This Service Agreement (the “Agreement”) is made between the Client (the "Client") and AccuAeroSurv c/o Daniel Kauntz of New Hamburg, Ontario.
WHEREAS, Client requests AccuAeroSurv to perform services for it and may request AccuAeroSurv to perform other services in the future; and
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:
(a) Change Orders. The Client, without invalidating this Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions under the provision that AccuAeroSurv agrees to said changes and drafts a revised quote which is considered to be in effect only upon signature of said quote.
(b) Change Order Requirements. All change orders shall be a written order signed by the Client and shall specify:
(i) the elements of the Services to be changed,
(ii) the reason for the requested change, and
(iii) the impact, if any, that the requested change will have on (A) the compensation, (B) time for performance or (C) any other terms or conditions of this Agreement.
(c) Adjustments to Compensation. In the event of a change request, in accordance with Section 1(a)(b) and Section 2. Client agrees to be responsible in full for invoiced services provided prior to the change request being agreed to.
(a) Amount. The work performed by AccuAeroSurv shall be performed at the rate set in accepted quote.
(b) Payment. Invoices issued by AccuAeroSurv shall be paid in accordance with the terms set in the Quote and Invoice. Invoices with net terms are to be paid to AccuAeroSurv within the number of calendar days stated, all late payments are subject to a 19.99% interest rate to be applied monthly to the outstanding invoiced balance beginning the day following net terms date.
(c) Taxes. Quotes do not include applicable government sales taxes, AccuAeroSurv will provide an invoice stating the total before tax, as well as after tax. The Client is responsible to pay the invoiced amount which includes HST.
(a) Types. The Client shall reimburse AccuAeroSurv for all pre-approved, reasonable and necessary expenses.
(b) Substantiation. AccuAeroSurv, upon request by the Client shall provide documentation supporting all expenses.
(c) Payment. Client shall reimburse AccuAeroSurv in accordance with Section 2(b) of the full expense that was approved, additionally any applicable government sales tax that was applied to the purchase.
4. Independent Contractor Status
AccuAeroSurv is an independent Contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
5. Intellectual Property
Ownership. Client agrees that AccuAeroSurv holds, in absolute, the ownership and copyright of all work (material). AccuAeroSurv agrees to provide limited use rights of said work to Client for own or commercial use of work. Client may financially benefit from said work up to and including $500,000.00 CAD while providing credit to AccuAeroSurv. If income from material exceeds (and including) $500,000.01 CAD, the Client agrees to provide royalty payments of 3.00% on a quarterly basis based on a calendar year.
This Agreement shall remain in place from the time of acceptance of the quote, until the Client pays in full the invoiced amount to AccuAeroSurv.
(a) Notice of Termination. This Agreement may be terminated by either the Client or AccuAeroSurv at any time for any reason, with cause, by giving reasonable notice which shall be interpreted by AccuAeroSurv from written notice of termination.
(b) Payment Upon Termination. The Client will pay AccuAeroSurv for all Services performed by AccuAeroSurv through the date of termination regardless of party who terminated the agreement.
(a) Coverage. AccuAeroSurv shall maintain all insurance required by law.
9. Acknowledgement of Delays
Client agrees, and will not challenge decisions by AccuAeroSurv to delay services on grounds of safety (as deemed by AccuAeroSurv operating within business SOP and RPAS manufacturer limitations), awaiting permits and/or permission of governing bodies, acts of God or nature, or acts of war/terrorism which may pose security risks to Canada’s sovereign airspace. Client understands that there will be no adjustment to the quote or invoice for said delay and acknowledges that services will be carried out only when safe to do so, as well when the next available block of time is available for AccuAeroSurv to provide said services.
10. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of laws rules.