Terms and Conditions
RapidTour of 3 Caledonia Ave, Caledonia, Ontario, N3W 2L1
(the "Service Provider")
BACKGROUND:
The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Services Provided
The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the "Services") consisting of Web Design, Web Hosting, Email Hosting, Data Backup, Photography, Virtual Tour creation and Custom Programming and such services as described in the "order".. The Services will also include any other tasks, which the parties may agree on. The Service Provider hereby agrees to provide such Services to the Customer.
Term of Agreement
The term of this Agreement will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement, with the said term being capable of extension by mutual written agreement of the parties.
In the event that either party wishes to terminate this Agreement, that party will be required to provide a notice period of 30 Days.
Except as otherwise provided in this Agreement, the obligations of the Service Provider will terminate upon the earlier of the Service Provider ceasing to be engaged by the Customer or the termination of this Agreement by the Customer or the Service Provider.
Performance
The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Compensation
For the services rendered by the Service Provider as required by this Agreement, the Customer will pay to the Service Provider compensation on the following basis: The customer will pay the Service provider for his services as set forth in the "order".
This compensation will be payable as set forth in the "order" while this Agreement is in force.
The Customer is entitled to deduct from the Service Provider's compensation any applicable deductions and remittances as required by law.
Additional Compensation
In addition to the above compensation, the Service Provider will be entitled to the following compensation for performing the Services: Web hosting, Blog Hosting and Forum Hosting will be billed 3 months in advance in accordance to the monthly rate set forth in the "order".
Provision of Extras
The Customer agrees to provide, for the use of the Service Provider in providing the Services, the following extras: Documents, Photos, CD's, DVD's, Electronic Data, videos and other such digital media to be used on the website.
Reimbursement of Expenses
The Service Provider will be reimbursed for If Travel is required to the customer's facility above 30km (Round Trip) there will be a $0.50 per kilometer. If any photography service is required it will be billed out at $75.00 per hour plus travel. If any "custom" graphic arts work is required it will be billed at $75.00 per hour. However, no work will commence until the customer agrees in writing to this work., incurred by the Service Provider in connection with providing the Services hereunder. The Service Provider will furnish statements and vouchers to the Customer for all such expenses.
Payment Penalties
In the event that the Customer does not comply with the rates, amounts or dates of pay provided in this Agreement, a late payment penalty will be charged as follows: The customer will pay interest on any late payment at the annual interest rate of 24 percent. All Web Hosting Payments must be receive before the 1st of the month and failure to pay may result in discontinuation of service and a possible reconnection fee of $25.00..
Performance Penalties
No performance penalty will be charged if the Service Provider does not perform the Services within the time frame provided by this Agreement.
Confidentiality
The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with respect to the business of the Customer, which the Service Provider has obtained, except as may be necessary or desirable to further the business interests of the Customer. This obligation will survive 3 months upon termination of this Agreement.
Non-Competition
Other than with the express written consent of the Customer, which will not be unreasonably withheld, the Service Provider will not, during the continuance of this Agreement or within 3 months after the termination of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Customer, divert or attempt to divert from the Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to termination of this Agreement.
Non-Solicitation
Any attempt on the part of the Service Provider to induce to leave the Customer's employ, or any effort by the Service Provider to interfere with the Customer's relationship with its employees or other service providers would be harmful and damaging to the Customer.
The Service Provider agrees that during the term of this Agreement, the Service Provider will not in any way directly or indirectly:
induce or attempt to induce any employee or other service provider of the Customer to quit employment or retainer with the Customer;
otherwise interfere with or disrupt the Customer's relationship with its employees or other service providers;
discuss employment opportunities or provide information about competitive employment to any of the Customer's employees or other service providers; or
solicit, entice, or hire away any employee or other service provider of the Customer.
Ownership of Materials
All materials developed, produced, or in the process of being so under this Agreement, will be the property of the Customer. The use of the mentioned materials by the Customer will not be restricted in any manner.
The Service Provider may retain use of the said materials and will not be responsible for damages resulting from their use for work other than services contracted for in this Agreement.
Return of Property
Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.
Assignment
The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
Capacity/Independent Contractor
It is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee in providing the Services under this Agreement. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.
Notice. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties of this Agreement as follows:
"Customer"
RapidPage
3 Caledonia Ave, Caledonia, Ontario, N3W 2L1
Fax Number: 905-765-4318
Email: sales@rapidpage.ca
or to such other address as to which any Party may from time to time notify the other.
Costs and Legal Expenses
In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Limitation of Liability
It is understood and agreed that the Service Provider will have no liability to the Customer or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the Services.
Indemnification
The Service Provider will indemnify and hold the Customer harmless from any claims against the Customer by any other party, arising directly or indirectly out of the provision of the Services by the Service Provider.
Enurement
This Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Canadian dollars.
Titles/Headings
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Province of Ontario, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Dispute Resolution
In the event a dispute arises out of or in connection with this Agreement the parties will attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Ontario. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Ontario.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Additional Provisions
COPYRIGHT All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by RAPIDPAGE or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property lawsand treaties.
NO WARRANTIES RAPIDPAGE expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided “As Is” without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. RAPIDPAGE does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. RAPIDPAGE makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. RAPIDPAGE further expressly disclaims any warranty or representation to Authorized Users or to any third party.
LIMITATION OF LIABILITY In no event shall RAPIDPAGE be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of ‘Authorized Users' use of or inability to use the SOFTWARE PRODUCT, even if RAPIDPAGE has been advised of the possibility of such damages. In no event shall RAPIDPAGE be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. RAPIDPAGE shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
