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Employment Office Canada – Terms & Conditions of Service

  1. 7177593 Canada Inc. dba “Employment Office” (“Employment Office” or the“Company”) is involved in the provision of recruitment marketing and related services.
  2. The Client wants to obtain the Services (as defined below) from Employment Office.
  3. Employment Office has agreed to provide the Client with the Services in accordance with the terms of this agreement.

1. Definitions and Interpretation

1.1

Definitions
Affiliate has the meaning given to that term in the B.C. Business Corporations

Act or any successor thereto;

Applicable Tax means any goods and services tax, value added tax, consumption tax, sales tax or other similar tax including, without limitation, tax applicable by law to the fees payable hereunder;

Business Day means:

  1. (a)  Between the local time of nine (9) am and five (5) pm of the EmploymentOffice receiving notice;
  2. (b)  for receiving a notice under clause 13, a day that is not a Saturday, Sunday or statutory holiday in the place where the notice is received; and
  3. (c)  for all other purposes, a day that is not a Saturday, Sunday or statutory holiday in British Columbia and/or Ontario;

Campaign Order means the means the order for Services in which these terms and conditions are incorporated;

Client means the client stated in the Campaign Order;

Damages means liabilities, expenses, losses, damages, fines, penalties, claims, proceedings, and costs (including legal costs on a full indemnity basis (whether incurred by or awarded against a party)) and consequential and indirect losses, such as lost profit, and damages, including those arising out of any third party claim;

Force Majeure Event means, in relation to a party, anything outside the reasonable control of the party, including:

  1. (a)  any act or omission of a third party (except for an act or omission of the party’s Personnel), including interruptions or deficiencies in Internet connections, providers and websites;
  2. (b)  fire, flood, earthquake, elements of nature or act of God; or

1.2

(c) riot, civil disorder, rebellion, war or revolution;

Intellectual Property Rights means all intellectual property rights, including but not limited to, the following rights:

  1. (a)  patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;
  2. (b)  any application or right to apply for registration of any of the rights referred to in paragraph (a); and
  3. (c)  all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist anywhere in the world (including Canada),

whether or not such rights are registered or capable of being registered;

Invoice means any invoice for Fees and Applicable Taxes delivered by Employment Office to the Client;

Materials means any deliverable material or document created by Employment Office in providing the Services;

Personnel means, in relation to a party, the officers, employees, contractors and agents of the party and any Affiliate of the party;

Privacy Laws means all privacy laws applicable to Employment Office and the performance of the Services, including the B.C. Personal Information Protection Act and Canadian Personal Information Protection and Electronic Documents Act; and

Services means the services detailed in the Campaign Order under the heading ‘‘Campaign Order Details”.

Interpretation

In this agreement, except where the context otherwise requires:

  1. (a)  the singular includes the plural and vice versa, and a gender includes other genders;
  2. (b)  another grammatical form of a defined word or expression has a corresponding meaning;
  3. (c)  a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;
  1. (d)  a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
  2. (e)  a reference to C$, dollar or $ is to Canadian currency;
  3. (f)  a reference to time is to local standard time of the Employment Office location providing service, including any Daylight Savings Time adjustments, in Vancouver and/or Toronto;
  4. (g)  a reference to a party is to a party to this agreement, and a reference to a party includes the party’s executors, administrators, successors and permitted assigns;
  5. (h)  a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
  6. (i)  a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
  7. (j)  the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
  8. (k)  any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
  9. (l)  any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
  10. (m)  the contra proferendum doctrine of contract interpretation does not apply to this agreement;
  11. (n)  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; and
  12. (o)  headings are for ease of reference only and do not affect interpretation.

2. Acceptance

  1. 2.1  An email reply stating ‘‘Campaign Order Accepted” or similar received by Employment Office from the Client for the supply of Services constitutes acceptance of the proposed services and the terms and conditions contained in this agreement.
  2. 2.2  Where more than one Client has entered into this agreement, the Clients will be jointly and severally liable for all payments.
  1. 2.3  Upon acceptance of these terms and conditions by the Client, the terms and conditions are irrevocable and can only be rescinded or varied with Employment Office consent in writing, notwithstanding changes to the Client’s recruiting needs.
  2. 2.4  Client understands that none of Employment Office’s Personnel are authorized to make any representations, statements, conditions or agreements not expressed by Employment Office in writing nor is Employment Office bound by any such unauthorized statements.
  3. 2.5  The Client undertakes to give Employment Office not less than fourteen (14) days’ prior written notice of any proposed change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or nature of legal entity or name).
  1. Provision of ServicesSubject to the Client performing its obligations under this agreement, Employment Office must provide the Services to the Client in accordance with these terms and conditions under the Campaign Order.
  2. Fees & Invoicing

4.1

4.2

Fees payable under this agreement are exclusive of Applicable Taxes. The parties agree that:

  1. (a)  Employment Office will provide the Client with an Invoice containing the fees and other charges and Applicable Taxes within one (1) business day; and
  2. (b)  Invoices are payable within seven (7) business days after receipt of the Invoice date unless otherwise stated on the Invoice.

If the Invoice remains unpaid for fifteen (15) business days after becoming due for payment, then Employment Office reserves the right to charge the Client interest accruing daily on any amount that is not paid within fifteen (15) business days. Interest will be charged at a daily rate of 1.5% per month that the Invoice first became payable. In addition, Employment Office may delay performance of outstanding Services until payment is made. These remedies are without prejudice to any other remedy that Employment Office may have in relation to such breach.

For the purpose of this agreement, Client will be deemed to have received the Employment Office Invoice if it is sent to Client by email at the address provided by Client – within one (1) business day of the email being sent.

Terms Payment terms are 7 days, invoiced on acceptance of Order. All prices quoted are exclusive of GST or HST, whichever is applicable. Campaign agreements expire 12 months from date of purchase. If there are unused

4.3

campaign packs, we will endeavor to contact your offices to discuss options however if these attempts are unsuccessful and we do not hear from you within a reasonable time frame your account will close as stagnant resulting in campaign packages being forfeited.

5. Intellectual Property

  1. 5.1  Employment Office owns any Intellectual Property rights in the Materials andmethodologies developed under this agreement and the Campaign Order.
  2. 5.2  This agreement does not transfer any Intellectual Property rights in the Materials, and the methodologies developed under it to the Client and the Client must not represent that it owns or has a license to those rights.
  3. 5.3  The Client transfers any existing or future Intellectual Property rights it may have in the Materials, methodologies developed under this agreement, throughout the world to Employment Office. The Client must do all things necessary to give effect to this clause 5.3.
  4. 5.4  Employment Office grants the Client a non-exclusive, non-transferable licence to use the Materials in accordance with clause 5.5.
  5. 5.5  The Client must:
    1. (a)  only use the Materials for its internal business purposes and in accordance with this agreement and only for the Campaign Order;
    2. (b)  sign any form or document reasonably required by Employment Office so that Employment Office can licence the Materials to the Client if so requested; and
    3. (c)  comply with Employment Office’s reasonable directions regarding use of the Materials.
  6. 5.6  If someone makes a claim against the Client that any of the Materials infringe their Intellectual Property Rights, the Client must:

(a) give Employment Office:

  1. (i)  notice of the claim;
  2. (ii)  full control over defence of any proceedings and settlement negotiations conducted, and full authority to reach any settlement under which Employment Office provides the consideration; and
  3. (iii)  any assistance required by Employment Office to defend the claim; and

5.7

(b) not make a representation or public statement about the claim without first getting Employment Office’s written consent.

If the performance of the Services requires Employment Office to use the Client’s Intellectual Property Rights, the Client:

  1. (a)  retains ownership of those rights; and
  2. (b)  grants Employment Office a non-exclusive licence to use those rights to provide the Services and to adapt material incorporating same for other campaigns for other clients.
  1. PrivacyIf either party gives or arranges for another entity to give the other party personal information (as defined in the Privacy Laws), the party in receipt of the personal information must comply with:
    1. (a)  applicable Privacy Laws; and
    2. (b)  the other party’s reasonable directions for the protection of the personal information, including how it collects, holds, uses and discloses the information.
  2. Indemnity

7.1

The Client agrees to indemnify and hold harmless Employment Office and its Personnel against any Damages sustained or incurred (directly or indirectly) or proceeding seeking Damages arising out of:

  1. (a)  a breach of this agreement by the Client; or
  2. (b)  any negligent, unlawful or wilful act or omission of the Client or its Personnel in connection with this agreement including in relation to defamation, liable, slander of title, infringement of copyright, infringement of trademarks, unfair competition, breach of consumer protection or employment standards legislation, violations of rights of privacy, confidential information, licenses, loyalty rights or other intel lectual property rights.

The indemnity in clause 7.1 does not apply to the extent that the Damages result solely from a negligent act or omission of Employment Office or its Personnel.

7.2

8. Limitation of Liability

  1. 8.1  The parties agree to exclude any condition, warranty or other term implied bycommon law or legislation to the extent permitted by applicable legislation.
  2. 8.2  The Client acknowledges there are no representations, promises, warranties or collateral agreements to this agreement except as explicitly stated in the

Campaign Order or other written document authored by Employment Office. Without limiting the generality of the foregoing, Employment Office expressly denies any representation as to:

  1. (a)  the number or quality of applicants or qualified applicants that will be generated by the Campaign Order;
  2. (b)  the qualifications, experience or character of any candidates provided to the Client. The Client and not Employment Office is responsible for verifying candidate qualifications ,character and other selection criteria for all employees or contractors hired;
  3. (c)  the efficacy of the websites and other methods recommended for use in connection with any campaign; or
  4. (d)  the efficacy of any interviewing, testing or assessment tools or recruitment services provided by Employment Office.
  1. 8.3  Employment Office limits its liability for breach of its obligations under this agreement to the greater of (at Employment Office’s option) Employment office re-supplying the Services or paying the cost of having the Services re-supplied by others.
  2. 8.4  Employment Office will maintain insurance coverage for Professional Liability for the amount of one (1) million dollars CDN.
  3. 8.5  Notwithstanding the foregoing, Employment Office excludes liability to the Client for any special or consequential loss including loss of opportunity, lost revenue and lost profits and loss of data.
  1. Warranty
    1. 9.1  The Client warrants that all information it provides in relation to the provision of the Services by Employment Office, including job descriptions, pay and Client description of the opportunity, is accurate, does not breach any law or the rights of any person.
    2. 9.2  The Client warrants and represents that it has not relied on any representation made by Employment Office, which is not expressly stated in these terms and conditions or the Campaign Order.
    3. 9.3  Where any designs or specifications have been supplied by the Client for incorporation into campaign materials, by or to the order of the Client, then the Client warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the advertisement template does not infringe the rights of any third party.
  2. TerminationEmployment Office may, in its absolute discretion, terminate this agreement or any particular Services:
  1. (a)  for material breach of this agreement, including failure to make payment of any Invoice when due, effective immediately without advance notice; or
  2. (b)  for any other reason, by giving the Client two (2) week’s written notice.
  1. Solicitation of Employment Office Personnel
    1. 11.1  Client must not solicit: During the term of this agreement and for twelve (12) months after its termination (for any reason), the Client must not solicit for the purposes of hiring, hire or entice away any of the Employment Office Personnel from continuing to be employed by, or act as a consultant to, Employment Office.
    2. 11.2  Client’s Personnel etc. must not solicit: During the term of this agreement and for twelve (12) months after its termination (for any reason), the Client must take all reasonable steps to ensure that its Personnel, any Client Affiliate and their respective Personnel do not solicit for the purposes of hiring, hire or entice away any of the Employment Office Personnel from continuing to be employed by, or act as a consultant to, Employment Office.
    3. 11.3  Consequences of solicitation of Employment Office Personnel: If the Client breaches of clauses 11.1 or 11.2, the Customer agrees to pay to Employment Office 3 times the employee’s annual wages or annualized contractor fee, as the case may be, or the equivalent annual wage that the Client has agreed to pay the Personnel, whichever is the greater, as genuine pre-estimate of damages.
  2. Dispute Resolution
    1. 12.1  A party must not start court proceedings (except proceedings seeking urgentinterlocutory relief) unless it has complied with this clause.
    2. 12.2  A party claiming that a dispute, difference or question arising out of this agreement has arisen (Dispute) must give the other party notice of the details of the Dispute (Dispute Notice).
    3. 12.3  The parties must attempt to resolve any Dispute by negotiations using the following escalation procedure:
      1. (a)  when a Dispute Notice is given, each party’s respective representatives must first attempt to resolve the Dispute; and
      2. (b)  if they cannot resolve the Dispute within five (5) Business Days after the Dispute Notice is given, they must refer the Dispute to each party’s chief executive officer or equivalent who must then attempt to resolve it.
    4. 12.4  If the parties cannot resolve the Dispute within ten (10) Business Days after the Dispute Notice is given:

(a) each party is free to start court proceedings; or

(b) the parties may agree to attempt to resolve the Dispute by other means such as expert determination, mediation or arbitration.

  1. 12.5  If a party breaches the procedure clause 11 in relation to a Dispute, the other party need not comply with clause 11 in relation to the Dispute.
  2. 12.6  The parties’ obligations under this agreement continue, pending the resolution of a Dispute.
  3. 12.7  The dispute resolution procedure in this clause 11 does not affect a party’s right to terminate the agreement in accordance with clause 10.
  4. 12.8  Each party must pay its own costs of complying with this clause until a legal action has been commenced.
  1. Force Majeure
    If Employment Office is wholly or partially unable to provide or delayed in providing theServices because of a Force Majeure Event, then:

    1. (a)  as soon as reasonably practicable after the Force Majeure Event arises, Employment Office must give the Customer notice of the extent to which the it is unable to provide the Services; and
    2. (b)  Employment Office’s obligation to provide the Services is suspended for the duration of the delay arising out of the Force Majeure Event; and
    3. (c)  any suspension of the Services as a result of the Force Majeure Event does not constitute a breach of agreement by Employment Office.
  2. Notices and other communications

14.1

A notice, demand, consent, approval or communication under this agreement (Notice) must be:

  1. (a)  in writing, in English and signed by a person duly authorized by the sender; and
  2. (b)  hand delivered or sent by prepaid post, facsimile or email to the recipient’s address for Notices specified in the Campaign Order, as varied by any Notice given by the recipient to the sender.

A Notice given in accordance with this clause takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

  1. (a)  if sent by email, one (1) business day after the date of sending and confirmation of receipt of email;
  2. (b)  if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire Notice unless,

within one (1) business day after the transmission, the recipient informs the sender that it has not received the entire Notice.

15. Miscellaneous

  1. 15.1  The Client and Employment Office agree to be bound by these terms andconditions.
  2. 15.2  Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.
  3. 15.3  A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.
  4. 15.4  Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature and terms intended to survive termination of this agreement survives termination of this agreement.
  5. 15.5  The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
  6. 15.6  This agreement and the Campaign Order constitute the entire agreement between the parties in connection with their subject matter and supersede all previous agreements or understandings between the parties in connection with their subject matter. This agreement can only be amended in writing authored by the party to be charged.
  7. 15.7  Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.
  8. 15.8  A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the terms of this agreement continue in force.
  9. 15.9  A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
  10. 15.10  Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
  11. 15.11  This agreement and any dispute arising in relation to it shall be governed by the laws of British Columbia and the laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Vancouver, B.C., except that Employment Office may, at its option, enforce this agreement in any court of competent jurisdiction.

15.12 Employment Office may, at its discretion, refuse to accept for publication (or remove from the site) a job posting, notice or resume if it believes the job posting, notice or resume may infringe the rights of any person or may not comply with