DISCLAIMER
(Website Visitors, Consumers, Clients)
This Site could include technical or other inaccuracies or typographical errors. Quality Alliance International makes no warranties or representations about the accuracy or completeness of this site's contents or any sites linked to this site. This site is proved "as is" without warranties of any kind, either express or implied, including but not limited to, the implied warranties of services, merchantability, recommendation for a particular purposes or non-infringement of the rights of third parties. Quality Alliance International shall not be liable for any damages or costs arising out of or in any way connected with any of the companies, products (including certified products), services, or publications provided by the company or accessed through this Site. Quality Alliance International, its affiliates, their directors, officers, employees, shareholders, agents, or any others involved in the creation of this Site shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of access to or use of any content of this Site or any sites to which this Site links or is linked. Nor is Quality Alliance International responsible for or liable for any damage, including damage caused by viruses, to other computer, computer system, or other property during or on account of access or use of this Site or any sites to which this Site links or is linked. Visitors, User or Clients agree to defend, indemnify, and hold harmless Quality Alliance International and its officers, directors, employees, and agents from and against any claims, actions, or demands, including any legal and accounting fees, alleging, or resulting from, or related to, visitor's use of the Site or their breach of any of the terms of this agreement. This Site is created and controlled by Quality Alliance International in the Province of Ontario, Canada. It can be accessed from all provinces in Canada and the 50 states in the United States, as well as from other countries around the world. Quality Alliance International makes no representations that materials on this Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. The terms and conditions for use of this Site shall be governed by and construed in accordance with the statutes and the laws of the Province of Ontario, without giving effect to any principles of conflicts of law. If any part of these terms and conditions is declared unlawful, void, or for any reason unenforceable, then that part shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire Agreement between Visitors, Consumers or Clients and Quality Alliance International with respect to the use of this Web site.
AGREEMENT
(Clients)
Quality Alliance International (Consultant), registered as 160677910 in the province of Ontario, located at 121 Glenhaven Private, Ottawa, ON, K1V 2B2, Canada and your company (Client).
In consideration of the payments to be made by the Client, the Consultant and the Client agree as follows:
Note: Discrepancies and omissions in the Agreement and any additional work required due to conditions not disclosed to the Consultant, or which could not be reasonably anticipated, are not included in the Agreement Price and shall be an extra to the Agreement Price. The Client also agrees to the disclaimer terms and condition like other visitors who check the website or contact the consultant office .
• INDEPENDENT CONSULTANT
This Agreement shall not render the Consultant an employee, partner, agent of, or joint venturer with the Client for any purpose. The Consultant is and will remain an independent contractor in his relationship with the Client. The Client shall not be responsible for withholding taxes with respect to the Consultant's compensation hereunder. The Consultant shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, workers' compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
• DESCRIPTION OF WORK
All the services currently provided by Quality Alliance International.
• TIMING
(a) The Consultant shall commence the Work on or before the date agreed in writing and shall ensure that Substantial Completion of the Work will occur on or before the date agreed in writing.
• The timing of the start and completion of the work is subject to change due to written changes to the Agreement documents, to verbal instructions made to accommodate the Client, to unforeseen structural or system problems, or for reasons beyond the Consultant's reasonable control (i.e., without limitation, delays caused by work undertaken by the Client, the Client's contractors, agents, or servants, labour disputes, lack of supply materials, fire, natural disaster, injunction, or other judicial process).
• The Consultant and the Client agree that should the Consultant not be able to commence work on the Commencement Date due to causes beyond the Consultant's control, then the Consultant or the Client may cancel this Agreement on written notice mailed to or delivered to the address of the other shown in this Agreement. The Consultant's liability to the Client shall be limited to the refund of any monies paid by the Client to the Consultant. Any beneficial services or material provided to the client within service term must be financially arranged by both parties.
• ACCESS
The Client shall provide the Consultant with reasonable access to such Premises, Facilities, Data, Information or Processes of the Client as required for completion of the Agreement. Such access will be provided during normal business hours unless otherwise agreed.
• TERMS OF PAYMENT
(a) The Agreement Price would be invoiced to the client. Tax is not included in the Agreement price and would be added to the invoice.
(b) All payments are subject to applicable legislation and shall be made in accordance with provisions of this Agreement and the provisions of any applicable legislation. All payments are to be made to the Consultant and not to sub-contractors who may have been employed by the Consultant. Any payment made to a sub-contractor shall not be deemed payment to the Consultant.
(c) A holdback of no more than 25% of the Agreement Price may be made from the date of Substantial Completion until 15 calendar days have passed (the "Withholding Period"), to allow the Client to fully evaluate the work done and to request corrections if required. When the Withholding Period is completed, the Client shall pay the holdback funds to the Consultant.
(d) Interest of 24 % per annum shall be charged on overdue payments.
• EXPENSES
During the term of this Agreement the Consultant shall bill and the Client shall reimburse the Consultant for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. It includes but not limited to material cost, travelling cost, accommodation and related expenses.
Notwithstanding the foregoing, expenses for time spent by the Consultant travelling to and from the Client facilities shall not be reimbursable.
• CHANGES IN WORK
No change in work shall be made by either the Consultant or the Client without a written "Change Order" or other amending agreement in writing signed or initialled by both the Consultant and the Client. An administration fee of not more than $90 may be charged on each change requested by the Client.
• STANDARDS OF WORK
The Consultant agrees to supply all labour, materials, and supervision to complete the Work in accordance with the Agreement documents, and agrees to undertake all work diligently in a good and workmanlike manner, in accordance with good quality standards
• WRITTEN REPORTS
For long term services such as implementation of an specific standard or manufacturing set-ups, the Client may request that project plans and progress reports be provided by the Consultant on a monthly basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Client in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Client.
• INVENTIONS
Any and all inventions, discoveries, developments, and innovations conceived by the Consultant during this engagement relative to the duties under this Agreement shall be the exclusive property of the Client if an exclusivity right initially requested by client in writing. Upon agreement on the Client's exclusive right, the Consultant hereby assigns all right, title, and interest in the same to the Client.
• CONFIDENTIALITY
The Consultant acknowledges that during the engagement the Consultant will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client's business and product processes, methods, customer lists, accounts, and procedures.
The Consultant agrees to not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by the Consultant or otherwise coming into the possession of the Consultant, shall remain the exclusive property of the Client. The Consultant shall not retain any copies of the foregoing without the prior permission of the Client. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, the Consultant shall immediately deliver to the Client any files, records, documents, specifications, information, and other items in his possession or under his control.
The Consultant further agrees to not disclose any information about the Consultant's retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of the Client and shall at all times preserve the confidential nature of the relationship to the Client and of the services hereunder.
Notwithstanding the foregoing, upon successful completion of this Agreement and upon request the Client shall permit the Consultant to provide the Client's name as a reference when the Consultant is seeking new business from other clients. This permission shall not be unreasonably withheld.
• CONFLICTS OF INTEREST
The Consultant represents that the Consultant is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Consultant and any third party. Further, the Consultant, in rendering the duties required to complete this Agreement shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which the Consultant does not have a proprietary interest. During the term of this Agreement, the Consultant shall devote as much of the Consultant's productive time, energy, and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Consultant is expressly free to perform services for other parties while performing services for the Client.
• WARRANTY
(a) The Consultant provides quality services but does not warrant the acceptance of any submission, licence or any regulatory affair task that requires other parties' assessment and approval.
(b) Consultation fees are not refundable and any cancellation requires both parties agreement.
• LIABILITY
(a) The Consultant is NOT responsible for any consequences due to the site activities or product marketing or any other related interests.
(b) The Consultant is NOT responsible for any conditions due to the safety, efficacy or quality of the products formulated, submitted or assessed.
(c) The Consultant's certificates are based on limited sampling, processing or audit, therefore would NOT guarantees the product, site or services.
(d) Test expenses are not refundable and if a product failed to meet any of the Quality Alliance Certification criteria, the certificate will not be issued and the Client would be charged for the complete test costs.
• WORKERS' COMPENSATION
At any time during the term of this Agreement when requested by the Client, the Consultant shall provide such evidence of compliance by the Consultant and any of the sub-contractors who may be hired by the Consultant with all requirements with respect to registration under and payments due under the Workers' Compensation Act .
• DEFAULT BY CLIENT
If payment of any of the amounts to be paid to the Consultant are not made at the time specified, or if the Client defaults in any of the other covenants or agreements, the Consultant may, at its option, cease work and treat the Agreement as repudiated forthwith on the occurrence of such default, and the Consultant may recover payment for the work already completed plus damages, including loss of profit together with interest therein at the same rate of interest as on overdue payments.
• DEFAULT BY CONSULTANT
If the Consultant neglects to perform the Work in accordance with the terms of this Agreement, the Client may, by a written notice to the Consultant, require it to cure the default, neglect, or event specified in such notice within fifteen (15) days. If the Consultant fails to comply with the said notice, or is not then actively curing the said default within fifteen (15) days of receipt of the notice, or if the Consultant becomes bankrupt or makes a general assignment for the benefit of its creditors, or if a receiver of the Consultant is appointed in the times so limited, the Client may take possession of all Work completed before such default and finish the Work in accordance with the plans and specifications as the Client may deem expedient but without undue delay or expense. In such event, the Consultant shall not be entitled to any further payment under this Agreement but upon completion of the Work an accounting shall be made between the Client and the Consultant at the time the Client took possession of the Work. If the unpaid balance shall exceed the expense of finishing the Work, such excess shall be paid to the Consultant; however, if such expense shall exceed such unpaid balance, the Consultant shall pay the difference to the Client.
• REPRESENTATION BY CLIENT
The Client by their execution of this Agreement confirm to the Consultant that they have the power and capacity to enter into this Agreement and have the means available to pay the Agreement Price in accordance with the terms of this Agreement.
• CHOICE OF LAW
The laws of the Province of Ontario, Canada shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
• DISPUTE RESOLUTION
The parties agree that in the event that there is a dispute as to the interpretation of this Agreement, or as to the extent and makeup of the Work, then the parties shall submit the issues to binding arbitration by one arbitrator to be chosen by the parties to this Agreement. The Arbitration shall be carried out in such a manner as the parties may agree.
• HEADINGS
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
• UNENFORCEABILITY OF PROVISIONS
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
THIS AGREEMENT and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.