TERMS AND CONDITIONS

Thank you for your purchase and choosing ALISON RYDER o/a ACRE CONSULTING (“Contractor”) to assist with your Homeless Individuals and Families Information System (“HIFIS 4”) initiatives and/or other projects. These terms and conditions apply to the sale of our services to any purchaser (“Client”). Together Contractor and Client are the “Parties.”

1. Services. The Contractor will perform the services (“Services”) described in any executed purchase order or quote (each a “SOW”). Each SOW shall be incorporated herein by reference and subject at all times to these terms and conditions. The Contractor will (i) perform the Services in a professional and expeditious manner and in accordance with good industry practices; (ii) unless otherwise specified in a SOW furnish, at its own expense, the equipment, supplies, tools and other materials used to perform the Services; and (iii) make itself available for consultation with the Client at such times and places as are mutually agreeable to the Parties.
2. Fees. In consideration of the provision of the Services by the Contractor, the Client shall pay the Contractor in accordance with the Contractor's fees depicted for the Services as set forth in any SOW (the "Fees"). The Contractor shall periodically render invoices reflecting work performed and corresponding fees due and payable. The Client shall pay all Fees NET30 after receipt of invoice. All payments shall be in Canadian dollars. In the event of termination, Client shall pay the Contractor for any Fees incurred by the Contractor for work completed up to the effective date of such termination.
3. Taxes. The Client shall be responsible for payment of applicable taxes on the Fees which will be paid to the Contractor. The Contractor shall be responsible for deducting and remitting applicable taxes on the Fees to the appropriate regulatory authorities.
4. Term and Termination. This Agreement shall commence on the date specified in the first SOW between the Parties and shall continue in full force and effect until terminated. Subject to the terms of any SOW, either Party may terminate this Agreement or any particular SOW on thirty (30) days written notice to the other.
5. Relationship. The Contractor is and shall remain at all times an independent contractor and not an employee or dependent contractor of the Client. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between the Contractor and the Client for any purpose, and neither Party has the authority to contract for or bind the other Party in any manner whatsoever.
6. Non-Exclusivity. Contractor shall be free to provide consulting to third parties and is not bound by any exclusivity obligations.
7. Intellectual Property. As between the Parties, all work product created or provided by the Contractor for the Client in connection with the Services including without limitation training materials and reporting templates together with all legally recognized proprietary rights therein (“Materials”) shall be and remain owned by the Contractor. Subject to and conditioned upon Customer's payment of all Fees payable and Customer’s compliance other terms and conditions herein, the Contractor hereby grants the Client a non-exclusive, royalty-free, perpetual and non-transferable license to such Materials for the Permitted Purpose. For the purposes of this section “Permitted Purpose” means for the Client’s internal operations and (if applicable) for sharing with other organizations subject to a HFIS4 data provision agreement with Client, but in all cases “Permitted Purpose” excludes any public display of Materials, profiting, commercialization and/or resale of the Materials. In all cases trademarks and copyrights of Contractor on Materials remain owned exclusively by Contractor and shall not be amended or removed.
8. Confidentiality. For the purposes of this section "Confidential Information" means all non-public, proprietary or confidential information of the Contractor or the Client in any form, whether or not marked or designated as "confidential", and all notes, analyses, summaries, reports and other materials prepared by the Contractor or the Client that contain, are based on or otherwise reflect, to any degree, any of the foregoing. During the course of the Services, the Parties may receive or create Confidential Information. Each Party agrees not to directly or indirectly (i) disclose Confidential Information to any person without the prior written consent of the other Party other than as necessary in the provision of Services; or (ii) use Confidential Information for any purpose except the provision of Services in accordance with this Agreement. These confidentiality restrictions shall survive termination or expiry of this Agreement. Upon termination of this Agreement or at any other time upon the written request of a Party, a Party shall promptly deliver to the other Party all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information and certify that copies of same in such Party’s possession have been permanently deleted.
9. Assignment and Subcontracting. The Contractor may assign any SOW and these terms and conditions in whole or in part, or may subcontract any part of the provision of the Services, to a third party in the Contractor’s sole discretion. As a condition of Service for certain SOW’s where subcontracting is anticipated, Client may be required to agree to third party terms.
10. Notice. Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made by one Party to the other if sent by electronic means of sending messages to the addresses indicated on the SOW, provided there is no delivery failure notice received by the sender. Notice may also be delivered by registered mail to the address indicated on the SOW and will be deemed as delivered within five (5) business days.
11. NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE CONTRACTOR’S LIABILITY FOR ANY AND ALL CLAIMS OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SOW OR IN ANY WAY RELATING TO THE SERVICES, WILL, IN THE AGGREGATE, NOT EXCEED THE SUM EQUAL TO THE FEES PAID BY THE CLIENT HEREUNDER IN THE IMMEDIATE THIRTY DAY PERIOD PRIOR TO SUCH CLAIMS BEING MADE. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. THIS PROVISION SHALL SURIVE ANY TERMINATION OR EXPIRY.
12. These terms and conditions, together with any SOW’s, documentation incorporated in SOW’s by reference, and any ADDENDUM appended hereto and agreed in a SOW, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein. For certainty any unilaterally imposed or proposed Customer terms with respect to the Services shall have no binding effect and the terms herein shall prevail. These terms and conditions may only be amended, modified or supplemented by an agreement in writing by an authorized representative of each Party hereto. This Agreement shall be construed, interpreted and applied in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Invalidity or unenforceability of any provision (or part of a provision) shall not affect any other provision. These terms shall enure to the benefit of the Party’s and their successors and permitted assigns. Electronic signatures are consented to.