Terms and Conditions
These terms and conditions are agreed to by The Capent Group Inc., and the individual or company whose details appear on the webpage form filled on the website i.e. www.cansummit.ca .
Responsibilities. CanSummit Canadian Medical Devices & Diagnostics Consulting, a division of The Capent Group Inc., a federal incorporation based out of Ontario, Canada (Consultant) shall, after consultation with Client, exercise independent judgement and control in providing Services under this Agreement. Consultant agrees to comply with all Client policies, procedures, and rules (made known to Consultant) while fulfilling its obligations hereunder.
Equipment and Resources. Consultant shall provide all equipment, tools, books, and other materials used in or required by the Services as outlined herein. For the purposes of uniformity and efficiency, Client may in its sole discretion (upon request) supply or loan certain equipment, tools, and materials. Any such equipment loaned by Client shall be returned in good condition whenever requested by Client, and immediately upon termination of this Agreement. Consultant reserves the right to bring in subject matter experts and team members into the project (including subcontracting to its affiliated third parties), as it sees fit, at its own cost, to deliver agreed upon Service deliverables to the Client in an optimized, effective, and efficient manner.
Fees. In consideration for Services rendered in accordance with this Agreement, Consultant shall be compensated in accordance with this Agreement upon the submission of the appropriate Invoice. Client shall have no liability to Consultant for any amounts other than as set out in this Agreement. Consultant shall be liable for all federal, provincial and income taxes payable in respect of all amounts payable under this Agreement.
Invoicing. Consultant shall invoice Client for Services. No premium fees or overtime rates are allowed unless specifically agreed upon by both Consultant and Client in writing. Client shall pay undisputed invoices as per payment terms mentioned on the invoice.
Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
No Warranty of Success. Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of either Party that (a) the consulting services provided as per this agreement will yield a certain outcome or otherwise be successful or meet its goals, time lines or budgets, or (b) the outcome of the consulting services provided will be commercially exploitable in any respect.
Relationship of the Parties. Consultant is an independent contractor (as such shall not be deemed to be an employee of Client as defined by applicable provincial employment standards legislation). Nothing in this Agreement shall constitute a partnership or Joint venture between the parties.
Confidentiality. Consultant shall regard as confidential all information concerning the business and products of Client, or of Client's affiliates, customers, or of Consultant, if acquired through Consultants relationship with Client. Consultant may inquire whether certain information is confidential, and Client will respond in writing, but all information shall be assumed confidential until the contrary is established. Consultant may show that information is not confidential by proof that it was previously known by Consultant or was in the public domain other than by disclosure for which Consultant is responsible. Consultant shall not disclose or communicate to any person, nor use for Consultant’s own purpose or for purposes other than those of Client, any confidential information. This section survives termination of this Agreement.
Term. Term shall commence on the Start Date of this Agreement and shall terminate on the End date or after 5 years from the agreement effective date, whichever is later, unless terminated by either party in accordance with this Agreement. Either party shall be entitled to terminate this Agreement on 30 days written notice at any time.
Intellectual Property. If the Services include the creation of intellectual property, then, for the purposes of this Agreement the following shall apply: "Work Product" means the deliverables, materials and technology developed, produced or provided to Client by Consultant in performing the Services under this Agreement. “Consultant Technology" means (i) any concepts, inventions, systems, processes, techniques, methodologies, know-how, data, tools, templates, technology, documentation or any other information, data or materials, and any expression of the foregoing, developed by, owned by or licensed to Consultant prior to the provision of the Services under this Agreement and (ii) all improvements, enhancements or derivatives thereto developed by Consultant for the purpose of providing Services under this Agreement.
Consultant acknowledges and agrees that all proprietary right, title and interest in and to the Work Product (exclusive of all Consultant Technology), including all intellectual property rights therein, shall be owned by Client. Client acknowledges and agrees that all proprietary right, title and interest in and to the Consultant Technology, including all intellectual property rights therein, are owned by Consultant and/or its Iicensors. Consultant hereby grants to Client a non-exclusive, non-transferable, royalty-free right to use any Consultant Technology incorporated into the Work Product solely for Client's own internal purpose in conjunction with the use of the Work Product. Client shall have no right to sublicense or modify any Consultant Technology for any purpose. This section survives termination of this Agreement.
Marketing Materials. The Client grants the Consultant and its Affiliates permission to use the Client’s name and logo in marketing materials of the Consultant or its Affiliates. Such permission shall remain in force until it is revoked by the Client in writing to the Consultant. The Consultant or its Affiliates, as applicable, shall include a trademark attribution notice giving notice of the Client’s ownership of its trademarks in the marketing materials in which the Client’s name and logo appear.
Case Studies. The Client or Consultant may wish to develop case studies on the Services delivered by the Consultant on behalf of the Client. Other than the provisions of the ‘Marketing Materials’ clause above that allow for the use of the Client’s name and logo in marketing materials of the Consultant or any of its Affiliates, the parties undertake that they shall not engage in any advertising or promotional activity that positively identifies the other party to specific projects or Services rendered by the Consultant, without receiving the written consent of the other party prior to publication or announcement.
Governing Law. This Agreement shall be governed by and interpreted under the laws of Ontario.
Notice. Any notice or invoice relating to this Agreement shall be in writing and delivered in person or by mail, facsimile, or electronic mail to the address set forth herein.
Termination. Either party shall have the right to terminate this Agreement immediately, upon written notice, if the other party becomes insolvent, or proceedings are instituted against such other party for reorganization or other relief under any bankruptcy law. Either party shall have the right to terminate this Agreement, for whatever reason, at any time, by providing the other party with thirty
(30) days' prior written notice. Termination of this Agreement for any reason does not relieve Client or Consultant from any obligations hereunder or for liability and damages for breach of this Agreement, including payment for any non-cancellable expenses incurred by or arrangements made by the Consultant for the provision of the Services hereunder in advance of the notice of termination nor for the payment of any services performed by Consultant before termination.
Obligation of Consultant upon Termination. Upon Client's request at any time, or upon termination of this Agreement, Consultant shall cease using confidential information obtained from Client, and promptly return to Client all copies, correspondence, memos, summaries, samples, and compilations of such information, so that Consultant will no longer possess or control confidential information in either electronic or paper format other than as is necessary for Consultant to prove compliance with this Agreement. Any shipping and handling expenses will be payable by the Client.
Anti-Corruption Compliance. Neither party shall perform any actions that are prohibited by local and other anti-corruption laws (collectively "Anti Corruption Laws") that may be applicable to one or both parties to the Agreement. Without limiting the foregoing, neither party shall make any payments, or offer or transfer anything of value, to any government official or government employee, to any political party official or candidate for political office or to any other third party related to the transaction in a manner that would violate Anti-Corruption Laws.
General. (a) Any amendments to this Agreement must be in writing and signed by both parties. (b) No waiver of any provision of this Agreement shall constitute a waiver of any other provision (Whether or not similar), nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. (c) No presumption shall operate in favour of or against any party hereto as a result of any responsibility that any party may have had for drafting this agreement (d) Should there be a discrepancy between the terms and conditions contained in any Schedules or Exhibits to the Agreement and those in the main body of this Agreement, the terms and conditions in the main body of the Agreement govern. (e) This agreement supersedes all prior agreements between the Parties regarding the subject matter of this Agreement and expresses the final agreement between the Parties. In executing this Agreement, neither Party has been induced by or has relied upon or regarded as material, any representations or premises not incorporated in this Agreement. The Consultant reserves its sole right to make amendments to any section of this agreement or offer different terms to any other client(s) as needed by the business situation with such client(s), in our sole and unrestricted judgement.
Limitation of Liability. The Consultant's entire liability to the Client under this agreement for damages from any cause whatsoever, and regardless of the form of action or the cause of action, whether in contract or in tort (including negligence), strict liability, breach of a fundamental term, fundamental breach or otherwise, shall not exceed the amount actually paid to the Consultant by the Client under this agreement for the concerned specific project or consulting service module. Under no circumstances will the Consultant become liable to the Client for payment of any loss of profits, sales revenue, or goodwill.
Indemnity. The Client agrees to indemnify and save harmless the Consultant from and against all costs, charges, and expenses (including legal fees and disbursements) reasonably incurred by the Consultant in respect of any third party civil or administrative action or proceeding to which it may be made a party and which is related to, arises out of, or is in any way associated with this engagement except that the foregoing shall not apply to any costs, charges, and expenses in respect of any matters which are finally determined to have resulted from the negligent, wrongful, or willful acts or omissions of the Consultant
EFFECTIVE DATE: Date of electronic acceptance of these terms and conditions by the concerned individual or company on the CanSummit website (www.cansummit.ca) (“Effective Date”)
AGREED TO AND ACCEPTED by both the parties.