR INACCESSIBILITY OF DATA OR BACKUPS;
e) COSTS OF DATA RESTORATION, SYSTEM RE-CREATION, OR BREACH REMEDIATION;
f) LOSS RESULTING FROM CYBERSECURITY INCIDENTS, RANSOMWARE, MALWARE, OR UNAUTHORIZED ACCESS;
EVEN IF ANIMIS GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Exclusions of Liability.
ANIMIS GLOBAL SHALL NOT BE LIABLE FOR:
a) FAILURES, OUTAGES, BREACHES, OR DEFECTS CAUSED BY THIRD-PARTY PRODUCTS, SERVICES, VENDORS, HOSTING COMPANIES, OR INTERNET PROVIDERS;
b) CLIENT’S FAILURE TO IMPLEMENT RECOMMENDED SECURITY MEASURES, UPDATES, BACKUPS, MULTI-FACTOR AUTHENTICATION, OR HARDWARE/SOFTWARE REPLACEMENTS;
c) CLIENT ACTIONS, OMISSIONS, NEGLIGENCE, OR SECURITY PRACTICES THAT EXPOSE SYSTEMS TO RISK;
d) CYBERATTACKS, RANSOMWARE, MALWARE, OR UNAUTHORIZED ACCESS UNLESS DIRECTLY CAUSED BY ANIMIS GLOBAL’S PROVEN GROSS NEGLIGENCE;
e) ANY DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CLIENT.
12.4 Intentional Misconduct and Fraud.
NOTHING IN THIS AGREEMENT SHALL LIMIT LIABILITY FOR INTENTIONAL MISCONDUCT, WILLFUL MISCONDUCT, OR FRAUD.
12.5 Client Acknowledgement of Cybersecurity Risks.
CLIENT ACKNOWLEDGES AND AGREES THAT, DESPITE REASONABLE EFFORTS BY ANIMIS GLOBAL TO IMPLEMENT SECURITY MEASURES, CYBERSECURITY INCIDENTS, DATA LOSS, OR OTHER SECURITY BREACHES MAY OCCUR. CLIENT ASSUMES ALL RISKS RELATED TO CYBERSECURITY AND AGREES THAT ANIMIS GLOBAL SHALL NOT BE LIABLE FOR SUCH INCIDENTS EXCEPT WHERE CAUSED BY ANIMIS GLOBAL’S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12.6 Applicability to Subcontractors and Third Parties.
ALL LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION APPLY EQUALLY TO ANIMIS GLOBAL’S SUBCONTRACTORS, AFFILIATES, AND THIRD-PARTY VENDORS UTILIZED IN PROVIDING SERVICES UNDER THIS AGREEMENT.
13. INDEMNIFICATION
13.1 Client Indemnification.
The Client shall indemnify, defend, and hold harmless Animis Global, its affiliates, and their respective directors, officers, employees, and contractors from and against any claims, damages, losses, liabilities, penalties, and expenses (including reasonable legal fees) arising out of or related to:
a) the Client’s misuse, misconfiguration, or unauthorized use of the Services;
b) the Client’s failure to maintain compliant software licensing or required subscriptions;
c) any cybersecurity incident, breach, ransomware event, or data loss caused in whole or in part by the Client’s negligence, inadequate security practices, or refusal to follow Animis Global’s documented recommendations;
d) any illegal, fraudulent, or unauthorized activities undertaken by the Client or its users;
e) any claim brought by a third party relating to the Client’s data, systems, content, or use of the Services; and
f) issues arising from the Client’s use of third-party services or products not controlled by Animis Global.
13.2 Animis Global Indemnification (Limited to Gross Negligence or Willful Misconduct).
Animis Global shall indemnify and defend the Client against third-party claims to the extent arising from Animis Global’s gross negligence or willful misconduct in the performance of the Services. This indemnity shall not apply to:
a) cybersecurity incidents caused by the Client or third-party providers;
b) any matter covered by the Client’s obligations under Section 13.1; or
c) claims arising from the Client’s instructions, configurations, or failure to implement Animis Global’s recommendations.
For clarity, Animis Global provides no indemnity for ordinary negligence, errors, omissions, performance issues, or failures that are not the result of gross negligence or willful misconduct.
13.3 Indemnification Procedure.
A Party seeking indemnification (the “Indemnified Party”) shall:
a) promptly notify the other Party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced;
b) permit the Indemnifying Party to assume full control of the defense and settlement of the claim, with counsel of its choice; and
c) provide all reasonable assistance, at the Indemnifying Party’s expense, as may be necessary for the defense of the claim.
The Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if the settlement:
i) imposes any obligation on the Indemnified Party;
ii) involves an admission of liability by the Indemnified Party; or
iii) does not include a full release of the Indemnified Party.
13.4 Survival.
The indemnification obligations in this Section 13 shall survive termination or expiration of this MSA and any SOW.
14. NON-SOLICITATION
14.1 Non-Solicitation Obligation.
During the term of this MSA and for twelve (12) months following its termination, the Client shall not, directly or indirectly, solicit, recruit, entice, hire, engage, or attempt to hire or engage any employee, subcontractor, consultant, or contractor of Animis Global who was involved in providing the Services or who became known to the Client through the relationship between the Parties.
14.2 Anti-Circumvention.
This restriction applies whether such activity is undertaken by the Client itself or indirectly through any affiliate, parent, subsidiary, partner, related entity, representative, or agent, and regardless of whether the individual initiated contact with the Client.
14.3 Liquidated Damages.
If the Client breaches this Section, the Client shall pay Animis Global liquidated damages equal to forty percent (40%) of the employee’s or contractor’s total annual salary, earnings, or contract value (as applicable) immediately prior to the breach.
14.4 Basis for Liquidated Damages.
The Parties acknowledge and agree that:
- a) Animis Global invests substantial resources in recruiting, training, and retaining qualified personnel;
- b) the actual damages caused by a breach of this Section would be difficult or impossible to determine with precision; and
- c) the liquidated damages set forth above constitute a fair, reasonable, and genuine pre-estimate of Animis Global’s anticipated losses and are not a penalty.
14.5 Public Job Postings Exception.
This Section does not apply where the individual applies to a publicly advertised position without any direct or indirect solicitation by the Client.
14.6 Severability of Liquidated Damages Provision.
If a court of competent jurisdiction determines that the liquidated damages amount in Section 14.3 is unenforceable, the remainder of this Section 14 shall remain in full force and effect, and Animis Global shall remain entitled to pursue all other available legal or equitable remedies.
15. FORCE MAJEURE
15.1 Definition.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control (“Force Majeure Event”).
15.2 Force Majeure Events.
Force Majeure Events include, but are not limited to:
a) natural disasters, fires, floods, storms, earthquakes, or other acts of nature;
b) acts of war, terrorism, civil unrest, strikes, or lockouts;
c) pandemics, epidemics, public health emergencies, or government-mandated shutdowns;
d) widespread or systemic failures of utilities, power, internet service providers, telecommunications networks, data centers, or cloud hosting providers;
e) supply chain shortages, component delays, or unavailability of required equipment or third-party services;
f) changes in laws, regulations, or actions of governmental authorities that prevent performance;
g) large-scale external cyber incidents that are not caused or contributed to by the affected Party’s failure to maintain commercially reasonable security measures.
15.3 Notice.
The affected Party shall provide written notice to the other Party within a reasonable period after becoming aware of the Force Majeure Event.
15.4 Suspension of Obligations.
The affected Party’s obligations shall be suspended for the duration of the Force Majeure Event, and all related deadlines shall be extended accordingly.
15.5 Resumption of Performance.
Once the Force Majeure Event ends, the affected Party shall resume performance as soon as reasonably practicable.
15.6 Extended Force Majeure.
If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected SOW upon written notice without penalty—provided that the Client remains responsible for all fees accrued up to the effective date of termination.
16. NON-CIRCUMVENTION
16.1 No Direct Engagement of Animis Personnel.
The Client shall not, directly or indirectly, solicit, engage, hire, or contract with any employee, contractor, subcontractor, or vendor engaged by Animis Global (“Animis Personnel”) for any services that are the same as or substantially similar to the Services. This restriction applies whether or not such Animis Personnel were introduced to the Client through this Agreement, any SOW, or through Confidential Information disclosed under Section 9 (Confidentiality).
16.2 Introduced Vendors, Subcontractors, and Partners.
If Animis Global introduces, refers, or otherwise makes available any third-party vendors, partners, consultants, or subcontractors (“Introduced Parties”), the Client shall not circumvent Animis Global by contracting directly with such Introduced Parties for services related to or competitive with the Services.
For clarity, Introduced Parties are part of Animis Global’s subcontractor and partner ecosystem under Section 10 (Subcontractors).
16.3 No Avoidance of Fees or IP Usage.
The Client shall not use, replicate, or leverage any Animis Global Intellectual Property (as defined in Section 8 — Intellectual Property) or proprietary methods to obtain services from Animis Personnel or Introduced Parties in a manner that avoids, reduces, or bypasses the fees, margins, or business opportunities owed to Animis Global.
16.4 Duration.
This Section 16 survives termination or expiration of this Agreement for twenty-four (24) months.
This survival period applies regardless of the termination reason and in addition to the survival obligations listed in Section 17 (Survival).
16.5 Remedies.
The Client acknowledges that a breach of this Section 16 may cause irreparable harm to Animis Global.
Accordingly:
a) Animis Global may seek injunctive relief without the need to prove actual damages;
b) Animis Global may recover lost revenue, lost margins, or lost business opportunities resulting from the circumvention; and
c) Animis Global may recover all reasonable legal fees and costs incurred enforcing this Section, consistent with Section 14 (Indemnification & Legal Costs).
17. DISPUTE RESOLUTION
17.1 Good-Faith Negotiation
The Parties agree to first attempt to resolve any dispute, claim, or disagreement arising out of or relating to this Agreement (“Dispute”) through good-faith negotiations between senior representatives of both Parties.
17.2 Mediation
If the Dispute is not resolved within thirty (30) days of written notice of the Dispute, either Party may require the other Party to participate in non-binding mediation.
a) Mediation shall take place in British Columbia, Canada.
b) Mediation shall be conducted by a mutually agreed mediator, or, if the Parties cannot agree, one appointed by Mediate BC.
17.3 Binding Arbitration
If mediation does not resolve the Dispute within forty-five (45) days, the Dispute shall be resolved by final and binding arbitration under the BC Arbitration Act, as follows:
a) The arbitration will be held in British Columbia.
b) The arbitration shall be conducted by a single arbitrator unless the Parties agree otherwise.
c) The arbitrator’s decision is final and enforceable in any court of competent jurisdiction.
d) The arbitrator may award monetary damages, specific performance, and reasonable legal fees, but may not award punitive damages unless required by law.
e) The Parties agree that arbitration is the sole forum for resolving Disputes except as permitted in Section 17.5.
17.4 Confidentiality.
All negotiations, mediations, and arbitration proceedings conducted under this Section shall be confidential, and neither Party may disclose information about the proceedings or outcome except to their legal counsel, accounting professionals, or as required by law.
17.5 Litigation for Limited Purposes.
Either Party may bring court proceedings solely for:
a) injunctive or equitable relief, including the protection of confidential information;
b) enforcement of intellectual property rights;
c) enforcement of an arbitration award.
17.6 Continued Performance.
Except for the portion of Services in dispute, both Parties shall continue to perform their obligations during the dispute-resolution process.
17.7 Client Responsibility for Legal Fees
If the Client initiates any claim, lawsuit, arbitration, or legal proceeding against Animis Global and does not prevail in full, the Client agrees to reimburse Animis Global for all legal fees, arbitration costs, expert costs, and expenses incurred in defending such claim.
This includes, without limitation:
a) attorney and paralegal fees;
b) court or arbitration filing fees;
c) mediator or arbitrator fees;
d) costs related to document production, expert witnesses, or investigation.
18. MISCELLANEOUS
18.1 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
18.2 Assignment.
Animis Global may assign or transfer this Agreement, in whole or in part, or delegate its obligations to an affiliate or subcontractor without the Client’s consent, provided that such assignment does not materially reduce the level of Services.
The Client may not assign or transfer this Agreement, in whole or in part, without Animis Global’s prior written consent. Any unauthorized assignment is void.
18.3 Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A failure or delay in enforcing any right or provision shall not be deemed a waiver of that right or any other right.
18.4 Notices.
All notices required or permitted under this Agreement shall be in writing and delivered by:
a) email to the designated notice email addresses of the Parties;
b) personal delivery;
c) courier; or
d) registered or certified mail.
Notices delivered by email shall be deemed received on the date sent, unless a bounce-back or error is received.
18.5 Relationship of the Parties.
The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, franchise, or agency relationship. Neither Party has the authority to bind the other.
18.6 Compliance with Laws.
Each Party shall comply with all applicable federal, state/provincial, and local laws, regulations, and industry requirements relevant to its performance under this Agreement.
18.7 Entire Agreement.
This MSA, together with all SOWs, exhibits, and documents expressly incorporated by reference, constitutes the entire and exclusive agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous proposals, negotiations, discussions, agreements, or understandings—whether written or oral. No other representations, warranties, promises, or agreements shall be binding unless expressly set forth herein.
18.8 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and digitally accepted agreements shall be deemed valid and enforceable.
19. AMENDMENTS
19.1 Written Amendments.
No amendment, modification, or waiver of any provision of this MSA or any SOW shall be valid unless in writing and signed by both Parties. For clarity, email approval is sufficient if expressly indicating intent to amend.
19.2 Updates to MSA.
Animis Global may update or revise the terms of this MSA from time to time. Any updates shall become effective thirty (30) days after written notice to the Client, unless the Client provides written objection within that period.
19.3 Material Changes.
Notwithstanding Section 19.2, any material changes that adversely affect the Client’s rights—including changes to pricing, scope of Services, indemnification obligations, or limitations of liability—require the Client’s express written consent to become effective.
19.4 No Implied Amendments.
Course of dealing, delay, or failure to enforce any provision shall not be interpreted as an amendment or waiver.
20. GOVERNING LAW
20.1 This Agreement is governed by the laws of the Province of British Columbia, and the federal laws of Canada applicable therein.
21. ENTIRE AGREEMENT
21.1 This MSA, together with all SOWs, constitutes the entire agreement between the Parties.
21.2 All prior discussions, agreements, or understandings are superseded.
22. ACCEPTANCE
By signing a Statement of Work that references this MSA, the Client agrees to all terms herein.