Standard Service Agreement

Standard Service Agreement & Limitation of Liability

eSmith IT Consulting Inc. | Authorized IT & Managed Services Provider

1. Limitation of Liability

To the maximum extent permitted by law, eSmith IT Consulting Inc. (the "Provider") shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or business interruption. In no event shall the Provider's total aggregate liability for any claims arising out of this agreement exceed the total fees paid by the Client to the Provider during the twelve (12) month period immediately preceding the event giving rise to the claim.

2. Disclaimer of Warranties

All services are provided on an "as-is" and "as-available" basis. While the Provider employs industry-standard security measures, the Provider does not guarantee that services will be uninterrupted, error-free, or 100% secure from cyber-attacks, nor does the Provider warrant that it can prevent all unauthorized access or data breaches. No oral or written communication from the Provider shall create any warranty not expressly stated in this Agreement.

3. Client Responsibilities & Indemnification

The Client is responsible for the internal security of its data and the actions of its employees and authorized users. The Client agrees to indemnify, defend, and hold harmless the Provider and its officers, directors, employees, and contractors from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from:

• The Client's misuse of services or violation of any applicable law or regulation;
• Illegal or unauthorized activity by the Client or its employees;
• Failure to follow security recommendations, patch advisories, or incident response guidance provided by the Provider; or
• Any data breach or ransomware event resulting from employee error, phishing, or unauthorized use of Client credentials.

4. Non-Solicitation of Employees

The Client acknowledges that the Provider has invested significant resources in recruiting, training, and retaining its technical personnel. During the term of this agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly or indirectly solicit, recruit, or hire any current employee or contractor of the Provider without prior written consent from the Provider. This restriction applies to solicitation conducted directly by the Client or indirectly through third-party recruiters, staffing agencies, or referral networks acting on behalf of the Client.

In the event of a confirmed breach of this non-solicitation clause, the Client agrees to pay the Provider a one-time placement fee equal to fifty percent (50%) of the solicited employee's or contractor's new annual compensation, due within thirty (30) days of written notice from the Provider. The parties acknowledge this fee is a reasonable estimate of the Provider's cost to replace the lost personnel and is not a penalty.

5. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, labor strikes (other than those of the affected party's own employees), government actions, widespread internet infrastructure failures, or utility outages. The affected party shall promptly notify the other party of such a force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.

6. Precedence & Relationship to Other Agreements

In the event of any conflict or inconsistency between the terms of this Service Agreement and any active Master Services Agreement (MSA) currently in effect between the Provider and the Client, the terms and conditions of the Master Services Agreement (MSA) shall take precedence and prevail. This Agreement is intended to supplement, and not supersede, any broader managed services relationship defined by a separate MSA, unless explicitly stated otherwise in writing. The parties agree that electronic signatures and submissions via the Provider's official Client Service Forms hub constitute valid "writing" and "signing" for the purposes of this Agreement and any associated amendments.