Terms of Service Agreement
The Services and/or Deliverables that Construct-Assist Inc. (“Consultant”) provides to it’s clients (“Company”) is subject to the following Terms of Service Agreement (“Agreement”). Construct-Assist Inc. reserves the right to update the Agreement at any time without notice to Company. The most current version of the Agreement can be reviewed by clicking on the “Terms of Service” hypertext link located at the bottom of our Web page (www.constructassist.ca).
This Agreement is entered into and made effective as of the first date of Company contacting Consultant to request Services/Deliverables (“Effective Date”) by and between the Company requesting Services/Deliverables (“Company”) and Construct-Assist Inc. (“Consultant”). Each of Company and Consultant may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
WHEREAS, Company wishes to have Consultant provide assistance to Company with its business as it relates to its business administration, and any other duties as requested (“Services”) and to provide any and all related documents (“Deliverables”);
NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good, valuable, and legal consideration as agreed to between the parties, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
Company hereby appoints Consultant as its representative to devote its best efforts in the provision of the Services and Deliverables in accordance with the terms and conditions of this Agreement. Company acknowledges that services provided by the Consultant are administrative only and any Services provided are not construed as legal advice and Deliverables delivered are not in any way guaranteed to be fit for the Company’s intended purpose.
2. Independent Contractor:
a. The relationship of the Parties under this Agreement is, and will at all times remain, one of independent contractors and not that of employer and employee, franchisor and franchisee or joint venture. This Agreement does not establish Consultant as Company’s representative or agent for any purposes other than to solicit Services.
b. Consultant is not authorized to enter into contracts in Company’s name or to transact any business in the name of Company, or to assume or create any obligation or responsibility binding on Company in any matter whatsoever, with any other party.
c. Consultant is responsible for reporting and remittance of all incurred federal and/or provincial taxes (including GST), Canada Pension Plan (CPP) contributions, employment insurance (EI) premiums and income tax from remuneration or other types of income. There will be no source deductions taken from compensation paid to Consultant by Company.
3. Consultant Duties:
a. Consultant agrees to comply with all applicable requirements of federal, provincial, and local laws, ordinances, administrative rules and regulations relating to Consultant’s performance of the obligations under this Agreement.
b. Consultant will prioritize performance of the Services as may be necessary and will make reasonable efforts to perform the Services within the time(s) requested by the Company. Consultant shall provide the Services under the general direction of Company, but Consultant shall determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished. Consultant shall use commercially-reasonable efforts to ensure that all Deliverables shall be designed to comply with the Company’s standards.
c. Consultant will not use any employees of Company or materials referencing Company or Services that have not been approved by Company.
d. Consultant will make no representations or warranties relating to the Services or Deliverables.
e. Consultant will be identified as an authorized agent of Company only with respect to the Services and will otherwise be identified as an independent business. Neither Party will make any express or implied agreements, guarantees, or representations or incur any debt in the name of or on behalf of the other Party.
f. Consultant will not use deceptive, illegal, misleading, or unethical practices and will not make any false or misleading representations with regard to the Services or Company.
g. All costs and expenses incurred by Consultant in performing the Services (including by way of example only, phone, and travel) and other expenses will be borne by Consultant and will not be reimbursed by Company, unless prior agreement by the Company.
h. Consultant represents that no law or agreement with other parties that would prohibit Consultant from entering into this Agreement with Company.
i. Consultant shall have the right at any time to change or modify the terms and conditions applicable to its Services and/or Deliverables, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on our website at www.constructassist.ca or by electronic or conventional mail, or by any other means by which Company obtains notice thereof. Any use of Consultant’s Services or Deliverables by Company after such notice shall be deemed to constitute acceptance by Company of such changes, modifications or additions.
4. Company Obligations:
a. Company shall compensate Consultant within seven (7) days of receipt of Consultant’s invoice. Consultant’s rates shall be as presented to Company and agreed to in writing. This compensation may be amended by mutual agreement of the Parties.
b. Company will comply with all applicable requirements of federal, provincial, and local laws, ordinances, administrative rules, and regulations relating to Company’s performance of its obligations under this Agreement.
c. Company shall provide the Consultant with all necessary materials, approvals, and instructions necessary to carry out the Services, in electronic format, via email.
d. Company acknowledges and agrees that Consultant’s ability to meet any and all schedules is entirely dependent upon Company’s prompt performance of its obligations to provide materials and written approvals and/or instructions and that any delays in Company’s performance or Changes in the Services or Deliverables requested by Company may delay delivery of the Deliverables.
e. Company shall not disclose, divulge, reveal, report or use, for any purpose, Consultant’s compensation to any third-party.
a. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Company which would reasonably be considered to be proprietary to the Company including, but not limited to, accounting records, business processes, and Company records and that is not generally known in the industry of the Company and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.
b. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Company or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
c. Consultant agrees to use all reasonable efforts to protect unauthorized use or distribution of Confidential Information and Consultant agrees to use at least the same degree of care to prevent disclosing to third parties the Confidential Information as Company uses to protect its own Confidential Information. Consultant further agrees not to disclose or permit any third-party access to the Confidential Information, except such disclosure or access will be permitted in order to perform the Services.
6. Ownership of Intellectual Property
a. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Company; however, re-distribution of the Deliverables is strictly prohibited, without the express written consent of the Consultant.
This Agreement will commence on the first day Company requests Services or Deliverables and will continue in full force and effect until completion of the Services and delivery of the Deliverables, unless terminated by either Party by written notice.
Either Party may terminate this Agreement for convenience upon 15 days prior written notice to the other Party. Either Party may terminate this Agreement effective immediately by written notice if it is discovered that the other Party has intentionally or in a willful, wanton or reckless manner made any material, false representation, report or claim relative to this Agreement; or engaged in any deceptive trade practices. Upon termination of this Agreement, Consultant will immediately: (a) discontinue any and all uses of Company’s data; (b) destroy any and all Company’s data and other Confidential Information; and (c) cease representation, in any manner, as a Consultant of Company. Upon termination of this Agreement, Consultant will receive no further compensation from Company, other than for Services rendered and Deliverables delivered up to the date of termination.
If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable, and the Parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the Parties.
10. No Waiver:
This Agreement may not be altered, modified, or amended in any way except in writing signed by both Parties. The failure of a Party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.
11. Entire Agreement:
This Agreement and the attachments hereto represent and constitute the entire agreement between the Parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the Consultant and Company.
12. Governing Law:
The Parties hereby agree that this Agreement is governed by the laws of the Canada and the province of Alberta without reference to rules governing choice of laws. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the provincial and federal courts of Calgary, Alberta which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.
All notices, demands, or other communications required or permitted to be given under this Agreement by either Party to the other may be affected by email.
The Parties, by their authorized representatives, have executed this Agreement as of the Effective Date.