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Legal Document

Master Services Agreement

Last Updated: 2026-05-11

1. Agreement

This Master Services Agreement governs services provided by Sivaiah Technologies Inc. to clients, customers, users, businesses, individuals, consumers, sole proprietors, and organizations.

This Agreement applies to all services provided by Sivaiah Technologies Inc., including websites, custom software, applications, hosting, maintenance, email setup, technical support, consulting, automation, integrations, AI-related tools, and related technology services.

This Agreement applies together with any applicable Statement of Work, proposal, order form, invoice, service plan, SLA, policy, or written agreement between the client and Sivaiah Technologies Inc.

2. Parties

In this Agreement:

  • “Sivaiah,” “we,” “us,” or “our” means Sivaiah Technologies Inc.
  • “Client,” “you,” or “your” means the person, business, sole proprietor, corporation, organization, or other customer purchasing or using services from Sivaiah Technologies Inc.
  • “Services” means the services provided or made available by Sivaiah Technologies Inc.
  • “Deliverables” means the work product, software, websites, applications, files, designs, code, documentation, configurations, or other materials specifically created for a client under a Statement of Work.
  • “Statement of Work” or “SOW” means a written document, proposal, quote, order form, service plan, email confirmation, or other written description of the specific services, scope, fees, timelines, and deliverables for a project.

3. Scope of Services

Sivaiah Technologies Inc. will provide only the services expressly described in the applicable Statement of Work, proposal, order form, service plan, invoice, or written agreement.

Services may include, depending on the applicable SOW:

  • website design and development;
  • custom software development;
  • web applications;
  • mobile applications;
  • dashboards;
  • customer relationship management systems;
  • booking systems;
  • admin portals;
  • automation tools;
  • AI tools;
  • APIs;
  • e-commerce systems;
  • hosting setup or management;
  • website maintenance;
  • email setup and support;
  • integrations;
  • consulting;
  • technical support.

Anything not expressly included in the applicable SOW is excluded.

4. Statements of Work

Each project or service may be governed by a separate SOW.

An SOW may describe:

  • project scope;
  • deliverables;
  • features;
  • timelines;
  • milestones;
  • fees;
  • payment schedule;
  • revision limits;
  • support terms;
  • hosting terms;
  • third-party services;
  • client responsibilities;
  • assumptions;
  • exclusions;
  • special terms.

If there is a conflict between this Agreement and a signed SOW, the signed SOW will control for that specific project or service.

5. Changes to Scope

Any request for work outside the agreed scope may be treated as a change request.

Change requests may include:

  • new features;
  • new pages;
  • new modules;
  • redesigns;
  • additional revisions;
  • new integrations;
  • new workflows;
  • additional support;
  • migration work;
  • emergency work;
  • work caused by client delays or changed requirements;
  • work caused by third-party changes.

Sivaiah Technologies Inc. may require additional fees, revised timelines, or a new SOW before performing out-of-scope work.

6. Fees and Payment

The client agrees to pay all fees described in the applicable SOW, proposal, invoice, subscription plan, order form, or written agreement.

Payment structures may include:

  • deposits;
  • retainers;
  • milestone payments;
  • fixed project fees;
  • hourly fees;
  • monthly subscriptions;
  • annual subscriptions;
  • support fees;
  • maintenance fees;
  • hosting fees;
  • third-party costs;
  • usage-based fees;
  • emergency support fees.

All fees are due according to the applicable invoice, SOW, or payment schedule.

7. Deposits and Upfront Fees

Deposits, retainers, setup fees, onboarding fees, planning fees, discovery fees, and other upfront payments may be required before work begins.

Unless otherwise stated in writing, deposits and upfront fees are non-refundable once work has started, resources have been reserved, third-party costs have been incurred, or project planning has begun.

8. Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise.

The client is responsible for paying all applicable taxes, including HST, GST, sales tax, value-added tax, withholding tax, duties, or similar charges, where applicable.

If Sivaiah Technologies Inc. is required to collect or remit taxes, those amounts may be added to the applicable invoice.

9. Late Payments

If an invoice is not paid when due, Sivaiah Technologies Inc. may charge interest on overdue amounts at a rate of 2% per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

The client is responsible for reasonable legal fees, collection fees, chargeback fees, administrative fees, court costs, and other costs incurred by Sivaiah Technologies Inc. to collect overdue amounts.

Late payment may also result in suspension or termination of services.

10. Non-Payment and Suspension

Sivaiah Technologies Inc. may suspend, restrict, withhold, disable, or terminate services, work, deliverables, hosting, support, maintenance, access, accounts, deployments, transfers, exports, or handover services if the client fails to pay amounts when due.

Suspension or termination for non-payment does not waive the client’s obligation to pay outstanding amounts.

Sivaiah Technologies Inc. is not responsible for downtime, data loss, service interruption, expired domains, email interruption, hosting suspension, lost business, or other consequences caused by non-payment or payment delays.

11. Third-Party Costs

The client is responsible for all approved or required third-party costs related to the services.

Third-party costs may include:

  • hosting fees;
  • cloud fees;
  • domain registration or renewal fees;
  • email platform fees;
  • software licences;
  • plugins;
  • themes;
  • templates;
  • stock images;
  • fonts;
  • APIs;
  • AI tools;
  • app store fees;
  • payment processor fees;
  • analytics tools;
  • security tools;
  • database services;
  • storage services;
  • other vendor charges.

Third-party fees are generally non-refundable once incurred.

12. Client Responsibilities

The client agrees to:

  • provide accurate information;
  • provide timely access, credentials, permissions, and approvals;
  • provide content, images, logos, branding, copy, data, business rules, legal text, and other required materials;
  • review work and provide feedback within reasonable timelines;
  • make required payments on time;
  • maintain lawful content and business practices;
  • obtain rights to all materials provided to Sivaiah Technologies Inc.;
  • maintain ownership and control of key business accounts unless otherwise agreed;
  • keep credentials secure;
  • comply with applicable laws;
  • cooperate reasonably with Sivaiah Technologies Inc.

Client delays may delay timelines, launch dates, support, delivery, or completion.

13. Client Content and Materials

The client represents that it has the right to provide and use all content, data, images, logos, text, files, trademarks, business names, customer data, software, credentials, and other materials provided to Sivaiah Technologies Inc.

The client is responsible for ensuring that client-provided materials do not infringe intellectual property rights, privacy rights, confidentiality obligations, publicity rights, or other legal rights.

Sivaiah Technologies Inc. is not responsible for legal issues caused by client-provided content, data, instructions, or materials.

14. Approvals and Acceptance

Sivaiah Technologies Inc. may ask the client to review and approve deliverables, milestones, designs, features, content, deployments, configurations, or other work.

If the client approves work, requests launch, uses the deliverable, publishes the deliverable, pays an invoice for the milestone, or fails to provide written rejection within the review period stated in the SOW, the work may be treated as accepted.

Minor issues, cosmetic issues, or future improvement requests do not prevent acceptance unless the SOW states otherwise.

15. Revisions

Revisions are limited to the number and type of revisions stated in the applicable SOW.

Unless expressly stated otherwise, revisions do not include new features, new pages, new designs, new functionality, changes to approved work, business strategy changes, third-party changes, or major scope changes.

Additional revisions may be billed separately.

16. Timelines

Any timelines, milestones, delivery dates, launch dates, or completion estimates are estimates unless expressly stated as firm deadlines in a signed SOW.

Timelines may change due to:

  • client delays;
  • delayed approvals;
  • missing content;
  • missing access;
  • scope changes;
  • third-party delays;
  • technical issues;
  • payment delays;
  • force majeure events;
  • other circumstances outside Sivaiah Technologies Inc.’s reasonable control.

17. Launch

A website, software application, or other deliverable will be launched only when Sivaiah Technologies Inc. determines that launch requirements have been satisfied, including required approvals, access, testing, payment, third-party setup, and client responsibilities.

Sivaiah Technologies Inc. may refuse to launch or deliver final files until required payments are received.

18. Intellectual Property Ownership

Unless a written agreement states otherwise, the client will own the final custom deliverables specifically created for the client under an SOW only after Sivaiah Technologies Inc. receives full payment of all amounts due for those deliverables.

Until full payment is received, Sivaiah Technologies Inc. retains ownership of the deliverables and may withhold files, access, deployment, transfer, or use rights.

19. Sivaiah Pre-Existing Materials

Sivaiah Technologies Inc. retains ownership of all pre-existing materials, tools, templates, frameworks, libraries, methods, know-how, reusable code, internal processes, workflows, systems, documentation, snippets, concepts, techniques, and general knowledge developed or used by Sivaiah Technologies Inc.

To the extent Sivaiah Technologies Inc. pre-existing materials are included in a client deliverable, Sivaiah Technologies Inc. grants the client a limited, non-exclusive, non-transferable licence to use those materials as part of the final paid deliverable for the client’s ordinary business use.

The client may not extract, resell, sublicense, reverse engineer, or separately commercialize Sivaiah Technologies Inc. pre-existing materials unless expressly agreed in writing.

20. Third-Party Materials

Deliverables may include third-party materials such as open-source software, plugins, themes, templates, APIs, SaaS tools, cloud services, fonts, images, libraries, frameworks, SDKs, or platform components.

Third-party materials are governed by their own licences, terms, policies, restrictions, fees, and availability.

Sivaiah Technologies Inc. does not transfer ownership of third-party materials to the client.

The client is responsible for complying with applicable third-party terms and paying required third-party fees unless otherwise stated in the SOW.

21. Open-Source Software

Sivaiah Technologies Inc. may use open-source software where appropriate.

Open-source software is provided under its applicable open-source licence. The client is responsible for complying with applicable open-source licence terms to the extent they apply to the client’s use of the deliverables.

Sivaiah Technologies Inc. is not responsible for changes, vulnerabilities, discontinuation, incompatibility, or licence changes relating to open-source software outside its reasonable control.

22. Portfolio and Marketing Rights

Unless the client provides written notice to Sivaiah Technologies Inc. requesting confidentiality or restriction before publication, the client grants Sivaiah Technologies Inc. permission to identify the client as a client and to display or describe completed work, screenshots, project summaries, business names, logos, and general project information in Sivaiah Technologies Inc.’s portfolio, website, proposals, case studies, social media, and marketing materials.

Sivaiah Technologies Inc. will not intentionally disclose confidential technical, business, financial, security, or sensitive information in portfolio or marketing materials.

A client may request removal of portfolio or marketing references in writing, and Sivaiah Technologies Inc. will use reasonable efforts to remove or modify future public references where practical.

23. Confidentiality

Each party may receive confidential information from the other party.

Confidential information includes non-public business, technical, financial, customer, security, pricing, software, strategy, credential, and project information that should reasonably be understood to be confidential.

Each party agrees to use the other party’s confidential information only for purposes of performing or receiving services and to take reasonable steps to protect it from unauthorized disclosure.

Confidentiality obligations do not apply to information that:

  • is publicly available without breach of this Agreement;
  • was already known lawfully;
  • is independently developed without use of confidential information;
  • is received lawfully from a third party;
  • must be disclosed by law, court order, regulator, or legal process.

24. Privacy and Data

Each party agrees to comply with applicable privacy laws in connection with personal information handled under this Agreement.

The client is responsible for ensuring that it has the legal right to collect, use, disclose, store, transfer, and provide personal information to Sivaiah Technologies Inc. for the services.

The client is responsible for its own privacy policy, cookie notice, consent practices, user notices, retention practices, and legal basis for processing personal information unless otherwise stated in a written agreement.

Sivaiah Technologies Inc. may process client data as necessary to provide the services, support, maintenance, hosting, security, troubleshooting, billing, and administration.

25. Legal Compliance

The client is responsible for ensuring that its business, website, software, application, products, services, content, data, marketing, privacy practices, consumer terms, employment practices, and industry-specific activities comply with applicable laws.

Sivaiah Technologies Inc. does not provide legal, tax, accounting, regulatory, employment, financial, medical, or other professional advice.

The client should obtain independent professional advice where required.

26. Consumer Rights

Where the client is a consumer and applicable consumer protection laws apply, nothing in this Agreement is intended to exclude, restrict, or modify rights that cannot lawfully be excluded, restricted, or modified.

If any term of this Agreement conflicts with mandatory consumer protection law, the mandatory legal requirement will apply to the extent of the conflict.

27. Acceptable Use

The client must comply with Sivaiah Technologies Inc.’s Acceptable Use Policy and must not use the services for unlawful, abusive, harmful, fraudulent, infringing, deceptive, spam-related, malicious, or high-risk activity.

Sivaiah Technologies Inc. may suspend, restrict, or terminate services where it reasonably believes the client has violated the Acceptable Use Policy or created legal, security, operational, reputational, or technical risk.

28. Hosting, Maintenance, and Support

Hosting, maintenance, and support services are provided only if included in the applicable SOW, service plan, subscription, invoice, SLA, or written agreement.

Such services may be subject to separate SLAs, including:

  • Website Hosting and Maintenance SLA;
  • Custom Software and Application Support SLA;
  • Email Setup and Support SLA.

If no SLA applies, Sivaiah Technologies Inc. will provide support on a commercially reasonable basis only.

29. Email Services

Email setup, email support, DNS email configuration, mailbox setup, migration, deliverability troubleshooting, or related services are provided only if included in the applicable SOW or written agreement.

Sivaiah Technologies Inc. does not guarantee email deliverability, inbox placement, spam-filter treatment, uninterrupted email service, blacklist removal, or successful delivery of every message.

30. AI, Automation, and Generated Outputs

If services include AI tools, automation, generated content, prompts, models, third-party AI APIs, or automated workflows, the client acknowledges that outputs may be inaccurate, incomplete, inconsistent, biased, unavailable, or unsuitable for the client’s intended use.

The client is responsible for reviewing and approving AI-generated or automated outputs before relying on them.

Sivaiah Technologies Inc. does not guarantee the accuracy, legality, reliability, or suitability of AI-generated or automated outputs.

31. Security

Sivaiah Technologies Inc. will use commercially reasonable efforts to provide services in a secure and professional manner.

However, Sivaiah Technologies Inc. does not guarantee that any website, software, application, hosting environment, database, email system, account, API, integration, or third-party service will be secure, uninterrupted, immune from attack, free from vulnerabilities, or protected from all unauthorized access.

The client is responsible for using strong passwords, enabling multi-factor authentication where available, limiting access, protecting credentials, and promptly notifying Sivaiah Technologies Inc. of suspected compromise.

32. No Guarantee of Results

Sivaiah Technologies Inc. does not guarantee:

  • sales;
  • revenue;
  • profit;
  • leads;
  • conversions;
  • traffic;
  • search engine rankings;
  • user adoption;
  • business growth;
  • app store approval;
  • payment processor approval;
  • email deliverability;
  • inbox placement;
  • uninterrupted service;
  • perfect security;
  • regulatory compliance;
  • specific performance scores;
  • specific business outcomes.

Any examples, estimates, projections, or discussions of possible outcomes are not guarantees.

33. Warranties Disclaimer

To the maximum extent permitted by law, services and deliverables are provided on an “as is” and “as available” basis unless expressly stated otherwise in a signed written agreement.

Sivaiah Technologies Inc. disclaims all warranties, representations, and conditions not expressly stated in this Agreement, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and suitability for the client’s intended use.

Some jurisdictions do not allow certain exclusions, so some exclusions may not apply to certain clients.

34. Limitation of Liability

To the maximum extent permitted by law, Sivaiah Technologies Inc.’s total liability for any claim arising out of or relating to the services, deliverables, this Agreement, or any SOW will not exceed the fees paid by the client to Sivaiah Technologies Inc. for the affected service during the six months immediately before the event giving rise to the claim.

For fixed-fee projects that are not recurring services, liability will not exceed the fees paid for the specific affected project during the six months immediately before the event giving rise to the claim.

35. Exclusion of Certain Damages

To the maximum extent permitted by law, Sivaiah Technologies Inc. will not be liable for:

  • lost profits;
  • lost revenue;
  • lost business;
  • lost opportunities;
  • loss of goodwill;
  • loss of data;
  • business interruption;
  • downtime;
  • reputational harm;
  • cost of substitute services;
  • indirect damages;
  • incidental damages;
  • consequential damages;
  • special damages;
  • punitive damages.

This limitation applies even if Sivaiah Technologies Inc. was advised of the possibility of such damages.

36. Indemnity

The client agrees to indemnify and hold harmless Sivaiah Technologies Inc., its directors, officers, employees, contractors, subcontractors, agents, and service providers from claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable legal fees, arising from:

  • client content;
  • client data;
  • client instructions;
  • client breach of this Agreement;
  • client breach of applicable law;
  • infringement caused by client-provided materials;
  • misuse of services;
  • unlawful marketing or communications;
  • privacy or data issues caused by the client;
  • third-party claims relating to the client’s business, products, services, users, or customers.

37. Subcontractors

Sivaiah Technologies Inc. may use employees, contractors, subcontractors, freelancers, vendors, hosting providers, software providers, consultants, and other service providers to perform services.

Sivaiah Technologies Inc. remains responsible for managing its subcontractors in relation to the services, subject to the limitations and exclusions in this Agreement.

38. Termination by Client

The client may terminate a project or service by providing written notice to Sivaiah Technologies Inc., subject to the applicable SOW, service plan, subscription term, cancellation policy, and payment obligations.

Upon termination, the client remains responsible for:

  • work already performed;
  • work in progress;
  • approved milestones;
  • non-refundable deposits;
  • third-party costs;
  • committed costs;
  • unpaid invoices;
  • cancellation fees stated in the SOW;
  • transfer, export, migration, or handover fees, if requested.

39. Termination by Sivaiah Technologies Inc.

Sivaiah Technologies Inc. may suspend or terminate services if:

  • the client fails to pay amounts when due;
  • the client breaches this Agreement;
  • the client violates the Acceptable Use Policy;
  • the client fails to cooperate;
  • the client creates legal, security, operational, reputational, or technical risk;
  • the client requests unlawful or unethical work;
  • third-party services become unavailable;
  • continuing the services is commercially, legally, or technically unreasonable.

For urgent legal, security, abuse, non-payment, or operational risks, suspension or termination may occur immediately and without prior notice.

40. Effect of Termination

Upon termination, Sivaiah Technologies Inc. may stop work and stop providing services, access, hosting, maintenance, support, monitoring, backups, updates, deployments, and related services.

Termination does not affect amounts already owed.

Terms that by their nature should survive termination will survive, including payment obligations, intellectual property terms, confidentiality, limitation of liability, indemnity, dispute resolution, and governing law.

41. Transfers, Exports, and Handover

Website transfers, hosting migrations, domain transfers, email migrations, software transfers, repository transfers, app store transfer assistance, account exports, file exports, database exports, backup preparation, documentation, credential handover, and similar transition services are billed separately unless expressly included in the applicable SOW or written agreement.

Sivaiah Technologies Inc. may require payment of all outstanding amounts before providing transfer, export, migration, handover, or backup services.

42. Data Retention and Deletion

After cancellation or termination, Sivaiah Technologies Inc. may retain, archive, or delete client data, files, backups, accounts, websites, applications, email data, or project materials according to the applicable agreement, service schedule, operational practices, and legal requirements.

Sivaiah Technologies Inc. is not required to retain client data indefinitely.

Clients are responsible for requesting any required exports, backups, migrations, or handover services before cancellation or termination takes effect.

43. Force Majeure

Sivaiah Technologies Inc. will not be responsible for delay or failure to perform caused by events outside its reasonable control, including natural disasters, fires, floods, storms, pandemics, labour disputes, power failures, internet failures, cyberattacks, war, terrorism, civil unrest, government action, court orders, provider outages, third-party platform failures, supply interruptions, or other force majeure events.

44. Independent Contractor

Sivaiah Technologies Inc. is an independent contractor.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship, franchise, or fiduciary relationship between the parties.

45. Assignment

The client may not assign or transfer this Agreement without Sivaiah Technologies Inc.’s prior written consent.

Sivaiah Technologies Inc. may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of business, or to an affiliate or successor.

46. Notices

Notices to Sivaiah Technologies Inc. may be sent to:

Sivaiah Technologies Inc.
Website: sivaiah.com
Email: legal@sivaiah.com

Sivaiah Technologies Inc. may send notices to the client using the email address, billing address, account contact, project contact, or other contact information provided by the client.

47. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada.

Subject to any mandatory consumer protection rights or applicable legal requirements, the parties agree that disputes will be resolved in the courts located in Ontario, Canada.

48. Dispute Resolution

The parties agree to try to resolve disputes in good faith before starting formal legal proceedings, except where urgent injunctive relief, collection of unpaid amounts, protection of intellectual property, security action, or legal compliance requires immediate action.

Either party may request a meeting or written discussion to attempt to resolve a dispute.

49. Entire Agreement

This Agreement, together with the applicable SOW, invoices, order forms, service plans, SLAs, policies, and written agreements, forms the entire agreement between the parties regarding the services.

It replaces prior discussions, proposals, emails, statements, or understandings about the same subject matter, except to the extent incorporated into a written SOW or agreement.

50. Severability

If any part of this Agreement is found invalid, unlawful, or unenforceable, the remaining parts will continue in effect.

The invalid, unlawful, or unenforceable part will be interpreted or modified to the minimum extent necessary to make it valid and enforceable, where permitted by law.

51. No Waiver

A failure by Sivaiah Technologies Inc. to enforce any part of this Agreement is not a waiver of its right to enforce that part later.

52. Updates to this Agreement

Sivaiah Technologies Inc. may update this Agreement from time to time. The updated version will be posted with a revised “last updated” date.

Continued use of services after an update means the client accepts the updated Agreement, unless a separate signed agreement states otherwise or applicable law requires a different process.