Terms and Conditions
STANDARD TERMS AND CONDITIONS, revised June 2019
These terms and conditions form an integral part of the Waterloo Filtration Institute Ltd. (referred to herein as "WFI") Proposal. The portions of such Proposals relating to the proposed "Scope of Work", together with these terms and conditions, are collectively referred to as the "Agreement".
Article 1: General
1.1(a) The Agreement, when accepted in writing by the Customer and WFI shall constitute the entire, complete and exclusive agreement between the parties relating to a consulting agreement("Services") for the scope identified in this proposal ("Scope") and shall supersede and cancel all prior agreements and understandings, written or oral, relating to the subject matter of the Agreement. The Agreement and any rights or obligations there under may not be assigned by either party without the advance written consent of the other, with the exception that WFI may assign all or part of the Services to a third party at WFI’s sole discretion.
(b) The terms and conditions of this Agreement shall not be modified or rescinded except in writing, signed by a corporate officer of WFI. WFI's performance under this Agreement is expressly conditioned on Customer's assenting to all of the terms of this Agreement, notwithstanding any different or additional terms contained in any writing at any time submitted or to be submitted to WFI by the Customer.
(c) The terms and conditions set forth herein shall supersede, govern and control any conflicting terms of the Proposal.
1.2 This Agreement shall be governed by and enforced in accordance with the laws of the Province of Ontario.
1.3 The Services shall be performed on the Scope during WFI's normal working hours, Monday through Friday inclusive, excluding holidays, unless otherwise set forth herein.
1.4 Customer will at all times designate a contact person with authority to make decisions for Customer regarding the Services. Customer will provide WFI with information sufficient to contact such person in an emergency. If such representative cannot be reached, any request for Service received from a person located at Customer's premises will be deemed authorized by Customer, and WFI will, in its discretion, act accordingly.
1.5 Customer agrees that any carbon credits associated with this work will be the ownership of WFI unless agreed otherwise in writing.
Article 2: INTELLECTUAL PROPERTY
Intellectual property includes inventions, improvements, discoveries, developments, creations, trade secrets, demonstrations, programs, software, technical information, data, formulas, analysis, methods, processes, techniques, drawings, sketches, experiments, prototypes, samples, and products.
Article 3. OWNERSHIP OF INTELLECTUAL PROPERTY
The Customer will be entitled to use any intellectual property resulting from the Work within [TWO] years from execution of this Agreement, while WFI remain the owner of such intellectual property. The Customer and WFI are entitled to exploit any intellectual property resulting from the Work hereby grants to the Customer a royalty-free, fee-free, worldwide, irrevocable, non-exclusive license to use such intellectual property. This license to use does not extend to the right to sublicense others and only applies to intellectual property developed from the Work.
Article 4. CONFIDENTIALITY
If the Customer confidential information (“Confidential Information”) is provided to WFI, then WFI will not disclose the Confidential Information to others. All written materials disclosed that contain Confidential Information shall be clearly marked as confidential, any oral disclosures which includes Confidential Information shall be followed by a written memorandum outlining the information disclosed and its confidential nature within thirty (30) days of disclosure.
The obligations in respect to Confidential Information shall not apply to information which:
(a) is already known to the party to which it is disclosed;
(b) is or becomes part of the public domain without breach of this Agreement;
(c) is obtained from third parties which have no obligation to keep confidential to the contracting parties;
(d) is made subject to an order by judicial process requiring WFI to disclose any or all of the Confidential Information, provided, however, that WFI will promptly notify Customer and allow reasonable time to oppose such process before disclosing any of the Confidential Information.
The parties will not to use the Confidential Information for any purpose other than the purposes set forth in this Agreement for a period of ten (10) years from the effective date of this Agreement.
Article 5. PUBLICATION
It is the intention of all parties that part of the Work be published in the scientific literature. WFI shall have the right to include in education materials, to present at meetings, and to publish in journals, accounts of the Work, subject to the confidentiality requirements of this Agreement.
Article 6. DOCUMENTATION
As between Customer and WFI, WFI acknowledges that Customer alone may claim credit for the Scientific Research and Experimental Development Expense and will provide all information necessary to allow Customer to complete forms required by government where applicable.
Article 7. WARRANTIES
WFI will agree to carry out the research in accordance with scientific and professional standards but does not promise success in achieving any desired result. WFI gives no warranty of fitness for a particular purpose, or any other warranty, express or implied, on the results of the research or Intellectual Property. WFI shall not be liable for any direct, consequential, or any other damage suffered by Customer resulting from the use of the research results or Intellectual Property or any invention, technology, or product produced in the course of or using the results of the research or intellectual property.
Article 8. INDEMNIFICATION
WFI warrants that all performance of the Work will be conducted under the control of WFI in accordance with quality criteria and professional standard. WFI’s indemnification amount is equal to 50% of the service payment paid by Customer. However, Customer shall be responsible for all loss, costs, damages and expenses that are caused by the negligence or wilful misconduct of Customer, its servants or agents.