Terms & Conditions

1. Project Plan – RTS will use commercially reasonable efforts to carry out its obligations in accordance with any dates or time periods referred to or specified in the proposal. However, unless otherwise expressly stated in the proposal, the parties agree that any date or time period stated in the proposal is intended for planning and estimating purposes only, and is not contractually binding.
2. Deliverable Materials – Deliverable Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings and similar works) that RTS may deliver to you as part of the services according to the proposal. RTS will deliver to you the Deliverable Materials, if any, specified in the proposal as being RTS’s responsibility. Deliverable Materials do not include commercially available software or hardware; these may be provided under separate agreements.
3. Acceptance – Deliverable Materials will be accepted by you when the acceptance criteria or Deliverable Materials acceptance procedure, if any, specified in the proposal, have been met, or when you make productive use of the Deliverable Materials, whichever occurs first. Where no such criteria or procedure are specified in the proposal, Deliverable Materials will be deemed accepted on delivery to you.
4. Your Responsibilities – RTS’s performance is dependent on you cooperating with RTS and carrying out your responsibilities as set out in this Agreement.
   • Fees, Taxes & Payment – Charges and expenses will be stated exclusive of any taxes. If any authority imposes a duty, tax, levy, or fee, excluding those based on RTS’s net income, upon any transaction under this Agreement, then you agree to pay that amount as specified in an invoice or supply exemption documentation.
   • Payment of Invoices – RTS will invoice in accordance with the terms of the proposal. Unless the proposal states otherwise, all amounts:
     1. will be specified in CAD or the specified currency.
     2. will be due upon receipt of the invoice by you; and
     3. will be payable as RTS specifies in the invoice. You agree to pay accordingly, including any late payment charges.

In the event of late payment, RTS reserves the right to suspend the provision of Services and to charge interest on amounts overdue.

5. Term and Termination

• • Duration of Agreement – This Agreement will apply from the Commencement Date stated in the proposal, if any, or where no Commencement Date is specified, from the date of signature of the proposal by both parties. This Agreement will continue until the Services have been provided as stated in the proposal, or the Agreement is terminated earlier in accordance with the terms set out below.
  • Termination on Notice – Unless the proposal states otherwise, this Agreement may be terminated by either party at any time by giving the other party not less than 60 days’ written notice.
  • Termination for Breach – This Agreement may be terminated by either party on written notice with immediate effect if the other party commits a material breach of this Agreement which is not remedied within thirty (30) days of a written request to remedy the same (or if it is not practical to remedy the breach within such period, if reasonable steps have not been taken within the 30 days towards remedying the breach)
  • Effect of Termination – On the termination of this Agreement, you will pay RTS for all Services provided up to the date of termination, and where you terminate on notice or RTS terminates for breach for additional costs RTS reasonably incurs as a result of the early termination of the Services, such as costs relating to sub-contracts or relocation costs. RTS will take reasonable steps to mitigate any such additional costs. Unless specified otherwise in the proposal, where the Services have been provided on a fixed price fees basis, you will pay RTS all sums due at the date of termination in accordance with the payment plan set out in the proposal, plus any related payments withheld, together with fees on a time and materials basis for Services provided after the date of the last applicable payment under the payment plan

6. Confidentiality

A separate confidentiality and non-disclosure agreement will be executed later and will become part of the agreement.

7. Confidentiality

Limitation – Circumstances may arise where, because of a default on RTS’s part or other liability, you are entitled to recover damages from RTS. Regardless of the basis on which you are entitled to claim damages from RTS (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), RTS is liable for no more than:

• • damages for bodily injury (including death), and damage to real property and tangible personal property for which RTS is legally liable; and
  • the amount of any other actual direct damages not the charges or the amounts paid or due and payable to RTS (if recurring, 12 months’ charges apply) under this proposal.
  • Under no circumstances is RTS, its Affiliates, or its subcontractors liable for any of the following, even if informed of their possibility:
  • loss of, or damage to, data;
  • special, incidental, or indirect damages or for any economic consequential damages; or
  • lost profits, business, revenue, goodwill, or anticipated savings

8. General

• • Force Majeure – Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control. This clause does not apply to any of your obligations to pay charges for Services provided.
  • Waiver – No delay by either party in enforcing any of the terms or conditions of this Agreement will affect or restrict such party’s rights and powers arising under this Agreement. No waiver of any term or condition of this Agreement will be effective unless made in writing.
  • Notices – Notices must be in writing and served either personally, sent by prepaid registered post or faxed to the address of the other party given in this Agreement or to any other address as the relevant party may have notified to the other during the period of this Agreement. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its delivery.
  • Electronic Communications – To the extent permitted under applicable law, each of us may communicate with the other by electronic means and such communication is acceptable as a signed writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verity the sender’s identity and the document’s authenticity.
  • Amendment – Any amendment to this Agreement will not be effective unless agreed in writing and signed by both parties. Additional or different terms in any written communication from you (such as an order) are void.
  • Survival and Validity of Agreement Provisions – The provisions of this Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both parties. If any provision of this Agreement is held to be invalid, in whole or in part, such provision (or relevant part, as the case may be) shall be deemed not to form part of this Agreement. In any event, the enforceability of the remainder of this Agreement will not be affected. Neither party will bring a legal action arising out of or related to this Agreement more than three years after the cause of action arose.
  • Working for other Clients – RTS and its Affiliates will not be prevented or restricted by anything in this Agreement from providing services for other Clients
  • Relationship of Parties – RTS is an independent contractor, and is responsible for the payment of all employer contributions and taxes measured by the remuneration paid to RTS employees as required by all applicable federal, state and local laws. RTS is not a fiduciary of END USER / ORGANISATION and does not undertake to perform any regulatory obligation of END USER / ORGANISATION or to assume any responsibility for END USER / ORGANISATION business or operations. You are responsible for the results obtained from the use of the Services.
  • Remedies – If such a claim is made or appears likely to be made, you agree to permit RTS to enable you to continue to use the Deliverable Materials, or to modify them, or replace them with Deliverable Materials that are at least functionally equivalent. If RTS determines that none of these alternatives is reasonably available, you agree to return the Deliverable Materials to RTS on its written request. RTS will then give you a credit equal to the amount you paid RTS for the creation of the Deliverable Materials. This is RTS’s entire obligation to you regarding any claim of infringement.
  • Claims for Which RTS is Not Responsible – RTS has no obligation regarding any claim based on any of the following:
  • anything you provide which is incorporated into the Deliverable Materials or RTS’s compliance with any designs, specifications, or instructions provided by you or by a third party on your behalf;
  • your modification of Deliverable Materials; or
  • the combination, operation, or use of the Deliverable Materials with any product, data, apparatus, or business method that RTS did not provide, or the distribution, operation or use of the Deliverable Materials for the benefit of a third party (excluding your Affiliates).

9. Entire Agreement – This Agreement, including any attachment, invoice, or referenced document, forms the entire agreement between you and RTS relating to the Services. It replaces and supersedes any previous proposal, correspondence, understanding or other communication, whether written or oral. Neither party is liable to the other in equity nor otherwise, for any representation that is not set out in this Agreement. Each party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement.

10. The headings and titles in this Agreement are included to make it easier to read, but do not form part of this Agreement

11. Warranties – RTS warrants that it performs each of the Services using reasonable care and skill and according to its current description (including completion criteria) contained in the proposal. These warranties are your exclusive warranties and replace all other warranties or conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose

12. Applicable Law – Both you and RTS consent to the application of the laws of Canada to govern, interpret, and enforce all of your and RTS’s rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles

13. Resolving Disputes – Should any dispute arise between you and RTS, the parties will attempt to resolve the dispute in good faith by negotiations in accordance with the Escalation Procedure, if any, described in the proposal. Where both you and RTS agree that it may be beneficial, the parties will seek to resolve the dispute through mediation.