STANDARD TERMS AND CONDITIONS

1. Health & safety: Both Provider and Client will take reasonable precautions to reduce the risk of transmission of illness between Provider and Client (and other individuals at Locations and/or who interact with Provider in the course of providing the Services). Notwithstanding the foregoing, Client acknowledges and agrees that transmission risk cannot be reduced to zero. 

a. With full awareness and appreciation of the risks involved, Client, for itself and on behalf of Client’s family, spouse, estate, heirs, executors, administrators, assigns, and personal representatives, hereby forever release, waive, discharge, and covenant not to sue Provider and/or its agents, employees, contractors, affiliates, successors and assigns (collectively the “Released Parties”) from any and all liability, claims, demands, actions, and causes of action whatsoever, directly or indirectly arising out of or related to any loss, damage, or injury, including death, that may be sustained by Client related to illness whether allegedly caused by the actions of the Released Parties or otherwise in connection with the Services. 

b. Client agrees to indemnify, defend, and hold harmless the Released Parties from and against any and all costs, expenses, damages, claims, lawsuits, judgments, losses, and/or liabilities (including attorney fees) arising directly or indirectly from or related to any and all claims made by or against any of the Released Parties due to bodily injury, death, loss of use, monetary loss, or any other injury from or related to the Services, specifically related to illness.

2. General Health and Safety

a. Provider reserves the right to terminate or suspend, at Provider’s option, this Agreement (including both prior to the commencement of Services and during the provision of Services) on written notice to Client if the conditions of any Location are unhygienic or unsafe in the sole discretion of Provider. Unsafe conditions at a Location may include, but are not limited to, the presence of live wires, fire hazards, broken glass, or slipping or tripping hazards. 

b. Without limiting the foregoing, Provider reserves the right to terminate or suspend, at Provider’s option, this Agreement (including both prior to the commencement of Services and during the provision of Services) on written notice to Client if Provider encounters parasitic insects (such as bed bugs or cockroaches) at any Location. Client hereby indemnifies Provider for costs incurred for cleaning, sanitizing and/or delousing Provider vehicles and/or property, and/or replacing Provider property, as a result of Services rendered or any part thereof. 

c. Without limiting the foregoing, Client must ensure that a working bathroom which can be accessed by Provider is available at each Location. Warm running water and soap must be supplied by Client. Provider reserves the right to terminate or suspend, at Provider’s option, this Agreement (including both prior to the commencement of Services and during the provision of Services) on written notice to Client if bathroom facilities are not available or are inadequate. 

d. If Provider opts to suspend this Agreement under this Section 2, such suspension shall continue until any unhygienic and/or unsafe conditions and/or the presence of infestation at any Location have been remedied to Provider’s satisfaction. If a suspension continues for fifteen (15) days, Provider may terminate this Agreement immediately on written notice to Client.

3. Termination: If this Agreement is terminated, the Client shall be liable for Service Fees incurred up to the date of termination.  This Agreement may be terminated: 

a. By the Provider: (i) In accordance with Section 2 of these Standard Terms and Conditions; (ii) If Client, family members, co-workers or other individuals associated with Client or present at the Location engage in disruptive, threatening or violent behaviour, which can include but is not limited to yelling, verbal abuse, or threats (including implied threats); (iii) if the Client fails to perform or observe any condition under this Agreement, and such failure continues for five (5) days after notice is delivered to the Client; or (iv) if the Client becomes insolvent or becomes bankrupt within the meaning of Bankruptcy and Insolvency Act. 

b. By the Client if the Provider fails to perform or observe any condition under this Agreement, and such failure continues for fifteen (15) days after notice is delivered to the Provider; or

c. By either the Client or the Provider for any reason upon fifteen (15) days prior notice in writing to the other party.

d. Upon any termination, Client shall timely return all of Provider’s materials to Provider.

4. Indemnity: The Client shall indemnify and hold harmless the Provider and its agents, employees, contractors, affiliates, successors and assigns (the “Indemnified Parties”) in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense which may be brought against one or more of the Indemnified Parties or which he/she/it/they may suffer or incur directly or indirectly as a result of any breach of or any non-fulfillment of any covenant or agreement on the part of the Client under this Agreement and/or any willful misconduct or negligent act or omission of Client. 

5. Limitation of Liability:

a. Provider (and its employees, agents, contractors or affiliates) shall be held harmless for relying on the accuracy of information provided by the Client, and, to be clear, is not responsible for miscalculations or delays caused by inaccurate information.  

b. THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY CONTAINED IN THIS AGREEMENT, IF ANY, ARE THE ONLY REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED BY PROVIDER CONCERNING THE SERVICES, AND THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

c. Without limiting the foregoing, the Provider does not make any representation or warranty regarding the quality of Goods or any other goods or materials supplied in connection with the Services, including any representation or warranty that such Goods, goods or materials are free of defects, fit for the purpose intended or are merchantable. The Provider shall not be liable for any defects in the services supplied to the Client by a third party. 

d. Notwithstanding anything herein contained to the contrary, in no event whatsoever will Provider, or its employees, agents, contractors or affiliates, be liable for any of: punitive, exemplary or aggravated damages; indirect, consequential or special damages of any kind; or any damages whatsoever relating to interruption, delays, errors or omissions for which Provider is not responsible (even if Provider has been advised of the possibility of such damages). PROVIDER’S MAXIMUM LIABILITY IN ANY ACTION RELATING TO THE SUBJECT OF THIS AGREEMENT IS LIMITED TO THE TOTAL SERVICE FEES PAID BY CLIENT HEREUNDER WITHIN THE SIX (6) MONTHS PRIOR TO SUCH ACTION.

e. Provider (and its employees, agents, contractors or affiliates) shall not be liable for any loss arising from damage to property, damage to self, or the disposition of items, except in the case of gross negligence or intentional damage. Client must notify Provider of any and all claims of damage within three (3) calendar days of the completion of Services. 

f. Without limiting anything else herein, in no event shall Provider (or its employees, agents, contractors or affiliates) be liable to Client for any of the following, all of which shall be entirely at the Client’s own risk: (i) Any claim or demand made against the Client by any third party in connection with this Agreement;  (ii) Any damage or defect to any goods or Locations which exist prior to the commencement of Services related to such goods and/or Location; (iii) Any and all damage caused by use of any Client equipment at the Client’s request or by the Client’s failure to provide adequate facilities, including but not limited to a lack of lighting, slippery surfaces or spills, oversized items in relation to undersized facilities provided by the Client; (iv) Any and all damage to: (I) any item for which the Client has specifically waived the Provider’s liability; (II) any item which was not in the Provider’s immediate care, custody, or control; (III) any contents of any boxes, bags, or other such containers, which are packed by the Client; (IV) any item which was not properly prepared by the Client prior to the commencement of Services; (V) any item or furniture with an inherent weakness, such as those already damaged or defective, or having underwent prior repairs; (VI) any furniture, item, or material which is weak due to its nature, usage, wear, or age; (VII) any furniture or items of unique or fragile nature, such as glass, china, mirrors, or lamps; (VIII) any furniture or items of unique or fragile design, such glass on glass, glass on metal, glass legs, and etc.; (IX) any furniture of unstable construction, ready-to-assemble type furniture, furniture constructed from press-board or particle-board material or furniture otherwise held together with tied joints fasteners or other defective or weak joints or connecting devices; (X) any mechanical or electronic function of any equipment; (XI) any soft tile or other unusual flooring; (XII) any finish still wet or soft; (XIII) any pictures or artwork; (XIV) any live plants; (xv) high value items such as rare stamps, jewelry, cash etc.; (XVI) articles of sentimental or intangible value such as photographs and letters, or date and applications stored on computers; (XVII) inner workings of appliances, electronics, machinery, exercise equipment, TV’s, clocks and musical instruments; and/or (XVIII) walls, ceilings, stairs, doors, floors or fixtures that occurs while Provider is providing the Services.

6. Insurance: Client is required to have insurance coverage for all Client property throughout the provision of Services. Client is responsible for ensuring that their insurance coverage is sufficient. Provider cannot be held responsible for inadequate insurance coverage. 

7. Notices: All notices required under this Agreement shall be in writing and shall be deemed received (a) when delivered, if delivered personally, (b) at the end of the next business day after deposit if sent by overnight express courier service, (c) at the end of the third business day after deposit if sent by registered or certified mail, return receipt requested and postage prepaid, or (d) when sent, if by electronic mail unless a bounce-back is received. Notices shall be addressed to the recipient at the address as set forth in the signature page below or at such other address as may be supplied by similar notice

8. General:             

a. Counterparts: This Agreement may be executed in original, or digital form, including in counterparts each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

b. Entire Agreement:  The Parties agree that the Agreement supersedes any and all previous understandings relating to its subject-matter, and constitutes the sole and complete agreement between the Parties relating to such subject matter. The Parties agree that this Agreement may only be amended in writing and any such amendment must be signed by both parties hereto.

c. Enurement/Assignment/Waiver/Severability: This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. No Party may assign all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party. No waiver by either Party of any provision or breach of this Agreement by the other Party shall be deemed a waiver of any similar or dissimilar provision or breach at the same or at any prior or subsequent date. If any provision of this Agreement or its application is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction, or its application to other parties or circumstances.

d. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. The Parties hereby attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario.

e. Independent Relationship: Provider and Client each acknowledge that they are independent contractors and that no partnership, joint venture, agency or employment relationship has been or will be created by this Agreement. 

f. Remedies cumulative: All remedies, rights, undertakings and obligations contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either Party.

g. Force Majeure: Neither Party shall be liable to the other for any loss, damage or default occasioned by strike, civil disorder, acts of God or any other event of force majeure, as hereinafter defined.If any force majeure continues in effect for thirty (30) days or more the Party whose performance is not impaired by the force majeure shall have the right to terminate this Agreement at any time after such thirty (30) day period during the continuance of the force majeure.“Force majeure” shall mean any Act of God; illness, incapacity, disability, or death of a Party; inevitable accident; fire; lockout; strike or other labour dispute; riot or civil commotion; act of public enemy; law, enactment, regulation, rule, order or act of government or governmental instrumentality (whether Federal, Provincial, local, foreign or other); failure of technical facilities; or other cause of similar or different nature beyond the control of any of the Parties.