IGD Services (Canada) Inc - Trading Terms

Date : 29 August 2012







In these Trading Terms the following words have the following meanings:

Authorised User: a person entitled to receive or view the Materials in accordance with clause 12;

the Buyer: the person(s), firm or company who purchases Goods or Services from IGD Services (Canada) Inc;

Breach of Duty: the breach of any (a) 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 (b) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);

Contract: any contract between IGD Services (Canada) Inc and the Buyer for the supply and purchase of Goods and/or Services incorporating these Trading Terms. Each type of Good or Service ordered shall constitute a separate Contract;

Copyright Notice: the copyright notice accessible from the Website from time to time;

Goods: any goods (including if applicable Materials) agreed in the Contract to be supplied to the Buyer by IGD Services (Canada) Inc (including any part or parts of them);

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 copyright, database rights, patents, design rights, registered designs, trade mark rights, service mark rights, domain name rights and topography rights, utility model right, trade secret, right in unpatented know-how, right of confidence, right under licence whether or not registered or capable of protection by registration at the Canadian Intellectual Property Office in Canada and the right to apply for any of them;

Liability: 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 the Contract, including, without limitation, liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract (and for the purposes of this definition, all references to "the Contract" shall be deemed to include any collateral contract);

Materials: materials of any nature and on any medium that we provide or make available to you as part of the Contract (including a Report or any information, software, documentation, data, diagrams, charts, records and reports);

Privacy Policy: the privacy policy accessible from the Website from time to time;

Report: any report in hard or soft copy or in any other form or on any other media supplied by IGD Services (Canada) Inc from time to time;

Services: any services agreed in the Contract to be supplied to the Buyer by IGD Services (Canada) Inc (including any part or parts of them) including courses, conferences, training or events, access to the Website or if applicable Materials;

Site Terms: the site terms accessible from the Website from time to time;

Website: the web site operated by us, currently at the following uniform resource locator address: "igd.com".


In these Trading Terms:

  1. as appropriate, "you" and "your" are references to the Buyer and "us", "our" and "we" are references to IGD Services (Canada) Inc;
  2. the headings to clauses are inserted for convenience only and shall not affect the interpretation of construction of these Trading Terms;
  3. words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and vice versa and reference to persons shall include an individual, company, corporation, firm or partnership;
  4. references to "includes" or "including" or like words or expressions shall mean without limitation; and
  5. references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.




Subject to any variation under clause 2.3, each Contract will be on these Trading Terms to the exclusion of all other terms and conditions submitted, proposed or stipulated by you (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).


No terms or conditions endorsed upon, delivered with or contained in your purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in a Contract unless agreed by us in accordance with these Trading Terms.


These Trading Terms apply to all our sales and supplies of Goods and/or Services by us to you (save for retail analysis information services and supply chain analysis information services in respect of which separate terms and conditions apply).


You shall make each order using our standard order form off-line or on our Website or by an e-mail that contains all the information required by our off-line or Website standard order forms. Each order for Goods and/or Services by you from us shall be deemed to be an offer by you to purchase Goods and/or Services subject to these Trading Terms.


No order placed by you shall be deemed to be accepted by us until the earlier of: (a) signing by us (if in hard copy); or (b) receipt by you of our confirmed acceptance in writing, by e-mail or other durable medium; (c) dispatch by us to you of your username and password log-in details for electronic access to any Materials in response to your order for the Materials; (d) collection by us from you of the charges payable by you under a Contract or (e) commencement of delivery or provision by us to you of the Goods or Services ordered by you. We may, but will not necessarily, acknowledge receipt of your order. If we do so, the acknowledgement of receipt shall not constitute our acceptance of your order unless we expressly stipulate that it is acceptance. For the avoidance of doubt, any travel arrangements which are made prior to any deemed acceptance of order, are made at your own risk and IGD Services (Canada) Inc will not reimburse travel costs.


We shall assume that any person who reasonably holds themselves out as being your authorised representative shall be entitled to place an order on your behalf. You must ensure that the terms of your order and any applicable specification are complete and accurate.


Any quotation given by us is not an offer by us. It requires you to make an order, which we may accept. Any quotation is valid for a period of 30 days only from its date, provided that we have not previously withdrawn it.


Each Contract constitutes the complete and exclusive statement of agreement and understanding between the parties which supersedes and excludes all prior or contemporaneous proposals, understandings, agreements or representations, whether oral or written, with respect to the subject matter thereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.


You acknowledge that no representations were made prior to the entering into of any Contract and that, in entering into a Contract, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to the Contract or not) other than as expressly set out or referred to in the Contract.


For the avoidance of doubt and as set out in clause 10.2, nothing in a Contract shall exclude or limit our Liability for any fundamental misrepresentation, including any misrepresentation as to a matter fundamental to our ability to perform our obligations under a Contract, on our part.


We do not allow you to take photographs or make recordings at our events. In the event that you breach this clause, we reserve the right to eject you from the event.




The description of the Goods and/or Services shall be as set out on our Website.


Subject to clause 3.1, all drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues, price lists or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They will not form part of any Contract.




Unless otherwise agreed by us, we shall deliver the Goods to the place and/or electronically as stipulated in your order and performance of the Services shall take place on the date and at the place stipulated by us. We reserve the right to make reasonable changes to the venue, timing and content of the Services.




Any dates specified by us for delivery of the Goods or provision of the Services are intended to be an estimate and time for delivery and/or provision shall not be made of the essence by notice. If no dates are so specified, delivery or provision will be within a reasonable time.



If for any reason you will not accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisa­tions:

  1. risk in the Goods will pass to you (including for loss or damage caused by our negligence);
  2. the Goods will be deemed to have been delivered; and
  3. we may store the Goods until delivery whereupon you will be liable for all related costs and expenses (including storage and insurance).


If for any reason we are unable to provide any Services to you as a result of any delay or failure by you in receiving the Services (including delay or failure to attend the venue at the time specified for the provision of the Services) 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.




The quantity of any consignment of Goods as recorded by us upon despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.




Subject to clause 4.3, the Goods are at your risk from the time of delivery.


Ownership of the physical Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods and all other sums which are or which become due to us from you on any account.


Until ownership of the Goods has passed to you, you must:

  1. hold the Goods on a fiduciary basis as our bailee;
  2. store the Goods (at no cost to us) separately from all your other goods or goods of any third party in such a way that they remain readily identifiable as our property;
  3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
  4. maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to the reasonable satisfaction of us. On request you shall produce the policy of insurance to us; and
  5. hold the proceeds of the insurance referred to in clause 6.3(d) on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.


You may resell the Goods before ownership has passed to you solely on the condition that any sale shall be effected in the ordinary course of your business at full market value, and shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.


Until ownership of the Goods passes to you under clause 6.2, IGD Services (Canada) Inc may at any time without notice recover possession of the Goods which are the property of IGD Services (Canada) Inc. You hereby grant to us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or to recover possession of them.


We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.


On termination of a Contract, howsoever arising, our rights contained in this clause 6 shall remain in effect.




Unless otherwise agreed by us in writing or by e-mail, the price for the Goods and/or Services shall be our standard price published on the date of your order and shall be inclusive of our delivery costs (if applicable).


The price for the Goods and/or Services shall be exclusive of any value added tax and other duties or taxes (if applicable) which amounts you will pay in addition when you are due to pay for the Goods and/or Services.


If you order any Materials from us, you shall ensure that only the permitted number of Authorised Users may access the Materials. If you require further copies or access by a higher number of Authorised Users than you are permitted to use, you shall first contact us and obtain and pay for the required number of further copies or agree with us the required "Corporate Access" facility.




Payment of the price for the Goods and/or Services is due within 28 days of date of our invoice in respect of such Goods and/or Services. Where the Contract relates to attendance at a training course or conference place or any other event, we may require that payment of our invoice is made prior to the date of the training course or conference or other event. We may issue an invoice in respect of Goods and/or Services at any time after the Contract has come into existence.


Time for payment shall be of the essence.


No payment shall be deemed to have been received until we have received cleared funds.


All payments payable to us under the Contract shall become due immediately upon termination of the Contract despite any other provision.


You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.


If you are late in paying us any fee or charge or tax under the Contract, then without prejudice to any other right or remedy available to us whether under the Contract or by any statute, regulation or bye-law we may:

  1. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
  2. remove your access or permission to possess the Goods and/or Service; or
  3. require you to provide such other assurances as we may reasonably require in order to secure your payment obligations.




We warrant that the Goods will be of satisfactory quality upon delivery .


In the event of a breach of clause 9.1 you shall:

  1. give written notice of the defect to us, and (if the defect is as a result of damage in transit) to the carrier, within seven days of the time when you discover or ought to have discovered the defect; and
  2. give us, our agents and employees a reasonable opportunity after receiving the notice, referred to in clause 9.2(a), of examining such Goods and you (if we ask you to) return such Goods to our place of business at your cost for the examination to take place there.


We shall not be liable for any losses suffered by you to the extent that those losses arise as a result of:

  1. you making any further use of such Goods after giving notice in accordance with clause 9.2(a); or
  2. the defect arising because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
  3. you altering or repairing such Goods without our written consent.


Subject to clauses 9.2 and 9.3, if any of the Goods do not conform with the warranty in clause 9.1 we may, at our option (and as appropriate):

  1. repair or replace such Goods (or the defective part); or
  2. refund the price of such Goods at the pro rata Contract rate
    provided that, if we so request, you shall, at your expense, return the Goods or the part of such Goods which is defective to us.


We warrant that the Services will be performed with reasonable skill and care.


In the event of a breach of clause 9.5 you shall give written notice of the defect to us within seven days of the time when you discovered or ought to have discovered the defect.


Subject to clause 9.6, if any of the Services do not accord with the warranty in clause  9.5 we may, at our option (and as appropriate):

  1. re-perform the Services (or the defective part); or
  2. refund the price of the Services at the pro rata Contract rate.


Subject to clauses 9.1 and 9.5, we do not warrant:

  1. that the Goods or Services are sufficient or suitable for your purpose or meet your individual present or future needs or requirements or that they will be complete, error free or wholly accurate or that they will be delivered or provided without interruption, fault or error. It is possible that some errors or omissions may occur in the Goods and/or Services because of the immense quantity of information and some information cannot always be verified.
  2. should be used as the deciding factor for any business decision and any business or other decision you take on the basis of the Goods or Services is your responsibility.





This clause 10 prevails over all other clauses in a Contract and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

  1. the performance, non-performance, purported performance or delay in performance of each Contract or the sale or supply of Goods and/or Services (or any part of them); and
  2. otherwise in relation to each Contract or the entering into or performance of each Contract.


Nothing in a Contract shall exclude or limit our Liability for (a) our fraud (including our fraudulent misrepresentation); (b) death or personal injury caused by our Breach of Duty; (c) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (d) any other Liability which cannot be excluded or limited by applicable law.


We do not warrant and exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any Goods or Services; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.


Save as provided in clause 10.2, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to a term of a Contract.


Save as provided in clause 10.2, we shall have no Liability for any:

  1. indirect or consequential losses, damages, costs or expenses;
  2. loss of actual or anticipated profits;
  3. loss of contracts;
  4. loss of the use of money;
  5. loss of anticipated savings;
  6. loss of revenue;
  7. loss of goodwill;
  8. loss of reputation;
  9. loss of business;
  10. loss of operation time;
  11. loss of opportunity; or
  12. loss of, damage to or corruption of data;


and any such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, clauses  10.5 (b) to  10.5 (l) inclusive apply whether such losses are indirect or consequential or otherwise.


Save as provided in clause  10.5 and subject to the exclusions and limits set out in these Trading Terms, our total Liability to you or any third party shall, in respect of any one or more incidents, not exceed in aggregate a sum equal 125% of the price of the Goods and/or Services supplied under each Contract.


The limitation of Liability under clause 10.6 has effect in relation to both any Liability expressly provided for under each Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of any Contract.


The provisions of clause 10 shall continue after the termination of any Contract.


In relation to any conference, event or training course which we provide free of charge, the following shall apply:

  1. we shall be entitled to alter or cancel any element of the event programme such as speakers, times and venues at any time or should the need arise.
  2. we shall not be responsible for any travel or accommodation costs arising out of any alteration or cancellation in 10.9(a).


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.


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.


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.


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.




You may cancel or assign a Contract which relates to a training course or conference or other event booking and obtain a full refund for the sums paid in respect of the cancelled element. In the event of a cancellation or assignment, you shall be immediately liable to pay a compensation fee. The compensation fee shall be calculated depending upon the amount of notice that we have received from you as set out in the table below:


Clear days notice received by us before (start) date of training course or conference or other event

Compensation fee (as % of price of Services relating to the cancelled or assigned training course or conference place or other event)

More than 30 days notice

Full refund

15-30 days notice

50% refund

Less than 15 days notice

No refund/assignment


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

  1. the other Party is in material breach of any of its obligations under this Agreement which is incapable of remedy;
  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;
  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
  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.


Upon termination, you shall immediately pay to us any fees or charges or taxes that are outstanding under the Contract.


Termination of the Contract will be without prejudice to any other rights or remedies which you or we may be entitled to under the Contract or at law and will not affect any accrued rights or liabilities of either you or us nor 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 termination.


We do not allow you to share your place with anyone else as the booking is personal to you. If you purport to do so, we shall be entitled to either charge you for an additional booking or request that you or your colleague leaves the event.


We do not allow you to transfer between events. If you purport to transfer to another event, we shall be entitled to treat that as a cancellation.




You acknowledge that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by us in connection with, the Goods and/or Services belong to us or our licensors.


We grant to you a non-exclusive, non-transferable, non-sublicenseable, non-assignable licence to use the Intellectual Property Rights referred to in clause 12.1 for the sole purpose of receiving and using the relevant Materials for your own internal business purposes.


This licence is subject to the following restrictions:

  1. you may only permit Authorised Users to use or access the Materials and view the Materials. Authorised Users who are authorised by us to receive an electronic copy of the may save the Materials to their local hard drive, make an additional copy for archiving or back-up purposes and print one copy for their own use, but not for sharing with any unauthorised people nor over a network in which unauthorised people may have access;
  2. an Authorised User must not access or store the Materials concurrently from or on more than one computer; each additional use will count as an additional Authorised User;
  3. Authorised Users who receive a hard copy of the Materials may only permit other Authorised Users to view the hard copy;
  4. you may use those Intellectual Property Rights for the sole external purpose of marketing or promoting your normal business to an existing or potential retail customer in accordance with clause 12.4; and
  5. you may not, without our prior written consent, make available, copy, reproduce, re-transmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate all or any part of the Materials nor will you permit or facilitate the making available, copying, reproduction, re-transmission, dissemination, sale, licence, distribution, publication, broadcasting or otherwise circulation of, all or any part of the Materials (including by electronic means) that we make available to you to any other person (including your employees, agents, contractors and customers) or in any way other than as expressly permitted by us; and
  6. you will put in place (and monitor compliance with) safeguards (to standards no less than those existing to protect your own Intellectual Property Rights) to protect our and our licensors' Intellectual Property Rights in the Materials.


You may include limited extracts of Materials in communications to your employees who are not Authorised Users and to existing or potential customers in the normal course of your business, provided that: (a) you do not charge any money or anything for money's worth for supply of any of the Materials; and (b) you do not disclose more than a small part of any text, tables or charts from the Materials; and (c) you credit us as the source of the information and include our copyright notice; and (d) you fairly represent and do not alter the Materials or extracts of the Materials in any way and (e) you do not use any video content in your marketing. You may also store Materials on an electronic storage device provided that adequate security measures are in place to protect the Materials from disclosure to employees who are not Authorised Users.


You will not alter or make any addition to the labelling or packaging of the Materials and shall not alter, deface or remove in any manner any trade mark, logo, symbol or name or copyright mark or other proprietary notice attached or affixed to the Materials or their packaging or labelling.


You acknowledge that the type of licence referred to in your order will determine the relevant Authorised Users as follows:

  1. for 1 to 50 Authorised Users, these are the personnel specified in your order or registered on the Website or with us at a later stage; and
    for Corporate Access, these are personnel registered on the Website or with us.
  2. In the context of this clause "personnel" means individuals who are employees of you. If you would like to have more than 50 Authorised Users, you must first obtain "Corporate Access". Corporate Access does not necessarily mean access by anyone in your organisation. The Corporate Access option is only available if we have specifically agreed the extent of usage in terms of number, type and location of personnel with you in writing, by e-mail or by other durable form.


You shall ensure that Materials are only made available to and accessed by Authorised Users in accordance with these Trading Terms.


If the people who constitute Authorised Users change from time to time, you shall promptly notify us of the change in an Authorised User and provide all details required by us in relation to those individuals who are to become Authorised Users.


You agree to cooperate with us if we wish to monitor your compliance with this clause 12 (such cooperation to include providing us with access to premises, allowing us to inspect the way in which Materials are used by personnel and allowing us to take copies of any information or documentation relevant to your compliance or otherwise (as the case may be) with this clause 12) ("Audit"). If an Audit reveals that any Materials are used by personnel or any of your agents or sub-contractors who are not Authorised Users you agree to promptly reimburse us for any underpaid fees (at our then current list price) together with any costs incurred by us in carrying out the Audit.


You will promptly give notice in writing to us in the event that you become aware of any infringement or suspected infringement of our Intellectual Property Rights in or relating to the Materials and any claim that any Materials or the manufacture, use, supply, provision or disposal of any Materials, infringes the Intellectual Property Rights of any third party.


 You agree to fully and promptly indemnify us and keep us indemnified against all liabilities, claims, losses, damages, demands, injuries, charges, fines, proceedings, costs and expenses (including legal expenses) that we may suffer or incur as a direct or indirect result of any infringement of any Intellectual Property Rights arising in connection with your use of any Intellectual Property Rights outside of the terms of a Contract.


If you breach or permit a breach of the terms of the licence to use Materials granted to you under a Contract we may immediately terminate your licence to use them. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.


Immediately following termination of your licence to use Materials, you shall cease using the Materials and, if we so require, delete or return as we direct from all computer hardware and storage media and otherwise destroy all copies of Materials (in any form or in any media) that we have made available or supplied to you. You shall warrant that you have done these acts within 30 days of termination of your licence.




We shall not be liable to you and we reserve the right to defer the date of delivery or to cancel a Contract or reduce the volume of the Goods or Services ordered by you if we are prevented or hindered from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including 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, adverse weather conditions, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including electrical, telecoms or general Internet failure), shortage of or inability to obtain materials, failure of computer equipment, failures or delays of sources from which information or data is obtained) ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.


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.




The provisions in this clause 14 apply where you make use of the Website to access or view the Materials.




We shall provide you with usernames and passwords in respect of each Authorised User who is entitled to access the Website (or to all Authorised Users if you have requested and we have agreed Corporate Access). You acknowledge that each password is unique and you agree to put in place appropriate technical and administrative controls to ensure the safekeeping of passwords and ensure that use is strictly limited to the relevant Authorised User (whether we have issued passwords on an individual or a corporate basis). You shall immediately notify us upon becoming aware or reasonably suspecting of any unauthorised use of a password. You shall ensure that Authorised Users do not download more than the number of copies of the Materials specified to which they are entitled from the Website and that they do not copy the Materials or make it available to any third party other than as authorised by us.


We shall be entitled to assume that any acts or dealings made through the Website where a valid password has been entered are made by the Authorised User to whom that password has been allocated and that such dealings are made on behalf of you. You shall remain responsible in respect of all such acts and dealings.


Access and Use


You acknowledge that from time to time we may need to carry out maintenance of the Website, and that it may be necessary for access to some or all of the Website to be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access the Website. We shall, in any event, be entitled to suspend, restrict or terminate access to the Website or to modify any part of the Website for any reason at any time.


You agree not to use the Materials made available to you on or via our Website such that you cause the whole or part of the Website or such Materials to be interrupted, damaged, rendered less efficient or in any way impaired for you, your Authorised Users or any third party.


You agree not to use the Materials made available to you on or via our Website such that you cause the whole or part of the Website or such Materials to be interrupted, damaged, rendered less efficient or in any way impaired for you, your Authorised Users or any third party.


You agree that you will only use the Website in a manner which is consistent with any Contract and in such a way as to ensure compliance with applicable laws and regulations. In particular you will not use the Website to transmit, post or download any material which is defamatory, offensive or of an obscene or menacing character or which in our judgement may cause annoyance, inconvenience or anxiety to any person. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you.


You shall be responsible for making all arrangements that will allow you to access the Website (including without limitation obtaining the equipment and paying for telephony and other charges which are necessary for you to access the Website).


Data Protection


You acknowledge that prior to and when an Authorised User accesses the Website we will collect personal data regarding their identity and the way in which they use the Website. This information will be used by us to provide usernames and passwords, to customise the Website to compile management and information statistics and for billing purposes. You agree that we may do this and that you will be responsible for notifying and obtaining relevant consents from Authorised Users for us to do this prior to giving them a password and submitting their details to us. Further details of the Privacy Policy are available on the Website and shall form part of the Contract.




You will comply with all reasonable instructions issued by us from time to time relating to use of the Website (including the Site Terms, Copyright Notice, Privacy Policy and any additional terms and conditions posted on the Website).  In the event of any conflict between the provision of these Trading Terms, the Site Terms and the Privacy Policy, the following order of precedence shall apply to the extent of any conflict:


these Trading Terms prevail over


the Site Terms which prevail over


the Privacy Policy


You shall ensure that your employees, agents and contractors comply with your obligations under these provisions.


You agree to fully and promptly indemnify us and keep us indemnified against all liabilities, claims, losses, damages, demands, injuries, charges, fines, proceedings, costs and expenses (including legal expenses) that we may suffer or incur as a direct or indirect result of:


  1. any claims or legal proceedings arising from your use of the Goods or Services through a password issued to you, which are brought or threatened against us by any person; or
  2. any breach of a Contract by you.




Each of our rights or remedies under any Contract is without prejudice to any other of our rights or remedies whether under a Contract or not.


A Contract may only be varied if the variation is agreed in writing or by email or other durable medium, in each case by a duly authorised representative of each party.


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.


Failure or delay by us in enforcing or partially enforcing any provision of any Contract will not be construed as a waiver of any of our rights under any Contract.


Any waiver by us of any breach of, or any default under, any provision of any Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of any Contract.


The parties to any Contract do not intend that any term of this Contract will be enforce­able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.


You shall not assign, charge, transfer, or otherwise encumber, create any trust over or deal in any manner with a Contract or any right or benefit or interest under it nor transfer or sub-contract or purport to assign, transfer or sub-contract any of your rights or obligations under a Contract without our prior written consent.


A notice required or permitted to be given by either party to the other under any Contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.


All dealings, correspondence and contacts between IGD Services (Canada) Inc and the Buyer shall be made or conducted in the English language, unless IGD Services (Canada) Inc agrees expressly or by its conduct to deal, correspond or contact with the Buyer in another particular language.


Nothing in a Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.


We shall keep a record of each Contract until six years after we have accepted your order. However, for your future reference, we advise and recommend that you print and keep a copy of each Contract and keep it for your future reference. When making an order on our Website, you must follow the instructions on our Website as to how to make your order and for making changes to your order before you submit it to us.


You warrant that:

  1. 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
  2. you have and will maintain in place adequate procedures and training of your staff to ensure compliance with 15.12(a)


A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.


The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any Contract or its subject matter or formation (including, in any of the foregoing areas, non-contractual disputes or claims).




Neither party (the "receiving party") shall at any time whether before or after the termination of this Agreement except as required to perform its respective rights and obligations under this Agreement, use, copy, adapt, alter, disclose or part with possession of any information or data of or about the other (the "disclosing party") which is disclosed or otherwise comes into the receiving party's possession directly or indirectly as a result of this Agreement all of which information shall be deemed to be of a confidential nature whether marked confidential or not ("Confidential Information"). This obligation shall not apply to Confidential Information:


which the receiving party can prove was in its possession at the date it was received or obtained; or


which the receiving party obtains from some person with good legal title thereto other than from or on behalf of the disclosing party; or


which comes into the public domain otherwise than through the default or negligence of the receiving party; or


which is independently developed by or for the receiving party; or


which is required to be disclosed to the extent required by law, court order or a governmental agency.


You acknowledge that our provision of the Service may involve the disclosure to you of processes, operations and set-ups that contain proprietary information and Confidential Information ("Trade Secrets"). Notwithstanding the obligations of confidentiality on you under clause 16.1, you agree that, unless expressly permitted in writing by us, you will not use such Trade Secrets for your own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.


You shall ensure that your personnel, agents and sub-contractors who have, or may have, access to our Confidential Information or to Trade Secrets are bound by an undertaking in substantially the same terms as those placed on you under this Agreement.


The obligations of confidentiality set out in this clause 16 shall continue after termination of this Agreement.