INDEPENDENT SERVICE PROVIDER USER AGREEMENT TERMS AND CONDITIONS
The following Independent Service Provider User Agreement describes the terms and conditions on which Moovler Inc. offers you access to the Moovler Inc. platform.
By creating a Moovler account and using the Moovler platform, you expressly acknowledge and agree that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE MOOVLER PLATFORM OR THE WORK OR SERVICES.
INDEPENDENT SERVICE PROVIDER USER AGREEMENT TERMS AND CONDITIONS
- Moovler is a comprehensive dispatching company that provides a technological platform that connects independent contractors and Customers in Canada and wants to engage licensed drivers who will provide professional moving services utilizing Moovler’s platform;
- You have agreed that you have the experience, skills and physical capabilities required to carry out the services required in the Work Contract;
- The Parties wish to enter into the relationship provided for in this Agreement, for their mutual benefit;
NOW THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Parties agree each with the other as follows.
- In this Agreement and the recitals, the following terms shall have the following meanings:
- “Agreement” means the Agreement between Moovler and the Contractor.
- “Control” means, in reference to a Person, the direct or indirect ability to control (by voting shares, partnership interests or other securities, or otherwise) the election or appointment of a majority of the directors or other individuals who manage or are responsible for governance of the applicable Person’s business and affairs.
- “Contractor” or “You” means the Moovler account holder to which the Agreement and these terms and conditions apply.
- “Customer” means a Person which has entered into a Work Contract with Moovler.
- “Effective Date” means the date on which this Agreement comes into effect, being the date on which You create a Moovler Account.
- “Excluded Amount” means, as applicable to a Work Contract, i. federal goods and services tax, provincial sales tax and all other taxes, charges and amounts, of any nature whatsoever, paid to Moovler by a Customer under requirement of any federal, provincial or municipal statute, regulation, bylaw or other requirement; and ii. any other amounts that may be deducted or excluded by the terms of this Agreement or is otherwise agreed to in writing between the Parties.
- “Law” or “Laws” includes all common law, principles of equity and all federal or provincial statutes or municipal bylaws, including all regulations, orders, directives, permits or licenses in respect thereof (including those of legislative or administrative authorities), which apply to or otherwise affect Moovler, the Contractor, including, but not limited to, all applicable environmental, transportation, workers’ compensation and occupational health and safety laws.
- “Moovler” means Moovler Inc.
- “Perform” includes provide and supply, as applicable in the context.
- “Person” includes any individual, corporation or company (whether of limited or unlimited liability), trust, government or governmental authority or agency, limited or general partnership, joint venture and other legal entity or association of legal entities.
- “Service Fee” has the meaning given in paragraph 2 hereof.
- “Term” means the period of time beginning on the Effective Date and ending when this Agreement expires or otherwise terminates, as provided in this Agreement.
- “Work and Services” includes general moving and delivery services.
- “Work Contract” means a contract, entered into during the Term between Moovler and applicable Customer, for the Contractor’s performance of Work and Services.
Grammatical derivations of defined terms have corresponding meanings. The words “include” and “in particular”, and their grammatical derivations, are used for illustration or emphasis only and shall not limit the generality of any other words.
Any words not defined in this Agreement have the meaning given to them in the Contract.
- Moovler shall pay You the Service Fee for all Work and Services with respect to a Work Contract with a Customer at the rates of payment as follows:
- 65 percent of gross invoice total, less any Excluded Amounts, if you are working for Moovler as a “Driver”.
- 50 percent of gross invoice total, less any Excluded Amounts, if you are working for Moovler as a “Helper”.
- You agree that the rates may be amended from time to time by Moovler. For greater certainty, You acknowledge and agree that paragraph 2(a) currently sets out the rate of payment only for the 2018/2019 operating year, and that Moovler will provide You an updated and amended paragraph 2(a) setting forth the applicable rates of payment, for each subsequent year of the Term of this Agreement. The Service Fee for each subsequent year of the Term will be determined by Moovler, in accordance with its customary practices and in its sole and absolute discretion.
- All payments will be subject to a general right of set-off in favour of Moovler, as well as any rights of holdback including, without limiting the generality of the foregoing, rights of holdback pursuant to this paragraph 4. Before making any payment to You, Moovler may require You to furnish evidence to the satisfaction of Moovler that You have made all of those payments referred to in paragraph 9 hereof.
- In the event that You have not, in accordance with paragraph 9, produced and provided to Moovler satisfactory evidence that You have made all payments contemplated by paragraph 9, Moovler may deduct, withhold or set-off against any monies due or to become due to You under the Agreement:
- any outstanding wages and employee benefits owing to employees of the Contractor employed to perform work as part of the Work and Services to be conducted hereunder;
- any assessments of the Workers’ Compensation Board (the “WCB”) relating to the Work and Services to be performed hereunder, in the event You obtain WCB coverage;
- the amount of any assessment, claim, demand, security interest or lien made or filed, or that might be made or filed, against Moovler or other assets by any person whomsoever as a result, direct or indirect, of the activities of the Contractor or its employees under this Agreement or otherwise;
- amounts in respect of the Contractor’s assessments under the Workers’ Compensation Act, which amounts may be remitted by Moovler on behalf of the Contractor directly to the Worker’s Compensation Board and will, to the extent of such remittance, be deemed to be a payment under paragraph 3;
- the cost incurred, or to be incurred (as reasonably estimated), by Moovler to perform any of the Contractor’s obligations under this agreement where the Contractor fails to perform such obligations to Moovler’s satisfaction; and
- any amounts then due and owing by the Contractor to Moovler, whether arising under this Agreement or otherwise.
- Where Moovler has, pursuant to paragraph 5, deducted and withheld funds from payments owing to You:
- Moovler may at any time pay the funds into court in satisfaction of any lien in respect of which the funds were deducted;
- within ten (10) days of written notice being provided to the Contractor by Moovler, the Contractor shall pay to the Contractor’s solicitors, in trust, sufficient funds to discharge in full any claim of any third party as identified in paragraph 5 above. Upon the Contractor’s solicitors evidencing, in writing, the receipt and deposit of such funds in trust, the Contractor shall have the right to contest by appropriate legal proceedings the validity of any such third party claim so long as the nonpayment of same will not result in any lien or other encumbrance whatsoever attaching to the operations of Moovler. If at any time during the contestation of the validity of such third party claim either a lien or encumbrance arises (as aforesaid), or it is determined that the third party claim is valid, the Contractor’s solicitors shall forthwith pay the funds held in trust to or to the order of the third party on the condition that the third party provide a release of the claim and/or lien in question. Evidence of such payment, as well as evidence of the release, shall be provided to Moovler forthwith upon Moovler’s request. For the purposes of the foregoing, at the time of delivery of the funds to the Contractor’s solicitor, the Contractor shall ensure that the Contractor’s solicitor is bound by proper trust conditions so as to comply with the foregoing provisions. Further, the written advice of Moovler or Moovler’s solicitor that the third party claim has resulted in a lien or other encumbrance, as aforesaid, shall be deemed sufficient for the purposes of the Contractor’s solicitor making the required payment to the third party as set out above; or
- Moovler may utilize the funds withheld to pay and satisfy the obligations owed by the Contractor, whereupon Moovler shall be discharged of any obligation to pay such withheld amount to the Contractor.
- Where Moovler has not paid the funds held back pursuant to paragraph 5 into court or to the party claiming the same, Moovler shall pay such funds to You forthwith upon You providing Moovler with satisfactory evidence that the claim which entitled Moovler to deduct and withhold the said funds has been satisfied by You.
- You agree that in executing this Agreement, you are exempt from registration and collection of Goods and Services Tax (“GST”) under the Excise Tax Act (Canada).
Contractor Standards and Acknowledgement
- You shall carry on business in relation to all matters affecting the Work and Services with respect to the Work Contract in a lawful, good and workmanlike manner.
- Other than as provided in this Agreement, the Contractor, at its sole cost and expense and if, as and when required, shall supply all and any equipment, materials, personnel and facilities necessary to perform, administer and manage the Work and Services under the Work Contract.
Wages and Expenses
- You will be responsible for and will pay, promptly and as they become due, all amounts in respect of any labour, materials, equipment, supplies, and services used or contracted in the performance of your obligations under this Agreement.
- You shall pay, as and when due, all wages and contract amounts and make all workers’ compensation, employment insurance and income tax deductions relating thereto and pay all assessments in connection therewith, and shall pay every debt, claim or liability owing by You which, if unpaid, could form a lien, charge or liability against Moovler. You shall produce evidence of such payments to Moovler forthwith upon the request of Moovler.
- Moovler will provide two options for You to obtain appropriate coverage as an employer under the Workers’ Compensation Act (Alberta) (the “WCA“):
- In the event You obtain the appropriate coverage as an employer under the WCA, it shall register in the appropriate category. Upon registration as an employer, You shall supply Moovler with your registration number; or
- In the alternative, Moovler will, upon your request, provide the requisite coverage for and on your behalf, under the WCA.
- Notwithstanding anything expressed or implied to the contrary under this paragraph 13, Moovler is hereby expressly authorized to deduct from any payments due under this Agreement to You any amount which may be payable by You to the WCB and may remit such amount to the WCB on your behalf. Any payments made by Moovler hereunder shall operate as a release of Moovler’s obligations to pay such amount to You in accordance with the terms hereof.
Term and Termination
- This Agreement shall be in effect for the period beginning on the Effective Date and ending when this Agreement terminates, as follows:
- either Party may terminate this Agreement effective on not less than 7 days prior notice to the other Party;
(c) either Party may terminate this Agreement effective immediately upon notice to the other Party, if the other Party:
(i) breaches this Agreement and fails to begin remedying the breach within a reasonable period of time (not to exceed 7 days) from its receipt of notice of the breach or thereafter fails in any material respect to remedy the breach within a reasonable period of time (not to exceed 30 days) from its receipt of the notice, provided that, to the extent it is not possible to remedy a breach, the Party in breach may in lieu of remedying provide the other Party with commensurate compensation;
(ii) in any manner (whether voluntarily or involuntarily) becomes a bankrupt or subject to a private or court ordered receivership or similar proceeding; or
- commences any action to receive the benefit of any legislative protection available for bankrupt or insolvent Persons;
(c) if this Agreement has not terminated at an earlier time under any of the above subparagraphs, or been renewed or extended by written agreement between the Parties, it shall terminate on the 5th anniversary of the Effective Date of this Agreement.
The rights of termination in this paragraph are in addition to and not in limitation of any other right, remedy or power that may be available in the circumstances, whether under this Agreement, by law or in equity. The Contractor shall provide Moovler with such information as Moovler may request from time to time to determine the manner in which the Contractor is Controlled.
- When the Term ends:
(a) this paragraph 15, paragraphs 18 to 23 and paragraphs 25 and 53 (both inclusive), and all other parts of this Agreement applicable the construction or enforcement of those paragraphs, shall survive; and
(b) matters accrued but unresolved shall not be affected.
Representation and Warranties
- The Contractor represents and warrant as follows in relation to its status, capacities and related matters:
- that it has all necessary power and capacity to enter into and perform its obligations under this Agreement;
- that it has duly executed and delivered this Agreement, and that it constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, and other similar laws generally affecting enforceability of creditors’ rights and that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
- that it has taken all action and obtained all such approvals as are required to enter into this Agreement and to perform its obligations hereunder;
- that the execution, delivery and performance by it of this Agreement will not violate any provision of its constating documents, any laws or agreements;
- that it is not now insolvent as determined by the application of generally accepted accounting principles to its balance sheet;
- It, and it’s employees, as the case may be, have and will continue to have all licences, permits, personnel and equipment, including any special equipment as identified in the Work Contract or as required by Moovler from time to time pursuant to the Work Contract, necessary or advantageous for its efficient and safe performance of the Work and Services;
- Its equipment is and will remain in good working order and its personnel have and will continue to have such experience and skill as is necessary to completely perform such work.
- You may not assign any right, benefit or entitlement under this Agreement without Moovler’s consent, such consent not to be unreasonably withheld, provided that the assigning Party shall, notwithstanding the assignment, remain liable as a Party to this Agreement.
- The Contractor, for itself and its successors, hereby releases and absolutely discharges Moovler, its directors, officers, servants and agents from any and all responsibility and liability of Moovler, its directors, officers, servants, and agents, or any one or more of them, whether arising in tort, in contract or otherwise in respect of any and all loss, damage, personal injury or death suffered by or happening to the Contractor or its directors, officers, servants, agents, subcontractors or licensees, or any one or more of them, arising out of or attributable to or occurring during the use of any of the Lands or other property of Moovler, or of the exercise by the Contractor, its servants, agents, subcontractor or licensees of its rights and obligations under this Agreement; save and except if such loss or damage occurs as a result of the negligence of Moovler, its employees, or any persons acting under the direct supervision of Moovler.
- In no event will Moovler be liable to the Contractor or any other person or entity for special, incidental, consequential or indirect damages, loss of business profits or any other commercial damages or loss, or exemplary or punitive damages of any kind.
- The Contractor shall:
- be liable to Moovler for all losses, costs, damages and expenses whatsoever which any of Moovler, its directors, officers and/or employees may suffer, sustain, pay or incur (including legal fees on a solicitor and his own client basis) arising from the failure of the Contractor, or its employees, agents or subcontractors, to comply with applicable Law or arising as a result of any acts or omissions (and including, without limitation, tortious acts or omissions) in connection with the performance or non-performance of this Agreement by the Contractor, and such indemnification shall survive termination of this Agreement; and
- indemnify and hold Moovler and its directors, officers and employees harmless from and against any costs and expenses arising from the failure of the Contractor, or its employees, agents or subcontractors, to comply with applicable Law or arising out of or related to any actions, proceedings, claims, damages, losses, costs, liens and expenses whatsoever which may be brought against or suffered, paid or incurred by Moovler (including legal fees on a solicitor and his own client basis), as a result of any acts or omissions (and including, without limitation, tortious acts or omissions) in connection with the performance or non-performance of this Agreement by the Contractor, and such indemnification shall survive termination of this Agreement.
- Without in any way limiting the Contractor’s liability pursuant to paragraph 20, the Contractor shall:
- release Moovler and its directors, officers and employees from any actions, proceedings, claims or demands made against any of Moovler or its directors, officers and/or employees for any losses, costs, damages or expenses which may be suffered, paid or incurred by Moovler or its directors, officers, or employees; or
- reimburse, indemnify and hold harmless Moovler and its directors, officers and employees from and against all actions, proceedings, claims, demands, losses, costs, damages or expenses which may be brought against or suffered, sustained, paid or incurred by any of Moovler or its directors, officers and/or employees as a result of or in connection with Moovler providing or being unable to provide the Contractor with ambulance, first aid or other such services.
This paragraph 21 shall apply to, but shall not be limited to, any damage to, destruction, or loss of, by any cause whatsoever, any of the Contractor’s materials, property or equipment used or intended for use in performing all work hereunder or any of its obligations under this Agreement.
- Moovler shall indemnify and hold the Contractor and its directors, officers and employees harmless from any and all claims, suits, actions, demands, losses and proceedings of whatsoever nature and kind as may be instituted or made against the Contractor or its directors, officers and/or employees arising out of the negligence of Moovler, its agents or employees in connection with the performance of Moovler’s obligations and requirements under this Agreement, and any expenses incurred in connection therewith (including legal fees on a solicitor and his own client basis).
- Without limiting the generality of the foregoing, the Contractor specifically acknowledges and agrees that any penalties, fines or claims arising from the conduct of operations of the Contractor as contemplated herein shall be the sole responsibility of the Contractor and that the Contractor shall fully indemnify Moovler and its directors, officers and employees against any and all penalties, fines or claims which may arise therefrom.
- You expressly consent and agree to accept and receive communications from Moovler, including e-mail, text messages, telephone calls and push notifications to the cellular telephone number provided by You to Moovler. In addition, by consenting to being contacted by Moovler, You acknowledge and agree that You may receive communication generated by automatic operating systems concerning the your user account, use of Moovler’s platform or services, promotions by Moovler or third party partners, and any news concerning Moovler and industry developments.
- During the Term of this Agreement and for two (2) full years following the expiry or termination thereof, except as authorized by Moovler, You covenant and agree that you will not, either during the continuance of this Agreement hereunder or otherwise, disclose to any third party, corporation or firm whatsoever, the private or confidential information of Moovler except for the purposes and benefit of Moovler, and shall not either during the continuance of this Agreement hereunder or at any time thereafter use for its own purpose or for any other purpose other than those of any information it may acquire in relation to the business and affairs of Moovler.
- You further agree that pursuant to this Agreement and for a period of twelve (12) months following termination of this Agreement (the “Restricted Period”), however caused, You will not directly or indirectly, solicit, retain, compensate, induce or in any manner encourage:
- (i)any independent contractor, agent, business partner, affiliate, or employee of Moovler during the Restricted Period, to leave the employ of Moovler or any affiliate of Moovler or otherwise terminate his or her relationship with Moovler or any affiliate of Moovler or to enter into an independent contractor, agency, or business partner relationship with any business that competes with the business of Moovler, or withdraw in any way from any existing relationship with Moovler or any affiliate of Moovler, as the case may be; or
- (ii)any manufacturer, vendor, Customer or affiliate of Moovler to terminate its relationship or reduce its level of business with Moovler or such affiliate of Moovler as the case may be. In addition, during the Restricted Period, You agree that You will not, directly or indirectly, hire any individual who was an employee of or independent contractor to, Moovler or any affiliate of Moovler at any time within twelve (12) months immediately preceding the date of the end of the Restricted Period.
- You further agree that in the event of a breach by You of any of the provisions of paragraphs 25 or 26 or if Moovler is able to demonstrate to a court’s satisfaction that a breach by it of the provisions of paragraphs 25 or 26, as the case may be, is reasonably likely to occur, Moovler, in addition to and not in limitation of any other rights, remedies or damages available it at law or in equity, shall be entitled to an injunction in order to prevent or restrain any breach by the Contractor, or by any and all of its, employees, servants, agents, representatives and any and all persons directly or indirectly acting for, on behalf of, or with it.
- You further agree that the restrictions and covenants contained in paragraphs 25 and 26 shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action by it against Moovler, whether predicated on this Agreement or otherwise, shall not constitute a defence to the enforcement by Moovler of the covenants or restrictions provided in paragraphs 25 or 26, provided however, that if any provisions of such paragraphs shall be held to be illegal, invalid or unenforceable in any jurisdiction, the decision shall not affect any other covenants or provisions of this Agreement or the application of any other covenant or provision in respect of each year during which the covenants are to continue. You also acknowledge that in addition to any and all rights of Moovler, it shall be entitled to injunctive relief in order to protect Moovler’s rights and property as set out in this Agreement.
- If any dispute arises out of or in connection with this Agreement, and the Parties do not resolve the dispute through discussions, the following alternate dispute resolution mechanisms must be undertaken prior to referring the issue to the Court for determination, provided that, notwithstanding anything to the contrary, a Party at any time may commence any legal action and take any other steps or proceedings necessary to preserve its rights, remedies and powers under any limitation of action legislation.
- A Party may provide written notice to the other Party, containing a request to negotiate. This notice shall be given promptly to prevent further damages resulting from delay and shall specify the issues in dispute. The Party upon which such notice is served shall respond forthwith (not later than seven days after receipt of notice) and both Parties shall use all reasonable efforts to resolve the dispute.
- If the Parties do not resolve the issues in dispute within sixty (60) days from the notice set out in paragraph 29, the Parties may (but are not required to) attempt to resolve those issues through mediation.
- If the Parties agree to mediation, the Parties will jointly select an independent and impartial mediator. If they are unable to select a mediator, or either Party otherwise determines not to proceed with mediation, then either Party may give notice that the mediation has ceased.
- All information exchanged during the negotiation and mediation procedures shall be regarded as “without prejudice” communications for the purposes of settlement negotiations and shall be treated as confidential by the Parties and their representatives unless otherwise required by law or where the mediation results in a settlement agreement, and then such settlement agreement may be disclosed by either Party unless the settlement agreement provides to the contrary. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during negotiation or mediation.
- The Parties will use their best efforts to ensure that the representatives selected to participate in the dispute resolution process will have the authority required to resolve the dispute or have a timely and accessible means of obtaining that authority.
- Each Party shall bear its own fees and costs of the mediation. Fees and expenses of the mediator and all administrative costs of the mediation, such as the cost of a meeting room, if any, will be borne equally by the Parties.
- Unless otherwise agreed to by the Parties, the following shall apply to any negotiation or mediation:
- Each Party shall cooperate in good faith with the mediator;
- The procedure to be followed at the mediation conference shall be set by the mediator after consultation with the Parties;
- All settlement agreements reached shall be reduced to writing and signed by the Parties;
- While the mediation is underway, neither Party shall initiate or continue any arbitral or judicial Proceeding in respect of the dispute that is the subject matter of the mediation unless it is necessary for a Party to preserve its rights and then only to the extent required to do so; and
- Subject to paragraph 29, a Party must, prior to commencing any proceeding relating to the subject matter of the mediation, give the other Party notice in writing that the mediation has ceased in regard to the Party’s issues.
Registration, Accounts and User Login Details
- To be eligible for a Moovler account, the Contractor must not be a non-resident of Canada for the purposes of the Income Tax Act (Canada).
- The Contractor must not allow any other person to access or use its Moovler account, or access the Moovler platform for any reason, and it agrees to notify Moovler in writing immediately if it becomes aware of any unauthorized use of its Moovler account.
- You agree that You:
- Will not impersonate another Moovler user account holder;
- Will keep your password and other Moovler account details private and confidential;
- Will be responsible for any activity on the Moovler website arising out of any failure by You to keep its password confidential, and shall be held liable for any losses arising out of such failure; and
- Will not take any action or non-action, as the case may be, that is either unlawful, fraudulent or harmful in any way to Moovler or any Customer or other Moovler account holder.
- You expressly acknowledge and agree that Moovler reserves the right to modify, amend or otherwise revise these terms and conditions from time to time and at any time, and for any reason, in its sole and absolute discretion.
- Before modifying, amending or otherwise revising these terms and conditions, Moovler agrees to provide You with written notice of any revision of the terms and conditions. The revised terms and conditions will take in effect upon the date written notice was provided to You.
- In the event You no longer wish to become bound by the terms and conditions contained in this Agreement herein or, in the alternative, if You have not provided Moovler with your express agreement as to the amended terms and conditions within five (5) business days of receipt of notice from Moovler, You also agree that Moovler reserves the right to cancel your Moovler account without any further notice to You.
- This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
- This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussion, whether oral or written of the Parties; and excepting those referred to in this Agreement, there are no other warranties, representations, conditions, acknowledgments or others agreements, whether direct or collateral, express or implied, that exist or form part of this Agreement.
- No change or amendment of this Agreement shall be valid or effective against a Party unless it is in writing and signed by the duly authorized representative of that Party. A waiver by or on behalf of either Party of a breach of any term of this Agreement shall not be binding upon that Party unless it is in writing and executed by the duly authorized representative of that Party, and such a waiver shall not release the other Party in breach from strict compliance with that or any other term in any other instance.
- The Parties agree that they will execute and deliver such documents and do such other things as may be reasonably required from time to time to give effect to this Agreement.
- Nothing in this Agreement shall constitute either Party or any of its directors, officers, employees, agents or representatives as a partner, joint venture, employee, agent or representative of the other Party. Each Party shall at all times be an independent contractor to the other Party and no other relationship shall be created between the Parties by virtue of this Agreement or any acts of the Parties. Neither Party has, and neither Party shall hold itself out as having, any authority to act on behalf of, bind or incur any liability or obligation on behalf of the other Party.
- This Agreement shall be governed by the laws in force in Alberta, including the laws of Canada having application in Alberta. Subject to the provisions of this Agreement related to mediation and arbitration, the Parties attorn to the jurisdiction of the Courts in Alberta with respect to all claims and proceedings arising of out of or related to this Agreement.
- Notices and other communications required or permitted under this Agreement shall be in writing and shall be given, and effectively received by the addressee Party, using the communication details provided by the Contractor upon creating a Moovler account.
- If any provision of the Agreement is or becomes invalid, illegal or unenforceable, such provision shall be deemed to be severed and all remaining provisions of this Agreement shall continue in full force and, effect and shall remain valid and enforceable.
- In the performance of all obligations under this Agreement, time shall be of the essence.
- A Party shall not be considered in breach of this Agreement if and while it is prevented from observing or performing a provision of this Agreement (other than for payment of money) due to any cause or causes (other than financial inability) beyond its reasonable control. If a Party claims the benefit of this paragraph, it shall promptly notify the other Party thereof, with reasonable details, and thereafter promptly do or cause to be done all commercially reasonable acts and things to remedy or remove such cause or causes, provided that a Party shall have unrestricted discretion in dealing with any strike, lockout or other labour disturbance, or any blockade or similar interference with its performance under this Agreement or in respect of the Contract, as applicable.
- Notwithstanding the date of execution and delivery of this Agreement, it shall be effective between the Parties as of and from the Effective Date.