TERMS AND CONDITIONS

  1. SERVICE(S)
  • These Terms and Conditions together with the relevant Agreement / Knowledge Pack and any other document, plan or specification referred to in the Agreement / Knowledge Pack constitute the contract between the Parties for the service(s) (“the Contract”).
  • In the event of any conflict between a clause in these Terms and Conditions and a term of the Agreement / Knowledge Pack, the term of the Agreement / Knowledge Pack shall prevail. No variation will be accepted within the Terms & Conditions unless expressly agreed in writing by The Chapel & York Canada Foundation (“The Canada Foundation”).
  1. TERMS OF AGREEMENT / KNOWLEDGE PACK
  • The Canada Foundation shall carry out and complete the terms of service(s)
    • with reasonable skill, care and diligence;
    • to the reasonable satisfaction of the Agent
    • (where applicable) use third-party staff, consultants or freelancers with appropriate skills and qualifications.
  1. PERSONNEL AND CONFIDENTIALITY
  • The Canada Foundation will use its best endeavours to promote the interests of agents and clients and will do nothing to bring the client into disrepute in any manner whatsoever.
  • The Canada Foundation shall make Key Personnel available for the purposes of the carrying out the service(s).
  • The Canada Foundation undertakes to keep secret and not to disclose and to procure that its employees, or sub-contractors keep secret and do not disclose any information of a confidential nature relating to an agent’s business affairs or finances it has obtained by reason of this Contract.
  • Nothing in this clause applies to information that is already in the public domain or the possession of The Canada Foundation other than by reason of breach of this clause. An undertaking to disclose confidential information will only be made to a competent legal authority.
  1. GENERAL
  • The Canada Foundation accept no liability for any failure to comply with these terms and conditions where such failure is due to circumstance beyond our reasonable control.
  • If The Canada Foundation waive any rights available to us under these Terms and Conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
  • The Canada Foundation is not and does not act as a Law Firm. The agent shall seek their own independent legal advice on all matters relating to the Services as they consider appropriate.
  • The Contract constitutes the entire agreement between the Parties relating to the services(s) and replaces all previous negotiations, agreements, understandings and representations whether oral or in writing. However, nothing in the Contract shall limit or exclude any liability for fraud.
  • If any of these Terms and Conditions are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.
  1. KNOWLEDGE
  • All information supplied by The Canada Foundation is provided in good faith and is believed to be up to date and accurate but no warranty to that effect can be given in relation to any matter or issue which is not within the direct knowledge and control of The Canada Foundation.
  • The Canada Foundation will use reasonable endeavours to answer any enquiry raised and provide accurate information on the basis of the knowledge then held by The Canada Foundation.
  1. DATA PROTECTION
  • The Canada Foundation and the Agent shall observe their obligations under the Data Protection Principles and relevant legislation in the discharge of service(s) under this agreement.
  • The Canada Foundation will process any Agent personal data, in accordance with our obligations under applicable data protection laws and regulations, for the following reasons: to provide the Agent with the services requested; to comply with applicable laws and regulations; for administrative purposes; and to provide the Agent with information about The Canada Foundation services, including updates.
  1. CONFLICTS OF INTEREST
  • The Canada Foundation shall disclose to the Agent any actual or potential conflict of interest arising from the service(s) as soon as reasonably practicable after becoming aware of the conflict.
  • If the Parties are unable to resolve the conflict to the reasonable satisfaction of the Agent, the Agent shall be entitled to terminate the Contract with immediate effect. A clear and substantive conflict of interest must be shown for termination.
  1. LIMITATION OF LIABILITY
  • No individual employee or consultant of The Canada Foundation contracts with the Agent personally, or assumes legal responsibility to the Agent personally, for work performed on behalf of The Canada Foundation.
  • All communications with the Agent in the course of The Canada Foundation’s work, whether oral or written and whether signed by an employee or consultant, shall always be treated as having been sent or made on behalf of The Canada Foundation.
  • By engaging The Canada Foundation, the Agent agrees that any claim of any sort shall be brought only against The Canada Foundation and that no claims will be brought personally against any of its employees or consultants who are involved in the Agent’s work.
  • The Canada Foundation maximum liability in contract for contentious matters and in both contract and negligence for non-contentious matters is £1,000,000 (one million pounds). The above Paragraph 8.4 does not apply in respect of: 8.4.1 death or personal injury; 8.4.2 loss or damage arising from fraud or wilful default on our part; or 8.4.3 any other situation in which the limitation of liability is prohibited by law.
  • The Canada Foundation accept no responsibility other than to the Agent. In particular, The Canada Foundation accept no responsibility to the Agent’s bankers, creditors, shareholders or investors, or to other professional advisers.
  • If The Canada Foundation are asked and agree in writing to give an opinion that might be relied on by someone other than by the Agent, The Canada Foundation will write separately to set out the terms on which the opinion is given.
  • If the Agent asks The Canada Foundation to suggest an adviser, or if The Canada Foundation suggest that the Agent consult another adviser, there is no assumption of liability on The Canada Foundation behalf for their performance or actions, whether constituting an act or omission of negligence, breach of contract or otherwise.
  • If The Canada Foundation instruct such advisers on the Agent’s behalf, it is done so as the Agent’s agent and the Agent will be responsible for payment of their charges.
  • The Canada Foundation advice and service can only be given on the basis of the information the Agent provides. It is essential that the Agent provides The Canada Foundation with the information needed to carry out the required work, and that the information is up to date, accurate and complete. The Agent should notify as soon as possible of any changes to information given to The Canada Foundation and of any new information that may be relevant to work being done for the Agent. The Canada Foundation reserve the right to stop acting for the Agent if they do not provide The Canada Foundation with important information.
  1. RIGHTS OF THIRD PARTIES
  • This Contract shall not create any rights which are enforceable by anyone other than the Parties.
  1. INTELLECTUAL PROPERTY
  • Copyright in all artwork, copy and any other work capable of being subject to copyright, produced or created by The Canada Foundation at the specific request of the agent shall vest in the agent.
  • The copyright and other intellectual property rights in all reports, materials, documents and data produced or provided by either party to the other in connection with this letter shall at all times remain the property of the party producing or providing such reports, materials, documents and data.
  • In the event of non-payment of our costs, The Canada Foundation may immediately terminate any licence granted and require the immediate delivery of or destruction of intellectual property.
  1. PAYMENT
  • In consideration of the carrying out of the services(s) by Chapel & York the Agent shall pay the mutually agreed sum(s) stated. The Canada Foundation will make either an inclusive charge or set an hourly rate for work agreed with the Agent in writing.
  • The Agent shall pay The Canada Foundation the amount due on joining the foundation.
  • Membership will renew on the anniversary date.
  1. NOTICES
  • Any notice or other communication given under or pursuant to this Contract must be given in writing and must be delivered in person sent by post or communicated electronically. Communications must be sent to the address for communications given in the invoice.
  • When The Canada Foundation is preparing returns to regulatory authorities for or on behalf of an agent, the Agent will provide information requested by The Canada Foundation within the period of time allowed by The Canada Foundation in order to submit the return by the due date.
  1. REVISION OF TERMS
  • Notice can be given to the Agent regarding Membership Package within the contractual 30-day notice period for subsequent changes to the Terms and Conditions of Business being made. This will be communicated in writing by The Canada Foundation to the Client.
  1. DISPUTES AND MEDIATION
  • Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute between them, arising out of or in connection with this Contract.
  • If the Parties are unable to resolve the dispute, either Party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”).
  • If the Parties are unable to agree on the Mediator within 14 days of the request by one party to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator.
  • The Parties shall seek to agree directions for how the mediation is conducted and, failing agreement, they shall seek directions from the Mediator.
  • If the Parties reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.
  1. TERMINATION
  • Notice can be given by either The Canada Foundation or the Agent to terminate an Agent Agreement within 30 days of the anniversary of the agreement.
  • The Canada Foundation and the Agent upon activating termination as set out in clause 15.1 of the contract will still be liable to fulfil their contractual requirements until the end date of the contract. The Canada Foundation may terminate services at any stage if 15.2.1 The Canada Foundation consider it inappropriate to continue acting; 15.2.2 The Agent fails to pay bills or sums promptly; 15.2.3 The Canada Foundation cannot obtain clear instructions from the Agent.
  • If The Canada Foundation terminate the Agent Agreement outside of the 30-day window as set out in clause 15.1 but within clause 15.2, the Agent will be liable to pay the full sums up to termination.
  • If The Canada Foundation terminate as per 15.2 the Agent will not be entitled to a refund of their membership.
  • Should the Agent have any ongoing costs that will keep running outside of the termination of contract, the Agent will be liable to take on and reimburse these costs.
  1. LAW AND GOVERNANCE
  • Unless the Agreement / Knowledge Pack specifies otherwise this Contract shall be governed by and constructed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.