IGD Services (Canada) Inc - IGD Solutions Terms and Conditions

Date : 13 September 2017

1. DEFINITIONS In this Agreement:
1.1	the following terms shall have the following meanings unless the context otherwise requires:
	"this Agreement"	these Terms and Conditions together with the relevant Agreement Details, the Proposal and any Change Control Forms made in connection therewith;
	"Agreement Details"	the document entitled "Agreement Details" containing the specific information relating to the particular services supplied by IGD to the Customer;
	"Background Materials"	the materials used by IGD in relation to this Agreement which are either: (a) already in existence prior to provision of the Services; (b) of general use and not specifically relating exclusively to the Brief, but which could feasibly be used by IGD for other projects; or (c) not in the final form of the Documents themselves but which have been created, acquired or used by IGD in the course of performing the Services including creating any underlying materials (including any works of authorship, research, notes, records, materials, processes, systems, methodologies, ideas, concepts, know-how, information, data, databases, designs, sketches, photographs, drawings, plans, specifications and lists);
	"Brief"	the brief for the Services to be provided by IGD in relation to this Agreement, more particularly described in the section in the Proposal;
	"Business Day"	any day other than (i) a Saturday, (ii) a Sunday or (iii) a statutory holiday in the Province of Ontario;
	"Change Control Form"	the form attached to the Agreement Details, which template must be used by the Parties if they wish to amend this Agreement;
	"Confidential Information"	any information in any form or medium obtained or created by one Party ("Receiving Party") relating to the other ("Disclosing Party") (even if created by Receiving Party for Disclosing Party) pursuant to this Agreement which is expressly marked as confidential or which would reasonably be regarded as confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information;
	"Customer"	the customer identified as the "Customer" in the Agreement Details;
	"Deliverables"	the deliverables to be provided by IGD pursuant to this Agreement (including any final report), more particularly described in the Brief;
	"Document"	an individual document finally presented by IGD to the Customer as part of the Services, and forming part of the actual Deliverables delivered;
	"Fee"	the fee payable by the Customer to IGD for the supply by IGD of the Services as stipulated in the Agreement Details;
	"IGD"	IGD Services (Canada) Inc, c/o Impart Law Professional Corporation, 34 King Street East, Suite 700, Toronto, ON M5C 2X9
	"Intellectual Property Rights"	all intellectual and industrial property rights of any nature anywhere in the world, including without limitation copyright, database rights, patents, design rights, registered designs, trade mark rights, certification marks, official marks, service mark rights, domain name rights and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them at the Canadian Intellectual Property Office in Canada or at the applicable regulatory body in any other jurisdiction;
	"Party"	either IGD or the Customer;
	"Proposal"	a proposal document in final agreed form incorporating and attaching the Agreement Details which both Parties sign, and which proposal document describe services and deliverables to be provided by IGD to the Customer;
	"Service Performance Period"	the estimated period for performance of the Services as described in the Proposal;
	"Services"	the services provided or to be provided by IGD to the Customer pursuant to this Agreement including the provision of any Deliverables, all of which are more particularly described in the relevant Proposal;

1.2	references to "Clauses" are to clauses of these Terms and Conditions;
1.3	the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;
1.4	words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm or partnership;
1.5	references to "includes" or "including" or like words or expressions shall mean without limitation; and
1.6	references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently amends or supersedes it or re-enacts it (whether with or without modification).

2. AGREEMENT

2.1

These Terms and Conditions apply to this Agreement to the exclusion of any terms and conditions submitted, proposed or stipulated by the Customer.

2.2

Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other prior agreement, understanding or arrangement of any kind between the Parties and in any way relating to the subject matter of this Agreement and to the exclusion of any representations not expressly stated herein save for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the Parties acknowledge that it has not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

2.3

This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

2.4

In the event of any conflict between the provisions of these Terms and Conditions, the Proposal, the Agreement Details and any Change Control Form, then the following order of precedence shall apply:

2.4.1	a Change Control Form prevails over
2.4.2	an earlier Change Control Form, which prevails over
2.4.3	the Agreement Details, which prevails over
2.4.4	these Terms and Conditions, which prevails over
2.4.5	the Proposal.

2.5

If the Customer provides IGD with a purchase order for the Services, the purchase order shall be purely for the Customer's administrative purposes only and shall not form part of this Agreement.

2.6

This Agreement shall be legally formed and the Parties shall be legally bound when both Parties have signed the Agreement Details.

2.7

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

2.8

Each Agreement Details, with its relevant Proposal, constitutes a separate agreement. There may be more than one agreement between the Parties in force at the same time as this Agreement.

3. SERVICES

3.1

In consideration for the payment of the Fee by the Customer, IGD shall materially provide the Services to the Customer.

3.2

IGD warrants that:

3.2.1	it shall use reasonable skill and care in providing the Services;
3.2.2	its employees, agents and subcontractors have the necessary skill to provide the Services;
3.2.3	the Services will be provided in a professional, competent and workmanlike manner consistent with industry standards;
3.2.4	it will comply with all laws and regulations applicable to the provision of the Services;
3.2.5	it shall ensure that IGD's employees, contractors and agents co-operate with, and make themselves available from 9:00 am to 5:00 pm on Business Days for discussion and meetings with, the Customer and the Customer's employees, contractors and agents; and
3.2.6	it shall use reasonable efforts to ensure that while its employees, agents and contractors are on the Customer's premises, they will conform to the Customer's normal codes of staff and security practice as are advised to them by the Customer.

3.3

IGD does not warrant that the Services will be error-free, that they will meet the individual requirements of the Customer or that it will be fit for any particular purpose. IGD is not responsible for any Services not expressly stipulated in this Agreement that IGD will provide. The only Deliverables and results will be as set out in the Brief and IGD is not responsible for production of any other deliverables or results (including anything described under the heading of "Objectives" in the Proposal). Except for any matter upon which IGD specifically agrees in this Agreement to advise on or do, IGD shall not be liable for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice).

3.4

IGD shall use reasonable efforts to perform the Services during the Service Performance Period, but IGD shall not be liable for late performance. Time for performance of the Services shall not be of the essence.

3.5

Although IGD shall carry out the Services in accordance with the Brief, the Customer acknowledges that results of research are inherently unpredictable and may not accurately reflect what may actually happen in practice. The Parties also acknowledge that results of research may differ depending on fluctuating circumstances in which they are undertaken (including with different people, times and places).

3.6

Except where expressly provided for within this Agreement, IGD excludes all conditions, warranties, terms and representations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.

3.7

You are responsible for your possessions and IGD cannot take responsibility for them whether they are kept at IGD’s premises or at a third party’s premises. Your property is left entirely at your own risk and you release and waive all claims, rights of recovery and causes of action you may have in relation to loss or damage to your property.

3.8

The Customer acknowledges that:

1. any Deliverables are provided to the Customer solely in connection with the Brief and may not be used for any other purpose;

2. the provision of the Services by IGD does not constitute a recommendation or advice to take a particular course of action and IGD is not responsible for any losses arising from any reliance on the Services as constituting a recommendation or advice to take a particular course of action made by the Customer; and

3. IGD is not responsible for any losses arising from any act or omission by the Customer made in connection with, or as a consequence of, the supply of the Services by IGD.

If it is an investment company, in addition to the obligations at clause 5.5, the Customer in particular will not use the Deliverables in any external publication (eg brokers notes) or external presentation unless you have the prior written consent of IGD.

3.9

In the event that the Services we provide you involve any walking or travelling between venues, you agree that you will be responsible for your safety.

3.10

In the event that the Services we provide you are carried out at a third party’s premises, you agree that you will be responsible for any property damage that you cause to the third party.

4. CUSTOMER'S OBLIGATIONS

4.1

The Customer shall:

4.1.1	provide proper, adequate, safe, comfortable and suitable environmental and operating conditions if IGD undertakes any work at the premises of the Customer or its agent, employee or contractor;
4.1.2	ensure that the Customer's agents, employees and contractors fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with and receipt of Services from, IGD and IGD's employees, contractors and agents;
4.1.3	promptly provide to IGD any information and assistance necessary for IGD to carry out fully, accurately and promptly its obligations under this Agreement to the best of its ability including any such information and assistance specified in the Proposal;
4.1.4	promptly comply with the reasonable requests of IGD from time to time in connection with this Agreement;
4.1.5	take all care and assume all responsibility when using the Deliverables; and
4.1.6	use reasonable efforts to ensure that while its employees, agents and contractors are on IGD's premises, they will conform to IGD's normal codes of staff and security practice as are advised to them by IGD.

4.2

It is the Customer's responsibility to ensure that the Services are sufficient and suitable for its purposes and meet its individual requirements.

4.3

The Customer agrees, during the term of this Agreement and for a period of one year following termination or expiry of this Agreement, not to solicit or induce any officer, employee or agent of IGD who was involved with the provision of Services to terminate their employment or engagement with IGD without the prior written consent of IGD. For the avoidance of doubt, any general recruitment advertisement placed by or on behalf of the Customer shall not be deemed to be solicitation for the purposes of this Clause 4.3.

4.4

The Customer agrees that in the event that the Customer requests that IGD provide any entertainment or non-business services from a third party (“Third Party Entertainment”) as part of the Brief, IGD does so on the following basis: (a) IGD contracts with the Third Party Entertainment as Customer’s agent; (b) IGD has no responsibility or liability to the Customer in relation to the Third Party Entertainment; (c) IGD has not carried out extensive searches on entertainment providers and gives no assurances that the Third Party Entertainment is suitable for the Customer or is of satisfactory quality; (d) the Customer is responsible for any damage that it causes to any property as a result of the Third Party Entertainment; (e) the Customer (and its insurer) is responsible for any injury to Customer’s employees or third parties arising as a result of or in connection with the Third Party Entertainment.

5. INTELLECTUAL PROPERTY RIGHTS

5.1

The Parties acknowledge that as between IGD and the Customer:

5.1.1

subject to the provisions of Section 5.1.2, the Customer owns all Intellectual Property Rights in that portion of the Documents specifically created by IGD for the Customer pursuant to this Agreement. To the extent IGD owns the Intellectual Property Rights in any such Documents, IGD hereby assigns to the Customer its Intellectual Property Rights therein (subject to IGD's other rights to use them and to own and use the Background Materials pursuant to this Agreement); and

5.1.2

IGD and its licensors own all Intellectual Property Rights in the Background Materials.

5.2

Each Party shall not have any rights over or to use the Intellectual Property Rights of the other Party other than as expressly provided under this Agreement.

5.3

The Customer hereby grants to IGD a royalty-free, worldwide, irrevocable, perpetual, non-exclusive, assignable, sublicensable licence to use the Documents specifically created by IGD for the Customer pursuant to this Agreement for any purpose whatsoever, including performing this Agreement.

5.4

IGD hereby grants to the Customer a royalty-free, worldwide, irrevocable, perpetual, non-exclusive, assignable, sublicensable licence to use the Background Materials to the extent necessary for using the Deliverables in the manner envisaged by this Agreement. For clarity, such licence does not extend to any commercialization of the Background Materials in any respect.

5.5

The Customer shall always accredit creation of the Deliverables to IGD in such form of accreditation as is required by IGD from time to time, whenever the Deliverables are reproduced in full in the manner and for the purposes envisaged by this Agreement. Where only part of the Deliverables are reproduced or the Deliverables are reproduced in a manner not envisaged by this Agreement, the Customer shall:

5.5.1	use all reasonable efforts to obtain authority from IGD to use the Deliverables for that purpose and in that manner so as to be able to accredit creation of the Deliverables to IGD; but
5.5.2	not otherwise accredit creation of the Deliverables to IGD.

5.6

If either Party becomes aware of any improper or wrongful use of the Intellectual Property Rights used by the other, that Party shall immediately inform the other of such use. The informing Party shall if requested assist the other (at the other's reasonable cost) in taking any steps in connection with the protection or defence thereof as the other may determine.

6. CONFIDENTIALITY

6.1

Each Party shall keep and procure to be kept secret and confidential the Confidential Information of the other Party (whether before, on or after the date of this Agreement) and shall not use nor disclose the same save:

6.1.1	as strictly necessary for the purposes of the proper performance of this Agreement;
6.1.2	as otherwise permitted by this Agreement; or
6.1.3	with the prior written consent of the other Party.

6.2

Where one Party discloses Confidential Information of the other Party to its employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 6. Each Party shall use its reasonable efforts to ensure that any such employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer complies with such obligations.

6.3

Each Party shall at all times:

6.3.1	adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other Party from inadvertent disclosure or release to unauthorised persons; and
6.3.2	hold the Confidential Information of the other Party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.

6.4

A Party’s Confidential Information shall not include:

6.4.1	information in the public domain other than as a result of a breach of the obligations of this Agreement; or
6.4.2	becomes known through no wrongful act on the part of the other Party.

6.5

If either Party is required to disclose the Confidential Information of the other Party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the Party so required shall, prior to any such disclosure where practicable, notify and consult with the other Party and, at the other Party's reasonable request and cost, assist that other Party in opposing any such disclosure.

6.6

Neither Party shall make any announcement of any kind in respect of the subject matter of this Agreement except with the prior written consent of the other Party (not to be unreasonably withheld or delayed) or as is required by law.

6.7

Subject to Clause 6.6, IGD may identify the Customer as its customer and the type of Services provided by IGD to the Customer, provided that in doing so IGD shall not without the Customer's prior written consent reveal any Confidential Information of the Customer.

6.8

The obligations of this Clause 6 shall continue indefinitely after termination of this Agreement for whatever reason.

7. LIMITATION OF LIABILITY

7.1

This Clause 7 prevails over all other Clauses and sets forth the entire liability of each Party to the other, and their sole and exclusive remedies of the other in respect of:

7.1.1	performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any goods or services in connection with this Agreement; or
7.1.2	otherwise in relation to this Agreement or entering into this Agreement.

7.2

Neither Party excludes or limits its Liability for:

7.2.1	its fraud;
7.2.2	death or personal injury caused by its Breach of Duty; or
7.2.3	any Liability which cannot be excluded or limited by applicable law.

7.3

Subject to the rest of this Clause 7, neither Party accepts and hereby excludes any Liability for Breach of Duty other than any liability arising pursuant to the terms of this Agreement.

7.4

Subject to the rest of this Clause 7, neither Party shall have Liability to the other in respect of any:

7.4.1	indirect or consequential losses, damages, costs or expenses;
7.4.2	loss of actual or anticipated profits;
7.4.3	loss of contracts;
7.4.4	loss of use of money;
7.4.5	loss of anticipated savings;
7.4.6	loss of revenue;
7.4.7	loss of goodwill;
7.4.8	loss of reputation;
7.4.9	loss of business;
7.4.10	loss of operation time;
7.4.11	loss of opportunity; or
7.4.12	loss of opportunity; or

suffered by the other in respect of this Agreement whether or not such losses were reasonably foreseeable or the Party in default or its agents had been advised of the possibility of the other incurring such losses. For greater clarity, Clauses 7.4.2 to 7.4.12 apply whether such losses are direct, indirect, consequential or otherwise.

7.5

Subject to the rest of this Clause 7 and the exclusions and limits set out in the rest of this Agreement, the total aggregate Liability of each Party to the other in respect of loss or damage suffered by the other shall be limited to 150% of the Fee.

7.6

The limitation of Liability under Clause 7.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

7.7

In this Clause 7:

7.7.1

"Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); and

7.7.2

"Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract).

8. FEE

8.1

In consideration for the Services provided by IGD pursuant to this Agreement, the Customer shall pay to IGD the Fee.

8.2

The Fee shall be as set out in the Agreement Details (or otherwise in the Proposal). Any breakdown of the Fee is for information purposes only. The only Fee shall be the total fee described in the Agreement Details (or otherwise in the Proposal).

8.3

IGD will issue invoices to the Customer for all or part of its Fee at the times and in the amounts as set out in the Proposal or Agreement Details.

8.4

IGD may issue invoices to the Customer for its Fee at the times and in the amounts as set out in the Proposal or Agreement Details, if:

8.4.1	IGD has not performed the Services; or
8.4.2	such other milestone would have been reached;

but for the Customer's unreasonable delay in receiving the Services or providing information or assistance to IGD or the Customer's unreasonable act or omission which prevents the milestone from being reached.

8.5

IGD may issue invoices to the Customer and the Customer shall reimburse IGD for expenses reasonably incurred by its employees, agents or contractors in the course of performing this Agreement as and when the expenses arise or if earlier when IGD knows the value of its anticipated expenses.

8.6

Unless otherwise provided in the Proposal or the Agreement Details, the Customer shall pay to IGD:

8.6.1	the initial fee immediately upon receipt of the invoice for the initial fee and in any event in advance of receipt of the Services;
8.6.2	all other fees, within ten Business Days after receipt of IGD's proper invoice for the Fees; and
8.6.3	for the expenses within five Business Days of the date of IGD's proper invoice.

8.7

The Fee and all expenses due to IGD are exclusive any applicable duties or taxes which the Customer shall pay to IGD in addition at the same time as payment of the Fee and expenses.

8.8

The Customer shall pay IGD by any payment method reasonably stipulated by IGD.

8.9

Payment shall be made in the lawful money of Canada.

8.10

Payment of all sums due to IGD under this Agreement shall be made by the Customer in full without any set-off, deduction or withholding whatsoever.

8.11

If the Customer is late in paying any part of any monies due to IGD, IGD may (without prejudice to any other right or remedy available to it whether under this Agreement or by any statute, regulation or bye-law) do either or both of the following:

8.11.1	charge interest on the amount due but unpaid at an annual rate of interest set of 0% commencing from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and
8.11.2	suspend the performance of this Agreement and any other agreement between IGD and the Customer until payment in full has been made.

8.12	The Customer shall pay the fee in the manner specified in the Proposal, including any cancellation or rescheduling charges as further set out in the Proposal.

9. TERM AND TERMINATION

9.1

This Agreement shall commence on the date as of the date of the Agreement Details and, subject to any earlier termination pursuant to this Agreement, shall continue in force until IGD has completed performance of the Services.

9.2

Either Party may terminate this Agreement immediately by notice in writing to the other Party if:

9.2.1	the other Party is in material breach of any of its obligations under this Agreement which is incapable of remedy;
9.2.2	the other Party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been notified in writing of such breach within 30 days;
9.2.3	the other Party files an assignment in bankruptcy or a proposal under the Bankruptcy and Insolvency Act (Canada) or if a petition in bankruptcy is filed or presented against the other Party under the Bankruptcy and Insolvency Act (Canada) or comparable legislation and such petition is not discharged within 90 days; or
9.2.4	a receiver is appointed for all or substantially all of the assets or property of the other Party and such appointment is not contested and the receiver discharged within 45 days.

9.3

Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

9.4

Termination of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

9.5

Upon termination of this Agreement for any reason:

9.5.1	IGD shall cease to perform this Agreement;
9.5.2	all outstanding elements of the Fee not yet paid, whether or not invoiced, shall become immediately due and payable; and
9.5.3	the owner of Confidential Information may at its option require the other Party to delete promptly all Confidential Information from any computer disks, tapes or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any Confidential Information belonging to the Party requiring the action. The owner of the Confidential Information may require the other Party to provide a written declaration, signed by an officer or other authorised individual stating that there has been full compliance with this Clause 9.5.3.

10. FORCE MEJEURE

10.1	Save for obligations in respect of payment of the Fee and expenses, neither Party shall be liable for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control including without limitation Act of God, actions of third parties (including hackers, suppliers, governments or supra-national authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including without limitation electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.
10.2	Each of the Parties agrees to notify the other immediately upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
10.3	The performance of each Party's obligations shall be suspended during the period that the Event of Forece Majeure persists and such Party shall be granted an extension of time for performance equal to the period of the delay.
10.4	Each Party shall bear its own costs incurred by the Event of Force Majeure.
10.5	If performance of any obligations are delayed under this Clause 10, each Party shall nevertheless accept performance as and when the other shall be able to perform.
10.6	If the Event of Force Majeure continues without a break for more than 30 days, either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall be liable to the other Party by reason of such termination.
10.7	If IGD has contracted to provide identical or similar services or deliverables to more than one customer and is prevented from fully meeting its obligations to the Customer by reason of an Event of Force Majeure, IGD may decide at its absolute discretion which contracts it will perform and to what extent.

11. NOTICES

11.1

Any notice or other communication required or authorised to be given under this Agreement shall be in writing and may be served by personal delivery or by pre-paid or recorded delivery letter or by overnight courier or by facsimile addressed to the relevant Party at its address stated in this Agreement or at such other address or facsimile number as is notified by the relevant Party to the other for this purpose from time to time or at the address or facsimile number of the relevant Party last known to the other.

11.2

Any notice so given by post shall be deemed to have been served two Business Days after the same shall have been posted by recorded delivery or overnight courier and any notice so given by facsimile shall be deemed to have been served upon receipt of an answerback signal from the receiving machine, and in proving such service it shall be sufficient to prove that the letter or facsimile was properly addressed or numbered and, as the case may be, posted as a prepaid or recorded delivery letter or despatched or an answerback signal received.

12. ASSIGNMENT

12.1	Subject to any assignee (in the case of an assignment) confirming in writing to be bound by the provisions of this Agreement, IGD may assign or subcontract its rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. IGD shall promptly give notice to the Customer of any such assignment.
12.2	The Customer shall not assign, transfer or charge or purport to assign, transfer or charge this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of IGD (such consent not to be unreasonably withheld or delayed).

13. CHANGE CONTROL

13.1	IGD or the Customer may request by notice in writing changes to this Agreement.
13.2	To the extent the requested change is feasible, IGD shall state as soon as practicable what would be the effects of the change including on cost, fees, timetable and any impact on the rest of the Services and this Agreement.
13.3	Neither Party shall unreasonably withhold or delay agreement to a change reasonably requested by the other Party. Both Parties shall use reasonable efforts to agree to the change and in a timely manner.
13.4	To the extent the change affects any timescales, the timescales shall be automatically extended accordingly.
13.5	The final change agreed upon by the Parties shall be recorded in a Change Control Form (in the form appended to this Agreement) and signed by both Parties. Change Control Forms will be numbered sequentially and a status log kept by both parties. At the same time, the parties shall also amend the Agreement Details and Proposal as necessary and attach the amended Agreement Details and Proposal to the Change Control Form.
13.6	Until a Change Control Form and, if applicable, the relevant amended Agreement Details and Proposal are signed by both Parties, no change shall come into effect.

14. GENERAL

14.1	No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that Party's rights under this Agreement.
14.2	If any Clause or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or provision or part of any Clause or provision, all of which shall remain in full force and effect.
14.3	Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the Parties.
14.4	You warrant that: you will not and will procure that your staff will not engage in any activity, practice or conduct which would constitute an offence of bribery or facilitation payment in the United Kingdom or in the country where you are based; and you have and will maintain in place adequate procedures and training of your staff to ensure compliance with 14.4(a)
14.5	Subject to the terms herein, This Agreement shall ensure to and be binding upon the Parties hereto and their respective successors and permitted assigns.
14.6	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.
14.7	Addendum in relation to Events In the event that the Services which IGD provides to the Customer includes an event which is open to third party companies and therefore the Services are not exclusively provided to the Customer “Event”, the following terms shall apply in relation to the Event and shall supersede any terms set out in this Agreement:
14.7.1	IGD reserves the right to make reasonable changes to the venue, timing and content of the Event.
14.7.2	If for any reason we are unable to provide the Event as a result of any delay or failure by you (including delay or failure to attend the venue at the time specified) then the Services will be deemed to have been delivered notwithstanding that as a result of your delay or failure you did not receive the Services.
14.7.3	In the Event of Force Majeure, we shall have no liability to you and accordingly we shall have no obligation to refund to you the price of Services.