Standard Terms & Conditions

This Agreement sets forth the terms and conditions under which Telecom (Telecom Computer) will furnish certain Services, as defined herein, to the Customer named on the Telecom Computer invoice. This Agreement, and each Statement of Work if applicable, shall be effective when invoiced to the Customer by Telecom Computer.

1. DEFINED TERMS

1.1. In this Agreement:

1.1.1. "Agreement" means this general services agreement and any Statement of Work, schedule, addendum or amendment signed by the parties hereto and references this agreement;

1.1.2. "Confidential Information" means any information which either party considers proprietary, which is not generally known to the public and which the disclosing party delivers or communicates to the receiving party in confidence;

1.1.3. "Services" means the services to be provided by Telecom pursuant to this Agreement as more particularly described in a Statement of Work.

1.1.4. "Statement of Work" means a supplement to this Agreement, describing in detail the Services to be performed and Work Product to be delivered by Telecom and the amounts to be paid by Customer; and

1.1.5. "Work Product" means all product, equipment, software, documentation or other materials to be developed and/or delivered by Telecom pursuant to this Agreement, as more particularly described in a Statement of Work if applicable.

2. TELECOM'S OBLIGATIONS

2.1. Telecom will perform and supply and the Customer will accept the Services and Work Product, in accordance with the terms of this Agreement and each Statement of Work if applicable. All products are quoted FOB Telecom Computer unless otherwise stated.

2.2. If the Customer wishes at any time to request a change in the Services or Work Product, the Customer will, unless otherwise specified in the Statement of Work, make a written change request. Telecom will evaluate and respond to any change request as quickly as Telecom's commitments to the Customer and others permits and will advise Customer in writing of any impact on the cost of and delivery schedule for any Services or Work Product as a result of any proposed change. Customer and Telecom will negotiate in good faith any changes to costs or delivery schedule arising from a requested change in Services or Work Product. Upon confirmation from Customer, Telecom will proceed with the change, at the price and upon the terms agreed upon and the applicable Statement of Work shall be deemed to be amended accordingly. Telecom reserves the right to charge Customer, at its standard time and materials rates, for any time spent evaluating and responding to a change request which Customer elects not to implement.

2.3. Product returns are not permitted unless authorized by the manufacturer of the product.

3. CUSTOMER'S OBLIGATIONS

3.1. Customer will provide Telecom with timely and accurate information and documentation, as reasonably required by Telecom to perform the Services. Customer will also make available to Telecom personnel familiar with Customer's requirements, with the expertise necessary to permit Telecom to undertake and complete the Services. Such Customer personnel will participate fully in the Customer project, as required by Telecom.

3.2. Customer is responsible for ensuring that all Services performed and Work Product delivered by Telecom are accurate, meet Customer's requirements and conform to the applicable Statement of Work. Unless otherwise specified in the Statement of Work, Customer will have 14 days following the delivery of any item of Work Product to review the Work Product and to advise Telecom, in writing, of any deficiency or nonconformance to the requirements in the Statement of Work. If no such notice is given to Telecom, or if Customer makes operational use of the Work Product, Customer will be deemed to have accepted the Work Product.

3.3. If Customer reports a deficiency or nonconformance in any Work Product, Telecom will diligently proceed to correct the Work Product and redeliver it to Customer. Customer will have a further 14 days to review the corrected Work Product, in accordance with the preceding paragraph.

4. CHARGES AND PAYMENT

4.1. Customer will pay Telecom the amounts specified in each Statement of Work, in accordance with the payment schedule set out therein.

4.2. Customer will reimburse Telecom for all out of pocket expenses relating to the Services, including without limitation all travel, lodging and meals incurred by Telecom personnel required to perform services at a location other than that specified as the customers normal place of work.

4.3. Unless otherwise specified in the Statement of Work, Telecom will invoice customer monthly for all services performed and any applicable expenses incurred during the month. Telecom Computer will invoice all product and associated equipment or components on delivery. Customer will pay all invoices within 30 days of the invoice date.

4.4. Unless otherwise specified in the Statement of Work, all amounts will be invoiced in Canadian dollars. Telecom's principal bankers will convert expenses incurred in any other currency to Canadian dollars at the spot rate of exchange quoted on the date the invoice is issued.

4.5. If Customer does not pay any invoiced amount within 30 days of the invoice date, Customer will pay Telecom interest on the invoiced amount from the invoice date until the date of payment in full, at a rate of 2.0% per month (equivalent to 24% per annum). In addition to any other remedy available to Telecom in law or under this Agreement, Telecom will be entitled to suspend Services under any current Statement of Work until Customer pays all overdue invoices and outstanding interest.

4.6. All federal and provincial sales, use or goods and services taxes, customs duties or similar levies of any kind arising with respect to any Services or Work Product are the sole responsibility of and will be paid by the Customer. To the extent that Telecom is required to collect and remit such taxes, they will be shown on the applicable invoice; however, failure of Telecom to invoice any tax shall not relieve Customer of its obligation to pay the tax.

5. PROPRIETARY RIGHTS

5.1. Unless the parties otherwise agree, all intellectual and industrial property rights in and to all Work Product and other materials created by Telecom during the course of performing any Services hereunder shall belong to Telecom.

5.2. Upon payment by Customer of all amounts owing under each applicable Statement of Work, Telecom grants to Customer the right to use and reproduce each Work Product delivered under that Statement of Work solely for its own internal business purposes. Telecom hereby retains all other worldwide rights to reproduce, translate and publish all Work Product and all updates, modifications or translations thereof, to distribute such works to third parties, and to protect such works under all applicable intellectual property laws.

6. WARRANTIES AND LIMITATION OF LIABILITY

6.1. Telecom warrants that all Services performed and Work Product delivered will be of professional quality, and will conform to the applicable Statement of Work if applicable, and to generally accepted data processing consulting practices.

6.2. Except as expressly set forth in this Agreement, Telecom makes no representations or warranties, express or implied, statutory or otherwise, including but not limited to any warranty of merchantable quality or fitness for a particular purpose, with respect to any Services or Work Product. Customer acknowledges that it has or will have independently determined that all Services and Work Product meet its business requirements and that it has not relied on any representation by Telecom as to the suitability of any item for any particular purpose.

6.3. Telecom's sole responsibility and Customer's sole remedy with respect to any deficient or nonconforming Services or Work Product is to use its best efforts to correct the deficiency in accordance with section 3.3 hereof. Telecom does not warrant that any computer program included in the Work Product will operate uninterrupted or error free or that all errors can or will be corrected.

6.4. Telecom's liability for any cause, whether in contract or tort, including fundamental breach or negligence, shall be limited to Customer's direct damages and shall not exceed, in the aggregate, the amounts paid by Customer to Telecom under this Agreement with respect to the Services or Work Product giving rise to the damages. In no event will Telecom be liable for any indirect, incidental, special or consequential damages suffered by Customer or any other person with respect to any intentional or negligent acts of Telecom, including without limitation any loss of revenues or profits, even if Telecom has been advised of the possibility or likelihood of such damages.

6.5. No action, regardless of form, arising out of or in relation to this Agreement or any Services or Work Product may be brought more than one (1) year after the completion of the Services or the delivery of the Work Product to which the action relates.

7. CONFIDENTIAL INFORMATION

7.1. The Customer agrees to maintain in strict confidence and not to disclose, reproduce or copy any Products, materials, documentation, trade secrets, know-how or any technical, financial, personnel or other information or data of any kind provided under this Agreement which is designated by Telecom as confidential or proprietary. Customer will use the same degree of care that it uses with its own confidential information and data to protect Telecom's Confidential Information.

7.2. Telecom will maintain in confidence all technical, financial, statistical, personnel, and other information or data relating to the Customer's business which is designated in writing as confidential and made available to Telecom by the Customer to allow Telecom to perform its obligations under this Agreement. Telecom will use the same degree of care that it uses with its own confidential information and data to protect the Customer's Confidential Information.

7.3. No Confidential Information will be reproduced, copied, communicated to third parties, or otherwise disclosed except with the express written consent of the owner of the information.

7.4. Telecom will not be required to keep confidential any data or information which:

7.4.1. Is publicly available, or becomes publicly available following the date upon which this Agreement comes into force;

7.4.2. Is already in Telecom's possession;

7.4.3. Is developed independently by Telecom outside of the scope of this Agreement;

7.4.4. Is obtained from third parties without any obligation of confidence; or

7.4.5. Is required to be disclosed by government or court order or other legal process, provided that Telecom will take reasonable steps to permit Customer to prevent or limit such compulsory disclosure.

8. TERMS AND TERMINATION

8.1. The term of this Agreement shall begin when Telecom accepts it and will continue for as long as any Statement of Work remains in effect. The term of each Statement of Work will begin when it is accepted by Telecom and will continue until the earlier of:

8.1.1. The expiry date specified in the Statement of Work;

8.1.2. The date the Services described therein is completed; and

8.1.3. The date it is terminated in accordance with this Agreement.

8.2. Customer may elect to terminate any Statement of Work at any time, by giving Telecom 90 day's prior written notice of termination.

8.3. If Customer is in breach of any obligation under this Agreement, including but not limited to any payment obligations, Telecom has the right, at its sole discretion to:

8.3.1. Suspend all Services until all amounts are paid in full or such breach is remedied to Telecom' satisfaction; and,

8.3.2. Terminate this Agreement and each outstanding Statement of Work, immediately upon written notice to Customer, if payment is not made or the breach remedied within 30 days following written notice thereof to Customer.

8.4. Upon termination of any Statement of Work, Telecom will discontinue all Services hereunder and invoice Customer for all Services performed and Work Product delivered prior to the date of termination.

9. INDEMNITY

9.1. Customer will indemnify and hold Telecom harmless from all claims, actions, damages liabilities, costs and expenses suffered or incurred by Telecom arising out of this Agreement or use or possession of any Work Product by Customer or a third party, caused directly or indirectly by the fault or negligence of Customer or any of its employees, agents or representatives; the use or copying by Telecom of any information or material supplied by Customer; the compliance by Telecom with any instructions or specifications provided by Customer with respect to any Services or Work Product; or the use, possession or copying of any Work Product by any third party which acquired it directly or indirectly by Customer.

10. NONSOLICITATION OF EMPLOYEES

10.1. The parties acknowledge that each has invested significant resources in the training of its employees and that these employees are valuable resources. During the term of this Agreement and for a period of one (1) year thereafter, neither party shall, without the prior written approval of the other party, solicit for hire, hire, or enter into a consulting relationship with, any employee or consultant of such other party with whom the party has had contact with in connection with the performance of this Agreement employed then or within the preceding twelve (12) months by the other party. If a party breaches this provision, as compensation and not as a breaching penalty, the breaching party shall pay the other party as liquidated damages the most recent annual compensation of the affected personnel.

11. FORCE MAJEURE

11.1. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused (I) by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

12. GENERAL

12.1. Any notice or other formal communication relating to this Agreement shall be in writing, addressed to the authorized representative of the other party, at the address set out below. Either party may change its authorized representative or its address for notice by giving written notice to the other party in accordance with this Agreement.

12.2. Neither party will disclose the terms of this Agreement or make any public announcement with respect to this Agreement nor to any Project or Proposal without the prior written consent of the other party.

12.3. Neither this Agreement nor any rights or obligations created hereunder may be assigned, whether by operation of law or otherwise, without the prior written consent of the other party. Any assignment without consent shall be null and void.

12.4. This Agreement may be modified only by written agreement, signed by an authorized representative of each of the parties. The failure by either party to strictly enforce any term of this Agreement shall not be interpreted as a waiver of future enforcement of that or any other term. No waiver shall be effective unless confirmed in writing, signed by the party giving the waiver.

12.5. This Agreement is the entire agreement between the parties with respect to the matters contemplated herein and supersedes all prior understandings, representations and agreements, written or oral.

12.6. This Agreement shall be governed by and interpreted under the laws of the Province of Ontario.

12.7. If any provision of this Agreement is invalid or unenforceable for any reason, such provision shall be severed from this Agreement and the remainder of this Agreement shall remain in full force and effect.

Last Updated Oct 10, 2016

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