Autochargers.ca Corporation (the “Company”) is an authorized supplier and/or reseller of certain portable electric car charger products (collectively, the “Products”).
The Company desires to grant to you (the “Participant”) certain rights to quote on, undertake and complete certain electrical installation services work (collectively, the “Electrical Services”) in respect of Products purchased from the Company by its customers (the “Customers”) from time to time (the “Program”).
This Agreement (the “Agreement”) sets forth the terms and provisions of the parties in connection with the Participant’s rights to participate in the Program during the Term (as defined below).
NOW THEREFORE in consideration of these premises and the mutual covenants, agreements and conditions hereinafter contained and for other good and valuable consideration (the receipt, adequacy and sufficiency of which is hereby mutually acknowledged), the parties hereto do hereby covenant and agree as follows:
For the purposes of this Agreement, the following definitions shall apply (in addition to any other capitalized terms defined elsewhere herein):
“Business Day” means a day other than a Saturday, Sunday or statutory or banking holiday in Toronto, Ontario.
“Person” means any individual, company, firm, trust, partnership, corporation or other legal entity of any nature or kind whatsoever and “Persons” has a similar meaning.
“Term” has the meaning set forth below.
GRANT OF PARTICIPATION RIGHTS
During the Term and subject to the provisions hereof, the Company hereby grants and authorizes the Participant the right to participate in the Program and, subject to the provisions of this Agreement, undertake and complete, directly with Customers, the provision of Electrical Services in respect of Products from time to time purchased by such Customers from the Company (collectively, the “Participant Rights”).
Except with the Company’s express prior written consent, the Participant shall have no right to assign, lease or transfer any of the rights granted to it hereunder nor appoint any subdistributors, agents, brokers, dealers or other channels of sale or distribution in connection with the Participant’s participation in the Program.
Any provision of Electrical Services by the Participant for any Customers in connection with the Program shall be undertaken and completed by the Participant directly with the Customer and pursuant to agreements (whether written or otherwise) to be entered into solely between the Participant and such Customers (collectively, “Customer Agreements”). Under no circumstances shall the Company be a party to any such Customer Agreements nor have any liability to such Customers and the Participant alone shall be solely responsible for the direct provision of all Electrical Services and the performance of all obligations (including any service warranty obligations) to Customers under such Customer Agreements.
ADDITIONAL PROGRAM DETAILS
1. From time to time during the Term, the Company will inform the Participant of requests from its Customers for the provision of Electrical Services in respect of Products purchased by such Customers from the Company (a “Request to Bid”).
2. Upon receipt of any Request to Bid from the Company, the Participant may, but is not obligated to, submit a detailed confidential written or online, as applicable, response to such Request to Bid setting out the Participant’s pricing, timing and other terms for the provision of Electrical Services by the Participant to the Customer (the “Bid Response”).
3. If in the Company’s sole discretion and based on the Bid Response, the Company may elect to introduce the Customer to the Participant for the purposes of the Participant providing Electrical Services to the Customer in respect of the Customer’s Product(s) purchases from the Company (the “Customer Introduction”).
4. Should the Customer elect to engage the Electrical Services of the Participant in connection with such Product(s) purchases, the Participant shall then directly negotiate and enter into a Customer Agreement with such Customer. The Company will not be a party to any such Customer Agreement nor participate in any negotiations, discussions and/or communications between the Participant and the Customer in connection with either such Customer Agreement or the provision of any Electrical Services to the Customer by the Participant.
5. As consideration for any Customer Introductions, the Participant agrees to pay an introduction fee to the Company in the amount of $89.00 CAD (plus applicable taxes/HST) (the “Introduction Fee”). The Company reserves the right, from time to time in its sole discretion, to vary or increase the Introduction Fee specified in any Request to Bid. All Introduction Fees shall be paid by the Participant to the Company within three (3) Business Days of entering into of any Customer Agreements.
6. The Participant agrees to provide to the Company confidential copies of all Customer Agreements forthwith upon receipt from any Customers solely for the Company’s own record keeping purposes in connection with this Agreement.
PARTICIPANT REPRESENTATIONS & WARRANTIES, ETC.
The Participant represents, warrants and covenants to the Company that (A) it is now, and shall at all times during its participation in the Program, be duly licensed and registered under all applicable laws and all applicable industry regulations in all applicable jurisdictions for the provision of Electrical Services and (B) it now maintains and shall, at all times, during and following the Term, maintain proper and comprehensive business property, casualty and liability/error and omissions insurance in respect of the provision of all Electrical Services by it to Customers from time to time (collectively, the “Insurance Coverages”). Upon request, the Participant shall provide written evidence of such Insurance Coverages to the Company. The foregoing representations, warranties and covenants shall survive the execution and delivery of this Agreement and any termination of this Agreement without limitation.
The Participant agrees to defend, indemnify and hold harmless the Company and its shareholders, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all costs, expenses, losses, liabilities, interest, fines, penalties, damages, claims (including third party, governmental or regulatory claims), actions and proceedings (including reasonable legal and other professional costs and expense and all court costs) that the Indemnified Parties may, directly or directly, suffer or incur in any manner whatsoever arising from any of the following: (a) the Participant’s participation in the
Program, (b) the Participant’s provision of Electrical Services to any Customers, (c) any breach of any of the provisions of this Agreement or (d) the performance, acts or omissions by the Participant under or in connection with this Agreement.
This Agreement shall be effective from and following the date of acceptance of these terms by the Participant in the manner contemplated herein (the “Effective Date”) and, unless terminated earlier by the Company in accordance with the provisions of this Agreement, shall remain in effect for (a) an initial period of one (1) year commencing from the Effective Date (the “Initial Term”) and (b) provided that the Participant remains in full compliance with all of its obligations hereunder, the Initial Term may be renewed by the Company, in its sole discretion, for successive twelve (12) month renewal periods (each a “Renewal Term”). The Initial Term and all Renewal Terms hereunder shall be collectively referred to herein as the “Term”.
The Company may terminate this Agreement (subject to those provisions hereof which either expressly or by their nature survive such termination) at any time for convenience on five (5) Business Days’ prior written notice to the Participant.
Upon expiration or termination of this Agreement for any reason whatsoever, the following additional provisions shall apply (unless other terms are agreed upon by the parties in writing):
• all of the Participant Rights shall immediately terminate and cease; • all payments owing by the Participant to the Company hereunder in respect of all Introduction Fees shall continue to be paid in full in accordance with this Agreement; and • the Participant shall immediately return to the Company and/or destroy and certify the destruction of all Confidential Information (as defined below).
During the Term and upon reasonable written notice from the Company, the Company shall have the right, during regular business hours, to attend at the Participant’s location(s) of business and inspect and review such applicable books and records (including copies of all Customer Agreements and Insurance Coverages) for purposes of ensuring the Participant’s full and proper compliance with all of its obligations hereunder.
The Participant agrees that it shall keep confidential, and shall not divulge to any Person or use for any purpose other than the performance of its obligations hereunder, any financial, intellectual property or other information, data or materials (either in written or electronic format) acquired, directly or indirectly, from the Company which in any manner is sensitive, non-public or otherwise prejudicial to the interests of the Company (collectively, “Confidential Information”). The foregoing obligations of confidentiality shall not apply to any information, data or materials that (a) were known to the Participant at the time of disclosure, (b) are at the time of disclosure or later become publicly known under circumstances involving no breach of this Agreement or (c) are required to be disclosed by the Participant pursuant to any law, rule, regulation or order of any governmental or competent regulatory agency or authority in any jurisdiction, provided that the Participant provides the Company with a reasonable prior opportunity to limit such disclosure to the extent permitted by law.
THE COMPANY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO AMEND, MODIFY OR VARY (COLLECTIVELY, “AMENDMENTS”) THESE TERMS AND CONDITIONS AT ANY TIME AND SUCH AMENDMENTS SHALL BE EFFECTIVE UPON POSTING OF SUCH AMENDED TERMS AND CONDITIONS ON THIS WEBSITE. THE PARTICIPANT AGREES TO REVIEW THE TERMS AND CONDITIONS OF THIS WEBSITE PERIODICALLY TO BE AWARE OF SUCH AMENDMENTS AND THE PARTICIPANT’S CONTINUED USE OF THIS WEBSITE AND/OR SUBMISSION OF ANY BID RESPONSES SHALL BE DEEMED CONCLUSIVE ACCEPTANCE BY SUCH PARTICIPANT OF SUCH AMENDED TERMS AND CONDITIONS.
The Participant agrees that electronic pages accessed by it on this website are written documents and that by electronically acknowledging by “clicking” any “buttons” stating “OK” or “I Accept”, “proceed”, “continue”, “approve” or “buttons” with similar intent shall have the same legal effect as the Participant (or its officers, employees or legal representatives) having placed its or his signature by hand and provided hardcopy versions of such pages with intent to be legally bound with the Company for their content. The Participant accepts any records or documents stored or produced by the Company through electronic means or device as sufficient evidence for all purposes to establish such documents and the contents as correct, authentic and binding on the Participant.
YOU SHOULD PRINT OUT A HARDCOPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS.
GENERAL CONTRACT PROVISIONS
Any disputes arising involving the Participant’s use of this website or this Agreement will be exclusively governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. The Participant expressly consents to the exclusive forum, jurisdiction and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario or any other judicial district or jurisdiction as the Company may determine in any and all actions, disputes or controversies relating hereto. The parties specifically agree that the performance of this Agreement, in all its respects, does not take place outside the jurisdiction of the Province of Ontario, Canada. If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from this Agreement and the remaining terms will continue to apply. Any failure to enforce any of the provisions set out in this Agreement shall not be construed as any waiver of such provisions and shall not affect the validity of this Agreement, or the Company’s rights hereunder. The Company reserves the right to provide notice to the Participant, from time to time, either by mail, e-mail or posting on this website. This Agreement, which is hereby accepted by the Participant upon use of this website and/or submission of any Bid Responses, contains the entire agreement between the Company and the Participant regarding the use of this website and this Agreement. The parties have required that this Agreement and all documents relating thereto be drawn up in English only. If relevant, the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded hereunder. Unless otherwise provided herein or in any written communication sent by the Company to the Participant, all references to “$” or currency or money in this Agreement shall mean lawful currency of Canada. The Participant is not, and shall not under any circumstances whatsoever be deemed to be, a subcontractor, partner, joint venturer and/or agent of, or to, the Company and the parties expressly confirm that the relationship between the Company and the Participant shall, at all times hereunder, be an independent contractor relationship and neither the Company nor the Participant shall hold themselves out as any subcontractor, partner, joint venturer and/or agent of the other nor shall either of them have any authority to legally bind the other. The Participant shall have no rights whatsoever to use the Company’s name, trademarks, branding, logos or other intellectual property rights (all such rights being retained by the Company hereunder), except with the express prior written consent of the Company.
Last Updated: 2018
© Autochargers.ca Corporation. 2017. All Rights Reserved.