Terms and Conditions

1.Services Agreement

1.1. Throughout the duration of this Agreement, Taskforce Solutions LTD commits to executing the services outlined in any relevant written Statement of Work (SOW), mutually agreed upon by both Parties (referred to as the “Services”), for the Client in accordance with the general terms and conditions and the SOW. No SOW shall be deemed effective until it has been formally executed and signed by an authorized representative from each Party.

1.2. The Services specified in the SOW may be subject to amendments and additions over time in accordance with Project Change Request Procedures. Any alterations or modifications to the SOW require the written approval of an authorized representative from each Party to become effective. Upon approval, the Parties will append a signed addendum to update the SOW with the agreed-upon changes.

1.3. If applicable, the Client and Taskforce Solutions LTD shall engage in mutual discussions to establish the terms and conditions of any additional service(s) along with corresponding fees and expenses, documenting and executing additional SOWs to govern the provision of such additional services. Taskforce Solutions LTD will refrain from commencing any additional service(s) until a SOW has been properly executed and signed by the Parties.

1.4. In fulfilling its obligations under this Agreement, Taskforce Solutions LTD reserves the right to rely on any routine instructions, authorizations, approvals, or other information provided by the Client, which may be communicated via email. Taskforce Solutions LTD shall not bear any liability or responsibility for any errors, inaccuracies, or incorrectness in such instructions, authorizations, approvals, or other information.

1.5. The Client agrees to cooperate in good faith with Taskforce Solutions LTD to facilitate the effective provision of the Services:

a) The Client shall collaborate with Taskforce Solutions LTD by promptly providing necessary management decisions, information, approvals, and acceptances as requested by Taskforce Solutions LTD to fulfill its obligations under the Agreement.

b) The Client shall grant Taskforce Solutions LTD access to Client software or other Client materials and data as reasonably requested by Taskforce Solutions LTD in connection with the performance of the Services under this Agreement.

c) The Client acknowledges that Taskforce Solutions LTD’s timely delivery of the Services specified in any applicable SOW is reliant on the Client’s prompt provision of (i) necessary assistance and cooperation from Client’s officers, agents, and employees, (ii) job description and schedule, and (iii) complete and accurate information, materials, and data.

d) All materials, software, and data provided by the Client in connection with Taskforce Solutions LTD’s performance of the Service shall remain the sole and exclusive property of the Client.

2. Term

2.1. This Agreement shall initiate on the Effective Date and shall endure for a duration of one (1) year from the Service Start Date (referred to as the “Initial Term”), as specified in the attached SOW, unless otherwise extended or terminated earlier in accordance with the stipulations of this Agreement.

2.2. Upon the culmination of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each termed a “Renewal Term”), unless terminated as per the provisions outlined in Section 13 (Termination) below. The Initial Term and any subsequent Renewal Terms collectively constitute the “Term” of this Agreement.

3.Payment Terms

3.1. As compensation for the provision of Services, Taskforce Solutions LTD shall receive the fees outlined in the relevant SOW and/or PCR, adhering to the terms delineated in this Agreement (referred to as the “Fees”).

3.2. The Client shall remit a one-time Set-Up fee, encompassing costs associated with recruitment, sourcing, and hiring resources, provision of workspace, and procurement of tools and software, as specified in the SOW.

3.3. Any Fees owed to Taskforce Solutions LTD under this Agreement that remain unpaid on the due date shall accrue interest thereafter. The outstanding balance shall incur interest at a rate of 3.5% per month or the maximum rate permitted by law, whichever is higher, along with associated collection costs and expenses.

3.4. Should the Client fail to settle the Fees within thirty (30) calendar days after the invoice due date, Taskforce Solutions LTD reserves the right to suspend all Services to the Client, without incurring any liability, with or without prior notice, until all outstanding fees and accrued interest are fully paid. Additionally, Taskforce Solutions LTD retains the right to terminate this Agreement as non-payment constitutes a material breach of this Agreement.

3.5. In the event of disputes concerning the stated Fees, the Client must provide written notice to Taskforce Solutions LTD within ten (10) calendar days, outlining the details of the dispute. Failure to provide such notice within the stipulated timeframe implies acceptance of the invoice issued by Taskforce Solutions LTD. Save as provided in this Agreement, the Client shall not withhold timely payment of any undisputed amount pending resolution of the disputed sum. The Parties shall establish and agree upon the Issue Escalation and Dispute Resolution process within three (3) months from the Effective Date.

3.6. Upon signing the Agreement, the Client shall remit the Fees upfront as per the terms specified in the SOW. Subsequent billing shall occur within thirty (30) days from the Service Start Date, with subsequent payments due within thirty (30) days of invoice receipt. Payment methods shall include credit card or bank transfer, with the Client required to furnish Taskforce Solutions LTD with relevant account details. The Client acknowledges and consents to Taskforce Solutions LTD automatically debiting the designated Client account(s).

3.7. The Fee rate shall remain constant during the initial twelve (12) months. After the first year from the Effective Date of this Agreement and annually thereafter, the prevailing Fees shall be subject to automatic adjustment by the greater of either (i) five percent (5%) or (ii) the percentage increase in the local Consumer Price Index (CPI). For instance, the percentage increase in the Fees shall correspond to the percentage increase in the CPI for May of the adjustment year over the CPI for May of the preceding year.

4.Taskforce Solutions LTD Subscription Fees

4.1. Services for each Taskforce Solutions LTD agent shall be arranged and invoiced in a block of nine (9) consecutive hours, inclusive of one hour and thirty minutes (1.5 hours) designated as break time, spanning five (5) days within a seven (7) consecutive day period starting on each Monday (referred to as the “Work Week”). Each day encompasses nine (9) consecutive billable hours (termed the “Work Day”). Days falling outside the Work Week are considered Rest Days.

4.2. Upon written request, the Client may solicit Overtime Hours from Taskforce Solutions LTD agents (defined as hours exceeding nine (9) hours in any given work day or any hours worked during Rest Days). The rate for Overtime Hours shall include an additional premium charge equal to one-half (1/2) of the rates specified in the SOW.

4.3. Taskforce Solutions LTD allocates ten (10) days off per year to its agents as Public Holidays. The Client retains the authority to designate whether agents adhere to the US Public Holidays calendar or local Public Holidays calendar for each calendar year. Should the Client require support on a Public Holiday, a minimum notice of two (2) weeks in advance must be provided to Taskforce Solutions LTD. Taskforce Solutions LTD will respond within five (5) calendar days of receipt of the request. During the service period, the Client shall incur an additional charge equivalent to two (2) times the stated SOW rates of such agent.

4.4. The Client is prohibited from decreasing the number of Taskforce Solutions LTD agents until the next Agreement renewal date. However, the Client may augment the number of Taskforce Solutions LTD agents by submitting a written request to Taskforce Solutions LTD, at least thirty (30) calendar days before the additional agents are scheduled to commence Services. Taskforce Solutions LTD will exert reasonable efforts to accommodate the Client’s request within the notice period or even before. Both Parties acknowledge that any increase or reduction shall adhere to Section 1.2 (Project Change Request).

5. Client and Taskforce Solutions LTD Relationship

5.1. There shall exist no employer-employee relationship between the Client and Taskforce Solutions LTD agent. Except as stipulated in the Agreement, Taskforce Solutions LTD shall maintain sole and exclusive control over its employees and independent contractors for the purpose of executing the Services throughout the designated Term. Actions concerning employees may encompass, but are not confined to: a) recruitment, b) hiring, c) transfer, d) performance management, or e) termination of employees or any other employee-related actions.

5.2. Taskforce Solutions LTD shall possess discretion in the selection, engagement, and dismissal of its agent(s) designated to carry out the Services as specified in the applicable SOW. Determination of the salaries or compensation of the agent(s), as well as the manner, frequency, and location of their remuneration, shall fall within the exclusive purview of Taskforce Solutions LTD. Nonetheless, Taskforce Solutions LTD shall promptly address Client’s grievances regarding Taskforce Solutions LTD agent(s) assigned to execute the Services. Only upon substantiated grounds (such as failure to meet required service level agreements, chronic absenteeism, or gross negligence) shall Taskforce Solutions LTD assign another agent to replace the agent subject to Client’s complaints.

6. Adherence to Privacy Regulations

Whenever pertinent, while fulfilling their respective obligations under this Agreement or any SOW, the Parties shall consistently adhere to relevant data privacy laws and all other pertinent regulations and governmental directives concerning data privacy and the safeguarding of personal information. In the event that any data processed under the Agreement comprises personal data, the Client pledges, in its capacity as the data controller, to inform the data subjects about the processing of such personal data by Taskforce Solutions LTD, and where necessary, secure their consent accordingly.

7. Intellectual Property

7.1. Intellectual Property (IP) encompasses all forms of work, including but not limited to, creations of authorship, inventions, designs, drawings, business methodologies, performances, computer programs, confidential information, business names, goodwill, and the style and presentation of services, along with applications for the protection of any of the aforementioned works worldwide.

7.2. Background IP refers to any intellectual property owned or controlled by each Party as of the date of this Agreement or developed outside the scope of this Agreement. Each Party remains the sole and exclusive owner of all rights, titles, and interests in and to its Background IP. Neither Party shall gain any rights to the other Party’s Background IP. Any modifications, developments, improvements, enhancements, inventions, or similar advancements to each Party’s Background IP shall exclusively vest in the Party holding such Background IP.

7.3. Taskforce Solutions LTD shall maintain all rights, titles, and interests in its materials, data, ideas, concepts, know-how, techniques, processes, strategies, technologies, and other intellectual property (referred to as “Taskforce Solutions LTD Property”), including any Taskforce Solutions LTD Property utilized, independently created, or developed by Taskforce Solutions LTD in relation to the provision of Services that are not specific to the Client and are of general utility, even if integrated into the Client deliverables. Upon full payment of the Client’s obligations, Taskforce Solutions LTD shall provide the Client with a limited, royalty-free, non-sublicensable, and non-exclusive license to utilize any Taskforce Solutions LTD materials as part of the deliverables associated with such Client deliverable(s). Similarly, the Client shall maintain all rights, titles, and interests in its materials, data, information, software, technology, and other intellectual property (referred to as “Client Property”). Subject to the performance of Services under this Agreement and any SOW and/or PCR, the Client shall grant Taskforce Solutions LTD a limited, royalty-free, non-sublicensable, and non-exclusive license to utilize Client materials, software, and applications.

8. Indemnification

8.1. Each Party agrees to indemnify, defend, and hold harmless the other Party against all liabilities, losses, damages, claims, and expenses, including reasonable attorney’s fees and expenses, arising from:

a) Death of or injury to any agent, employee, personnel, or other individual to the extent caused by the gross negligence or willful acts or omissions of the indemnitor, or its respective agent, personnel, employee, or contractor.

b) Any employment-related claim by an agent, personnel, employee, or contractor of Taskforce Solutions LTD against the Client arising from or based on their employer-employee relationship, including but not limited to claims for benefits, unpaid wages, worker’s compensation, or wrongful termination.

c) The gross negligence or willful misconduct of the Indemnifying Party.

d) Any claims, damages, or expenses resulting from the Indemnifying Party’s disregard of or failure to adhere to applicable laws or regulations governing or specific to the operation of its business, excluding those incurred by the Client as a result of Taskforce Solutions LTD’s compliance with Client’s explicit and express instructions as outlined in Section 1.4 (Reliance on Instructions) of this Agreement.

8.2. If any deliverables provided by Taskforce Solutions LTD to the Client become the subject of a claim under this Section, or in Taskforce Solutions LTDe’s opinion are likely to become the subject of such a claim of any third party’s intellectual property rights, then Taskforce Solutions LTD may, at its sole discretion:

a) Modify the deliverable to make it non-infringing or remedy any claimed misuse of another’s trade secret while maintaining equivalent utility to the Client.

b) Procure for the Client the right to continue using the Client deliverable.

c) Replace the Client deliverable with a substantially equivalent deliverable that is non-infringing.

d) Provide the Client with a refund of the fees paid for the deliverable.

Taskforce Solutions LTD shall not incur any liability concerning any infringement claim if the use of the deliverable is based on the Client’s explicit instructions or specifications in the performance of Services, in addition to the provisions stated in Section 8.3. The Parties acknowledge and agree that the entire liabilities and remedies outlined in this Section shall constitute the sole and exclusive remedy for infringement claims and actions.

8.3. Taskforce Solutions LTD shall not incur any liability concerning any Infringement Claim above:

a) To the extent that any claim of infringement is based upon the use of the deliverable not in accordance with the Agreement or for purposes not intended by Taskforce Solutions LTD.

b) Use of the deliverable in connection or combination with equipment, devices, or software not supplied by Taskforce Solutions LTD.

c) Maintenance, modifications, updates, enhancements, and improvements to the deliverable made by any Party other than Taskforce Solutions LTD.

d) Use of the deliverable based on the Client’s explicit instructions or specifications in the performance of Services.

3.Force Majeure

9.1. Except concerning payment obligations under this Agreement, no Party shall be held liable for, nor deemed to be in breach of this Agreement due to, any failure to fulfill its obligations under this Agreement resulting from a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm, or other similar event, disruption or outage of communications, power, or other utility, labor issue, unavailability of supplies, or any other cause, whether akin or dissimilar to any of the aforementioned (each, a “Force Majeure Event”).

9.2. Within 72 hours of the occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party of the incident by sending an email message. Taskforce Solutions LTD shall undertake reasonable measures to minimize service interruptions and mitigate their impacts but shall bear no liability in relation thereto.

9.3. If such Force Majeure persists for more than six (6) months, and Taskforce Solutions LTD is unable to provide Services to the Client, either Party may elect to terminate the Agreement and all relevant SOWs upon providing at least thirty (30) calendar days’ written notice.

10.Confidential Information

Each party (referred to as the “Receiving Party”) acknowledges that the other party (referred to as the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information pertaining to the Disclosing Party’s business (hereinafter referred to as the “Proprietary Information” of the Disclosing Party).

The Proprietary Information of Taskforce Solutions LTD encompasses non-public details concerning the features, functionality, and performance of the Service. The Proprietary Information of the Client includes non-public data furnished by the Client to Taskforce Solutions LTD to facilitate the provision of the Services (referred to as “Customer Data”). The Receiving Party agrees: (i) to exercise reasonable precautions to safeguard such Proprietary Information, and (ii) not to utilize (except in the performance of the Services or as otherwise authorized herein) or disclose to any third party.

The Client shall possess all rights, titles, and interests in and to the data provided by the Client, as well as any data based on or derived from the Client Data and supplied to the Client as part of the Services.

Taskforce Solutions LTD shall own and retain all rights, titles, and interests in and to the Services and Software, including all enhancements, improvements, or modifications thereto; any software, applications, inventions, or other technology developed in connection with Implementation Services or support; all intellectual property rights related to any of the foregoing; or anything that was independently developed without the use of any Proprietary Information of the Disclosing Party, or is mandated to be disclosed by law.

11.Limitation of Liability

Notwithstanding any contrary provision, except for bodily injury of a person, Taskforce Solutions LTD and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, and employees shall not be liable or responsible for any contract, negligence, strict liability, or other theory:

(A) For error or interruption of use, or for loss, inaccuracy, or corruption of data, or cost of procurement of substitute goods, services, or technology, or loss of business.

(B) For any indirect, exemplary, incidental, special, or consequential damages.

(D) For any amounts that, when combined with amounts associated with all other claims, exceed the fees paid by the Client to Taskforce Solutions LTD for the Services under this Agreement in the 12 months preceding the act giving rise to the liability. This applies whether or not Taskforce Solutions LTD has been informed of the potential for such damages.

12.Warranties and Disclaimers

12.1. Each Party affirms and warrants that it possesses the authority to enter into this Agreement and any applicable SOW through its duly authorized representatives, without breaching the terms of any other agreement.

12.2. Taskforce Solutions LTD shall promptly notify the Client in writing via email as soon as it becomes aware of any unscheduled emergencies, sick days, or other unforeseen events (as specified in Section 9 Force Majeure) that are beyond Taskforce Solutions LTD’s reasonable control. Taskforce Solutions LTD does not provide any warranty that the Services in such instances shall be available, uninterrupted, or error-free. The Client acknowledges and agrees that in such instances, any previously agreed-upon service level arrangement shall not apply.

12.3. Except as explicitly outlined in this Section 12.3, the Services and Setup Services are provided on an “AS IS” basis, and Taskforce Solutions LTD disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13.Termination

13.1. Either Party reserves the right to terminate this Agreement for cause:

(i) Upon providing sixty (60) calendar days’ written notice to the other party of a material breach, if such breach remains uncured at the expiration of such period.

(ii) If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. In any event of termination, the Client remains obligated to pay any fees due to Taskforce Solutions LTD for Services performed up to the termination date.

13.2. Effects of Termination

a) Upon termination, each Party must, within sixty (60) calendar days, return to the other Party any property of the other Party in its possession or under its control, including all Confidential Information, as per this Agreement. Taskforce Solutions LTD shall facilitate electronic retrieval of any Client data within the same period. After this period, Taskforce Solutions LTD may, but is not obligated to, delete stored Client data.

b) Payment of Fees: All accrued Fees for Services performed prior to the termination date shall become due and payable to Taskforce Solutions LTD within sixty (60) calendar days of the termination date, in addition to the provisions outlined in Section 13.1.

c) Survival of Provisions: All sections of this Agreement which, by their nature, should survive termination shall remain in effect following termination. This includes, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

14.Miscellaneous Provisions

14.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other Party. Such written consent shall not be unreasonably withheld or denied. In accordance with this Section 14.2, the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

14.3. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or any other form of association between the Parties, and the Parties shall at all times be and remain independent contractors. Neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever. Neither Party shall have any obligation or duty to the other Party except as expressly and specifically set forth in this Agreement, and no such obligation or duty shall be implied by or inferred from this Agreement or the conduct of the Parties hereunder.

14.4. Client acknowledges and agrees that Taskforce Solutions LTD incurs a substantial expense, in time, effort, and money, in hiring, training, and developing its resources it uses to provide Services under this Agreement. Therefore, Client agrees that it shall not recruit, solicit, employ, or hire, or attempt to recruit, solicit, employ, or hire, directly or indirectly employees, agents, contractors of Taskforce Solutions LTD within the Term of the Agreement and within twelve (12) months from separation from Taskforce Solutions LTD without the express approval of Taskforce Solutions LTD . If Client is interested in hiring one or more employees of Taskforce Solutions LTD , such interest will be discussed first with Taskforce Solutions LTD prior to discussing such an offer with an employee. In the event of a breach of this Section (e.g., assigned personnel is employed by the Client as part of its workforce without prior discussion and express approval of Taskforce Solutions LTD), in addition to other remedies Taskforce Solutions LTD may have at law or in equity, Taskforce Solutions LTD shall be entitled to a payment from the Client of an amount equal to six (6) months subscription fees.

14.5. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any amendment to this Agreement, applicable SOW, or PCR shall be agreed in writing and shall be duly signed by the Parties hereto and shall make reference to this Agreement.

14.6. No extension of time for the performance of any obligations or acts shall be deemed an extension of the time for the performance of any other obligations or acts, except as otherwise expressly provided for in this Agreement.

14.7. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

14.8. The Parties acknowledge and agree that each has participated jointly in the negotiation of this Agreement, had the opportunity to seek the advice of legal counsel to review, comment upon, and draft this Agreement. As a result, the Parties agree that the presumption of any laws or rules relating to the interpretation of contracts against the drafter thereof should not apply, and hereby waive any such presumption.

14.9. This Agreement shall be governed by the laws of Canada, specifically the laws of the Province of Ontario, without regard to its conflict of law provisions..

14.10. The headings used in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not control or affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

14.11. During the performance of this Agreement, Parties agree to comply with all federal, state, and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR §§60-1.4, 60-300.5, 60-741.5, and 61-300.10 and to comply with 29 CFR Part 471, Appendix A to Subpart A. The foregoing requirements and regulations are hereby incorporated by reference.

14.12. In the event of a conflict between GTC and SOW, provisions indicated in SOW shall prevail.