Background

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"): The Client has hired Wizards Telematics Mechanical/Jacob Materman for Mechanical Maintenance, Installations, Adjustments, Diagnosis or Repairs. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Terms Of Agreement

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain ongoing and in effect indefinitely until terminated.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 14 days' written notice to the other Party.

This Agreement may be terminated at any time by mutual agreement of the Parties in writing. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

In the event that either Party breaches any such provisions under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

In the event that either Party breaches any such provisions under this Agreement, the Agreement is to be considered null and void unless otherwise agreed upon between both Parties in writing.

In the event that this Agreement is terminated or deemed null and void, the Client will be billed by the Contractor for all services rendered to date. The Client will be required to pay any outstanding balance on their account within a 30-day period. Any amount outstanding after the 30-day period will be subject to a late fee penalty stated under “Interest on Late Payments” agreed upon in this Agreement.

Compensation

The Contractor will charge the Client for the Services at the rate agreed upon in the accepted estimate and/or quote. The Client agrees to all Services being a 4-hour minimum charge per site visit. The Contractor will invoice the Client after each Service is completed. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

At the discretion of the contractor a non-refundable deposit of the amount agreed upon in the estimate/ quote will be required prior to execution of any services. Such deposit will be credited towards the final total amount owing.

All monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

Reimbursement Of Expenses

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

The Contractor will only be reimbursed for expenses submitted according to the following guidelines:  The Client will reimburse the Contractor for any supplies, specialized tooling, or parts required to complete the Services agreed upon. An estimate will be provided to the client for pre-approval.

Travel expenses will be quoted as part of initial estimate/ quote but may be modified due to unforeseen expenses during the service period and will be added to the final invoice.

Interest On Late Payment

Interest payable on any overdue amounts under this Agreement is charged at a rate of 4% per 90-day period or at the maximum rate enforceable under applicable legislation, whichever is higher.

Confidentiality

Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report, or use for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law.

The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership Of Intellectual Property

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor.

The Client is granted a non-exclusive limited-use licence of this Intellectual Property. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

Return Of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractors

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee.

The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for Service.

Rights Of Substitution

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Contractor hires a sub-contractor: the Contractor will pay the sub-contractor for its Services and the Compensation will remain payable by the Client to the Contractor.

For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

Autonomy

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement.

The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Equipment

The Contractor will provide at the Contractor’s own expense, any and all tools, equipment, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

Except as otherwise provided in this Agreement, The Contractor may from time to time require the use of certain equipment in the Client’s possession, with permission from the Client or authorized representative of the Client, in accordance to completing the Services.

No Exclusivity

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given by email or in writing and delivered to the addresses listed under “Client information and “Contractor information.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, fines, demerits, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification Of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Signatures/ Acknowledgement

The clients or authorized representative of the clients; acknowledges that they fully understand and agree with the terms and conditions as stated above by completing and submitting the contact form.