Terms and Conditions

The parties agree to the following terms and conditions:

1 Payment Schedule Conditions

1.1 Terms of Payment:

  1. Payment is due upon receipt of invoice.
  2. A minimum invoice fee of $100 will apply to all projects.
  3. Interest on overdue accounts is chargeable after 30 days at a rate of 24% per annum of unpaid account balance.

1.2

ITC reserves the right to obtain credit checks on the Client.

2 Confidentiality

2.1

All project results and reports shall be considered confidential. No results may be published without the prior written agreement of the Client and ITC except as required by law. Any publication made with ITC’s prior written consent shall, at ITC’s option, contain a disclaimer, the contents of which shall be acceptable to ITC.

2.2

Without limiting the rights of section 2.1, the name of ITC or T. Manson & Associates Ltd. or any of its departments shall not be used or implied, directly or indirectly in any way in connection with the sale, offer, advertisement or promotion whatsoever of any articles, processes or services provided by the Client without ITC’s prior written consent, which consent may be withheld at ITC’s sole discretion.

3 Disclosure Of Progress

3.1

As may be prearranged, the Client may have its representatives at ITC for any activity relating to the project.

3.2

The client agrees to accept reports transmitted by e-mail.

4 Client Responsible for Materials, Etc.

4.1

The Client shall be responsible for all materials, parts, components, and information provided by or on behalf of the Client.

4.2

The Client shall supply all necessary instructions, drawings, specifications, information, and materials necessary for the completion of the Services in a timely, orderly, and integrated manner. Any failure to do so shall constitute a fundamental breach of this agreement and ITC, in such event, at its option, may cancel this agreement, in which event, the Client shall remain liable for the total costs of the Services contemplated herein.

5 Work Complies with Laws

5.1

The Client expressly warrants and represents that the work contemplated by the parties, and the worksite, complies with all laws, including without limitation, environmental, workplace, safety, and health laws and will not infringe any patent or trademark.

6 Force Majeure

6.1

ITC shall not be liable for any delays resulting from causes beyond its reasonable control including but not limited to strikes, slow-downs, lock-outs, errors in manufacture, fire, failures, or delays of sources of supply of material, government orders or requests, and ITC shall not be liable in any event for any consequential, economic, special, or any other losses or damages incurred by the Client or any third party on account of such delay.

7 Entire Agreement

7.1

This agreement and attached Service Description contain the complete agreement between the Parties with respect to the Services. There are no other agreements, representations, or warranties, either expressed or implied. Without limiting the generalities of the foregoing, ITC shall not be responsible for market acceptance of any materials or thing associated with the project, nor does it offer any guarantees or warranty that the results of the said project may be duplicated elsewhere or on other equipment, or that any products produced hereunder will be safe for use unless specified elsewhere in this agreement.

8 Limitation Of ITC’s Liability

8.1

Liability for any claim that the Client or any officers, employees, or agents of the Client may have against ITC for personal injury, bodily injury (including death) or property damage, arising in any way under this Agreement whether in contract law or in tort, shall be limited to two times the total cost of the Services provided hereunder.

8.2

Similarly, ITC’s liability for any claim that the Client or any officers, employees, or agents of the Client may have against ITC for special, incidental, consequential, indirect, financial or economic loss arising in any way under this agreement whether in contract law or in tort, shall be limited to two times the total cost of the Services provided hereunder.

8.3

ITC’s total liability for all claims under this Agreement shall not exceed two times the total cost of the Services provided hereunder.

9 Termination

9.1

ITC may immediately cancel this agreement at any time by giving notice in writing to the Client in any of the following events:

  1. ITC deems the project dangerous for the staff or facilities,
  2. The Client is dissolved or becomes bankrupt or insolvent; or
  3. In the opinion of ITC the Client has failed to comply with any term or condition of this Agreement.

10 General

10.1

The provisions hereof shall be binding upon each of the Parties, including their respective successors, and assigns.

10.2

This agreement shall be performed, interpreted, and enforced according to the laws of the Province of Manitoba. The invalidity of any provision of this agreement shall not affect any other provisions and the agreement shall be construed as if such invalid provision had never been included.