Updated 17/04/2025
Terms & Conditions
1.1Defined terms
In this document:
Agreed Rates means the agreed daily and/or hourly rates set out in a Services Agreement.
Agreement is defined in clause 2.
Background IP means the intellectual property of a party which was in existence prior to the commencement of this Agreement or which is subsequently developed by that party independently of and for purposes unconnected with this Agreement.
Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in British Columbia.
Business Hours means from 9.00am to 5.00pm on a Business Day.
Confidential Information of a Disclosing Party means:
(a) the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Agreement:
(i) information that is by its nature confidential;
(ii) information that is designated by the Disclosing Party as confidential; and
(iii) information the Receiving Party knows, or ought to know, is confidential; and
(b) all notes and other records prepared by the Receiving Party based on or incorporating the information referred to in paragraph (a),
and in the case of Customer includes the Deliverables, but excludes information that:
(c) the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or
(d) is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).
Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this Agreement pursuant to Canadian Law.
Contract IP means intellectual property created by Safeworx Consulting Inc in the course of performing its obligations under this Agreement.
Canada Business Corporations Act (CBCA) means the Canada Business Corporations Act (CBCA).
Customer Inputs means the grant of access to premises and facilities, and the access to information and Personnel, as specified in a Purchase Order.
Customer Policies means those policies, standards and procedures of Customer as:
(a) specified in a Purchase Order; and
(b) otherwise notified to Customer from time to time.
Damages means all:
(a) liabilities, losses, damages, costs and expenses (including all legal costs) whether incurred or awarded against a person; and
(b) disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties, arising out of a right under this Agreement.
Deliverable means any and all Material to be created or provided by or on behalf of Safeworx Consulting Inc in the course of, or as a consequence of, fulfilling its obligations under this Agreement (and includes each item that is identified as a deliverable in the applicable Purchase Order).
Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party or whose Confidential Information otherwise becomes known to the Receiving Party.
Dispute is defined in clause 19.1.
Due Date means the date or time specified in a Purchase Order by which:
(a) a Milestone must be met;
(b) a Service or Deliverable must be supplied; or
(c) an obligation must be performed.
Effective Date means the date the last party executes this Agreement.
Fees means the fees paid or payable to Safeworx Consulting Inc by Customer for the supply of Services and Deliverables, as specified in a Purchase Order.
Force Majeure Event affecting a party includes but is not limited to an act of God, pandemics, epidemics, lightning, fire, storm, flood, earthquake, explosion, war, hostilities (whether or not war is declared), terrorism, invasion, rebellion, civil unrest, national emergency, act of government, sabotage, embargoes, blockades, labour disruption or external telecommunications failure.
Government Authority means any government or any public, statutory, governmental, semi-governmental, local governmental or judicial body, entity or authority.
Intellectual Property Rights means all intellectual property rights, including the following rights:
(a) patents, copyright (including future copyright), rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential;
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and
(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including Canada),
whether or not such rights are registered or capable of being registered.
Key Personnel means the persons named as such in the applicable Purchase Order (if any).
Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity, and any binding industry codes of conduct.
Loss means all liabilities, losses, damages, costs and expenses (including all reasonable legal costs determined on a solicitor and own client basis) whether incurred or awarded against a party, together with disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties, regardless of the action or omission, event, claim, direction or proceeding under which any of them arise.
Material means any documentation, documented methodology or process, software (source and object code), data or other material, in whatever form, including reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.
Milestone means a performance obligation of Safeworx Consulting Inc as described in a Purchase Order.
Milestone Date means the date for achievement of a Milestone, as set out in the applicable Purchase Order.
Personnel means, in relation to a party, the officers, employees, contractors (including subcontractors) and agents of that party (but, in the case of Customer, excludes Safeworx Consulting Inc).
Personal Information means personal information (as defined in the Personal Information Protection and Electronic Documents Act (PIPEDA) which is received or learnt by a party from any source in connection with the Services or this Agreement.
Purchase Order means a purchase order executed by the parties and formed in accordance with clause 5.
Receiving Party means a party to this Agreement who obtains Confidential Information of the other party to this Agreement.
Services means:
(a) the services, functions and responsibilities required to be provided by Safeworx Consulting Inc as specified in the applicable Purchase Order;
(b) the delivery of the Deliverables specified in the applicable Purchase Order; and
(c) any services, functions and responsibilities not specifically described in this Agreement (including any Purchase Order) but that are incidental to, or required for, the proper performance and supply of, the services, functions and responsibilities specified in paragraphs (a) and (b).
Taxes means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged, together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to their imposition.
Term means the duration of this Agreement as determined in accordance with clause 4.
1.2Interpretation
In this Agreement, except where the context otherwise requires:
(a)the singular includes the plural and vice versa, and a gender includes other genders;
(b)another grammatical form of a defined word or expression has a corresponding meaning;
(c)a reference to time is to the time in Vancouver, Canada;
(d)a reference to a party is to a party to this Agreement, including that party’s executors, administrators, successors and permitted assigns and substitutes;
(e)a word or expression defined in the Canada Business Corporations Act (CBCA) has the meaning given to it in the Canada Business Corporations Act (CBCA);
(f)a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it; and
(g)headings are for ease of reference only and do not affect interpretation.
(h)if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.
This Agreement consists of:
(a)each duly executed Purchase Order (including attachments, if any); and
(b)clauses 1 to 21 (inclusive) of this document.
3.Inconsistency
If there is any inconsistency between the provisions of the documents that together form this Agreement, the Purchase Order will prevail to the extent of that inconsistency.
This Agreement begins on the Effective Date and continues until it is terminated in accordance with its terms.
5.1No reliance on representations
Customer warrants that it has not relied on any representation made by Safeworx Consulting Inc which has not been stated expressly in this Agreement (including a Purchase Order).
5.2Verification of accuracy of representations
Customer acknowledges that to the extent Safeworx Consulting Inc has made any representation which is not otherwise expressly stated in this Agreement, Customer has been provided with an opportunity to independently verify the accuracy of that representation.
6.Purchase Orders
6.1Preparation of Purchase Order
Where Customer requests Services, Safeworx Consulting Inc will, within 10 Business Days of such request (or within such other period as may be agreed in writing by the parties) prepare a draft Service Agreement in respect of those services. The draft Services Agreement will:
(a)be substantially in the form specified in the Schedule (“the template“); and
(b)contain (at a minimum) all of the details outlined in the template.
6.2Approval (or otherwise)
(a)Customer must notify Safeworx Consulting Inc whether it approves the Service Agreement or requires an amendment.
6.3Authority and performance
(a)Safeworx Consulting Inc will perform the Services outlined in the Service Agreement within a mutually agreed timeframe, upon receipt of a purchase order, aligned to the quoted amount.
(b)Up front payment may be required depending on services and at the discretion of Safeworx Consulting Inc, as outlined in the Service Agreement.
6.4Customer Inputs
Customer must provide, or procure the provision of, each of the Customer Inputs, in the manner and at the time specified in the Service Agreement.
6.5Performance standards generally
Safeworx Consulting Inc will:
(a)supply the Services in a proper, timely and efficient manner using that standard of care, skill, diligence, prudence and foresight that would reasonably be expected of an expert and experienced Safeworx Consulting Inc of services similar to the Services; and
(b)carry out its obligations and duties and supply the Services in accordance with Customer’s reasonable directions from time to time.
Safeworx Consulting Inc may sub‑contract for the performance of this Agreement or any part of this Agreement. Safeworx Consulting Inc acknowledges that it remains responsible for the acts or omissions of a sub-contractor which performs the Services.
(a)Safeworx Consulting Inc will use reasonable endeavours to ensure that the Services are supplied by the Key Personnel (if any) specified in the applicable Purchase Order.
(b)Safeworx Consulting Inc will replace any Personnel (including any Key Personnel) if reasonably requested to do so by Customer.
9.Compliance
Safeworx Consulting Inc will at all times and at its own cost:
(a)comply with:
(i)all Laws (including occupational health and safety, privacy and data protection Laws); and
(ii)all requirements of any government or Government Authority (including public health directions which relate to or may impact upon the provision or delivery of the Deliverables or Services);
(b)ensure that it does not perform the Services in a manner that causes Customer to breach any Law; and
(c)obtain and maintain all licences, authorisations, consents, approvals and permits that are required by Law to be obtained by Safeworx Consulting Inc to enable Customer to receive the full benefit of the Services and the Deliverables under this Agreement.
Safeworx Consulting Inc will comply, at its own cost, with the Customer Policies (as amended from time to time), to the extent that:
(a)such policies are applicable to Safeworx Consulting Inc in its capacity as a supplier to Customer; and
(b)copies of such policies have been provided to Safeworx Consulting Inc.
If for the purposes of performing any Services, any of Safeworx Consulting Inc’s Personnel require access to premises owned or occupied by Customer; then:
(a)Safeworx Consulting Inc will comply with:
(i)applicable Customer Policies, directions and procedures relating to work health and safety and requirements of public health directions;
(ii)Customer security and confidentiality requirements; and
(iii)work standards, methodologies and procedures reasonably requested by Customer; and
(b)subject to clause 9.3(a)(i), Customer will:
(i)ensure Safeworx Consulting Inc’s Personnel are provided with such access to Customer’s premises as is necessary for the performance of the Services;
(ii)ensure the workplace complies with all occupational health and safety regulations applicable to the site; and
(iii)indemnify Safeworx Consulting Inc and its personnel in respect of any workplace injury sustained as a result of attendance on Customer’s site.
9.4Access rights
(b)Safeworx Consulting Inc may refuse to enter Customer premises, or subsequently extract its Personnel from Customer premises, which it reasonably considers
(i)are not compliant with the standards described in this Agreement; or
(ii)without limiting clause 9.4(b)(i), represent a risk to the health or safety of its Personnel.
(c)For the avoidance of doubt, any applicable Due Dates or Milestones:
(i)are not affected by Customer’s denial of access under paragraph (a); and
(ii)will be extended as reasonably requested by Safeworx Consulting Inc in the event it declines to access the Customer premises in accordance with paragraph (b).
10.1Safeworx Consulting Inc action to overcome the Delay
If there is an actual or anticipated delay in meeting a Milestone Date (Delay), Safeworx Consulting Inc must:
(a)immediately notify Customer; and
(b)take all steps reasonably required by Customer to prevent, limit or rectify the Delay.
10.2Consequences of a Safeworx Consulting Inc Delay
To the extent a Delay is caused by Safeworx Consulting Inc, Customer:
(a)withhold payment of Fees until the relevant Deliverables are approved; or
(b)specify a revised date for the supply of the relevant Services.
10.3Consequences of a Customer Delay
11.1Fees generally
Safeworx Consulting Inc may invoice Customer for the Fees in accordance with the applicable Purchase Order.
(a)Where Services are to be supplied on a time and materials basis or a capped time and materials basis the Fees must be calculated using the Agreed Rates
12.1Obligation to pay
Customer will pay each correctly rendered invoice within 30 days of its receipt unless Customer disputes that invoice in accordance with clause 12.2.
(a)If Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Safeworx Consulting Inc, Customer must:
(i)pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this Agreement; and
(ii)notify Safeworx Consulting Inc in writing (within five Business Days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.
(b)If some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then Customer must pay that amount together with interest on that amount (calculated on a daily basis) at an annual rate equivalent to the Official Cash Rate set by the Bank of Canada plus 2%, in accordance with the terms of payment set out in this Agreement.
In this clause 13, a word or expression defined in the Part IX of the Excise Tax Act has the meaning given to it in that Act.
13.2Consideration of HST/GST inclusive
Any consideration to be paid or provided for a supply made under or in connection with this Agreement, unless specifically described in the Purchase Order as “GST or HST exclusive”, includes an amount on account of required tax according to Provincial and Federal tax law in Canada.
13.3Other Taxes
Except as specified otherwise in this Agreement, the Fees are exclusive of taxes, duties and charges imposed or levied in Canada or overseas in connection with this Agreement. Without limiting the foregoing, Customer is liable for any new taxes, duties or charges imposed subsequent to the date of this Agreement.
(b)To the extent that Customer needs to use any Safeworx Consulting Inc Background IP to receive the benefit of the Services or Deliverables, Safeworx Consulting Inc grants to Customer a perpetual, irrevocable, fully paid-up, transferable, non-exclusive licence (including the right to sub-license) to use, reproduce, modify, adapt and communicate that Safeworx Consulting Inc Background IP.
14.2New Contract IP
(a)Customer acknowledges that ownership of the Contract IP remains vested in Safeworx Consulting Inc.
(b)Safeworx Consulting Inc grants to Customer an exclusive, perpetual, fully paid-up, irrevocable, worldwide licence to use the Contract IP for the sole purpose of enabling Customer to derive full benefit from its acquisition of the Deliverables.
14.3IP indemnity
Safeworx Consulting Inc will indemnify Customer against liability under any final judgment in proceedings brought by a third party against Customer which determine that Customer’s use of any of the Deliverables constitutes an infringement of a third party’s intellectual property under Canadian law.
14.4Conditions of IP Indemnity
Safeworx Consulting Inc will not indemnify Customer as provided in subclause 14.3 unless Customer:
(a)notifies Safeworx Consulting Inc in writing as soon as practicable of any infringement, suspected infringement or alleged infringement;
(b)gives Safeworx Consulting Inc the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings;
(c)provides Safeworx Consulting Inc with reasonable assistance in conducting the defence of such a claim;
(d)permits Safeworx Consulting Inc to modify, alter or substitute the infringing part of the Deliverables, at its own expense, to render the Deliverables non‑infringing; and
(e)authorises Safeworx Consulting Inc to negotiate and procure on behalf of Customer a licence or other authority to enable Customer to continue the use and possession of the Deliverables.
14.5Exceptions to indemnity
Supplier will not indemnify Customer if such infringement, suspected infringement or alleged infringement arises from:
(a)use of the Deliverables in combination by any means and in any form with other goods not specifically approved by Safeworx Consulting Inc;
(b)use of the Deliverables in a manner or for a purpose not reasonably contemplated or not authorised by Safeworx Consulting Inc;
(c)modification or alteration of the Deliverables without prior consent in writing of Safeworx Consulting Inc; or
(d)any transaction entered into by Customer relating to the Deliverables without Safeworx Consulting Inc prior consent in writing.
14.6Moral rights
Customer must not do anything that is, or is likely to be, an infringement of, or otherwise inconsistent with, any Moral Rights in connection with any Deliverables.
14.7Publicity
Customer must not make or authorise a press release or other public statement relating to this Agreement unless it has the prior written approval Safeworx Consulting Inc or is otherwise required by Law.
15.1Acknowledgment
Each party acknowledges that:
(a)a party may suffer financial and other Loss and Damage if any unauthorised act of the other party occurs in relation to the Confidential Information of a party, and that monetary damages would be an insufficient remedy; and
(b)in addition to any other remedy available at Law or in equity, a party is entitled to injunctive relief to prevent a breach and to compel specific performance of clause 15.
15.2Use and disclosure
A Receiving Party:
(a)may use Confidential Information of the Disclosing Party only for the purposes of this Agreement; and
(b)must keep confidential all Confidential Information of the Disclosing Party except:
(i)(in the case of Customer) to the extent required to enjoy the benefit of the licence granted under clause 14;
(ii)for disclosures permitted under this clause 15; and
(iii)to the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law.
A Receiving Party may disclose Confidential Information of the Disclosing Party to:
(a)its officers, employees, agents, contractors and professional advisors who have a need to know for the purposes of this Agreement (and only to the extent that each has a need to know); and
(b)other persons only with the prior written consent of the Disclosing Party (and then only to the extent that each has a need to know),
provided that, before disclosure, each such disclosee has been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party (Direction).
15.4Receiving Party’s obligations
A Receiving Party must:
(a)ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 15.3 complies with its Direction; and
(b)notify the Disclosing Party of, and take all steps to prevent or stop, any suspected or actual breach of a Direction.
15.5Privacy
Each party must comply with all applicable privacy and data protection Laws as they relate to the subject matter of this Agreement.
16.Warranties
16.1Exclusion of implied conditions and warranties
To the full extent permitted by law, all conditions and warranties which would otherwise be implied in this Agreement (by statute, general law, customs or otherwise) are expressly excluded.
16.2Consumer Guarantees
Safeworx Consulting Inc’s liability for failure to comply with a Consumer Guarantee is limited to:
(a)in the case of goods supplied to Customer, the replacement of the goods or the supply of equivalent goods (or the payment of the cost to Customer of the replacement or supply), or the repair of the goods (or the payment of the cost to Customer of the repair); and
(b)in the case of services supplied to Customer, the supply of the services again or the payment of the cost to Customer of having the services supplied again.
17.1Customer indemnity
(a)Customer agrees to indemnify Safeworx Consulting Inc and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Customer’s breach of this Agreement.
(b)Customer’s liability to indemnify Safeworx Consulting Inc under this clause is reduced proportionately to the extent that any act or omission of Safeworx Consulting Inc or its officers, directors, agents or employees contributed to the claim in accordance with relevant proportionate liability legislation.
To the extent permitted by law, Safeworx Consulting Inc’s total aggregate liability for all Damages suffered or incurred by Customer under or in connection with a Purchase Order will not exceed an amount equal to the aggregate of the amount of the total Fees paid and/or payable under that Purchase Order, less fees paid to employees, contractors or suppliers contributing to execution of the agreement.
Notwithstanding any other provision of this Agreement, and except as otherwise prohibited by law, Safeworx Consulting Inc will have no liability for special, indirect or consequential losses arising under a Services Agreement. For the purposes of the foregoing, “consequential loss” means any loss that does not arise naturally and according to the usual course of things as a result of a breach of this Agreement or other event giving rise to such loss, whether or not such loss may reasonably be supposed to have been in the contemplation of the parties, at the time they made this Agreement, as the probable result of the relevant breach or other event.
The parties agree that the exclusions of liability under clause 17.3 do not apply, and may not be relied on by Safeworx Consulting Inc, to limit or exclude a party’s liability for Damages arising from:
(a)the death or illness of, or injury to, any individual caused by the breach of this Agreement by, the negligent or unlawful acts or omissions of, or the wilful misconduct of, a party or its Personnel;
(b)the loss or destruction of, or damage to, any tangible property caused by the breach of this Agreement by, the negligent or unlawful acts or omissions of, or the wilful misconduct of, a party or its Personnel;
(d)a claim that the supply of the Services, or Customer’s possession or use of any Deliverables or Safeworx Consulting Inc Background IP or the Contract IP provided under this Agreement, infringes the Intellectual Property Rights or other rights of any person;
(e)a breach of clause 15 (Confidentiality) by a party or its Personnel;
(f)the fraudulent or unlawful acts or omissions of a party or any Personnel of that party; or
(g)repudiation or abandonment of this Agreement by a party.
18.1Effect of termination on Purchase Orders
If this Agreement is terminated in accordance with clause 18.2, each Purchase Order is also terminated unless Safeworx Consulting Inc notifies Customer in writing otherwise. Services delivered up to the point of termination will still be owed to Safeworx Consulting Inc and delivered by final invoice.
A party may terminate this Agreement if the other commits a breach of a material term, either:
(a)immediately upon notification, if the breach is incapable of remedy, or
(b)after 14 days of notification, if the breach is capable of rectification but it is not remedied during that period.
A party may terminate this Agreement if the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
(a)On the termination or expiry of all or part of this Agreement (including all or part of a Purchase Order):
(i)Safeworx Consulting Inc will cease providing the Services that are the subject of the termination;
(ii)each party must continue to keep confidential the other party’s Confidential Information in accordance with clause 15; and
(iii)each party’s right to use and disclose the other party’s Confidential Information ceases, and if the other party requests, each party must promptly (at the other party’s option):
(A)return to the other party;
(B)destroy, and certify to the other party the destruction of; or
(C)destroy, and let an employee of the other party witness the destruction of,
the other party’s Confidential Information in the first party’s possession or control;
(b)Termination of all or part of this Agreement (including any Purchase Order) does not affect any accrued rights or remedies of either party.
(a)If a party considers there is a dispute, difference of opinion or question arising out of this Agreement (Dispute), the party must notify the other party in writing explaining the nature of the Dispute and requesting that the parties engage in negotiations to resolve the Dispute in accordance with paragraph (b).
(a)If the parties cannot resolve the Dispute under clause 19.1 within 30 days (or such longer period as agreed between the parties) after a party has given the other party notice of the Dispute, the parties must endeavour to resolve the Dispute through mediation in accordance with the mediation rules of the Canadian Centre for Alternative Dispute Resolution (CEDR Canada).
(b)Any mediation in respect of a Dispute is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within seven days of the expiry of the 30 day period referred to in paragraph (a), by a person appointed by the chair of Canadian Centre for Alternative Dispute Resolution (CEDR Canada) or the chair’s designated representative.
19.3Court proceedings if procedure fails
If the Dispute is not resolved within 30 days (or such longer period as agreed between the parties) after the appointment of the mediator under clause 19.2, then either party may seek any relief it considers appropriate in a court of competent jurisdiction.
19.4Obligations continue
The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.
20.Notices
Where a party is required to give another party a notice, demand, consent, approval or communication under this Agreement (Notice), such Notice must be given either by hand delivery, prepaid express post or email to the recipient’s address for Notices specified on the first page of this Agreement (as varied by any Notice given by the recipient to the sender).
20.2Effective on receipt
A Notice given in accordance with clause 20.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:
(a)if hand delivered, on delivery;
(b)if sent by prepaid express post, on the second Business Day after the date of posting (or on the second Business Day after the date of posting if posted to or from a place outside Canada);
(c)if sent by email:
(i)at the time shown in the delivery confirmation report received by the sender at the time that the email was delivered to the addressee, unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee; or
(ii)four hours after the time sent (as recorded on the device from which the sender sent to the email) unless the sender receives an automated message that the email has not been delivered,
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.
21.Force Majeure Events
(a)Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to a Force Majeure Event.
(b)If a delay or failure of a party to perform its obligations is caused or anticipated due to a Force Majeure Event, the performance of that party’s obligations will be suspended.
(d)In the event of termination under this clause, neither party is liable to the other except to the extent of rights or obligations which accrued before the termination.
(a)This Agreement may be altered only in writing signed by each party.
(b)These terms, and any existing Purchase Order, may only be modified or amended in writing.
(c)Safeworx Consulting Inc must not assign any of its rights or purport to novate any of its obligations arising out of this Agreement to a third party without Customer’s prior written consent.
(d)Any term by its nature intended to survive termination of this Agreement survives termination of this Agreement, including clauses 14, 15, 17 and 19.
(e)This Agreement (including a Purchase Order) may be executed in counterparts. All executed counterparts constitute one document.
(f)A provision or part of a provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions or parts of the provisions of this Agreement continue in force.
(g)A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
(h)Except where this Agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
(i)This Agreement is governed by the law of British Columbia, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of British Columbia.
(j)The parties consent to either or both parties signing this Agreement electronically in a manner permitted by the Uniform Electronic Commerce Act (UECA) or equivalent electronic signature legislation as enacted in any other Canadian State or Territory from time to time and this method of signature is conclusive evidence of a party’s intention to be bound by this Agreement as if it had been signed by that party’s hand signature.