Terms and Conditions of The DPO Centre Canada Inc.

1. Outline
This document sets out the terms on which we accept instructions and charge for our services. Our aim is to provide you with a professional service which meets your requirements in a cost-effective manner.
If you instruct us to act for you, and we accept those instructions, we will issue you with a Client Agreement. These Terms should be read in conjunction with our Client Agreement.

2. Definitions
In these terms:
Additional Services” means any additional tasks which we may agree on in writing from time to time.
Affiliate” has the meaning given to it in the Canada Business Corporation’s Act.
Agreement” means the Agreement between us and you which shall be deemed to incorporate these Terms and the terms on any individual Client Agreement issued by us.
Applicable Laws” means, to the extent applicable, Canadian Federal Privacy Laws and Provincial Privacy Laws.
Business Day” means a day other than a Saturday, Sunday or public holiday in Ontario when banks in Toronto are open for business.
Canadian Federal Privacy Laws” means the laws of the Federal Government of Canada to which you are subject, which relates to the protection of personal data as amended, replaced or superseded from time to time.
Client Agreement” means our document or other communication to you headed Client Agreement, setting out the basis on which we will work with you in relation to our Services.
Client Materials” means all documents, information, items and materials in any form, whether owned by you or a third party, which are provided by you to the DPO Centre in connection with the Services and any Additional Services.
Client Personal Data” means any Personal Data processed by the DPO Centre on your behalf pursuant to or in connection with the provision of the Services and any Additional Services.
Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
Data Subject” means the person to whom the personal data relates.
Instructions” means the processing activities you are requesting that we provide as part of the Services and/or Additional Services, as more specifically defined in clause 13.f below.
Personal Data” shall mean personal information as that term or any successor term is defined under Applicable laws.
Personal Data Breach” means, without limitation, the improper or unauthorized access to, creation, collection, use, disclosure, retention or disposal of personal information which would require notification to a Regulatory Authority or a Data Subject under Applicable Laws.
Privacy Laws” means Canadian Federal Privacy Laws and Provincial Privacy Laws and to the extent applicable, the data protection or privacy laws of any other country.
Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Provincial Privacy Laws” means the law of a Province or Territory of Canada to which you are subject, which relates to the protection of personal data as amended, replaced or superseded from time to time.
Regulatory Authority” means the regulatory authority responsible for administering or enforcing Applicable Laws.
Services” means the services, including any goods and materials, detailed in the Client Agreement to be supplied by us involving the number of days indicated or specific deliverables as is set out in the Client Agreement including, for the avoidance of doubt, any Additional Services.
Sub-processor” means any person (other than any employee of us) appointed by us or on our behalf to process Client Personal Data.
Us, we, our, DPO Centre” means The DPO Centre Canada Inc., a company registered in Canada under number 1000582816 and includes where relevant our employees, agents, representatives and third party suppliers.
you/your” means you the client as detailed in the Client Agreement.

3. Our Services
a. When you instruct us, we will acknowledge your instructions and set out the services which we will provide in an acknowledgement (our “Client Agreement”) which should be read in conjunction with these Terms and any other referenced documents together as they constitute our “Agreement”. If there is any inconsistency between the Client Agreement and these conditions, the Client Agreement will take precedence.

b. This Agreement will commence on the date you confirm the details of work contained and referenced in our Client Agreement (“Commencement Date”).

4. Authority
a. Unless we are acting for you personally you should tell us in writing at the outset who is authorised to give us instructions. Unless we are advised to the contrary, we will assume that we are authorised to accept instructions from any person whom we reasonably believe to have authority to give instructions to us.

b. We will and can act on instructions given orally, in writing or via electronic communication.

5. Our responsibilities
We will carry out the Agreement in accordance with your instructions as set-out in the Client Agreement. Unless otherwise agreed in writing, all times, dates and prices are estimates only and may vary as a result of, without limit, the level and number of changes requested by you.

6. Roles and Responsibilities for Your Work
a. You are responsible for:

i. Ensuring any information you provide is complete and accurate.

ii. Ensuring we have any required access to your premises and suitable space and facilities to enable us to deliver the Services and/or Additional Services at the date and times agreed.

iii. Making any payments due to us within the stated terms.

iv. Being on time for any planned meeting or events.

v. Providing any co-operation and support reasonably required by DPO Centre in order for DPO Centre to meet its obligations under the Agreement.

b. We are responsible for delivering the Services and any Additional Services with reasonable skill and care, and in full compliance with relevant established professional standards. A timescale (if applicable) will be agreed with you prior to commencement; however any such performance dates shall be subject to clause 5 and, unless otherwise agreed in writing signed by an authorized signatory, time shall not be of the essence in respect of our delivery obligations under this Agreement.

c. The DPO Centre is not a firm of solicitors and is not governed by the rules and regulations applicable to lawyers and law clerks. Use of our services does not create a solicitor-client relationship and the DPO Centre does not provide legal advice.

d. The Client acknowledges and accepts that the DPO Centre is able to advise and provide guidance on compliance with Applicable Laws, but that the DPO Centre may rely on support from external third party providers in order to provide advice and guidance on non-Canadian Federal Privacy Laws and non-Provincial Privacy Laws.

7. Access and Communication
a. We are contactable on Business Days between 09.00 and 17.30 (Toronto time).

b. All telephone calls will be responded to as soon as possible and usually on the same Business Day the call is received. All other correspondence will be responded to within 2 Business Days of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise.

8. Fees
a. Our fees and charges will be calculated on the basis set out in our Client Agreement or as otherwise agreed with you in writing.

b. Unless otherwise stated our fees exclude any 3rd party costs or the costs of materials which are not yet known but will form part of the Services and any Additional Services, which if applicable will be agreed separately. 3rd party costs may include, without limitation, training materials, room hire, printing, postage and carriage.

c. With regard to the Services and any Additional Services:

i. We will maintain a record of the time spent on each task.

ii. Unless we agree otherwise, our charges are calculated by reference to the time spent. Time is charged in units of 10 minutes. Routine phone calls, emails and letters are recorded as a single unit and all other work is recorded in units of 10 minutes.

d. Travelling time is included within the fees. Waiting time is charged at our normal fees.

e. If we vary our charge rates you will be notified of the changes in writing a minimum of 90 days prior to the increase, including the date that the new rates will take effect.

f. The DPO Centre reserves the right to charge you for all of DPO Centre’s reasonable and evidenced expenses incurred as a result of DPO Centre and/or its agents, sub-contractors, consultants and employees fulfilling obligations to you in respect of the Services and any Additional Services (such expenses may include, without limitation, mileage at rates established by the Canada Revenue Agency and hotel expenses charged at cost). Such expenses must be pre-approved in writing by you except in cases where the DPO Centre has used reasonable endeavours to obtain your approval, but where such approval has not been received by the time the expense, in the DPO Centre’s reasonable discretion, needs to be incurred.

g. All sums due will be subject to any applicable tax, including where relevant, VAT.

h. For the avoidance of doubt, unless otherwise provided in our Client Agreement, and except as otherwise provided herein, you shall pay any additional charges which are incurred as a result of delays caused by you or your 3rd party suppliers or matters otherwise outside our reasonable control.
Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.

i. Time allocated for delivery of the Services and any Additional Services, regardless of whether the Services and any Additional Services are delivered onsite with you or remotely, will be mutually agreed between you and the DPO Centre as far in advance as practicable. Should you need to cancel or postpone any such allocation of time the following provisions of this clause shall apply:

j. you shall not be charged any fees in respect of any written notice of cancellation or postponement which is received by the DPO Centre:

A. 3 or more days in advance of the scheduled allocation of time, in the case of virtual/ remote meetings; and

B. 7 or more days in advance of the scheduled allocation of time, in the case of onsite/ face to face meetings or any other allocation of time.

ii. your time account will be charged for the time allocated in respect of any cancelled or postponed allocation of time where written notice of such cancellation of postponement is received by the DPO Centre less than 3 or 7 days (whichever is applicable) prior to the date of the allocated time.

The DPO Centre will, where possible and entirely at its discretion, endeavour to use the allocated time remotely to progress any suitable and productive tasks on your behalf.

Notwithstanding the amount of notice provided, the DPO Centre reserves the right to charge for any unrecoverable travel expenses incurred as a result of the cancellation.

9. Billing and Payment
i. For consultancy agreements of $5,000 or below, a fee equal to 100% of the total cost will be invoiced upon signing.  Payment terms for this invoice will be 30 days: however we reserve the right to require payment prior to commencement or continuation of the Services.  

For consultancy agreements between $5,001 & $20,000, payment is due in two stages (unless otherwise agreed). A fee equal to 50% of the total cost will be invoiced upon signing of the Client Agreement. This fee is for immediate payment and therefore delivery of the Services and, for the avoidance of doubt, any Additional Services will not commence until payment has been received. The remaining 50% will be due upon: completion of the Agreement (1); or the first anniversary of the Commencement Date (2), whichever is sooner. Payment terms for this invoice will normally be 30 days; however we reserve the right to require payment prior to the provision of any deliverables.

For Agreements in excess of $20,000, payment is due in three stages (unless otherwise agreed). A fee equal to 50% of the total cost will be invoiced upon signing of the Client Agreement. This fee is for immediate payment and therefore delivery of the Services and, for the avoidance of doubt, any Additional Services will not commence until payment is received. This will be followed by an invoice with 30 day terms, equal to 30% of the total cost (making 80% in total) which will be issued 45 days later. The remaining 20% will be due upon: completion of the Agreement (1); or the first anniversary of the Commencement Date (2), whichever is sooner. Payment terms for this invoice will be 30 days; however we reserve the right to require payment prior to the provision of any deliverables. Unless otherwise stated, all amounts are in Canadian currency.

ii. For Time & Material agreements, a fee equal to the minimum amount stated on the Agreement will be invoiced upon signing.  Payment terms for this invoice will be 30 days: however we reserve the right to require payment prior to commencement or continuation of the Services.  Further invoices will be issued at the end of each subsequent month for time spent to date.  Payment terms for these invoices will be 30 days; however we reserve the right to require payment prior to the provision of any deliverables.

iii. For Drawdown agreements, unless otherwise agreed on the Client Agreement, payment is due in two stages. A fee equal to 50% of the total cost will be invoiced upon signing of the Client Agreement. The remaining 50% will be invoiced once 50% of the total drawdown time has been used. Payment terms for these invoices will be 30 days; however we reserve the right to withhold the delivery of any further time or deliverables until payment has been received.

a. It is our standard practice to bill all additional fees (including, without limitation, fees in respect of Additional Services) and expenses on a regular basis throughout an assignment. This will usually be monthly unless otherwise agreed with you.

b. It is our preference that payments be made by direct bank transfer. Where payment is made by cheque the cheque should be made payable to The DPO Centre Canada Inc. Bank details for direct bank transfers will be displayed on all invoices, or can be provided upon request.

c. Our invoices must be paid without any deduction or withholding on account of taxes or other charges.

d. Where we have submitted work requiring your comment/approval prior to completion, you are requested to respond within 30 days of delivery of the work. After this time, if you have not contacted us, we reserve the right to invoice you for any remaining amount due under the Agreement.

e. If an invoice or part thereof remains outstanding in excess of the stated terms, we reserve the right to charge interest and/or suspend work on all matters on which we are advising you and/or terminate any ongoing services. In addition, all our invoices and all sums which are to be paid by you to us under this Agreement in respect of the Services and any Additional Services including, without limitation, any contracted days which are unused will become immediately due and payable.

f. Any queries in good faith relating to an invoice must be received within 7 days from the date of the invoice. Until such a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.

g. Where terms are exceeded, late payment charges will be levied at 2% per month or part thereof on the total amount outstanding. We reserve the right to levy additional charges for late payment, including an administration fee of $100 for each notice of late payment we issue to you and may take any action required to recover any sums outstanding.

h. Invoices overdue by more than 90 days will normally be passed to our solicitors for recovery plus any related costs and expenses which shall be borne by you.

10. Electronic Communication
a. Our preferred method of communication is email. Unless you specifically request otherwise, we will correspond by means of electronic mail. Both parties agree to accept the risks of using electronic mail for non-critical correspondence, including but not limited to the risks of viruses and unauthorised access.

b. Each party agrees to use reasonable procedures to check for commonly known viruses in information sent and received electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free or uninterupted.
Where information is of a critical or sensitive nature we require the protection of an encrypted exchange.

11. Notices
a. Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by email or prepaid first-class post to the address of the relevant party set out in the Client Agreement and shall be deemed to have been duly given or made as follows:

i. if personally delivered, upon delivery at the address of the relevant party,

ii. if sent by email, when dispatched;

iii. if sent by first class post, two Business Days after the date of posting; or

iv. if sent by air mail, 5 Business Days after the date of posting,
provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given on a non-Business Day or made after 1700 hours in the place of receipt, it shall be deemed to be given or made at the start of the next Business Day.

b. A party may notify the other party of a change to its name, relevant addressee or address for the purposes of this clause provided that such notification shall only be effective on:

i. the date specified in the notification as the date on which the change is to take place; or

ii. if no date is specified or the date specified is less than 5 Business Days after the date on which notice is given, the date falling 5 Business Days after notice of any such change has been given.

12. Confidential Information
a. Each party acknowledges that in connection with this Agreement it may receive or be exposed to certain confidential or proprietary technical information, personal information relating the Client’s customers, contacts, suppliers and employees and business information and materials of the other party (“Confidential Information”). Each party, its agents, employees and contractors shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement or as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.

b. Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with all applicable Privacy Laws in storing and processing any personal information you provide to us.

13. Personal Data and Data Processing
Processor
a. For the purposes of the Services and any Additional Services we are a Processor and you are a Controller. In our role as a Processor we shall comply with all applicable Privacy Laws in the Processing of Client Personal Data, and not Process Client Personal Data other than in accordance with the Instructions.

b. Should it be the case that Client Personal Data is to be processed as part of the Services and/or any Additional Services, then the nature and purpose of such processing of the Client Personal Data is to collect, record, organise, structure, store, adapt or alter, retrieve, consult, use, disclose by transmission, dissemination or otherwise make available, align or combine, restrict, erase or destroy, whichever is required for us to carry out the Services and/or Additional Services in respect of protecting the Client Personal Data pursuant to Applicable Laws.

c. We may appoint Sub-processors. Before any Sub-processor first Processes Client Personal Data we shall carry out adequate due diligence to ensure that the Sub-processor is capable of providing a level of protection for Client Personal Data equivalent to that provided by us in respect of its performance of the Services and/or Additional Services. We shall also ensure that the arrangement between us and the Sub-processor is governed by a written contract including terms which offers at least the same level of protection for Client Personal Data as those set out in this Agreement. You may request copies of our agreements with Sub-processors at any time by writing to us, and we shall provide you with copies (which may be redacted to remove confidential commercial information) within a reasonable period of time thereafter.

d. We may at our reasonable discretion enter into Sub-processor arrangements. If we intend to do so then we will give you one calendar month’s prior written notice of the proposed appointment of any Sub-processor, including full details of the Processing activities to be undertaken by the Sub-processor.

e. We shall not transfer Client Personal Data outside of Canada or outside the Province of Quebec (whichever is applicable to this Agreement) unless appropriate safeguards are in place.

Using the Service
f. You agree that you are instructing us to receive and use Client Personal Data for the purposes of carrying out the Services and/or Additional Services. The Client Personal Data to be processed may include, without limitation, your clients/customers, referrers, suppliers, current employees, former employees and/or potential future employees. We shall only Process Client Personal Data inputted and amended by your authorised personnel for the purpose of the Services and/or any Additional Services. In addition to you, your employees will have access to their Personal Data, and we will Process the Client Personal Data so as to give such access. You instruct us to transfer Client Personal Data outside of Canada or the Province of Quebec (whichever is applicable to this Agreement) where we deem it reasonably necessary to do so to provide the Services and/or Additional Services, provided that appropriate safeguards are in place.

g. You agree to ensure that all Client Personal Data that you provide to us or that is provided to us on your behalf is complete, true and accurate, up to date and relevant to you.

h. As part of the Services and/or Additional Services, you may need to provide us with Client Personal Data. It is your responsibility to have in place a lawful basis for that Processing and to have in place appropriate privacy notices directing Data Subjects as to the specific Processing activities conducted by us on your behalf as required by Privacy Laws.

Data Subjects’ rights
i. As a Processor we shall implement appropriate technical and organisational measures to facilitate your ability to respond to requests to exercise Data Subject rights under the Privacy Laws. In particular, we shall promptly notify you if we or any Sub-processor receives a request from a Data Subject under any Privacy Laws. Neither we nor any Sub-processor shall respond to that request except on your documented instructions, unless so required by Applicable Laws. In that case, and to the extent permitted, we shall inform you of that legal requirement before we or the Sub-processor responds to the request.

Personal Data Breach
j. We shall notify you immediately upon becoming aware of a Personal Data Breach affecting Client Personal Data that occurs through us, and we shall provide you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Privacy Laws or otherwise as required by you. We shall co-operate with you and take such reasonable steps as are directed by you to assist in the reporting, investigation, mitigation and remediation of each such Personal Data Breach.

Disclosure of information for compliance purposes
k. We shall provide you with reasonable assistance with any data protection impact assessments, and prior consultations with Regulatory Authorities or other competent data privacy authorities, which you may reasonably consider necessary to comply with Privacy Laws. If, in our reasonable opinion, that assistance is going to involve significant cost, time or effort on our part then we may charge for that assistance. If such assistance would involve the disclosure of our confidential information then we may refuse to provide such co-operation, or require you to enter into a confidentiality agreement before we disclose it.

l. Provided that we receive reasonable notice, then on receipt of a request from you we shall make available to you information reasonably necessary to demonstrate our compliance with our obligations under this Agreement.

Security and confidentiality
m. We shall ensure all employees, agents or contractors who may have access to Client Personal Data are subject to express, written and legally enforceable confidentiality undertakings; given adequate training on information security; and are subject to disciplinary or similar sanction in the event of a breach of their obligations. We shall also ensure that access to Client Personal Data is strictly limited to those individuals who need to know/access the relevant Client Personal Data for the purposes of providing the Services and/or Additional Services, and complies with Applicable Laws in the context of that individual’s duties to the Processor.

n. We shall, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of unauthorised disclosure or misuse of that information and we shall ensure that when we assess the appropriate level of security, we shall take account of the risks that are presented by Processing, in particular from a Personal Data Breach.

o. You shall apply adequate security measures to protect Client Personal Data to which you have access.

14. Intellectual Property
a. Subject to clause 14.b, you will have the full right and license to use copies of materials we create for you for the particular purpose for which they were prepared. However, all copyright and other intellectual property rights in all documents, reports, written or electronic advice or other material provided by us to you remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, you will require our written permission.

b. The DPO Centre assigns to you all intellectual property rights in the content of the materials which we have produced solely for, and which relate to, you in connection with the Services and/or any Additional Services.

c. In relation to the Client Materials, you:

i. shall retain ownership of all intellectual property rights in the Client Materials; and

ii. grant to the DPO Centre a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Client Materials for the term of this Agreement for the purpose of providing the Services to you.

15. Storage of and retaining documents and papers
a. You agree that we may store documents and papers electronically.

b. It is important that you keep all documents that relate in any way to the matter in respect of which you have instructed us. This also includes but is not limited to electronic data such as emails.

c. At the termination of this Agreement we are entitled to retain all your papers and documents while there is money owing to us for our charges and expenses.

d. We will retain our files of papers (except for any of your papers which you ask to be returned to you, or which we decide to return to you) for a minimum of 6 years from the termination of this Agreement (or such longer period as we advise in writing when we close your file) after which they may be destroyed without further notice.

16. Non solicitation
a. You hereby undertake to us that for the duration of this Agreement and for a period of twelve months following its termination for whatever reason you will not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the DPO Centre engaged: (1) in the performance of the Services; (2) as a privacy officer; or (3) in a senior management role (‘Restricted Person’).

b. Should you directly or indirectly employ or engage any Restricted Person during the term of this Agreement or twelve months after termination, you agree to immediately pay the DPO Centre, by way of liquidated damages, $80,000. Both parties acknowledge and agree that these liquidated damages represent a genuine, reasonable and proportionate:

i. pre-estimate of the losses which would be incurred and time spent by the DPO Centre in connection with the loss and replacement of each Restricted Person; and

ii. means of protecting the DPO Centre’s legitimate business interests.

17. Term and termination of this Agreement
a. The term of this Agreement will begin on the Commencement Date and will remain in full force until:

i. the completion of the Services and any Additional Services where it shall automatically expire; or

ii. it is terminated as provided in this Agreement.

b. You may terminate this Agreement at any time by notice in writing. Upon terminating this Agreement pursuant to this clause, all sums which were to be paid by you under this Agreement, including without limitation, any contracted days/ time which are unused, shall become immediately payable to us and, for the avoidance of doubt, The DPO Centre shall have no obligation to perform any further Services and/ or Additional Services.

c. A party (the “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of the Breaching Party committing a material breach of this Agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it.

d. Without affecting any other right or remedy available to it, we may terminate this Agreement with immediate effect by giving written notice to you if:

i. you suspend or cease, or threaten to suspend or cease carrying on all or a substantial part of your business;

ii. any distress or execution shall be levied on your property or if a receiver, administrative receiver, trustee or manager is appointed over the whole of or any part of your assets, you become insolvent, you make any arrangements with your creditors or commit any act of bankruptcy or are wound up or go into liquidation or if you suffer any analogous proceeding under foreign law; or

iii. if you persistently breach any of the terms of this Agreement or fail to adhere to any of our reasonable requests.

e. This Agreement may be terminated at any time by mutual written agreement of the parties.

f. Without prejudice to any other rights, the DPO Centre may have, we may terminate this Agreement at any time by notice in writing to you if any of the Services and/ or Additional Services are incomplete, and the DPO Centre notified you that it is unable to complete the relevant Services and/ or Additional Services due to a reason attributable to you and such period of inability to perform any Services and/ or Additional Services subsists for more than 3 months after the DPO Centre’s notice. Upon terminating this Agreement pursuant to this clause, all sums which were to be paid by you under this Agreement, including without limitation, any contracted days/ time which are unused, shall become immediately payable to us and, for the avoidance of doubt, the DPO Centre shall have no obligation to perform any further Services and/ or Additional Services.

g. Except as otherwise provided in this Agreement, our obligations will end upon the termination or expiry of this Agreement.

h. Any property belonging to us in your possession and any original or copy documents or information obtained by you in the course of the provision of the Services or any Additional Services shall be returned to us at any time on request and in any event on or before the termination of this Agreement, except for any retention required to comply with any applicable law.

18. Liability
a. Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement

b.To the fullest extent permissible in law and except as expressly provided herein, we will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services and/or Additional Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services and/or the Additional Services is appropriate and complete in all respects for the purpose to which the form or document is to be used.

c. Notwithstanding anything herein to the contrary, save for non-payment of fees or in the case of death or personal injury caused by negligence for which the liability of the parties shall be unlimited, the parties’ liability under this Agreement shall be limited to the fees charged or $250,000 whichever is the lesser.

19. Indemnification

You shall defend, indemnify and hold the DPO Centre harmless from all claims and all direct liabilities, proceedings, damages and reasonable costs and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the DPO Centre as a result of or in connection with any act or omission of you, including any breach of law or other legal requirement.

20. Force Majeure
Except for any failure to pay any fees or other amounts due when owing, if either party is subject to an event of force majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, pandemic, epidemic, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under this Agreement shall be suspended until it notifies the other party of the end of such event of force majeure.

21. General
a. This Agreement represents the entire Agreement between the parties in respect of the Services and any Additional Services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.

b. If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.

c. The terms of this Agreement shall remain in force until altered in writing and signed by both parties.

d. The failure by us at any time or for any period to enforce any one or more of the terms of this Agreement shall not be a waiver of them or a waiver of the right to enforce such terms on a future occasion.

e. You may not assign this Agreement or any rights or obligations under it without our prior written consent. DPO Centre may assign this Agreement to an affiliate or as part of a transfer or sale of substantially all of the business assets or shares of DPO Centre, whether by way of merger, sale of shares or sale of assets or any combination thereof.

f. A person who is not a party to the Contract shall have no rights under this Agreement.

22. Dispute resolution
a. The parties shall negotiate with a view to resolving any question or difference which may arise concerning the construction, meaning or effect of this Agreement and any dispute arising under, out of, or in connection with it save that this clause shall not apply to any payment which is due and payable to the DPO Centre under the Agreement including, without limitation, in respect of any payment due under clauses 9.f. and 17.b.

b. If after ten Business Days the matter remains unresolved, within the following five Business Days, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party requesting a mediation. A copy of the request shall be sent to CEDR Solve. The mediation shall start not later than 20 Business Days after the date of the ADR notice. The mediation will take place remotely through an electronic meeting or in Toronto, Ontario and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of the Province of Ontario and the federal laws applicable therein.

c. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.

23. Legal status
The relationship between you and us shall be that of principal and independent contractor and not in any way that of employer and employee. This Agreement is non-exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.

24. Applicable Law and Jurisdiction
Our relationship with you will be governed by the law of Ontario and the federal laws applicable therein and will be subject to the exclusive jurisdiction of the courts of Ontario.

25. Acceptance of Terms
a. As confirmation that you would like us to proceed on the above basis and that you accept our terms and conditions, please print, sign and date a copy of the Client Agreement and return it to us. This will mean that we have entered into an agreement as to fees which will be as per the terms of the Agreement and your rights to challenge the terms and charging rate will be restricted.

b. If you do not return the copy of the Client Agreement countersigned within 5 days but have asked us to proceed with the matter you will be deemed to have accepted our terms and conditions as if you had countersigned and returned a copy of the Client Agreement, pending an express written termination of our instructions or our declining to act further.

c. If you are unclear about anything in this Agreement please do not hesitate to contact us.

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