Terms and Conditions for service
Canada
True North Automation Inc. (dba True North Solutions) agrees to supply services to Client in accordance with the Terms and Conditions set forth in this document (Agreement). Unless otherwise agreed to in writing by True North Solutions, this Agreement applies to all services performed by True North Solutions for Client.
1.1 Work Standards
True North Solutions’ services shall be performed with diligence and care, in a good workmanlike manner, and in accordance with Applicable Law and good industry practice. Products or materials supplied in the course of work shall be new and in good quality and free from fault in design, workmanship, and material.
1.2 Warranty
True North Solutions shall warrant its services for a period of twelve (12) months after the services are completed. Warranty on products or materials purchased by True North Solutions from third parties for the work may be assigned to Client at Client’s request, but True North Solutions’ warranty does not extend to such products or materials. If Client notifies True North Solutions of a defect in the Services performed, True North Solutions shall promptly investigate, redesign, reengineer, and rework the defect and repair, correct, replace, or remedy any defective work at no cost to Client.
True North Solutions shall not be responsible for the acts or omissions of Client’s employees, contractors, subcontractors, or agents. True North Solutions shall not be liable for any loss, injury, or damage to persons or property caused in whole or in part by the negligence or fault of Client or Client’s employees, contractors, agents, or their employees.
This constitutes the only warranty of True North Solutions and no other warranty or condition, statutory or otherwise, shall be implied. In no event shall the total liability of True North Solutions exceed the total amount paid for work under this Agreement.
1.3 Force Majeure
True North Solutions shall be under no liability to Client for any loss, damage, detention, or delay caused by war, invasion, insurrection, riot, pandemic, the order of any civil or military authority, or by fire, flood, weather or other acts of the elements, breakdown, lockouts, strikes or labor disputes, or, without limitation of the foregoing, any other cause beyond the reasonable control of True North Solutions.
1.4 Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or any other pecuniary loss) arising out of any cause whatsoever, even if the party has been advised of the possibility of such damages. Under any and all circumstances, True North Solutions’ liability resulting from True North Solutions’ performance or non-performance of its services is limited to the return of fees paid for such services. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
1.5 Ownership and Use of Documents
True North Solutions retains all rights, title and interest in its services and deliverables, including patents and copyrights; however, upon payment of the agreed compensation to True North Solutions, Client will be granted a non-exclusive, non-transferable, royalty-free, perpetual license to use the services and deliverables for the purposes contemplated in the applicable site work record or proposal, except that third-party “shrink-wrapped” software or “off-the-shelf” hardware provided through True North Solutions will be subject to Client’s compliance, at its own costs, with all applicable manufacturer licensing requirements. Client may not sell, sublicense, assign, or transfer its license to the services and deliverables provided by True North Solutions without the prior written consent of True North Solutions, nor may Client reverse engineer or make derivative works from the services or deliverables. All documents furnished by True North Solutions are instruments of its services in respect to the work. They are not intended or represented to be suitable for reuse by Client or others on extensions of the work or on any other work. Any reuse without specified written verifications or adaptation by True North Solutions will be at the Client’s sole risk, and Client shall indemnify and hold harmless True North Solutions from all claims, damages, losses, and expenses, including attorney’s fees, arising out of or resulting from any claims arising therefrom. Client agrees to discuss any reuse or adaptation with True North Solutions prior to execution.
True North Solutions retains the right to claim any Scientific Research & Experimental Development (“SR&ED”) tax benefit associated with the work, which will reduce Client’s eligible SR&ED expenditures related to this Agreement. Further, it is recognized that the payment of fees is for the solution of the intended effort and does not include the knowledge and understanding of the science or technology gained during the conduct of work.
1.6 Payment
Standard payment terms are Net 30 days. Overdue invoices are subject to a late payment charge of two percent (2%) per month overdue. Interest accumulates from the date of True North Solutions' invoice. When True North Solutions receives payment toward an invoice on or before the payment due date, the accumulated interest is waived. Notwithstanding the agreed terms of payment for services, interest invoices are due upon receipt. In addition, True North Solutions may, after giving seven (7) days’ notice, suspend further services until full payment has been received.
1.7 Safety
True North Solutions will perform the services safely and in accordance with Applicable Law relating to employment standards and occupational health and safety with respect to the protection of persons and property. True North Solutions will review Client’s health and safety rules and policies applicable at Client’s facilities and True North Solutions shall strictly comply with and shall cause its employees and subcontractors to comply with, such rules and policies when present or conducting services at or in conjunction with a Client workplace or facility.
1.8 Insurance
At all times during the term of the work, True North Solutions shall, at its sole cost and expense, with reputable insurers, obtain and continuously carry the following types of insurance coverage: a) Commercial Property; b) Commercial General Liability; c) Commercial Automobile Liability; and d) Professional Liability.
United States
True North Solutions LP (dba True North Solutions) agrees to supply services to Client in accordance with the Terms and Conditions set forth in this document (Agreement). Unless otherwise agreed to in writing by True North Solutions LP, this Agreement applies to all services performed by True North Solutions for Client.
1.1 Work Standards
True North Solutions’ services shall be performed with diligence and care, in a good workmanlike manner, and in accordance with Applicable Law and good industry practice. Products or materials supplied in the course of work shall be new and in good quality and free from fault in design, workmanship, and material.
1.2 Warranty
True North Solutions shall warrant its services for a period of twelve (12) months after the services are completed. Warranty on products or materials purchased by True North Solutions from third parties for the work may be assigned to Client at Client’s request, but True North Solutions’ warranty does not extend to such products or materials. If Client notifies True North Solutions of a defect in the Services performed, True North Solutions shall promptly investigate, redesign, reengineer, and rework the defect and repair, correct, replace, or remedy any defective work at no cost to Client.
True North Solutions shall not be responsible for the acts or omissions of Client’s employees, contractors, subcontractors, or agents. True North Solutions shall not be liable for any loss, injury, or damage to persons or property caused in whole or in part by the negligence or fault of Client or Client’s employees, contractors, agents, or their employees.
This constitutes the only warranty of True North Solutions and no other warranty or condition, statutory or otherwise, shall be implied. In no event shall the total liability of True North Solutions exceed the total amount paid for work under this Agreement.
1.3 Force Majeure
True North Solutions shall be under no liability to Client for any loss, damage, detention, or delay caused by war, invasion, insurrection, riot, pandemic, the order of any civil or military authority, or by fire, flood, weather or other acts of the elements, breakdown, lockouts, strikes or labor disputes, or, without limitation of the foregoing, any other cause beyond the reasonable control of True North Solutions.
1.4 Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or any other pecuniary loss) arising out of any cause whatsoever, even if the party has been advised of the possibility of such damages. Under any and all circumstances, True North Solutions’ liability resulting from True North Solutions’ performance or non-performance of its services is limited to the return of fees paid for such services. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
1.5 Ownership and Use of Documents
True North Solutions retains all rights, title and interest in its services and deliverables, including patents and copyrights; however, upon payment of the agreed compensation to True North Solutions, Client will be granted a
non-exclusive, non-transferable, royalty-free, perpetual license to use the services and deliverables for the purposes contemplated in the applicable site work record or proposal, except that third-party “shrink-wrapped” software or “off-the-shelf” hardware provided through True North Solutions will be subject to Client’s compliance, at its own costs, with all applicable manufacturer licensing requirements. Client may not sell, sublicense, assign, or transfer its license to the services and deliverables provided by True North Solutions without the prior written consent of True North Solutions, nor may Client reverse engineer or make derivative works from the services or deliverables. All documents furnished by True North Solutions are instruments of its services in respect to the work. They are not intended or represented to be suitable for reuse by Client or others on extensions of the work or on any other work. Any reuse without specified written verifications or adaptation by True North Solutions will be at the Client’s sole risk, and Client shall indemnify and hold harmless True North Solutions from all claims, damages, losses, and expenses, including attorney’s fees, arising out of or resulting from any claims arising therefrom. Client agrees to discuss any reuse or adaptation with True North Solutions prior to execution.
1.6 Payment
Standard payment terms are Net 30 days. Overdue invoices are subject to a late payment charge of two percent (2%) per month overdue. Interest accumulates from the date of True North Solutions' invoice. When True North Solutions receives payment toward an invoice on or before the payment due date, the accumulated interest is waived. Notwithstanding the agreed terms of payment for services, interest invoices are due upon receipt. In addition, True North Solutions may, after giving seven (7) days’ notice, suspend further services until full payment has been received.
1.7 Safety
True North Solutions will perform the services safely and in accordance with Applicable Law relating to employment standards and occupational health and safety with respect to the protection of persons and property. True North Solutions will review Client’s health and safety rules and policies applicable at Client’s facilities and True North Solutions shall strictly comply with and shall cause its employees and subcontractors to comply with, such rules and policies when present or conducting services at or in conjunction with a Client workplace or facility.
1.8 Non-Solicitation
In addition to any further non-solicitation rights as may be defined within other Engagements, Client shall not, for the duration of this Agreement and a period of 12 months immediately following termination of this agreement, solicit, divert or hire, or attempt to solicit, divert or hire, any current or former employee of True North Solutions who performed work for Client under this agreement. For clarification, this clause will apply to any former employee of True North Solutions who voluntarily resigned but will not apply to any former employee of True North Solutions who was terminated by True North Solutions.
1.9 Insurance
At all times during the term of the work, True North Solutions shall, at its sole cost and expense, with reputable insurers, obtain and continuously carry the following types of insurance coverage: a) Commercial Property; b) Commercial General Liability; c) Commercial Automobile Liability; and d) Professional Liability.