Terms and Conditions for Client Agreement
1. Engagement and Acceptance
The Client hereby engages Mech Solutions Ltd, and Mech Solutions Ltd agrees to provide all consulting services for the Project as set forth in the PO, which shall make specific reference to and incorporate the terms and conditions of this Agreement (the “Services”).
2. Agreement Time
The Services to be performed under this Agreement shall be completed by the time or in the time period set forth in the PO. Time is of the essence.
3. Agreement Sum
For the completion of the Services by Mech Solutions Ltd under this Agreement, Client agrees to pay Mech Solutions the amount as set forth on the PO (“Contract Sum”).
4. Payment Terms
4.1 Client agrees to pay amounts due to Mech Solutions Ltd within thirty (30) days of Client’s receipt of invoices submitted by Mech Solutions. Invoices shall be submitted monthly to the Client authorized representative as more fully set forth in the PO. Invoices shall be accompanied by a detailed statement showing the number of hours worked, services rendered, and costs incurred. Client has no obligation to pay invoices unless and until the detailed statement is submitted by Mech Solutions to Client. Approval of invoices by Client shall not be unreasonably withheld. Pending final resolution of an invoice, claim, or other dispute, Mech Solutions Ltd shall proceed diligently with performance of the Services, and Client shall continue to make payments in accordance with this Agreement.
4.2 Mech Solutions Ltd shall be reimbursed by Client for reasonable travel expenses (without markup) incurred in the performance of the Services; provided that any expense exceeding $100.00 must be approved in writing in advance by Client. All travel expense claims shall be fully supported by receipts.
5. Quality of Services
Client shall review, on a continuous basis, all Services rendered or performed by Mech Solutions Ltd. All Services will be performed in accordance with currently accepted professional practices by appropriately qualified people who are trained and experienced in the applicable field. Mech Solutions Ltd shall use its best efforts to achieve satisfactory results. Client shall notify Mech Solutions Ltd, in writing, if all or any part of the Services are not acceptable. Client shall supply a written explanation of the reasons why the Services have been deemed unacceptable. Such notice shall be supplied no later than ten (10) days following the conclusion of the billing period in which unsatisfactory performance occurred. Mech Solutions Ltd shall thereafter, at no additional charge, modify and/or remedy its performance so as to make the Services reasonably acceptable to Client.
6. Representations and Warranties
6.1 Mech Solutions Ltd represents and warrants that:
6.1.1 It has the valid and legal right to enter into this Agreement and that the performance of its obligations hereunder will not violate the terms of any other agreement or understanding to which it is a party, nor conflict with the rights of any third party.
6.1.2 Mech Solutions Ltd agrees to comply with all applicable federal, provincial, or local laws pertinent to the performance of the Services under this Agreement.
6.1.3 Mech Solutions Ltd will not become engaged during the term of this Agreement with any third party contracts that will interfere with the performance of Mech Solutions Ltd’s obligations hereunder.
6.2 Mech Solutions Ltd shall promptly replace any Mech Solutions Ltd personnel whose work or conduct Client deems unsatisfactory.
7. Ownership of Work
The parties agree that the Services being performed, and the work product resulting from the Services provided by Mech Solutions Ltd, shall be considered “work made for hire”. Any rights to all original material prepared for Client and arising out of the Services, or as part of the process of creating the work product, shall belong exclusively to Client with no rights being reserved to Mech Solutions Ltd.
8. Independent Contractor
Mech Solutions Ltd shall be an independent contractor of Client. This Agreement is not intended to, nor shall it be construed to create an employment or agency relationship, joint venture or partnership between Client and Mech Solutions Ltd. Neither Client nor Mech Solutions Ltd shall have the right or authority to bind the other with respect to any contract or agreement. Mech Solutions Ltd will be responsible for all deductions or withholdings for federal or provincial taxes for itself and its employees.
9.1 The Services rendered by Mech Solutions Ltd to Client are subject to Federal Goods and Services taxes and Provincial Sales taxes.
9.2 Mech Solutions Ltd agrees that it is the Mech Solutions Ltd’s legal responsibility to pay all applicable federal, foreign, provincial and local income taxes and self-employment taxes with respect to any amounts received by Mech Solutions Ltd (and all personnel hired by Mech Solutions Ltd for Mech Solutions Ltd’s individual practice) under the terms of this Agreement. Unless otherwise required by applicable law, Owner shall not withhold from the amounts paid to Mech Solutions Ltd (or any personnel hired by Mech Solutions Ltd for Mech Solutions Ltd’s individual practice) any amounts for federal, foreign, or provincial income taxes or self-employment taxes.
Mech Solutions Ltd acknowledges that it will be exposed to confidential information of Client.
Confidential information shall include any information provided to Mech Solutions Ltd that is marked “Confidential” or which is not generally available to the public at the time of the issuance of the PO. Confidential information shall not include information which Mech Solutions Ltd already had knowledge of prior to the issuance of the PO or which becomes generally known during the Agreement period through no fault of the Mech Solutions Ltd. Mech Solutions Ltd is hereby authorized to use the confidential information solely in connection with the performance of the Services. Mech Solutions Ltd shall not, directly or indirectly, use, disseminate, disclose, or in any way reveal, beyond the scope of authority granted by Client, all or any part of the confidential information and shall use such confidential information only to the extent specifically authorized by Client. Mech Solutions Ltd shall protect against the dissemination or disclosure of such confidential information by its officers, employees, and representatives or the like, to any third parties. Upon termination of this Agreement, for any reason whatsoever, Mech Solutions Ltd shall turn over to Client any and all copies it may have of confidential information relative to Client. The parties acknowledge that this provision shall survive the expiration and/or termination of this Agreement
11. Termination/Suspension of Agreement
This Agreement may be terminated or suspended without cause upon thirty (30) days prior written notice by Client or immediately upon an event of default by either party. An event of default shall be defined as a failure on the part of either party to comply with or perform any term, covenant, condition, or agreement to be complied with or performed by such party. In the event of termination or suspension by Client, Mech Solutions Ltd shall be compensated for the services performed through the effective date of termination or suspension, less any amounts owed to Client by Mech Solutions Ltd, provided that Mech Solutions Ltd delivers to Client all completed work or work in progress through the effective date of termination or suspension.
12. Dispute Resolution/Government Law
Mech Solutions Ltd and Client agree that any disputes that may arise under this agreement shall be subject to the federal and provincial laws. The decision of the Court shall be enforceable in any court of competent jurisdiction.
No delay or omission by either party to exercise any right or power hereunder shall impair such right or power or be construed as a waiver. A waiver by either party shall not be construed to be a waiver of any succeeding breach or of any other obligation contained herein.
14. Entire Agreement
This Agreement and the Purchase Order and any attachments hereto shall constitute the entire Agreement between Mech Solutions Ltd and Client. It shall supersede all contracts, agreements or understandings between the parties respecting the subject matter of the PO. In the event of any conflict between the terms of this Agreement and any PO, the terms of the PO shall govern and control. This Agreement may be modified only by and with the mutual consent of both parties. Any modification must be in writing and must be signed by an authorized representative of the Mech Solutions Ltd and Client.