Terms and Conditions
Thanks for using our products and services (“Services”). The Services are provided by Korah Limited (sometimes referred to as “we”, “us”, “our” or “Korah”), located at 3980 14th Avenue, Unit 13 & 14, Markham, Ontario, Canada L3R 0B1
1. Cooperation and Information. You shall cooperate with us in the performance of our services. You shall be responsible for the performance of your personnel and agents and for the accuracy and completeness of all data and information provided to us. The delivery of our services is based upon the facts and assumptions provided to us. We will not independently verify this information.
2. Work Spaces and Access. You shall provide work spaces as required in our delivery of the services to you. You shall also provide the appropriate authorized access to our assigned resources to your premises as well as any computer systems that are required to perform work under this engagement.
4. Payment of Invoices. Invoices, if applicable, submitted by us are payable upon receipt. Without limiting our rights and remedies, we may halt or terminate our services entirely if payment is not received within 30 days of the invoice date. Interest will accrue on overdue invoices at the prevailing annual Hong Kong Prime Rate of The Hong Kong and Shanghai Banking Corporation Limited, plus 1%.
5. Taxes. All fees and other charges do not include any taxes or duties whether presently in force or imposed in the future. Any such taxes and duties shall be assumed and paid by you without deduction from the fees and charges hereunder.
6. Confidentiality. You may be provided with access to confidential and proprietary information relating to the business of Korah Limited and with a special intimate knowledge of the affairs of clients and prospective clients of Korah Limited, including without limitation the identity of clients and prospective clients of Korah Limited, persons employed by such clients and prospective clients and the present and future needs and coverage provided and planned for such clients and prospective clients and that said information and such knowledge collectively comprises an important and valuable asset of Korah Limited and shall hereinafter be referred to as the “Confidential Information” and that any removal, disclosure or other unauthorized use of Confidential Information by you would do damage to Korah Limited. You shall not either during the term of the Agreement with Korah Limited or at any time thereafter, directly or indirectly, use or disclose to any person, firm or corporation any Confidential Information which you may have acquired in the course of or as incidental to the Agreement between you and Korah Limited, whether for your own benefit or to the detriment or intended or probable detriment of Korah Limited provided that you shall be released from these obligations in relation to the information which is or becomes readily available in the public domain otherwise than by your default
7. Force Majeure. Neither party shall be liable for delays resulting from circumstances or causes beyond its control, including without limitation, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
8. Term. This engagement may be terminated by either party at any time in writing to the other party. In the event of termination pursuant to this paragraph, you agree to compensate us for our time and expenses incurred to the termination date specified in the notice of termination, as well as for reasonable time and expenses incurred to bring our services to a close in a prompt and orderly manner.
9. Limitation on liability. Korah Limited shall not assume any liability in any form for this engagement. In no event shall Korah Limited be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including without limitation lost profits and opportunity costs). We will not be liable in respect of any decisions made by you as a result of our services. For the purposes of this paragraph, the term Korah Limited includes our related entities and their respective directors, officers, employees and agents. This paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including negligence) or otherwise.
10. Survival. Terms which by their nature survive expiration or termination of this agreement shall survive, including sections 4, 5, and 8.
11. Independent Contractor. It is understood and agreed that each of the parties is an independent contractor and that neither party is, nor shall be considered to be an agent, distributor, partner, fiduciary or representative of the other. Neither party shall act or represent itself, directly or by implication, in any such capacity in respect of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
12. Legal Counsel and Review by Authorities. You should consult with or engage legal counsel for the purpose of obtaining legal advice or opinions on matters on which we provide our advice or services. We will use our professional judgment in resolving questions affecting your affairs relating to services we provide. However, you understand that the result of any such advice is not binding on regulatory authorities or the courts and should never be considered a representation, warranty, or guarantee that the authorities or courts will concur with our advice.
13. Governing Law. This agreement shall be governed by the laws of the Province of Ontario (Canada) applicable therein.
14. Entire Agreement. This agreement constitutes the entire agreement between us concerning this engagement and the services provided hereunder, and supercedes all other oral or written representations, proposals, understandings or agreements relating to the subject matter thereof. This agreement may only be amended in writing by the parties. In the event of conflict or inconsistency between these Terms and Conditions and the Service Agreement (if any), these terms and conditions prevail.
15. Severability. In the event that any provision of this agreement shall be held to be invalid, void or unenforceable, then the remainder of this agreement shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.
16. Assignment. This agreement shall be binding upon both parties and our respective, successors and permitted assigns. Korah Limited is permitted to assign, transfer or delegate any of its rights or obligations to any affiliate or successor in interest to all or substantially all of the assets or business of the relevant Korah Limited practice, without your consent, in which case, such affiliate or successor in interest shall be bound by and entitled to the benefit of the terms of this agreement.
17. Language. The parties have requested that this agreement and all communications and documents relating hereto be expressed in the English language.