Terms and conditions
1- SPINIKO Services and Commitments
The Client retains the Services of SPINIKO for the duration of the Event. SPINIKO commits to deliver the Equipment in good working order, in quantity and quality, as described in the details of the quote.
2-Installation
a) Specific needs. It is the Client’s responsibility to ensure that the Location planned for the installation of the equipment meets the specific needs in terms of available space and accessibility, this is an essential condition for the performance of the Services. Any Site must allow the Material to be unloaded by truck within 50 metres, or otherwise be located within 150 metres of such an unloading site and accessible by a trolley 1.25 metres wide x 2.5 metres long. If the Site is raised, it must be accessible by means of a forklift truck or freight elevator allowing the unloading of the Material as described above. Any Site must be relatively flat, straight and free from holes, these are essential conditions to allow for the proper and safe deployment of the Equipment. SPINIKO must be notified at least one (1) day before the Event of the Site where the equipment will be installed.
b) Default. If, at the time of unloading of the Equipment or at the time of installation of the Equipment, or later, it appears, at SPINIKO’s sole discretion, that the chosen site does not comply with the conditions agreed above, SPINIKO may, at its discretion, i) attempt to find, by mutual agreement with the Client, another suitable site for the performance of the services or ii) consider this contract terminated and not be required to render the Services or otherwise compensate the Client in any way. In which case the respecting following provisions apply:
i) If, by mutual agreement, SPINIKO and the Client agree to find a suitable Site on the day of the Event, SPINIKO may, at its sole discretion, perform the Services. It is agreed that for such an agreement to be reached, SPINIKO will be granted compensation deemed sufficient for any disturbances and inconveniences. Such agreement shall be made in writing and shall bear the signatures of the parties, hereto or on any other appropriate document which shall then be attached and included, to form part of this Agreement as an Appendix. In the absence of such an agreement, the following paragraph shall apply;
ii) In addition to retaining the deposit provided for in paragraph 4 as liquidated damages, SPINIKO shall not be bound by any other obligation under this Agreement to the Client, the Client’s default being deemed to constitute termination of the Agreement. If SPINIKO does not hold the deposit provided for in paragraph 4, it shall be entitled to claim an equivalent amount from the Client as liquidated damages.
3- Deferral-Termination
a) Deferral. It will be possible for the Client to request to defer the Services to a later date, for any reason, provided that it notifies SPINIKO in writing at least fifteen (15) days before the scheduled date of the Services. To be valid, the deferral must provide for consent between the parties, the date on which the services will be postponed; the Parties agreeing that this date may not be more than three (3) months from the initial date, SPINIKO agreeing that it may not refuse a proposed date without reasonable cause.
b) Termination. It will be possible for the Client to terminate this agreement by sending a written notice to SPINIKO at least 90 days before the scheduled date of the Services. If the Client fails to comply with these conditions, any termination of this Agreement by the Client shall be deemed faulty and shall to have been made in error and at an inappropriate time, thereby removing all liability. SPINIKO shall then be entitled to retain the deposit provided for in paragraph 4 as liquidated damages or, if it fails to hold the deposit provided for in paragraph 4, shall be entitled to claim from the Client an equivalent amount as liquidated damages. The Client hereby expressly waives its right of unilateral termination as provided for in Article 2125 of the Civil Code of Quebec. In case of cancellation less than 14 days before the beginning of the event, the Client will be fully charged.
c) Force majeure. Neither SPINIKO nor the Client shall be liable for delays to the performance of the services or their cancellation due to force majeure, in which case paragraph 3a) shall apply, taking into account the necessary adaptations. If it is not possible to postpone the Event to a mutually agreeable date, the contract will be cancelled. It is agreed that weather conditions, traffic, the cancellation or attendance or financing of the Event as well as difficulty in fulfilling any of its obligations due to insolvency or financial difficulties shall in no case be considered force majeure.
4- Payment
A deposit of 50% of the cost of the services, payable by cheque or bank transfer is required to confirm the reservation of a date and services. The balance is payable by cheque or bank transfer, payable to SPINIKO Inc., and must be received in full within thirty (30) days of the event. Any unpaid amount or amount due to SPINIKO incurs interest at an annual rate of 24%, compounded monthly.
5- Liability and Compensation
a) Liability. SPINIKO will in no way be responsible for the event’s attendance or marketing efforts during the event, nor for its profitability or success. SPINIKO shall not be liable, except for in the case of gross or intentional fault, for any material damage of any kind whatsoever, direct, indirect or special, to the Client or any third party claimed against the Client, including damages from loss of profits, earnings or income, regardless of their origin. It is agreed that the Client assumes full responsibility for the use of the Equipment and makes it available to its users, Clients or participants at its own risk and hereby agrees to have received satisfactory instructions from SPINIKO as to the proper functioning of the Equipment.
b) Compensation. The Client shall indemnify, defend and release from all responsibility SPINIKO, including all its respective directors, officers, employees and agents (hereinafter collectively referred to as SPINIKO), from and against any and all claims, demands, prosecutions, actions or proceedings brought against SPINIKO by any third party, including fines, rulings, settlements, penalties, obligations, damages (including those resulting from bodily harm), losses, costs and expenses (including reasonable legal fees and costs) incurred by SPINIKO in connection with such claims, prosecutions, proceedings or actions, insofar as the latter are attributable to: (i) the use of the Equipment or the performance of the Services in connection with the Event; (ii) a breach by the Client of any provision of this Agreement; (iii) the fault, negligence or wilful misconduct of the Client or its agents; (iv) the actual or alleged breach by the Client of any law or regulation; or (vi) the use or misuse of the Equipment or other property marketed, manufactured or provided by SPIN pursuant to this Agreement. The Client shall also indemnify SPINIKO against any theft, loss, breakage or other damage caused, with the exception of normal wear and tear, to the Equipment or any other property marketed, manufactured or supplied by SPINIKO under this Agreement.
6-Confidentiality and Intellectual Property
a) Confidentiality. The Client and SPINIKO undertake to keep the facts and conditions of this contract confidential unless disclosure is required by law. The Client and SPINIKO undertake to preserve the confidentiality of information relating to the activities, operations, business, trade secrets or technological resources of the other party and not to disclose any confidential information without the prior written consent of the other party. This clause also applies to legal proceedings.
b) The Client undertakes to respect SPINIKO’s intellectual property rights and acknowledges that it has no rights or privileges with respect to them, including industrial and commercial property rights, copyrights, logos, names, trademarks, advertising rights and rights to the protection of personal information. The Client waives any use, directly or indirectly, without SPINIKO’s written consent, of such intellectual property rights, any Equipment, product or service marketed, manufactured, sold or provided by SPINIKO and acknowledges that any breach of this paragraph will cause major damage to SPINIKO, its value and business strategy.
7- Applicable law
The interpretation, performance, validity of the Contract and all questions or disputes arising out of or relating to it shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, and the parties irrevocably agree to submit any dispute relating to such questions to the jurisdiction of the courts of the City and the Judicial District of Montreal.
8- Contract
The Client, by its signature, declares that it has all the authority necessary to finalize the Contract, acknowledges having had time to read and discuss this Contract, and declares itself satisfied with it in that it represents the mutual will of the Parties. The Contract includes a “quote detail” and “rental conditions” section and any Appendices signed by both Parties, if applicable. In the event that other documents are signed by the parties or are intended to govern the Services described in this Contract, this Contract shall be interpreted as representing first and foremost the will of the parties, any incompatibility or inconsistency between the documents to be interpreted as intended to ensure the prioritization of the terms of this Contract. The provisions relating to confidentiality, indemnification and dispute resolution as well as all other provisions which, due to their spirit, must survive the termination or expiration of the Contract, will survive the termination or expiration of the Contract.