TERMS AND CONDITIONS

Intention to Create Legal Relations. The parties hereto intend to create legal relations.
Opportunity to Obtain Independent Legal Advice. The parties each acknowledge that they have either obtained independent legal advice or have declined the opportunity to do so with respect to this Agreement prior to its execution.
Joint and Several. If the Customer consists of one or more individuals, persons, or entities, their obligations hereunder shall be joint and several.
Independent Contractor. It is expressly agreed upon by the parties that the Contractor is acting as an independent contractor and not as an employee. The Customer and the Contractor acknowledge that this Agreement does not create a partnership or joint venture between them, and that this is exclusively a contract for service.
Limitation of Liability Provision. Notwithstanding any other provision in this Agreement or any applicable statutory provisions, the Contractor shall not be liable to the Customer for special, incidental or consequential damages or damages for loss of use arising directly or indirectly from any breach of this Agreement, fundamental or otherwise or from any tortious acts or omissions of their respective employees or agents and in no event shall the liability of the Contractor exceed the value of this Agreement.
Indemnification. The Customer agrees to indemnify and hold harmless the Contractor, and its respective affiliates, officers, agents, employees, sub-contractors and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees and costs of any kind or amount whatsoever, on a solicitor-client basis, which result from or arise out of any act or omission of the Contracting Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification shall survive the termination of this Agreement.
Proprietary Information of the Customer. The Customer’s engagement with the Contractor will give the Contractor access to private, proprietary and confidential information belonging to the Customer, its clients, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as the “Customer’s Confidential Information”). The Customer’s Confidential Information includes but is not limited to client lists, the personal information of clients, marketing plans, proposals, contracts, technical and/or financial information, databases and know-how. The Customer’s Confidential Information remains the confidential and proprietary information of the Customer.

The Contractor shall, both during and after the termination of the Agreement with the Customer, keep the Customer’s Confidential Information confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Customer. The Contractor may, however, use or disclose the Customer’s Confidential Information which:

(i) is or becomes public, other than through a breach of this Agreement;

(ii) is known to the Contractor prior to the date of this Agreement and with respect to which the Contractor does not have any obligation of confidentiality; or

(iii) is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided that Contractor informs the Customer of such requirement in sufficient time to allow the Customer to avoid such disclosure by the Contractor.

The Contractor shall return or destroy, as directed by the Customer, the Customer’s Confidential Information and any other property of the Customer to the Customer upon request by the Customer at any time.

Notwithstanding anything else in this Agreement, the Contractor agrees to comply with all laws respective or applicable to the collection, use and disclosure of proprietary and/or personal information pertaining to: (i) the Customer; and (ii) the clients of the Customer. The Contractor shall immediately notify the other if they become aware of any improper use or disclosure of proprietary or personal information.

Proprietary Information of the Contractor. The Customer’s engagement with the Contractor may give the Contractor access to private, proprietary and confidential information belonging to the Contractor, its employees and/or the Contractor’s agents (the proprietary and confidential information is collectively referred to in this Agreement as the “Contractor’s Confidential Information”). The Contractor’s Confidential Information includes but is not limited to login information, software systems, the personal information of the Contractor, marketing plans, proposals, contracts, technical and/or financial information, databases and know-how. The Customer’s Confidential Information remains the confidential and proprietary information of the Client.

The Customer shall, both during and after the termination of the Agreement with the Contractor, keep the Contractor’s Confidential Information confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Customer.

The Customer shall return or destroy, as directed by the Contractor, the Customer’s Confidential Information and any other property of the Contractor to the Contractor upon request by the Contractor at any time.

Notwithstanding anything else in this Agreement, the Customer agrees to comply with all laws respective or applicable to the collection, use and disclosure of proprietary and/or personal information pertaining to: (i) the Contractor; and (ii) the agents of the Contractor. The Customer shall immediately notify the other if they become aware of any improper use or disclosure of proprietary or personal information.

License. The Customer hereby grants a license to the Contractor for the use of the Customer’s trademark and/or logo for the purpose of providing the Contractor Services.

The Contractor confirms that any logo or trademark used will not be altered or misused in any manner including its size, proportions, font, design, arrangement and color. It will not be animated, morphed or otherwise distorted in perspective or appearance. The logo and trademark will be displayed in a positive manner and will not be used in misleading information.

Interest: Fees are payable on the date the account is rendered and if the fees remain outstanding after thirty (30) days, interest will be charged on the outstanding balance at the rate of 1.5% per month (18% per annum).
Termination by Notice. Any training program must be paid in full and there can be no early termination prior to completion of the training program and payment schedule.
Termination of Marketing Services. For marketing services (such as done-for-you Facebook or Google Ads), the agreement can be terminated within 30 days of the end date of the agreement.
No Amendments. This Agreement may not be modified or amended except by instrument in writing signed by the parties hereto.
Further Assurances. Each of the parties to this Agreement shall promptly do, make, execute and deliver, or cause to be done, made, executed and delivered, all such further acts, documents and things as the other party may reasonably require from time to time at the expense of the requesting party for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within his or her or its power to implement to their full extent the provisions of this Agreement.
Time. Time shall be of the essence in all respects of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan, and the laws of Canada applicable therein. The parties hereto hereby irrevocably attorn to the jurisdiction of the Province of Saskatchewan and that the exclusive venue of the resolution of any dispute arising from the provisions of this Agreement shall lie with any court of competent jurisdiction in the City of Regina, Saskatchewan.
Force Majeure. A party whose performance is prevented, restricted or interfered with by reason of a force majeure condition including, but not limited to, fires, accidents or casualties, acts of God, severe weather conditions, war or other violence, or any other law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency (“Force Majeure”) shall be excused from such performance to the extent of such Force Majeure condition provided that such party takes all reasonable steps to avoid or remove such causes or non-performance, if possible, and immediately continues performance whenever and to the extent such causes are removed.
Enurement. All of the terms and provisions in this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.
Notice Provision. Any notice required or permitted to be given hereunder of any tender or delivery of documents may be given by delivering or emailing the same to the other party at the following addresses or email addresses stated on page one (1) of the work order and any such notice, document or monies delivered or emailed shall be deemed to have been delivered on the date of delivery or email.
No Assignment. This Agreement is not assignable without the prior written consent of the parties and any attempt to assign any of the rights, duties or obligations of this Agreement without written consent is void.
Non Contra Proferentum. Each party hereto acknowledges that it has reviewed and participated in settling the terms of this Agreement, and the parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.
Entirety. This Agreement and all attached schedules constitute the entire Agreement between the parties to this Agreement pertaining to the subject-matter hereof and supersede all prior and contemporaneous Agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other Agreements between the parties in connection with the subject-matter of this Agreement except as specifically set forth herein.
Severability. It is intended that all provisions of this Agreement shall be fully binding and effective between the parties, but in the event that any particular provision or provisions or a part of one is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision or provisions or part of the provision shall be deemed severed from the remainder of this Agreement and all other provisions shall remain in full force.