1. Term of Agreement
The Services provided under this Agreement shall commence on the date stated in this Agreement. This Agreement will be valid for an initial period of twelve (12) months and renewed on annual basis unless terminated by either Party in writing for any reason(s) whatsoever with fourteen (14) business days’ notice of such cancellation to be provided to the other.
2. Fees
Initial fee rates for services are set out in Schedule A to this Agreement. Fee rates may be changed by Drake with provision of written notice unless previously agreed for a defined period. On February 1 of each calendar year, the fee rate will increase automatically by the greater of 2% or the annual rate of inflation for the latest calendar year as measured by the Bank of Canada’s Consumer Price Index.
Client agrees to credit checks being performed and acknowledges that approval of credit is also dependent on the result of credit checks.
Invoices are due and payable upon receipt. Client will be considered to have received the invoice four (4) days after the date on the invoice. Client will pay invoices without any deduction or offset within Thirty (30) days of receipt and will identify the invoices that relate to the payment. Any payment made by credit card will be subject to a 2% additional charge.
Client will notify Drake of any disputed invoice within fourteen (14) days from receipt of the invoice. If an invoice is not disputed within these fourteen (14) days, Client will be deemed to have accepted the invoice.
A late payment charge of 1.5% per month (19.56% per year) can be applied on accounts not paid within fourteen (30) days of receipt of the invoice. A service charge of $150 will be charged for all NSF cheques/electronic transfers. Client is liable for any collection charges Drake incurs on overdue Client payments.
Drake reserves the right to deactivate Client’s account if there is no activity for a period of twelve (12) months. If an account is deactivated, any unredeemed credit balances are immediately forfeited and deemed to be compensation to Drake for account maintenance charges over the previous twelve (12) months.
3. Confidential Information
“Confidential Information” means all non-public, confidential, or proprietary information disclosed before, on, or after the Effective Date, by Drake to Client or its affiliates, or to any of such Client’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including, without limitation:
- Information concerning Drake’s and its affiliates’, and its/their customers’, suppliers’, and other third parties’ past, present, and future business affairs including, without limitation, finances, candidate and employee personal information, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies;
- Third-party confidential information (including, without limitation, any Personal Information as defined in the Data Privacy section) included with, or incorporated in, any information provided by Drake to Client or its Representatives;
- Other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the Parties’ businesses; and
- Notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the “Notes”) prepared by or for Client or its Representatives that contain, are based on, or otherwise reflect or are derived, in whole or in part, from any of the foregoing.
Client shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as Client would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care to protect and safeguard the confidentiality of all such Confidential Information; and
- Not use Drake’s Confidential Information, or permit it to be accessed or used, for any purpose other than as required for performance pursuant to this Agreement, or otherwise use in any manner to Drake’s detriment; not disclose any such Confidential Information to any person or entity, except to Client’s Representatives who need to know the Confidential Information to assist Client, or act on its behalf, in relation to performance under this Agreement and who are informed in writing by Client of the confidential nature of the Confidential Information; and are subject to confidentiality duties or obligations to Client that are no less restrictive than the terms and conditions of this Agreement;
- Comply with all applicable on-site access, remote access, and related security rules to protect Confidential Information; promptly notify Drake of any unauthorized disclosure of Confidential Information or other breaches of this Agreement by Client or its Representatives of which Client has knowledge; fully cooperate with Drake in any effort undertaken by Drake to enforce its rights related to any such unauthorized disclosure; and be responsible for any breach of this Agreement caused by any of its Representatives.
4. Data Privacy
Client shall comply with the privacy policies and procedures developed by Drake to protect the personal information of Flexible Associate and other employees pursuant to the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and the Ontario Freedom of Information and Protection of Privacy Act (“FIPPA”) to the extent compatible with any other applicable privacy laws, and to otherwise comply with data privacy laws in all respects.
Client shall have communicated and ensure the understanding of its own staff that “personal information” is any information specifically identifiable to that person, other than his/her name, business title, job description, business address, business email address, business telephone number or business fax number, or as determined by legislation or applicable privacy laws.
That unless authorized by Drake in writing and both before and after expiration or termination of this Agreement, Client will not use, disclose or aid or abet others to use or disclose, any personal information specifically identifiable to that person as pertains to the subject matter of this Agreement.
Client agrees to abide by the current version of the Personal Information Processing Agreement (“PIPA”) as provided in the following link: PIPA
5. Limitation of Liability
Drake’s liability, if any, to the client for damages arising out of, or in connection with, this agreement and the provision of services contracted for in this letter (and whether in an action based on contract or tort, including negligence or fundamental breach), shall not exceed the amount paid hereunder to Drake. Drake shall not be liable to the client for indirect, special, incidental or consequential damages, or damages for loss of profits arising directly or indirectly from any breach of this agreement, fundamental or otherwise, or from any acts or omissions of employees of either party.
The provisions of this Agreement allocate the risks under this agreement between Drake and Client. Drake’s pricing and willingness to supply services contracted for reflect this allocation of risk and the limitation of liability specified herein.
6. General Provisions
Should any provision be held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and shall stand as if the unenforceable provision did not exist. No part of this Agreement may be amended, modified, supplemented, or waived in any manner (including course of dealing) except as mutually agreed upon in writing by the parties. Notwithstanding any wording to the contrary therein, no terms or conditions stated in any Client documentation shall be incorporated into or form any part of this Agreement.
7. Notices
Any notices, consents or other communications required or permitted under this Agreement must be in writing and sent to notifications@na.drakeintl.com.
8. Governing Law
This Agreement shall be interpreted in accordance with and governed by the Province of Ontario and laws of Canada applicable therein. Any proceedings relating to the subject matter of the Purchase Order shall be brought in the courts of the Province of Ontario.
9. Entire Agreement
This Agreement (including Schedules A and B, and PIPA) constitutes the entire agreement between Drake and Client.
10. Choice of Language
Both parties have agreed that this Agreement and all related documents be written in English. Les parties aux présentes conviennent que ce contrat et tous les documents qui s’y rattachent soient rédigés en anglais.
11. Alberta Fee Prohibition Statement
Section 12 of Alberta’s Employment Agency Business Licensing Regulation prohibits an employment agency business operator shall directly or indirectly demand or collect fee, reward or other compensation (a) from an individual who is seeking employment or from another person on that individual’s behalf, (b) from an individual who is seeking information respecting employers seeking employees or from another person on that individual’s behalf, (c) from an individual for securing or attempting to secure employment for the individual or providing the individual with information respecting any employer seeking employees or from another person on that individual’s behalf, or (d) from an individual for evaluating or testing the individual, or for arranging for the individual to be evaluated or tested, for skills or knowledge required for employment, where the individual or the employment is in Alverta, or from another person on that individual’s behalf
Drake complies with this Fee Prohibition in all Provinces irrespective of mandatory requirements.