CANADA - Standard Terms and Conditions - Amazing Bussiness Result

Amazing Business Results

Standard Terms and Conditions

Last updated on March 21, 2022

These Standard Terms and Conditions shall apply to any engagement or project of Amazing Business Results (“ABR”, “Consultant”, “we”, or “us”) and the client (“Client” or “you”) (Consultant and Clients are sometimes referred to as “party” or “parties” in this Agreement), unless specifically provided in the Zoho CRM Productivity Package and Consulting Master Services Agreement, the Statement of Work, attachment, Schedule, Exhibit, or any other document into which these Standard Terms and Conditions are incorporated (collectively, the “Agreement”). Please note that these Standard Terms and Conditions are subject to change any time at the sole discretion of Consultant. It is the Client’s responsibility to review the Standard Terms and Conditions by visiting the pages https://www.amazingbusinessresults.com/terms-and-privacy/ and https://www.amazingbusinessresults.com/standard-terms-and-conditions/ to ensure the continued agreement with all applicable terms. While reasonable efforts may be made by Consultant to notify Client about any changes to these Standard Terms and Conditions, Consultant does not assume any responsibility to do so.

For convenience reasons and ease of reference, Consultant and Client are sometimes referred to individually as the “Party” and collectively as the “Parties” in this Agreement.

WHEREAS, Client is of the opinion that Consultant has the necessary qualifications, experience, and abilities to provide consulting services to Client; and Client desires to retain Consultant to provide certain consulting services and deliverables described herein upon the terms and conditions hereinafter set forth,

WHEREAS, Consultant is willing to provide such consulting services and deliverables to Client, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

“Action” has the meaning set forth in 12.1.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Change of Scope of Services” has the meaning set forth in 5.1.

“Confidential Information” means any information that is treated as confidential by a Party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”. Confidential information also includes all written and oral information and material disclosed or provided by Client to Consultant under this Agreement regardless of whether such information was provided before or after the date of this Agreement or how it was provided to Consultant by Client. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

“Client” has the meaning set forth in the preamble.

“Client Contract Manager” has the meaning set forth in 4.1(a).

“Client Equipment” means any equipment, systems, technology, or facilities provided or maintained by Client and used directly or indirectly in the provision of the Services, where applicable.

“Client Materials” any documents, data, know-how, methodologies, software, and other materials provided to Consultant by Client, including computer programs, reports, and specifications.

“Consultant” has the meaning set forth in the preamble.

“Consultant Account Manager” has the meaning set forth in 3.1(a)(i).

“Consultant Equipment” means any equipment, systems, technology, or facilities provided by or on behalf of Consultant and used directly or indirectly in the provision of the Services, where applicable.

“Consultant Personnel” means all employees and Permitted Subcontractors, if any, engaged by Consultant to perform the Services.

“Consultant Proposal” means Client’s Request for Proposal for the Services and Consultant’s response, where applicable, attached as Exhibit A, describing how Consultant proposes to carry out the Services, where applicable.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by Law to be closed for business.

“Deliverables” means all documents, work product, and other materials that are delivered to Client hereunder or prepared by or on behalf of Consultant in the course of performing the Services, including any items identified as such in the Statement of Work.

“Disclosing Party” means a party that discloses Confidential Information under this Agreement.

“Dollar” means a U.S. Dollar.

“Force Majeure Event” has the meaning set forth in 15.

“Initial Term” shall mean the term during which the applicable Statement of Work is in effect.

“Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Hourly-based Services” has the meaning set forth in Section 2.2(a)(ii).

“Key Personnel” means any Consultant Personnel who is identified as being key in the Statement of Work, where applicable.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any Province, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Package Expiration Date” with respect to Subscription-Based Services, date on which the term of this Agreement expires.

“Permitted Subcontractor” has the meaning set forth in 3.1(h).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Pre-Existing Materials” means the pre-existing materials specified in the Statement of Work/all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, technology platforms, and specifications, provided by or used by Consultant in connection with performing the Services, in each case developed or acquired by the Consultant prior to the commencement or independently of this Agreement.

“Project” means a project as described in the Statement of Work.

“Project-based Services” has the meaning set forth in 2.2(a)(i).

“Project Milestone” means an event or task described in the Statement of Work which shall be completed by the relevant date set forth in the Statement of Work.

“Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.

“Renewal Term” has the meaning set forth in 7.

“Services” mean the consulting and other services to be provided by Consultant under this Agreement, as described in more detail in the Statement of Work, and Consultant’s obligations under this Agreement.

“Statement of Work” or “SOW” means the Statement of Work entered into by the Parties and attached to this Agreement, substantially in the form of Exhibit B. The Parties would enter into additional SOWs, depending on Client’s additional requests for Services to be provided under this Agreement. This Agreement shall be treated as a master agreement.

“Subscription-Based Services” has the meaning set forth in Section 2.2(a)(iii).

“Term” has the meaning set forth in Section 7.

2. Services

2.1 Consultant shall provide the Services to Client, as described in more detail in the Statement of Work in accordance with the terms and conditions of this Agreement.

2.2 Each Statement of Work shall include the following information, if applicable:

(a) a detailed description of the Services to be performed pursuant to the Statement of Work, generally falling within one of three or any and all of the below Services categories:

Project-based Services – Services performed under this approach will be performed on a fixed fee basis. Any out-of-scope Services will be performed at standard hourly rates set forth in the Statement of Work, as applicable.
Hourly-based Services – Services performed under this approach will be performed on a standard hourly basis.
Subscription-Based Services – Services performed under this approach will be performed based on a pre-paid package of consulting hours purchased by Client, as described in the applicable Statement of Work. Any out-of-scope Services will be performed at reduced hourly rates set forth in the Statement of Work, as applicable. However, if Client cancels Subscription-based Services prior to the Package Expiration Date, any Services rendered by Consultant up to and including the date of cancellation will be charged at standard hourly rates (for which purpose, the total fees will be recalculated based on such standard hourly rates).

(b) the date upon which the Services will commence and the term of such Statement of Work;

(d) the fees to be paid to Consultant under the Statement of Work;

(e)the Project implementation plan, including a timetable, where applicable;

(f)Project Milestones and payment schedules, where applicable;

(g)any criteria for completion of the Services/Project, where applicable;

(h)procedures for the testing and acceptance of the Services and Deliverables by Client, where applicable and to the extent there are any difference from 6; and

(i)any other terms and conditions agreed upon by the parties in connection with the Services to be performed pursuant to such Statement of Work.

3. Consultant’s Obligations.

3.1 . The Consultant shall:

(a) appoint:

a Consultant employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Consultant in connection with matters pertaining to this Agreement (the “Consultant Account Manager”); and
Key Personnel/Consultant Personnel, who shall be suitably skilled, experienced, and qualified to perform the Services;

(b) maintain the same Consultant Account Manager and other Key Personnel throughout the Term of this Agreement except for changes in such personnel due to:

Client’s request pursuant to 3.1(c); or
the resignation or termination of such personnel or other circumstances outside of Consultant’s reasonable control;

(c) upon the reasonable written request of Client, use its best efforts to promptly replace the Consultant Account Manager and any other Consultant Personnel;

(d) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services;

(e) prior to any Consultant Personnel performing any Services hereunder: (i) ensure that such Consultant Personnel have the legal right to work in Canada; and (ii) at its sole cost and expense, conduct background checks on such Consultant Personnel, which background checks shall comprise, at a minimum, a review of credit history, references, and criminal record, in accordance with province, and local law;

(f) comply with, and ensure that all Consultant Personnel comply with, all rules, regulations, and policies of Client that are communicated to Consultant in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures;

(g) maintain complete and accurate records of the time spent and materials used by Consultant in providing the Services in such form as Client shall approve. During the Term, upon Client’s written request, Consultant shall use its best efforts to allow Client or Client’s representative to inspect and make copies of such records and interview Consultant Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Client provides Consultant with at least ten (10) business days/reasonable advance written notice;

(h) engage any Person, including all subcontractors and Affiliates of Consultant, other than Consultant’s employees, to provide any Services and Deliverables to Client, as may be necessary in Consultant’s sole discretion (each such subcontractor or other third party, a “Permitted Subcontractor”). In case Consultant is using Permitted Subcontractor, Consultant shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Consultant’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Client and any Consultant subcontractor or supplier; and

(i) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement.

3.2 Client understands and acknowledges that should Consultant recommend that Client retain the services of a third party, Consultant assumes no responsibility or liability for any such third party, whether retained by Client or not. In addition, Client is not required to retain the services of any third party by Consultant or act in any way on recommendation made by Consultant.

3.3 Client understands and acknowledges that should Client wish to use the services or products of a third party recommended by Consultant, Client will engage such a third party directly. Unless explicitly stated in this Agreement, Consultant will not be a party of any agreement, whether written or verbal, between Client and any third party. Consultant assumes no responsibility or liability for any issues arising from such third-party engagement by Client. Furthermore, Consultant makes no representations or warranties with respect to services or products provided to Client by a third party.

3.4 Consultant is responsible for all Consultant Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments, and disability benefits.

3.5 Consultant acknowledges that time is of the essence with respect to Consultant’s obligations hereunder and that prompt and timely performance of all such obligations is strictly required.