Standard Terms of Engagement

A. BASIS FOR PROVIDING OUR SERVICES

This statement of Standard Terms of Engagement will apply to all Services rendered by us unless a different or supplemental arrangement is agreed upon and confirmed by us in writing.

B. SCOPE OF OUR SERVICES

We will provide the Services described in the attached Proposal in consideration for the amounts referred to therein. 

C. BASIS OF OUR BILLINGS

1. Our Fees. Fees payable for our Services will be as prescribed on the attached Proposal and will be subject to applicable taxes and any disbursements or costs not included described therein.

2. Costs and Disbursements.

Our fees are compensation for Services rendered and do not include costs and expenses which it may be prudent or necessary for us to incur in connection with your matter.

D. CONFIDENTIALITY

1.Confidentiality.  Except with the prior written consent of the other party, the parties hereto will maintain all Confidential Information in strict confidence and will not disclose that information to any subcontractors, employees or to any third parties, except in our case to the extent necessary to perform our Services.

2.Privacy.  In connection with the delivery of our Services, we will respect the privacy of all personal information and will collect, use and disclose such personal information only in accordance with our Privacy Policy, copy of which will be provided to you upon request.

E. INTELLECTUAL PROPERTY / COPYRIGHT

All content, including text, graphics, photos and video, which is provided by the client, is owned by the client.  All functional components, including software, and the accompanying documentation is owned by Sandbox Software Solutions Inc. and is protected by Canadian copyright laws and international treaty provisions. You may not modify, disassemble, decompile or reverse engineer any functional components or documentation, except as consented to in writing by Sandbox Software Solutions Inc. You may not sublicense, assign or transfer this license or any functional component within the software. This license will automatically terminate if you transfer possession of any copy of the software or any functional component within the software to any other party.

F. INDEMNITY

You agree to indemnify and hold us harmless against any and all claims, damages, liabilities, losses, suits, actions, investigations, proceedings, or causes of action and all related costs and expenses, including, without limitation, all legal fees and expenses by a solicitor and own client basis, relating to any breach of your obligations hereunder, or any unlawful use of the Work Product.

G. WARRANTIES

Unless otherwise expressly provided in these Standard Terms of Engagement or the attached Proposal, we make no representation, warranty, condition or guarantee as to the merchantability, fitness for a particular purpose or any other representation, warranty, condition or guarantee regarding any aspect of our Services or the Work Product or the reliability of the results found therein.

H. LIMITATION OF LIABILITY

1. Under no circumstances will we be liable to you or any third party for any indirect, incidental, special or consequential damages, expenses, costs, liabilities or losses whatsoever (including lost profits, anticipated or lost revenue, loss of data, loss of use of any information system, failure to realize expected savings and/or any other commercial or economic loss), whether arising in negligence, tort, statute, equity, contract, common law or any other cause of action or legal theory, even if we have been advised of the possibility of such loss or damage.  You acknowledge and confirm that the limitations of liability set out in this section are fair and reasonable in the commercial circumstances of these Standard Terms of Engagement and that we would not have entered into these Standard Terms of Engagement but for your agreement to limit our liability in the manner and to the extent provided for herein.

2. Subject to Section 1 above, our total cumulative liability, if any, to you for any damages or other liability arising out of or in connection with the provision of our Services, will in no event exceed the total amount of our fees actually paid by you in respect of our Services.

I. SERVICE NON-RESTRICTION

Our clients acknowledge that Sandbox Software Solutions Inc. is in the business of providing services for a wide variety of clients and that Sandbox Software Solutions Inc. will continue these activities.  Sandbox Software Solutions Inc. shall not be precluded or limited from providing services and/or developing websites, portals, software or materials for itself or other clients, whether or not such services, software or materials are substantially similar to or competitive with any Services or Deliverables provided that in doing so Sandbox Software Solutions Inc. does not infringe any Intellectual Property Rights in any Assigned Deliverable or use any Confidential Information of the client.  Further, provided that Sandbox Software Solutions Inc. does not use any Confidential Information of the client in doing so, Sandbox Software Solutions Inc. is free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, techniques and improvements that are acquired or used in the course of providing the Services.

J. GENERAL

1. Law.  These Standard Terms of Engagement will be governed by the laws of the province of Ontario. Each party attorns irrevocably and unconditionally to the non-exclusive jurisdiction of the courts of the province of Ontario, and to courts to which appeals therefrom may be taken, in respect of all actions, causes of action, suits and proceedings arising out of or relating to these Standard Terms of Engagement.

2. Entire Agreement.  These Standard Terms of Engagement, together with the attached Proposal, as may be amended from time to time, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous discussions, negotiations and agreements.  To the extent of any conflict between these Standard Terms of Engagement and the attached Proposal, the latter shall govern and be binding upon the parties.

3. Assignment.  No party to these Standard Terms of Engagement may assign the whole or any part of these Standard Terms of Engagement without the prior written consent of the other parties, which consent may be given or withheld in the sole discretion of such parties.

4. Binding Agreement.  These Standard Terms of Engagement will bind and benefit each party and their respective successors and permitted assigns.

5. Force Majeure.  Notwithstanding any other term of these Standard Terms of Engagement, we will not be responsible for or deemed to be in default of our commitment to provide you with the Services to the extent that the performance of our obligations is delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes or other labour disturbances, shortages of material, supplies or utilities or any other cause beyond our control.  If any such foregoing circumstance arises, we will provide you with prompt notice of same and will use commercially reasonable efforts to proceed with the delivery of our Services in a timely manner following any such events, subject to prior termination by either of us.

6. Amendment.  The terms set forth herein and in the attached Proposal may only be amended by written agreement signed by the parties hereto.