Terms of Conditions
JOHNSON CONTROLS CANADA LP (“JCCLP”)
August 8, 2023

1. AGREEMENT AND LIMITATIONS. Purchaser accepts these Terms and Conditions by signing and returning JCCLP’s Proposal, by sending a purchase order in response to the Proposal, or Purchaser’s instructions to JCCLP to begin work, including shipment of products and/or equipment or performance of services, whether such instructions are oral or written, including a letter of intent or notice to proceed. Upon Purchaser's acceptance of Goods, these Terms and Conditions, JCCLP's Proposal and the related terms and conditions referred to in the Proposal shall constitute the entire agreement relating to any products and/or equipment (collectively, the “Goods”) and services (“Services”) covered by the Proposal (the “Agreement”). No terms, conditions or warranties other than these Terms and Conditions or identified in the Proposal and no agreement or understanding, oral or written, in any way purporting to modify such terms and conditions shall be binding on JCCLP. Purchaser agrees that, notwithstanding any language to the contrary or any written or oral acknowledgement by JCCLP, (i) any purchase order issued by the Purchaser in relation to this Agreement is intended only to establish payment authority for the Purchaser's internal accounting purposes, (ii) no purchase order, shipping release form, or other instrument shall be considered a counteroffer, amendment, modification, or other revision to this Agreement, and (iii) no term or condition included in the Purchaser's purchase order or similar instrument will have any force or effect. Neither JCCLP's subsequent lack of objection to any such terms, nor the delivery of the Goods or Services, shall constitute an agreement by JCCLP to any such terms.

2. SCOPE OF WORK. The Proposal is based upon the use of straight time labour only. Plastering, patching, and painting are excluded. Disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to Legionella, are excluded unless otherwise specifically stated in this agreement. In-line duct and piping devices, including, but not limited to valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by JCCLP, shall be distributed and installed by others under JCCLP's supervision but at no additional cost to JCCLP. Purchaser agrees to provide JCCLP with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. JCCLP agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back-charge JCCLP for any costs or expenses without JCCLP's written consent. Unless specifically noted in the statement of the scope of work or services undertaken by JCCLP under this Agreement, JCCLP's obligations under this Agreement expressly exclude any language or provision elsewhere contained that may authorize or empower the Purchaser to change, modify, or alter the scope of work or services to be performed by JCCLP and shall not operate to compel JCCLP to perform any work relating to Hazards or Biohazards, such as but not limited to Legionella, without JCCLP's express written consent.

3. INVOICE AND PAYMENTS. JCCLP may invoice Purchaser monthly for all materials delivered to the job site or to an off-site storage facility and for all work performed on-site and off-site.  Purchaser shall, at JCCLP’s request, pay JCCLP at the time purchaser signs this Agreement an advance payment equal to [10%] of the contract price, which advance payment shall be credited against the final payment (but not any progress payment) due hereunder. Such payment is a condition precedent to JCCLP’s obligation to perform any work under this Agreement. Unless otherwise agreed to by the parties, payment is due to JCCLP upon Purchaser’s receipt of the invoice. Invoices shall be paid by Purchaser via electronic delivery via EFT/ACH. Invoicing disputes must be identified by Purchaser in writing within 21 days of the date of the invoice. Payment of any disputed amounts are due and payable upon resolution of such dispute. Purchaser acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and failure to make payment in full when due is a material breach of this Agreement. Purchaser further acknowledges that if there is any amount outstanding on an invoice, it is material to JCCLP and will give JCCLP, without prejudice to any other right or remedy, the right to, without notice: (i) Suspend, discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and /or suspend Purchaser’s obligation under or terminate this Agreement; and (ii) charge Purchaser interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payments is made in full. JCCLP’s election to continue providing future services does not, in any way diminish JCCLP’s right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. JCCLP shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non-payment. In the event that there are exigent circumstances requiring services or the JCCLP otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Purchaser disputes any late payment notice or JCCLP’s efforts to collect payment. Purchaser shall immediately notify JCCLP in writing and explain the basis of the dispute. Purchaser will pay all of JCCLP’s reasonable collection costs (including legal fees and expenses). In the event of Purchaser’s default, the balance of any outstanding amounts will be immediately due and payable. Lien waivers will be furnished upon request, as the work progresses, to the extent payments are received.  Purchaser shall provide financial information requested by JCCLP to verify Purchaser’s ability to pay for goods or services. If Purchaser fails to provide financial information or if JCCLP, in its sole discretion determines that reasonable grounds exist to question Purchaser’s ability or willingness to make payments when due (e.g., not making payments when due, late payments, or a reduction in Purchaser's credit score), JCCLP may defer shipments, change payment terms, require cash in advance and/or require other security, without liability and without waiving any other remedies JCCLP may have against Purchaser. JCCLP shall provide Purchaser with advance written notice of changes to payment terms.

4. TAXES.  All stated prices are exclusive of and Purchaser agrees to pay any taxes, fees, duties, tariffs, and levies or other similar charges imposed and/or enacted by a government, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement.

5. MATERIALS. If the Goods included in the Proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JCCLP, then in the case of such temporary unavailability, the time for performance of the Services shall be extended to the extent thereof, and in the case of permanent unavailability, JCCLP shall (a) be excused from furnishing said Goods, and (b) be reimbursed for the difference between the cost of the Goods permanently unavailable and the cost of a reasonably available substitute therefore.

6. LIMITED WARRANTY. Purchaser understands JCCLP is a provider of services under this Agreement and shall not be considered a merchant or a vendor of goods. JCCLP warrants its Services will be provided in a good and workmanlike manner. Any Services not performed in a good and workmanlike manner will be re-performed by JCCLP provided Purchaser notifies JCCLP as soon as possible, which shall be no later than one calendar year from the date the Services were performed. Purchaser acknowledges that re-performance, as provided herein, shall be its exclusive and only remedy with regards to any Services provided by JCCLP.

If a part is installed as part of JCCLP’s Services, JCCLP warrants the installed part will be free from defects in workmanship and material until the end of the term or for one year from the date on which JCCLP installs the part, whichever is earlier. If the part is covered under a manufacturer’s warranty for a term less than one year, JCCLP’s warranty to the Purchaser as to such part shall be limited to the term of the manufacturer’s warranty. In order to assert a warranty claim, Purchaser must provide prompt written notice to JCCLP of its claim during the applicable warranty period. Any claim based upon this warranty must be brought within one year of the expiration of the applicable warranty period. This limitation is in lieu of any other applicable statute of limitation. JCCLP’s sole obligation under this warranty shall be to repair or replace the defective part without charge to Purchaser during such warranty period. No warranty is provided for third-party products and equipment installed or furnished by JCCLP. Such products and equipment are provided with the third party manufacturer’s warranty to the extent available, and JCCLP will transfer the benefits, together with all limitations, of that manufacturer’s warranty to Purchaser. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ALL OTHER EQUIPMENT, MATERIALS, PARTS AND OTHER ITEMS PROVIDED BY JCCLP ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE THE SOLE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PURCHASER FURTHER ACKNOWLEDGES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JCCLP, ITS AGENTS OR EMPLOYEES, SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER. JCCLP makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread, transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. Unless agreed to in writing by the parties, any technical support, assistance, or advice (“Technical Support”) provided by JCCLP, such as suggestions as to design use and suitability of the equipment or products for the Purchaser’s application, is provided in good faith, but Purchaser acknowledges and agrees that JCCLP is not the designer, engineer, or installer of record.  Any Technical Support is provided for informational purposes only and shall not be construed as a representation or warranty, express or implied, concerning the proper selection, use, and/or application of equipment or products. Purchaser assumes exclusive responsibility for determining if the equipment and products supplied by JCCLP are suitable for its intended application and for all risk and liability, whether based in contract, tort or otherwise, in connection with its application and use of the equipment and products.

7.  EXCLUSIONS. JCCLP’s Services and Warranty obligations do not include:

1) Supplies, accessories, or any items normally consumed during the use of Covered Equipment, such as refrigerant, ribbons, bulbs, and paper;

2) Failures beyond JCCLP’s reasonable control, including (i) acts of God, (ii) abuse or misuse of equipment, (iii) alterations, adjustments, attachments, combinations, modifications, or repairs to equipment not performed or provided by JCCLP, (iv) items caused by or related to equipment not covered by this Agreement, (v) operator error, (vi) failure to comply with Purchaser’s obligations contained in this Agreement, (vii) use of the Covered Equipment in a manner or environment, or for any purpose, for which it was not designed by the manufacturer (including improper water treatment), and (viii) site-related problems, including power failures and fluctuations and failure to keep the site clean and free of dust, sand and other particles or debris;

3) Service calls due to warranty claims on the Covered Equipment;

4) Repainting or refinishing Covered Equipment;

5) Electrical work to the Purchaser’s facility;

6) Stockpiling of parts or supplies;

7) The repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping;

8) Service calls resulting from the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather;

9) Disinfecting of chiller condenser water and cooling tower systems and components for biohazards, such as but not limited to Legionella, unless otherwise specifically stated in this agreement.  Mentions of chiller tube cleaning, condenser cleaning, cooling tower cleaning or boiler tube cleaning in any scope of services, only involve work to remove normal buildup of debris and scale using tube brush cleaning, pressure washing or acid flushing.  Reference to such cleaning does not include chemical cleaning, disinfection or chemical water treatment required to eliminate, control or disinfect against biohazards such as but not limited to Legionella;

10) Service calls required because JCCLP had previously been denied access to the equipment;

11) Disposal of hazardous wastes. Hazardous wastes remain the property and the responsibility of the Purchaser even when removed from equipment or replaced by JCCLP as provided by the terms of this Agreement. The Purchaser shall be responsible for the proper storage and disposal of hazardous wastes. This includes, but is not limited to, used oil, contaminated or uncontaminated refrigerant, and PCBs; and

12) Normal wear and tear.

8. FORCE MAJEURE. JCCLP shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCCLP to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event.  A “Force Majeure Event” is a condition or event that is beyond the reasonable control of JCCLP, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCCLP. If JCCLP’s performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCCLP shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCCLP is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCCLP will be entitled to extend the relevant completion date by the amount of time that JCCLP was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCCLP’s cost to perform the Services, Purchaser is obligated to reimburse JCCLP for such increased costs, including, without limitation, costs incurred by JCCLP for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees, compliance with vaccination requirements or other costs and expenses incurred by JCCLP in connection with the Force Majeure Event.

9. ASBESTOS, MOLD, BIOHAZARDS AND HAZARDOUS MATERIALS.

1) Asbestos-Containing Materials:  Neither party desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal or disposal of asbestos-containing materials (“ACM”). If either Purchaser or JCCLP becomes aware of or suspects the presence of ACM that may be disturbed by JCCLP’s Services, it shall immediately stop the Services in the affected area and notify the other’s contacts. As between Purchaser and JCCLP, Purchaser shall be responsible at its sole expense for addressing the potential for or the presence of ACM in conformance with all applicable laws and addressing the impact of its disturbance before JCCLP continues with its Services.

2) Other Hazardous Materials:  JCCLP shall have no obligations relating to the identification, abatement, cleanup, disinfecting, control, removal or disposal of mold, regardless of the cause of the mold. JCCLP shall be responsible for removing or disposing of any hazardous materials that it uses in providing Services (“JCCLP Hazardous Materials”) and, other than mold, for the remediation of any areas impacted by the release of JCCLP Hazardous Materials. For other Hazardous Materials or Biohazards, such as but not limited to Legionella, that may be otherwise present at its facilities (“Non-JCCLP Hazardous Materials”), Purchaser shall supply JCCLP with any information in its possession relating to the presence of such materials if their presence may affect JCCLP’s performance of the Services. If either Purchaser or JCCLP becomes aware of or suspects the presence of Non-JCCLP Hazardous Materials that may interfere with JCCLP’s Services, it shall immediately stop the Services in the affected area and notify the other’s contacts. As between Purchaser and JCCLP, Purchaser shall be responsible at its sole expense for removing and disposing of mold and Non-JCCLP Hazardous Materials from its facilities and the remediation of any areas impacted by mold or the release of the Non-JCCLP Hazardous Materials.

10. PRICING. JCCLP may increase prices upon notice to the Purchaser to reflect increases in material and labor costs. Prices for products covered by this Agreement may be adjusted by JCCLP, upon notice to Purchaser at any time prior to shipment and regardless of Purchaser’s acceptance of JCCLP’s proposal or quotation, to reflect any increase in JCCLP’s cost of raw materials (e.g., steel, aluminum) inability to secure products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. Price and delivery is F.O.B. point of manufacture, unless otherwise provided.

11. INDEMNITY. JCCLP and the Purchaser agree to indemnify the other party and their officers, agents, directors, and employees, from third party claims, demands, or suits for bodily injury, including death, or tangible property damage resulting from the intentional misconduct or any negligent acts by their employees or agents. Purchaser expressly agrees JCCLP shall be responsible only for such injury or damage caused by the intentional misconduct or the negligent act of JCCLP’s employees and agents and JCCLP shall not be responsible for any injury or damage caused, or contributed to, in any manner by Purchaser or any third-party. The obligations of JCCLP and of the Purchaser under this paragraph are further subject to paragraph 12.

12. LIMITATION OF LIABILITY. To the maximum extent permitted by law, in no event shall JCCLP and its affiliates and their respective personnel, suppliers and vendors (“JCCLP Parties”) be liable to you or any third party under any cause of action or theory of liability even if advised of the possibility of such damages, for any: (a) special, incidental, consequential, punitive, or indirect damages; (b) lost profits, revenues, data, customer opportunities, business, anticipated savings, or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems.  In any case, the entire aggregate liability of the JCCLP Parties under this agreement for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) shall be limited to Purchaser’s time and material payments to JCCLP, to be calculated with reference to payments made at the time the loss is sustained.

13. DISPUTE RESOLUTION. JCCLP shall have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be submitted to a court of law or arbitrated. This Agreement shall be governed by and be construed in accordance with the laws of Ontario, without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Ontario, Canada.  The parties waive any objection to the exclusive jurisdiction of the specified forums, including any objection based on forum non conveniens. In the event the matter is submitted to a court, JCCLP and Purchaser hereby agree to waive their right to trial by jury. In the event the matter is submitted to arbitration by JCCLP, the costs of arbitration shall be borne equally by the parties, and the arbitrator’s award may be confirmed and reduced to judgment in any court of competent jurisdiction.  If JCCLP prevails in any collection action, Purchaser will pay all of JCCLP’s reasonable collection costs (including legal fees and expenses). Except as provide below, no claim or cause of action, whether known or unknown, shall be brought by either party against the other JCCLP more than one year after the claim first arose.  Except as provided for herein, JCCLP’s claims must also be brought within one year.  Claims not subject to the one-year limitation include claims for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies.

14. DIGITAL ENABLED SERVICES. If JCCLP provides Digital Enabled Services under this Agreement, these Digital Enabled Services require the collection, transfer and ingestion of building, equipment, system time series, and other data to JCCLP’s cloud-hosted software applications.  Purchaser consents to and grants JCCLP right to collect, ingest and use such data to enable JCCLP and its affiliates and agents to provide, maintain, protect, develop and improve the Digital Enabled Services and JCCLP products and services. Purchaser acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, insure against all loss, or guarantee a certain level of performance. Purchaser shall be solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”), shall appropriately protect hardware and products connected to the Network and will supply JCCLP secure Network access for providing its Digital Enabled Services. As used herein, "Digital Enabled Services" mean services provided hereunder that employ JCCLP software and related equipment installed at Purchaser facilities and JCCLP cloud-hosted software offerings and tools to improve, develop, and enable such services.  Digital Enabled Service may include, but are not limited to, (a) remote servicing and inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboarding and health reporting.  If Purchaser accesses and uses Software that is used to provide the Digital Enabled Services, the Software Terms (defined below) will govern such access and use.

15.   JCCLP DIGTAL SOLUTIONS.  Use, implementation, and deployment of the software and hosted software products (“Software”) offered under these terms shall be subject to, and governed by, JCCLP's standard terms for such Software and Software related professional services in effect from time to time at www.johnsoncontrols.com/techterms (collectively, the “Software Terms”). Specifically, the JCCLP General EULA set forth at www.johnsoncontrols.com/buildings/legal/digital/generaleula governs access to and use of software installed on Purchaser’s premises or systems and the JCCLP Terms of Service set forth at www.johnsoncontrols.com/buildings/legal/digital/generaltos govern access to and use of hosted software products. The applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCCLP and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto.

Notwithstanding any other provisions of this Agreement, unless otherwise agreed, the following terms apply to Software that is provided to Purchaser on a subscription basis (i.e., a time limited license or use right), (each a “Software Subscription”): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted in the applicable statement of work, order or other applicable ordering document. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a “Renewal Subscription Term”), unless either party provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.  To the extent permitted by applicable law, Software Subscriptions purchases are non-cancelable, and the sums paid nonrefundable.  Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof.  Purchaser shall pay all invoiced amounts within thirty calendar days after the date of invoice.  Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at JCCLP's then-applicable list price for that Software offering.  Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began.

16. PRIVACY. JCCLP as Processor: Where JCCLP factually acts as Processor of Personal Data on behalf of Purchaser (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa (“DPA”) shall apply.  JCCLP as Controller: JCCLP will collect, process and transfer certain personal data of Purchaser and its personnel related to the business relationship between it and Purchaser (for example names, email addresses, telephone numbers) as controller and in accordance with JCCLP’s Privacy Notice at https://www.johnsoncontrols.com/privacy. Purchaser acknowledges JCCLP’s Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Purchaser consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by JCCLP is mandatorily required from Purchaser’s personnel under applicable law, Purchaser warrants and represents that it has obtained such consent.

17. PURCHASE ORDERS. Purchaser acknowledges and agrees that any purchase order issued by Purchaser in connection with this Agreement is intended only to establish payment authority for Purchaser’s internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement.  No term or condition included or referenced in Purchaser’s purchase order will have any force or effect and these terms and conditions shall control.  Purchaser’s acceptance of any Services shall constitute an acceptance of these terms and conditions.  Any proposal for additional or different terms, whether in Purchaser’s purchase order or any other document, unless expressly accepted in writing by JCCLP, is hereby objected to and rejected.

18.  TERMINATION.  If JCCLP’s performance of its obligations becomes impracticable due to obsolescence or unavailability of systems, equipment, or products (including component parts and/or materials) or because the JCCLP or its supplier(s) has discontinued the manufacture or the sale of the equipment and/or products or is no longer  in the business of providing the Services, JCCLP may terminate this Agreement, or the affected portions, at its sole discretion upon notice to Purchaser.  JCCLP may terminate this Agreement, or the affected portions, at its sole discretion upon notice to the Purchaser if JCCLP’s performance of its obligations are prohibited because of changes in applicable laws, regulations or codes.

19. MISCELLANEOUS PROVISIONS.

1) Any notice that is required to be given under this Agreement must be in writing and sent to the party at the address noted on the first page of this Agreement.

2) This Agreement is not assignable by the Purchaser except upon written consent of JCCLP first being obtained. JCCLP shall have the right to assign this Agreement, in whole or in part, or to subcontract any of its obligations under this Agreement without notice to Purchaser.

3) Any change or modification to this Agreement will not be effective unless made in writing. Such written modification must specifically indicate that it is an amendment, change, or modifications to this Agreement.

4) Should any changes to relevant regulations, laws, or codes substantially affect JCCLP’s Services or obligations, the Purchaser agrees to negotiate in good faith with JCCLP for appropriate and equitable changes to the scope or price of this Agreement or both

5) The parties agree and acknowledge that this is a negotiated agreement and that the rule of construction that any ambiguities are to be construed against the drafting party shall not apply.

6) Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favour of a third party against JCCLP. The Services under this Agreement are being performed solely for the Purchaser’s benefit, and no other party or entity shall have any claim against JCCLP because of this Agreement or the performance or non-performance of the Services hereunder.

7) The failure of JCCLP or the Purchaser to insist upon, or to delay enforcing the strict performance of the terms and conditions hereof, or any right or remedy, as provider herein, shall not constitute or be construed as a waiver or relinquishment of either party's right to thereafter enforce the same in accordance with this Agreement in the event of a continuing or subsequent default on the part of JCCLP or the Purchaser.

8) Lien Legislation. Notwithstanding anything to the contrary contained herein, the terms of this Agreement shall be subject to the lien legislation applicable to the location where the work will be performed, and, in the event of conflict, the applicable lien legislation shall prevail.

9) JCCLP expressly disclaims any requirement, understanding or agreement, express or implied, included directly or incorporated by reference, in any Purchaser purchase order, solicitation, notice or otherwise, that any of JCCLP’s personnel be vaccinated against Covid-19 under any federal, state/provincial or local law, regulation or order applicable to government contracts or subcontracts. Any such requirement shall only apply to JCCLP’s personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of JCCLP.

10) Purchaser is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and shall supply JCCLP secure Network access for providing its services.  Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Purchaser and/or end user against unauthorized access. 

11) Purchaser is responsible to take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively “Data”) prior to receiving the service or products.  

12) One-Year Claims Limitation.  No claim or cause of action, whether known or unknown, shall be brought against JCCLP more than one year after the claim first arose.  Except as provided for herein, JCCLP’s claims must also be brought within one year.  Claims for unpaid contract amounts are not subject to the one-year limitation.