22. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. This Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, social insurance, local, state, provincial, or federal tax, unemployment compensation, employment insurance, workers' compensation, insurance premium, profit-sharing, pension plan or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state, provincial, and federal taxes related to payments made to the Contractor under this Agreement.
Notice
23. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement via email to david@davidsuggitt.com or such other address as any Party may from time to time notify the other, and will be deemed to be duly delivered (a) immediately upon being served personally, (b)two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
Indemnification
24. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act of omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement, This indemnification will survive the termination of this Agreement.
Time of the Essence
25. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
26. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
27. It is agreed that there is no representation, warranty, collateral agreement or condition effective this Agreement except as expressly provided in this Agreement.
Enurement
28. This Agreement will enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
29. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
30. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law for Clients in Canada
31. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law or any other forum, by the laws of the Province of British Columbia, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
32. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
33. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Reminders in Computer Service Notes
34. Any and all Reminders, TODO's, notes, warnings, or items of concern requiring attention are the sole responsibility of the Client and are placed in the Computer Service Notes for reference only and are not to be interpreted, construed, or understood to be an agreement by the Contractor to be responsible for the day-to-day support of the Clients' computer systems, accounts, or data.
Changes to Terms
35 The Contractor may modify or otherwise update these Terms and to apply new or additional Terms to this agreement. Such new or additional terms ("Additional Terms") will be effective immediately and incorporated into these Terms. Your continued use of the Contractor's services will constitute your agreement to any such Additional Terms and the amendment of these Terms to incorporate such Additional Terms. The Client is responsible for regularly reviewing the Terms and any Additional Terms posted on this page.
Wave Payments Terms of Use
https://my.waveapps.com/terms/