Terms and Conditions | JZLShipping

General terms and conditions

Last updated August 7, 2025

The following terms and conditions (the ) shall apply to all services provided by, and are the only terms that govern same, JZL Shipping Incorporated (the , , , the , or ) to its clients (each a , , or , and together the ). Customer shall mean that individual, partnership, association, entity or corporation at whose request or on whose behalf, either directly or indirectly, the Provider undertakes any business or provides the Services enumerated herein, and/or who is named as the Customer or recipient of the Services, and shall include the person giving instructions, the shipper, the consignee, and the owner of the goods (including any packaging, containers or equipment). In exchange for, and as a material condition of, receiving the benefits of the Services provided by the Company under these Terms, the owner, consignor and consignee accept these Terms for themselves and their agents and for any parties on whose behalf they or their agents may act. In particular, but without limiting the generality of the foregoing, they accept that the Company shall have the right to enforce against them jointly and severally any liability of the Customer under these Terms or to recover from all or any of them any sums to be paid by the Customer which upon proper demand have not been paid. The Customer warrants that it is either the owner or the authorized agent of the owner and that it is accepting these Terms not only for itself but also as agent for and on behalf of the owner and any other person who is or may become interested in the goods or services.

In engaging JZL, the Shipper agrees that the version of these Terms in force at the time of engagement or acceptance of JZL’s proposal for the specific Services requested by the Shipper (the latter being the or ), whichever is later, will govern. These Terms are subject to change without prior notice. We will post revised Terms on our website with a new last updated date.

JZL’s services-offering is limited to the following services (collectively, the ): logistical and coordination, carrier management, freight-forwarding, consultation, strategic account management, order management, contract/procurement optimizations, freight-forwarding, load planning, pool distribution, vendor consolidation, software platform access, reporting, claims management, freight bill auditing, and such other services specifically enumerated in the Quote. For greater certainty, the Services do not include physical possession, loading, unloading, lashing, unlashing, docking, storage, warehouse, customs brokerage and clearance, payment of duties or taxes, carriage, transportation of goods, insurance or handling of dangerous goods.

ENTIRE AGREEMENT: The PO and these Terms (collectively, this "Agreement") comprise the entire agreement between the Customer and Provider (the “Parties”, and each a “Party”) with respect to the provision of services as described in the PO (the “Services”), and supersede all prior or contemporaneous understandings, negotiations, conditions, covenants, agreements, representations and warranties, and communications, between the Parties, express or implied, collateral or otherwise, written or oral (collectively “Prior Agreements”). This Agreement may not be amended except by written agreement duly executed by the Parties. In the event of any conflict between these Terms and the PO, or between this Agreement and any Prior Agreement, these Terms shall supersede and govern. These Terms prevail over any of the Customer's general terms and conditions regardless of whether or when the Customer has submitted its request for proposal, order, or such terms. Provision of any Services to the Customer does not constitute acceptance of any of the Customer's terms and conditions and does not serve to modify or amend these Terms.
SERVICES: JZL shall provide the Services to the Customer in accordance with these Terms. JZL shall use commercially practicable efforts in the performance of the Services, including but not limited to: meeting any completion dates specified in the PO, which are estimates only; the selection and instruction of third parties that provide any services engaged on behalf of the Customer or the selection of means, route, and procedure to be followed in the handling, transportation, clearance, and delivery of the Customer’s goods, which the Provider has the complete freedom in choosing, unless the Customer makes express written instructions for the selection of same; and arranging transportation and any related services within a reasonable time after receiving the Customer’s instructions. Provider shall provide the Services in a workmanlike manner, with the degree of care, skill and diligence normally provided in the performance of such services, using personnel with the necessary skills and experience. Provider may subcontract the Services at its sole discretion, without the Customer’s consent; selection of a third party by the Provider shall not be construed as a warranty or representation by the Company that such third party will render services, nor does the Company assume responsibility or liability for the actions or inactions of such third parties, nor for any liability due to delay, loss or damage which occurs while goods are in the custody or control of any such third party or agent thereof. If, at any time, events or circumstances come to the attention of the Company which in the opinion of the Company make it wholly or in part impossible for the Company to perform for any reason, or the Company determines that there is good reason in the Customer’s interests to depart from any of the Customer’s instructions, the Company may, acting reasonably, use any other method, third party, means, route, procedure, or otherwise, available at its discretion and all charges and expenses incurred in using same shall be for the Customer’s account. The Customer shall not perform or obtain the same services as or similar to the Services enumerated in the Quote from another provider without JZL’s prior written consent. This Agreement does not restrict Provider from providing the same or similar Services to other customers.
TERM AND ACCEPTANCE: This Agreement shall commence as of the date of the Customer’s acceptance of the PO (the “Commencement Date”), and continue thereafter until the earlier of the following (the duration until such event being the “Term” and the event itself being the “Completion Date”): (a) substantial completion of all Services; or (b) the delivery of the goods to their final destination, as specified in the PO or subsequently amended; unless terminated earlier by either Party pursuant to this Agreement. The Customer shall accept all completed Services that conform to the PO and notify Provider of any non-conformance within ten (10) business days of the Completion Date, failure of which shall constitute acceptance by the Customer and shall result in the termination of the Agreement, and, without limiting the generality of Section 12 herein, the Company shall be released of all and any liability in respect of any claim arising out of or in connection with the Services. Notwithstanding the Term and the generality of the foregoing, unless the Customer makes express written instructions and the Provider agrees in writing to meet a specific date of delivery or Completion Date, there shall be no specified Completion Date, and the Company accepts no responsibility for departure or arrival dates of goods.
QUOTES, FEES, PAYMENT TERMS, AND TAXES: Estimates and quotations as to fees, rates of duty, freight charges, insurance premiums, dates or other charges given by the Company to the Customer are for informational purposes only and are subject to change, as well as subject to the terms and conditions of the applicable third-party providers, and shall be finalized only after the Completion Date, and in any case no earlier than the Company receiving final bills or invoices from such third-party providers. Quotes are valid for thirty (30) days from issuance unless otherwise specified in writing. The Provider shall be entitled to reimbursement by the Customer for any payment made by it, on the Customer’s behalf, for any product or service rendered in connection with the Services, including any government charges, additional taxes, freight, storage, penalties, interest, fines, and any other amounts, charges or payments, charged by third parties, including but not limited to payments for goods on COD shipments (the “Disbursements”). Compensation paid by Customer to Company shall include the rates and charges of all carriers and third parties used by Company in performing the Services. All such amounts are due to Company in advance and must be paid via wire transfer, unless Company determines, in its sole discretion, to grant Customer credit. Granting of credit as to a particular transaction shall not be considered a waiver of this provision. In exchange for the Services and rights granted under this Agreement, the Customer shall pay the fees set out in the PO, together with the Disbursements (collectively, the “Fees”) upon receipt of an invoice from Provider (“Invoice”). Provider may issue an Invoice upon the Completion Date or on partial completion of the Services, at its discretion, setting out the Services performed and amounts owed. Invoices are due upon receipt and payable within thirty (30) days. If any Invoice remains unpaid after thirty (30) days, Provider may: (1) charge interest on any unpaid amounts at the rate of two-and-a-half percent (2.5%) per month, or the highest rate of interest permitted by applicable law, whichever is higher, from the due date until payment is made; and (2) suspend performance for all Services until payment has been made in full. The Customer shall pay all such Invoices by wire, electronic transfer, or other electronic means as the Parties agree in writing, and the Customer shall be responsible for any and all applicable processing charges and fees associated with the same. The Customer is responsible for all applicable sales, use, value-added, excise, and similar taxes imposed by any governmental authority on the amounts payable under this Agreement. The Customer shall pay the Fees without reduction or deferment on account of any claim, counterclaim or set-off. When goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the consignee or any other person, the Customer shall remain responsible for the same if they are not paid by such consignee or other person immediately when due. Company shall have no liability if any bank or consignee refuses to pay for the shipment or if payment is collected via the wrong method. The Company shall be entitled to be paid and retain all brokerages paid by carriers, commissions, documentation allowances, profits on foreign exchange, and other remunerations paid by third parties as is customary in the industry. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and a late payment fee of 1.5% per month of the outstanding balance due, or the highest rate permitted by applicable law.
CHANGE ORDERS: If either Party wishes to change the scope, completion dates, or the performance of the Services, it shall submit details of the requested change to the other Party in writing. Provider shall, within a reasonable time after such request, provide a written estimate to the Customer of the anticipated time required to implement the change and any necessary variations to the scope of Services, Fees, or other impacts on the performance of the Agreement. The Parties shall negotiate and agree in writing on the terms of such change promptly after each such request (“Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed in writing. Notwithstanding the generality of the foregoing, Provider may, from time to time, at its sole discretion, change the Services without the consent of Customer, provided that such changes do not materially affect the nature or scope of the Services.
ROLE OF THE PROVIDER AS AGENT: Except as otherwise specifically stated herein, JZL provides the Services as an agent, and, as such, JZL acts solely on behalf of the Customer in engaging the services of third parties on the usual terms and conditions on which the third parties offer such services, and the Customer hereby expressly authorizes the Provider, except as has insofar been otherwise specifically agreed by the Parties, to enter into contracts on the Customer’s behalf, for the carriage, transportation, storage, packing, loading, unloading or handling of any goods, or for any other service in relation to them, thereby establishing a direct contract between the Customer and the provider of such services capable of being enforced by the Customer as principal, whether or not the Customer is identified in the contract. JZL shall, on demand by the Customer, provide evidence of any contracts made on the Customer’s behalf. Notwithstanding the foregoing, advice is for the Customer only and is not to be furnished to any other party without JZL’s prior written consent. Gratuitous advice and information that is not related to instructions accepted by JZL is provided without liability of any kind, including for negligence. The Provider does not act as a carrier, bailee, or a consignee.
CUSTOMER’S OBLIGATIONS: The Customer shall, at no charge to the Provider: (a) cooperate with the Provider in all matters relating to the Services and promptly provide all information and documentation related to the Customer’s import and export transactions; (b) provide to JZL full delegated authority, visibility, user access, privileges (including in each section and all components of each section) in its documents, data, information, and software platforms necessary for JZL to provide the Services and to act upon and fulfill the authority and direction delegated to it by the Customer; (c) respond promptly to any of Provider’s requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Provider’s performance of the Services in accordance with this Agreement; (d) provide such customer materials or information as Provider may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects, including but not limited to bill of lading, packing list, commercial invoice, power of attorney, and certificate of origin; (e) obtain and maintain all necessary licences and consents and comply with all applicable laws in relation to the Services before the Services commence. Any missing shipment specifications and/or failure by the Customer to perform its foregoing obligations will result in delays or additional costs, which will be the responsibility of the Customer, in accordance with these Terms. Notwithstanding the foregoing, if the Provider has reasonable grounds for departing from any of the Customer’s instructions, it can do so without prior authorization from the Customer, but must act with due regard to the interests of the Customer, and, as soon as commercially practicable, inform the Customer of its actions and any additional charges resulting therefrom. The Customer warrants that the description and particulars, including but not limited to their marks, number, weight, volume and quantity, of any goods furnished by or on behalf of the Customer are full and accurate. Customer acknowledges that it is required to review all documents and declarations prepared and filed with government agencies and third parties, including, but not limited to the Canada Border Services Agency (the “CBSA”), and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customers’ behalf. In preparing and submitting any applicable shipment information to third parties, including but not limited to customs entries, import declarations, applications, documentation and import data to the CBSA or another similar agency in applicable jurisdictions, the Company relies on the correctness of all documentation whether in written or electronic format and all information furnished by the Customer. The Customer agrees that it has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods into Canada and other applicable jurisdictions, and shall use reasonable care, or a higher standard of care as required by law, to insure the correctness and completeness of such information, and that JZL will rely on the correctness and completeness of all documentation and information so furnished by the Customer. Without limiting the generality of Section 12 herein, the Customer shall indemnify and hold the Company harmless from any and all claims, liabilities or losses, suffered by reason of the Customer’s failure to disclose information or any incorrect or false statement by the Customer upon which the Company reasonably relied. The Customer has the sole responsibility for determining the usability of any information or data contained in the Services. Except where the Company has accepted instructions and has issued written acknowledgement of its acceptance thereof, in respect of the preparation, packing, packaging, stowage, labeling or marking of the goods by Company, the Customer warrants that all goods have been properly and sufficiently prepared, packed, packaged, stowed and labeled and/or marked for normal handling, including any special handling requested by the Customer if applicable, and that the goods have been properly loaded in a suitable transport unit in suitable condition to carry the goods, and that the goods do not require insulated, refrigerated, ventilated or other special storage or handling not disclosed to the Company at or before the time of Customer’s request for services with respect to such goods. Customer further warrants that the goods do not require any special licenses, permits or authorizations in order to store, handle, possess or otherwise provide services related to the goods. A non-exhaustive list of further Customer’s obligations regarding storage, handling, packaging, preparation, labelling, and marking of goods is enumerated in Schedule “A” to these Terms. Without limiting the generality of Section 12 herein, the Customer shall be liable for all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the goods and for all payments, fines, costs, expenses, loss or damage whatsoever incurred or sustained by the Company in connection therewith.
CUSTOMER’S ACTS OR OMMISSIONS: If Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or its agents, subcontractors, consultants, assigns or employees, Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by the Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
DANGEROUS GOODS: The Customer undertakes not to tender for transportation any goods that are of a dangerous, inflammable, radioactive, hazardous or damaging nature, including without limitation those classified under the Canadian Transportation of Dangerous Goods Regulations and any other similar applicable laws, rules, and regulations of applicable jurisdictions, without giving full particulars of the goods to the Provider. The Customer undertakes to mark the goods and the outside of any packages or container in which they may be placed to comply with any laws or regulations that may be applicable during the carriage. In the case of goods where the place of receipt is a point within Canada, the Customer further warrants that the goods, the packaging and marking thereof, comply in all respects with the provisions of any legislation or regulations governing the transportation of dangerous goods applicable in all applicable jurisdictions. If the Customer fails to comply with the foregoing requirements, it shall indemnify the Provider against all loss, damage or expense arising out of the goods being tendered for transportation or handled or carried by or on behalf of third parties retained by the Provider. Goods which, in the opinion of the Provider or the person who has custody or possession thereof, are or may become dangerous and present a hazard, may at any time or place be refused, removed, unloaded, destroyed, rendered harmless, or otherwise dealt with, without any liability on the part of the Provider.
DELIVERY, STORAGE, AND LIEN RIGHTS: If delivery of any goods is not taken by the Customer at the time and place when and where the Company is entitled to call upon such person to take delivery thereof, the Company shall be entitled to store the goods and issue a warehouse receipt for those goods, or arrange for such storage with a third party on the terms and conditions otherwise applicable to storage performed by such third party. The Company shall also be entitled to issue a warehouse receipt and perform or arrange for storage when, at the time the goods are received, the Company is unable to issue an air waybill for air carriage or a bill of lading for sea carriage due to the lack of shipping instructions or for any other reason. The cost of storage of the goods and of transportation to and from the warehouse, if provided by, paid for or payable by the Company or any agent or subcontractor of the Company shall be paid by the Customer to the Company. After notifying the person on whose account the goods are stored, the Company may require payment of any charges and removal of the goods from the storage thirty (30) or more days after the notice is given, or within such shorter time as permitted by applicable law if the goods are about to deteriorate in value or are a hazard to other property or persons. The Company shall have a general lien on all goods and documents relating to goods with respect to which Services have been provided or arranged for all monies owed by Customer to Company. The Company shall also have a lien on goods covered by a warehouse receipt for all sums due at any time from the Customer. The Company shall be entitled, at the expense of the Customer, to sell the goods covered by a warehouse receipt, bill of lading or air waybill (whether such receipt, bill of lading or waybill is issued by Company or a third-party service provider) at a public or private sale after giving notice complying with applicable law to all persons known to the Company to claim interest in the goods. The Company shall give appropriate credit to the Customer for any balance arising out of the proceeds of sale of the goods after deduction of the costs of sale and any accrued charges. The Customer hereby expressly consents to the registration and perfection of such security interest by the Provider in the goods in any applicable registry as the Provider may deem necessary or desirable, including but not limited to the Personal Property Security Act (Ontario) or equivalent legislation in the province, territory, or jurisdiction where the goods are located or stored. To the extent permitted by law, the Customer hereby waives their right to receive a copy of a financing statement, financing change statement or verification statement in connection with the foregoing registrations and filings. The Customer further agrees that it shall provide all information and sign all documents that are reasonably required by the Provider to register its notice of security interest.
INSURANCE: Unless requested to do so in writing in sufficient time prior to shipment from point of origin and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf. If requested, the Provider will recommend insurance on the goods with third-party insurance companies. The Customer agrees that JZL assumes no agency role for the Customer in procuring insurance coverage; such coverage shall be governed exclusively by the terms of the insurance policy issued by the insurance company; and the insurance company is solely responsible for the payment of insurance claims. Customer is responsible for any and all deductibles, when applicable; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. All insurance so recommended by the Company shall be subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. Furthermore, the Company shall not be under any obligation to procure separate insurance on each consignment but may obtain same on any open or general policy held by the Company, without naming the Customer as an additional insured party. With respect to domestic transportation, the Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier to the Company or Customer evidencing said coverage. For greater certainty, the Provider does not offer insurance and is not an insurance provider.
LIMITATION OF LIABILITY: (A) EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES IN CONNECTION WITH ITS SERVICES. (B) IN NO EVENT SHALL PROVIDER BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELAY OF SERVICES OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (C) IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF $2.00 PER KG OF AFFECTED GOODS OR CAD $10,000.00 PER SHIPMENT. The limitation of liability set forth in this Section 12 shall not apply to: (i) liability resulting from Provider’s gross negligence or wilful misconduct; and (ii) death or bodily injury resulting from Provider’s negligent acts or omissions. The Provider shall not be liable for any Losses resulting from or caused in any part by the Customer’s negligence, misconduct or breach or for anything which it may do or refrain from doing, including the Customer’s failure to comply with its obligations herein. The Provider shall use its commercially practicable efforts, in accordance with industry standards, to advise the Customer on matters referred to it. The Customer acknowledges that the Provider has given no assurances, representations or warranties to Client regarding the outcome of these matters, and understands that there is no guarantee of any specific results from the Services. Without limiting the generality of the foregoing, advice by the Company that a particular person or firm has been selected to render services with respect to the goods, or the Company recommends such third party to the Customer, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the services provided by a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company for same.
INDEMNIFICATION: The Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, terminal charges, costs, including storage costs, demurrage costs, port costs, or expenses of whatever kind, including legal fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party (collectively, "Losses"), relating to/arising out of or resulting from any claim of a third party or Provider arising out of or occurring in connection with the Customer’s negligence, willful misconduct, or breach of this Agreement. The Customer shall not enter into any settlement without the Indemnified Party's prior written consent. The Provider shall take all reasonable steps to provide the Services in accordance with the Customer’s instructions, provided however, that if in the Provider’s judgment it is in the Customer’s interest to depart from the Customer's instructions, the Provider is hereby instructed and directed to do so and shall be reimbursed, defended, indemnified and saved harmless by the Customer for all Losses incurred in so doing.
TERMINATION: In addition to any remedies available under this Agreement, the Provider may terminate this Agreement immediately if the Customer: (a) fails to pay any amount due within thirty (30) days of receipt of an invoice for same from the Provider; or (b) breaches any term of this Agreement. Without limiting the generality of the foregoing, in the event that there are outstanding matters pertaining to the Customer at the time of termination, for which the Provider has been engaged by the Customer and for which the Provider remains liable to make payment and/or to complete and/or file documentation (including but not limited to any accounting, accounting entries and reports, and/or commercial accounting declarations), the agency provisions herein shall continue in full force and effect with respect to such matters until they are concluded and payment by the Customer to the Provider of such funds as may be required to satisfy all outstanding payment and other outstanding obligations of the Provider has been made by the Customer.
CONFIDENTIAL INFORMATION: All non-public, confidential, or proprietary information of Provider, including trade secrets, technology, business operations, strategies, customer and supplier data, pricing, and marketing (collectively, "Confidential Information"), disclosed to the Customer in connection with this Agreement—whether oral, written, electronic, or otherwise—is confidential and may not be disclosed or copied without Provider’s prior written consent. This excludes information that is: (i) publicly available; (ii) known to the Customer at the time of disclosure; or (iii) lawfully obtained by the Customer from a third party without obligation of confidentiality. All Confidential Information, whether it is developed by the Customer during the Term, or by others employed or engaged by or associated with the Provider or its affiliates or clients, is the exclusive and confidential property of the Provider or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement. On termination of the Provider's engagement on any basis, or earlier if requested by the Provider, the Customer will promptly surrender to the Provider, without retaining copies, all materials or property belonging to the Provider, including without limitation all Confidential Information that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within the Customer's possession or under the Customer's control. The Customer's obligations under this Section are to remain in effect in perpetuity and will exist and continue in full force and effect notwithstanding any breach or repudiation or any alleged breach or repudiation of this Agreement by the Customer.
INTELLECTUAL PROPERTY: Insofar as Provider creates, develops, or otherwise creates or enhances any new Intellectual Property through performing the Services, Provider grants the Customer a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable right to use, copy, process, modify, store, transmit, distribute, perform and display the Intellectual Property. For greater certainty, this means Provider owns and has all property rights and interests in, registered or unregistered, in such Intellectual Property, which Provider may use, sell, license, and otherwise dispose of said Intellectual Property as it pleases. “Intellectual Property” means all discoveries, reports, works of authorship (including any articles, publications, posts, slogans, or designs), social media accounts or other electronic platforms and accounts, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing that result or derive from Provider’s engagement under this Agreement or from Provider’s knowledge or use of Confidential Information.
NON-SOLICITATION: The Customer agrees that during the Term and for a period if one (1) year thereafter, it shall not, without Provider’s prior written consent, induce, influence, or attempt same, directly or indirectly, an employee of Provider to leave the employ of Provider. The Customer agrees that during the Agreement, and for a period of one (1) year thereafter, it shall not, without the prior written consent of Provider, directly or indirectly contact any of Provider’s products or services suppliers, advisors, or other supports, including and especially for the purposes of alienating such third parties from Provider or circumventing Provider by seeking to engage them directly.
COVENANTS & REMEDIES: The Parties’ obligations under Sections 15-17 will be deemed to have commenced as of the date on which Provider was first engaged by the Customer. Each Party warrants to the other that it has not, to date, breached any of the obligations therein. Any breach or threatened breach of those Sections by either Party will constitute cause for immediate termination of the Agreement. The Parties’ obligations under each of Sections 15-17 are to remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement.
WAIVER: No waiver by Provider of any of the provisions of this Agreement is effective unless made in writing and signed by Provider. No single or partial exercise, failure, or delay thereof to exercise any right, remedy, power or privilege hereunder operates or may be construed as a waiver thereof or to preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
SEVERABILITY: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, and such invalid or unenforceable provision shall be deemed replaced and shall be replaced with a valid provision that is as similar as possible in substance to the invalid or unenforceable provision.
CURRENCY: All Fees and any other sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in the currency of Canada unless otherwise expressly stated in the PO or upon the Customer’s written instructions. Charges to a payer’s account in a currency other than the currency of Canada will be converted to the currency of Canada at the then-current exchange rates posted by the Royal Bank of Canada.
HEADINGS: Section headings contained herein are included solely for convenience and are not intended to be full or accurate descriptions of the content hereof and shall not be considered part of this Agreement.
INCOTERMS®: Unless the Parties expressly agree in writing to apply a specific earlier edition, any reference to an “Incoterm” shall be interpreted in accordance with the latest edition of Incoterms® published by the International Chamber of Commerce in effect on the Commencement Date.
ASSIGNMENT: The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.
FORCE MAJEURE: Provider shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lock-outs, strikes, or other labour disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage, provided that, if the event in question continues for a continuous period in excess of fourteen (14) days, the Customer shall be entitled to give notice in writing to Provider to terminate this Agreement.
SURVIVAL: The rights and obligations of the Parties set forth in this Section 26, and Sections 1, 12, 30, and 31, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive same.
COMPLIANCE WITH LAW: The Parties are in compliance with and shall comply with all applicable laws, regulations, and ordinances. The Parties have and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that they need to carry out their obligations under this Agreement.
INDEPENDENT CONTRACTOR: Except as otherwise specifically stated herein, the relationship between the Parties is that of independent contractors, and nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
SUCCESSORS & ASSIGNS: This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective successors and permitted assigns.
GOVERNING LAW: This Agreement, and all matters arising out of or relating to this Agreement, are strictly governed by, and construed in accordance with, the federal laws of Canada and the laws of the Province of Ontario and applicable therein, within which the Provider has its principal place of business.
CHOICE OF FORUM: Each Party irrevocably and unconditionally agrees and attorns to the exclusive jurisdiction of the courts of the Province of Ontario in relation to any disputes, controversies or claims arising out of or relating to this Agreement, including any questions regarding its existence, interpretation, validity, breach or termination thereof.
COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in herein, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.