Terms and Conditions

Fees
Our fees and hourly rates are set out in our Letter of Engagement. There are these potential additional charges:

Travel time:
$25.00 plus HST per hour, unless another rate is agreed in advance.

Waiting time:
Delays may arise in the course of performing work while Ellwood staff are on site. Delays of more than 30 minutes for any reason after the staff person is on site, other than delays which Ellwood causes: $100 per hour plus HST per Ellwood staff person.

Overtime:
Where a project must be completed and Ellwood is required to continue working outside of normal office hours (see below): a surcharge of $50 per hour plus HST per Ellwood staff person will be added to the normal hourly rate.

Disbursements:
Our disbursements will be charged to you for recovery. These will include:

  • Mileage at $0.50/km plus HST, unless a another rate is agreed in advance;
  • A per diem for meals of $75 plus HST per person, unless otherwise agreed in advance;
  • Parking, taxis, airfare, hotel;
  • Shipping/courier charges (including any special charges, for example extra airfare costs);
  • Bank charges for NSF cheques and other imposed service fees;
  • Printing at $0.10 per page;
  • Materials necessary to provide the services you have engaged us for;
  • Media storage devices are required to hold digital data. (Ownership will remain with Ellwood. Upon payment for the cost of the media, Ellwood will transfer ownership to you);
  • Any other expenses you have approved in advance.

Working Hours:
Ellwood wants to assist you as quickly and efficiently as possible. However, on a given day, we may be engaged for no more than 11 hours, with suitable breaks.

Ellwood’s office hours are from 8:00 am to 6:00 pm local time, Monday through Friday, excluding statutory holidays.

Our work may be undertaken outside of normal office hours, if you and Ellwood agree in advance, subject to the overtime fee of 1.5 times the quoted rates.

Payment Terms:
Ellwood strives to provide high-quality, responsive service. We ask our clients to observe similar principles regarding prompt payment.

Our accounts are rendered to your firm and your firm agrees to accept the obligation to pay these accounts. Our accounts may be disbursable to your client. To be clear, however, our arrangement is not with your client but with your firm directly.

Ellwood is engaged by you and your firm, and you confirm and accept the obligation to pay for services we provide as set out in this letter, or as otherwise agreed. Your obligation to pay Ellwood is not contingent on your ability to recover costs from your client or any other party, or the time associated with such collection.

All Ellwood accounts are due and payable 14 days from the invoice date unless other arrangements have been made.

Ellwood will submit its invoices by email to the person you designate to receive invoices. Ellwood provides no paper, postal mailed invoices.

Ellwood prefers payment by electronic funds transfer, where possible. Payments can be made either:

  • Online through QuickBooks – simply follow the link included in the Ellwood invoice you receive via email.
  • Where it is not possible or inconvenient to pay by electronic funds transfer, payments can be made by cheque and mailed to Ellwood Technology Inc. administrative offices at;

Ellwood Technology Inc.
188 Mathewson St.
Vaughan ON L6A 1B8

Ellwood will not support overdue account balances. Our policy is that, should an account be outstanding for more than 45 days from the date of the invoice, then we will cease acting on your behalf until the account issue is resolved. This policy applies for all accounts, unless we mutually agree otherwise in advance of our providing services.

If any account is outstanding for 30 days, interest will be charged on the outstanding balance at a rate of 15% per annum from the date of the account, until paid.

Confidentiality:
In fulfilling its engagement, Ellwood staff will be granted access to and receive Confidential Information (as defined below), in respect of which Ellwood and you agree as follows:

“Confidential Information” means any information disclosed to Ellwood by you, your officers, agents, employees, or other representatives.

This information includes, without limitation, anything related to the current, future, and proposed products and services, trade secrets, strategies, business plans, customer lists, or other business technical or non-technical information, whether any such information has been disclosed before or after the date hereof, and whether it has been disclosed orally or in any other intangible or tangible form including, but not limited to, written, electronic, or printed form.

Confidential Information does not include any information which (a) is in or enters the public domain without breach of this agreement; (b) is known to Ellwood prior to the time of disclosure; (c) is lawfully received from a third party not in breach of any obligation of confidentiality; or (d) is proven to be independently developed before the date of disclosure to Ellwood of the Confidential Information, and without reference to and knowledge of the Confidential Information.

If any part or aspect of the Confidential Information becomes subject to any of these exceptions, all other parts or aspects of such information shall remain subject to all of the provisions of this agreement.

Ellwood undertakes to treat all Confidential Information with the highest reasonable degree of care.

Unless you agree or instruct otherwise, Ellwood undertakes not to make use of, divulge, disseminate, or in any way disclose any Confidential Information to any person or entity for any reason or purpose, other than to its authorized employees and representatives, and only to the extent necessary to provide services to you.

Ellwood undertakes only to disclose Confidential Information to its employees and representatives pursuant to the foregoing paragraph on a need-to-know basis, and only to such employees and representatives who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.

In any event, and in addition to any personal liability of any employee and/or representative of Ellwood in accordance with the foregoing, Ellwood will bear both direct and vicarious responsibility for any breach of this agreement by any of its employees and/or representatives.

If we learn of any misappropriation or misuse of the Confidential Information in violation of this agreement, Ellwood will promptly notify you.

You are responsible for all legislative and regulatory compliance that may apply in respect of the Confidential Information, including but not limited to compliance with the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, as amended. Ellwood relies entirely on you for such compliance.

Any documents, electronic storage media, or any other tangible embodiment of Confidential Information in the possession of Ellwood, or furnished to Ellwood by you or on your behalf, will be promptly delivered to you upon your request, or immediately after the conclusion of Ellwood’s engagement, subject to the Payment Terms as set out in this agreement.

You do not grant, and Ellwood does not acquire, any licence, by implication or otherwise, of the Confidential Information. You shall at all times retain sole and exclusive rights and title to the Confidential Information.

Parties acknowledge that a judicial or government entity may, acting lawfully, compel Ellwood to surrender data it holds that is subject to this agreement.

The confidentiality terms shall extend beyond the end of the engagement indefinitely.

Dispute Resolution:
In the event of any dispute, you and Ellwood agree to try and negotiate a reasonable resolution among ourselves. If this is unsuccessful, we agree to binding mediation by a mutually agreeable mediator.

Notices:
All notices or reports to you or to Ellwood will be in writing and will be delivered in person, by fax, by email, or by certified or registered mail, and are deemed to be received at the moment the notice or report comes into the possession of the intended recipient, or their agent, employee, or other representatives.

Successors and Assigns:
We may not assign our obligations under this Agreement without your prior consent.

This Agreement shall be binding upon, and shall inure to the benefit of both you and Ellwood, and their heirs, executors, administrators, successors, and permitted assignee's.

Governing Law and Forum:
This agreement shall be governed by the laws of the Province of Ontario, which will be the only forum for the resolution of any dispute that may arise.

Entire Agreement:
These terms and conditions, and the Letter of Engagement constitute the entire agreement between Ellwood and you. They shall be governed by the laws of Ontario and Canada.