By proceeding to place a service order with Virtual Appliance Repair (“us” or “we“) through www.virtualappliancerepair.ca (“our Website“), you agree to be bound by the terms of this agreement (the “Terms“). If you do not agree to be bound by the Terms, and do not proceed with your order.
You retain us to perform one or more of the following services (collectively the “Services“): diagnostic of the appliance malfunction; guidance or advice as to how to perform the repair yourselves. Upon receipt of your order and payment, you will be entitled to a 1-hour consultation (for both diagnostic and repair) over telephone or video. The 1-hour consultation time can be used up in one call or up to five (5) calls over a period of five (5) hours during one day.
- Fees and Expenses.
(i) Before performing the Services, we will advise you of the cost to perform diagnostic and/or provide advice on how to perform the repair yourselves.
(ii) As full consideration for the provision of the Services, you shall pay us fees as quoted by us in accordance with our Rate Sheet. Our fees are payable upon issuance of the invoice.
(iii) Fees are exclusive of taxes, levies, duties, governmental charges and expenses.
(iv) Any amounts due to us and not paid by you when due shall be subject to interest charges, from the date due until paid, at the rate of 1.5% per month, payable monthly. If any amounts from you become past due for any reason, we may at our option and without further notice withhold further Services until all amounts owed have been paid in full, and such withholding of Services shall not be considered a breach or default of any of our obligations under this Agreement.
(a) Warranty. The Services to be performed under this Agreement are in the nature of advice and as to diagnosing a malfunction and guidance as to how to perform the repair yourselves. We warrant only that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices.
(b) Limitation of Warranty. The warranty set forth in this section is exclusive and is in lieu of all other warranties, express, implied, statutory or otherwise with respect to the Services, work product or deliverables provided under this Agreement, or as to the results which may be obtained therefrom. YOU AGREE AND UNDERSTAND THAT THE ADVICE AND/OR GUIDANCE THAT WE PROVIDE ARE BASED SOLELY ON THE INFORMATION YOU GIVE TO US. WE ARE NOT ON SITE AND CANNOT INSPECT THE APPLIANCE AND/OR SURROUNDING AREA. THUS, WE RELY ON YOU, THE CUSTOMER, TO PROVIDE TO US FULL, COMPLETE AND ACCURATE INFORMATION. We disclaim any and all implied warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, or against infringement. FURTHER, WE DISCLAIM ANY WARRANTY RELATED TO THE SPARE PARTS OR THE APPLIANCE. WE DO NOT WARRANT THAT THE APPLIANCE WILL FUNCTION AS BEFORE, OR THAT IT WILL FUNCTION AT ALL.
- Limitation of Liability; Actions
(a) Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE UNDER THIS AGREEMENT TO YOU FOR ANY DAMAGES TO PROPERTY AND INJURIES TO PERSON, INCLUDING DEATH, AS WELL AS INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. OUR ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT FOR THE PARTICULAR ORDER. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
(b) Actions. No action shall be brought for any claim relating to or arising out of this Agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.
- Term. This Agreement will commence as of the date when we accepted your order and will terminate on the earlier of: three (3) months, or upon completion of the Services, unless earlier terminated in accordance with the provisions of this Agreement.
- Termination. We shall have the right to terminate this Agreement at any time with or without cause by giving ten (10) days prior written notice to you. If you terminate this Agreement after we have accepted your order, you shall pay us for the Services provided to the date of termination.
- Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Alberta and any court of competent jurisdiction in Alberta shall have jurisdiction to adjudicate any matter arising out of this Agreement. You hereby submit to the exclusive jurisdiction and venue of any such court.
- Collection Expenses. If we incur any costs, expenses, or fees, including reasonable legal fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, you agree to reimburse us for all such costs, expenses and fees.
- Entire Agreement; Modification; Waiver. This Agreement is the entire agreement between you and us with respect to the Services and supersedes any prior communications between you and us, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless it is in writing. No waiver of any term or right in this Agreement shall be effective unless it is in writing.
In witness whereof, the Parties hereto have executed this Services Agreement on the date set forth below.
Exhibit A Personnel Rate Sheet
|Drafting Note to Exhibit A:
Customer will compensate Service Provider for all fees actually incurred in accordance with this Agreement. In this Exhibit “A”, provide the fixed hourly rates of Service Provider’s personnel who will perform the Services. This rate sheet will include names of personnel, their roles and responsibilities, rates, title, location and any other information relevant to the SOW. Service Provider may increase the hourly rate charges for the Services by providing the Client with written notice of such increases. Rates are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Service Provider’s income taxes), which amounts will be billed to and paid by Customer.