Our relationship with you
1. We will perform the Services in accordance with applicable professional standards.
2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture partner. Neither you nor we have any right, power or authority to bind the other.
3. We will not assume any of your management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services.
Your responsibilities
4. You shall assign a qualified person to oversee the
performance/development of the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes.
5. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance
(including access to records, systems, premises and people) that we reasonably require to perform the Services.
6. To the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights.
7. You shall be responsible for your personnel’s compliance
with your obligations under this Agreement.
Intellectual property rights
8. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how that we own or license (“Materials”) in performing the Services. We retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them). All of these Materials will be surrendered to the original owner or licensee upon Termination of this agreement.
9. Upon payment for the Services, you may use any Materials provided in the delivery of our Services or included in any reports, as well as the reports themselves as permitted by this Agreement.
Confidentiality
10. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information (other than Tax Advice) provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary.
11. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
Fees and expenses generally
12. You shall pay our professional fees and specific expenses in connection with the Services as detailed in the applicable Statement of Work. You shall also reimburse us for other reasonable expenses incurred in performing the Services agreed upon at time of engagement. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). Unless
otherwise set forth in the applicable Statement of Work, payment is due within 30 days following receipt of each of our
invoices. Any Work requiring prepayment will be explicitly agreed by both parties.
Force majeure
13. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.
Term and termination
14. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement. Payment is due within 30 days following receipt of our invoice
for these amounts.
14.1. All services provided under this agreement are provided on a “month-to-month” basis and can be canceled with a 30-day notice.
Governing law and dispute resolution
15. This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of law. Any dispute, claim or other matter arising out of or relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the Ontario courts, to which each of us agrees to submit for these purposes.
Personal Information
16. We acknowledges and agrees that in the course of making the Services and Content available to Client under this Agreement it may receive, use or access Personal Information in Client’s possession either directly from Client or based upon the user’s interaction with the Services. We agrees that such Personal Information constitutes Client Data. We acknowledges that all Client Data is property of the client and further agrees to surrender all data upon request; furthermore, We agrees to remove and destroy all client data in its possession upon termination of services under this Agreement.
